ACCESS WORLDWIDE COMMUNICATIONS INC - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended December 31, 2001

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 0-23489

ACCESS WORLDWIDE COMMUNICATIONS, INC.

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(Exact name of registrant as specified in its charter)

Delaware 52-1309227

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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

4950 Communication Avenue, Suite 300
Boca Raton, Florida 33431

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(Address of principal executive offices) (Zip Code)

(Registrant's telephone number, including area code) (561) 226-5000
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class. Name of each exchange on which registered.

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None. None.

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

Common Stock, $0.01 par value
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(Title of class)

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 ________
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 27, 2002 was approximately $4,459,963.

The number of shares outstanding of the registrant's Common Stock, $.01 par
value, as of March 27, 2002 was 9,740,001 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates information by reference from the Registrant's Proxy
Statement to be filed with respect to the 2002 Annual Meeting of Stockholders
and to be filed no later than April 30, 2002.

TABLE OF CONTENTS

Part I Page

Item 1. Business.................................................................... 1
Item 2. Properties.................................................................. 13
Item 3. Legal Proceedings........................................................... 13
Item 4. Submission of Matters to a Vote of Security Holders......................... 14

Part II
Item 5. Market for Registrant's Common Equity and Related Shareholder Matters....... 14
Item 6. Selected Financial Data..................................................... 15
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations............................................................... 17
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.................. 25
Item 8. Financial Statements and Supplementary Data................................. 25
Item 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosures....................................................... F-25

Part III
Item 10. Directors and Executive Officers of the Registrant.......................... F-25
Item 11. Executive Compensation...................................................... F-25
Item 12. Security Ownership of Certain Beneficial Owners and Management.............. F-25
Item 13. Certain Relationships and Related Transactions.............................. F-25

Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K............. F-25
Index to Exhibits........................................................... F-27
Signatures.................................................................. F-31

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PART I

Item 1. Business

General

Founded in 1983, Access Worldwide Communications, Inc. ("Access Worldwide,"
"we," "our," "us," or the "Company" refers to Access Worldwide and/or, as the
context requires, one or more of our subsidiaries) is an outsourced marketing
services company that provides a variety of sales, education and communication
programs in the pharmaceutical, telecommunications and consumer products
industries to clients in various countries. We offer services that help our
clients attract new customers, maintain existing customer relationships and
increase customer loyalty and retention. We believe that our ability to provide
both strategic and tactical solutions, supported by systems and technology,
helps to differentiate us in the highly fragmented outsourced marketing services
industry.

Currently, the Company is comprised of the following two principal business
segments:

Pharmaceutical Marketing Services ("Pharmaceutical"), consisting of the AM
Medica Communications Group ("AM Medica") and TMS Professional Markets Group
("TMS") (pharmaceutical division) that provide outsourced services, including
medical education, medical publishing, pharmacy stocking and clinical trial
recruitment to the pharmaceutical and medical industries.

Consumer and Business Services ("Consumer"), consisting of the TelAc
Teleservices Group ("TelAc") and TMS (consumer and business-to-business
divisions), that provide multilingual consumer telemarketing services to clients
in the telecommunications and consumer products industries.

Until February 2002, the Pharmaceutical segment included pharmaceutical
sample distribution services offered by our Phoenix Marketing Group ("Phoenix"),
which was acquired by Express Scripts, Inc. on February 25, 2002. In addition,
we had a third, smaller business segment through January 2002, Strategic
Research Services, that consisted of our Cultural Access Group ("CAG"), which
was acquired by LuminaAmericas, Inc. on January 31, 2002, that provided
quantitative and qualitative market research to clients in various countries.

Pharmaceutical Marketing Services
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Our services enable us to help our clients influence physicians, inform
pharmacists, involve patients and impact sales by educating audiences on new
drug launches, medical devices and procedures and prescribing indications. Our
current services are described below.

Education Programs:

We work with pharmaceutical clients to educate healthcare practitioners
about drugs, devices and procedures in the following meeting formats: scientific
symposia, interactive workshops, university programs, fellows programs,
investigator/research meetings, satellite programs, roundtables, advisory board
meetings and sales training programs.

In the last 15 years, we have organized a total of more than 1,500 domestic
and international medical meetings of various sizes and offered a wide range of
pre-program, program and post-program services. In organizing these meetings, we
work with some of the medical industry's most prominent associations including
the American Academy of Family Physicians, American Heart Association and the
National Medical Association.

In addition to meeting planning services, we provide editorial support by
assigning editors to work closely with program faculty and clients in the
planning and execution of program content. Our goals are to develop effective
and valuable scientific programs while providing support for faculty in their
research and presentation development. Our largest medical education client
Pfizer, Inc. ("Pfizer") accounted for $17.0 million, or 20.9%, of our revenues
in 2001.

Physician Product Detailing:

We contact physicians on behalf of pharmaceutical companies and inform
("detail") doctors on new medications, prescribing indications and product
recalls. Our detailing services target physician prescribing habits and are
often used in conjunction with pharmaceutical clients' existing sales forces.

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We have a particular expertise in remote physician coverage and vacant
territory management. In our remote physician coverage programs, we contact
difficult-to-reach physicians, those that often are located in geographically
remote areas or high crime urban centers. Over the phone, our employees deliver
a professional product message, provide pharmaceutical sample fulfillment and
respond to the needs of physicians.

Through our vacant territory management programs, we offer a cost effective
way for pharmaceutical companies to reach physicians in sales territories that
do not have sales representatives assigned to them. Through this service, we
provide account maintenance, product sampling, product detailing and new product
launch services.

Pharmacy Product Detailing:

On behalf of our clients, we provide information to pharmacists on new
products and new indications for existing products. Our pharmacy programs reach
non-warehousing chain pharmacies, as well as regional chains, hospitals, nursing
home providers and independent retail pharmacies. Our comprehensive shipping
program can often reach and secure distribution to two-to-four times more
pharmacies than traditional wholesaler programs.

Patient Education:

We provide information on behalf of pharmaceutical clients to patients and
their families who are enrolled in caregiver support programs. We are also
experienced in medical device replacement programs and we have helped refer
patients to physicians that are participating in clinical trials.

Medical Publishing:

We offer a range of services that include: development of manuscripts,
consultation with guest authors, copy editing and proofreading, design, layout
and production, printing and custom mail programs. If a client so requests, the
end result can be an original paper for journal publications, newsletters or
sales training programs.

We have aided in the creation of original articles and supplements that
have appeared in leading journals such as the American Journal of Cardiology,
Journal of the American Association of Physician Assistants and The Consultant
Pharmacist.

Medical Audiovisual Programs:

We offer film, slide and video programs that are suited to many kinds of
product messages. Clients utilize our audiovisual services to produce
slide/lecture programs, videotapes, audiotapes and teleconferences. Upon
request, we can provide scripting, casting, animation and pre and post-
production services.

Pharmacy Stocking:

We provide a stocking service that helps pharmaceutical companies contact
pharmacists and place drugs in pharmacies across the country. Through INSTOCK
(SM), our pharmacy stocking service, we can target the 20,000 independent
pharmacies located nationwide. This service addresses what we believe is a need
within the industry to reach pharmacists at non-chain locations during the
launch phase of new products. Independent pharmacies account for 30% of the
pharmaceutical market and is often untapped by traditional stocking programs.

The INSTOCK program begins with pharmaceutical databases of pharmacists
that are updated daily. Using this contact information, appropriately trained
employees call independent pharmacists to present and explain a client's new
product, new indication or product line extension. Incentives for immediately
stocking the product are communicated with the pharmacists and any orders are
taken. These orders are processed through the pharmacy's regional wholesaler.
The stocking incentives consist mainly of cash rebates. Through relationships
with wholesale distribution centers in various states in the United States, we
have the ability to confirm that orders are fulfilled within 15 to 20 business
days.

Clinical Trial Recruitment:

We assist pharmaceutical companies in recruiting prospective patients for
clinical trials of new drugs. Our direct experience with recruitment screening
has included several studies for disease states including, among others, lung
cancer and

2

Parkinson's disease. Our management team has additional experience in
the clinical arena that includes trials for arthritis, genital herpes, breast
cancer, diabetes, bi-polar disorder, influenza and emphysema. Depending on
client needs, we can provide a variety of seamless recruitment services or
execute one or more facets of a clinical trial campaign, including script
preparation, physician referrals, site support and database management.

Prior Sample Fulfillment Services:

Prior to our sale of Phoenix in February 2002, our services included the
annual shipping of millions of drug and literature samples from our sample
fulfillment centers in New Jersey. From those sampling centers, we distributed
drugs and product literature by mail to medical personnel on behalf of
pharmaceutical companies. The "single-loop" system validated all requests for
drugs using state licenses, American Medical Association and Drug Enforcement
Administration databases. Valid shipping manifests and labels were generated as
we picked, packed and shipped samples to targeted medical practitioners. Follow-
up letters were produced, driven by an automatic reject system. The system
processed and stored acknowledgements of delivery, closing the sample
fulfillment loop. Returned products were quarantined and processed for
destruction. A destruction acknowledgement closed the returned goods loop. Our
largest sample fulfillment client, AstraZeneca PLC ("AstraZeneca"), accounted
for $19.3 million, or 23.8% of our revenues in 2001. Phoenix was the major
provider of services to AstraZeneca. Accordingly, after we sold Phoenix, we
ceased to perform most of the services we had been performing for AstraZeneca.

Phoenix accounted for $28.4 million, or 35.0%, of our revenues for the year
ended December 31, 2001, $22.1 million, or 25.3%, of our revenues for the year
ended December 31, 2000 and $15.7 million, or 19.3%, of our revenues for the
year ended December 31, 1999. Phoenix's earnings before interest, taxes,
depreciation and amortization ("EBITDA"), as defined in Note 19 was $5.3
million, or 85.5% of our EBITDA for the year ended December 31, 2001, $1.9
million, or 28.8% of our EBITDA for the year ended December 31, 2000 and $1.1
million, or 30.6% of our EBITDA for the year ended December 31, 1999.

Consumer and Business Services
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We provide marketing programs in the business-to-consumer and
business-to-business services contexts, including marketing telecommunications
services on behalf of various providers, which are aimed at enabling our clients
to access new markets, acquire new customers and satisfy existing customers.

We can reach the growing multicultural markets in the United States with
more than 900 multilingual customer service and telesales professionals in three
communication centers. We use multilingual software, translated into 15
languages, to access up to 50,000 multilingual households daily. Our
multicultural and multilingual staff can execute consumer services programs in a
variety of languages, including Korean, Mandarin, Spanish and Vietnamese.

We offer our clients customer services to retain existing client's
customers, win-back programs to reestablish relationships with our client's
former customers and acquisition campaigns to attract prospective new customers.
Our largest teleservices client, Sprint Corporation ("Sprint") accounted for
$11.1 million, or 13.7% of our revenues in 2001.

Prior Segment
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Prior to the sale of CAG to LuminaAmericas, Inc. on January 31, 2002, we
provided in-language, in-culture market research services and consulting
services to Fortune 500 companies in a variety of industries. The research
services encompassed market area profiles, target audience segmentation,
marketing and advertising effectiveness, culture market opportunity assessment,
new product concepting and testing, awareness, attitude and usage studies,
opinion polling, readership and viewership studies, and customer satisfaction
surveys. These activities accounted for $4.5 million, or 5.6%, of our revenues
for the year ended December 31, 2001, $4.3 million, or 4.9%, of our revenues for
the year ended December 31, 2000, and $4.3 million, or 5.3% of our revenues for
the year ended December 31, 1999. EBITDA for these activities was $(0.3)
million, or (4.8)% of our EBITDA for the year ended December 31, 2001, $0.08
million, or 1.2% of our EBITDA for the year ended December 31, 2000 and $(0.2)
million, or (5.6%) of our EBITDA for the year ended December 31, 1999.

Technology & Infrastructure
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We have a technology infrastructure that includes an Intranet platform and
a Java Enabled Scripting System. The system has four key functions; 1) sales
support and data entry of Internet orders, 2) full computer telephony
integration functionality, 3) data systems and support and 4) HTML and database
updates.

In addition, we have Rockwell Spectrum Automatic Call Distributors ("ACD")
located at our communication centers. The ACD switch technology allows a center
to handle inbound calls with a great deal of flexibility with respect to
staffing or complexity of calls. The equipment also expands the scope of
services to include larger and more complex sales campaigns.

The ACD with the "Personal Greeting" feature allows one-to-one
communicators to greet each caller with exactly the same message in the correct
language. The ACD also provides daily reporting of calls by the half-hour and
ability to track the marketing source to which the caller is responding.

Our Intranet technology platform delivers multilingual scripting (character
and non-character based). Secured and parallel Internet connectivity at
individual workstations enables Web access, when appropriate.

Industry Overview
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The outsourced marketing services industry has grown in recent years and
now includes a variety of companies offering a range of communication services.
Marketing companies now include large advertising agencies, international and
regional communication centers, boutique firms and multi-billion dollar national
consulting conglomerates.

Based on data from the Direct Marketing Association, a trade association
for users and suppliers in the direct, database and interactive marketing
fields, U.S. sales revenue attributable to direct marketing reached $1.7
trillion in 2000 and is expected to grow by 9.6% annually to reach $2.7 trillion
by 2005.

Pharmaceutical companies spend substantial sums annually on promotional and
marketing meetings and events, including peer-to-peer meetings, symposia, third-
party events and teleconferences. Pharmaceutical companies have relied for many
years on third party providers of promotional, marketing and educational
conferencing services. It has been reported in recent years that changes in the
pharmaceutical industry have led to greater outsourcing of promotional and sales
logistic functions.

These expenditures reflect the trend of companies to turn to third party
marketing and communications organizations to provide integrated services across
multiple disciplines, such as medical education, multilingual communications and
pharmaceutical marketing. These integrated services offer a consistent presence,
which can maximize the effectiveness of each client's message, and better
coordinate marketing activities.

At the same time, providers of promotional, marketing and educational
services to such companies have broadened their means of communicating with
target audiences from traditional mass communications to product detailing,
peer-to-peer meetings, telecommunications, and various other forms of marketing,
education and sales solutions.

In addition, due to the rising percentages of multilingual and
multicultural markets in the U.S., there is increasing recognition among
providers of goods and services of the fundamental need to "speak the language"
of the customer as a means of effectively presenting a product and improving
customer retention rates.

We believe there are significant barriers to becoming an outsourced
marketing services company with national capabilities in industries governed by
state and federal regulations. Some of these barriers include the development of
a broad range of marketing knowledge and expertise, the infrastructure and
experience necessary to serve the demands of clients, the ability to
simultaneously manage complex marketing programs in multiple jurisdictions, the
development and maintenance of the necessary information technology systems, and
the establishment of solid working relationships with clients. We believe that
we have the foregoing capabilities. However, as a result of, among other things,
the risks described below, we cannot assure you that we will be able to maintain
these capabilities or otherwise be able to successfully compete for clients.

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Company Business Strategy & Recent Events
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Overview

Our business strategy consists of continuing to operate our existing
businesses on as cost-effective a basis as practicable while continuing to
explore a variety of possible strategic alternatives that could increase
shareholder value, including the possible sale of one or more of our businesses
or a transaction involving the Company as a whole.

Strategic Alternatives

With respect to strategic transactions, our activities to date are
described below.

On May 29, 2001, we announced that we had hired as financial advisor, HNY
Associates, LLC, a Fort Lee, New Jersey-based investment banking firm focusing
on the financing and advisory needs of small and middle market companies, to
assist in our exploration of strategic alternatives. On October 30, 2001, we
announced that we had hired Alterity Partners, LLC, a mergers and acquisitions
advisor to companies primarily in the technology and healthcare sectors, to
assist us in exploring strategic alternatives for our sample fulfillment
operations.

On December 19, 2001, our Board unanimously approved the sale of Phoenix
and entered into an agreement to sell the assets of Phoenix to Express Scripts,
Inc. (NASDAQ: ESRX), a pharmacy benefit management company, for $33.0 million in
cash, plus the assumption of certain liabilities totaling approximately $2.0
million. The transaction was approved by our stockholders and Bank of America
N.A., as agent for a group of lenders (the "Bank Group"), and was completed on
February 25, 2002. We used the net proceeds from the sale to reduce our debt
with the Bank Group by $29.5 million.

We sold CAG on January 31, 2002 to LuminaAmericas, Inc., a provider of
integrated marketing solutions for the US-Hispanic and Latin America markets,
for $1.2 million in cash, plus the assumption of certain liabilities totaling
approximately $0.5 million. The net proceeds from the sale were used to pay down
our debt with the Bank Group by $0.9 million.

Other Recent Events

In connection with our recent downsizing through the sale of Phoenix and
CAG, we renegotiated our credit facility (the "Credit Facility") and entered
into the Fifth and Sixth Amendment and Waiver agreements (the "Amendments"). The
Amendments extend the loan arrangement through July 1, 2003 and amend certain
provisions of the Credit Facility including requiring us, as a result of the
release of $1.5 million from the Phoenix transaction tax escrow account in
connection with the sale of Phoenix, to repay such amount on the outstanding
balance of the Credit Facility and limits (a) the revolving committed amount to
(i) $5.5 million through May 31, 2002; (ii) $6.5 million from June 1, 2002
through March 31, 2003, and (iii) $5.7 million from April 1, 2003 through June
30, 2003 and (b) the capital expenditures to $1.8 million during 2002.

As part of our efforts to reduce expenses, Michael Dinkins, President and
Chief Executive Officer since August 1999, and Chairman of the Board since March
2000 and a senior officer of the Company since August 1997, resigned from the
Board effective March 4, 2002, and as President and Chief Executive Officer
effective March 29, 2002.

An existing Board member, Shawkat Raslan, assumed the Chairman's role on
March 4, 2002 and the President and Chief Executive Officer positions on March
30, 2002. Mr. Raslan has been a Director of the Company since May 1997. Since
June 1983, he has served as President and Chief Executive Officer of
International Resources Holdings, Inc., an asset management and investment
advisory service for international clients. Due to his new responsibilities, he
has entered into a two-year employment agreement with Access Worldwide that
includes an annual salary of $150,000 with a bonus potential of 50% of his base
salary. The employment agreement can be canceled by either Mr. Raslan or the
Company with 30 days' notice and does not provide for any severance payments in
that event.

On March 5, 2002, Lee Edelstein was named President and Chief Executive
Officer of TMS. Mr. Edelstein founded TMS and has been a member of our Board of
Directors since October 1997. He assumed the position from Mary Sanchez, who
resigned on March 5, 2002.

Total severance costs for former employees who have resigned or were
terminated are estimated at $1.0 million, including a compensation package
totaling approximately $636,000 for Mr. Dinkins. These severance costs also
include severance packages for Ms. Sanchez and Bernard Tronel, former Senior
Vice President and Chief Operating Officer of TelAc and TMS, among others, and
resulted in a one-time charge to our earnings that was incurred in the first
quarter of 2002.

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Patents, Trademarks, Service Marks & Licenses
- ---------------------------------------------

Our service marks relate to the names, "Access Worldwide" and "Access
Worldwide Communications, Inc." and to our logo. The name, "Access Worldwide
Communications, Inc." and our logo received Certificates of Registration from
the U.S. Patent and Trademark Office in 2001.

Our application for the name, "Access Worldwide", is currently pending with
the U.S. Patent and Trademark Office. In June 2001, legal counsel for World
Access, Inc. requested an extension of time to oppose our application.
Currently, our legal counsel is reviewing the matter with World Access
representatives. If we were to lose the right to use the name "Access Worldwide"
in our business, it could have a material, adverse effect on the Company.

Government Regulation
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Several industries in which our clients operate are subject to varying
degrees of governmental regulation, particularly the pharmaceutical, healthcare
and telecommunications industries. Generally, compliance with these regulations
is the responsibility of our clients. However, we could be subject to a variety
of enforcement or private actions for our failure or the failure of our clients
to comply with such regulations.

Pharmaceutical Regulations

Pharmaceutical companies, in particular, and the healthcare industry, in
general, are subject to significant federal and state regulations. The Food,
Drug and Cosmetics Act regulates the approval, labeling, advertising, promotion,
sale and distribution of drugs. The Food and Drug Administration ("FDA") also
regulates promotional activities involving prescription drugs. There can be no
assurance that additional federal or state legislation or rules regulating the
pharmaceutical or healthcare industries will not be enacted. Any such new
legislation or rules could limit the scope of our services or significantly
increase the cost of regulatory compliance.

In addition, pharmaceutical and marketing companies must comply with
industry and professional association guidelines that were established to
prevent conflicts of interest and apply to payments, gifts and reimbursements to
members of the medical community. Any future guidelines or regulations may
impact our businesses, particularly AM Medica, and could create an adverse
effect on the demand for our medical education services.

Telecommunications Regulations

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Our communication centers must comply with a variety of regulations as
well. The Federal Communications Commission ("FCC") rules under the Federal
Telephone Consumer Act of 1991, which limits the hours which telemarketers may
call consumers and prohibits the use of automated telephone dialing equipment to
call certain telephone numbers.

The Federal Telemarketing and Consumer Fraud and Abuse Protection Act of
1994 ("TCFAPA") broadly authorizes the Federal Trade Commission ("FTC") to issue
regulations prohibiting misrepresentation in telephone sales. In 1995, the FTC
issued regulations under the TCFAPA, which, among other things, require
telemarketers to make certain disclosures when soliciting sales.

We believe our operating procedures comply with the telephone solicitation
rules of the FCC and FTC. However, we cannot assure you that additional federal
or state legislation, or changes in regulatory implementation, would not limit
the activities of the Company or our clients in the future or significantly
increase the cost of regulatory compliance.

One of the significant regulations of the FCC applicable to long distance
carriers prohibits the unauthorized switching of subscribers' long distance
carriers, known in the industry as "slamming." A fine of up to $100,000 may be
imposed by the FCC for each instance of slamming. In order to prevent these
unauthorized switches, federal law requires that switches authorized over the
telephone, such as through our teleservices, be verified contemporaneously by a
third party. Third party verification generally is not required for switches
obtained in person, such as those obtained by members of a direct field sales
force. Our training and other procedures are designed to prevent unauthorized
switching. However, we cannot assure you that each employee will always follow
our mandated procedures and applicable law. Accordingly, it is possible that
employees in some instances engage in unauthorized activities, including
slamming.

We investigate consumer complaints reported to our telecommunications
clients and report the results to such clients. To our knowledge, no FCC
complaint has been brought against any of our clients as a result of our
services, although we believe that the FCC generally examines the sales
activities of long distance telecommunications providers, including our clients,
and the activities of outside vendors, such as the Company, used by such
providers. If any complaints were brought against a client of ours, that client
might assert that such complaints constituted a breach of its agreement with us
and, if material, seek to terminate the contract. Any termination by Sprint, our
largest teleservices client, would likely have an adverse material effect on the
Company. If such complaints resulted in fines being assessed against a client of
ours, the client could seek to recover such fines from us.

Competition
- -----------

The outsourced marketing services industry in which we operate is very
competitive and highly fragmented. We compete with other outsourced marketing
services companies, ranging in size from very small companies offering
specialized applications or short-term projects to large independent companies.
While many companies provide outsourced marketing services, we believe that
there is no single company that dominates the entire industry. Particularly in
view of our recent downsizing, a significant number of our competitors and
potential competitors have more extensive marketing capabilities, more extensive
experience and greater financial resources than the Company. Consolidation among
prospective clients also increases competition for buyers for our services.
There can be no assurance that we will be able to compete successfully or that
competitive pressures will not materially and adversely affect the Company.

Pharmaceutical Markets and Medical Education Competitors

In the pharmaceutical and medical education industries, we have many
competitors including the in-house sales and marketing departments of current
and potential clients, large advertising agencies and national consulting firms
that offer healthcare consulting and medical communications services, including
boutique firms specializing in the healthcare industry and the healthcare
departments of large firms.

We face some of our most significant competition from other companies that
provide outsourced promotional and educational services and from large
advertising agencies which may seek to expand their service offerings. In
addition, the pharmaceutical companies' in-house sales and marketing departments
may provide similar services to those provided by us and competition could
increase as a result of the expansion of the in-house marketing capabilities by
our customers or in the pharmaceutical industry in general.

Some of our competitors are smaller, regionally focused companies that
provide a limited number of promotional, marketing and educational services,
usually focused on the pharmaceutical industry. Several of these competitors,
however, offer services that are wider in scope than those we offer. There also
are many large providers of symposia and educational conferences.

Communication Center Competitors

The teleservices industry is extremely fragmented with many companies
offering some form of communication center management, customer service,
consulting, lead generation, fulfillment or database management services. We
compete with public teleservices companies, such as ICT Group, Inc. and SITEL
Corporation, that have significantly greater financial resources and more
centers, as well as smaller, independent companies that have a niche in the
multicultural or pharmaceutical marketing industries.

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In addition, some clients use more than one teleservices firm at a time and
reallocate work among the various providers. This creates a project-by-project
comparison of the performance of the various vendors in order to win new
programs.

Our direct marketing services business is also subject to competition from
more technologically sophisticated companies than Access Worldwide, and
management anticipates that such competition will intensify in the future. There
can be no assurance that competitors will not introduce products or services
that would achieve greater market acceptance or would be technologically
superior to our products or services.

Furthermore, we believe that the growth in the telephone marketing
industry, expected to reach $373.3 billion by 2005, according to the Direct
Marketing Association, may attract new competitors to the industry. New
companies may have greater resources than we do and could intensify the
competition in the industry.

We also compete with companies that have overseas communication centers
that offer multiple languages and lower cost of labor. Increasingly, companies
have begun to utilize centers located in countries where the language in
question is spoken to call consumers in the United States that speak that
language. In addition, due to lower cost of labor, potential clients of ours are
utilizing communication centers in countries such as Canada and India to reach
U.S. consumers in English. These trends, if they continue, could materially,
adversely affect our financial condition.

As in the medical education arena, we must also compete against our
clients, to the extent they make the decision to perform their telemarketing in-
house. Several of our clients, potential clients and competitors have
significant internal marketing staff and communication centers that are
superior to our resources.

In addition, the effectiveness of marketing by telephone and other direct
methods could decrease as a result of consumer saturation and increased consumer
resistance to such marketing methods. There can be no assurance that we will be
able to anticipate and successfully respond in a timely manner to any such
decrease.

Forward-Looking Statements
- --------------------------

From time to time, including in this report, we may publish forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities and Exchange Act of 1934, as amended.
Those statements represent our current expectations, beliefs, future plans and
strategies, anticipated events or trends concerning matters that are not
historical facts. Such forward-looking statements include, among others:

. Statements regarding proposed activities pursuant to agreements with clients;
. Future plans relating to our business strategy, and possible strategic
transactions; and,
. Trends, or proposals, or activities of clients or industries which we serve.

Such statements involve known and unknown risks, uncertainties and other
factors that may cause the actual results to differ materially from those
expressed or implied by such forward-looking statements. Factors that could
cause actual results to differ materially from those expressed or implied by
such forward-looking statements include, but are not limited, to the following:

. Additional risks as a result of our recent downsizing;
. Competition from other third-party providers and those of our clients and
prospects who may decide to do the work that we do in-house;
. Industry consolidation which reduces the number of clients that we are able
to serve;
. Potential consumer saturation reducing the need for our services;
. Certain needs for our growth;
. Our dependence on the continuation of the trend towards outsourcing;
. Dependence on the industries we serve;
. The effect of change in a drug's lifecycle;
. Our ability and our clients' ability to comply with state, federal and
industry regulations;
. Reliance on a limited number of major customers;
. The effects of possible contract cancellations;
. Reliance on technology;
. Reliance on key personnel and our labor force and recent changes in
management;
. The possible prolonged impact of the events of September 11 and the general
downturn in the U.S. economy;
. The effect of an interruption of our business;
. Risks associated with our Credit Facility;
. Risks associated with our stock trading on the OTC Bulletin Board; and,
. The volatiliy of our stock price.

7

Certain Factors that May Affect Future Operating Results
- --------------------------------------------------------

In addition to other information set forth in this report, readers should
carefully consider the following risk factors in evaluating Access Worldwide and
our business.

After the sales of Phoenix and CAG, we face additional risks.
- ------------------------------------------------------------

After our sales of Phoenix and CAG, our business consists primarily of
inbound and outbound telemarketing services and medical education. We are
seeking strategic transactions, including the sale of one or more of our
remaining divisions or a transaction involving Access Worldwide as a whole;
however, we cannot assure you that we will be able to enter into any such
strategic transactions on terms acceptable to us or at all. In addition, after
the sale of Phoenix and CAG, our business is significantly smaller and more
narrowly focused than it has been in preceding years, thus creating greater
risks to us if a portion of our business fails to perform satisfactorily. Such
failure to perform could adversely affect our financial condition and results of
operation.

To the extent any of our divisions are sold individually, we do not intend
to distribute any portion of the proceeds therefrom to our stockholders and we
intend to use any net proceeds from such sales to pay down the outstanding
amount of indebtedness under our Credit Facility.

Under the respective agreements for the sale of Phoenix and CAG, we have
agreed to indemnify the purchasers and individuals and entities related to the
purchasers for any breach of our representations and warranties in those
agreements and for certain other matters. This means that, if material
statements made in those agreements are untrue, or if we fail to fulfill our
obligations under those agreements, and the buyer acted in accordance with their
obligations then we may be required to pay amounts to compensate them for any
damages they incur.

In addition, Phoenix accounted for 35.0% of the Company's revenues of $81.1
million and 85.5% of the Company's earnings before interest, taxes, depreciation
and amortization ("EBITDA") of $6.2 million for the year ended December 31,
2001. Accordingly, the absence of Phoenix will result in the Company's revenues
and EBITDA being reduced by a significant level for 2002 and any future years
during which we operate.

Access Worldwide may be adversely impacted by competition, industry
- -------------------------------------------------------------------
consolidation and potential consumer saturation.
- -----------------------------------------------

The outsourced marketing services industry in which we operate is very
competitive and highly fragmented. We compete with other outsourced marketing
services companies, ranging in size from very small companies offering
specialized applications or short-term projects to large independent companies.
While many companies provide outsourced marketing services, we believe that
there is no single company that dominates the entire industry. Particularly in
view of our recent downsizing, a significant number of our competitors and
potential competitors have more extensive marketing capabilities, more extensive
experience and greater financial resources than the Company. Consolidation among
prospective clients also increases competition for buyers for our services.
There can be no assurance that we will be able to compete successfully or that
competitive pressures will not materially and adversely affect the Company.

Pharmaceutical Marketing and Medical Education Competitors

In the pharmaceutical marketing and medical education industries, we have
many competitors including the in-house sales and marketing departments of
current and potential clients, large advertising agencies and national
consulting firms that offer healthcare consulting and medical communication
services, including boutique firms specializing in the healthcare industry and
the healthcare departments of large firms.

We face some of our most significant competition from other companies that
provide outsourced promotional and educational services and from large
advertising agencies which may seek to expand their service offerings. In
addition, the pharmaceutical companies' in-house sales and marketing departments
may provide similar services to those provided by us and competition could
increase as a result of the expansion of the in-house marketing capabilities by
our customers or in the pharmaceutical industry in general.

Some of our competitors are smaller, regionally focused companies that
provide a limited number of promotional, marketing and educational services,
usually focused on the pharmaceutical industry. Several of these competitors,
however, offer services that are wider in scope than those we offer. There also
are many large providers of symposia and educational conferences.

Communication Center Competitors

The teleservices industry is extremely fragmented with many companies
offering some form of communication center management, customer service,
consulting, lead generation, fulfillment or database management services. We
compete with public teleservices companies, such as ICT Group, Inc. and SITEL
Corporation, that have significantly greater financial resources and more
centers, as well as smaller, independent companies that have a niche in the
multicultural or pharmaceutical marketing industries.

In addition, some clients use more than one teleservices firm at a time and
reallocate work among the various providers. This creates a project-by-project
comparison of the performance of the various vendors in order to win new
programs.

Our direct marketing services business is also subject to competition from
more technologically sophisticated companies than Access Worldwide, and
management anticipates that such competition will intensify in the future. There
can be no assurance that competitors will not introduce products or services
that would achieve greater market acceptance or would be technologically
superior to our products or services.

Furthermore, we believe that the growth in the telephone marketing industry,
expected to reach $373.3 billion by 2005, according to the Direct Marketing
Association, may attract new competitors to the industry. New companies may have
greater resources than we do and could intensify the competition in the
industry.

We also compete with companies that have overseas communication centers
that offer multiple languages and lower cost of labor. Increasingly, companies
have begun to utilize centers located in countries where the language in
question is spoken to call consumers in the United States that speak that
language. In addition, due to lower cost of labor, potential clients of ours are
utilizing communication centers in countries such as Canada and India to reach
U.S. consumers in English. These trends, if they continue, could materially,
adversely affect our financial condition.

As in the medical education arena, we must also compete against our
clients, to the extent they make the decision to perform their telemarketing in-
house. Several of our clients, potential clients and competitors have
significant internal marketing staff and communication centers that are superior
to our resources.

In addition, the effectiveness of marketing by telephone and other direct
methods could decrease as a result of consumer saturation and increased consumer
resistance to such marketing methods. There can be no assurance that we will be
able to anticipate and successfully respond in a timely manner to any such
decrease.

8

Our growth is dependent on various factors.
- ------------------------------------------

Our business and future operations depend significantly on our ability to
utilize our existing infrastructure and databases to perform services for new
clients, as well as on our ability to develop and successfully implement new
marketing methods or channels for new services for existing clients.

Continued growth will also depend on a number of other factors, including,
but not limited to, our ability to:

. Maintain the high quality of services we provide to customers;
. Recruit, motivate and retain qualified personnel;
. Train existing sales representatives or recruit new sales
representatives to sell various categories of services; and
. Open new service facilities in a timely and cost-effective manner.

If we are unable to introduce new innovative services, we could fail to
obtain new clients and lose current clients upon the termination of existing
agreements.

In light of, among other things, our recent downsizing, and the more
limited resources available to us as a result thereof, we cannot assure you that
we will be able to effectuate any of the mentioned items effectively. Any growth
that we would be able to attain would require the implementation of enhanced
operational and financial systems and resources, as well as additional
management of the resources needed for which we may not have available. Any such
growth, if not managed effectively, could have a material adverse effect on the
Company.

Access Worldwide's future growth is dependent on the trend toward outsourcing.
- -----------------------------------------------------------------------------

Our business and future operations depend largely on the industry trend
toward outsourcing marketing services, particularly by pharmaceutical and
telecommunications companies. There can be no assurance that this trend will
continue, as companies may elect to perform such services internally. A
significant change in the direction of this trend, particularly, whereby such
industries cease or reduce their use of outsourced marketing services, such as
those provided by us, could have a material adverse effect on the Company.

Access Worldwide is heavily dependent on the industries it serves, particularly
- -------------------------------------------------------------------------------
the pharmaceutical and telecommunications industries.
- ----------------------------------------------------

Our business and future operations are dependent to a great extent on the
industries we serve, particularly the pharmaceutical and telecommunications
industries. We also rely heavily on pharmaceutical and telecommunications
companies increasing their marketing budgets as to which there can be no
assurance. There can be no assurance that the pharmaceutical and
telecommunications industries will grow or that they will continue to utilize
entities such as Access Worldwide for outsourced marketing services. In
addition, there can be no assurance that our business will benefit from any
growth that these industries experience.

These industries are heavily regulated by federal and state authorities.
Existing regulation, or increased regulation in the future, could negatively
impact the ability of the industries to operate or grow. Anything that inhibits
the operations or growth of the pharmaceutical and telecommunications industries
could have a material adverse effect on the Company.

Access Worldwide may be affected by changes in a drug's lifecycle.
- -----------------------------------------------------------------

A substantial portion of our contracts are with pharmaceutical companies
for medical education, product stocking and detailing services. We may be
negatively impacted if contracts are delayed or cancelled as a result of new
drugs not receiving FDA approval or existing drugs being removed from the market
due to health or safety issues. Though we have cancellation clauses in some of
our contracts allowing us to recoup any expenditure that was made to support a
program in the event of such non-approval or non-renewal, such cancellations
could materially affect the Company.

Access Worldwide is subject to extensive regulations and compliance with these
- ------------------------------------------------------------------------------
regulations can be costly, time consuming and subject the Company to fines for
- ------------------------------------------------------------------------------
non-compliance.
- --------------

Several industries in which our clients operate are subject to varying
degrees of governmental regulation, particularly the pharmaceutical and
telecommunications industries. Generally, compliance with these regulations is
the responsibility

9

of our clients. However, we are subject to a variety of enforcement or private
actions for our failure or the failure of our clients to comply with such
regulations.

Pharmaceutical companies, in particular, and the healthcare industry, in
general, are subject to significant federal and state regulations. There can be
no assurance that additional federal or state legislation or rules regulating
the pharmaceutical or healthcare industries will not be enacted. Any such new
legislation or rules could limit the scope of our services or significantly
increase the cost of regulatory compliance.

Our communication centers must comply with a variety of regulations as
well. We believe our operating procedures comply with the telephone solicitation
rules of the FCC and FTC. However, we cannot assure you that additional federal
or state legislation, or changes in regulatory implementation, would not limit
the activities of the Company or our clients in the future or significantly
increase the cost of regulatory compliance.

Access Worldwide could be severely impacted by the loss of any of the Company's
- -------------------------------------------------------------------------------
largest clients.
- ---------------

Our largest clients, AstraZeneca, Sprint and Pfizer, together accounted for
approximately 58.4% of Access Worldwide's revenues for the year ended December
31, 2001. Phoenix was the major provider of services to AstraZeneca and revenues
generated by Phoenix from AstraZeneca projects represented 23.8% of our revenues
for the year ended December 31, 2001. Accordingly, after we sold Phoenix, we
ceased to perform most of the services we had been performing for AstraZeneca.
There can be no assurance that Sprint and Pfizer will continue to do business
with us, and the loss of business from either of these clients could have a
material adverse effect on the Company.

Access Worldwide could be affected by a loss of contracts.
- ---------------------------------------------------------

The majority of our contracts are short-term and cancelable on 90 days
notice or less, including, in the case of one principal client, cancellation by
that client can be made with no advance notice. Although the contracts typically
require payment of certain fees in the event the contract is terminated, the
loss of any of our large contracts or the loss of multiple contracts could have
a material adverse effect on the Company.

Access Worldwide relies on technology and could be adversely affected if we are
- -------------------------------------------------------------------------------
unable to maintain our facilities with the needed equipment.
- -----------------------------------------------------------

We have invested significant funds in specialized telecommunications and
computer technologies and equipment to provide customized solutions to meet our
clients' needs. In addition, we have invested significantly in sophisticated
proprietary databases and software that enable us to market our clients'
products to targeted markets. We anticipate that it will be necessary to
continue to select, invest in and develop new and enhanced technology and
proprietary databases on a timely basis in the future in order to maintain our
competitiveness.

We have made commitments to finance leased equipment and have expended
substantial time and resources to train our personnel in the operation of our
existing equipment and to integrate the operations of our systems and
facilities. In the event of substantial improvements in computer technologies
and telecommunications equipment, we may be required to acquire such new
technologies and equipment at significant cost and/or phase out a portion of our
existing equipment. There can be no assurance that our technologies and
equipment will not be rendered obsolete or our services rendered less
marketable.

In light of, among other things, our recent and continuing downsizing, and
the more limited resources available to us as a result thereof, we cannot assure
you that we will be able to continue to develop and maintain the technology and
systems necessary for our business.

Access Worldwide is dependent on key personnel and may be affected by recent
- ----------------------------------------------------------------------------
changes in senior management.
- ----------------------------

The success of the Company depends in large part upon the abilities and
continued service of our key management personnel. Although we have employment
agreements with the executive officers that we consider to be key to our
success, we cannot assure stockholders that we will be able to retain the
services of such key personnel, and the failure of the Company to retain the
services of all of our key personnel could have a material adverse effect on our
business, including our financial condition and results of operations.

10

As part of our efforts to reduce expenses, Michael Dinkins, President and
Chief Executive Officer since August 1999, Chairman of the Board since March
2000 and a senior officer of the Company since August 1997, resigned from the
Board effective March 4, 2002, and as President and Chief Executive Officer
effective March 29, 2002.

An existing Board member, Shawkat Raslan, assumed the Chairman's role on
March 4, 2002 and the President and Chief Executive Officer positions on March
30, 2002. Mr. Raslan has been a Director of the Company since May 1997. Since
June 1983, he has served as President and Chief Executive Officer of
International Resources Holdings, Inc., an asset management and investment
advisory service for international clients. Due to his new responsibilities, he
has entered into a two-year employment agreement with Access Worldwide that
includes an annual salary of $150,000 with a bonus potential of 50% of his base
salary. The employment agreement can be canceled by either Mr. Raslan or the
Company with 30 days' notice and does not provide for any severance payments in
that event. Mr. Raslan has not, however, previously been the senior executive of
an entity that provides services of the type we provide.

On March 5, 2002, Lee Edelstein was named President and Chief Executive
Officer of TMS. Mr. Edelstein founded TMS and has been a member of our Board of
Directors since October 1997. He assumed the position from Mary Sanchez, who
resigned on March 5, 2002.

Other management personnel have left the Company recently and others may
leave in the near the future. We cannot assure you that the absence of these
management personnel will not have a material adverse effect on our business.

In addition, in order to support any growth that we are able to effectuate,
we will be required to recruit and retain additional qualified management
personnel. In light of, among other things, our recent and continuing
downsizing, and the more limited resources available to us as a result thereof,
we cannot assure you that we will be able to recruit and retain such personnel.
Our inability to attract and retain such personnel could have a material adverse
effect on our business, financial condition and results of operations.

Access Worldwide is dependent on its labor force and could be affected by
- -------------------------------------------------------------------------
potentially high turnover rates.
- -------------------------------

Many aspects of our business are labor intensive with the potential, based
on the nature of much of our work force, for high personnel turnover. Our
operations typically require specially trained persons, such as those employees
who market services and products in languages other than English and those
employees with expertise in the pharmaceutical detailing business. A higher
turnover rate among our employees would increase our recruiting and training
costs and decrease operating efficiencies and productivity. In addition, any
growth in our business will require us to recruit and train qualified personnel
at an accelerated rate from time to time. There can be no assurance that we will
be able to continue to hire, train and retain a sufficient labor force of
qualified persons to meet the needs of our business.

Access Worldwide was impacted by the events of September 11, 2001 and may be
- ----------------------------------------------------------------------------
impacted in the future by events of a similar nature.
- ----------------------------------------------------

Our businesses were impacted by the events of September 11, 2001 and may be
affected by future events of a similar nature.

Following September 11, 2001, we experienced among other things, lost
production days at our communication centers, lower than expected call volume
and cancelled medical education meetings.

While the impact on the communication centers appears to have been short
term, the impact on our medical education business has been more significant.
Under the percentage of completion method of recognizing revenues, we recognize
a percentage of the revenues for a medical meeting once a proposal is approved.
Our fourth quarter of 2001 was negatively affected by fewer approvals of these
proposals. We anticipate that our clients will be reluctant to book meetings far
in advance as they had done prior to September 11, 2001. In that event, our
financial condition and result of operations could be materially adversely
affected.

To the extent that there are any further events of a nature similar to that
of September 11, or a prolonged downturn in the U.S. economy, the Company could
experience an adverse effect. Our financial condition and results of operations
could be materially adversely affected.

Access Worldwide could be affected by a business interruption.
- -------------------------------------------------------------

Our business is highly dependent on our computer, software and telephone
equipment. The temporary or permanent loss of such systems or equipment, through
casualty or operating malfunction, or a significant increase in the cost of
telephone services that is not recoverable through an increase in the price of
our services, could have a material adverse effect on the Company. Our property
and business interruption insurance may not adequately compensate us for all
losses that we may incur in any such event.

Access Worldwide faces risks relating to its financing.
- ------------------------------------------------------

Our principal financing arrangement currently consists of our Credit
Facility with the Bank Group.

On February 22, 2002, we entered into the Fifth Amendment Agreement and
Waiver (the "Fifth Amendment") to the Credit Facility and its amendments with
the Bank Group. The Fifth Amendment limits the revolving committed amount to (i)
$7.0 million through May 31, 2002; (ii) $8.0 million from June 1, 2002 through
March 31, 2003; and (iii) $7.2 million from April 1, 2003 through June 30, 2003.
In addition, the Fifth Amendment allows for funding of $1.8 million in capital
expenditures in 2002.

On April 5, 2002, we entered into the Sixth Amendment and Waiver agreement
(the "Sixth Amendment") to the Credit Facility with the Bank Group which amends
certain provisions of the Credit Facility including requiring us to pay an
additional $1.5 million from the remaining Phoenix transaction proceeds, to
repay such amount on the outstanding balance of the Credit Facility and limits
the revolving committed amount to (i) $5.5 million through May 31, 2002; (ii)
$6.5 million from June 1, 2002 through March 31, 2003, and (iii) $5.7 million
from April 1, 2003 through June 30, 2003.

11

We cannot assure you that the funds available under our Credit Facility
will be sufficient to operate the Company. If we are unable to refinance the
Credit Facility on acceptable terms, our business and financial condition would
be materially adversely affected. We cannot assure you that we will be able to
obtain any such refinancing on terms that are acceptable to the Company or at
all.

Our Credit Facility could limit our actions.
- -------------------------------------------

Our Credit Facility contains certain affirmative and negative financial
covenants, including limitations on capital expenditures and incurrence of
additional debt, and requirements to achieve certain EBITDA targets. These
covenants could restrict us from taking actions which our management believes
would be desirable and in the best interests of Access Worldwide and our
shareholders.

Additionally, our ability to comply with these covenants can be affected by
events beyond our control, and we may not be able to meet these covenants. A
breach of any of these covenants could result in a default under our Credit
Facility. Upon the occurrence of a breach, the outstanding principal, together
with all accrued interest under our Credit Facility will at the option of our
Bank Group become immediately due and payable. If we were unable to repay
amounts that become due under the Credit Facility, our Bank Group could proceed
against the collateral granted to them to secure that indebtedness.
Substantially all of our assets are pledged as security under our Credit
Facility. If the indebtedness under our Credit Facility were to be accelerated,
our assets may not be sufficient to repay in full our indebtedness.

Our stock price has declined substantially in the previous year and may become
- ------------------------------------------------------------------------------
more volatile.
- -------------

The market price of Access Worldwide's common stock has fluctuated in the
past and is likely to fluctuate in the future as well. The price has fallen from
$0.625 per share on January 2, 2001 to $0.50 per share on March 27, 2002.
Factors that may have a significant impact on the market price of the stock
include:

. Future announcements concerning Access Worldwide or our competitors;
. Results of technological innovations or service extensions;
. Government regulations; and
. Changes in general market conditions, particularly in the market for
micro-cap stocks.

Shortfalls in Access Worldwide's revenues or earnings in any given period
relative to any expectations in the securities markets could immediately,
significantly and adversely affect the trading price of the Company's common
stock. We have experienced and may experience future quarter to quarter
fluctuations in our results of operations. Quarterly results of operations may
fluctuate as a result of a variety of factors, including, but not limited to,
the size and timing of client orders, changes in client budgets, material
variations in the cost of telephone services, the demand for our services, the
timing of the introduction of new services and service enhancements by the
Company, the market acceptance of new services, competitive conditions in the
industries we serve, our ability to effectuate any strategic transactions and
general economic conditions. These factors, either individually or in aggregate,
could result in decreasing revenues and earnings, which could, in turn,
materially and adversely affect the price of the Company's common stock.

Access Worldwide faces risk of stock trading on the OTC Bulletin Board.
- ----------------------------------------------------------------------

Because our stock trades on the OTC Bulletin Board and not on an exchange
or the NASDAQ National Market or NASDAQ SmallCap Market, we will have less
ability to access the public equity and debt markets, should it be necessary or
advisable to do so, than if our stock traded on one of those other more
recognizable trading venues.

Employees
- ---------

As of March 27, 2002, we had approximately 900 employees. Prior to the
sale of Phoenix and CAG in 2002, we had approximately 1,300 employees.

12

None of our employees are represented by a labor union and we are not aware
of any current activity to organize any of the employees. We consider relations
between the Company and our employees to be good.

Item 2. Properties

Our principal executive offices are located in Boca Raton, Florida. Prior
to the sale of Phoenix and CAG, we had operations in California, Florida, New
York, New Jersey, Maryland and Virginia. Subsequent to the sale, our operations
are in Florida, New York, Maryland and Virginia. All of our properties are
leased and have lease terms ranging from three to ten years. We believe that our
current facilities are adequate for our needs for the foreseeable future. Set
forth below is a list of our properties divided into two groups, those we
utilized prior to the sale of Phoenix and CAG and those that we currently
utilize.

Approx.
Approx. Square Feet
Square Feet Subsequent
Prior to Sale To Sale
Location Principal Use Transactions Transactions
- -------- -------------- ------------ ------------

Boca Raton, FL Corporate Offices 1,564 1,564

Pharmaceutical Marketing Services Segment:
Boca Raton, FL Physician and Pharmacy Tel-detailing 25,736 25,736
Lincoln Park, NJ Drug Sample and Literature Fulfillment, Sales Force 127,220 -
Productivity Systems
Fairfield, NJ Drug Sample Fulfillment 40,000 -
Montville, NJ Drug Sample Fulfillment 112,500 -
New York, NY Medical Education Services 6,190 6,190

Consumer and Business Services Segment:
Hyattsville, MD Customer Sales and Service Programs 24,525 24,525
Boca Raton, FL Customer Sales and Service Programs 6,000 6,000
Rosslyn, VA Customer Sales and Service Programs 7,037 7,037

Other Segment:
Los Angeles, CA Market Research 4,310 -

Item 3. Legal Proceedings

From time to time, we are party to certain claims, suits and complaints
that arise in the ordinary course of business. Currently, there are no such
claims, suits or complaints, which, in the opinion of management, would have a
material adverse effect on our financial position, results of operations and
cash flow with the exception of the following:

On May 29, 2001, Douglas Rebak and Joseph Macaluso filed suit against the
Company in the Federal District Court for the district of New Jersey. The
lawsuit seeks enforcement of an alleged amendment to an earn-out agreement
between the Company and Messrs. Rebak and Macaluso relating to our acquisition
of Phoenix in 1997. Messrs. Rebak and Macaluso were the two majority
shareholders of Phoenix prior to the acquisition and became officers of the
Company after Phoenix became a subsidiary of Access Worldwide. The suit alleges
that we agreed to amend the earn-out agreement. The lawsuit seeks actual damages
of $850,000 plus additional unspecified punitive damages. We have denied the
allegations of the Complaint, and intend to defend

13

vigorously. While we believe the claims have no legal basis, we cannot provide
assurance as to the outcome of the litigation.

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

No matters were submitted to a vote of security holders during the quarter
ended December 31, 2001.

PART II

Item 5. Market for Registrant's Common Equity and Related Shareholder Matters

(a) Market Information

Prior to July 17, 2001, the Company's Common Stock traded on the Nasdaq
SmallCap Market under the symbol "AWWC". As of July 17, 2001, the Company's
Common Stock began trading on the Over the Counter Bulletin Board under the
symbol "AWWC", and no longer trades on the Nasdaq SmallCap Market. The following
table sets forth the high and low sale prices for the Company's common stock as
reported by the markets in which the Company's stock traded for the periods
indicated:

Market Prices
----------------------------------------
2001 2000
---------------- ----------------
Fiscal Quarters High Low High Low
---------------- ----- ----- ----- -----
First Quarter $1.50 $0.50 $4.25 $1.91
Second Quarter 0.80 0.44 2.50 1.00
Third Quarter 1.02 0.67 1.78 0.91
Fourth Quarter 0.96 0.40 1.66 0.41

(b) Holders

The number of record holders of our common stock as of March 5, 2002 was
approximately 120 and the number of beneficial owners of our common stock as of
March 5, 2002 was approximately 1,552. We included individual participants in
security position listings in calculating the number of holders.

(c) Dividends

We have never paid cash dividends on our common stock and do not anticipate
paying cash dividends on our common stock in the foreseeable future. In
addition, the terms of our Credit Facility prohibit the payment of cash
dividends.

14

Item 6. Selected Financial Data

The selected statements of operations data for the quarters ended March 31,
June 30, September 30 and December 31, 2001, and 2000 set forth below have been
derived from our unaudited Consolidated Financial Statements. The following
selected financial data should be read in conjunction with our Consolidated
Financial Statements and the Notes thereto, and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included elsewhere in
this Form 10-K.

Quarters Ended
---------------------------------------------------------------
March 31, June 30, September 30, December 31,
2001 2001 2001 2001
-------- -------- ------------ -----------

(In Thousands Except for Per Share Data)
Statements of Operations Data:
Revenues $21,908 $26,129 $17,497 $ 15,538
Cost of revenues 13,614 17,140 10,565 7,889
------- ------- ------- --------
Gross profit 8,294 8,989 6,932 7,649
Selling, general and administrative
expenses 7,213 7,048 6,919 7,492
Impairment of intangible assets (4) - - - 32,845
Amortization expense 703 702 702 701
------- ------- ------- --------
Income (loss) from operations 378 1,239 (689) (33,389)
Interest expense, net 1,369 1,230 1,744 510
Other expense -- -- 60 --
------- ------- ------- --------
(Loss) income before income taxes (991) 9 (2,493) (33,899)
Income tax (benefit) expense (311) 83 (459) (88)
------- ------- ------- --------
Net loss $ (680) $ (74) $(2,034) $(33,811)
======= ======= ======= ========
Net loss per common share--basic $ (0.07) $ (0.01) $ (0.21) $ (3.47)
Net loss per common share--diluted (1) $ (0.07) $ (0.01) $ (0.21) $ (3.47)

Quarters Ended
---------------------------------------------------------------
March 31, June 30, September 30, December 31,
2000(2) 2000 2000 2000
-------- ------- ------------ -----------

(In Thousands Except for Per Share Data)
Statements of Operations Data:
Revenues $23,581 $24,730 $18,399 $20,603
Cost of revenues 14,360 15,313 11,049 12,862
------- ------- ------- --------
Gross profit 9,221 9,417 7,350 7,741
Selling, general and administrative
expenses 7,775 7,552 6,810 7,610
(Loss) gain on sale of business (3) -- (7,864) 250 (138)
Amortization expense 785 769 703 703
------- ------- ------- --------
Income (loss) from operations 661 (6,768) 87 (710)
Interest expense, net 1,375 1,706 1,236 1,620

15

Other income -- -- -- 230
------- ------- ------- -------
Loss before income taxes (714) (8,474) (1,149) (2,100)
Income tax (benefit) expense (130) 207 430 (855)
------- ------- ------- -------
Net loss $ (584) $(8,681) $(1,579) $(1,245)
======= ======= ======= =======
Net loss per common share--basic $ (0.06) $ (0.89) $ (0.16) $ (0.13)
Net loss per common share--diluted (1) $ (0.06) $ (0.89) $ (0.16) $ (0.13)

==============

(1) Since the effects of the stock options and earnout contingencies are anti-
dilutive for all four quarters in 2001 and 2000, these effects have not
been included in the calculation of diluted EPS for 2001 and 2000.
(2) In the fourth quarter of 2000, we implemented SAB No. 101, and as a result
reduced our revenues and cost of sales related to the licensing of American
Medical Association ("AMA") databases in the first quarter ended March 31,
2000 in the amount of $1,883,261.
(3) On June 9, 2000, we sold the assets and business of our Plano, Texas
communication center, realizing a total net loss of $7.8 million, which
included a $250,000 gain relating to an escrowed amount that was returned
to us in the third quarter of 2000.
(4) In the fourth quarter of 2001, we recorded an impairment charge of $32.8
million in accordance with FASB 121, "Accounting for Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed of".

The selected consolidated financial data set forth as of and for each of
the five years in the period ended December 31, 2001, has been derived from our
Consolidated Financial Statements, which have been audited. The balance sheet
data as of December 31, 1997, 1998, 1999 and the statement of operations data
for the years ended December 31, 1997 and 1998 are derived from our financial
statements which have been audited. These financial statements have not been
included herein. The following information contained in this table should be
read in conjunction with the Consolidated Financial Statements and the Notes
thereto, and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" included elsewhere herein.

Years Ended December 31,
----------------------------------------------------------------------
1997(1) 1998(2)(3) 1999(3) 2000(3) 2001
------- ---------- -------- -------- --------

(In Thousands Except for Per Share Data)
Statements of Operations Data:
Revenues $36,653 $ 71,886 $ 81,187 $ 87,313 $ 81,072
Cost of revenues 21,813 39,743 49,350 53,584 49,208
------- ---------- -------- -------- --------
Gross profit 14,840 32,143 31,837 33,729 31,864
Selling, general and administrative expenses 8,909 21,432 29,108 29,747 28,672
Impairment of intangible assets (4) - - - - 32,845
Loss on sale of business -- -- -- 7,752 ---
Amortization expense 901 1,731 3,110 2,960 2,808
Unusual charge -- -- 1,526 --- --
------- ---------- -------- -------- --------

Income (loss) from operations 5,030 8,980 (1,907) (6,730) (32,461)
Interest expense (2,327) (911) (3,724) (5,937) (4,853)
Other (expense) income (297) 4 - 230 (60)
------- ---------- -------- -------- --------

Income (loss) before income taxes 2,406 8,073 (5,631) (12,437) (37,374)
Income tax expense (benefit) 1,181 3,552 (1,793) (348) (775)
------- ---------- -------- -------- --------

Income (loss) before extraordinary charge 1,225 4,521 (3,838) (12,089) (36,599)
Extraordinary charge on extinguishment of debt (net
of tax expense of $82) -- -- (102) --- --

16

------- ---------- -------- -------- --------

Net income (loss) $ 1,225 $ 4,521 $ (3,940) $(12,089) $(36,599)
======= ========== ======== ======== ========

Net income (loss) per common share--basic $ 0.26 $ 0.52 $ (0.42) $ (1.25) $ (3.76)
Net income (loss) per common share--diluted $ 0.26 $ 0.51 $ (0.42)(5) $ (1.25)(5) $ (3.76)(5)

As of December 31,
----------------------------------------------------------------------
1997 1998 1999 2000 2001
------- ---------- -------- -------- --------

(In Thousands Except for Per Share Data)
Balance Sheet Data:

Current assets $12,384 $ 23,914 $ 25,628 $ 24,752 $ 24,815
Total assets 52,680 104,422 109,524 92,980 57,532(4)
Current liabilities 17,336 21,944 17,160 17,051 48,793
Long-term debt, less current maturities 34,319 29,847 41,369 36,297 5,676
Mandatorily redeemable preferred stock 3,888 6,500 4,000 4,000 4,000
Common stockholders' (deficit) equity (2,863) 46,130 46,695 35,253 (1,288)

(1) Effective November 1, 1997, we acquired the assets and liabilities of
Phoenix in a transaction accounted for as a purchase.
(2) Effective October 1, 1998, we acquired all of the outstanding capital stock
of AM Medica, our medical education division, in a transaction accounted
for as a purchase.
(3) In the fourth quarter of 2000, we implemented SAB No. 101, and as a result
reduced revenues and cost of sales related to the licensing of American
Medical Association ("AMA") databases for the years ended December 31,
2000, 1999, and 1998 in the amount of $1,883,261, $1,328,180, and
$1,347,933, respectively.
(4) In the fourth quarter of 2001, we recorded an impairment charge of $32.8
million in accordance with FASB 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of".
(5) Since the effects of the stock options and earnout contingencies are anti-
dilutive for the years ended December 31, 2001, 2000 and 1999, these
effects have not been included in the calculation of diluted EPS for 2001,
2000 and 1999.

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

The following discussion of the financial condition and results of
operations of the Company should be read in conjunction with Selected Financial
Data and our Consolidated Financial Statements and the Notes thereto included
elsewhere in this Form 10-K.

Overview

Founded in 1983, Access Worldwide Communications, Inc. ("Access Worldwide,"
"we," "our," "us," or the "Company" refers to Access Worldwide and/or, as the
context requires, one or more of our subsidiaries) is an outsourced marketing
services company that provides a variety of sales, education and communication
programs in the pharmaceutical, telecommunications and consumer products
industries to clients in various countries. We offer services that help our
clients attract new customers, maintain existing customer relationships and
increase customer loyalty and retention. We believe that our ability to provide
both strategic and tactical solutions, supported by systems and technology, help
to differentiate us in the highly fragmented outsourced marketing services
industry.

Currently, the Company is comprised of the following two principal business
segments:

Pharmaceutical Marketing Services ("Pharmaceutical"), consisting of AM
Medica and TMS (pharmaceutical division) that provides outsourced services,
including medical education, medical publishing, pharmacy stocking and clinical
trial recruitment to the pharmaceutical and medical industries.

Consumer and Business Services ("Consumer"), consisting of TelAc and TMS
(consumer and business-to-business divisions), that provides consumer and
multilingual telemarketing services to clients in the telecommunications and
consumer products industries.

17

Until February 2002, the Pharmaceutical segment included pharmaceutical
sample distribution offered by Phoenix, which was acquired by Express Scripts,
Inc. on February 25, 2002. In addition, we had a third smaller business segment
through January 2002, Strategic Research Services that consisted of CAG, which
was acquired by LuminaAmericas, Inc. on January 31, 2002, that provided
quantitative and qualitative market research to clients in various countries.

Although now a much smaller company with pro forma assets totaling
approximately $33.7 million at December 31, 2001 assuming the sale of Phoenix
and CAG had occurred on December 31, 2001 and pro forma revenues totaling
approximately $48.2 million for the year ended December 31, 2001, assuming the
sale of Phoenix and CAG had occurred on January 1, 2001, the Company will
continue to operate as an outsourced marketing services company that provides a
variety of sales, education and communications programs in the pharmaceutical,
telecommunications and consumer products industries to clients in various
countries.

During the second quarter of 2001, we installed a new Automatic Call
Distributor ("ACD") at our Boca Raton communications center, a piece of
communication center technology that allows us to handle greater inbound and
outbound programs. The new ACD allows us to pursue consumer telemarketing
programs on the second and third shifts, rather than being limited to programs
during traditional business hours. In addition, we are offering a variety of
services relating to clinical trial recruitment and patient education on behalf
of pharmaceutical companies through this technology.

We will continue to strive to diversify our services by introducing new and
expanded programs and continue to explore potential strategic transactions which
are available to us and which could increase shareholder value. Some of the
transactions we would consider are as follows:

Sell the Medical Education Business. Access Worldwide is continuing to
-----------------------------------
operate AM Medica on a cost-effective basis and has identified staff reductions
while actively working to identify potential acquirers for the business. The
Board and senior management is considering the sale of this business. If a sale
of AM Medica occurs, our Board and senior management will consider the
possibility of merging TelAc and TMS into another company or companies. Any net
proceeds from a possible sale of AM Medica could be used to make payments on our
Credit Facility.

Merge into Another Business. Our Board of Directors and senior management
---------------------------
is considering the possibility of merging the remaining Company or its
divisions into another company or companies.

Sell the Businesses. In addition to considering a merger, the Board, HNY
-------------------
Associates LLC, and senior management are identifying companies that could have
an interest in acquiring one or all of our remaining divisions.

We currently have no agreements in place with respect to any of the
foregoing potential transactions and we cannot assure you that we will be able
to effectuate any such transactions or any other strategic transactions.

Critical Accounting Policies

Our consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States of America, which
require us to make estimates (see Note 3 to the consolidated financial
statements.) Certain accounting policies are deemed "critical", as they require
management's highest degree of judgment, estimates and assumptions. A discussion
of our critical accounting policies, the judgments and uncertainties affecting
their application, and the likelihood that materially different amounts would be
reported under different conditions or using different assumptions follows:

Revenues

We provide a variety of services to a diverse client base. The principal
sources of revenue and manner of recognition are as follows:

. For medical education and meeting programs, we recognize revenue on the
percentage of completion method which at times results in unbilled
receivables. Under this method, estimated income and achievement of
resulting revenue is generally accrued based on costs incurred and
project milestones.
. For teleservices projects, we bill clients and recognize revenue on one
of the following bases: production hours, completed presentations, phone
calls placed or received, sales made per hour or a fixed monthly fee.
Revenues are recognized as the services are performed.

In addition, prior to our sale of Phoenix and CAG, our principal sources
of revenue and manner of recognition also included the following:

18

. For customized or non-standard database projects, we billed either on a
fixed fee or on a per item basis, and revenues were recognized upon
delivery of data to the client. Monthly or other scheduled data services
were billed and revenue was recognized on a straight-line basis over the
life of the service.
. For sample fulfillment services, we billed on a per item basis and
recognized revenue when services were rendered.
. For market research projects, we generally billed and collected fixed
project fees in periodic installments over the life of the project
including a percentage of the total project costs at the execution of a
contract. Revenues were recognized on the percentage of completion
method and at times resulted in unbilled receivables.

Cost of revenues

Cost of revenues consists of expenses specifically associated with client
service revenues. The cost of revenues includes salaries and benefits,
commissions paid to sales personnel, purchased services for clients and,
telephone charges and, prior to the sale of Phoenix, warehousing facilities,
shipping and packaging costs for sample fulfillment and the cost of electronic
equipment leased to customers.

Selling, general and administrative expenses

Selling, general and administrative expenses include staff functions such
as accounting, information technology and human resources, as well as expenses
not directly linked to client service revenues, such as depreciation,
amortization and rental expenses.

Accounts receivable

We extend credit to our customers in the normal course of business. We
continuously monitor collections and payments from our customers and maintain an
allowance for doubtful accounts based upon historical experience and any
specific customer collection issues that we have identified. While such bad debt
expenses have historically been within our expectations and the allowances
established, we cannot guarantee that we will continue to experience the same
credit loss rates that we have in the past. Since our accounts receivable are
concentrated in a relatively few number of customers, a significant change in
the liquidity or financial position of any of these customers could have a
material adverse impact on the collectability of our accounts receivable and our
future operating results.

Valuation of long-lived assets and goodwill

We review long-lived assets and goodwill for impairment whenever events or
changes in circumstances indicate that the carrying amount of these assets may
not be fully recoverable. When we determine that the carrying amount of long-
lived assets and goodwill may not be fully recoverable, we measure impairment by
comparing an asset's estimated fair value to its carrying value. The
determination of fair value is based on quoted market prices in active markets,
if available, or independent appraisals; sales price negotiations; or projected
future cash flows discounted at a rate determined by management. The estimation
of fair value includes significant judgments regarding assumptions of revenue,
operating and marketing costs, selling and administrative expenses, interest
rates; property, plant and equipment additions and retirements; and industry
competition and general economic and business conditions, among other factors.

Upon adoption of Financial Accounting Standards No. 142, "Goodwill and
Other Intangible Assets" on January 1, 2002, we ceased to amortize goodwill;
goodwill amortization was approximately $2.8 million for the year ended
December 31, 2001. In lieu of amortization, we are required to perform an
initial impairment review of our goodwill in 2002 and an annual impairment
review thereafter. We are currently assessing the impact, if any, of the
adoption on our results of operations and financial position. We expect to
complete our initial review during the second quarter of 2002.

If there is a material change in the assumptions used in our determination
of fair value or if there is a material change in the conditions or
circumstances influencing fair value, we could be required to recognize a
material impairment charge.

Income taxes

We recognize deferred tax assets and liabilities based on differences
between the financial statement carrying amounts and the tax bases of assets and
liabilities. We record a valuation allowance to reduce deferred tax assets to
the amount that is

19

more likely than not to be realized. We consider tax loss carrybacks, reversal
of deferred tax liabilities, tax planning and estimates of future taxable income
in assessing the need for the valuation allowance. At the time it is determined
that we are unable to realize deferred tax assets in excess of the recorded
amount, an adjustment to the deferred tax asset would increase income in the
period such determination was made. Likewise, should we determine that we would
not be able to realize all or part of our net deferred tax assets in the future,
an adjustment to the deferred tax assets would be charged to income in the
period such determination was made.

Results of Operations by Segment for 2001 and 2000

The following table sets forth, for the periods indicated, certain
statements of operations data by segment obtained from our statements of
operations. The data reflects the operations of Phoenix which was sold in the
first quarter of 2002.

Pharmaceutical Consumer
------------------------------ ---------------------------------
2001 2000 Change 2001 2000 Change
-------- -------- ------- -------- ------- --------
(in thousands)

Statements of Operations Data:
Revenues $ 59,127 $53,806 $ 5,321 $17,455 $29,249 $(11,794)
Cost of revenues 36,432 33,490 2,942 10,490 18,105 (7,615)
-------- ------- -------- ------- ------- --------
Gross profit 22,695 20,316 2,379 6,965 11,144 (4,179)
Selling, general and
administrative expenses 14,283 13,396 887 7,521 10,275 (2,754)
Impairment of intangible assets 31,955 - 31,955 - - -
Loss on sale of business - - - - 7,752 (7,752)
Amortization expense 2,720 2,724 (4) - 150 (150)
-------- ------- -------- ------- ------- --------
Operating profit (loss) $(26,263) $ 4,196 $(30,459) $ (556) $(7,033) $ 6,477
======== ======= ======== ======= ======= ========

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

Our revenues decreased $6.2 million, or 7.1%, to $81.1 million for 2001,
compared to $87.3 million for 2000. Revenues for the Pharmaceutical Segment
increased $5.3 million, or 9.9%, to $59.1 million for 2001, compared to $53.8
million for 2000. The increase was due to an increase in sample fulfillment
revenues which were partially offset by a decrease in pharmaceutical
telecommunications programs performed. Revenues for the Consumer Segment
decreased $11.7 million, or 40.1%, to $17.5 million for 2001, compared to $29.2
million for 2000. Excluding the revenues from the Plano, Texas communication
center that was sold in June 2000, the Consumer Segment revenues were $24.7
million for 2000. The remaining decrease was primarily due to the loss of a
database maintenance client in the fourth quarter of 2000 and a reduction in
inbound and outbound teleservices production hours and marketing programs
partially due to the general slow-down in the economy, including the effects of
the terrorist attacks of September 11, 2001.

Our cost of revenues decreased $4.4 million, or 8.2%, to $49.2 million for
2001, compared to $53.6 million in 2000. Our cost of revenues as a percentage of
revenues decreased slightly to 60.7% for 2001 from 61.4% for 2000. Cost of
revenues as a percentage of revenues for the Pharmaceutical Segment decreased
slightly to 61.6% for 2001 compared to 62.3% for 2000. The decrease was due to
sample fulfillment revenues growing at a rate faster than cost of revenues,
which was partially offset by an increase in the number of medical meetings,
which included higher direct costs incurred by us due to client specifications.
Cost of revenues as a percentage of revenues for the Consumer Segment decreased
to 60.0% for 2001 from 62.0% for 2000. The decrease was due to the move of one
of our communication centers from Virginia to Maryland which allowed us to
better manage our resources and costs, which was partially offset by a decrease
in revenues due to the loss of a database maintenance client in the fourth
quarter of 2000.

Our selling, general and administrative expenses decreased $1.0 million, or
3.4%, to $28.7 million for 2001, compared to $29.7 million for 2000. Our
selling, general and administrative expenses as a percentage of revenues
increased to 35.4% for 2001, compared to 34.0% for 2000. Selling, general and
administrative expenses as a percentage of revenues for the Pharmaceutical
Segment decreased to 24.2% for 2001 compared to 24.9% for 2000. The decrease was
due to the increase in sample fulfillment revenues and our efforts to continue
to control costs. Selling, general and administrative expenses as a percentage
of revenues for the Consumer Segment increased to 42.9% for 2001, from 35.3% for
2000. The increase was due to a decrease in revenues due to

20

the loss of a database maintenance client in the fourth quarter of 2000 and a
reduction in inbound and outbound teleservices production hours and marketing
programs due partially to the general slow-down in the economy, including the
effects of the terrorist attacks of September 11, 2001, which was partially
offset by our efforts to control costs.

In the fourth quarter of 2001, we recognized an impairment loss in the
amount of $32.8 million ($0.9 million represents an impairment loss from a
business included in our "Other" segment). Such impairment loss was for those
intangible assets which (i) we sold subsequent to year-end (see Note 20) at a
loss, which indicates that there was an impairment of the intangible assets at
December 31, 2001, (ii) we hold for sale and anticipate selling during the year-
end December 31, 2002 and, based on estimated fair value as a result of purchase
offers received to date, indicate that there was an impairment of the intangible
assets at December 31, 2001, or (iii) we will continue to operate but have
determined that the cash flows from operations plus an estimate of the proceeds
from its eventual disposition indicate that there was an impairment of the
intangible assets at December 31, 2001.

On June 9, 2000, we sold the assets and business of our Plano, Texas
communication center for $5 million in cash. At the time of the closing,
$250,000 of the selling price was put in escrow and was released to us in the
third quarter of 2000. We realized a net loss of $7.8 million (including the
write-off of intangible assets of $10.7 million) in connection with the
transaction.

Our amortization expense decreased $0.2 million, or 6.7%, to $2.8 million
for 2001, compared to $3.0 million for 2000. The decrease was due to the sale of
the Plano, Texas communication center in 2000 that resulted in the write-off of
$10.7 million in goodwill related to that business.

Our net interest expense decreased $1.0 million, or 16.9%, to $4.9 million
for 2001 compared to $5.9 million for 2000. The decrease was due to a decrease
in the applicable rate under our Credit Facility, lower average debt
outstanding, partially offset by the interest expense recorded to adjust the
value of the warrants issued to the Bank Group to their fair market value, and
the amortization expense associated with the increase in deferred financing
costs relating to our financing activities.

Our income tax benefit increased to $0.8 million in 2001, from $0.3 million
in 2000. Our effective tax rate decreased from a benefit of 3% in 2000 to a
benefit of 2% in 2001 due to increased losses recorded by the Company which
generated net operating loss carryforwards that were partially offset by an
increase in the valuation allowance against the corresponding deferred tax
assets.

Results of Operations by Segment for 2000 and 1999

The following table sets forth, for the periods indicated, certain
statements of operations data by segment obtained from our statements of
operations. The data reflects the operations of Phoenix which was sold in the
first quarter of 2002.

Pharmaceutical Consumer
----------------------------------- ------------------------------------
2000 1999 Change 2000 1999 Change
-------- -------- ------- ------- ------- --------
(in thousands)

Statements of Operations Data:
Revenues $53,806 $ 45,503 $ 8,303 $29,249 $31,427 $ (2,178)
Cost of revenues 33,490 24,834 8,656 18,105 22,348 (4,243)
-------- -------- ------- ------- ------- --------
Gross profit 20,316 20,669 (353) 11,144 9,079 2,065
Selling, general and
administrative expenses
(including unusual charge) 13,396 12,186 1,210 10,275 11,473 (1,198)
Loss on sale of business - - - 7,752 - 7,752
Amortization expense 2,724 2,685 39 150 339 (189)
-------- -------- ------- ------- ------- --------
Operating profit (loss) $ 4,196 $ 5,798 $(1,602) $(7,033) $(2,733) $ (4,300)
======== ======== ======= ======= ======= ========

Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

Our revenues increased $6.1 million, or 7.5%, to $87.3 million for 2000,
compared to $81.2 million for 1999. Revenues for the Pharmaceutical Segment
increased $8.3 million, or 18.2%, to $53.8 million for 2000, compared to $45.5
million for 1999.

21

The increase was due to an increase in sample fulfillment shipments for a major
customer and an increase in medical education meetings. Revenues for the
Consumer Segment decreased $2.2 million, or 7.0%, to $29.2 million for 2000,
compared to $31.4 million for 1999. The decrease was primarily due to a net
decrease in billable hours for both new and existing clients and a decrease in
revenues as a result of the sale of the Plano, Texas communications center in
the second quarter of 2000.

Our cost of revenues increased $4.3 million, or 8.7%, to $53.6 million for
2000, compared to $49.3 million in 1999. Our cost of revenues as a percentage of
revenues increased slightly to 61.4% for 2000 from 60.7% for 1999. Cost of
revenues as a percentage of revenues for the Pharmaceutical Segment increased to
62.3% for 2000 compared to 54.5% for 1999. The increase was due to an increase
in the percentage of international medical education meetings, which were more
costly to run, and an increase in labor and occupancy costs incurred in
conjunction with the opening of another warehouse to support increased sample
fulfillment business. Cost of revenues as a percentage of revenues for the
Consumer Segment decreased to 62.0% for 2000 from 71.0% for 1999. In 1999, we
had higher personnel turnover, which caused higher recruiting, training and
temporary employee costs, as compared to 2000. Another contributor to the
decrease was inefficiencies relating to the expansion of the Consumer Segment in
early 1999, which we believe have subsequently been corrected.

Our selling, general and administrative expenses (including unusual charge)
decreased $0.9 million, or 2.9%, to $29.7 million for 2000, compared to $30.6
million for 1999. Selling, general and administrative expenses (including
unusual charge) as a percentage of revenues decreased to 34.0% for 2000,
compared to 37.7% for 1999. Selling, general and administrative expenses
(including unusual charge) as a percentage of revenues for the Pharmaceutical
Segment decreased to 24.9% for 2000 compared to 26.8% for 1999. The decrease was
due to a reduction in bad debt expense resulting from contract disputes in the
prior year, as well as improved collection procedures implemented during 2000.
Selling, general and administrative expenses (including unusual charge) as a
percentage of revenues for the Consumer Segment decreased to 35.3% for 2000 from
36.6% for 1999. The decrease was due to our change in focus in 1999 at our Boca
Raton communications center from Business-to-Consumer to Business-to-Business,
which is less costly. This was partially offset by a decrease in revenues
generated at our Arlington, Virginia teleservices location, while fixed costs
remained constant at that facility.

During the second and third quarters of 1999, we recorded a one-time,
unusual charge in the amount of $1.5 million as part of our corporate plan to
improve future performance, which included $929,000 (which included $17,000 and
$45,000 for the Pharmaceutical and Consumer Segments, respectively) in severance
costs, $248,000 in costs incurred due to our exploration of strategic
alternatives, $200,000 in deferred acquisition costs incurred on pending
acquisitions which were no longer being pursued, and $149,000 in costs
associated with the negotiations relating to the Credit Facility.

On June 9, 2000, we sold the assets and business of our Plano, Texas
communication center for $5 million in cash. At the time of the closing,
$250,000 of the selling price was put in escrow and was released to us in the
third quarter of 2000. We realized a net loss of $7.8 million (including the
write-off of intangible assets of $10.7 million) in connection with the
transaction.

Our amortization expense decreased $0.1 million, or 3.2%, to $3.0 million
for 2000, compared to $3.1 million for 1999. The decrease was due to the sale of
the Plano, Texas communication center in 2000 that resulted in the write-off of
$10.7 million in goodwill related to that business.

Our net interest expense increased $2.2 million, or 59.5%, to $5.9 million
for 2000 compared to $3.7 million for 1999. The increase was due to the higher
interest rate applicable to the Credit Facility resulting from an amendment
thereto.

Our income tax benefit decreased to $0.3 million in 2000, from $1.8 million
in 1999, primarily as a result of the non-deductible write-off of goodwill in
conjunction with the sale of the Plano, Texas communication center during 2000.
Our effective tax rate decreased from 32% in 1999 to 3% in 2000 due to increased
losses recorded by the Company.

Liquidity and Capital Resources

At December 31, 2001, we had negative working capital of $24.0 million
which included approximately $30.4 million of debt which is classified as
current portion of indebtedness. The $30.4 million was repaid via two payments,
a payment of $28.9 million in February 2002 and a payment of $1.5 million in
April 2002. Excluding the $30.4 million of debt, this represents a decrease of
$1.3 million, or 16.9%, from $7.7 million in working capital at December 31,
2000. Our primary sources of liquidity consist of cash and cash equivalents,
accounts receivable and availability of borrowings under our Credit Facility. As
of December 31, 2001, we had cash and cash equivalents of $3.4 million, compared
to $1.9 million as of December 31, 2000.

Net cash provided by operating activities was $4.3 million in 2001,
compared to $4.4 million in 2000. The slight decrease was due to a decrease in
accounts receivables, unbilled receivables, accrued salaries, wages and related
benefits and

22

deferred revenues of $1.5 million partially offset by an increase in accounts
payable and other assets of $1.6 million. Net cash provided by operating
activities was $4.4 million in 2000, compared to $0.8 million in 1999. Excluding
the loss on the sale of the Plano, Texas communication center of $7.8 million,
there was $3.4 million net cash used in operating activities in 2000, compared
to $0.8 million net cash provided by operating activities in 1999. The increase
in 2000 compared to 1999 was primarily due to an increase in accounts payable
and accrued expenses of $3.4 million offset by a reduction in accrued interest
and related party expenses of $0.6 million and an increase in unbilled
receivables of $1.1 million. The decrease in accrued interest and related party
expenses was primarily due to contingent payments earned in 1999 and paid in
2000. There were no similar payments earned or paid in 2000 and 2001.

Our accounts receivable turnover averaged 71 days, 72 days and 66 days
for the years ended December 31, 2001, 2000 and 1999, respectively.

Net cash used in investing activities was $2.5 million in 2001, compared
to net cash provided by investing activities of $2.2 million in 2000. The
change was due principally to $4.8 million in net proceeds received from the
sale of the Plano, Texas communication center received in 2000 and a decrease
in capital expenditures of $0.9 million in 2001 as compared to 2000. Ne