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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

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

For the fiscal year ended December 31, 20172019

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 No. 1-9410

 

COMPUTER TASK GROUP, INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

New York

 

16-0912632

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

800 Delaware Avenue, Buffalo, New York

 

14209

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (716) 882-8000

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

 

Title of each classEach Class of Stock

 

Trading Symbol

Name of each exchange on which registered

Common Stock, $.01 par value $0.01 per share

 

CTG

The NASDAQ Stock Market, LLC

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    YES     NO 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    YES     NO 

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     NO 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES     NO 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) 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. 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “an emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer

Accelerated filer

 

 

 

 

Non-accelerated filer

 (Do not  check if a smaller reporting company)

Smaller reporting company

 

 

 

Emerging growth company

 

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    YES     NO 

The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates, computed by reference to the price at which the common equity was last sold on the last business day of the registrant’s most recently completed second quarter was $83.5$53.8 million. Solely for the purposes of this calculation, all persons who are or may be executive officers or directors of the registrant have been deemed to be affiliates.

The total number of shares of Common Stock of the Registrant outstanding at March 2, 20189, 2020 was 15,290,131.15,069,117.

DOCUMENTS INCORPORATED BY REFERENCE

None.

 

1


SEC Form 10-K Index

 

Section

 

Page

Part I

 

Item 1.

Business

13

Item 1A.

Risk Factors

68

Item 1B.

Unresolved Staff Comments

1113

Item 2.

Properties

1113

Item 3.

Legal Proceedings

1114

Item 4.

Mine Safety Disclosures

1214

Part II

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

1215

Item 6.

Selected Financial Data

1418

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

1519

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

2630

Item 8.

Financial Statements and Supplementary Data

2831

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

5866

Item 9A.

Controls and Procedures

5866

Item 9B.

Other Information

6168

Part III

 

Item 10.

Directors, Executive Officers and Corporate Governance

6269

Item 11.

Executive Compensation

6472

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

7885

Item 13.

Certain Relationships and Related Transactions, and Director Independence

8086

Item 14.

Principal Accounting Fees and Services

8087

Part IV

 

Item 15.

Exhibits, Financial Statement Schedules

8288

Item 16.

Form 10-K Summary

8490

 

Signatures

8692

 

 

 

2


As used in this annual report on Form 10-K, references to “CTG,” “the Company” or “the Registrant” refer to Computer Task Group, Incorporated and its subsidiaries, unless the context suggests otherwise.

PART I

Forward-Looking Statements

This annual report on Form 10-K contains forward-looking statements made by the management of Computer Task Group, Incorporated (CTG, the Company or the Registrant) that are subject to a number of risks and uncertainties. These forward-looking statements are based on information as of the date of this report. The Company assumes no obligation to update these statements based on information from and after the date of this report. Generally, forward looking statements include words or phrases such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “projects,” “could,” “may,” “might,” “should,” “will” and words and phrases of similar impact. The forward-looking statements include, but are not limited to, statements regarding future operations, industry trends or conditions and the business environment, and statements regarding future levels of or trends in business strategy and expectations, new business opportunities, cost control initiatives, business wins, market demand, revenue, operating expenses, capital expenditures, and financing. The forward-looking statements are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Numerous factors could cause actual results to differ materially from those in the forward-looking statements, including the following: (i) the availability to CTG of qualified professional staff, (ii) domestic and foreign industry competition for clients and talent, including technical, sales and management personnel, (iii) increased bargaining power of large clients, (iv) the Company's ability to protect confidential client data, (v) the partial or complete loss of the revenue the Company generates from International Business Machines Corporation (IBM) and SDI International (SDI),other significant clients, (vi) the uncertainty of clients' implementations of cost reduction projects, (vii) the effect of healthcare reform and initiatives, (viii) the mix of workrevenue between staffing and solutions, (ix) currency exchange risks, (x) risks associated with operating in foreign jurisdictions, (xi) renegotiations, nullification, or breaches of contracts with clients, vendors, subcontractors or other parties, (xii) the impact of current and future laws and government regulation, as well as repeal or modification of such, affecting the information technology (IT) solutions and staffing industry, taxes and the Company's operations in particular, (xiii) industry and economic conditions, including fluctuations in demand for IT services, (xiv) consolidation among the Company's competitors or clients, (xv) the need to supplement or change our IT services in response to new offerings in the industry or changes in client requirements for IT products and solutions, (xvi) the risks associated with acquisitions, (xvii) actions of activist shareholders, and (xviii) the risks described in Item 1A of this annual report on Form 10-K and from time to time in the Company's reports filed with the Securities and Exchange Commission (SEC).

Item 1.

Business

Overview

CTG was incorporated in Buffalo, New York on March 11, 1966, and its corporate headquarters are located at 800 Delaware Avenue, Buffalo, New York 14209 (716-882-8000). CTG is an ITinformation and technology solutions and staffing services company with operations in North America, Western Europe, and India. CTG employsCTG’s 2019 employees and billable subcontractors total approximately 3,2003,950 people worldwide. During 2017,2019, the Company had eightten operating subsidiaries: Computer Task Group of Canada, Inc., providing services in Canada; Computer Task Group Belgium N.V., CTG ITS S.A., Computer Task Group IT Solutions, S.A., Computer Task Group Luxembourg PSF S.A., Computer Task Group (U.K.) Ltd., andLimited, CTG Health Solutions N.V., Soft Company SAS (“Soft Company”), and Tech-IT PSF S.A. (“Tech-IT”), each primarily providing services in Europe; and Computer Task Information Technology Private Services Limited, providing services in India. Services providedThe parent corporation, CTG, Inc., primarily performs services in North America are primarily performed by the parent corporation, CTG.

ServicesAmerica.

The Company primarily operates in one industry segment, providing ITinformation and technology services to its clients. AtThese services include information and technology-related solutions, including supplemental staffing as a solution. With solution services, we generally take responsibility for the highestdeliverables and some level of project and staff management, and services may include high-end advisory or business-related consulting. When providing staffing services, including managed staffing, staff augmentation, and volume staffing, we typically supply personnel to our clients who then, in turn, take their direction from the clients’ managers.

Services

CTG deliversprovides a range of innovative solutions across industries that address our clients’ most pressing information, technology, and business challenges. The Company’s consultants make technology work for its clients and deliver real business value. CTG primarily serves the following industries: healthcare and life sciences, manufacturing, energy, financial services, that are either IT solutions or ITgovernment, technology, and other staffing. CTG delivers these primary services to all of the markets that it serves.telecommunications. The services provided typically encompass the IT

3


business solution life cycle, including phases for planning, developing, implementing, managing, and ultimately maintaining the IT solution. A typical client is an organization with large, complex information and data processing requirements.

CTG’s flexible offerings can be delivered using one or more of four delivery approaches, allowing the Company to meet each client’s unique needs. The Company’s IT solutions and IT and other staffing services are further described as follows:

IT Solutions: CTG’s IT solutions typically include engagements with a fixed duration and deliverables that achieve value-based outcomes by applyingfollowing describes the right IT solutions to address clients’ business needs. These solutions include the implementation and optimization of packaged software applications, the development and deployment of customized software and solutions designed to fit the needs of a specific client or market, and the design and distribution of complex technology components.  Additionally, IT Solutions services often include consultingtypical services provided to clients at higher billable rates.via each delivery approach:

1


 

Strategy: CTG’s strategic consulting engagements deliver customized recommendations and plans that address business and IT challenges and Other maximize benefit realization. Consultants apply business, information, and technology insights to guide clients through business challenges via effective use of technology, from IT strategy and system selection, to workflow process design.

Solutions: CTG’s information and technology solutions include engagements with a fixed duration and deliverables that achieve value-based outcomes. These solutions include the implementation, maintenance, and optimization of software applications, the development and deployment of customized software and solutions designed to fit the needs of a specific client or market, comprehensive testing solutions that help CTG’s clients assess, develop, improve, implement, and automate testing programs, and the design and distribution of complex technology components.

Services: CTG’s services deliver ongoing support with service-level responsibility for a range of IT functions to ensure system availability and high client satisfaction. CTG provides multi-tier expertise for the management of mission-critical enterprise IT functions, including help/service desk; infrastructure maintenance; application management, support and testing; and, technical and business monitoring.

Staffing: CTG’s staffing services address a range of ITinformation and businesstechnology resource needs, from filling specific talent gaps to managing high-volume staffing programs. CTG recruits, retains, and manages IT and other talent for its clients, which are primarily large technology service providers and other companies with multiple locations and a significant need for high-volume externalprofessional IT administrative, or other resources.

IT solutions and IT staffing and other staffing revenue as a percentage of consolidated revenue for the three years ended December 31, 2017, 2016,2019, 2018, and 20152017 is as follows:

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

IT solutions

 

 

30

%

 

 

29

%

 

 

33

%

 

 

36

%

 

 

31

%

 

 

30

%

IT and other staffing

 

 

70

%

 

 

71

%

 

 

67

%

 

 

64

%

 

 

69

%

 

 

70

%

Total

 

 

100

%

 

 

100

%

 

 

100

%

 

 

100

%

 

 

100

%

 

 

100

%

 

Capabilities

CTG provides a fullCTG’s range of global offerings spanning sevenspan six service areas that, collectively, address many of ourits clients’ most pressing information, technology, and business challenges. CTG’s capabilities ensure that ourits clients are utilizing the right information technology to meet their business needs, maximizing the value from their IT systems, and operating in the most efficient and effective manner.

CTG’s flexible offerings are delivered as an IT solution or IT and other staffing service, or as a strategy or service offering, allowing CTG to meet the unique needs of each client. All offerings are supported withby proven program and project management processes, tools, and toolsindustry-best practices that ensure the reliability, transparency, and accountability that CTGthe Company’s clients have come to expect.

CTG provides capabilitiessolutions in the following service areas:

Advisory and Planning: Supports our clients’ needs to evaluate, select, and design new technology, align technology and business strategy, and optimize technology for improved performance and benefits realization.

Business Solutions and Consulting: Helps CTG’s clients gain a sustainable advantage by providing comprehensive solutions that combine strategic advisory services, technical expertise, industry-specific knowledge, and the ability to implement recommendations. Services include strategy, assessments, and business requirements; benefits realization; performance improvement; and customized technology solutions.

Application Services: Provides clients with a full range of technical support to maximize the value of enterprise software, with services that include development, deployment, integration, optimization, and application management and support.

Application Solutions: Provides clients with a full range of offerings designed to maximize enterprise software and application investment value, efficiency, and effectiveness in support of each client’s unique strategic objectives. Services include development; performance management; deployment, implementation, and integration; upgrades and optimization; hosting, support, and management; and, application support and service desk.

Testing: Ensures new and legacy technologies are rigorously verified to meet business requirements, industry standards, and government regulations. CTG delivers full testing programs for clients or can help clients with individual service offerings, including testing advisory consulting; performance testing; test methodology and process; test automation; test tool implementation; and test training and certifications.

4


Quality Assurance and Testing: Ensures new and legacy technologies are rigorously verified to meet business requirements and industry standards. CTG delivers full testing programs for clients or can help clients assess, develop, improve, implement, and automate their own programs, as well as provide testing training and certification.

Information Management: Designed to support today’s intelligence and connected enterprise and provide CTG’s clients with the ability to better manage, and derive greater value from, data with services that include business process; data management; collaboration and document control; analytics and visualization; and solutions designed to address the regulatory compliance requirements of some of the industries and markets that CTG serves, such as good practice quality guidelines and regulations (GxP), General Data Protection Regulation (GDPR), and the lawful disclosure of data and information to law enforcement agencies from telecommunication providers.

IT Services Management (ITSM): Ensures the right processes, people, and technology are in place to support business goals. Offerings support our clients’ needs to deliver IT services in a more effective and efficient manner and future-proof IT to deal with changing business dynamics and threats with services including help/service desk, ITSM process improvement, technology and infrastructure implementation, disaster recovery and business continuity, and IT infrastructure outsourcing.

Infrastructure, Operations, and Support: Ensure the right processes, people, and technology are in place to support business goals and make technology work for CTG’s clients in order to safeguard business continuity and help ensure the clients' infrastructure, operations, and technologies keep pace with organizational growth. Services include help desk/service desk (Tier 1); technology selection; technology lifecycle management; IT services management (ITSM) process improvement; disaster recovery and business continuity; and, organizational project and change management.

Information Management: Helps our clients manage and derive greater value and competitive advantage from data with services that include business intelligence and analytics, enterprise data warehouses, data governance, disclosure management, master data management, and legacy data archiving.

Regulatory Compliance: Assists our clients in understanding, preparing for, managing, and mitigating risk related to government regulations and industry standards. Offerings include audits and assessments, validation, and program management for highly regulated industries such as healthcare and financial services, as well as cross-industry data privacy and security requirements.

Strategic Staffing: Addresses our clients’ needs ranging from staff augmentation and volume staffing to fill specific technical skills gaps, to fully managed solutions to improve recruiting quality, speed, and cost. CTG also provides comprehensive vendor management and preferred-supplier solutions to help clients achieve significant improvements in managing contractors and technical-support processes.

IT Consulting and Staffing: Provide clients with reliable services and professional technical talent in a consistent, efficient, and cost-effective manner. CTG addresses a variety of talent requirements and fulfills a range of technical and professional roles, including project managers, engineers, developers, business and technical analysts, database administrators, testers, DevOps, and more.

2


Vertical Markets

The Company promotes a majority of its services through five vertical market focus areas: technology service providers, manufacturing, healthcare (which includes services provided to healthcare providers, health insurers (payers), and life sciences companies), financial services, and energy. The remainder of CTG’s revenue is derived from general markets.

CTG’s revenue by vertical market as a percentage of consolidated revenue for the three years ended December 31, 2017, 2016,2019, 2018, and 20152017 is as follows:

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

Technology service providers

 

 

33.1

%

 

 

35.2

%

 

 

31.1

%

 

 

32.2

%

 

 

32.4

%

 

 

33.1

%

Manufacturing

 

 

24.3

%

 

 

24.2

%

 

 

25.7

%

 

 

16.8

%

 

 

19.5

%

 

 

24.3

%

Healthcare

 

 

16.8

%

 

 

18.2

%

 

 

23.5

%

 

 

16.6

%

 

 

16.2

%

 

 

16.8

%

Financial services

 

 

9.1

%

 

 

7.8

%

 

 

7.2

%

 

 

13.8

%

 

 

15.2

%

 

 

9.1

%

Energy

 

 

5.0

%

 

 

5.3

%

 

 

5.4

%

 

 

5.2

%

 

 

4.7

%

 

 

5.0

%

General markets

 

 

11.7

%

 

 

9.3

%

 

 

7.1

%

 

 

15.4

%

 

 

12.0

%

 

 

11.7

%

Total

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

Revenue for the Company's technology service providers vertical market as a percentage of consolidated revenue decreased slightly in 20172019 as compared with 20162018 due to a decreasechange in demand from several ofbusiness mix as the Company’s largest clients inCompany focused on selling its IT and other staffingsolutions services, business, which are not included in this vertical market. Revenue from IBM, our largest client, which is included in this vertical market, decreased in 2017 as compared with 2016. The revenue as a percentage of consolidated revenue increaseddecreased for 20162018 as compared with 20152017 due to a change in business mix. Demandmix and a decrease in demand from this vertical market began to slow in the 2016 fourth quarter as several large clients cut back on their requirements for our services due to their own challenging financial results.market.

The revenue in our manufacturing vertical market is primarily generated from several large staffing clients, including Lenovo (through SDI as a vendor manager for Lenovo) which is our second largest client. Revenue from Lenovo and other large clients decreased slightly in 20172019 as compared with 2016. A reduction2018, and in revenue in other vertical markets reduced the impact of these losses as a percentage of total revenue. Revenue from Lenovo decreased by approximately $9.5 million in 20162018 as compared with 2015 primarily2017, due to a reductiondecrease in requirementsdemand from this client.these clients for the Company’s services.

In 2015, 2016 and 2017,2019, the demand from our healthcare clients decreased.increased at a rate that was slightly above the overall revenue increase for the Company, which caused the percentage of total revenue to increase. This decreaseincrease was a continuation ofreversal in trend as compared with a reduction related to prior years, and directly relatedin 2018 as revenue fell due to the U.S. federal government sequestration which cut Medicare reimbursements to hospitals and health systems by 2% starting in April 2013. As a result, the Company’s healthcare revenue, primarily fromcompletion of electronic health records (EHR) and related projects declined in 2014, and has continued to decrease since that time. The Company continues to transform its business from selling primarily EHR projects to advisory and technical services, outsourcing, and staff augmentation.was not offset through new engagements.

Revenue for the Company’s financial services vertical market as a percentage of consolidated revenue increaseddecreased in 20172019 as compared with 2016to 2018 due to a change in business mix.lower demand from these clients throughout our European operations. Revenue in this vertical market significantly increased in 2018 as compared with 2017 whiledue to the addition of Soft Company in 2016, revenue fromFebruary 2018, which provides a numberlarge portion of its services to the otherfinancial services market.

5


Revenue for the Company's energy vertical markets had larger reductions during this time period which caused themarket increased as a percentage of totalconsolidated revenue in 2019 due to strong demand for our services in this vertical market to increase.

Revenuemarket. The revenue for the Company's energy vertical market decreased as a percentage of consolidated revenue in 20172018 as compared with 2016, and in 2016 as compared with 2015, as demand2017 given the revenue increase in this vertical market declined. Generally,was less than the decreasegrowth in the price of oil caused several of our clients to reduce their overall spending, including requirements for IT services, in each of 2017, 2016 and 2015.other vertical markets.

For the year ended December 31, 2017,2019, CTG provided its services to 463519 clients in North America and Europe. In North America, the Company operates in the United States and Canada, with greater than 99% of 20172019 North American revenue generated in the United States. In Europe, the Company operates in Belgium, Luxembourg, France, and the United Kingdom. Of total 20172019 consolidated revenue of $301.2 $394.2million, approximately 73%61% was generated in North America and 27%39% in Europe. Two clients,One client, IBM, and Lenovo (through SDI as a vendor manager), each accounted for greater than 10% of CTG’s consolidated revenue in 2017.2019.

Revenue Recognition and Backlog

The Company recognizes revenue when persuasive evidence of an arrangement exists, when the services have been rendered, when the price is determinable, and when collectibilitycontrol of the amounts duepromised good or service is reasonably assured.transferred to clients, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. For

3


time-and-material contracts, revenue is recognized as hours are incurred and costs are expended. For contracts with progress billing schedules, primarily monthly, revenue is recognized as services are rendered to the client. Revenue for fixed-price contracts is recognized per the proportional method of accountingover time using an input-based approach. Over time revenue recognition best portrays the Company’s performance in transferring control of the goods or services to the client. On most fixed price contracts, revenue recognition is supported through contractual clauses that require the client to pay for work performed to date, including cost plus a reasonable profit margin, for goods or services that have no alternative use to the Company. On certain contracts, revenue recognition is supported through contractual clauses that indicate the client controls the asset, or work in process, as the Company creates or enhances the asset. On a given project, actual salary and indirect labor costs incurred are measured and compared againstwith the total estimatedestimate of costs of such items at the completion of the project. Revenue is recognized based upon the percentage-of-completion calculation of total incurred costs to total estimated costs. The Company infrequently works on fixed-price projects that include significant amounts of material or other non-labor related costs whichthat could distort the percent complete within a percentage-of-completion calculation. The Company’s estimate of the total labor costs it expects to incur over the term of the contract is based on the nature of the project and our past experience on similar projects, and includes management judgments and estimates whichthat affect the amount of revenue recognized on fixed-price contracts in any accounting period.  LossLosses on contracts, if any,fixed-price projects are recorded at the time it is determined a loss exists on a project.when identified.

The Company’s revenue from contracts accounted for under time-and-material, progress billing, and percentage-of-completion methods as a percentage of consolidated revenue for the three years ended December 31, 2017, 2016,2019, 2018, and 20152017 is as follows:

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

Time-and-material

 

 

85.9

%

 

 

86.5

%

 

 

88.6

%

 

 

79.6

%

 

 

84.7

%

 

 

85.9

%

Progress billing

 

 

10.8

%

 

 

10.8

%

 

 

9.5

%

 

 

10.2

%

 

 

10.5

%

 

 

10.8

%

Percentage-of-completion

 

 

3.3

%

 

 

2.7

%

 

 

1.9

%

 

 

10.2

%

 

 

4.8

%

 

 

3.3

%

Total

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

As of December 31, 20172019 and 2016,2018, the backlog for fixed-price and all managed-support contracts was approximately $30.4$53.6 million and $29.7$52.0 million, respectively. Approximately 76%58% or $23.0$31.0 million of the December 31, 20172019 backlog is expected to be earned in 2018.2020. Approximately 71%53% of the $29.7$52.0 million of backlog at December 31, 2016,2018, or $21.0$27.4 million, was earned in 2017.2019. Revenue is subject to slight seasonal variations, with a minor slowdown and a decrease in billable resource utilization in months of high vacation and legal holidays (July, August, and December). Backlog does not tend to be seasonal; however, it does fluctuate based upon the timing of entry into long-term contracts.

Competition

The IT services market, for both ITinformation and technology solutions and IT and professional staffing services, is highly competitive. The market is also highly fragmented with many providers and no single competitor maintaining clear market leadership. Competition varies by location, the type of service, provided, and the client to whom services are provided. The Company’s competition comes from four major channels: large national or international companies, including major accounting and consulting firms and large companies headquartered in India; hardware vendors and suppliers of packaged software systems; small local firms or individuals specializing in specific programming services or applications; and from a client’s internal IT staff. CTG competes against all four of these channels for its share of the market. The Company believes that to compete successfully it is necessary to have a local geographic presence, offer appropriate IT solutions, provide skilled professional resources, and price its services competitively.

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Intellectual Property

The Company has registered its symbol and logo with the U.S. Patent and Trademark Office and has taken steps to preserve its rights in other countries where it operates. We regard patents, trademarks, copyrights and other intellectual property as important to our success, and we rely on them in the United States and foreign countries to protect our investments in products and technology. Our patents expire at various times, but we believe that the loss or expiration of any individual patent would not materially affect our business. We, like any other company, may be subject to claims of alleged infringement of the patents, trademarks and other intellectual property rights of third parties from time to time in the ordinary course of business. CTG has entered into agreements with various software and hardware vendors from time to time in the normal course of business, and has capitalized certain costs under software development projects.

Employees

CTG’s business depends on the Company’s ability to attract and retain qualified professional staff to provide services to its clients. The Company has a structured recruiting organization that works with its clients to meet their requirements by recruiting, retaining, and providing high quality, motivated staff. TheAs the Company employsworks with a number of subcontractors with Soft Company, which was acquired on February 15, 2018, the Company now includes subcontractors in its total headcount, which equals approximately 3,2003,950 employees worldwide, with approximately 2,4502,650 in the United States and Canada and 7501,300 in Europe. Of these employees, approximately 2,8503,550 are IT professionals and 350400 are individuals who work in sales, recruiting, delivery,

4


administrative and support positions. The Company believes that its relationship with its employees is good.good and supported by the Company’s 2019 recognition as a Great Place to Work® in North America, Belgium, and Luxembourg. No employees are covered by a collective bargaining agreement or are represented by a labor union. CTG is an equal opportunity employer.

Financial Information About Geographic Areas

The following table sets forth certain financial information relating to the performance of the Company for the three years ended December 31, 2017, 2016,2019, 2018, and 2015.2017. This information should be read in conjunction with the audited consolidated financial statements and notes thereto included in Item 8, “Financial Statements and Supplementary Data” included in this report.

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

(amounts in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from External Clients:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

219,886

 

 

$

253,955

 

 

$

301,826

 

 

$

241,038

 

 

$

232,178

 

 

$

219,886

 

Luxembourg (2)

 

 

64,852

 

 

 

44,660

 

 

 

36,954

 

Belgium (1)

 

 

39,347

 

 

 

35,995

 

 

 

35,931

 

 

 

52,468

 

 

 

48,585

 

 

 

39,347

 

Luxembourg (2)

 

 

36,954

 

 

 

31,441

 

 

 

28,562

 

Other European country

 

 

4,824

 

 

 

3,193

 

 

 

2,814

 

Other country

 

 

199

 

 

 

309

 

 

 

345

 

Other countries

 

 

35,812

 

 

 

33,346

 

 

 

5,023

 

Total foreign revenue

 

 

81,324

 

 

 

70,938

 

 

 

67,652

 

 

 

153,132

 

 

 

126,591

 

 

 

81,324

 

Total revenue

 

$

301,210

 

 

$

324,893

 

 

$

369,478

 

 

$

394,170

 

 

$

358,769

 

 

$

301,210

 

Operating Income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

(158

)

 

$

(35,739

)

 

$

8,922

 

United States (5)

 

$

733

 

 

$

(3,083

)

 

$

221

 

Luxembourg (2)

 

 

2,363

 

 

 

1,731

 

 

 

2,841

 

France (4)

 

 

1,346

 

 

 

1,129

 

 

 

 

United Kingdom (3)

 

 

1,199

 

 

 

671

 

 

 

596

 

Belgium (1)

 

$

594

 

 

$

(577

)

 

$

(304

)

 

 

1,159

 

 

 

1,528

 

 

 

439

 

Luxembourg (2)

 

 

2,841

 

 

 

2,943

 

 

 

2,720

 

United Kingdom (3)

 

 

596

 

 

 

17

 

 

 

(714

)

Other countries

 

 

71

 

 

 

9

 

 

 

13

 

 

 

112

 

 

 

104

 

 

 

71

 

Total foreign operating income(5)

 

 

4,102

 

 

 

2,392

 

 

 

1,715

 

 

 

6,179

 

 

 

5,163

 

 

 

3,947

 

Total operating income (loss)

 

$

3,944

 

 

$

(33,347

)

 

$

10,637

 

Total operating income

 

$

6,912

 

 

$

2,080

 

 

$

4,168

 

Total Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

83,499

 

 

$

91,117

 

 

$

133,214

 

 

$

54,043

 

 

$

39,488

 

 

$

83,499

 

Luxembourg (2)

 

 

42,943

 

 

 

26,355

 

 

 

22,478

 

Belgium (1)

 

 

18,410

 

 

 

14,562

 

 

 

13,904

 

 

 

30,159

 

 

 

27,128

 

 

 

18,410

 

Luxembourg (2)

 

 

22,478

 

 

 

18,842

 

 

 

13,988

 

Other European country

 

 

2,360

 

 

 

1,533

 

 

 

1,838

 

France (4)

 

 

26,500

 

 

 

27,425

 

 

 

2,360

 

Other countries

 

 

888

 

 

 

861

 

 

 

133

 

 

 

5,061

 

 

 

3,725

 

 

 

888

 

Total foreign assets

 

 

44,136

 

 

 

35,798

 

 

 

29,863

 

 

 

104,663

 

 

 

84,633

 

 

 

44,136

 

Total assets

 

$

127,635

 

 

$

126,915

 

 

$

163,077

 

 

$

158,706

 

 

$

124,121

 

 

$

127,635

 

7


(1)

Revenue, operating income, and assets for our Belgium operations have been disclosed separately as they exceed 10% of the consolidated balances in at least one of the years presented.

(2)

Revenue, operating income, and total assets for our Luxembourg operations have been disclosed separately as they exceed 10% of the consolidated balance in at least one of the years presented.

(3)

Operating income for our United Kingdom operations has been disclosed separately as it exceeds 10% of the consolidated balance in at least one of the years presented.

(4)

Operating income and assets for our France operations have been disclosed separately as they exceed 10% of the consolidated balance in at least one of the years presented.

(5)

During 2019 and 2018, the Company allocated corporate support costs primarily for management, finance and information technology services from the United States to our foreign operations to reflect costs that are recorded in the United States but support our foreign operations.  These allocations totaled $1.6 million and $0.9 million in 2019 and 2018, respectively, and are not reflected in these operating income (loss) totals.

Available Company Information

The Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (Exchange Act), and reports pertaining to the Company filed under Section 16 of the Exchange Act are available without charge on the Company’s website at www.ctg.com as soon as reasonably practicable after the Company electronically files the information with, or furnishes it to, the SEC. The SEC’s website, www.sec.gov, contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The Company’s code of ethics (Code of Conduct), committee charters and governance policies (including a fraud and insider trading policy) are also available without charge on the Company’s website at http://investors.ctg.com/corporate-governance. If applicable, the Company intends to disclose future amendments to, or waivers from, certain provisions of the Code of Conduct on the Company's website or in a current report on Form 8-K.

 

 

5Item 1A.Risk Factors


Item 1A.

Risk Factors

The following risk factors should be read carefully in connection with evaluating our business and the forward-looking information contained in this Annual Report on Form 10-K. The risk factors below represent what we believe are the known material risk factors with respect to the Company and our business. Any of the following risks could materially adversely affect our business, our operations, the industry in which we operate, our financial position, or our future financial results.

Our business depends on the availability of a large number of highly qualified IT professionals, sales and management personnel, and our ability to recruit and retain these individuals.

We actively compete with many other IT service providers for qualified personnel, including professional IT staff, recruiters, sales people, and management. The availability of qualified personnel may affect our future ability to provide services and meet the requirements of our clients. An inability to fulfill client requirements at agreed upon rates due to a lack of available qualified personnel may adversely impact our revenue and operating results in the future.

Increased competition and the bargaining power of our large clients may cause our billing rates to decline, which would have an adverse effect on our revenue and, if we are unable to control our personnel costs accordingly, on our margins and operating results.

We have experienced reductions in the rates we bill somea number of our larger clients for services due to highly competitive market conditions. Additionally, we actively compete against many other companies for business at both new and existing clients. Billing rate reductions or competitive pressures may lead to a further decline in revenue. When faced with such pressures, if we are unable to make commensurate reductions in our personnel costs, our margins and operating results would be adversely affected.

We derive a significant portion of our revenue from two clients, and a significant reduction in the amount of requirements requested by these clients would have an adverse effect on our revenue and operating results.

IBM and SDI are CTG’s two largest clients. CTG provides services to various IBM divisions in a number of locations. SDI acts as a vendor manager for Lenovo, and all of the Company's revenue generated through SDI relates to CTG

8


employees working at various divisions of Lenovo. During the 2017 third quarter,Subsequent to December 31, 2019, the National Technical Services Agreement (NTS Agreement) with IBM was extended for two yearsfour months and now expires on December 31, 2019.May 1, 2020. In 2017, 2016,2019, 2018, and 2015,2017, IBM accounted for $84.9 million or 21.5%, $80.6 million or 22.5%, and $76.4 million or 25.4%, $98.4 million or 30.3%, and $99.2 million or 26.9% of the Company’s consolidated revenue, respectively. SDI accounted for $28.1 million or 7.1%, $27.6 million or 7.7%, and $34.2 million or 11.4%, $34.5 million or 10.6%, and $44.0 million or 11.9% of the Company's consolidated revenue, respectively, during these periods. The Company’s accounts receivable from IBM at December 31, 20172019 and 20162018 totaled $21.5$23.0 million and $28.0$22.1 million, respectively, and accounts receivable from SDI totaled $4.7$3.2 million and $5.6$3.6 million, respectively.

During the 2016 third quarter, the Company was informed by IBM that there would be significant reductions in both requirements and billable rates for certain of the employees provided to this client beginning in the 2016 fourth quarter. Originally, these employee reductions could have totaled as much as 40% of the revenue earned from IBM.  However, CTG was able to negotiate to retain a number of these requirements, although many of the retained employees were subject to reductions in billable rates. If IBM or Lenovo were to significantly reduce their requirements for the Company's services in future periods, our revenue and operating results would be adversely affected.

Our client contracts generally have a short term or are terminable on short notice, and a significant number of failures to renew contracts in place, or early terminations or renegotiations of our existing client contracts could adversely affect our results of operations.

Our clients typically retain us on a non-exclusive, engagement-by-engagement basis, rather than under exclusive long-term contracts. We performed 85.9%79.6% of our services on a time-and-materials basis during 2017.2019. As such, our clients generally have the right to terminate a contract with us upon written notice without the payment of any financial penalty. Client projects may involve multiple engagements or stages, and there is a risk that a client may choose not to retain us for additional stages of a project, or that a client will cancel or delay additional planned engagements. These terminations, cancellations, or delays could result from factors that are beyond our control and are unrelated to our work product or the progress of the project, but could be related to business or financial conditions of the client, changes in client strategies or the economy in general. When contracts are terminated, we lose the anticipated future revenue and we may not be able to eliminate the associated costs required to support those contracts in a timely manner. Consequently, our operating results in subsequent periods may be lower than expected. Our clients can cancel or reduce the scope of their

6


engagements with us on short notice. If they do so, we may be unable to reassign our professionals to new engagements without delay. The cancellation or reduction in scope of an engagement could, therefore, reduce the utilization rate of our professionals, which would have a negative impact on our business, financial condition, and results of operations. As a result of these and other factors, our past financial performance should not be relied on as a guarantee of similar or improved future performance. Due to these factors, we believe that our results from operations in the future may fluctuate from period to period.

The introduction of new IT services or changes in client requirements for IT services may render our existing IT Solutions or IT Staffing offerings obsolete or unnecessary, which, if we are unable to keep pace with these corresponding changes, could have an adverse effect on our business.

Our success depends, in part, on our ability to implement and deliver IT Solutions or IT and other staffing services that anticipate and keep pace with rapid and continuing changes in technology, industry standards, and client preferences and requirements. We may not be successful in anticipating or responding to these developments on a timely basis, and our offerings may not be successful in the marketplace. Also, services, solutions, and technologies developed by our competitors may make our solutions or staffing offerings uncompetitive or obsolete. Any one of these circumstances could have a material adverse effect on our ability to obtain and successfully complete client engagements.

We could be subject to liability and damage to our reputation resulting from cyber attacks or data breaches.

Cyber risks for companies providing global information technology (IT) and professional services, especially in healthcare-related and financial servicesregulated industries, continue to increase. This increase in risk may be attributed to the increasing value ofand dependence on data, including organizations’ intellectual property the value ofand citizens’ personal information or data usedthat could be misused for identity theft and fraud,fraud. While the increasingvalue and dependence of data has increased, likewise the reliance on electronic communications, mobile technologies, social networking, hybrid and cloud-based resources, smart devices, and emerging technologies continues to grow. In some regions, the regulatory compliance requirements surrounding data protection and privacy have also increased. In addition, the sophistication and organization of cyber attacks continues to evolve, as does the sophistication of attacks, the variety of threat actors and their motives such as organized crime, hackers, terrorists, activists, insider threats, foreign governments, and third parties, and the reliance on electronic communications, mobile technologies, cloud-based resources, smart devices, and emerging technologies. their motives.

The Company’s business, operations, business, and its customersclients rely on the secure processing, transmission, storage, integrity, and availability of information, services, and resources provided by its IT environments.environments and operational processes. The Company’s complex IT environments support a variety of technologies, industries, delivery services, delivery teams,regulatory compliance requirements, and clients globally.

Although the Company has not experienced any prior material data breaches, regulatory non-compliance incidents, or cyber security incidents, its environments may be impacted by cyber attacks or cyber security incidents caused via the aforementioned threat actors or the Company's personnel. These cyber security incidents could result in information loss, result in the disruption of the Company's internal and client-facingor client-supporting operations and services, adversely affect its adherence with

9


regulatory requirements, or result in a data breach. InformationData losses and data breaches could include the unauthorized disclosure, misuse, loss, and destruction of both the Company’s and its clients’ intellectual property, financial information, or other regulated or privacy-related information, including but not limited to United States-designatedStates personally identifiable information (PII), personal data under the European General Data Protection DirectiveRegulation (GDPR), and protected health information (PHI) under the United States Health Insurance Portability and Accountability Act of 1996 (HIPAA).

The Company’s failure to reasonably protect sensitive data and reasonably address the regulatory compliance requirements of regulated data and associated internal or delivery services under itsthe Company’s control could result in reputational damage, fines and penalties, litigation costs, external investigations, compensation costs including reimbursement and monetary awards, prohibition of providing services in a region or industry, and/or additional compliance costs whichthat could have a material, adverse impact on the Company's operations. It could also have an adverse impact on the Company’s ability to maintain and execute new contracts with clients that produce or work with similar data, and make it more difficult to retain and recruit qualified personnel to perform its services in the future. As the cyber threat and regulatory compliance landscape continues to evolve orand the Company’s cyber risk profile changes, it may be required to expend additional resources to enhance existing and implement new or enhance existing risk mitigation strategies.

The foreign currency exchange, legislative, tax, regulatory and economic risks associated with international operations could have an adverse effect on our operating results if we are unable to mitigate or hedge these risks.

We have operations in the United States and Canada in North America, in Belgium, Luxembourg, France, and the United Kingdom in Europe, and in India. Although our foreign operations conduct their business in their local currencies, these operations are subject to their own currency fluctuations, legislation, employment and tax law changes, and economic climates. These factors as they relate to our foreign operations are different than those of the United States. Although we actively manage these foreign operations with local management teams, our overall operating results may be negatively affected by local economic conditions, changes in foreign currency exchange rates, or tax, regulatory or other economic changes beyond our control.

7In addition, any widespread outbreak of an illness, pandemic or other local or global health issue (including COVID-19), natural disasters, climate change impacts, or uncertain political climates, international hostilities, or any terrorist activities, could adversely affect customer demand, the Company’s operations, and its ability to source and deliver services to its customers, which could have a material adverse effect on the Company’s financial results. For example, the U.K. referendum to exit from the European Union, commonly referred to as “Brexit,” has caused global economic, trade and regulatory uncertainty. The company is actively monitoring and planning for Brexit.


Government cuts in healthcare programs, such as Medicare, and delays in legislative or regulatory healthcare mandates could cause a reduction in IT spending by our healthcare clients, which could materially and adversely affect our revenue and results of operations.

The Company’s growth efforts have previously been primarily focused ininclude a focus on the healthcare market. Growth in this market depends on continued spending by our healthcare clients on IT projects. Cuts in government healthcare programs, such as sequestration, which has periodically cut Medicare reimbursements to hospitals and health systems, beginning in April 2013, may result in reduced expenditures by our healthcare clients on IT projects. If additional government cuts in healthcare programs were to occur, whether due to the failure of Congress to adopt a budget, pass appropriations bills or raise the U.S. debt ceiling or for other reasons, there may be delays, reductions or cessation of funding to our clients, which could cause our clients to purchase less IT services from us, which could materially and adversely affect our revenue and results of operations.

In addition, delays in implementation of legislative or regulatory healthcare mandates could adversely affect the IT spending by our healthcare clients to implement such mandates. If the implementation of existing or contemplated legislative or regulatory healthcare mandates are deferred, the resulting reduction in IT spending by our healthcare clients could materially and adversely affect our revenue and results of operations.

Changes in government regulations and laws affecting the IT services industry, and the industries in which our clients operate, including accounting principles and interpretations, and the taxation of domestic operations could adversely affect our results of operations.

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Patient Protection and Affordable Care Act (PPACA), and new SEC regulations, create uncertainty for companies such as ours. These new or updated laws, regulations, and standards are subject to varying interpretations which, in many instances, is due to their lack of specificity. As a result, the application of these new standards and regulations in practice may evolve over time as new

10


guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We are committed to maintaining high standards of corporate governance and public disclosure. As a result, our efforts to comply with evolving laws, tax regulations and other standards have resulted in, and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. In particular, our continuing efforts to comply with Section 404 of the Sarbanes-Oxley Act of 2002 and the related regulations regarding our required assessment of our internal controls over financial reporting and our independent auditors’ audit of internal control require the commitment of significant internal, financial and managerial resources.

The Financial Accounting Standards Board (FASB), the SEC, and the Public Company Accounting Oversight Board (PCAOB) or other accounting rule making authorities have issued and may continue to issue new accounting rules or auditing standards that are different than those that we presently apply to our financial results. Such new accounting rules or auditing standards could require significant changes from the way we currently report our financial condition, results of operations or cash flows.

U.S. generally accepted accounting principles have been the subject of frequent changes in interpretations. As a result of the enactment of the Sarbanes-Oxley Act of 2002 and the review of accounting policies by the SEC as well as by national and international accounting standards bodies, the frequency of future accounting policy changes may accelerate. Such future changes in financial accounting standards may have a significant effect on our reported results of operations, including results of transactions entered into before the effective date of the changes.

We are subject to income and other taxes in the United States (federal and state) and numerous foreign jurisdictions. Our provisions for income and other taxes and our tax liabilities in the future could be adversely affected by numerous factors. These factors include, but are not limited to, income before taxes being lower than anticipated in countries with lower statutory tax rates and higher than anticipated in countries with higher statutory tax rates, changes in the valuation of deferred tax assets and liabilities, and changes in various federal, state and international tax laws, regulations, accounting principles or interpretations thereof, which could adversely impact our financial condition, results of operations, and cash flows in future periods. Due to the enactment of the Tax Cuts and Jobs Act in 2017, the Company recorded an additional $1.7 million of tax expense upon enactment. There could be additional estimates related to the Tax Cuts and Jobs Act that could adversely affect our future financial position.

8


Existing and potential clients may outsource or consider outsourcing their IT requirements to foreign countries in which we may not currently have operations, which could have an adverse effect on our ability to obtain new clients or retain existing clients.

In recent years, more companies have started using, or are considering using, low-cost offshore outsourcing centers to perform technology-related work and complete projects. Currently, we have partnered with clients to perform services outside of North America to mitigate and reduce this risk to our Company. However, the risk of additional outsourcing of IT solutions overseas to countries where we do not have operations could have a material, negativeadverse impact on our future operations.

Decreases in demand for IT Solutions and IT and Other Staffing services in the future would cause an adverse effect on our revenue and operating results.

The Company’s revenue and operating results are significantly affected by changes in demand for its services. In the past, when the world economy deteriorated such as in 2008, there was a significant decline in demand for the Company’s services which negatively affected the Company’s revenue and operating results as compared with prior years. Declines in demand for the requirement for our IT services in 20182020 or future years would adversely affect our operating results as it has in the past.

The IT services industry is highly competitive and fragmented, which means that our clients have a number of choices for providers of IT services and we may not be able to compete effectively.

The market for our services is highly competitive. The market is fragmented, and no company holds a dominant position. Consequently, our competition for client requirements and experienced personnel varies significantly by geographic area and by the type of service provided. Some of our competitors are larger and have greater technical, financial, and marketing resources and greater name recognition than we have in the markets we collectively serve. In addition, clients may elect to increase their internal IT systemssystem resources to satisfy their custom software development and integration needs. Finally, our industry is being impacted by the growing use of lower-cost offshore delivery capabilities (primarily

11


(primarily India and other parts of Asia). There can be no assurance that we will be able to continue to compete successfully with existing or future competitors or that future competition will not have a material adverse effect on our results of operations and financial condition.

If we are unable to collect our receivables or unbilled services, our results of operations, financial condition, and cash flows could be adversely affected.

Our business depends on our ability to successfully obtain payment from our clients of the amounts they owe us for work performed. We evaluate the financial condition of our clients and typically bill and collect on reasonable cycles. We might, however, not accurately assess the creditworthiness of our clients, or macroeconomic conditions could also result in financial difficulties for our clients, including bankruptcy and insolvency. In certain industries, some clients have requested longer payment terms, which has adversely affected, and may continue to adversely affect, our cash flows. The timely collection of client balances also depends on our ability to complete our contractual commitments as required. If we are unable to meet our commitments or bill our clients on a timely basis, our results of operations and cash flows could be adversely affected. We have established allowances for losses of receivables and unbilled services where we deem the amounts to be uncollectible. The uncollectible amounts due to the Company from clients could differ from those that we currently anticipate.

Our share price could fluctuate and be difficult to predict.

Our share price has fluctuated in the past and could continue to fluctuate in the future in response to various factors, both external and internal. These factors include:

changes in macroeconomic or political factors unrelated to our business in the geographies in which we operate;

changes in macroeconomic or political factors unrelated to our business in the geographies in which we operate;

general or industry-specific market conditions or changes in financial markets;

our failure to meet our growth or financial objectives (including revenue, operating margins, and earnings per share targets);

our ability to generate cash flow to return cash to our shareholders at historical levels or levels expected by our shareholders;

9


 

general or industry-specific market conditions or changes in financial markets;

our failure to meet our growth or financial objectives (including revenue, operating margins, and earnings per share targets);

our ability to generate cash flow to return cash to our shareholders at historical levels or levels expected by our stockholders;

announcements by us or competitors about developments in our business or prospects; and

projections or speculation about our business by the media or investment analysts.

projections or speculation about our business by the media or investment analysts.

If we repatriate our cash balances from our foreign operations, we may be subject to additional tax liabilities.

We earn a portion of our operating income outside of the United States, and any repatriation or deemed repatriation of funds currently held in foreign jurisdictions to the United States may result in additional tax liabilities for the Company. In addition, there have been changes to the tax laws in the United States that significantly impact how United States-based multinational corporations are taxed on foreign earnings. Any further changes in these tax laws could have a material adverse impact on our tax expense and cash flows.

Ineffective internal controls could impact the Company's business and operating results. 

The Company's internal control over financial reporting may not prevent or detect misstatements because of the inherent limitations of internal controls, including the possibility of human error, the circumvention or overriding of controls, poorly designed or ineffective controls, or fraud. Internal controls that are deemed to be effective can provide only reasonable assurance with respect to the preparation and fair presentation of the Company's consolidated financial statements. If the Company fails to maintain the adequacy of its internal controls, including the failure to implement new or improve existing controls, or fails to properly execute or properly test these controls, the Company's business and operating results could be negativelyadversely impacted and the Company could fail to meet its financial reporting obligations.

Changing economic conditions and the effect of such changes on accounting estimates could have a material impact on our results of operations.

The Company has also made a number of estimates and assumptions relating to the reporting of its assets and liabilities and the disclosure of contingent assets and liabilities to prepare its consolidated financial statements pursuant to the rules and regulations of the SEC and other accounting rulemaking authorities. Such estimates primarily relate to the

12


valuation of stock options for recording equity-based compensation expense, allowances for doubtful accounts receivable, investment valuation, discount rates associated with pension plans, incurred but not recorded claims related to the Company's self-insured medical plan, valuation allowances for deferred tax assets, acquisition and related accounting, legal matters, other contingencies and estimates of progress toward completion and direct profit or loss on contracts, as applicable. As future events and their effects cannot be determined with precision, actual results could differ from these estimates. Changes in the economic climates in which the Company operates may affect these estimates and will be reflected in the Company’s consolidated financial statements in the event they occur. Such changes could result in a material impact on the Company’s results of operations.

Risks to the Company from acquisitions include integration challenges, disruptions of the Company's core business, a failure to achieve objectives, and the assumption of liabilities.  

The Company regularly evaluates acquisitions to aid the Company's growth in revenue and profits by expanding the services the Company offers in the geographies in which the Company operates, and its client base. On February 15, 2018, the Company acquired 100% of the equity of Soft Company. Soft Company, located in Paris, France, is an IT consulting company that specializes in providing IT services to finance, insurance, telecom, and media services companies. Acquisitions often present significant challenges and risks relating to the integration of the business into the Company, and there can be no assurances that the Company will manage future acquisitions successfully, that the Company's core business will not be significantly disrupted after an acquisition is finalized, or that strategic acquisition opportunities will be available to the Company on acceptable terms. The risks from an acquisition include the Company failing to achieve strategic objectives and anticipated revenue and profit improvements, borrowing a significant amount of money to fund the acquisitions which creates financial stress for the Company's operations, as well as failing to retain the key personnel of the acquired business. Finally, the assumption of liabilities related to litigation or other legal proceedings involving the acquired business may present a significant risk.

We may require additional capital to support our business, and this capital may not be available to us on acceptable terms, if at all.

On December 21, 2017, the Company entered into a creditCredit and security agreement,Security Agreement, which provides for a three-year revolving credit facility in an aggregate principal amount of $45.0 million, including a sublimit of $10.0 million for letters of credit and a $10.0 million sublimit for swing line loans. The Credit and Security Agreement was amended on December 23, 2019 to extend its term for three years and now expires in December 2022. At December 31, 2017,2019, we had $4.4$5.3 million of borrowings

10


outstanding under our revolving credit line. Wefacility. The Company may be dependent on our revolving credit facility to meet working capital and operational requirements, and access to our facility is dependent on, among other things, compliance with applicable covenants, including fixed charge coverage ratio, consolidated earnings before interest, taxes, depreciation, and amortization (EBITDA) targets, and a limit on annual expenditures for property, plant, equipment, and capitalized software. The fixed charge coverage ratio is only tested if availability on a measurement date is below a threshold. The amount available for borrowing under the revolving credit facility could be significantly reduced due to poor operational performance, or other factors. Any loss or material reduction of our ability to access funds under the revolving credit facility could materially and negatively impact our liquidity.

Actions of activist stockholders could cause us to incur substantial costs, divert management’s and the board’s attention and resources, and have an adverse effectaffect on our business and stock price.

From time to time, we may be subject to proposals by stockholders urging us to take certain corporate actions. If activist stockholder activities ensue, our business could be adversely affected as responding to proxy contests and reacting to other actions by activist stockholders can be costly and time-consuming, disrupt our operations, and divert the attention of management and our board of directors, all of which could interfere with our ability to execute our strategic plan. We may be required to retain the services of various professionals to advise us on activist stockholder matters, including legal, financial and communications advisors, the costs of which may negatively impactadversely affect our future financial results. In addition, the perceived uncertainties as to our future direction, strategy or leadership created as a consequence of activist stockholder initiatives may result in the loss of potential business opportunities, harm our ability to attract new investors, customers,clients, and employees, and cause our stock price to experience periods of volatility or stagnation.

 

 

Item 1B.

Unresolved Staff Comments

None.

Item 2.

Properties

At December 31, 2017,2019, the Company owned its headquarters building at 800 Delaware Avenue and a corporate administrative building at 700 Delaware Avenue, both located in Buffalo, New York. These buildings areThis building is operated by CTG of Buffalo, a subsidiary of the Company which is part of the Company’s North American operations. The corporate headquarters consists of approximately 48,000 square feet and is occupied by

13


corporate administrative operations. The corporate administrative building consists of approximately 42,000 square feet. During the 2017 third and fourth quarter, the Company consolidated its corporate administrative operations into its corporate headquarters building at 800 Delaware Avenue. At December 31, 2017, these properties were2019, this property was not used as collateral as part of the Company’s existing revolving credit agreement.

The Company previously owned a corporate administrative building at 700 Delaware Avenue located in Buffalo, New York. The Company sold its corporate administrative building in February 2018 for $1.8 million, and as the book value was $1.6 million, we recorded an immaterial gain on the sale.

All of the remaining Company locations, totaling approximately 20 sites, are leased facilities. Most of these facilities are located in the United States, with approximately foureight (8) of these locations in Europe in the countries of Belgium, Luxembourg, France and the United Kingdom, where our European operations are located, and one in Hyderabad, India. These facilities generally serve as sales and support offices and their size varies with the number of people employed at each office, ranging from 300250 to 26,000approximately 23,000 square feet. The Company’s lease terms vary from periods of less than a year to fivefifteen years and typically have flexible renewal options. The Company believes that its presently owned and leased facilities are adequate to support its current and anticipated future needs.

Item 3.

The Company and its subsidiaries are involved from time to time in various legal proceedings arising in the ordinary course of business. Although the outcome of lawsuits or other proceedings involving the Company and its subsidiaries cannot be predicted with certainty and the amount of any liability that could arise with respect to such lawsuits or other proceedings cannot be predicted accurately, management does not expect these matters, if any, to have a material adverse effect on the financial position, results of operations, or cash flows of the Company.

11


Item 4.

Mine SafetySafety Disclosures

Not applicable.

14


PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Stock Market Information

The Company’s common stock is traded on The NASDAQ Stock Market LLC under the symbol CTG. The following table sets forth the high and low sales prices for the Company’s common stock for each quarter of the previous two years.

 

Stock Price

 

High

 

 

Low

 

 

High

 

 

Low

 

Year Ended December 31, 2017

 

 

 

 

 

 

 

 

Year Ended December 31, 2019

 

 

 

 

 

 

 

 

Fourth Quarter

 

$

5.59

 

 

$

4.90

 

 

$

6.10

 

 

$

4.78

 

Third Quarter

 

$

6.04

 

 

$

5.04

 

 

$

5.26

 

 

$

4.03

 

Second Quarter

 

$

6.30

 

 

$

5.25

 

 

$

4.74

 

 

$

4.00

 

First Quarter

 

$

6.33

 

 

$

4.20

 

 

$

4.64

 

 

$

4.01

 

Year Ended December 31, 2016

 

 

 

 

 

 

 

 

Year Ended December 31, 2018

 

 

 

 

 

 

 

 

Fourth Quarter

 

$

4.99

 

 

$

3.87

 

 

$

5.65

 

 

$

3.85

 

Third Quarter

 

$

5.54

 

 

$

4.42

 

 

$

8.21

 

 

$

5.16

 

Second Quarter

 

$

5.69

 

 

$

4.90

 

 

$

9.24

 

 

$

6.31

 

First Quarter

 

$

6.71

 

 

$

4.70

 

 

$

8.35

 

 

$

4.97

 

 

On March 2, 2018,9, 2020, there were 2,0221,250 holders of record of the Company’s common shares. The Company paidcurrently does not pay a quarterly dividend for the first three quarters of 2016. Thedividend. A dividend was suspendedlast paid in the 2016 fourth quarter and no dividends were paid in 2017.quarter. At December 31, 2017, as per2019, under the terms of the Company's revolving line of credit facility, the Company is required to meet certain financial covenants in order to pay dividends. The Company was in compliance with these financial covenants at both December 31, 20172019 and 2016.2018. For additional information regarding these financial covenants, see Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition and Liquidity." The determination of the timing, amount and the payment of dividends, if any, on the Company’s common stock in the future is at the discretion of the Board of Directors and will depend upon, among other things, the Company’s profitability, liquidity, financial condition, capital requirements, and compliance with the covenants under the Company's revolving creditCredit and Security agreement. The Company currently has no intention to pay a dividend in the foreseeable future.

For information concerning common stock issued in connection with the Company’s equity compensation plans, see Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

15


Issuer Purchases of Equity Securities

During the 2016 fourth quarter, theThe Company’s Board of Directors has authorized the repurchase of its stock up to $10.0 milliona total of its stock over the next two years. This share repurchase authorization replaces the Company’s previous share repurchase program. During the 2017 fourth quarter, the Company’s Board of Directors approved a $10.0 million addition to the stock repurchase program to bring the authorization to $20.0 million in total.$30.0 million. As of February 16, 2018,March 9, 2020, the Company had repurchased approximately $7.3$22.3 million of shares pursuant to the authorization. authorization, leaving a remaining authorization of approximately $7.7 million.

On February 15, 2018, the Company announced its intent to commence in the future a modified “Dutch auction” tender offer to repurchase up to 10% of its outstanding shares of common stock. On April 20, 2018, the Company accepted for payment an aggregate of 1,530,990 shares of its common stock at a purchase price of $8.85 per share, for an aggregate cost of approximately $13.5 million, excluding fees and expenses related to the tender offer.

The information below for the fiscal fourth quarter of 2019 does not include shares withheld by or surrendered to the Company either to satisfy the exercise cost for the cashless exercise of employee stock options, or to satisfy tax withholding obligations associated with employee equity awards as the number of shares is minor.

 

 

 

 

 

 

 

 

 

 

Total Number

 

 

Maximum

 

 

 

 

 

 

 

 

 

 

 

of Shares

 

 

Dollar Amount

 

 

 

Total

 

 

Average

 

 

Purchased as

 

 

that May Yet

 

 

 

Number

 

 

Price

 

 

Part of Publicly

 

 

be Purchased

 

 

 

of Shares

 

 

Paid per

 

 

Announced Plans

 

 

Under the Plans

 

Period

 

Purchased

 

 

Share*

 

 

or Programs

 

 

Or Programs

 

September 28 - October 31

 

 

 

 

$

 

 

 

 

 

$

7,727,724

 

November 1 - November 30

 

 

 

 

$

 

 

 

 

 

$

7,727,724

 

December 1 - December 31

 

 

 

 

$

 

 

 

 

 

$

7,727,724

 

Total

 

 

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*  Excludes broker commissions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12

16


 

 

 

 

 

 

 

 

 

 

Total Number

 

 

Maximum

 

 

 

 

 

 

 

 

 

 

 

of Shares

 

 

Dollar Amount

 

 

 

Total

 

 

Average

 

 

Purchased as

 

 

that May Yet

 

 

 

Number

 

 

Price

 

 

Part of Publicly

 

 

be Purchased

 

 

 

of Shares

 

 

Paid per

 

 

Announced Plans

 

 

Under the Plans

 

Period

 

Purchased

 

 

Share*

 

 

or Programs

 

 

Or Programs

 

September 30 - October 27

 

 

26,266

 

 

$

5.36

 

 

 

26,266

 

 

$

13,820,929

 

October 28 - November 24

 

 

132,542

 

 

$

5.10

 

 

 

132,542

 

 

$

13,144,383

 

November 25 - December 31

 

 

93,598

 

 

$

5.17

 

 

 

93,598

 

 

$

12,660,719

 

Total

 

 

252,406

 

 

$

5.15

 

 

 

252,406

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*  Excludes broker commissions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company Performance Graph

The following graph displays a five-year comparison of cumulative total shareholder returns for the Company’s common stock, the S&P 500 Index, and the Dow Jones U.S. Computer Services Index, assuming a base index of $100 at the end of 2012.2014. The cumulative total return for each annual period within the five years presented is measured by dividing (1) the sum of (A) the cumulative amount of dividends for the period, assuming dividend reinvestment, and (B) the difference between the Company’s share price at the end and the beginning of the period by (2) the share price at the beginning of the period. The calculations were made excluding trading commissions and taxes.

 

 

 

Base

Period

 

 

Indexed Returns

Years Ending

 

 

Base

Period

 

 

Indexed Returns

Years Ending

 

 

December

 

 

December

 

 

December

 

 

December

 

 

December

 

 

December

 

 

December

 

 

December

 

 

December

 

 

December

 

 

December

 

 

December

 

 

2012

 

 

2013

 

 

2014

 

 

2015

 

 

2016

 

 

2017

 

 

2014

 

 

2015

 

 

2016

 

 

2017

 

 

2018

 

 

2019

 

Computer Task Group, Inc.

 

$

100.00

 

 

$

104.36

 

 

$

53.82

 

 

$

38.70

 

 

$

25.52

 

 

$

30.92

 

 

$

100.00

 

 

$

71.86

 

 

$

47.43

 

 

$

57.46

 

 

$

45.96

 

 

$

58.36

 

S&P 500 Index

 

$

100.00

 

 

$

132.39

 

 

$

150.51

 

 

$

152.59

 

 

$

170.84

 

 

$

208.14

 

 

$

100.00

 

 

$

101.38

 

 

$

113.51

 

 

$

138.29

 

 

$

132.23

 

 

$

173.86

 

Dow Jones U.S. Computer Services Index

 

$

100.00

 

 

$

106.26

 

 

$

100.62

 

 

$

98.18

 

 

$

115.31

 

 

$

127.33

 

 

$

100.00

 

 

$

97.58

 

 

$

114.60

 

 

$

126.55

 

 

$

111.38

 

 

$

140.49

 

 

The information included under this section entitled “Company Performance Graph” is deemed not to be “soliciting material” or “filed” with the SEC, is not subject to the liabilities of Section 18 of the Exchange Act, and shall not be deemed incorporated by reference into any of the filings previously made or made in the future by the Company under the Exchange Act or the Securities Act of 1933, except to the extent the Company specifically incorporates any such information into a document that is filed.


 

17


Item 6.

Selected Financial Data

Consolidated Summary—Five-Year Selected Financial Information

The selected operating data and financial position information set forth below for each of the years in the five-year period ended December 31, 20172019 has been derived from the Company’s audited consolidated financial statements. This information should be read in conjunction with the audited consolidated financial statements and notes thereto included in Item 8, “Financial Statements and Supplementary Data” included in this report.

 

 

2017

 

 

2016

 

 

2015

 

 

2014

 

 

2013

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

 

2015

 

(amounts in millions, except per-share data)

 

(1)

 

 

(2)

 

 

(3)

 

 

(4)

 

 

 

 

 

 

(1)

 

 

(2)

 

 

(3)

 

 

(4)

 

 

(5)

 

Operating Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

301.2

 

 

$

324.9

 

 

$

369.5

 

 

$

393.3

 

 

$

419.0

 

 

$

394.2

 

 

$

358.8

 

 

$

301.2

 

 

$

324.9

 

 

$

369.5

 

Operating income (loss)

 

$

3.9

 

 

$

(33.3

)

 

$

10.6

 

 

$

17.2

 

 

$

24.7

 

 

$

6.9

 

 

$

2.1

 

 

$

3.9

 

 

$

(33.3

)

 

$

10.6

 

Net income (loss)

 

$

0.8

 

 

$

(34.6

)

 

$

6.5

 

 

$

10.4

 

 

$

15.7

 

 

$

4.1

 

 

$

(2.8

)

 

$

0.8

 

 

$

(34.6

)

 

$

6.5

 

Basic net income (loss) per share

 

$

0.05

 

 

$

(2.22

)

 

$

0.42

 

 

$

0.68

 

 

$

1.02

 

 

$

0.31

 

 

$

(0.20

)

 

$

0.05

 

 

$

(2.22

)

 

$

0.42

 

Diluted net income (loss) per share

 

$

0.05

 

 

$

(2.22

)

 

$

0.41

 

 

$

0.64

 

 

$

0.92

 

 

$

0.29

 

 

$

(0.20

)

 

$

0.05

 

 

$

(2.22

)

 

$

0.41

 

Cash dividend per share

 

$

 

 

$

0.18

 

 

$

0.24

 

 

$

0.24

 

 

$

0.20

 

 

$

 

 

$

 

 

$

 

 

$

0.18

 

 

$

0.24

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial Position

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Working capital

 

$

50.8

 

 

$

53.7

 

 

$

53.0

 

 

$

69.2

 

 

$

67.5

 

 

$

45.0

 

 

$

51.9

 

 

$

50.8

 

 

$

53.7

 

 

$

53.0

 

Total assets

 

$

127.6

 

 

$

126.9

 

 

$

163.1

 

 

$

170.2

 

 

$

174.4

 

 

$

158.7

 

 

$

124.1

 

 

$

127.6

 

 

$

126.9

 

 

$

163.1

 

Long-term debt

 

$

4.4

 

 

$

4.7

 

 

$

1.2

 

 

$

 

 

$

 

 

$

5.3

 

 

$

3.6

 

 

$

4.4

 

 

$

4.7

 

 

$

1.2

 

Shareholders’ equity

 

$

78.6

 

 

$

78.8

 

 

$

117.7

 

 

$

111.0

 

 

$

113.8

 

 

$

66.2

 

 

$

64.2

 

 

$

78.6

 

 

$

78.8

 

 

$

117.7

 

 

(1)

During 2019, the Company incurred acquisition-related legal and consulting fees, adjustments to the fair value of earn-out liabilities, and amortization of intangible assets of approximately $2.3 million.  These expenses reduced net income by approximately $1.5 million, or $0.11 per basic and $0.11 per diluted share.

(2)

During 2018, the Company recorded a valuation allowance against its U.S. deferred tax assets of $4.1 million based on the history of U.S. losses for tax purposes and uncertain profitability in future years. The Company incurred acquisition-related legal and consulting fees, adjustments to the fair value of the earn-out liability, and amortization of intangible assets of approximately $2.0 million. The Company also recorded severance of approximately $0.7 million for former executives. Finally, the Company recorded a $0.8 million gain from non-taxable life insurance for a former executive that passed away in 2018. These expenses increased net loss by a net amount of $6.0 million and basic and diluted loss per share by $0.43.

(3)

During 2017, the Company incurred $1.2 million of unexpected costs associated with the Company’s self-insured medical plan, and $0.8 million for severance charges for former executives, which reduced operating income by a total of $2.0 million. Additionally, the Company was impacted by the enactment of the Tax Cuts and Jobs Act, which resulted in the Company recording an additional $1.7 million of tax expense upon enactment. Finally, the Company recorded a $0.4 million gain from non-taxable life insurance for a former executive that passed away in 2017. These charges decreased net income by a net amount of $2.5 million and basic and diluted loss per share by $0.17.

 

(2)(4)

During 2016, the Company incurred $37.3 million related to goodwill impairment charges, and $1.5 million for severance charges for two former executives, which reduced operating income by a total of $38.8 million.  These charges increased net loss by $38.3 million and basic and diluted loss per share by $2.45.

 

(3)(5)

During 2015, the Company incurred approximately $1.1 million of costs relating to the disposal of one of the Company's capitalized software projects. The Company also incurred approximately $1.2 million of costs relating to severance charges in Europe. In total, these costs reduced operating income by $2.3 million, net income by $1.2 million, and basic and diluted net income per share by $0.08.

Included in net income is $0.2 million from a non-taxable life insurance gain for a former executive that passed away in 2015.

(4)

During 2014, the Company incurred $2.0 million in costs associated with the death of the Company's Chairman and CEO under his employment agreement. The Company also recorded an impairment charge totaling $1.5 million for capitalized software costs associated with one of its IT solutions. In total, these costs reduced operating income by $3.5 million, net income by $2.2 million, and basic and diluted net income per share by $0.14 and $0.13, respectively.

 

14

18


Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

 

This annual report on Form 10-K contains forward-looking statements made by the management of Computer Task Group, Incorporated (CTG, the Company or the Registrant) that are subject to a number of risks and uncertainties. These forward-looking statements are based on information as of the date of this report. The Company assumes no obligation to update these statements based on information from and after the date of this report. Generally, forward looking statements include words or phrases such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “projects,” “could,” “may,” “might,” “should,” “will” and words and phrases of similar impact. The forward-looking statements include, but are not limited to, statements regarding future operations, industry trends or conditions and the business environment, and statements regarding future levels of or trends in business strategy and expectations, new business opportunities, cost control initiatives, business wins, market demand, revenue, operating expenses, capital expenditures, and financing. The forward-looking statements are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Numerous factors could cause actual results to differ materially from those in the forward-looking statements, including the following: (i) the availability to CTG of qualified professional staff, (ii) domestic and foreign industry competition for clients and talent, including technical, sales and management personnel, (iii) increased bargaining power of large clients, (iv) the Company's ability to protect confidential client data, (v) the partial or complete loss of the revenue the Company generates from International Business Machines Corporation (IBM) and SDI International (SDI),other significant clients, (vi) the uncertainty of clients' implementations of cost reduction projects, (vii) the effect of healthcare reform and initiatives, (viii) the mix of workrevenue between staffing and solutions, (ix) currency exchange risks, (x) risks associated with operating in foreign jurisdictions, (xi) renegotiations, nullification, or breaches of contracts with clients, vendors, subcontractors or other parties, (xii) the impact of current and future laws and government regulation, as well as repeal or modification of such, affecting the information technology (IT) solutions and staffing industry, taxes and the Company's operations in particular, (xiii) industry and economic conditions, including fluctuations in demand for IT services, (xiv) consolidation among the Company's competitors or clients, (xv) the need to supplement or change our IT services in response to new offerings in the industry or changes in client requirements for IT products and solutions, (xvi) the risks associated with acquisitions, (xvii) actions of activist shareholders, and (xviii) the risks described in Item 1A of this annual report on Form 10-K and from time to time in the Company's reports filed with the Securities and Exchange Commission (SEC).

Industry Trends

The market demand for the Company’s services is heavily dependent on ITinformation and technology-related spending by major corporations, organizations and government entities in the markets and regions that we serve. The pace of technology advances and changes in business requirements and practices of our clients all have a significant impact on the demand for the services that we provide. Competition for new engagements and pricing pressure has been strong. InThroughout 2017, there was a further overall decline in demand for our services as compared with 2016 and 2015 as many of our healthcare clients did not begin new projects when existing projects ended due to their capital constraints. Additionally, theThe demand for the Company's information and technology-related solutions business, primarily in our IT staffinghealthcare vertical market in North America improved in 2018 and other services from certain of our large staffing clients diminished throughout 2017.2019 as spending increased along with the improving economy.

The Company primarily operates in one industry segment, providing ITinformation and technology-related services to its clients. These services include ITinformation and technology-related solutions, and IT and other staffing.including supplemental staffing as a solution. With IT solutions services, we generally take responsibility for the deliverables on aand some level of project and thestaff management, and services may include high-end advisory or business related consulting. When providing ITstaffing services, including managed staffing, staff augmentation, and othervolume staffing, services, we typically supply personnel to our clients who then, in turn, take their direction from the client’sclients’ managers. The Company at times provides administrative or warehouse employees to clients to supplement the IT staffing resources we place at those clients.

IT solutions and IT and other staffing revenue as a percentage of consolidated revenue for the three years ended December 31, 2017, 2016,2019, 2018, and 20152017 is as follows:

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

IT solutions

 

 

30

%

 

 

29

%

 

 

33

%

 

 

36

%

 

 

31

%

 

 

30

%

IT and other staffing

 

 

70

%

 

 

71

%

 

 

67

%

 

 

64

%

 

 

69

%

 

 

70

%

Total

 

 

100

%

 

 

100

%

 

 

100

%

 

 

100

%

 

 

100

%

 

 

100

%

 

The Company promotes a majority of its services through five vertical market focus areas: technology service providers, manufacturing, healthcare (which includes services provided to healthcare providers, health insurers (payers), and life sciences companies), financial services, and energy. The remainder of CTG’s revenue is derived from general markets.

1519


CTG’s revenue by vertical market as a percentage of consolidated revenue for the three years ended December 31, 2017, 2016,2019, 2018, and 20152017 is as follows:

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

Technology service providers

 

 

33.1

%

 

 

35.2

%

 

 

31.1

%

 

 

32.2

%

 

 

32.4

%

 

 

33.1

%

Manufacturing

 

 

24.3

%

 

 

24.2

%

 

 

25.7

%

 

 

16.8

%

 

 

19.5

%

 

 

24.3

%

Healthcare

 

 

16.8

%

 

 

18.2

%

 

 

23.5

%

 

 

16.6

%

 

 

16.2

%

 

 

16.8

%

Financial services

 

 

9.1

%

 

 

7.8

%

 

 

7.2

%

 

 

13.8

%

 

 

15.2

%

 

 

9.1

%

Energy

 

 

5.0

%

 

 

5.3

%

 

 

5.4

%

 

 

5.2

%

 

 

4.7

%

 

 

5.0

%

General markets

 

 

11.7

%

 

 

9.3

%

 

 

7.1

%

 

 

15.4

%

 

 

12.0

%

 

 

11.7

%

Total

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

The IT services industry is extremely competitive and characterized by continuous changes in client requirements and improvements in technologies. Our competition varies significantly by geographic region, as well as by the type of service provided. Many of our competitors are larger than CTG, and have greater financial, technical, sales, and marketing resources. In addition, the Company frequently competes with a client’s own internal IT staff. Our industry is being impacted by the growing use of lower-cost offshore delivery capabilities (primarily India and other parts of Asia). There can be no assurance that we will be able to continue to compete successfully with existing or future competitors or that future competition will not have a material adverse effect on our results of operations and financial condition.

Revenue Recognition

The Company recognizes revenue when persuasive evidence of an arrangement exists, when the services have been rendered, when the price is determinable, and when collectibilitycontrol of the amounts duepromised good or service is reasonably assured.transferred to clients, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. For time-and-material contracts, revenue is recognized as hours are incurred and costs are expended. For contracts with progress billing schedules, primarily monthly, revenue is recognized as services are rendered to the client. Revenue for fixed-price contracts is recognized per the proportional method of accountingover time using an input-based approach. Over time revenue recognition best portrays the Company’s performance in transferring control of the goods or services to the client. On most fixed price contracts, revenue recognition is supported through contractual clauses that require the client to pay for work performed to date, including cost plus a reasonable profit margin, for goods or services that have no alternative use to the Company. On certain contracts, revenue recognition is supported through contractual clauses that indicate the client controls the asset, or work in process, as the Company creates or enhances the asset. On a given project, actual salary and indirect labor costs incurred are measured and compared againstwith the total estimatedestimate of costs of such items at the completion of the project. Revenue is recognized based upon the percentage-of-completion calculation of total incurred costs to total estimated costs. The Company infrequently works on fixed-price projects that include significant amounts of material or other non-labor related costs whichthat could distort the percent complete within a percentage-of-completion calculation. The Company’s estimate of the total labor costs it expects to incur over the term of the contract is based on the nature of the project and our past experience on similar projects, and includes management judgments and estimates whichthat affect the amount of revenue recognized on fixed-price contracts in any accounting period. Losses on fixed-price projects are recorded when identified.

The Company’s revenue from contracts accounted for under time-and-material, progress billing, and percentage-of-completion methods as a percentage of consolidated revenue for the three years ended December 31, 2017, 2016,2019, 2018, and 20152017 is as follows:

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

Time-and-material

 

 

85.9

%

 

 

86.5

%

 

 

88.6

%

 

 

79.6

%

 

 

84.7

%

 

 

85.9

%

Progress billing

 

 

10.8

%

 

 

10.8

%

 

 

9.5

%

 

 

10.2

%

 

 

10.5

%

 

 

10.8

%

Percentage-of-completion

 

 

3.3

%

 

 

2.7

%

 

 

1.9

%

 

 

10.2

%

 

 

4.8

%

 

 

3.3

%

Total

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

1620


Results of Operations

The table below sets forth percentage information calculated as a percentage of consolidated revenue as reported on the Company’s consolidated statements of operations as included in Item 8, “Financial Statements and Supplementary Data” in this report.

 

Year Ended December 31,

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

(percentage of revenue)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

Direct costs

 

 

81.4

%

 

 

81.8

%

 

 

81.8

%

 

 

80.9

%

 

 

80.9

%

 

 

81.4

%

Selling, general and administrative expenses

 

 

17.3

%

 

 

17.0

%

 

 

15.3

%

 

 

17.3

%

 

 

18.5

%

 

 

17.2

%

Goodwill impairment charges

 

 

 

 

 

11.5

%

 

 

%

Operating income (loss)

 

 

1.3

%

 

 

(10.3

)%

 

 

2.9

%

Operating income

 

 

1.8

%

 

 

0.6

%

 

 

1.4

%

Interest and other income (expense), net

 

 

0.1

%

 

 

(0.1

)%

 

 

%

 

 

(0.2

)%

 

 

0.1

%

 

 

 

Income (loss) before income taxes

 

 

1.4

%

 

 

(10.4

)%

 

 

2.9

%

Income before income taxes

 

 

1.6

%

 

 

0.7

%

 

 

1.4

%

Provision for income taxes

 

 

1.1

%

 

 

0.3

%

 

 

1.1

%

 

 

0.6

%

 

 

1.5

%

 

 

1.1

%

Net income (loss)

 

 

0.3

%

 

 

(10.7

)%

 

 

1.8

%

 

 

1.0

%

 

 

(0.8

)%

 

 

0.3

%

 

20172019 as compared with 20162018

The Company recorded revenue in 20172019 and 20162018 as follows:

 

Year Ended December 31,

 

% of total

 

 

2017

 

 

% of total

 

 

2016

 

 

Year-Over-

Year Change

 

 

% of total

 

 

2019

 

 

% of total

 

 

2018

 

 

Year-Over-

Year Change

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

 

73.1

%

 

$

220,085

 

 

 

78.3

%

 

$

254,264

 

 

 

(13.4

)%

 

 

61.5

%

 

$

242,218

 

 

 

64.9

%

 

$

232,695

 

 

 

4.1

%

Europe

 

 

26.9

%

 

 

81,125

 

 

 

21.7

%

 

 

70,629

 

 

 

14.9

%

 

 

38.5

%

 

 

151,952

 

 

 

35.1

%

 

 

126,074

 

 

 

20.5

%

Total

 

 

100.0

%

 

$

301,210

 

 

 

100.0

%

 

$

324,893

 

 

 

(7.3

)%

 

 

100.0

%

 

$

394,170

 

 

 

100.0

%

 

$

358,769

 

 

 

9.9

%

 

Reimbursable expenses billedThe Company’s focus, throughout its operations, is to expand the amount of IT Solutions services it provides to its clients, as compared with IT staffing services, and to become a solutions-centric company. IT Solutions provide significant value to our clients, and included in revenue totaled $3.3 milliondrive higher bill rates and $4.0 million in 2017margins for the Company. Our existing solutions, such as application maintenance and 2016, respectively.  The decrease in reimbursable expenses year-over-year is primarily dueoutsourcing, data management and testing, combined with new or expanded solutions through acquisitions, will give the Company a broader set of IT solutions to a reduction inprovide to its clients. Additionally, the numberCompany will continue to expand the capabilities of consultants in our healthcare vertical market,its existing solutions by adding elements such as many of those employees travel to client locations to perform services.robotic process automation and artificial intelligence.

The revenue decreaseincrease in North America in 20172019 as compared with 20162018 was primarily due to a significant decreaseincrease in demand for the Company's IT solutions business, primarily in our healthcare vertical market, and a modest increase in demand for our IT staffing business, primarily in our technology serviceservices provider vertical market, and a decrease in demand for our IT solutions services business, primarily in our healthcare vertical market. The revenue increase in Europe is primarily due to strong demand for the Company’s services in the European markets we serve.

serve, and the acquisition of Tech-IT on February 6, 2019, which at the time of acquisition had estimated annual revenue of approximately $20 million. Reimbursable expenses billed to clients and included in revenue totaled $2.6 million and $3.2 million in 2019 and 2018, respectively.

On a consolidated basis, IT solutions revenue decreased $3.3increased $28.2 million or 3.5%24.9% in 20172019 as compared with 2016. Beginning2018. The increase is primarily due to an increase in late 2014,IT solutions services in both North America and Europe and the Company beganaddition of Tech-IT, which conducts its operations in Luxembourg. In North America, we continue to see significant reductions in billable resourcesshift our focus to IT solutions services, as the profit on those engagements is significantly higher than the profit on our IT staffing services. In our European operations, greater than 50% of the services we provide to clients are IT solutions, and those operations have consistently grown organically at a numberrate that far exceeds the growth rate for IT services of its larger healthcare clients3-5% in the markets in which decreasedwe conduct business. The acquisition of Tech-IT expanded our IT solutions revenue in the Company's healthcare vertical market as existing electronic health records (EHR) projects came to an end. This decrease in spending on healthcare IT projects continued throughout 2017 for the clients that we serve. As part of our strategy to shift to non-EHR services the Company expanded its healthcare IT businessby adding software and hardware services, including consulting, infrastructure and software design and development, team in 2017 with individuals who have experience selling healthcare IT services such as advisoryinfrastructure integration, project management, and technical services, outsourcing, and staff augmentation.  However, in 2017 this team as a whole was not successful in reducing our revenue losses in this vertical market and expanding the non-EHR healthcare related services we provide.

training.

Also on a consolidated basis, IT and other staffing revenue decreased $20.3increased $7.2 million or 8.8%2.9% during 20172019 as compared with 2016.2018. The IT staffing decreaserevenue increase was primarily due to growth in IT staffing in North America with our largest client, IBM.

Additionally, given the Company’s strategic focus on becoming a decreasemore solutions-centric company, a decision was made, starting in demand from a numberthe second half of 2019, to critically evaluate each significant staffing engagement as it comes up for

21


renewal to determine if the Company wants to continue to provide those services to its client. Those decisions are based on, among other factors, critically evaluating the work performed, the availability of the Company's largestresources, the client, the long-term opportunities for the service provided at the client, and the revenue and profit associated with the engagement. Accordingly, the Company made a decision to disengage from several small engagements and a large staffing clients. Additionally, there was a significant reductionengagement late in both requirements and billable rates for certain2019. While these decisions will negatively affect revenue during 2020, the Company believes the reallocation of the employees providedresources away from these engagements to our largest staffing client which began toother higher margin, IT solutions services will positively impact the Company in the 2016 fourth quarter.long-term, and aid in the transformation to a more solutions-centric IT services provider.  

TheFollowing the acquisition of Soft Company in 2018, which relies heavily on billable subcontractors (non-employees), we revised how we define and calculate headcount in order to report all billable consultants, including both employees and subcontractors. Accordingly, the Company’s headcount wasbillable consultants were approximately 3,200 employees3,950 at December 31, 2017,2019, which was a 7%4.8% decrease from approximately 3,450 employees4,150 billable consultants at December 31, 2016.2018.  Approximately 90%91% of this headcount is for technical resources and 10%9% for support positions. The decrease in headcount year-over-year was due to disengaging from several IT staffing projects late in 2019.

The significant increase in revenue in the Company’s European operations in 20172019 as compared with the corresponding 2016 period2018 was due to an increase in demand for the Company’s IT solutions services across a number of

17


the vertical markets we serve and the strengthserve. The weakness relative to the U.S. dollar of the currencies in Belgium, and Luxembourg, partially offset by weakness relative to the U.S. dollar of the currency ofFrance, and the United Kingdom, the countries in which the Company’s European subsidiaries operate.operate, offset this significant increase. In Belgium, Luxembourg, and Luxembourg,France, the functional currency is the Euro, while in the United Kingdom the functional currency is the British Pound. In 20172019 as compared with 2016,2018, the average value of the Euro increased 2.1%decreased 5.2%, and the average value of the British Pound decreased 4.9%4.3%. A significant portion of the Company's revenue from its European operations is generatedrecorded in Belgium, Luxembourg, and Luxembourg.France. Had there been no change in these exchange rates from 20162018 to 2017,2019, total European revenue would have been approximately $1.4$8.4 million lower,higher, or $79.7$160.3 million as compared with the $81.1$152.0 million reported. When considering the year-over-year change in revenue in constant currencies, revenue from our European operations increased 12.9%27.2%. Operating income increasedwas negatively impacted by less than $0.1$0.3 million in 20172019 as compared with 20162018 given the changedecrease in the exchange rates year-over-year.

The Company continues to assess the potential impact, if any, that the United Kingdom’s proposed exit from the European Union will have on the Company’sits operations. As the total revenue generated by our British subsidiary is immaterial when compared with the Company’s total consolidated revenue, we do not expect the impact of the pending exit to have a material impact on the Company’s operations.operations, and we have not experienced any significant impact to date.

International Business Machines Corporation (IBM) was CTG’s largest client and accounted for $76.4$84.9 million or 25.4%21.5% and $98.4$80.6 million or 30.3%22.5% of the Company’s consolidated revenue in 20172019 and 2016,2018, respectively. During the 2017 third quarter, theThe National Technical Services Agreement with IBM was extended for two yearsfour months and now expires on May 1, 2020. The Company continues to negotiate with IBM on a long-term extension of this agreement. As part of the National Technical Services Agreement, the Company provides its services as a predominant supplier primarily to IBM’s Integrated Technology Services and the Systems and Technology Group business units. This agreement accounted for approximately 70% of all of the services provided to IBM by the Company in 2019. The Company’s accounts receivable from IBM at December 31, 2019.2019 and 2018 totaled $23.0 million and $22.1 million, respectively.

We expect to continue to derive a significant portion of our revenue from IBM in future years; however, a significant decline or the loss of the revenue from this client would have a significant negative effect on our operating results. No other client accounted for more than 10% of the Company’s revenue in 2019 or 2018.

Direct costs, defined as costs for billable staff including billable out-of-pocket expenses, were 80.9% of consolidated revenue in both 2019 and 2018. In 2019, direct costs as a percentage of revenue fell throughout the year from a high of 81.8% in the first quarter to a low of 79.6% in the fourth quarter as the Company’s strategy to focus on selling IT solutions had an increasing impact on the Company’s financial results as the year went on. Additionally, the decision to disengage from a large, low margin staffing engagement, as well as other smaller engagements late in 2019, had a modest impact on the year’s direct cost percentage.

Selling, general and administrative (SG&A) expenses were 17.3% of revenue in 2019 as compared with 18.5% of revenue in 2018. The decrease in SG&A expenses as a percentage of revenue in 2019 as compared with 2018 is primarily due to a concerted effort to reduce certain support costs while continuing to invest in sales and other resources that support IT solutions services in order to focus on the Company’s long-term growth. Additionally, SG&A in 2019 included acquisition-related costs of $2.3 million, primarily the amortization of intangible assets resulting from our recent acquisitions. SG&A in 2018 includes acquisition-related costs totaling $2.0 million, and $0.7 million in severance.

Operating income was 1.8% of revenue in 2019 as compared with 0.6% of revenue in 2018. Operating income from the North American operations was $0.8 million in 2019 before allocations of $1.6 million to foreign operations, compared

22


with a loss of $2.4 million in 2018 before allocations of $0.9 million.  The 2018 loss was impacted by investments in business development, recruiting, and marketing, totaling approximately $3.5 million.

Operating income from our European operations was $6.1 million in 2019 before allocations of $1.6 million from our North American operations, compared with $6.3 million in 2018 before allocations of $0.9 million.

Other income (expense) was (0.2)% of revenue in 2019 and 0.1% of revenue in 2018. In 2018, the Company recorded a non-taxable life insurance gain of approximately $0.8 million as one of its former executives passed away.

The Company’s effective tax rate (ETR) is calculated based upon the full year's operating results and various tax related items. The ETR in 2019 was 34.4%, while the 2018 ETR was 224.2%.

The ETR in 2019 was impacted as a large portion of the Company’s profits result from the Company’s European operations where the effective tax rates are generally higher than in the U.S. Additionally, the ETR was higher in 2019 primarily due to non-deductible acquisition costs related to the Tech-IT and Soft Company acquisitions.

The ETR was high in 2018 primarily due to the Company recording a valuation allowance for its deferred tax assets in the U.S. totaling $3.8 million as the Company had recurring pre-tax losses in recent years and uncertainty as to income in future years.  The Company also incurred approximately $0.7 million of tax associated with the GILTI provisions of the 2017 Tax Cut and Jobs Act, and $0.3 million of tax from non-deductible acquisition-related costs in our European operations.  These items, which caused additional tax expense, were offset by a non-taxable life insurance gain, the reversal of the valuation for deferred tax assets in the United Kingdom, the Tax Cuts and Jobs Act which reduced the US federal corporate tax rate to 21%, and tax benefits for the Work Opportunity Tax Credit (WOTC) and Research and Development tax credit (R&D).

Net income for 2019 was 1.0% of revenue or $0.29 per diluted share, compared with net loss of (0.8)% of revenue or $(0.20) per diluted share in 2018. Diluted earnings per share were calculated using 14.0 million weighted-average equivalent shares outstanding in 2019 and 13.8 million in 2018.

2018 as compared with 2017

The Company recorded revenue in 2018 and 2017 as follows:

Year Ended December 31,

 

% of total

 

 

2018

 

 

% of total

 

 

2017

 

 

Year-Over-

Year Change

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

 

64.9

%

 

$

232,695

 

 

 

73.1

%

 

$

220,085

 

 

 

5.7

%

Europe

 

 

35.1

%

 

 

126,074

 

 

 

26.9

%

 

 

81,125

 

 

 

55.4

%

Total

 

 

100.0

%

 

$

358,769

 

 

 

100.0

%

 

$

301,210

 

 

 

19.1

%

Reimbursable expenses billed to clients and included in revenue totaled $3.2 million and $3.3 million in 2018 and 2017, respectively.

The revenue increase in North America in 2018 as compared with 2017 was primarily due to a significant increase in demand for the Company's IT solutions business, primarily in our healthcare vertical market, and a modest increase in demand for our IT staffing business, primarily in our technology services provider vertical market. The revenue increase in Europe was primarily due to strong demand for the Company’s services in the European markets we serve, and the acquisition of Soft Company on February 15, 2018, which had an annual revenue of approximately $30 million.

On a consolidated basis, IT solutions revenue increased $21.7 million or 23.7% in 2018 as compared with 2017. The increase was primarily due to an increase in IT solutions services in Europe and the addition of Soft Company, which was acquired on February 15, 2018. Soft Company primarily specializes in providing IT services to finance, insurance, telecom, and media services companies. The increase was also due in part to our strategy to shift to non-electronic health records (EHR) services in our healthcare vertical market. The Company expanded its healthcare IT business development team in 2018 with individuals who have experience selling healthcare IT services such as advisory and technical services, outsourcing, and staff augmentation. This team was successful in driving revenue growth in this vertical market and expanding the non-EHR healthcare related services we provide.

Also on a consolidated basis, IT and other staffing revenue increased $35.9 million or 17.1% during 2018 as compared with 2017. The IT staffing increase was primarily due to the addition of Soft Company in the 2018 first quarter,

23


growth in IT staffing in North America, and in part due to a change in accounting related to the new revenue recognition standard which requires revenue we previously recorded on a net basis to now be recorded on a gross basis for billable subcontractors. The Company recorded $4.6 million, or 1.3% of our 2018 consolidated revenue on a gross basis, which would have been recorded on a net basis under the Company’s historic accounting under Topic 605. This accounting change solely related to the IT and other staffing services.

Following the acquisition of Soft Company, which relies heavily on billable subcontractors, we have revised how we define and calculate headcount in order to report all billable consultants, including both employees and subcontractors. Based on this new approach, the Company’s headcount was approximately 4,150 at December 31, 2018, which was a 22.1% increase from approximately 3,400 billable consultants at December 31, 2017.  Approximately 92% of this headcount was for technical resources and 8% for support positions.

The significant increase in revenue in the Company’s European operations in 2018 as compared with the corresponding 2017 period was due to an increase in demand for the Company’s IT solutions services across a number of the vertical markets we serve and the strength relative to the U.S. dollar of the currencies in Belgium and Luxembourg, France and the United Kingdom, the countries in which the Company’s European subsidiaries operate. In Belgium, Luxembourg, and France, the functional currency is the Euro, while in the United Kingdom the functional currency is the British Pound. In 2018 as compared with 2017, the average value of the Euro increased 4.5%, and the average value of the British Pound increased 3.6%. A significant portion of the Company's revenue from its European operations is generated in Belgium and Luxembourg. Had there been no change in these exchange rates from 2017 to 2018, total European revenue would have been approximately $4.9 million lower, or $121.2 million as compared with the $126.1 million reported. When considering the year-over-year change in revenue in constant currencies, revenue from our European operations increased 49.0%. Operating income increased by $0.3 million in 2018 as compared with 2017 given the change in the exchange rates year-over-year.

International Business Machines Corporation (IBM) was CTG’s largest client and accounted for $80.6 million or 22.5% and $76.4 million or 25.4% of the Company’s consolidated revenue in 2018 and 2017, respectively. As part of the National Technical Services Agreement, the Company also provides its services as a predominant supplier to IBM’s Integrated Technology Services and the Systems and Technology Group business units. This agreement accounted for approximately 85%72% of all of the services provided to IBM by the Company in 2017. As previously mentioned, the reduction in revenue in 2017 as compared with 2016 is due to a reduction in both the number of requirements and bill rates for certain employees provided to this client beginning in the 2016 fourth quarter.2018. The Company’s accounts receivable from IBM at December 31, 2018 and 2017 and 2016 totaled $21.5$22.1 million and $28.0$21.5 million, respectively.

SDI was the Company's second largest client and accounted for $27.6 million or 7.7% and $34.2 million or 11.4% and $34.5 million or 10.6% of the Company’s consolidated revenue in 20172018 and 2016,2017, respectively. SDI acts as a vendor manager for Lenovo, and all of the Company's revenue generated through SDI relates to CTG employees working at Lenovo. The Company's accounts receivable from SDI at December 31, 2018 and 2017 totaled $3.6 million and 2016 totaled $4.7 million, and $5.6 million, respectively.

We expect to continue to derive a significant portion of our revenue from IBM and SDI in future years; however a significant decline or the loss of the revenue from these clients would have a significant negative effect on our operating results. No other client accounted for more than 10% of the Company’s revenue in 20172018 or 2016.

2017.

Direct costs, defined as costs for billable staff including billable out-of-pocket expenses, were 81.4%80.9% and 81.8%81.4% of consolidated revenue in 2018 and 2017, and 2016, respectively. Direct costs in 2018 were impacted by higher fringe benefit costs than planned. In the 2017 third quarter, the Company recorded a significant increase in fringe benefit costs primarily consisting of medical expense. The increase in medical expense, which totaled approximately $1.0 million in direct costs, was due to much higher utilization of the Company’s self-insured medical plan during the year. The Company also recorded $0.4 million of severance charges in the 2017 second quarter. In the 2016 second quarter, the Company’s European operations recorded a payroll tax credit totaling approximately $0.7 million which reduced direct costs in 2016. The credited amounts returned certain costs incurred from 2011 to 2014, and the Company does not anticipate a significant credit in the future. When considering these items, direct costs as a percentage of revenue in 2017 decreased as compared with 2016. This decrease was2018 were comparable in part due to the significant reduction in IT staffing revenue. These services are provided to the Company's largest IT staffing clients, which have much higher direct costs as a percentage of revenue as compared with the Company's IT solutions clients.

2017.

Selling, general and administrative (SG&A) expenses were 17.3%18.5% of revenue in 20172018 as compared with 17.0%17.2% of revenue in 2016.2017. The increase in SG&A expenses as a percentage of revenue in 20172018 as compared with 2016 is2017 was primarily due to costs incurred by our operating units as the Company continuescontinued to make investments in sales, recruiting and delivery resources in order to focus on the Company’s long-term growth, andgrowth. Additionally, SG&A in 2018 includes acquisition-related costs, including the lossamortization of operating leverage from a decrease in revenue. Additionally, severance incurred forintangible assets associated with the resignationacquisition of three former executives totaled $0.4Soft Company, totaling $2.0 million, and $1.5$0.7 million in 2017severance.

Operating income was 0.6% of revenue in 2018 as compared with 1.4% of revenue in 2017. The operating loss from the North American operations was $2.4 million in 2018 compared with $0.1 million in 2017. The 2018 loss was impacted by investments in business development, recruiting, and 2016, respectively.

During the 2016 first quarter, the Company determined that a goodwill impairment indicator existedmarketing of nearly $3.5 million, some of which required an interim impairment analysis. As a result of the analysis, the Company determined the implied fair value of its goodwill balance was below the carrying value. Accordingly,have yet to generate revenue and profits. Additionally, the Company recorded a non-tax deductible goodwill impairment charge of $21.5$2.0 million to reduce the value of its goodwill balance to the implied fair value. Additionally, during the 2016 third quarter, the Company determined that another goodwill impairment indicator existed which required a second interim impairment analysis. As a result of the analysis, the Company determined the implied fair value of its goodwill balance

18


was again below the carrying value. Accordingly, the Company recorded a non-tax deductible goodwill impairment charge of $15.8in acquisition related costs, and $0.7 million to reduce the value of its goodwill balance to the implied fair value, which reduced the Company’s goodwill balance to $0.0.

The significant increase in operatingseverance. Operating income in 2017 was due to the goodwill impairment charges taken in the 2016 first and third quarters totaling $37.3 million. Operating income (loss) was 1.3% of revenue in 2017 as compared with (10.3)% of revenue in 2016. Operating loss from North American operations was reduced by $1.2a total of $2.0 million from unusually high utilization of unexpected costs associated with the Company’s self-insuranceself-insured medical plan, and $0.8 million for severance charges for former executives, or $2.0 million in total, and was $0.1 million in 2017 compared with $35.7 million in 2016.severance.

24


Operating income from our European operations was $5.3 million in 2018 compared with $4.0 million in 2017 compared with $2.4 million in 2016.2017. The increase in operating income in 20172018 compared with 2016 is2017 was primarily due to an increase in revenue due to strong demand for the Company’s services in the European markets we serve. The 2016 resultsserve, and the acquisition of Soft Company completed in Europe were reduced by a goodwill impairment charge of approximately $1.7 million, offset by a payroll tax credit of $0.7 million recorded in the 2016 second quarter.February 2018.

Other income (expense) was 0.1% of revenue in 20172018 and (0.1)%0.0% of revenue in 2016.2017. In 2018 and 2017, the Company recorded a non-taxable life insurance gain of approximately $0.8 and $0.4 million, respectively, as one of its former executives passed away in the 2017 fourth quarter.each year.

The Company’s effective tax rate (ETR) is calculated based upon the full year's operating results and various tax related items. The Company’s normal ETR ranges from 38% to 40%. The ETR in 20172018 was 80.1%224.2%, while the 20162017 ETR was (3.3)%80.1%.

The ETR was higher thanhigh in 2018 primarily due to the normal rangeCompany recording a valuation allowance for its deferred tax assets in the U.S. totaling $3.8 million as the Company has recurring pre-tax losses in recent years and uncertainty as to income in future years. The Company also incurred approximately $0.7 million of tax associated with the GILTI provisions of the 2017 Tax Cut and Jobs Act, and $0.3 million of tax from non-deductible acquisition-related costs in our foreign operations. These items, which caused additional tax expense, were offset by a non-taxable life insurance gain, the reversal of the valuation for deferred tax assets in the United Kingdom, the Tax Cut and Jobs Act which reduced the U.S. federal corporate tax rate to 21%, and tax benefits for the Work Opportunity Tax Credit (WOTC) and Research and Development tax credit (R&D).

The ETR was high in 2017 primarily due to the effects of the Tax Cuts & Jobs Act which resulted in the Company reducing its U.S. deferred tax assets by $1.7 million, and the adoption of ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which required the Company to record approximately $0.3 million in 2017 of additional tax expense of $0.3 million for shortfalls that would previously have been recorded to capital in excess of par value on the Company’s consolidated balance sheet. This additional tax expense was partially offset by tax benefits for the Work Opportunity Tax Credit (WOTC) and Research and Development tax credit (R&D).

The ETRNet loss for 2018 was lower than the normal range in 2016 primarily due to the non-deductible goodwill impairment charges totaling $37.3 million in the 2016 first and third quarters, and also due to the extension(0.8)% of the Work Opportunity Tax Credit (WOTC) and the Research and Development tax credit (R&D) which were renewed by the U.S. federal government in the 2015 fourth quarter and were effective for allrevenue or $(0.20) per diluted share, compared with net income of 2016.  These credits totaled approximately $0.6 million.

Net income for 2017 was 0.3% of revenue or $0.05 per diluted share compared with net loss of (10.7)% of revenue or $(2.22) per diluted share in 2016.2017. Diluted earnings per share were calculated using 15.313.8 million weighted-average equivalent shares outstanding in 20172018 and 15.615.3 million in 2016.2017. The decrease in shares year-over-year iswas due to the Company’s stock repurchase program. TheDutch auction tender offer where the Company purchasedrepurchased approximately 1.2 million shares10% of its stock for treasury during 2017.outstanding shares in April 2018.

2016 as compared with 2015

The Company recorded revenue in 2016 and 2015 as follows:

Year Ended December 31,

 

% of total

 

 

2016

 

 

% of total

 

 

2015

 

 

Year-Over-

Year Change

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

 

78.3

%

 

$

254,264

 

 

 

81.8

%

 

$

302,171

 

 

 

(15.9

)%

Europe

 

 

21.7

%

 

 

70,629

 

 

 

18.2

%

 

 

67,307

 

 

 

4.9

%

Total

 

 

100.0

%

 

$

324,893

 

 

 

100.0

%

 

$

369,478

 

 

 

(12.1

)%

Reimbursable expenses billed to clients and included in revenue totaled $4.0 million and $6.5 million in 2016 and 2015, respectively.  The decrease in reimbursable expenses year-over-year is primarily due to a reduction in the number of consultants in our healthcare vertical market, as many of those employees travel to client locations to perform services.

The revenue decrease in North America in 2016 as compared with 2015 was primarily due to a significant decrease in demand for the Company's IT solutions business, primarily in our healthcare vertical market, and a decrease in demand

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for our IT and other staffing services business from several large clients. The revenue increase in Europe is primarily due to strong demand for the Company’s services in the European markets we serve.

On a consolidated basis, IT solutions revenue decreased $27.3 million or 22.4% in 2016 as compared with 2015. The Company’s healthcare vertical market grew from 2008 to 2012 primarily from installing electronic health records (EHR) systems in hospitals and health systems. As of December 31, 2016, EHR installations are largely complete within the U.S. healthcare market. Beginning in late 2014, the Company began to see significant reductions in billable resources at a number of its larger healthcare clients which further decreased IT solutions revenue in the Company's healthcare vertical market as existing projects came to an end. This decrease in spending on healthcare IT projects continued throughout 2016 for the clients that we serve. As part of our strategy to shift to non-EHR services, the Company expanded its healthcare IT business development team in 2016 with individuals who have experience selling healthcare IT services such as advisory and technical services, outsourcing, and staff augmentation.  However, in 2016 this team as a whole was not successful in reducing our revenue losses in this vertical market, and expanding the non-EHR healthcare related services we provide.

Also on a consolidated basis, IT and other staffing revenue decreased $17.3 million or 7.0% during 2016 as compared with 2015. The IT staffing decrease was primarily due to a decrease in demand from a number of the Company's largest staffing clients. Additionally, during the 2016 third quarter, the Company was informed by its largest client that there would be significant reductions in both requirements and billable rates for certain of the employees provided to this client beginning in the 2016 fourth quarter. Originally, these employee reductions could have totaled as much as 40% of the total revenue earned from this client.  However, CTG was able to negotiate the retention of a number of these requirements, although many of the retained employees were subject to reductions in billable rates. The Company reduced its cost structure supporting its staffing clients in the 2016 fourth quarter to partially offset this loss in revenue and reductions in billable rates.

The Company’s headcount was approximately 3,450 employees at December 31, 2016, which was a 6% decrease from approximately 3,600 employees at December 31, 2015.  Approximately 90% of this headcount is for technical resources, and 10% for support positions.

The increase in revenue in the Company’s European operations in 2016 as compared with the corresponding 2015 period was due to an increase in demand for the Company’s IT solutions services across a number of the vertical markets we serve, partially offset by weakness relative to the U.S. dollar of the currencies of Belgium, Luxembourg, and the United Kingdom, the countries in which the Company’s European subsidiaries operate. In Belgium and Luxembourg, the functional currency is the Euro, while in the United Kingdom the functional currency is the British Pound. In 2016 as compared with 2015, the average value of the Euro decreased 0.3%, and the average value of the British Pound decreased 11.3%. A significant portion of the Company's revenue from its European operations is generated in Belgium and Luxembourg. Had there been no change in these exchange rates from 2015 to 2016, total European revenue would have been approximately $0.6 million higher, or $71.2 million as compared with the $70.6 million reported. When considering the year-over-year change in revenue in constant currencies, revenue from our European operations increased 5.9%. Operating income was essentially unchanged in 2016 as compared with 2015 given the change in the exchange rates year-over-year.

International Business Machines Corporation (IBM) was CTG’s largest client and accounted for $98.4 million or 30.3% and $99.2 million or 26.9% of the Company’s consolidated revenue in 2016 and 2015, respectively. During the 2017 third quarter, the NTS Agreement with IBM was extended for two years and now expires on December 31, 2019. As part of the NTS Agreement, the Company also provides its services as a predominant supplier to IBM’s Integrated Technology Services and the Systems and Technology Group business units. This agreement accounted for approximately 89% of all of the services provided to IBM by the Company in 2016. As previously mentioned, although there could have been a significant reduction in the number of requirements from this client beginning in the 2016 fourth quarter, the headcount losses were partially mitigated as of the 2016 year-end, and the expected annual loss in revenue is approximately $15-20 million in 2017. The Company’s accounts receivable from IBM at December 31, 2016 and 2015 totaled $28.0 million and $26.4 million, respectively.

SDI was the Company's second largest client and accounted for $34.5 million or 10.6% and $44.0 million or 11.9% of the Company’s consolidated revenue in 2016 and 2015, respectively. SDI acts as a vendor manager for Lenovo, and all of the Company's revenue generated through SDI relates to CTG employees working at Lenovo. The Company's accounts receivable from SDI at December 31, 2016 and December 31, 2015 totaled $5.6 million and $5.5 million, respectively.

We continued to derive a significant portion of our revenue from IBM and SDI in 2017, although demand from IBM was significantly reduced in 2017 as compared with 2016. A significant decline or the loss of the revenue from these

20


clients would have a significant negative effect on our operating results. No other client accounted for more than 10% of the Company’s revenue in 2016 or 2015.

Direct costs, defined as costs for billable staff including billable out-of-pocket expenses, were 81.8% of consolidated revenue in both 2016 and 2015. In the 2016 second quarter, the Company’s European operations recorded a payroll tax credit totaling approximately $0.7 million which reduced direct costs in 2016. The credited amounts returned certain costs incurred from 2011 to 2014, and the Company does not anticipate a significant credit in the future. In the 2015 second quarter, the Company recorded several charges totaling $2.1 million which increased direct costs. When considering these items, direct costs as a percentage of revenue in 2016 increased as compared with 2015. This increase was due to the significant shift in the mix of the Company's business to a much higher level of IT staffing revenue. These services are provided to the Company's largest IT staffing clients, which have much higher direct costs as a percentage of revenue as compared with the Company's IT solutions clients.

Selling, general and administrative (SG&A) expenses were 17.0% of revenue in 2016 as compared with 15.3% of revenue in 2015. The increase in SG&A expenses as a percentage of revenue in 2016 as compared with 2015 is primarily due to costs incurred by our operating units as the Company continues to make investments in sales, recruiting and delivery resources in order to focus on the Company’s long-term growth, and the loss of operating leverage from a decrease in revenue. Additionally, severance incurred for the resignation of two former executives totaled $1.5 million and was included in the 2016 results.

During the 2016 first quarter, the Company determined that a goodwill impairment indicator existed which required an interim impairment analysis. As a result of the analysis, the Company determined the implied fair value of its goodwill balance was below the carrying value. Accordingly, the Company recorded a non-tax deductible goodwill impairment charge of $21.5 million to reduce the value of its goodwill balance to the implied fair value. Additionally, during the 2016 third quarter, the Company determined that another goodwill impairment indicator existed which required a second interim impairment analysis. As a result of the analysis, the Company determined the implied fair value of its goodwill balance was again below the carrying value. Accordingly, the Company recorded a non-tax deductible goodwill impairment charge of $15.8 million to reduce the value of its goodwill balance to the implied fair value, which reduced the Company’s goodwill balance to $0.0.

The significant decrease in operating income in 2016 was due to the goodwill impairment charges taken in the 2016 first and third quarters totaling $37.3 million. Operating income (loss) was (10.3)% of revenue in 2016 as compared with 2.9% of revenue in 2015. Operating income (loss) from North American operations was reduced by goodwill impairment charges of $35.6 million, and totaled $(35.7) million in 2016 compared with $9.0 million in 2015. Operating income from our European operations was $2.4 million in 2016 compared with $1.7 million in 2015. The 2016 results in Europe were reduced by a goodwill impairment charge of approximately $1.7 million, offset by a payroll tax credit of $0.7 million recorded in the 2016 second quarter.

Other income (expense) was (0.1)% of revenue in 2016 and 0.0% of revenue in 2015. In 2015, the Company recorded a non-taxable life insurance gain of approximately $0.2 million as one of its former executives passed away in the 2015 fourth quarter. The Company received proceeds from the policy totaling approximately $0.4 million in the 2016 first quarter.

The Company’s effective tax rate (ETR) is calculated based upon the full year's operating results and various tax related items. The Company’s normal ETR ranges from 38% to 40%. The ETR in 2016 was (3.3)%, while the 2015 ETR was 39.3%.

The ETR was lower than the normal range in 2016 primarily due to the non-deductible goodwill impairment charges totaling $37.3 million in the 2016 first and third quarters, and also due to the extension of the Work Opportunity Tax Credit (WOTC) and the Research and Development tax credit (R&D) which were renewed by the U.S. federal government in the 2015 fourth quarter and were effective for all of 2016.  These credits totaled approximately $0.6 million.

Net loss for 2016 was (10.7)% of revenue or $(2.22) per diluted share, compared with net income of 1.8% of revenue or $0.41 per diluted share in 2015. Diluted earnings per share were calculated using 15.6 million weighted-average equivalent shares outstanding in 2016 and 15.9 million in 2015. The decrease in shares year-over-year is due to there being no dilutive effect of outstanding equity-based compensation grants in 2016 due to the net loss.

21


Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles requires the Company’s management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company’s significant accounting policies are included in noteNote 1 to the consolidated financial statements contained in this annual report on Form 10-K under Item 8, “Financial Statements and Supplementary Data.” These policies, along with the underlying assumptions and judgments made by the Company’s management in their application, have a significant impact on the Company’s consolidated financial statements. The Company identifies its most critical accounting policies as those that are the most pervasive and important to the portrayal of the Company’s financial position and results of operations, and that require the most difficult, subjective and/or complex judgments by management regarding estimates about matters that are inherently uncertain. The Company’s critical accounting policies are thosepolicy is related to goodwill valuation, and the valuation allowance for deferred income taxes.

Income Taxes—Valuation Allowances on Deferred Tax Assets

At December 31, 2017,2019, the Company had a total of approximately $3.8$0.5 million of deferred tax assets, netand approximately $2.1 million of deferred tax liabilities recorded on its consolidated balance sheet. The deferred tax assets, net, primarily consist of deferred compensation, loss carryforwards, and state taxes. The changes in deferred tax assets and liabilities from period to period are determined based upon the changes in differences between the basis of assets and liabilities for financial reporting purposes and the basis of assets and liabilities for tax purposes, as measured by the enacted tax rates when these differences are estimated to reverse. The Company has made certain assumptions regarding the timing of the reversal of these assets and liabilities, and whether taxable income in future periods will be sufficient to recognize all or a part of any gross deferred tax asset of the Company.

At December 31, 2017,2019, the Company had deferred tax assets recorded resulting from net operating losses in previous years totaling approximately $1.1$0.6 million. The Company has analyzed each jurisdiction’s tax position, including

25


forecasting potential taxable income in future periods and the expiration of the net operating loss carryforwards as applicable, and determined that it is unclear whether all of these deferred tax assets will be realized at any point in the future. Accordingly, at December 31, 2017,2019, the Company had offset a portion of these assets with a valuation allowance totaling approximately $1.0$0.3 million, resulting in a net deferred tax asset from net operating loss carryforwards of approximately $0.1$0.3 million.

The Company’s deferred tax assets and their potential realizability are evaluated each quarter to determine if any changes should be made to the valuation allowance. Any change in the valuation allowance in the future could result in a change in the Company’s ETR. A 1% change in the ETR in 20172019 would have increased or decreased net income by approximately $40,600,$63,000, or less than $0.01 per diluted share.

Other Estimates

The Company has also made a number of estimates and assumptions relating to the reporting of its assets and liabilities and the disclosure of contingent assets and liabilities to prepare the consolidated financial statements pursuant to the rules and regulations of the SEC, the FASB, and other regulatory authorities. Such estimates primarily relate to the valuation of stock options for recording equity-based compensation expense, allowances for doubtful accounts receivable, investment valuation, discount rates associated with pension plans, incurred but not reported healthcare claims, acquisition and related accounting, legal matters, and estimates of progress toward completion and direct profit or loss on contracts, as applicable. As future events and their effect on the Company's operating results cannot be determined with precision, actual results could differ from these estimates. Changes in the economic climates in which the Company operates may affect these estimates and will be reflected in the Company’s financial statements in the event they occur.

Financial Condition and Liquidity

Cash provided by (used in) operating activities was $8.5 million, $(0.3) million, and $9.2 million $2.4 million,in 2019, 2018, and $(3.5) million in 2017, 2016, and 2015, respectively. In 2017,2019, net income was $0.8$4.1 million, while other non-cash adjustments, primarily consisting of depreciation and amortization expense, equity-based compensation, deferred income taxes, and deferred compensation and non-taxable life insurance gain totaled $4.5$4.3 million. In 20162018 and 2015,2017, net income (loss) was $(34.6)$(2.8) million and $6.5$0.8 million, respectively, while the corresponding non-cash adjustments netted to $40.3$6.3 million and $4.6$4.5 million, respectively.

Accounts receivable balances increased $3.6 million in 2019 as compared with 2018, increased $8.7 million in 2018 as compared with 2017, and decreased $5.2 million in 2017 as compared with 2016, increased $0.7 million in 2016 as compared with 2015, and increased $6.0 million in 2015 as compared with 2014.2016. The decreaseincrease in the accounts receivable balance in 20172019 resulted from a decreasean increase in revenue of 7.3%6.6% in the 2017 period2019 fourth quarter as compared with the prior

22


period. The decrease in revenue is partially offset by a slight increase in2018 fourth quarter. In addition, the Company’s days sales outstanding (DSO). increased in 2019 as compared with 2018. DSO is calculated by dividing accounts receivable obtained from the consolidated balance sheet by average daily revenue for the fourth quarter of the respective year. DSO was 8685 days at December 31, 20172019 as compared with DSO at December 31, 20162018 of 8582 days. DSO was 8582 days at December 31, 20162018 as compared with DSO at December 31, 20152017 of 7686 days. The increase in DSO in 2016 as compared with 2015 was due to the timing of payments received from our largest client in relation to 2016 quarter-end, and a general lengthening of payment terms from the largest clients in our IT staffing and other business. The increase in DSO was offset by a reduction in year-over-year revenue in the 2016 fourth quarter of 8.0%. The increase in the accounts receivable balance in 2015 as compared with 2014 resulted from an increase in DSO to 76 days at December 31, 2015 from 66 days at December 31, 2014 as the Company removed itself from an advance pay program with its largest client in 2015 where invoices that had previously been paid in 15 days for a fee were now paid in 70 days. The increase in DSO was partially offset by a decrease in revenue in the 2015 fourth quarter of approximately 14.3% when compared with the 2014 fourth quarter.

The cash surrender value of life insurance policies decreased $1.0 million in 2019, increased $1.4 million in 2018, and increased $0.8 million in 2017, increased $0.6 million in 2016, and increased $0.7 million in 2015.2017. The increase or decrease in each of the years werewas due to normal appreciation of the existing cash surrender value thatof the Company has recordedoutstanding policies at each respective point in time, which totaled approximately $31.5 million at December 31,in turn was reduced by the benefits paid upon the death of former executives in 2018 and 2017. Accounts payable increased $3.9 million in 2019, increased less than $0.1 million in 2018, and increased $1.7 million in 2017, decreased $0.8 million in 2016, and decreased $0.6 million in 2015.2017. The increase in accounts payable2019 was primarily due to the growth in the size of the Company and the timing of payments made near year-end, while the increase in 2017 was primarily due to the timing of certain payments near year-end. The decreaseAccrued compensation increased $2.2 million in 2016 and 2015 was2019 primarily due to lower payables assignificant growth in the Company's business contracted,Company’s operations and higher incentives for 2019 to be paid early 2020, and increased $2.6 million in 2018 primarily due to significant growth in the timing of certain payments near year-end.Company’s operations and headcount. Accrued compensation decreased $1.3 million in 2017 primarilyas compared with 2016 due to a reduction in employee headcount. Accrued Compensation was essentially unchangedIncome taxes receivable increased by $0.2 million in 2016 as compared with 2015 as2019 due to refunds received from the U.S. bi-weekly payroll was paid on the last business day of the year consistent with 2015federal government and higher taxable income, and decreased $9.1by $0.5 million in 2015 primarily2018 due to refunds received from the timing of the U.S. bi-weekly payroll which was paid on the last business day of the year in 2015 and lower headcount.federal government. Income taxes receivable increased by $0.6 million in 2017 due to the timing of payments made in 2017. Income taxes receivable were essentially unchanged in 2016 due to the timing and amount of payments made in 2016, decreased $1.9 million in 2015 due to the timing of payments made in 2015.

Investing activities used $3.2$11.5 million, $2.6$12.6 million, and $2.0$3.2 million of cash in 2019, 2018, and 2017, 2016, and 2015, respectively, primarily due torespectively. In 2019, net cash paid for the acquisition of Tech-IT totaled $8.5 million, while in 2018, cash paid for the acquisition of Soft Company was $13.8 million. The Company also used cash for additions to property, equipment and capitalized software of $2.4 million in 2019, $2.2 million in 2018, and $2.5 million in 2017, $2.2 million in 2016, and $1.9 million in 2015.2017. The Company expects the amount to be spent in 20182020 on additions to property, equipment and capitalized software to decrease frombe similar to the amount spent in 2017.2019. The Company has no material commitments for future capital expenditures. The Company received approximately $1.8 million

As 26


of December 31, 2017, the Company was in the process of negotiatingproceeds from the sale of its corporate administrative building. The list price forbuilding in the property was $2.6 million andfirst quarter of 2018. As the carrying value of the building was approximately $1.6 million. In February 2018,million, the Company sold this buildingrecorded a gain of $0.1 million after applicable fees. The Company paid premiums totaling $0.6 million for $1.8life insurance in 2019. The Company received a total of $2.1 million of proceeds from life insurance policies on former executives in the 2018 first and fourth quarters, and paid premiums totaling $0.7 million for life insurance policies in the 2018 period. Insurance premiums paid in 2017 were $0.6 million. Net cash received from the Company's deferred compensation plans was $0.2 million in the 2018period.

Financing activities used $5.5provided (used) $1.8 million, $0.9$14.6 million, and $23.5$(5.5) million of cash in 2019, 2018, and 2017, 2016,respectively. Net cash received (paid) under the Company’s revolving credit agreement was $1.7 million in 2019 and 2015,$(0.8) in 2018. Payments made to taxing authorities that represent the value of shares withheld for taxes in employee equity-based compensation transactions totaled $0.2 million and $0.3 million in the 2019 and 2018 periods, respectively. Cash overdrafts relate to the amount of outstanding checks at a point in time, and netted to less than $0.1 million and $(0.5) million in the 2019 and 2018 periods, respectively. In 2018, the Company borrowed $29.3 million against the cash surrender value of its life insurance policies, primarily to return capital to shareholders through the “Dutch Auction” tender offer, fund the acquisition of Soft Company, and for general working capital purposes. The Company also used $14.9 million to purchase 1,767,000 shares for treasury under its buyback program in the 2018 period, including 1,530,990 shares purchased under the “Dutch Auction” tender offer in the 2018 second quarter. The Company also used $6.2 million to purchase 1.2 million shares for treasury under its buyback program in the 2017 period. As of December 31, 2019, $7.7 million was available under the Company's authorization to purchase shares in future periods. The Company recorded less than $0.1 million, $1.8 million, and $0.7 million $0.3 million,during 2019, 2018, and $3.0 million during 2017, 2016, and 2015, respectively, from the proceeds from stock option exercises and excess tax benefits from equity-based compensation transactions. These amounts wereexercises. The amount was lower in 2017 and 20162019 as compared with 20152018 and 2017 primarily due to a lower averageamount of outstanding stock priceoptions “in the money” in 2017 and 2016 which led to fewer stock option exercises, and lower tax benefits from equity-based compensation activity.2019.

The Company paidNo dividends totaling $2.9 million in 2016 and $3.6 million in 2015.  Dividendswere paid in 2016 were lower than previous years as the Company suspended the payment of its dividend in the 2016 fourth quarter. The Company did not declare2019, 2018, or pay dividends in 2017.

During the 2016 fourth quarter, the Company’s Board of Directors authorized the repurchase of up to $10.0 million of its stock over the next two years. This share repurchase authorization replaced the Company’s previous buyback program. During the 2017 fourth quarter, the Company’s Board of Directors approved a $10.0 million addition to the stock repurchase program to bring the authorization to $20.0 million in total. During 2017, 2016, and 2015, the Company used $6.2 million, $1.2 million, and $1.4 million, respectively, to purchase approximately 1.2 million, 0.3 million, and 0.2 million shares of its stock for treasury. Approximately $12.7 million, $8.8 million, and $0.5 million, respectively, remained authorized for future purchases under the Company’s share repurchase plans at December 31, 2017, 2016 and 2015, respectively. At December 31, 2017, 2016 and 2015, the Company also experienced changes in its cash account overdrafts, which are primarily due to the timing of payments near year-end, of $0.4 million, $(0.4) million, and $0.4 million, respectively.

During 2015, the Company paid off loans it had previously taken against its owned life insurance policies totaling $22.8 million. The Company chose to pay off these loans as it could obtain bank financing at a lower rate of interest. No such payments were made in 2017 or 2016.

23


In December 2017, the Company entered into a new creditCredit and security agreementSecurity Agreement (the “Credit and Security Agreement”) with its bank, which provides for a three-year revolving credit facility in an aggregate principal amount of $45.0 million, including a sublimit of $10.0 million for letters of credit and a $10.0 million sublimit for swing line loans. In connection with execution of the credit and security agreement, the Company concurrently repaid in full and terminated the credit agreement dated October 30, 2015.

The new agreementCredit and Security Agreement was amended in December 2019 and now expires in December 2020,2022. The Credit and Security Agreement has interest rates ranging from 150 to 200 basis points over LIBOR or the greater of (i) the prime rate, (ii) the federal fund effective rate plus 50 basis points, and (iii) adjusted LIBOR plus 100 basis points plus a spread ranging from 50 to 100 basis points based on the amounts outstanding under the Credit and Security Agreement. The Company can borrow under the agreementCredit and Security Agreement with either rate at its discretion. With the 2019 amendment, the Company also removed the receivables due to the Company from IBM as collateral to the arrangement. Concurrently, the Company entered into an agreement with a large international bank to advance the payment of the IBM receivables due to the Company in the event it chooses to do so. Currently, terms on the receivables from IBM range from 75-90 days from invoice date. Under this new arrangement, the Company could accelerate the payment of the receivables due from IBM to 15 days.

There was $4.4$5.3 million, $4.7$3.6 million, and $1.2$4.4 million outstanding under the Company’s lines of credit at December 31, 2017, 2016,2019, 2018, and 2015,2017, respectively. The Company borrows or repays its debt as needed based upon its working capital obligations, including the timing of the U.S. bi-weekly payroll.

The maximum amount outstanding under its credit agreements in 2019, 2018, and 2017 2016, and 2015 was $6.0$22.3 million, $4.7$12.8 million, and $10.0$6.0 million, respectively. The average amounts outstanding during 2019, 2018, and 2017 2016, and 2015 were $2.2$10.4 million, $1.9$4.1 million, and $8.1$2.2 million, respectively, and carried weighted-average interest rates of 3.0%2.8%, 2.9%3.4%, and 1.8%3.0%, respectively. Total commitment fees incurred in 2017, 2016,2019 and 20152018 totaled approximately $0.3 million each year, and approximately $0.1 million in each year,2017, while interest paid in 2017, 2016,2019 totaled $0.4 million, $0.2 million in 2018, and 2015 also totaled less than $0.1 million in each year.2017.

Under the new agreement,Credit and Security Agreement, the Company is required to meet certain financial covenants in order to maintain borrowings under its revolving credit line, pay dividends, and make acquisitions. The covenants are measured quarterly, and at December 31, 2017,2019, included a fixed charge coverage ratio, which must be less than 1.10 to 1.00, consolidated earnings before interest, taxes, depreciation, and amortization (EBITDA), adjusted for equity-based compensation and severance expense, must be no less than $5.0 million for the trailing twelve months, and capital expenditures for property, plant, equipment, and capitalized software must be no more than $5.0 million in any annual period. The fixed charge coverage ratio is only tested if availability on a measurement date is less than $5.625 million. Actual borrowings by CTG under the Credit and Security Agreement are subject to a borrowing base, which is a formula based on certain eligible receivables and reserves. Total availability as of December 31, 20172019 was approximately $28.9$12.9 million.  The Company was in compliance with these covenants at December 31, 20172019 as EBITDA, as defined above, was $6.8

27


$11.6 million and capital expenditures for property, equipment and capitalized software were $2.5$2.4 million in 2017.2019.  The Company was also in compliance with its covenants at December 31, 20162018 and December 31, 2015.2017.

Of the total cash and cash equivalents reported on the consolidated balance sheet at December 31, 20172019 of $11.2$10.8 million, approximately $10.5$10.2 million is held by the Company’s foreign operations and is considered to be indefinitely reinvested in those operations. The Company has not repatriated any of its cash and cash equivalents from its foreign operations in the past five years, and has no intention of doing so in the foreseeable future as the funds are generally required to meet the working capital needs of its foreign operations.

At December 31, 2017,2019, the Company believes existing internally available funds, cash potentially generated from future operations, and funds potentially available under the Company's revolving line of credit (subject to collateral limits) totaling $40.3 million, and funds available to be borrowed against the cash surrender value of our life insurance policies of approximately $28.9$39.5 million, will be sufficient to meet foreseeable working capital and capital expenditure needs, fund stock repurchases, pay a dividend (if any), fund acquisitions, and allow for future internal growth and expansion.

Off-Balance Sheet Arrangements

The Company did not have off-balance sheet arrangements or transactions in 2019, 2018, and 2017 2016 or 2015 other than guarantees in our European operations which support office leases and performance under government contracts. These guarantees totaled approximately $1.1$3.0 million at December 31, 2017.2019. Also, the Company has purchase obligations in 2020, 2021, and 2022 for certain software, recruiting and other services totaling $1.8 million.

Quantitative and Qualitative Disclosures about Market Risk

The Company’s primary market risk exposure consists of foreign currency exchange risk associated with the Company’s European operations. See Item 7A, “Quantitative and Qualitative Disclosure about Market Risk” in this report.

Recently Issued Accounting Standards

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers (Topic 606)," ("ASU 2014-09"). ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes

24


most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. The pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is only permitted in years beginning after December 31, 2016. The Company will apply the new standard using the cumulative effect method and will apply the requirements of the new standard to only projects that are open as of January 1, 2018.

The Company currently records approximately 97% of its annual revenue on a time-and-materials and progress billing basis, with the remaining 3% recorded under a proportional method of accounting using an inputs based methodology for fixed price projects.  For the 97% of the Company’s revenue recorded under the time-and-material method of accounting, excluding the principal and agent considerations described below, the new standard will not change the timing or the amount of revenue that is recorded. The Company has also evaluated the revenue recorded under its fixed price projects to determine if the manner or timing of revenue recognition would change for existing projects. The impact of adopting this new accounting guidance will have an immaterial impact on the timing and amount of revenue recorded under its fixed price projects.

When more than one party is involved in providing goods or services to a customer, the standard requires an entity to determine whether it is a principal or an agent in these transactions by evaluating the nature of its promise to the customer. The fundamental premise of the principal and agent determination is the concept of control. The Company had recorded approximately 3% of its consolidated revenue on a net basis during 2017 under current accounting rules. Under the new standard, the Company will report gross revenue and expense for a significant portion of this revenue beginning January 1, 2018.

In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classifications of Deferred Taxes,” which amended accounting guidance related to the presentation of deferred tax liabilities and assets. The amended guidance requires that all deferred tax liabilities and assets be classified as noncurrent on the balance sheet. This guidance was effective for reporting periods beginning after December 15, 2016. Upon adoption of this guidance in the 2017 first quarter, the Company reclassified approximately $0.9 million as of both March 31, 2017 and December 31, 2016 from current to non-current assets.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight linestraight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. Topic 842 supersedes the previous leases standard, ASC 840, Leases. This guidance is effective for reporting periods beginning after December 15, 2018; however, early adoption is permitted. Entities are required to use a2018. January 1, 2019, the Company adopted the new lease standard using the modified retrospective transition approach for leases that exist or are entered into afterand elected the beginningtransition method to apply the new lease standard as of the earliest comparativeJanuary 1, 2019 adoption date. Results for the reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts are not adjusted and continue to be reported in accordance with accounting under Topic 840. In addition, the Company elected the package of practical expedients, which permits the Company not to reassess under the new standard prior conclusions about lease identification, lease classification, and initial direct costs. The Company has also elected the practical expedient to separate lease and non-lease components for its office leases and has elected to group lease and non-lease components for its vehicle leases. Upon adoption of Topic 842 on January 1, 2019, the Company recorded approximately $13.1 million of operating lease right-of-use assets and lease liabilities. The adoption of Topic 842 did not have a significant impact on the Company’s consolidated statements of income, comprehensive income (loss), or its consolidated statements of cash flows. The new lease standard does not affect the Company’s compliance with financial covenants associated with its Credit and Security Agreement.

In January 2018, the FASB issued ASU 2018-02, “Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (AOCI)”, which gives entities the option to reclassify to retained earnings the tax effects resulting from the Act related to items in AOCI that the FASB refers to as having been stranded in AOCI. The guidance required new disclosures regarding a company’s accounting policy for releasing the tax effects in AOCI and permit the company the option to reclassify to retained earnings the tax effects resulting from the Act that are stranded in AOCI. The Company reclassified approximately $0.3 million to retained earnings due to the adoption of ASU 2018-02 in the financial statements. The Company is currently evaluating the impact that ASU 2016-02 will have on its consolidated financial statements.2018 fourth quarter.

In MarchJune 2016, the FASB issued ASU 2016-09, “Improvements2016-13, “Measurement of Credit Losses on Financial Instruments”, which requires the immediate recognition of estimated credit losses expected to Employee Share-Based Payment Accounting,” which amended accounting guidance relatedoccur over the remaining life of many financial assets, including trade receivables. The allowance for credit losses will be the difference between the amortized

28


cost balance of a financial asset and the amount of amortized cost expected to seven aspectsbe collected over the remaining contractual life. When determining the allowance, expected credit losses over the contractual term of the accounting for share-based payments award transactions.financial assets will be estimated considering relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount.  Subsequent changes in the allowance will be recorded through the income statement as an expense adjustment. This guidance wasis effective for reporting periods beginning after December 15, 2016. During2019; however, early adoption is permitted. The Company will adopt the new credit loss standard on January 1, 2020. The Company evaluated the impact of this standard on its consolidated financial statements and it does not expect the impact to be material upon adoption.

In January 2017, the FASB issued ASU 2017-04,”Simplifying the Test for Goodwill Impairment,” which simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. This guidance is effective for reporting periods beginning after December 15, 2019; however, early adoption is permitted. The Company recorded approximately $0.3 millionwill adopt the new standard on January 1, 2020 for the year ending December 31, 2020 on a prospective basis. The Company does not expect a significant impact from the adoption of additional tax expensethis standard.  

In August 2018, the FASB issued ASU 2018-15, “Customer’s Accounting for tax shortfalls that would previously have been recorded to capitalImplementation Costs Incurred in excessa Cloud Computing Arrangement That Is a Service Contract”, which helps entities evaluate the accounting for fees paid in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. This guidance is effective for fiscal years beginning after December 15, 2019; however, early adoption is permitted. The Company will adopt the new standard on a prospective basis on January 1, 2020 and does not expect a significant impact on its operations from the adoption of par value. We have adopted this guidance prospectively and prior periods have not been adjusted.standard.

Additionally, the Company recorded $0.3 million, $0.4 million, and $0.6 million in 2017, 2016, and 2015, respectively, for taxes remitted for shares withheld from equity-based compensation transactions on the consolidated statements of cash flows in the “cash flow from financing activities” section.

25


Contractual Obligations

The Company intends to satisfy its contractual obligations from operating cash flows, and, if necessary, from draws on its demand credit line. A summary of the Company’s contractual obligations at December 31, 20172019 is as follows:

 

 

 

 

Payments Due by Period

 

 

 

 

Payments Due by Period

 

(in millions)

 

 

 

Total

 

 

Less

than

1 year

 

 

Years

2-3

 

 

Years

4-5

 

 

More

than

5 years

 

 

 

 

Total

 

 

Less

than

1 year

 

 

Years

2-3

 

 

Years

4-5

 

 

More

than

5 years

 

Long-term debt

 

A

 

$

4.4

 

 

$

 

 

$

4.4

 

 

$

 

 

$

 

 

A

 

$

5.3

 

 

$

 

 

$

5.3

 

 

$

 

 

$

 

Operating lease obligations

 

B

 

 

11.3

 

 

 

4.6

 

 

 

4.5

 

 

 

1.8

 

 

 

0.4

 

 

B

 

 

22.5

 

 

 

6.0

 

 

 

8.0

 

 

 

3.7

 

 

 

4.8

 

Purchase obligations

 

C

 

 

3.2

 

 

 

2.3

 

 

 

0.9

 

 

 

 

 

 

 

 

C

 

 

1.8

 

 

 

1.7

 

 

 

0.1

 

 

 

 

 

 

 

Deferred compensation benefits (U.S.)

 

D

 

 

5.5

 

 

 

0.7

 

 

 

1.3

 

 

 

1.2

 

 

 

2.3

 

 

D

 

 

4.4

 

 

 

0.6

 

 

 

1.0

 

 

 

1.0

 

 

 

1.8

 

Deferred compensation benefits (Netherlands)

 

E

 

 

3.2

 

 

 

0.2

 

 

 

0.5

 

 

 

0.6

 

 

 

1.9

 

 

E

 

 

3.2

 

 

 

0.2

 

 

 

0.5

 

 

 

0.6

 

 

 

1.9

 

Deferred compensation benefits (Belgium)

 

F

 

 

1.6

 

 

 

 

 

 

 

 

 

0.4

 

 

 

1.2

 

 

F

 

 

1.9

 

 

 

 

 

 

0.3

 

 

 

0.2

 

 

 

1.4

 

Deferred compensation benefits (France)

 

G

 

 

0.1

 

 

 

 

 

 

 

 

 

 

 

 

0.1

 

Other long-term liabilities

 

G

 

 

0.2

 

 

 

0.1

 

 

 

0.1

 

 

 

 

 

 

 

 

H

 

 

0.1

 

 

 

 

 

 

0.1

 

 

 

 

 

 

 

Contingent consideration (Soft Company)

 

I

 

 

0.8

 

 

 

0.8

 

 

 

 

 

 

 

 

 

 

Contingent consideration (Tech-IT)

 

J

 

 

0.7

 

 

 

0.4

 

 

 

0.3

 

 

 

 

 

 

 

Total

 

 

 

$

29.4

 

 

$

7.9

 

 

$

11.7

 

 

$

4.0

 

 

$

5.8

 

 

 

 

$

40.8

 

 

$

9.7

 

 

$

15.6

 

 

$

5.5

 

 

$

10.0

 

 

A

On December 21, 2017, the Company entered into a creditthe Credit and security agreement (LOC)Security Agreement which provides for a three-year revolving credit facility in an aggregate principal amount of $45.0 million, including a sublimit of $10.0 millionmillion. The agreement was amended on December 23, 2019 for letters of creditthree years and a $10.0 million sublimit for swing line loans.now expires in December 2022. The Company uses this LOCCredit and Security Agreement to fund its working capital obligations as needed, primarily funding the U.S. bi-weekly payroll. A total of $4.4$5.3 million in borrowings was outstanding under the Credit and Security Agreement as of December 31, 2017.2019.

B

Operating lease obligations relate to the rental of office space, office equipment, and automobiles leased inby the Company’s European operations.Company. Total rental expense under operating leases in 2017, 20162019, 2018, and 20152017 was approximately $5.9$6.8 million, $5.7$6.6 million, and $6.1$5.9 million, respectively.

C

The Company’s purchase obligations in 2017, 20182020, 2021 and 20192022 total approximately $3.2$1.8 million, including $1.5$0.4 million for software maintenance, support and related fees, $0.3$0.4 million for telecommunications, $0.8$0.5 million for recruiting services, $0.4$0.3 million for professional organization memberships, and $0.2 million for computer-based training courses.

D

The Company is committed for deferred compensation benefits in the U.S. under two plans. The Executive Supplemental Benefit Plan (ESBP) provides certain former key executives with deferred compensation benefits. The

29


ESBP was amended as of November 30, 1994 to freeze benefits for participants at that time. At December 31, 2017,2019, 15 individuals arewere receiving benefits under this plan. The ESBP is deemed to be unfunded as the Company has not specifically identified Company assets to be used to discharge the deferred compensation benefit liabilities.

E

The Company retained a contributory defined-benefit plan for its previous employees located in the Netherlands when the Company disposed of its subsidiary, CTG Nederland B.V. This plan was curtailed on January 1, 2003 for additional contributions. The Company does not anticipate making additional contributions to fund the plan in future years.

F

The Company maintains a fully funded pension plan for its CTG Belgium and CTG Health Solutions (Belgium) employees. The Company will continue to make additional contributions to fund the plan as needed in future years.

G

As a result of the acquisition of Soft Company on February 15, 2018, the Company maintains an unfunded pension plan related to the current Soft Company employees (FDBP). The Company will make payments as needed in the future.

H

The Company has other long-term liabilities including payments for a postretirement benefit plan for several retired employees and their spouses, totaling fewer than 10 participants.

I

The Company has a contingent consideration liability related to an earn-out provision of which a portion will be payable in each period subject to the achievement by Soft Company of certain revenue and EBIT targets for fiscal 2018 and 2019. The Company paid approximately $1.2 million in 2019 for the achievement of these targets for fiscal year 2018 and expects to pay $0.8 in 2020 for the achievement of these targets for fiscal year 2019.

J

The Company has a contingent consideration liability related to an earn-out provision of which a portion will be payable in each period subject to the achievement by Tech-IT of certain direct profit targets for fiscal years 2019 and 2020. The Company expects to pay $0.4 million related to the achievement of these targets for fiscal year 2019 and $0.3 million related to fiscal year 2020.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

The Company’s primary market risk exposure consists of foreign currency exchange risk associated with the Company’s European operations.

During 2017,2019, revenue was affectedimpacted by the year-over-year foreign currency exchange rate changes of Belgium, Luxembourg, France, and the United Kingdom, the countries in which the Company’s European subsidiaries operate. In Belgium, Luxembourg, and Luxembourg,France, the functional currency is the Euro, while in the United Kingdom the functional currency is the British Pound. Had there been no change in these exchange rates from 20162018 to 2017,2019, total European revenue would have been approximately $1.4$8.4 million lowerhigher in 2017,2019, or $79.7$160.3 million as compared with the $81.1$152.0 million reported. Operating income in the Company’s European operations would not have been significantly impacted by the$0.3 million higher if there had been no change in foreign currency exchange rates year-over-year.

26


The Company has historically not used any market rate sensitive instruments to hedge its foreign currency exchange risk as it conducts its foreign operations in local currencies, which generally limits risk. The Company believes the market risk related to intercompany balances in future periods will not have a material effect on its results of operations.

 

2730


Item 8.

Financial StatementsStatements and Supplementary Data

Report of Independent Registered Public Accounting Firm

 

To the Shareholders and Board of Directors and Shareholders
Computer Task Group, Incorporated:Incorporated

Opinion on the Consolidated Financial Statementsfinancial statements

We have audited the accompanying consolidated balance sheetssheet of Computer Task Group, Incorporated (a New York corporation) and subsidiaries (the “Company”) as of December 31, 2017 and 2016,2019, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows and shareholders’ equity for each of the years in the three‑year period ended December 31, 2017,2019, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “consolidated financial“financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016,2019, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2017,2019, in conformity with U.S.accounting principles generally accepted accounting principles.in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2017,2019, based on criteria established in the 2013 Internal Control – Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 14, 201813, 2020 expressed an unqualified opinion.

Change in accounting principle

As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases in 2019 due to the adoption of ASU No. 2016-02, Leases (Topic 842).

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the effectivenessCompany’s financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ GRANT THORNTON LLP

We have served as the Company’s internal control overauditor since 2019.

Cleveland, Ohio

March 13, 2020

31


Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors
Computer Task Group, Incorporated:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Computer Task Group, Incorporated and subsidiaries (the Company) as of December 31, 2018, the related consolidated statements of operations, comprehensive income (loss), cash flows, and shareholders’ equity for each of the years in the two‑year period ended December 31, 2018, and the related notes and financial reporting.statement schedule (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018, and the results of its operations and its cash flows for each of the years in the two‑year period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOBPublic Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ KPMG LLP

 

We have served as the Company’s auditor since 2003.from 2003 to 2019.

 

Buffalo,, New York


March 14, 201815, 2019

 

28

32


Consolidated StatementsStatements of Operations

 

Year Ended December 31,

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

(amounts in thousands, except per-share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

301,210

 

 

$

324,893

 

 

$

369,478

 

 

$

394,170

 

 

$

358,769

 

 

$

301,210

 

Direct costs

 

 

245,127

 

 

 

265,711

 

 

 

302,318

 

 

 

319,135

 

 

 

290,282

 

 

 

245,234

 

Selling, general and administrative expenses

 

 

52,139

 

 

 

55,200

 

 

 

56,523

 

 

 

68,123

 

 

 

66,407

 

 

 

51,808

 

Goodwill impairment charges

 

 

 

 

 

37,329

 

 

 

 

Operating income (loss)

 

 

3,944

 

 

 

(33,347

)

 

 

10,637

 

Operating income

 

 

6,912

 

 

 

2,080

 

 

 

4,168

 

Interest and other income

 

 

88

 

 

 

188

 

 

 

79

 

 

 

311

 

 

 

223

 

 

 

88

 

Non-taxable life insurance gain

 

 

390

 

 

 

 

 

 

246

 

 

 

 

 

 

807

 

 

 

390

 

Interest and other expense

 

 

365

 

 

 

377

 

 

 

233

 

 

 

934

 

 

 

841

 

 

 

589

 

Income (loss) before income taxes

 

 

4,057

 

 

 

(33,536

)

 

 

10,729

 

Income before income taxes

 

 

6,289

 

 

 

2,269

 

 

 

4,057

 

Provision for income taxes

 

 

3,251

 

 

 

1,102

 

 

 

4,219

 

 

 

2,164

 

 

 

5,086

 

 

 

3,251

 

Net income (loss)

 

$

806

 

 

$

(34,638

)

 

$

6,510

 

 

$

4,125

 

 

$

(2,817

)

 

$

806

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.05

 

 

$

(2.22

)

 

$

0.42

 

 

$

0.31

 

 

$

(0.20

)

 

$

0.05

 

Diluted

 

$

0.05

 

 

$

(2.22

)

 

$

0.41

 

 

$

0.29

 

 

$

(0.20

)

 

$

0.05

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

15,055

 

 

 

15,593

 

 

 

15,479

 

 

 

13,450

 

 

 

13,805

 

 

 

15,055

 

Diluted

 

 

15,324

 

 

 

15,593

 

 

 

15,920

 

 

 

13,997

 

 

 

13,805

 

 

 

15,324

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividend per common share

 

$

 

 

$

0.18

 

 

$

0.24

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

2933


Consolidated Statements of Comprehensive Income (Loss)

 

Year Ended December 31,

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

(amounts in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (loss)

 

$

806

 

 

$

(34,638

)

 

$

6,510

 

Net income (loss)

 

$

4,125

 

 

$

(2,817

)

 

$

806

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency adjustment

 

 

2,481

 

 

 

(758

)

 

 

(1,875

)

Change in pension loss, net of taxes of $308, $71, and $327, in

2017, 2016 and 2015, respectively

 

 

606

 

 

 

(1,365

)

 

 

2,828

 

Foreign currency translation adjustment, net of taxes

 

 

(1,084

)

 

 

(2,059

)

 

 

2,481

 

Implementation of accounting standards

 

 

 

 

 

(263

)

 

 

 

Change in pension loss, net of taxes of $265, $0, and $308, in

2019, 2018 and 2017, respectively

 

 

(2,847

)

 

 

1,387

 

 

 

606

 

Other comprehensive income (loss)

 

 

3,087

 

 

 

(2,123

)

 

 

953

 

 

 

(3,931

)

 

 

(935

)

 

 

3,087

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income (loss)

 

$

3,893

 

 

$

(36,761

)

 

$

7,463

 

 

$

194

 

 

$

(3,752

)

 

$

3,893

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

3034


Consolidated BalanceBalance Sheets

 

December 31,

 

2017

 

 

2016

 

 

2019

 

 

2018

 

(amounts in thousands, except share balances)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

11,170

 

 

$

9,407

 

 

$

10,781

 

 

$

12,431

 

Accounts receivable, net of allowances of $133 and $469 in 2017 and 2016, respectively

 

 

68,920

 

 

 

71,355

 

Accounts receivable, net of allowances of $84 and $104 in 2019 and 2018, respectively

 

 

88,772

 

 

 

81,313

 

Prepaid and other current assets

 

 

2,370

 

 

 

2,010

 

 

 

2,064

 

 

 

1,925

 

Income taxes receivable

 

 

1,068

 

 

 

 

 

 

231

 

 

 

349

 

Total current assets

 

 

83,528

 

 

 

82,772

 

 

 

101,848

 

 

 

96,018

 

Property, equipment and capitalized software, net

 

 

6,996

 

 

 

5,863

 

 

 

6,379

 

 

 

5,656

 

Operating lease right-of-use assets

 

 

21,253

 

 

 

 

Deferred income taxes

 

 

3,861

 

 

 

6,886

 

 

 

453

 

 

 

767

 

Acquired intangibles, net

 

 

8,439

 

 

 

5,936

 

Goodwill

 

 

16,681

 

 

 

11,664

 

Cash surrender value of life insurance

 

 

31,547

 

 

 

30,143

 

 

 

3,133

 

 

 

3,476

 

Other assets

 

 

1,302

 

 

 

881

 

 

 

328

 

 

 

412

 

Investments

 

 

401

 

 

 

370

 

 

 

192

 

 

 

192

 

Total assets

 

$

127,635

 

 

$

126,915

 

 

$

158,706

 

 

$

124,121

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

9,425

 

 

$

6,973

 

 

$

18,612

 

 

$

12,387

 

Accrued compensation

 

 

17,065

 

 

 

17,365

 

 

 

23,538

 

 

 

21,434

 

Advance billings on contracts

 

 

1,918

 

 

 

935

 

 

 

1,704

 

 

 

2,875

 

Short-term operating lease liabilities

 

 

5,904

 

 

 

 

Other current liabilities

 

 

4,328

 

 

 

4,610

 

 

 

7,096

 

 

 

7,467

 

Income taxes payable

 

 

 

 

 

28

 

Total current liabilities

 

 

32,736

 

 

 

29,911

 

 

 

56,854

 

 

 

44,163

 

Long-term debt

 

 

4,435

 

 

 

4,725

 

 

 

5,290

 

 

 

3,640

 

Deferred compensation benefits

 

 

11,647

 

 

 

12,993

 

 

 

12,346

 

 

 

9,906

 

Long-term operating lease liabilities

 

 

15,349

 

 

 

 

Deferred income taxes

 

 

2,101

 

 

 

1,632

 

Other long-term liabilities

 

 

193

 

 

 

467

 

 

 

530

 

 

 

552

 

Total liabilities

 

 

49,011

 

 

 

48,096

 

 

 

92,470

 

 

 

59,893

 

Shareholders’ Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock, par value $0.01 per share, 150,000,000 shares authorized;

27,017,824 shares issued in both periods

 

 

270

 

 

 

270

 

 

 

270

 

 

 

270

 

Capital in excess of par value

 

 

120,247

 

 

 

123,947

 

 

 

112,096

 

 

 

116,427

 

Retained earnings

 

 

85,029

 

 

 

84,223

 

 

 

86,673

 

 

 

82,548

 

Less: Treasury stock of 11,754,147 and 11,077,779 shares at cost, in 2017 and 2016, respectively

 

 

(113,246

)

 

 

(112,858

)

Less: Treasury stock of 12,311,010 and 12,745,888 shares at cost, in 2019 and 2018, respectively

 

 

(114,261

)

 

 

(120,406

)

Accumulated other comprehensive loss

 

 

(13,676

)

 

 

(16,763

)

 

 

(18,542

)

 

 

(14,611

)

Total shareholders’ equity

 

 

78,624

 

 

 

78,819

 

 

 

66,236

 

 

 

64,228

 

Total liabilities and shareholders’ equity

 

$

127,635

 

 

$

126,915

 

 

$

158,706

 

 

$

124,121

 

 

 

 

 

 

 

 

 

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

 

 

3135


Consolidated StatementsStatements of Cash Flows

 

Year Ended December 31,

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

(amounts in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

806

 

 

$

(34,638

)

 

$

6,510

 

 

$

4,125

 

 

$

(2,817

)

 

$

806

 

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

 

1,578

 

 

 

1,647

 

 

 

1,962

 

 

 

3,268

 

 

 

2,537

 

 

 

1,578

 

Equity-based compensation expense

 

 

1,059

 

 

 

1,626

 

 

 

1,317

 

 

 

1,748

 

 

 

2,353

 

 

 

1,059

 

Deferred income taxes

 

 

2,437

 

 

 

(583

)

 

 

425

 

 

 

(294

)

 

 

3,070

 

 

 

2,437

 

Deferred compensation

 

 

(162

)

 

 

270

 

 

 

(10

)

Goodwill impairment

 

 

 

 

 

37,329

 

 

 

 

Write-off of capitalized software

 

 

 

 

 

 

 

 

1,186

 

Deferred compensation benefits

 

 

(427

)

 

 

(729

)

 

 

(162

)

Gain on the sale of property and equipment

 

 

 

 

 

(108

)

 

 

 

Non-taxable life insurance gain

 

 

(390

)

 

 

 

 

 

(246

)

 

 

 

 

 

(807

)

 

 

(390

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

(Increase) decrease in accounts receivable

 

 

5,202

 

 

 

(729

)

 

 

(5,951

)

(Increase) decrease in prepaid and other current assets

 

 

85

 

 

 

(520

)

 

 

269

 

(Increase) decrease in other long-term assets

 

 

(421

)

 

 

(242

)

 

 

529

 

(Increase) in cash surrender value of life insurance

 

 

(772

)

 

 

(567

)

 

 

(713

)

Increase (decrease) in accounts payable

 

 

1,651

 

 

 

(763

)

 

 

(603

)

Increase (decrease) in accrued compensation

 

 

(1,336

)

 

 

132

 

 

 

(9,104

)

Increase (decrease) in income taxes payable / receivable

 

 

(592

)

 

 

(242

)

 

 

1,894

 

Increase (decrease) in advance billings on contracts

 

 

808

 

 

 

29

 

 

 

(421

)

Decrease in other current liabilities

 

 

(447

)

 

 

(354

)

 

 

(650

)

Increase (decrease) in other long-term liabilities

 

 

(276

)

 

 

40

 

 

 

137

 

Net cash provided by (used) in operating activities

 

 

9,230

 

 

 

2,435

 

 

 

(3,469

)

Changes in assets and liabilities that provide (use) cash, excluding the effects of acquisitions:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(3,627

)

 

 

(8,724

)

 

 

5,202

 

Prepaid and other current assets

 

 

952

 

 

 

174

 

 

 

85

 

Other long-term assets

 

 

84

 

 

 

847

 

 

 

(421

)

Cash surrender value of life insurance

 

 

961

 

 

 

(1,406

)

 

 

(772

)

Accounts payable

 

 

3,864

 

 

 

30

 

 

 

1,651

 

Accrued compensation

 

 

2,203

 

 

 

2,580

 

 

 

(1,336

)

Income taxes payable / receivable

 

 

(186

)

 

 

497

 

 

 

(592

)

Advance billings on contracts

 

 

(2,830

)

 

 

210

 

 

 

808

 

Other current liabilities

 

 

(1,061

)

 

 

2,508

 

 

 

(447

)

Other long-term liabilities

 

 

(250

)

 

 

(518

)

 

 

(276

)

Net cash provided by (used in) operating activities

 

 

8,530

 

 

 

(303

)

 

 

9,230

 

Cash flow from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for acquisitions, net of cash received

 

 

(8,461

)

 

 

(13,782

)

 

 

 

Additions to property and equipment

 

 

(1,557

)

 

 

(1,665

)

 

 

(1,260

)

 

 

(1,773

)

 

 

(2,011

)

 

 

(1,557

)

Additions to capitalized software

 

 

(952

)

 

 

(522

)

 

 

(641

)

 

 

(669

)

 

 

(234

)

 

 

(952

)

Proceeds from the sale of property and equipment

 

 

 

 

 

1,724

 

 

 

 

Premiums paid for life insurance

 

 

(632

)

 

 

(690

)

 

 

(653

)

 

 

(618

)

 

 

(702

)

 

 

(632

)

Life insurance proceeds

 

 

 

 

 

394

 

 

 

 

 

 

 

 

 

2,151

 

 

 

 

Deferred compensation plan investments, net

 

 

(45

)

 

 

(110

)

 

 

534

 

 

 

 

 

 

209

 

 

 

(45

)

Net cash used in investing activities

 

 

(3,186

)

 

 

(2,593

)

 

 

(2,020

)

 

 

(11,521

)

 

 

(12,645

)

 

 

(3,186

)

Cash flow from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from long-term debt

 

 

60,620

 

 

 

47,065

 

 

 

19,585

 

 

 

170,920

 

 

 

134,386

 

 

 

60,620

 

Payments on long-term debt

 

 

(60,910

)

 

 

(43,565

)

 

 

(18,360

)

 

 

(169,270

)

 

 

(135,181

)

 

 

(60,910

)

Proceeds from stock option plan exercises

 

 

735

 

 

 

262

 

 

 

2,598

 

 

 

91

 

 

 

1,848

 

 

 

735

 

Excess tax benefits from equity-based compensation

 

 

 

 

 

22

 

 

 

380

 

Proceeds from life insurance loans

 

 

 

 

 

29,268

 

 

 

 

Taxes remitted for shares withheld from equity-based compensation transactions

 

 

(328

)

 

 

(380

)

 

 

(563

)

 

 

(172

)

 

 

(329

)

 

 

(328

)

Proceeds from Employee Stock Purchase Plan

 

 

155

 

 

 

215

 

 

 

276

 

 

 

147

 

 

 

93

 

 

 

155

 

Change in cash overdraft, net

 

 

397

 

 

 

(362

)

 

 

411

 

 

 

78

 

 

 

(528

)

 

 

397

 

Dividends paid

 

 

 

 

 

(2,890

)

 

 

(3,624

)

Payments against loans on life insurance policies

 

 

 

 

 

 

 

 

(22,827

)

Purchase of stock for treasury

 

 

(6,159

)

 

 

(1,244

)

 

 

(1,406

)

 

 

 

 

 

(14,945

)

 

 

(6,159

)

Net cash used in financing activities

 

 

(5,490

)

 

 

(877

)

 

 

(23,530

)

Net cash provided by (used in) financing activities

 

 

1,794

 

 

 

14,612

 

 

 

(5,490

)

Effect of exchange rates on cash and cash equivalents

 

 

1,209

 

 

 

(359

)

 

 

(1,042

)

 

 

(453

)

 

 

(403

)

 

 

1,209

 

Net increase (decrease) in cash and cash equivalents

 

 

1,763

 

 

 

(1,394

)

 

 

(30,061

)

 

 

(1,650

)

 

 

1,261

 

 

 

1,763

 

Cash and cash equivalents at beginning of year

 

 

9,407

 

 

 

10,801

 

 

 

40,862

 

 

 

12,431

 

 

 

11,170

 

 

 

9,407

 

Cash and cash equivalents at end of year

 

$

11,170

 

 

$

9,407

 

 

$

10,801

 

 

$

10,781

 

 

$

12,431

 

 

$

11,170

 

 

 

 

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

3236


Consolidated Statements of Shareholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

Total

 

 

 

 

 

 

 

 

 

 

Capital in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

Total

 

 

Common Stock

 

 

Excess of

 

 

Retained

 

 

Treasury Stock

 

 

Stock Trusts

 

 

Comprehensive

 

 

Shareholders’

 

 

Common Stock

 

 

Excess of

 

 

Retained

 

 

Treasury Stock

 

 

Comprehensive

 

 

Shareholders’

 

 

Shares

 

 

Amount

 

 

Par Value

 

 

Earnings

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Income (loss)

 

 

Equity

 

 

Shares

 

 

Amount

 

 

Par Value

 

 

Earnings

 

 

Shares

 

 

Amount

 

 

Income (loss)

 

 

Equity

 

(amounts in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances as of December 31, 2014

 

 

27,018

 

 

 

270

 

 

 

125,884

 

 

 

118,999

 

 

 

8,486

 

 

 

(63,511

)

 

 

3,363

 

 

 

(55,083

)

 

 

(15,593

)

 

 

110,966

 

Balances as of December 31, 2016

 

 

27,018

 

 

$

270

 

 

$

123,947

 

 

$

84,223

 

 

 

11,078

 

 

$

(112,858

)

 

$

(16,763

)

 

$

78,819

 

Employee Stock Purchase Plan share

issuance

 

 

 

 

 

 

 

 

(5

)

 

 

 

 

 

(37

)

 

 

281

 

 

 

 

 

 

 

 

 

 

 

 

276

 

 

 

 

 

 

 

 

 

(133

)

 

 

 

 

 

(29

)

 

 

288

 

 

 

 

 

 

155

 

Stock Option Plan share issuance, net

 

 

 

 

 

 

 

 

(1,736

)

 

 

 

 

 

(551

)

 

 

4,141

 

 

 

 

 

 

 

 

 

 

 

 

2,405

 

 

 

 

 

 

 

 

 

(1,346

)

 

 

 

 

 

(195

)

 

 

2,080

 

 

 

 

 

 

734

 

Excess tax benefits from equity-based

compensation

 

 

 

 

 

 

 

 

380

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

380

 

Restricted stock plan share

issuance/forfeiture

 

 

 

 

 

 

 

 

(632

)

 

 

 

 

 

10

 

 

 

(352

)

 

 

(98

)

 

 

421

 

 

 

 

 

 

(563

)

 

 

 

 

 

 

 

 

(2,870

)

 

 

 

 

 

(182

)

 

 

2,543

 

 

 

 

 

 

(327

)

Deferred compensation plan share

issuance

 

 

 

 

 

 

 

 

18

 

 

 

 

 

 

(76

)

 

 

572

 

 

 

 

 

 

 

 

 

 

 

 

590

 

 

 

 

 

 

 

 

 

(410

)

 

 

 

 

 

(87

)

 

 

860

 

 

 

 

 

 

450

 

Purchase of stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

182

 

 

 

(1,406

)

 

 

 

 

 

 

 

 

 

 

 

(1,406

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,169

 

 

 

(6,159

)

 

 

 

 

 

(6,159

)

Equity-based compensation

 

 

 

 

 

 

 

 

1,317

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,317

 

 

 

 

 

 

 

 

 

1,059

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,059

 

Net income

 

 

 

 

 

 

 

 

 

 

 

6,510

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,510

 

 

 

 

 

 

 

 

 

 

 

 

806

 

 

 

 

 

 

 

 

 

 

 

 

806

 

Dividends declared

 

 

 

 

 

 

 

 

 

 

 

(3,711

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,711

)

Foreign currency adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,875

)

 

 

(1,875

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,481

 

 

 

2,481

 

Pension loss adjustment, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,828

 

 

 

2,828

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

606

 

 

 

606

 

Balances as of December 31, 2015

 

 

27,018

 

 

 

270

 

 

 

125,226

 

 

 

121,798

 

 

 

8,014

 

 

 

(60,275

)

 

 

3,265

 

 

 

(54,662

)

 

 

(14,640

)

 

 

117,717

 

Balances as of December 31, 2017

 

 

27,018

 

 

$

270

 

 

$

120,247

 

 

$

85,029

 

 

 

11,754

 

 

$

(113,246

)

 

$

(13,676

)

 

$

78,624

 

Implementation of Accounting Standards

 

 

 

 

 

 

 

 

 

 

 

336

 

 

 

 

 

 

 

 

 

(263

)

 

 

73

 

Employee Stock Purchase Plan share

issuance

 

 

 

 

 

 

 

 

(211

)

 

 

 

 

 

(44

)

 

 

426

 

 

 

 

 

 

 

 

 

 

 

 

215

 

 

 

 

 

 

 

 

 

(109

)

 

 

 

 

 

(21

)

 

 

202

 

 

 

 

 

 

93

 

Stock Option Plan share issuance, net

 

 

 

 

 

 

 

 

(820

)

 

 

 

 

 

(95

)

 

 

1,082

 

 

 

 

 

 

 

 

 

 

 

 

262

 

 

 

 

 

 

 

 

 

(1,589

)

 

 

 

 

 

(366

)

 

 

3,438

 

 

 

 

 

 

1,849

 

Excess tax benefits from equity-based

compensation

 

 

 

 

 

 

 

 

(233

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(233

)

Restricted stock plan share

issuance/forfeiture

 

 

 

 

 

 

 

 

(1,241

)

 

 

 

 

 

259

 

 

 

(1,286

)

 

 

(503

)

 

 

2,145

 

 

 

 

 

 

(382

)

 

 

 

 

 

 

 

 

(4,475

)

 

 

 

 

 

(229

)

 

 

2,626

 

 

 

 

 

 

(1,849

)

Deferred compensation plan share

issuance

 

 

 

 

 

 

 

 

(400

)

 

 

 

 

 

(105

)

 

 

949

 

 

 

 

 

 

 

 

 

 

 

 

549

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(159

)

 

 

1,519

 

 

 

���

 

 

 

1,519

 

Purchase of stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

287

 

 

 

(1,244

)

 

 

 

 

 

 

 

 

 

 

 

(1,244

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,767

 

 

 

(14,945

)

 

 

 

 

 

(14,945

)

Termination of stock trusts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,762

 

 

 

(52,510

)

 

 

(2,762

)

 

 

52,517

 

 

 

 

 

 

7

 

Equity-based compensation

 

 

 

 

 

 

 

 

1,626

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,626

 

 

 

 

 

 

 

 

 

2,353

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,353

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(34,638

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(34,638

)

 

 

 

 

 

 

 

 

 

 

 

(2,817

)

 

 

 

 

 

 

 

 

 

 

 

(2,817

)

Dividends declared

 

 

 

 

 

 

 

 

 

 

 

(2,937

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,937

)

Foreign currency adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(758

)

 

 

(758

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,059

)

 

 

(2,059

)

Pension loss adjustment, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,365

)

 

 

(1,365

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,387

 

 

 

1,387

 

Balances as of December 31, 2016

 

 

27,018

 

 

 

270

 

 

 

123,947

 

 

 

84,223

 

 

 

11,078

 

 

 

(112,858

)

 

 

 

 

 

 

 

 

(16,763

)

 

 

78,819

 

Balances as of December 31, 2018

 

 

27,018

 

 

$

270

 

 

$

116,427

 

 

$

82,548

 

 

 

12,746

 

 

$

(120,406

)

 

$

(14,611

)

 

$

64,228

 

 

(continued on next page)


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

Total

 

 

 

 

 

 

 

 

 

 

Capital in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

Total

 

 

Common Stock

 

 

Excess of

 

 

Retained

 

 

Treasury Stock

 

 

Stock Trusts

 

 

Comprehensive

 

 

Shareholders’

 

 

Common Stock

 

 

Excess of

 

 

Retained

 

 

Treasury Stock

 

 

Comprehensive

 

 

Shareholders’

 

 

Shares

 

 

Amount

 

 

Par Value

 

 

Earnings

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Income (loss)

 

 

Equity

 

 

Shares

 

 

Amount

 

 

Par Value

 

 

Earnings

 

 

Shares

 

 

Amount

 

 

Income (loss)

 

 

Equity

 

(amounts in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances as of December 31, 2016

 

 

27,018

 

 

 

270

 

 

 

123,947

 

 

 

84,223

 

 

 

11,078

 

 

 

(112,858

)

 

 

 

 

 

 

 

 

(16,763

)

 

 

78,819

 

Balances as of December 31, 2018

 

 

27,018

 

 

$

270

 

 

$

116,427

 

 

$

82,548

 

 

 

12,746

 

 

$

(120,406

)

 

$

(14,611

)

 

$

64,228

 

Employee Stock Purchase Plan share

issuance

 

 

 

 

 

 

 

 

(133

)

 

 

 

 

 

(29

)

 

 

288

 

 

 

 

 

 

 

 

 

 

 

 

 

155

 

 

 

 

 

 

 

 

 

(152

)

 

 

 

 

 

(32

)

 

 

299

 

 

 

 

 

 

147

 

Stock Option Plan share issuance, net

 

 

 

 

 

 

 

 

(1,346

)

 

 

 

 

 

(195

)

 

 

2,080

 

 

 

 

 

 

 

 

 

 

 

 

735

 

 

 

 

 

 

 

 

 

(663

)

 

 

 

 

 

(45

)

 

 

754

 

 

 

 

 

 

91

 

Restricted stock plan share

issuance/forfeiture

 

 

 

 

 

 

 

 

(2,870

)

 

 

 

 

 

(182

)

 

 

2,543

 

 

 

 

 

 

 

 

 

 

 

 

(328

)

 

 

 

 

 

 

 

 

(3,230

)

 

 

 

 

 

(143

)

 

 

3,058

 

 

 

 

 

 

(172

)

Deferred compensation plan share

issuance

 

 

 

 

 

 

 

 

(410

)

 

 

 

 

 

(87

)

 

 

860

 

 

 

 

 

 

 

 

 

 

 

 

450

 

 

 

 

 

 

 

 

 

(2,034

)

 

 

 

 

 

(215

)

 

 

2,034

 

 

 

 

 

 

 

Purchase of stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,169

 

 

 

(6,159

)

 

 

 

 

 

 

 

 

 

 

 

(6,159

)

Equity-based compensation

 

 

 

 

 

 

 

 

1,059

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,059

 

 

 

 

 

 

 

 

 

1,748

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,748

 

Net income

 

 

 

 

 

 

 

 

 

 

 

806

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

806

 

 

 

 

 

 

 

 

 

 

 

 

4,125

 

 

 

 

 

 

 

 

 

 

 

 

4,125

 

Foreign currency adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,481

 

 

 

2,481

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,084

)

 

 

(1,084

)

Pension loss adjustment, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

606

 

 

 

606

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,847

)

 

 

(2,847

)

Balances as of December 31, 2017

 

 

27,018

 

 

$

270

 

 

$

120,247

 

 

$

85,029

 

 

 

11,754

 

 

$

(113,246

)

 

 

 

 

$

 

 

$

(13,676

)

 

$

78,624

 

Balances as of December 31, 2019

 

 

27,018

 

 

$

270

 

 

$

112,096

 

 

$

86,673

 

 

 

12,311

 

 

$

(114,261

)

 

$

(18,542

)

 

$

66,236

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

3438


Notes to Consolidated Financial Statements

 

1.

Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The consolidated financial statements include the accounts of Computer Task Group, Incorporated, and its subsidiaries (the Company or CTG), located primarily in North America, Western Europe, and India. There are no unconsolidated entities, or off-balance sheet arrangements other than certain guarantees supporting office leases and the performance under government contracts in the Company's European operations.operations, and purchase obligations for certain software, recruiting and other services. All inter-company accounts have been eliminated. Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these consolidated financial statements in conformity with U.S. generally accepted accounting principles. Such estimates primarily relate to the valuation allowances for deferred tax assets, actuarial assumptions including discount rates and expected rates of return, as applicable, for the Company’s defined benefit plans, the allowance for doubtful accounts receivable, assumptions underlying stock option valuation, investment valuation, estimates of progress toward completion and direct profit or loss on contracts, acquisition and related accounting, legal matters, and other contingencies. The current economic environments in the United States, Canada, Western Europe, and India where the Company has operations have increased the degree of uncertainty inherent in these estimates and assumptions. Actual results could differ from those estimates.

The Company primarily operates in one1 industry segment, providing ITinformation and technology-related services to its clients. These services include IT Solutionsinformation and IT and other Staffing.technology-related solutions, including supplemental staffing as a solution. CTG provides these services to all of the markets that it serves. The services provided typically encompass the IT business solution life cycle, including phases for planning, developing, implementing, managing, and ultimately maintaining the IT solution. A typical client is an organization with large, complex information and data processing requirements. The Company provides administrative or warehouse employees to clients from time to time to supplement the IT resources we place at those clients. The Company promotes a significant portionmajority of its services through five5 vertical market focus areas: technology service providers, manufacturing, healthcare (which includes services provided to healthcare providers, health insurers (payers), and life sciences companies), financial services, and energy. The Company focuses on these five vertical areas as it believes that these areas are either higher growth markets than the general IT services market and the general economy, or are areas that provide greater potential for the Company’s growth due to the size of the vertical market. The remainder of CTG’s revenue is derived from general markets.

CTG’s revenue by vertical market as a percentage of consolidated revenue for the three years ended December 31, 2017, 2016,2019, 2018, and 20152017 is as follows:

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

Technology service providers

 

 

33.1

%

 

 

35.2

%

 

 

31.1

%

 

 

32.2

%

 

 

32.4

%

 

 

33.1

%

Manufacturing

 

 

24.3

%

 

 

24.2

%

 

 

25.7

%

 

 

16.8

%

 

 

19.5

%

 

 

24.3

%

Healthcare

 

 

16.8

%

 

 

18.2

%

 

 

23.5

%

 

 

16.6

%

 

 

16.2

%

 

 

16.8

%

Financial services

 

 

9.1

%

 

 

7.8

%

 

 

7.2

%

 

 

13.8

%

 

 

15.2

%

 

 

9.1

%

Energy

 

 

5.0

%

 

 

5.3

%

 

 

5.4

%

 

 

5.2

%

 

 

4.7

%

 

 

5.0

%

General markets

 

 

11.7

%

 

 

9.3

%

 

 

7.1

%

 

 

15.4

%

 

 

12.0

%

 

 

11.7

%

Total

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

Revenue and Cost Recognition

The Company recognizes revenue when persuasive evidence of an arrangement exists, when the services have been rendered, when the price is determinable, and when collectibilitycontrol of the amounts duepromised good or service is reasonably assured.transferred to clients, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. For time-and-material contracts, revenue is recognized as hours are incurred and costs are expended. For contracts with periodicprogress billing schedules, primarily monthly, revenue is recognized as services are rendered to the client. Revenue for fixed-price contracts is recognized per the proportional method of accountingover time using an input-based approach. Over time revenue recognition best portrays the Company’s performance in transferring control of the goods or services to the client. On most fixed price contracts, revenue recognition is supported through contractual clauses that require the client to pay for work performed to date, including cost plus a reasonable profit margin, for goods or services that have no alternative use to the Company. On certain contracts, revenue recognition is supported through contractual clauses that indicate the client controls the asset, or work in process, as the Company creates or enhances the asset. On a given project, actual salary and indirect labor costs incurred are measured and compared againstwith the total estimatedestimate of costs of such items at the completion of the project.

39


Revenue is recognized based upon the percentage-of-completion calculation of total incurred costs to total estimated costs. The Company infrequently works on fixed-price projects that include significant amounts of material or other non-labor related costs whichthat could distort the percent complete within a percentage-of-completion calculation. The Company’s estimate of the total labor costs it expects to incur over the term of the contract is based on the nature of the project and our past experience on similar projects, and includes management judgments and estimates whichthat affect the amount of revenue recognized on fixed-price contracts in any accounting period.  LossLosses on contracts, if any,fixed-price projects are recorded at the time it is determined a loss exists on a project.when identified.

35


The Company’s revenue from contracts accounted for under time-and-material, progress billing, and percentage-of-completion methods as a percentage of consolidated revenue for the three years ended December 31, 2017, 2016,2019, 2018, and 20152017 is as follows:

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

Time-and-material

 

 

85.9

%

 

 

86.5

%

 

 

88.6

%

 

 

79.6

%

 

 

84.7

%

 

 

85.9

%

Progress billing

 

 

10.8

%

 

 

10.8

%

 

 

9.5

%

 

 

10.2

%

 

 

10.5

%

 

 

10.8

%

Percentage-of-completion

 

 

3.3

%

 

 

2.7

%

 

 

1.9

%

 

 

10.2

%

 

 

4.8

%

 

 

3.3

%

Total

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

The Company recorded revenue for fiscal years ended 2019 compared to 2018 and 2018 compared to 2017 as follows:

Year Ended December 31,

 

% of total

 

 

2019

 

 

% of total

 

 

2018

 

 

Year-Over-

Year Change

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

 

61.5

%

 

$

242,218

 

 

 

64.9

%

 

$

232,695

 

 

 

4.1

%

Europe

 

 

38.5

%

 

 

151,952

 

 

 

35.1

%

 

 

126,074

 

 

 

20.5

%

Total

 

 

100.0

%

 

$

394,170

 

 

 

100.0

%

 

$

358,769

 

 

 

9.9

%

Year Ended December 31,

 

% of total

 

 

2018

 

 

% of total

 

 

2017

 

 

Year-Over-

Year Change

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

 

64.9

%

 

$

232,695

 

 

 

73.1

%

 

$

220,085

 

 

 

5.7

%

Europe

 

 

35.1

%

 

 

126,074

 

 

 

26.9

%

 

 

81,125

 

 

 

55.4

%

Total

 

 

100.0

%

 

$

358,769

 

 

 

100.0

%

 

$

301,210

 

 

 

19.1

%

Significant Judgments

With the exception of cost estimates on certain fixed-price projects, there are no other significant judgments used to determine the timing of satisfaction of performance obligations or determining transaction price and amounts allocated to performance obligations. The Company allocates the transaction price based on standalone selling prices for contracts with clients that include more than one performance obligation. Standalone selling prices are based on the expected cost of the good or service plus margin approach. Certain clients may qualify for discounts and rebates, which we account for as variable consideration. The Company estimates variable consideration and reduces revenue recognized based on the amount it expects to provide to clients.

Contract Balances

For time-and-material and progress billing contracts, the timing of the Company’s satisfaction of its performance obligations is consistent with the timing of payment. For these contracts, the Company has the right to payment in the amount that corresponds directly with the value of the Company’s performance to date. The Company uses the right to invoice practical expedient that allows the Company to recognize revenue in the amount for which it has the right to invoice for time-and-material and progress billing contracts. Bill schedules for fixed-price contracts are generally consistent with the Company’s performance in transferring control of the goods or services to the client. There are no significant financing components in our contracts with clients. Advanced billings represent contract liabilities for cash payments received in advance of our performance. Unbilled receivables are reported within “accounts receivable” on the consolidated balance sheet. Accounts receivable and contract liability balances fluctuate based on the timing of the client’s billing schedule and the Company’s period-end date. There are no significant costs to obtain or fulfill contracts with clients.

40


Transaction Price Allocated to Remaining Performance Obligations

As of December 31, 2019, the aggregate transaction price allocated to unsatisfied or partially unsatisfied performance obligations for fixed-price and all progress billing contracts was approximately $7.4 million and $46.2 million, respectively. Approximately $31.0 million of the transaction price allocated to unsatisfied or partially unsatisfied performance obligations is expected to be earned in 2020. Approximately $22.6 million of the transaction price allocated to unsatisfied or partially unsatisfied performance obligations is expected to be earned in 2021 and beyond. The Company uses the right to invoice practical expedient. Therefore, no disclosure is required for unsatisfied performance obligations for contracts in which we recognize revenue at the amount to which we have the right to invoice for services performed.

Taxes Collected from Clients

In instances where the Company collects taxes from its clients for remittance to governmental authorities, primarily in its international locations, revenue and expenses are not presented on a gross basis in the consolidated financial statements as such taxes are recorded in the Company's accounts on a net basis.

The Company includes billable expenses in its accounts as both revenue and direct costs. These billable expenses totaled $2.6 million, $3.2 million, and $3.3 million $4.0 million,in 2019, 2018, and $6.5 million in 2017, 2016, and 2015, respectively.

Fair Value

Fair value is defined as the exchange price that would be received for an asset or paid for a liability in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants. The Company utilizes a fair value hierarchy for its assets and liabilities, as applicable, based upon three levels of input, which are:

Level 1—quoted prices in active markets for identical assets or liabilities (observable)

Level 2—inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in inactive markets, or other inputs that are observable or can be supported by observable market data for essentially the full term of the asset or liability (observable)

Level 3—unobservable inputs that are supported by little or no market activity, but are significant to determining the fair value of the asset or liability (unobservable)

At December 31, 20172019 and 2016,2018, the carrying amounts of the Company’s cash of $11.2$10.8 million and $9.4$12.4 million, respectively, approximated fair value.

As described in Note 3 of the consolidated financial statements, the Company acquired 100% of the equity of both Tech-IT in the first quarter of 2019 and Soft Company in the first quarter of 2018. Level 3 inputs were used to estimate the fair values of the assets acquired and liabilities assumed. The valuation techniques used to assign fair values to intangible assets included the relief-from-royalty method and excess earnings method.

The Company has a contingent consideration liability related to the earn-out provision of which a portion will be payable in each period subject to the achievement by Soft Company of certain revenue and EBIT targets for fiscal 2017, 2018, and 2019. There is no payout if the achievement on either target is below a certain target threshold. The fair value of this contingent consideration is determined using level 3 inputs. The fair value assigned to the contingent consideration liability is determined using the real options method, which requires inputs such as revenue forecasts, EBIT forecasts, discount rate, and other market variables to assess the probability of Soft Company achieving the revenue and EBIT targets. The fair value as of the February 15, 2018 acquisition date was determined to be $2.0 million. In the 2018 second quarter, the Company paid approximately $0.9 million relating to the earn-out based on the achievement by Soft Company of certain revenue and EBIT targets for fiscal 2017. In the 2019 third quarter, the Company paid approximately $1.2 million relating to the earn-out based on the achievement by Soft Company of certain revenue and EBIT targets for fiscal 2018. The fair value of the remaining contingent consideration liability was determined to be approximately $0.8 million as of December 31, 2019. As such, the Company recorded $0.5 million of selling, general, and administrative expense during the 2019 year-to-date period. The remaining contingent consideration liability is recorded in “other current liabilities” on the December 31, 2019 consolidated balance sheet.

In addition, the Company has a contingent consideration liability related to the earn-out provision of which a portion will be payable in each period subject to the achievement by Tech-IT of direct profit targets for fiscal 2019 and 2020. There is no payout if the achievements are below the target thresholds. The fair value of this contingent consideration liability is determined using the real options method, which requires inputs such as revenue forecasts, EBIT forecasts,

41


discount rate, and other market variables to assess the probability of Tech-IT achieving the direct profit targets. The fair value as of the February 6, 2019 acquisition date was determined to be $0.6 million. The fair value of the remaining contingent consideration liability was determined to be approximately $0.7 million as of December 31, 2019. Approximately $0.4 million and $0.3 million of the remaining contingent consideration liability is recorded in “other current liabilities” and “other long-term liabilities”, respectively, on the December 31, 2019, consolidated balance sheet.

The Company is also allowed to elect an irrevocable option to measure, on a contract by contractcontract-by-contract basis, specific financial instruments and certain other items that are currently not being measured at fair value. The Company did not elect to apply the fair value provisions of this standard for any specific contracts during the years ended December 31, 20172019 and 2016.2018.

Life Insurance Policies

The Company has purchased life insurance on the lives of a number of former employees who are plan participants in the non-qualified defined benefit Executive Supplemental Benefit Plan. In total, there are policies on approximately 2018 individuals, whose average age is 7476 years old. These policies have generated cash surrender value and the Company prior to 2015, hadhas taken loans against the policies.

The Company borrowed $1.4 million against the cash surrender value of these life insurance policies during 2019. At December 31, 20172019, these insurance policies have a gross cash surrender value of $29.7 million, outstanding loans and 2016,interest totaling $27.2 million, and a net cash surrender value of $2.5 million. At December 31, 2018, these insurance policies had a gross cash surrender value of $31.5$28.4 million, outstanding loans and interest totaling $25.8 million, and $30.1 million, respectively, and was included on the consolidated balance sheet as “Casha net cash surrender value of life insurance.” There were no outstanding loans against these policies in 2017 and 2016.  

$2.6 million.

At December 31, 20172019 and 20162018, the total death benefit for the remaining policies was approximately $42.2$37.7 million and $41.4$37.6 million, respectively. Currently, upon the death of all of the plan participants, the Company would expect to receive approximately $41.6$10.2 million, and under current tax regulations, would record a non-taxable gain of approximately $10.1$7.7 million.

36


TwoA former employeesemployee covered by this life insurancethese policies passed away one in the 2017 fourth quarter and the other in the 2015 fourth2018 third quarter. The Company recorded non-taxable gains of approximately $0.4 million and $0.2$0.8 million in the respective quarters.quarter. The Company expects to receive $1.1received approximately $1.0 million in the 2018 firstfourth quarter for the 2017 death and received approximately $0.4 million in the 2016 first quarter for the 20152018 death.

Taxes Collected from Clients

In instances where the Company collects taxes from its clients for remittance to governmental authorities, primarily in its European operations, revenue and expenses are not presented on a gross basis in the consolidated financial statements as such taxes are recorded in the Company's accounts on a net basis.

Cash and Cash Equivalents, and Cash Overdrafts

For purposes of the statement of cash flows, cash and cash equivalents are defined as cash on hand, demand deposits, and short-term, highly liquid investments with a maturity of three months or less. As the Company does not fund its bank accounts for the checks it has written until the checks are presented to the bank for payment, the "change in cash overdraft, net" line item as presented on the consolidated statement of cash flows represents the increase or decrease in outstanding checks for a given period. The cash in the Company’s U.S. banks is insured by the Federal Deposit Insurance Corporation up to the insurable limit of $250,000. The Company’s cash in its foreign bank accounts is not insured.

Trade Accounts Receivable

Trade accounts receivable balances are received on average approximately 8685 days from the date of invoice. Generally, the Company does not work on any projects where amounts due are expected to be received greater than one year from the date of the invoice. Accordingly, the recorded book value for the Company’s accounts receivable equals fair value. Outstanding trade accounts receivable are generally considered past due when they remain unpaid after the contractual due date has passed. An allowance for doubtful accounts receivable (allowance) is established using management’s judgment. Specific identification of balances that are significantly past due and where client payments have not been recently received are generally added to the allowance unless the Company has direct knowledge that the client intends to make payment. Additionally, any balances which relate to a client that has declared bankruptcy or ceased its business operations are added to the allowance at the amount not expected to be received.

The Company recorded a net bad debt recovery of less than $0.1 million in 2017. Bad debt expense, net of recoveries was approximately $0.2 million2019, 2018, and $0.3 million in 2016 and 2015, respectively.2017.

42


Property, Equipment and Capitalized Software Costs

Property and equipment are generally stated at historical cost less accumulated depreciation. Depreciation is computed using the straight-line method based on estimated useful lives of one year to 30thirty years, and begins after an asset has been placed into service. Leasehold improvements are generally depreciated over the shorter of the term of the lease or the useful life of the improvement. The cost of property or equipment sold or otherwise disposed of, along with related accumulated depreciation, is eliminated from the accounts, and the resulting gain or loss, if any, is reflected in current earnings. Maintenance and repairs are charged to expense when incurred, while significant improvements to existing assets are capitalized. Depreciation expense for the Company totaled $1.9 million in 2019, $1.8 million in 2018, and $1.6 million in 2017.

As of December 31, 20172019 and 2016,2018, the Company had capitalized costs relating to software projects developed for internal use. Amortization periods for these projects range from two to five years, and begin when the software, or enhancements thereto, is available for its intended use. Amortization periods are evaluated annually for propriety.

37


Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When such circumstances exist, the recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of by sale, if any, are reported at the lower of the carrying amount or fair value less costs to sell. The Company does not have any long-lived assets that are impaired at December 31, 2017.2019.

TheDuring 2017, the Company was in the process of negotiating the sale of its corporate administrative building. The Company classified the corporate administration building as held for sale and did not record depreciation expense relative to the corporate administrative buildingduring the 2017 fourth quarter. The carrying value of the property was approximately $1.6 million at December 31, 2017. In February 2018, the Company sold this property for $1.8 million.

Leases

The Company is obligated under a number of short and long-term operating leases primarily for the rental of office space and office equipment, and for automobiles leased in our European operations. In instances whereEurope. On January 1, 2019, the Company has negotiated leases that contain rent holidays or escalation clauses,adopted Topic 842 using the expense for those leases is recognized monthly on a straight-line basis overmodified retrospective transition approach and elected the termtransition method to apply the new lease standard as of the lease.January 1, 2019 adoption date. Results for the reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting under Topic 840.

Goodwill

The goodwill recorded on the Company's condensed consolidated balance sheet at December 31, 2015 related2019 relates to CTG’s Healthcare Solutions (CTGHS) reporting unit.the acquisition of Soft Company in the 2018 first quarter and Tech-IT in the 2019 first quarter. In accordance with current accounting guidance for “Intangibles - Goodwill and Other,” the Company performs goodwill impairment testing at least annually (in the Company’s fourth quarter), unless indicators of impairment exist in interim periods.

The Company uses the two-step approach to test goodwill for potential impairment. Step One compares the estimated fair value of a reporting unit with goodwill to its carrying value. If the carrying value exceeds the estimated fair value, Step Two must be performed. Step Two compares the carrying value of the reporting unit to the fair value of all of the assets and liabilities of the reporting unit (including any unrecognized intangibles) as if the reporting unit was acquiredchanges in a business combination. If the carrying amount of a reporting unit’s goodwill exceedsfor the implied fair value of its goodwill, an impairment loss is recognized in an amount equal to the excess.years ended December 31, 2019 and 2018 are as follows:

During the 2016 first quarter, the Company determined that a goodwill impairment indicator existed which required an interim impairment analysis. This impairment indicator was a significant and sustained decrease in the Company’s overall market capitalization, as the Company’s stock price in the 2016 first quarter fell by as much as 29% from its value

(amounts in thousands)

 

 

 

 

Balance at December 31, 2017

 

$

 

Acquired goodwill

 

 

12,720

 

Foreign currency translation

 

 

(1,056

)

Balance at December 31, 2018

 

$

11,664

 

Acquired goodwill

 

 

5,331

 

Foreign currency translation

 

 

(314

)

Balance at December 31, 2019

 

$

16,681

 


Acquired Intangibles Assets

Acquired intangible assets at December 31, 2015. As a result of this indicator, the Company conducted an interim analysis of CTGHS to determine if an impairment existed. In performing the assessment, the Company estimated the fair value of CTGHS based on a combination2019 consist of the income and market approaches. The income approach uses a discounted cash flow (DCF) method which utilizes the present value of expected future cash flows to estimate fair valuefollowing:

(amounts in thousands)

 

Estimated

Economic Life

 

Gross Carrying

Amount

 

 

Accumulated

Amortization

 

 

Foreign Currency Translation

 

 

Net Carrying

Amount

 

Trademarks

 

2 years

 

$

1,432

 

 

$

911

 

 

$

(86

)

 

$

435

 

Customer relationships

 

8-13 years

 

 

9,905

 

 

 

1,191

 

 

 

(710

)

 

 

8,004

 

Total

 

 

 

$

11,337

 

 

$

2,102

 

 

$

(796

)

 

$

8,439

 

Acquired intangible assets at December 31, 2018 consisted of the reporting unit. The future cash flows for CTGHS was projected based on estimates of future revenue, operating income and other factors such as working capital and capital expenditures and a discount rate used in the present value calculation. As part of the projections, the Company took into account expected industry and market conditionsfollowing:

(amounts in thousands)

 

Estimated

Economic Life

 

Gross Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net Carrying

Amount

 

Trademarks

 

2 years

 

$

686

 

 

$

300

 

 

$

386

 

Customer relationships

 

13 years

 

 

5,951

 

 

 

401

 

 

 

5,550

 

Total

 

 

 

$

6,637

 

 

$

701

 

 

$

5,936

 

Estimated amortization expense for the healthcare industry,next five fiscal years, and thereafter, is as well as trends currently affecting CTGHS. The market approach utilizes multiples of revenue and earnings before interest expense, taxes, depreciation and amortization (EBITDA) to estimate the fair value of the reporting unit. The market multiples used for CTGHS were based on competitor industry data, along with the market multiples for the Company and other factors. The Company also completed a comparison of its overall market capitalization to the market value of CTGHS and the Company’s other non-reporting business units. Based upon the analysis performed, the Company determined that the fair value of CTGHS was less than its carrying value, which required the Company to perform a Step Two goodwill impairment test.follows (amounts in thousands):

As a result of the first quarter Step Two analysis, the Company determined the implied fair value of its goodwill balance was below the carrying value. Accordingly, the Company recorded a non-tax deductible goodwill impairment charge of $21.5 million to reduce the value of its goodwill balance to the implied fair value.

Year

 

Annual

Amortization

 

2020

 

$

1,248

 

2021

 

 

925

 

2022

 

 

869

 

2023

 

 

869

 

2024

 

 

869

 

Thereafter

 

 

3,659

 

Total

 

$

8,439

 

During the 2016 third quarter, the Company again determined that goodwill impairment indicators existed which required an interim impairment analysis. These impairment indicators were the unexpected decline in the revenue and profits of the CTGHS business unit, the resignation of both the sales leader (who was the Company’s former CEO) and delivery

3844


leader of CTGHS in the 2016 third quarter, effectively leaving the business unit without executive leadership,andacontinueddecreaseintheCompany’soverallmarketcapitalization.Asaresultoftheseindicators, the Company conducted an interim analysis of CTGHS to determine if an impairment existed. In performing the assessment, the Company again performed the procedures it had previously performed in the 2016 first quarter, as detailedabove.Themostsignificantchangesinthe Company’sStepOneanalysisfromthefirstquartertothethirdquarterwere reductions in the Company’s estimates of future revenue and operating income based upon the unexpected negative trends experiencedinthethirdquarter,aswellastheresultingreductionsintherevenueandEBITDAmarketmultiplesthat correlate to the decline in our overall market capitalization. Based upon the analysis performed, the Company determined that the fair value of CTGHS was less than its carrying value, which required the Company to perform a StepTwogoodwillimpairmenttest.

As a result of the third quarter Step Two analysis, the Company determined the implied fair value of its goodwill balance was below the carrying value. Accordingly, the Company recorded a non-tax deductible goodwill impairment charge in the 2016 third quarter of $15.8 million which reduced the value of its goodwill balance to the implied fair value, or $0.0 as of September 30, 2016.

Income Taxes

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”), The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to, (1) reducing the U.S. federal corporate tax rate from 35 percent to 21 percent; (2) requiring companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries; (3) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries; (4) requiring a current inclusion in U.S. federal taxable income of certain earnings of controlled foreign corporations; (5) eliminating the corporate alternative minimum tax (AMT) and changing how existing AMT credits can be realized; (6) creating the base erosion anti-abuse tax (BEAT), a new minimum tax; (7) creating a new limitation on deductible interest expense; and (8) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017.

Accounting Standards Codification (ASC) 740, Income Taxes, requires companies to recognize the effect of the tax law changes in the period of enactment. However, the SEC staff issued Staff Accounting Bulletin (SAB) 118, which allows companies to record provisional amounts during a measurement period that is similar to the measurement period used when accounting for business combinations. The Company has recorded a reasonable estimate when possible and with the understanding that the provisional amount is subject to further adjustments under SAB 118.

As a result, the Company has recorded the following provisional amounts in the financial statements, which will be revised, if necessary, as the computations become finalized during the measurement period.

Deferred tax assets and liabilities: The Company remeasured certain deferredtaxassetsandliabilities based on the federal rateatwhich they are expected to reverse in the future,whichis generally 21%. The Company also remeasured the state rateatwhich certain deferredtaxassets and liabilities are expected to reverse in the future associated with the reduction in the futurefederalbenefit from statedeferredtaxassetsandliabilities from 34%to21%. However, the Company is still analyzing certainaspectsofthe Act relating to compensation expense and refiningits calculations, which could potentially affect the measurement ofthese balances or potentially give risetonew deferred tax amounts. The provisional amount recorded related tothe remeasurement oftheCompany'sdeferredtax balance was a tax expenseof$1.7 million,including the remeasurement ofitsfederalvaluation allowance.

Foreign tax effects: The one-time transition tax is based on the Company's total post-1986 earnings and profits (E&P) that were previously deferred from U.S. income taxes. The Company currently estimates there will be no liability for the one-time transition tax for all of its foreign subsidiaries since the accumulated post-1986 earnings is currently estimated to be negative. The Company has not yet completed its calculation of the total post-1986 E&P for these foreign subsidiaries and this amount may change when the Company finalizes the calculation of post-1986 foreign E&P previously deferred from U.S. federal taxation and finalizes the amounts held in cash or other specified assets.

The Company has not provided for any additional outside basis difference inherent in its foreign subsidiaries, as these amounts continue to be indefinitely reinvested in foreign operations.

The Company has not yet made a policy electionwithrespecttoitstreatmentof potential globalintangible low-taxed income (GILTI). Companies can either account for taxeson GILTI asincurredorrecognizedeferred taxes whenbasisdifferences exist that are expected to affect the amount of the GILTI inclusion upon reversal. The Company is still

39


intheprocessofanalyzingtheprovisionsoftheActassociatedwithGILTIandtheexpectedimpactofGILTIontheCompanyinthefuture.

The Company provides for deferred income taxes for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities. In assessing the realizability of deferred tax assets, management considers within each tax jurisdiction, whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.realized, or that a valuation allowance is required. Management considers the scheduled reversalall available evidence, both positive and negative, in assessing realizability of its deferred tax liabilities, projectedassets. A key component of this assessment is management’s critical evaluation of current and future impacts of business and economic factors on the Company’s ability to generate future taxable income. Factors that may affect the Company’s ability to generate taxable income include, but are not limited to increased competition, a decline in revenue or margins, a loss of market share, the availability of qualified professional staff, and tax-planning strategiesa decrease in making this assessment.demand for the Company’s services. The Company elected to use the incremental cash tax savings approach when considering GILTI in its assessment of the realizability of its US deferred tax assets. Based on the Company’s recent history of US losses for tax purposes and uncertain profitability in future years and assessment of the factors discussed above, management has determined that it is more likely than not that it will not realize its U.S. deferred tax assets, and accordingly a full valuation allowance has been recorded against these assets. Additionally, management has determined that a valuation allowance is required against its Netherlands and some of its Belgium deferred taxes. The total valuation allowance recorded against these deferred tax assets is $5.7 million, a net increase of $0.1 million during the year, which was recorded as income tax expense in the consolidated statement of operations. The Company recognizes, as applicable, accrued interest and penalties related to unrecognized tax benefits (if any) in tax expense.

The Company establishes an unrecognized tax benefit based upon the anticipated outcome of tax positions taken for financial statement purposes compared with positions taken on the Company’s tax returns. The Company records the benefit for unrecognized tax benefits only when it is more likely than not that the position will be sustained upon examination by the taxing authorities. The Company reviews its unrecognized tax benefits on a quarterly basis. Such reviews include consideration of factors such as the cause of the action, the degree of probability of an unfavorable outcome, the Company’s ability to estimate the liability, and the timing of the liability and how it will impact the Company’s other tax attributes.

Equity-Based Compensation

The Company records the fair value of equity-based compensation expense for all equity-based compensation awards granted and recognizes the cost in the Company’s income statement over the periods in which an employee or director is required to provide the services for the award. Compensation cost is not recognized for employees or directors that do not render the requisite services. The Company recognized the expense for equity-based compensation in its 2019, 2018, and 2017 2016, and 2015consolidated statements of incomeoperations on a straight-line basis based upon awards that are ultimately expected to vest. See noteNote 10, “Equity-Based Compensation.”

Net Income (Loss) Per Share

Basic and diluted earnings (loss) per share (EPS) for the years ended December 31, 2017, 2016,2019, 2018, and 20152017 are as follows:

 

For the year ended

 

Net

Income (loss)

 

 

Weighted

Average

Shares

 

 

Earnings

(loss) per

Share

 

 

Net

Income (loss)

 

 

Weighted

Average

Shares

 

 

Earnings

(loss) per

Share

 

(amounts in thousands, except per-share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

Basic EPS

 

$

4,125

 

 

 

13,450

 

 

$

0.31

 

Dilutive effect of outstanding equity instruments

 

 

 

 

 

547

 

 

 

(0.02

)

Diluted EPS

 

$

4,125

 

 

 

13,997

 

 

$

0.29

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

Basic EPS

 

$

(2,817

)

 

 

13,805

 

 

$

(0.20

)

Dilutive effect of outstanding equity instruments

 

 

 

 

 

 

 

 

 

Diluted EPS

 

$

(2,817

)

 

 

13,805

 

 

$

(0.20

)

December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic EPS

 

$

806

 

 

 

15,055

 

 

$

0.05

 

 

$

806

 

 

 

15,055

 

 

$

0.05

 

Dilutive effect of outstanding equity instruments

 

 

 

 

 

269

 

 

 

(0.00

)

 

 

 

 

 

269

 

 

 

 

Diluted EPS

 

$

806

 

 

 

15,324

 

 

$

0.05

 

 

$

806

 

 

 

15,324

 

 

$

0.05

 

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

Basic EPS

 

$

(34,638

)

 

 

15,593

 

 

$

(2.22

)

Dilutive effect of outstanding equity instruments

 

 

 

 

 

 

 

 

 

Diluted EPS

 

$

(34,638

)

 

 

15,593

 

 

$

(2.22

)

December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

Basic EPS

 

$

6,510

 

 

 

15,479

 

 

$

0.42

 

Dilutive effect of outstanding equity instruments

 

 

 

 

 

441

 

 

 

(0.01

)

Diluted EPS

 

$

6,510

 

 

 

15,920

 

 

$

0.41

 

 

45


Weighted-average shares represent the average number of issued shares less treasury shares, and shares held in the Stock Trusts, and for the basic EPS calculations, unvested restricted stock.

Certain options representing 1.20.7 million, 1.91.1 million, and 1.01.2 million shares of common stock were outstanding at December 31, 2017, 2016,2019, 2018, and 2015,2017, respectively, but were not included in the computation of diluted earnings per share as their effect on the computation would have been anti-dilutive.

40


Accumulated Other Comprehensive Loss

The components that comprised accumulated other comprehensive loss on the consolidated balance sheets at December 31, 20172019 and 20162018 are as follows:

 

(amounts in thousands)

 

2017

 

 

2016

 

 

2019

 

 

2018

 

Foreign currency

 

$

(5,963

)

 

$

(8,444

)

Pension loss, net of tax of $527 in 2017, and $835 in 2016

 

 

(7,713

)

 

 

(8,319

)

Foreign currency translation adjustment, net of taxes

 

$

(9,106

)

 

$

(8,022

)

Implementation of accounting standards

 

 

-

 

 

 

(263

)

Pension loss, net of tax of $265 in 2019 and $0 in 2018

 

 

(9,436

)

 

 

(6,326

)

Accumulated other comprehensive loss

 

$

(13,676

)

 

$

(16,763

)

 

$

(18,542

)

 

$

(14,611

)

 

During 2017, 2016,2019, 2018, and 2015,2017, actuarial losses were amortized to expense as follows:

 

(amounts in thousands)

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

Amortization of actuarial losses

 

$

322

 

 

$

285

 

 

$

390

 

 

$

185

 

 

$

277

 

 

$

322

 

Income tax

 

 

(57

)

 

 

(63

)

 

 

(88

)

 

 

 

 

 

 

 

 

(57

)

Net of tax

 

$

265

 

 

$

222

 

 

$

302

 

 

$

185

 

 

$

277

 

 

$

265

 

 

The amortization of actuarial losses is included in determining net periodic pension cost. See noteNote 7, "Deferred Compensation Benefits" for additional information.

Foreign Currency

The functional currency of the Company’s foreign subsidiaries is the applicable local currency. The translation of the applicable foreign currencies into U.S. dollars is performed for assets and liabilities using current exchange rates in effect at the balance sheet date, for equity accounts using historical exchange rates, and for revenue and expense activity using the applicable month’s average exchange rates. The Company recorded a nominal lossesamount of expense in 2017, 2016,2019, 2018, and 20152017 from foreign currency transactions for balances settled during the year or intended to be settled as of each respective year-end.

Guarantees

The Company has a number of guarantees in place in our European operations which support office leases and performance under government projects. These guarantees totaled approximately $1.1$3.0 millionand $2.7 million at both December 31, 20172019 and 2016,2018, respectively, and generally have expiration dates ranging from March 2018January 2020 through April 2020.October 2034.

46


Recently Issued Accounting Standards

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers (Topic 606)," ("ASU 2014-09"). ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. The pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is only permitted in years beginning after December 31, 2016. The Company will apply the new standard using the cumulative effect method and will apply the requirements of the new standard to only projects that are open as of January 1, 2018.

The Company currently records approximately 97% of its annual revenue on a time-and-material and progress billing basis, with the remaining 3% recorded under a proportional method of accounting using an inputs based methodology for fixed price projects.  For the 97% of the Company’s revenue recorded under the time-and-material method of accounting, excluding the principal and agent considerations described below, the new standard will not change the timing or the amount of revenue that is recorded. The Company has also evaluated the revenue recorded under its fixed price projects to determine if the manner or timing of revenue recognition would change for existing projects. The impact of adopting this new accounting guidance will have an immaterial impact on the timing and amount of revenue recorded under its fixed price projects.

When more than one party is involved in providing goods or services to a customer, the standard requires an entity to determine whether it is a principal or an agent in these transactions by evaluating the nature of its promise to the customer. The fundamental premise of the principal and agent determination is the concept of control. The Company had

41


recorded approximately 3% of its consolidated revenue on a net basis during 2017 under current accounting rules. Under the new standard, the Company will report gross revenue and expense for a significant portion of this revenue beginning January 1, 2018.

In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classifications of Deferred Taxes,” which amended accounting guidance related to the presentation of deferred tax liabilities and assets. The amended guidance requires that all deferred tax liabilities and assets be classified as noncurrent on the balance sheet. This guidance was effective for reporting periods beginning after December 15, 2016. Upon adoption of this guidance in the 2017 first quarter, the Company reclassified approximately $0.9 million as of both March 31, 2017 and December 31, 2016 from current to non-current assets.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight linestraight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. Topic 842 supersedes the previous leases standard, ASC 840, Leases. This guidance is effective for reporting periods beginning after December 15, 2018; however, early adoption is permitted. Entities are required to use a2018. On January 1, 2019, the Company adopted the new lease standard using the modified retrospective transition approach for leases that exist or are entered into afterand elected the beginningtransition method to apply the new lease standard as of the earliest comparativeJanuary 1, 2019 adoption date. Results for the reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts are not adjusted and continue to be reported in accordance with accounting under Topic 840. In addition, the Company elected the package of practical expedients, which permits the Company not to reassess under the new standard prior conclusions about lease identification, lease classification, and initial direct costs. The Company has also elected the practical expedient to separate lease and non-lease components for its office leases and has elected to group lease and non-lease components for its vehicle leases. Upon adoption of Topic 842 on January 1, 2019, the Company recorded approximately $13.1 million of operating lease right-of-use assets and lease liabilities. The adoption of Topic 842 did not have a significant impact on the Company’s consolidated statements of income, comprehensive income (loss), or its consolidated statements of cash flows. The new lease standard does not affect the Company’s compliance with financial covenants associated with its Credit and Security Agreement.

In January 2018, the FASB issued ASU 2018-02, “Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (AOCI)”, which gives entities the option to reclassify to retained earnings the tax effects resulting from the Act related to items in AOCI that the FASB refers to as having been stranded in AOCI. The guidance required new disclosures regarding a company’s accounting policy for releasing the tax effects in AOCI and permit the company the option to reclassify to retained earnings the tax effects resulting from the Act that are stranded in AOCI. The Company reclassified approximately $0.3 million to retained earnings due to the adoption of ASU 2018-02 in the financial statements. The Company is currently evaluating the impact that ASU 2016-02 will have on its consolidated financial statements.2018 fourth quarter.

In MarchJune 2016, the FASB issued ASU 2016-09, “Improvements2016-13, “Measurement of Credit Losses on Financial Instruments”, which requires the immediate recognition of estimated credit losses expected to Employee Share-Based Payment Accounting,” which amended accounting guidance relatedoccur over the remaining life of many financial assets, including trade receivables. The allowance for credit losses will be the difference between the amortized cost balance of a financial asset and the amount of amortized cost expected to seven aspectsbe collected over the remaining contractual life. When determining the allowance, expected credit losses over the contractual term of the accounting for share-based payments award transactions.financial assets will be estimated considering relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount.  Subsequent changes in the allowance will be recorded through the income statement as an expense adjustment. This guidance wasis effective for reporting periods beginning after December 15, 2016. During2019; however, early adoption is permitted. The Company will adopt the new credit loss standard on January 1, 2020. The Company evaluated the impact of this standard on its consolidated financial statements and it does not expect the impact to be material upon adoption.

In January 2017, the FASB issued ASU 2017-04,”Simplifying the Test for Goodwill Impairment”, which simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. This guidance is effective for reporting periods beginning after December 15, 2019; however, early adoption is permitted. The Company will adopt the new standard on January 1, 2020 for the year ending December 31, 2020 on a prospective basis. The Company does not expect a significant impact from the adoption of this standard.  

In August 2018, the FASB issued ASU 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract”, which helps entities evaluate the accounting for fees paid in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. This guidance is effective for fiscal years beginning after December 15, 2019; however, early adoption is permitted. The Company will adopt the new standard on a prospective basis on January 1, 2020 and does not expect a significant impact on its operations from the adoption of this standard.

47


Subsequent Event

On March 3, 2020, the Company acquired 100% of the equity of Stardust, for approximately $4.9 million. The acquisition was funded using cash on hand and borrowings under the Credit and Security Agreement.  The France-based Stardust, with annual revenues of about $7 million, is a leading provider of testing and quality assurance for digital services with offices in Marseille, France and Montreal, Canada.  Stardust offers a complete range of testing services, including functional, multilingual, operational, environmental, regression, and application benchmarking, covering digital services and website, software, mobile applications, and Internet of Things connected objects.  This acquisition expands the Company’s current testing capabilities, and positions the Company to expand its global testing capabilities.

The Company has evaluated all subsequent events through the filing date of this Form 10-K with the SEC and there were no other subsequent events which required recognition, adjustment to or disclosure in the financial statements.

2.

Property, Equipment and Capitalized Software

Property, equipment and capitalized software at December 31, 2019 and 2018 are summarized as follows:

December 31,

 

Useful Life

 

 

2019

 

 

2018

 

(amounts in thousands)

 

(years)

 

 

 

 

 

 

 

 

 

Land

 

 

 

 

$

50

 

 

$

50

 

Buildings

 

 

30

 

 

 

1,808

 

 

 

1,808

 

Equipment

 

1-5

 

 

 

5,533

 

 

 

5,608

 

Furniture

 

5-10

 

 

 

2,214

 

 

 

2,433

 

Capitalized software

 

2-5

 

 

 

2,147

 

 

 

1,864

 

Other software

 

1-5

 

 

 

1,722

 

 

 

2,174

 

Leasehold improvements

 

3-10

 

 

 

3,910

 

 

 

4,355

 

 

 

 

 

 

 

 

17,384

 

 

 

18,292

 

Accumulated depreciation and amortization

 

 

 

 

 

 

(11,005

)

 

 

(12,636

)

 

 

 

 

 

 

$

6,379

 

 

$

5,656

 

The Company recorded additions to capitalized software of $0.7 million and $0.2 million during the years ended December 31, 2019 and December 31, 2018, respectively, and disposals of $0.4 million and $0.3 million, respectively. As of these dates, the Company had capitalized a total of $2.1 million and $1.9 million, respectively, solely for software projects developed for commercial use. Accumulated amortization for these projects totaled $0.9 million and $0.7 million as of December 31, 2019 and 2018, respectively. Amortization expense for these projects totaled $0.5 million in both 2019 and 2018, and $0.3 million in 2017. Depreciation expense for the Company totaled $1.9 million in 2019, $1.8 million in 2018, and $1.6 million in 2017.

3.

Acquisitions

Tech-IT PSF S.A. (“Tech-IT”)

On February 6, 2019, the Company acquired 100% of the equity of Tech-IT for approximately $9.7 million. The acquisition was funded using cash on hand and borrowings under the Credit and Security Agreement. Tech-IT, located in Bertrange, Luxembourg, is a leading provider of software and hardware services, including consulting, infrastructure and software design and development, infrastructure integration, project management, and training. The acquisition of Tech-IT is expected to enable the Company to strengthen its market position in Luxembourg and broaden its portfolio to offer end-to-end IT solutions.

The results of operations of Tech-IT have been included in the Company’s consolidated financial results since the date of acquisition. As the Company has determined that the acquisition is not material to its existing operations, certain disclosures, including pro forma financial information, have not been included in this annual report on Form 10-K.

An earn-out of up to a maximum of $1.7 million (€1.5 million based on a EUR into USD exchange rate of 1.1386 at the time of acquisition) can be earned, a portion of which will be payable in each period subject to the achievement of direct profit targets for fiscal 2019 and 2020.  There is no payout if the achievement is below the target threshold. The fair value as of the February 6, 2019 acquisition date was determined to be $0.6 million. The fair value of the remaining contingent consideration liability was determined to be approximately $0.7 million as of December 31, 2019. Approximately $0.4 million and $0.3 million of additionalthe remaining contingent consideration liability is recorded in “other current liabilities” and “other long-term liabilities,” respectively, on the consolidated balance sheet at December 31, 2019.

48


The acquisition date fair value of the consideration for the above transaction consisted of the following as of February 6, 2019:

(amounts in thousands)

 

 

 

 

Cash consideration

 

$

9,678

 

Fair value of contingent consideration

 

 

569

 

Fair value of purchase consideration

 

$

10,247

 

The following table summarizes the allocation of the aggregate purchase consideration to the fair value of the assets acquired and liabilities assumed as of February 6, 2019:

(amounts in thousands)

 

 

 

Assets Acquired:

 

 

 

Cash

$

1,217

 

Accounts receivable

 

4,491

 

Prepaids & other

 

1,122

 

Property & equipment, net

 

98

 

Acquired intangibles

 

4,099

 

Goodwill

 

5,331

 

Total assets acquired

$

16,358

 

 

 

 

 

Liabilities Assumed:

 

 

 

Accounts payable

$

2,378

 

Accrued compensation

 

172

 

Other short-term liabilities

 

2,447

 

Deferred income taxes

 

1,114

 

Total liabilities assumed

 

6,111

 

Net assets acquired

$

10,247

 

The purchase consideration for the acquisition was allocated to the assets acquired and liabilities assumed based upon their respective fair values. The excess consideration was recorded as goodwill, which is not deductible for income tax expense for tax shortfalls that would previously have been recorded to capitalpurposes.

The intangible assets acquired in excessthis acquisition consisted of par value. We have adopted this guidance prospectivelythe following:

(amounts in thousands)

 

Fair Value

 

 

Estimated

Economic Life

Trademarks

 

$

683

 

 

2 years

Customer relationships

 

 

3,416

 

 

8 years

Fair value of purchase consideration

 

$

4,099

 

 

 

The Company incurred acquisition-related legal and prior periods have not been adjusted.

Additionally, the Company recorded $0.3 million, $0.4 million,consulting fees and $0.6amortization of intangible assets of approximately $0.8 million in 2017, 2016,2019, which were recorded as a component of selling, general, and 2015, respectively, for taxes remitted for shares withheld from equity-based compensation transaction onadministrative expenses in the consolidated statements of cash flows in the “cash flows from financing activities” section.  income. The purchase price allocation for this acquisition has been finalized.

Subsequent Event

Soft Company SAS (“Soft Company”)

On February 15, 2018, the Company acquired 100% of the equity of Soft Company for approximately $16.8 million.$16.9 million (€13.6 million based on a EUR into USD exchange rate of 1.2392 at the time of acquisition). The acquisition was funded using cash on hand and borrowings under the Credit and Security Agreement.Company’s existing credit agreement. Soft Company, located in Paris, France, is an IT consulting company that specializes in providing IT services to finance, insurance, telecom, and media services companies. The acquisition of Soft Company is expected to enable the Company to expand its position in Europe and enhance its service offerings.

2.

Property, Equipment and Capitalized Software

Property, equipment and capitalized software at December 31, 2017 and 2016 are summarized as follows:

December 31,

 

Useful Life

 

 

2017

 

 

2016

 

(amounts in thousands)

 

(years)

 

 

 

 

 

 

 

 

 

Land

 

 

 

 

$

378

 

 

$

378

 

Buildings

 

 

30

 

 

 

4,596

 

 

 

4,256

 

Equipment

 

2 - 5

 

 

 

5,451

 

 

 

6,204

 

Furniture

 

5 - 10

 

 

 

2,738

 

 

 

2,918

 

Capitalized software

 

2 - 5

 

 

 

2,064

 

 

 

1,111

 

Other software

 

1 - 5

 

 

 

2,204

 

 

 

2,000

 

Leasehold improvements

 

3 - 10

 

 

 

5,578

 

 

 

5,051

 

 

 

 

 

 

 

 

23,009

 

 

 

21,918

 

Accumulated depreciation and amortization

 

 

 

 

 

 

(16,013

)

 

 

(16,055

)

 

 

 

 

 

 

$

6,996

 

 

$

5,863

 


The Company recorded additionshas a contingent consideration liability related to capitalized softwarean earn-out provision of $1.0 millionwhich a portion will be payable in each period subject to the achievement by Soft Company of certain revenue and $0.5 million duringEBIT targets for fiscal 2017,

49


2018, and 2019. There is no payout if the years ended December 31, 2017 and December 31, 2016, respectively. Asachievement on either target is below a certain target threshold. The fair value as of these datesthe February 15, 2018 acquisition date was determined to be $2.0 million. In the 2018 second quarter, the Company had capitalized a totalpaid approximately $0.9 million relating to the earn-out based on the achievement by Soft Company of $2.1certain revenue and EBIT targets for fiscal 2017. In the 2019 third quarter, the Company paid approximately $1.2 million relating to the earn-out based on the achievement by Soft Company of certain revenue and $1.1 million, respectively, solelyEBIT targets for software projects developed for commercial use. Accumulated amortization for these projects totaled $0.7 million and $0.3fiscal 2018. The fair value of the remaining contingent consideration liability was determined to be approximately $0.8 million as of December 31, 2017 and 2016, respectively. Amortization expense for these projects totaled $0.3 million, $0.2 million, and $0.4 million in 2017, 2016, and 2015, respectively.

During the 2015 second quarter,2019. As such, the Company recorded $0.5 million of selling, general and administrative expense during the 2019 year-to-date period. The remaining contingent consideration liability is recorded in “other current liabilities” on the consolidated balance sheet at December 31, 2019.

The acquisition date fair value of the consideration for the impairmentabove transaction consisted of onethe following as of its capitalized software projects relatedFebruary 15, 2018:

(amounts in thousands)

 

 

 

 

Cash consideration

 

$

16,910

 

Fair value of contingent consideration

 

 

1,997

 

Fair value of purchase consideration

 

$

18,907

 

The following tables summarizes the allocation of the aggregate purchase consideration to IT medical management, primarilythe fair values of the assets acquired and liabilities assumed as of February 15, 2018:

(amounts in thousands)

 

 

 

Assets Acquired:

 

 

 

Cash

$

4,059

 

Accounts receivable

 

5,551

 

Prepaids & other

 

243

 

Property & equipment, net

 

53

 

Acquired intangibles

 

7,238

 

Goodwill

 

12,720

 

Total assets acquired

$

29,864

 

 

 

 

 

Liabilities Assumed:

 

 

 

Accounts payable

$

4,085

 

Accrued compensation

 

2,669

 

Other short-term liabilities

 

2,006

 

Deferred income taxes

 

1,827

 

Other long-term liabilities

 

370

 

Total liabilities assumed

 

10,957

 

Net assets acquired

$

18,907

 

The purchase consideration for chronic kidney disease, after determining that it had no net realizable value. Although the acquisition was allocated to the assets acquired and liabilities assumed based upon their respective fair values. The excess consideration was recorded as goodwill, which is not deductible for income tax purposes.

The intangible assets acquired in this acquisition consisted of the following:

(amounts in thousands)

 

Fair Value

 

 

Estimated

Economic Life

Trademarks

 

$

749

 

 

2 years

Customer relationships

 

 

6,489

 

 

13 years

Fair value of purchase consideration

 

$

7,238

 

 

 

The results of operations of Soft Company experienced some sales success with research institutions, the Company hadhave been unable to sell the product to payers, its intended market, and discontinued the effort to sell the technology. The remaining net asset value, totaling approximately $1.1 million, was written-off to direct costsincluded in the 2015 second quarter operating results.

3.

Investments

Company’s consolidated financial results since the date of acquisition. The Company’s investments consist of mutual funds which are partCompany incurred acquisition-related legal and consulting fees, adjustments to the fair value of the Computer Task Group, Incorporated Non-qualified Key Employee Deferred Compensation Plan. At December 31, 2017earn-out liability, and 2016,amortization of intangible assets of approximately $1.3 million in 2019 and $2.0 million in 2018, which were recorded as a component of selling, general, and administrative expenses in the Company’s investment balances, which are classified as trading securities, totaled approximately $0.4 million and $0.4 million, respectively, and were measured at fair value. As there is an active trading market for these funds, fair value was determined using Level 1 inputs (see note 1 “Summaryconsolidated statement of Significant Accounting Policies—Fair Value”). Unrealized gains and losses on these securities are recorded in earnings and were nominal in 2017, 2016, and 2015.operations.

50


4.Debt

In December 2017, the Company entered into a new credit and security agreement (the “Credit and Security Agreement”) with its bank, which provides for a three-year revolving credit facility in an aggregate principal amount of $45.0 million, including a sublimit of $10.0 million for letters of credit and a $10.0 million sublimit for swing line loans. In connection with execution of the credit and security agreement, the Company concurrently repaid in full and terminated the credit agreement dated October 30, 2015.

The new agreementCredit and Security Agreement was amended in December 2019 and now expires in December 2020,2022. The Credit and Security Agreement has interest rates ranging from 150 to 200 basis points over LIBOR or the greater of (i) the prime rate, (ii) the federal fundfunds effective rate plus 50 basis points, and (iii) adjusted LIBOR plus 100 basis points plus a spread ranging from 50 to 100 basis points based on the amounts outstanding under the Credit and Security Agreement. The Company can borrow under the agreement with either rate at its discretion. With the 2019 amendment, the Company also removed the receivables due to the Company from IBM as collateral to the arrangement. Concurrently, the Company entered into an agreement with a large international bank to advance the payment of the IBM receivables due to the Company in the event it chooses to do so. Currently, terms on the receivables from IBM range from 75-90 days from invoice date. Under this new arrangement, the Company could accelerate the payment of the receivables due from IBM to 15 days. No receivables were advanced under this new arrangement during the 2019 year-to-date period.

At December 31, 20172019 and 2016,2018, there was $4.4$5.3 million and $4.7$3.6 million, respectively, outstanding under the respective revolving credit agreements. Credit and Security Agreement.The Company borrows or repays its debt as needed based upon its working capital obligations, including the timing of the U.S. bi-weekly payroll.

The maximum amount outstanding under its credit agreements in 20172019 and 20162018 was $6.0$22.3 million and $4.7$12.8 million, respectively. In 20172019 and 2016,2018, the average amounts outstanding were $2.2$10.4 million and $1.9$4.1 million, respectively, and carried weighted-average interest rates of 3.0%2.8% and 2.9%3.4%, respectively. Total commitment fees incurred in 20172019 and 20162018 totaled approximately $0.1$0.3 million in each year, while interest paid in 20172019 and 20162018 totaled less than $0.1$0.4 million in each year.

and $0.2 million, respectively.

Under the new agreement,Credit and Security Agreement, the Company is required to meet certain financial covenants in order to maintain borrowings under its revolving credit line, pay dividends, and make acquisitions. The covenants are measured quarterly, and at December 31, 2017,2019, included a fixed charge coverage ratio, which must be less than 1.10 to 1.00, consolidated earnings before interest, taxes, depreciation, and amortization (EBITDA), adjusted for equity-based compensation and severance expense, must be no less than $5.0 million for the trailing twelve months, and capital expenditures for property, plant, equipment, and capitalized software must be no more than

$5.0 $5.0 million in any annual period. The fixed charge coverage ratio is only tested if availability on a measurement date is less than $5.625 million. Actual borrowings by CTG under the Credit and Security Agreement are subject to a borrowing base, which is a formula based on certain eligible receivables and reserves. Total availability as of December 31, 20172019 was approximately $28.9$12.9 million. The Company was in compliance with these covenants at December 31, 20172019 as EBITDA, as defined above, was $6.8$11.6 million and capital expenditures for property, equipment and capitalized software were $2.5$2.4 million in 2017.2019. The Company was also in compliance with its covenants at December 31, 20162018 and December 31, 2015.      2017.

 

51


5.

Income Taxes

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”), The Tax Act makes broad and complex changes to the U.S. tax code, including,

43


but not limited to, (1) reducing the U.S. federal corporate tax rate from 35 percent to 21 percent; (2) requiring companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries; (3) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries; (4) requiring a current inclusion in U.S. federal taxable income of certain earnings of controlled foreign corporations; (5) eliminating the corporate alternative minimum tax (AMT) and changing how existing AMT credits can be realized; (6) creating the base erosion anti-abuse tax (BEAT), a new minimum tax; (7) creating a new limitation on deductible interest expense; and (8) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017.

Accounting Standards Codification (ASC) 740, Income Taxes, requires companies to recognize the effect of the tax law changes in the period of enactment. However, the SEC staff issued Staff Accounting Bulletin (SAB) 118, which allows companies to record provisional amounts during a measurement period that is similar to the measurement period used when accounting for business combinations. The Company has recorded a reasonable estimate when possible and with the understanding that the provisional amount is subject to further adjustments under SAB 118.

As a result, the Company has recorded the following provisional amounts in the financial statements, which will be revised, if necessary, as the computations become finalized during the measurement period.

Deferred tax assets and liabilities: The Company remeasured certain deferredtaxassetsand liabilities based on the federal rateatwhich they are expected to reverse in the future,whichis generally 21%. The Company also remeasured the state rateatwhich certain deferredtaxassets and liabilities are expected to reverse in the future associated with the reduction in the futurefederalbenefit from statedeferredtaxassetsandliabilities from 34%to21%. However, the Company is still analyzingcertainaspectsofthe Act relating to compensation expense and refiningits calculations, which could potentially affect the measurement ofthese balances or potentially give risetonew deferred tax amounts. The provisional amount recorded related tothe remeasurement oftheCompany'sdeferredtax balance was a tax expenseof$1.7 million,including the remeasurement ofitsfederalvaluation allowance.

Foreign tax effects: The one-time transition tax is based on the Company's total post-1986 earnings and profits (E&P) that were previously deferred from U.S. income taxes. The Company currently estimates there will be no liability for the one-time transition tax for all of its foreign subsidiaries since the accumulated post-1986 earnings is currently estimated to be negative. The Company has not yet completed its calculation of the total post-1986 E&P for these foreign subsidiaries and this amount may change when the Company finalizes the calculation of post-1986 foreign E&P previously deferred from U.S. federal taxation and finalizes the amounts held in cash or other specified assets.

The Company has not provided for any additional outside basis difference inherent in its foreign subsidiaries, as these amounts continue to be indefinitely reinvested in foreign operations.

The Company has not yet made a policy election with respect to its treatment of potential global intangible low-taxed income (GILTI). Companies can either account for taxes on GILTI as incurred or recognize deferred taxes when basis differences exist that are expected to affect the amount of the GILTI inclusion upon reversal. The Company is still in the process of analyzing the provisions of the Act associated with GILTI and the expected impact of GILTI on the Company in the future.


The provision for income taxes for 2017, 2016,2019, 2018, and 20152017 consists of the following:

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

(amounts in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic and foreign components of income (loss) before

income taxes are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic

 

$

591

 

 

$

(35,100

)

 

$

9,867

 

 

$

2,306

 

 

$

(1,119

)

 

$

591

 

Foreign

 

 

3,466

 

 

 

1,564

 

 

 

862

 

 

 

3,983

 

 

 

3,388

 

 

 

3,466

 

Total income (loss) before income taxes

 

$

4,057

 

 

$

(33,536

)

 

$

10,729

 

 

$

6,289

 

 

$

2,269

 

 

$

4,057

 

The provision (benefit) for income taxes consists of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. federal

 

$

(570

)

 

$

47

 

 

$

2,212

 

 

$

62

 

 

$

16

 

 

$

(570

)

Foreign

 

 

1,458

 

 

 

1,533

 

 

 

1,085

 

 

 

1,947

 

 

 

1,937

 

 

 

1,458

 

U.S. state and local

 

 

116

 

 

 

101

 

 

 

495

 

 

 

107

 

 

 

107

 

 

 

116

 

Total current tax

 

 

1,004

 

 

 

1,681

 

 

 

3,792

 

 

 

2,116

 

 

 

2,060

 

 

 

1,004

 

Deferred tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Enactment of the Tax Cuts and Jobs Act

 

 

1,704

 

 

 

 

 

 

 

 

$

 

 

$

 

 

$

1,704

 

U.S. federal

 

 

347

 

 

 

(584

)

 

 

337

 

 

 

 

 

 

3,939

 

 

 

347

 

Foreign

 

 

(25

)

 

 

28

 

 

 

(19

)

 

 

48

 

 

 

(784

)

 

 

(25

)

U.S. state and local

 

 

221

 

 

 

(23

)

 

 

109

 

 

 

 

 

 

(129

)

 

 

221

 

Total deferred tax

 

 

2,247

 

 

 

(579

)

 

 

427

 

 

 

48

 

 

 

3,026

 

 

 

2,247

 

Total tax

 

$

3,251

 

 

$

1,102

 

 

$

4,219

 

 

$

2,164

 

 

$

5,086

 

 

$

3,251

 

The effective and statutory income tax rate can be reconciled

as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax at statutory rate of 34%

 

$

1,379

 

 

$

(11,402

)

 

$

3,648

 

Tax at statutory rate

 

$

1,321

 

 

$

476

 

 

$

1,379

 

State tax, net of federal benefit

 

 

212

 

 

 

47

 

 

 

409

 

 

 

121

 

 

 

(12

)

 

 

212

 

Non-taxable income

 

 

(573

)

 

 

(495

)

 

 

(576

)

 

 

(250

)

 

 

(300

)

 

 

(573

)

Non-deductible expenses

 

 

971

 

 

 

13,465

 

 

 

686

 

 

 

720

 

 

 

607

 

 

 

971

 

Change in estimate primarily related to foreign taxes

 

 

(69

)

 

 

46

 

 

 

192

 

 

 

100

 

 

 

(767

)

 

 

(69

)

Change in estimate primarily related to U.S. federal taxes

 

 

 

 

 

 

 

 

178

 

Change in valuation allowance related to U.S. federal taxes

 

 

(629

)

 

 

4,154

 

 

 

 

Tax credits

 

 

(289

)

 

 

(552

)

 

 

(253

)

 

 

(164

)

 

 

(389

)

 

 

(289

)

Enactment of the Tax Cuts and Jobs Act

 

 

1,704

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,704

 

GILTI

 

 

376

 

 

 

662

 

 

 

 

Foreign rate differential

 

 

(164

)

 

 

(46

)

 

 

69

 

 

 

531

 

 

 

608

 

 

 

(164

)

Other, net

 

 

80

 

 

 

39

 

 

 

(134

)

 

 

38

 

 

 

47

 

 

 

80

 

Total tax

 

$

3,251

 

 

$

1,102

 

 

$

4,219

 

 

$

2,164

 

 

$

5,086

 

 

$

3,251

 

Effective income tax rate

 

 

80.1

%

 

 

(3.3

)%

 

 

39.3

%

 

 

34.4

%

 

 

224.2

%

 

 

80.1

%

The Company’s effective tax rate (ETR) is calculated based upon the full year's operating results, and various tax related items. The Company’s normal ETR ranges from 38% to 40%. The ETR in 2017 was 80.1%, while the 2016 ETR was (3.3)%.

 

The ETR was higher thanin 2019 primarily due to non-deductible acquisition costs related to the normal rangeTech-IT and Soft Company acquisitions.

The ETR was higher in 2018 primarily due to the recording of a valuation allowance against the Company’s US deferred tax assets and GILTI. This additional tax expense was partially offset by a non-taxable life insurance gain, the Tax Cuts and Jobs Act which reduced the US federal corporate tax rate to 21%, and tax benefits for the Work Opportunity Tax Credit (WOTC) and Research and Development tax credit (R&D).

The ETR was higher in 2017 primarily due to the effects of the Tax Cuts & Jobs Act which resulted in the Company reducing its U.S. deferred tax assets by $1.7 million and the adoption of ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which required the Company to record approximately $0.3 million in 2017 of additional tax expense for shortfalls that would previously have been recorded to capital in excess of par value on the Company’s consolidated balance sheet. This additional tax expense was partially offset by tax benefits for the Work Opportunity Tax Credit (WOTC) and Research and Development tax credit (R&D).

The ETR was lower than the normal range in 2016 primarily due to the non-deductible goodwill impairment charges totaling $37.3 million in the 2016 first and third quarters, and also due to the extension of the Work Opportunity Tax Credit (WOTC) and the Research and Development tax credit (R&D) which were renewed by the U.S. federal government in the 2015 fourth quarter and were effective for all of 2016.  These credits totaled approximately $0.6 million.  

The expected relationship between foreign income before taxes and the foreign provision for income taxes differs from the actual relationship above in 2016 and 2015 as a result of certain foreign losses incurred for which no tax benefit has been recognized. Management has determined that it is unclear whether operations in those jurisdictions will produce

4552


taxable income in future years sufficient to realize the benefit of the losses in those jurisdictions. In addition, certain costs deducted for financial statement purposes are not deductible for tax purposes in some foreign jurisdictions, such as various employee benefit costs, resulting in a substantial increase to foreign taxable income.

The Company’s deferred tax assets and liabilities at December 31, 20172019 and 20162018 consist of the following:

 

December 31,

 

2017

 

 

2016

 

 

2019

 

 

2018

 

(amounts in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred compensation

 

$

4,348

 

 

$

6,735

 

 

$

4,832

 

 

$

4,025

 

Loss and credit carryforwards

 

 

1,362

 

 

 

1,568

 

 

 

725

 

 

 

1,735

 

Accruals deductible for tax purposes when paid

 

 

247

 

 

 

403

 

 

 

166

 

 

 

189

 

State taxes

 

 

580

 

 

 

558

 

Depreciation

 

 

15

 

 

 

63

 

 

 

81

 

 

 

30

 

Allowance for doubtful accounts

 

 

15

 

 

 

150

 

State taxes

 

 

556

 

 

 

593

 

Unrealized gain

 

 

232

 

 

 

184

 

Leases

 

 

5,444

 

 

 

 

Other

 

 

24

 

 

 

24

 

 

 

23

 

 

 

31

 

Gross deferred tax assets

 

 

6,567

 

 

 

9,536

 

 

 

12,083

 

 

 

6,752

 

Deferred tax asset valuation allowance

 

 

(2,505

)

 

 

(2,650

)

 

 

(5,695

)

 

 

(5,590

)

Gross deferred tax assets less valuation allowance

 

 

4,062

 

 

 

6,886

 

 

 

6,388

 

 

 

1,162

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

(229

)

 

 

 

Amortization

 

 

(2,189

)

 

 

(1,433

)

Depreciation

 

 

(378

)

 

 

(393

)

Leases

 

 

(5,444

)

 

 

 

Deferred compensation

 

 

(25

)

 

 

(201

)

Gross deferred tax liabilities

 

 

(229

)

 

 

 

 

 

(8,036

)

 

 

(2,027

)

Net deferred tax assets

 

$

3,833

 

 

$

6,886

 

Net deferred tax liabilities

 

$

(1,648

)

 

$

(865

)

Net deferred tax assets and liabilities are recorded as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net non-current assets

 

$

3,861

 

 

$

6,886

 

 

$

453

 

 

$

767

 

Net non-current liabilities

 

 

(28

)

 

 

 

 

 

(2,101

)

 

 

(1,632

)

Deferred tax assets, net of deferred tax liabilities

 

$

3,833

 

 

$

6,886

 

Net deferred tax liabilities

 

$

(1,648

)

 

$

(865

)

The significant decrease in net deferred tax assets is due to the Tax Act, which resulted in the Company reducing its U.S. deferred tax assets by $1.7 million. In assessing the realizability of deferred tax assets, management considers, within each taxing jurisdiction, whether it is more likely than not that all or some portion of the deferred tax assets will be realized, or that a valuation allowance is required. Management considers all available evidence, both positive and negative, in assessing realizability of its deferred tax assets. A key component of this assessment is management’s critical evaluation of current and future impacts of business and economic factors on the Company’s ability to generate future taxable income. Factors that may affect the Company’s ability to generate taxable income include, but are not limited to:to increased competition, a decline in revenue or margins, a loss of market share, the availability of qualified professional staff, and a decrease in demand for the Company’s services. The Company elected to use the incremental cash tax savings approach when considering GILTI in its assessment of the realizability of its U.S. deferred tax assets. Based on the Company’s longrecent history of profitabilityU.S. losses for tax purposes, including a cumulative three-year loss in the U.S. as of December 31, 2019, and expecteduncertain profitability in future years and assessment of the factors discussed above, management has determined that it is more likely than not that it will not realize its U.S. deferred tax assets, and accordingly noa full valuation allowance has been recorded against these assets. Additionally, management has determined that a valuation allowances areallowance is required against its UK, Netherlands deferred taxes and Indiasome of its Belgium deferred taxes.tax assets. The total valuation allowance recorded against these deferred tax assets is $2.4$5.7 million, a decreasenet increase of $0.2$0.1 million during the year.year, which was recorded as income tax expense in the consolidated statement of operations.

The Company has various U.S. state net operating loss carryforwards of $0.2$3.9 million, which begin to expire in 2021 and has recorded a valuation allowance of $0.1 million against these assets. The Company has U.S. federal credit carryovers of $0.3 million, which expire in 2037.2021. The Company has net operating loss carryforwards in the Netherlands, United Kingdom, and Belgium of $0.5$0.4 million, $3.9$1.6 million, and $0.2$0.3 million, respectively. The carryforwards in the Netherlands expire between 20182020 and 2024,2025, and the carryforwards in the United Kingdom and Belgium have no expiration date.

The Company files income tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years prior to 2014.2016.

46


At December 31, 2017,2019, the Company believes it has adequately provided for its tax-related liabilities, and that no reserve for unrecognized tax benefits is necessary. No significant change in the total amount of unrecognized tax benefits is expected within the next twelve months. The Company recognizes accrued interest and penalties related to

53


unrecognized tax benefits (if any) in tax expense, as applicable. At December 31, 2017,2019 and 2018, the Company had no0 accrual for the payment of interest and penalties.

At December 31, 2017,The Company has not recorded a U.S. deferred tax liability for the undistributed earningsexcess book basis over the tax basis of the Company’sits investments in foreign subsidiaries are consideredas these amounts continue to be indefinitely reinvested and, accordingly, no provision for taxes has been provided thereon. Given the complexities of thein foreign tax credit calculations, it is not practicable to compute the tax liability that would be due upon distribution of those earnings in the form of dividends or liquidation or sale of the foreign subsidiaries.

During 2017, the Company recorded approximately $0.3 million of additional tax expense for tax shortfalls that would previously have been recorded in excess of par value. In 2016 and 2015, the Company recorded tax expense (benefit) to capital in excess of par value in the amounts of $0.2 million and $(0.4) million, respectively. These tax benefits have also been recognized in the consolidated balance sheets as an increase (reduction) of income taxes payable.operations.

Net income tax payments during 2019, 2018, and 2017 2016, and 2015 totaled $1.6$2.5 million, $2.1 million, and $2.2$1.6 million, respectively.

 

6.

Lease Commitments

At December 31, 2017, theThe Company wasis obligated under a number of long-term operating leases somefor office space and office equipment, and for automobiles leased in Europe. On January 1, 2019, the Company adopted Topic 842 using the modified retrospective transition approach and elected the transition method to apply the new lease standard as of whichthe January 1, 2019 adoption date. Results for the reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting under Topic 840.

Most leases contain both lease components (fixed payments for rent) and non-lease components (common-area maintenance and other services). The Company has elected the practical expedient to separate lease and non-lease components for its office leases and has elected to group lease and non-lease components for its vehicle leases. Some leases contain renewal options with escalation clauses commensurate with local market fluctuations, however, generally limiting an annual increase to no more than 5.0% of the existing lease payment. The exercise of lease renewal options is at the Company’s sole discretion. The Company has excluded renewal options in the measurement of right-of-use assets and lease liabilities if they are not reasonably certain of exercise.

Minimum future obligations under suchOperating leases are included in the right-of-use lease assets, short-term lease liabilities, and long-term lease liabilities on the consolidated balance sheet. The Company measures the operating lease liabilities at lease commencement date based on the present value of remaining lease payments using the rate implicit in the lease when readily determinable, or the Company’s secured incremental borrowing rate. The Company has made an accounting policy election not to recognize a lease liability or right-of-use asset for leases with a lease term of twelve months or less and do not include an option to purchase the underlying asset. The Company recognizes lease expense on a straight-line basis over the lease term and variable lease expense in the period incurred. Variable lease cost consists primarily of common-area maintenance, insurance, and taxes, which are paid based on actual costs incurred by the lessor. Operating lease cost for 2019 and 2018 was $6.8 million and $6.6 million, respectively. The Company incurred variable lease cost of $0.6 million and $0.5 million, and short-term lease cost of $0.5 million and $0.6 million in 2019 and 2018, respectively.

Maturities for the Company’s lease liabilities for all operating leases as of December 31, 20172019 are summarized as follows:

 

Year

 

Total Operating Leases

 

(amounts in thousands)

 

 

 

 

 

 

 

 

2018

 

$

4,610

 

2019

 

 

2,719

 

2020

 

 

1,768

 

 

$

5,979

 

2021

 

 

1,129

 

 

 

4,696

 

2022

 

 

613

 

 

 

3,255

 

Later years

 

 

430

 

Minimum future obligations

 

$

11,269

 

2023

 

 

2,257

 

2024

 

 

1,485

 

2025 & thereafter

 

 

4,828

 

Total undiscounted operating lease payments

 

 

22,500

 

Less: Interest

 

 

(1,247

)

Total present value of operating lease liabilities

 

$

21,253

 

 

The operatingweighted average remaining lease obligations relate to the rental of office space, office equipment,term and automobiles leased in Europe. Total rental expense under suchdiscount rate for all operating leases for 2017, 2016, and 2015 was approximately $5.9 million, $5.7 million, and $6.1 million, respectively.

as of December 31, 2019 are as follows:

 

December 31, 2019

Weighted average remaining lease term (years)

6.51

Weighted average remaining discount rate

2.17

%

54


An initial right-of-use asset of $13.1 million was recognized as a non-cash asset addition upon adoption of Topic 842. Supplemental cash flow information related to the Company’s operating leases for 2019 is as follows:

(amounts in thousands)

December 31, 2019

Cash paid for amounts included in the measurement of lease liabilities

Operating cash outflow from operating leases

6,838

Right-of-use assets obtained in exchange for new operating lease liabilities

11,080

As of December 31, 2018 minimum obligations under operating leases were as follows (as reported under Topic 840):

(amounts in thousands)

 

 

 

 

2019

 

$

5,586

 

2020

 

 

4,420

 

2021

 

 

3,050

 

2022

 

 

2,166

 

2023

 

 

1,411

 

Later years

 

 

1,192

 

Minimum future obligations

 

$

17,825

 

7.

Deferred Compensation Benefits

The Company maintains a non-qualified defined-benefit Executive Supplemental Benefit Plan (ESBP) that provides certain former key executives with deferred compensation benefits, based on years of service and base compensation, payable during retirement. The plan was amended as of November 30, 1994, to freeze benefits for the participants in the plan at that time.

The Company also retained certain potential obligations related to a contributory defined-benefit plan for its previous employees located in the Netherlands (NDBP) when the Company disposed of its subsidiary, CTG Nederland, B.V. Benefits paid are a function of a percentage of career average pay. This plan was curtailed for additional contributions in January 2003.

During 2017, theThe Company determined that itsalso maintains a fully funded pension plan related to CTG Belgium and CTG Health Solutions (Belgium) employees (BPP), which(BDBP). This is a plan with active employees and the Company had historically accounted for asexpects to make future contributions.

As a defined contribution plan, should have been reported as a defined benefit plan. The impactresult of the erroracquisition of Soft Company on February 15, 2018, the historical financial statements was immaterial.Company maintains an unfunded pension plan related to the current Soft Company employees (FDBP). The Company recorded an increasedid not make contributions to noncurrent assetsthis plan in 2019 and an offsetting adjustment primarilydoes not anticipate making contributions to direct costs of approximately $0.3 million,the plan in 2020. NaN benefit payments were made in 2019 and an increaseNaN are expected to be paid in income tax expense and deferred tax liabilities of approximately $0.1 million to correct the accounting during the 2017 third quarter.2020.

47


Net periodic pension cost for the years ended December 31, 2019, 2018, and 2017 2016, and 2015 for all of the plans is as follows:

 

Net Periodic Pension Cost

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

(amounts in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

$

263

 

 

$

-

 

 

$

-

 

 

$

330

 

 

$

340

 

 

$

263

 

Interest cost

 

$

553

 

 

$

483

 

 

$

464

 

 

 

583

 

 

 

581

 

 

 

553

 

Expected return on assets

 

$

(597

)

 

$

(286

)

 

$

(286

)

 

 

(612

)

 

 

(650

)

 

 

(597

)

Amortization of actuarial loss

 

$

328

 

 

$

292

 

 

$

395

 

 

 

190

 

 

 

287

 

 

 

328

 

Net periodic pension cost

 

$

547

 

 

$

489

 

 

$

573

 

 

$

491

 

 

$

558

 

 

$

547

 

 

55


The change in benefit obligation and reconciliation of fair value of plan assets for the years ended December 31, 20172019 and 20162018 for the ESBP, NDBP, BDBP, and BPPFDBP plans are as follows:  

 

Changes in Benefit Obligation

 

2017

 

 

2016

 

 

2019

 

 

2018

 

(amounts in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Benefit obligation at beginning of period

 

$

28,460

 

 

$

27,541

 

 

$

27,597

 

 

$

29,498

 

Service cost

 

 

330

 

 

 

343

 

Interest cost

 

 

552

 

 

 

483

 

 

 

583

 

 

 

580

 

Benefits paid

 

 

(1,053

)

 

 

(839

)

 

 

(862

)

 

 

(711

)

Acquisition

 

 

 

 

 

350

 

Actuarial loss (gain)

 

 

(1,567

)

 

 

1,797

 

 

 

3,310

 

 

 

(821

)

Effect of exchange rate changes

 

 

3,105

 

 

 

(522

)

 

 

(329

)

 

 

(1,642

)

Benefit obligation at end of period

 

 

29,497

 

 

 

28,460

 

 

 

30,629

 

 

 

27,597

 

Reconciliation of Fair Value of Plan Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of plan assets at beginning of period

 

 

15,378

 

 

 

15,564

 

 

 

17,403

 

 

 

17,690

 

Actual return on plan assets

 

 

69

 

 

 

221

 

 

 

610

 

 

 

365

 

Employer contributions

 

 

1,152

 

 

 

691

 

 

 

1,145

 

 

 

1,181

 

Benefits paid

 

 

(1,052

)

 

 

(839

)

 

 

(855

)

 

 

(1,008

)

Effect of exchange rate changes

 

 

2,142

 

 

 

(259

)

 

 

(224

)

 

 

(825

)

Fair value of plan assets at end of period

 

 

17,689

 

 

 

15,378

 

 

 

18,079

 

 

 

17,403

 

Accrued benefit cost

 

$

11,808

 

 

$

13,082

 

 

$

12,550

 

 

$

10,194

 

 

Accrued benefit cost for the ESBP, NDBP, BDBP, and BPPFDBP is included in the consolidated balance sheet as follows:

 

 

ESBP

 

 

NDBP

 

 

BPP

 

 

ESBP

 

 

NDBP

 

 

BDBP

 

 

FDBP

 

As of December 31, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

$

 

 

$

 

 

$

96

 

 

$

 

 

$

 

 

$

95

 

 

$

 

Current liabilities

 

$

659

 

 

$

 

 

$

 

 

$

555

 

 

$

 

 

$

 

 

$

 

Non-current liabilities

 

$

5,750

 

 

$

5,495

 

 

$

 

 

$

4,635

 

 

$

7,099

 

 

$

 

 

$

356

 

Discount rates:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Benefit obligation

 

 

3.06

%

 

 

1.80

%

 

 

1.62

%

 

 

2.60

%

 

 

0.90

%

 

 

0.85

%

 

 

0.80

%

Net periodic pension cost

 

 

3.41

%

 

 

1.30

%

 

 

1.65

%

 

 

3.76

%

 

 

1.90

%

 

 

0.85

%

 

 

1.60

%

Salary increase rate

 

 

%

 

 

%

 

 

1.85

%

 

 

%

 

 

%

 

 

3.65

%

 

 

1.75

%

Expected return on plan assets

 

 

%

 

 

4.00

%

 

 

3.25

%

 

 

%

 

 

4.00

%

 

 

3.25

%

 

 

%

As of December 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

$

 

 

$

 

 

$

84

 

 

$

 

 

$

 

 

$

92

 

 

$

 

Current liabilities

 

$

651

 

 

$

 

 

$

 

 

$

581

 

 

$

 

 

$

 

 

$

 

Non-current liabilities

 

$

6,149

 

 

$

6,366

 

 

$

 

 

$

4,596

 

 

$

4,747

 

 

$

 

 

$

363

 

Discount rates:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Benefit obligation

 

 

3.41

%

 

 

1.30

%

 

 

1.65

%

 

 

3.76

%

 

 

1.90

%

 

 

1.75

%

 

 

1.60

%

Net periodic pension cost

 

 

3.51

%

 

 

2.00

%

 

 

1.65

%

 

 

3.06

%

 

 

1.80

%

 

 

1.65

%

 

 

1.45

%

Salary increase rate

 

 

%

 

 

%

 

 

1.85

%

 

 

%

 

 

%

 

 

1.80

%

 

 

1.75

%

Expected return on plan assets

 

 

%

 

 

4.00

%

 

 

3.25

%

 

 

%

 

 

4.00

%

 

 

3.25

%

 

 

%

 

4856


For the ESBP, the accumulated benefit obligation at December 31, 20172019 and 20162018 was $6.4 million and $6.8 million, respectively.$5.2 million. The amounts included in other comprehensive loss relating to the pension loss adjustment in 20172019 and 2016,2018, net of tax, were both approximately $(0.4)$(0.3) million.The discount rate used in 20172019 was 3.06%2.60%, which is reflective of a series of bonds that are included in the Moody’s AaAA long-term corporate bond yield whose cash flow approximates the payments to participants under the ESBP for the remainder of the plan. This rate was a decrease of 35116 basis points from the rate used in the prior year and resulted in an increase in the plan’s liabilities of approximately $0.15less than $0.1 million. Benefits paid to participants are funded by the Company as needed, and are expected to total approximately $0.7$0.6 million in 2018.2020. The plan is deemed unfunded as the Company has not specifically identified Company assets to be used to discharge the deferred compensation benefit liabilities. The Company has purchased insurance on the lives of certain plan participants in amounts considered sufficient to reimburse the Company for the costs associated with the plan for those participants. The Company does not anticipate making contributions to the plan other than for current year benefit payments as required in 20182020 or future years.

For the NDBP, the accumulated benefit obligation at December 31, 20172019 and 20162018 was $13.4$14.5 million and $13.3$12.2 million, respectively. The discount rate used in 20172019 was 1.80%0.90%, which is reflective of a series of corporate bonds whose cash flow approximates the payments to participants under the NDBP for the remainder of the plan. This rate was an increasea decrease of 50100 basis points from the rate used in the prior year due to changesyear. The decrease in the economic environment in Europe,discount rate and foreign currency fluctuations resulted in a decreasean increase in the plan’s liabilities of $1.4$2.3 million in 2017.2019.

The assets for the NDBP are held by Aegon, a financial services firm located in the Netherlands. The Company maintains a contract with Aegon to insure future benefit payments of the NDBP; however, due to certain terms of the agreement and potential obligations to the Company, the NDBP has not been settled.  The benefit payments to be made in 20182020 are expected to be paid by Aegon from plan assets. The assets for the plan are included in a general portfolio of government bonds, a portion of which is allocated to the NDBP based upon the estimated pension liability associated with the plan. The fair market value of the plan’s assets equals the contractual value of the NDBP in any given year. The fair value of the assets is determined using a Level 3 methodology (see noteNote 1 “Summary of Significant Accounting Policies—Fair Value”). In 20172019 and 2016,2018, the plan investments had a targeted minimum return of 4.0%, which is consistent with historical returns and the 4.0% return guaranteed to the participants of the plan. Aegon intends to maintain the current investment strategy of investing plan assets solely in government bonds in 2018.2020.

For the BPP,BDBP, the accumulated benefit obligation at December 31, 20172019 and 20162018 was $9.7$10.6 million and $8.4$9.8 million, respectively. The discount rate used in 20172019 was 1.62%0.85%, which is reflective of a series of corporate bonds whose cash flowsflow approximates the payments to participants under the BPPBDBP for the remainder of the plan. This rate was a decrease of 390 basis points from the rate used in the prior year. The decrease in the discount rate and foreign currency fluctuations resulted in an increase in the plan’s liabilities of $0.7 million in 2019.

The assets for the BDBP are held by Allianz afor the CTG Belgium plan and by Vivium for the CTG Health Solutions (Belgium) plan, both financial services firmfirms are located in Belgium. The Company maintains a contract with Allianz to insure future benefit payments of the BDBP. Contributions made by the Company to Allianz and Vivium are based on employees’ current salaries. The benefit payments to be made in 20182020 are expected to be paid by Allianz and Vivium from plan assets. The assets for the plan are included in the overall portfolio of assets held by Allianz.Allianz and Vivium. The fair market value of the plan’s assets equals the contractual value of the BDBP in any given year (which is the mathematical reserve held by Allianz)Allianz and Vivium). The fair value of the assets is determined using a Level 3 methodology (see noteNote 1 “Summary of Significant Accounting Policies—Fair Value”). Allianz doesand Vivium do not guarantee a minimum return on the plan investments, whereas Belgian law sets a minimum return to be guaranteed to the participants of the plan.

For the FDBP, the accumulated benefit obligation at December 31, 2019 and 2018 was $0.3 million. The amounts included in other comprehensive loss relating to the pension loss adjustment in 2019 and 2018, were both less than $(0.1) million. The discount rate used in 2019 was 0.80%, which is reflective of a series of corporate bonds whose cash flows approximates the payments to participants under the FDBP for the remainder of the plan. This rate was a decrease of 80 basis points from the rate used in the prior year. The plan is deemed unfunded as the Company has not specifically identified Company assets to be used to discharge the deferred compensation benefit liabilities.

57


Anticipated benefit payments for the ESBP, NDBP, BDBP, and BPPFDBP expected to be paid in future years are as follows:

 

 

 

 

 

 

 

 

 

(amounts in thousands)

 

 

 

 

 

 

 

 

2018

 

$

888

 

2019

 

 

920

 

2020

 

 

922

 

 

$

821

 

2021

 

 

1,085

 

 

 

976

 

2022

 

 

1,075

 

 

 

920

 

2023 - 2027

 

 

5,351

 

2023

 

 

849

 

2024

 

 

917

 

2025 - 2029

 

 

5,129

 

Total

 

$

10,241

 

 

$

9,612

 

 

For the ESBP, NDBP, BDBP, and BPP,FDBP, the amounts included in accumulated other comprehensive loss, net of tax, that have not yet been recognized as components of net periodic benefit cost as of December 31, 20172019 are $1.4$1.2 million, $6.1$7.5 million, $0.8 million, and $0.3less than $(0.1) million, respectively, for unrecognized actuarial losses.losses (gains). The amounts included in accumulated other

49


comprehensive loss, net of tax, that had not yet been recognized as components of net periodic benefit cost as of December 31, 20162018 were $1.4$0.9 million, $5.2 million, $0.7 million, and $6.9 million, and $0.0less than $0.1 million, respectively, also for unrecognized actuarial losses.

The amounts recognized in other comprehensive income, (loss), net of tax, for 2017, 2016,2019, 2018, and 2015,2017, which primarily consist of an actuarial gain (loss) related to year-over-year changes in the discount rate, totaled $0.6$2.8 million, $(1.4)$0.9 million, and $2.8$0.6 million, (primarily due to the decrease in the discount rate for the NDBP), respectively. Net periodic pension benefit (cost), and the amounts recognized in other comprehensive loss, net of tax, for the ESBP, NDBP, BDBP, and BPPFDBP for 2019, 2018, and 2017 2016, and 2015 totaled $0.1$3.3 million, $(1.8)$0.3 million, and $2.3$0.1 million, respectively.

The amounts in accumulated other comprehensive loss expected to be recognized as components of net periodic benefit cost during 20182019 for the ESBP, NDBP, BDBP, and BPPFDBP for unrecognized actuarial losses total $0.3$0.2 million.

The Company also maintains the Key Employee Non-Qualified Deferred Compensation Plan for certain key executives. Company contributions to this plan, if any, are based on annually defined financial performance objectives. There were 0 contributions to the plan in 2019 for amounts earned in 2018, 0 contributions to the plan in 2018 for amounts earned in 2017, and $0.1 million in contributions to the plan in 2017 for amounts earned in 2016, $0.2 million in contributions to the plan in 2016 for amounts earned in 2015, and $0.1 million in contributions to the plan in 2015 for amounts earned in 2014.2016. The Company anticipatesdoes not anticipate making contributions in 2018 totaling approximately $0.1 million2020 to this plan for amounts earned in 2017.2019. The investments in the plan are included in the total assets of the Company, and are discussed in note 3,Note 1, “Investments.” Participants in the plan have the ability to purchase stock units from the Company at current market prices using their available investment balances within the plan. In return for the funds received, the Company releases shares out of treasury stock equivalent to the number of share units purchased by the participants. These shares of common stock are not entitled to any voting rights, but will receive dividends in the event any are paid. The shares are being held by the Company, and will be released to the participants as prescribed by their payment elections under the plan.

The Company maintains the Non-Employee Director Deferred Compensation Plan for its non-employee directors. CashWhile 0 cash contributions were made to the plan for certain of thesethe directors during 2019 or 2018, contributions were made totaling approximately $0.5 million in 2017, $0.4 million in 20162017.  During 2018 and $0.5 million in 2015.2019, the Directors were granted shares out of the Company’s 2010 Equity Award Plan which were deposited into this plan. At the time the cash contributions were made in 2017, the non-employee directors elected to purchase stock units from the Company at current market prices using their available investment balance within the plan. Consistent with the Key Employee Non-Qualified Deferred Compensation Plan, in return for funds received, the Company released shares out of treasury stock equivalent to the number of share units purchased by the participants. These shares of common stock are not entitled to any voting rights, but will receive dividends in the event any are paid. The shares are being held by the Company, and will be released to the participants as prescribed by their payment elections under the plan.

 

8.

Employee Benefits

401(k) Profit-Sharing Retirement Plan

The Company maintains a contributory 401(k) profit-sharing retirement plan covering substantially all U.S. employees. At itsPreviously, at the Company’s discretion, the Company may match up to 50% of the first 6% of eligible wages contributed by the participants.participants was matched. This match was indefinitely suspended as of January 1, 2017. There were 0 Company contributions net of forfeitures, which currently consist of cashin 2019, 2018 and may include the Company’s stock, were funded and charged to operations in the amounts of $0.0 million, $2.0 million, and $3.0 million for 2017, 2016, and 2015, respectively.2017.

58


Other Retirement Plans

The Company maintains various other defined contribution retirement plans covering substantially all of the remaining European employees. Company contributions charged to operations were $0.2$0.3 million in 2017, $0.1 million in 2016,2019 and $0.2 million in 2015.both 2018 and 2017.

Employee Health Insurance

The Company provides various health insurance plans for its employees, including a self-insured plan for its salaried and hourly employees in the U.S. In 2015, the Company began offering compliant healthcare coverage as required under The Patient Protection and Affordable Care Act (PPACA). Where possible, the Company has passed the cost of this coverage on to its customersclients where the employees that elect this coverage are engaged.

 

50


9.

Shareholders’ Equity

Employee Stock Purchase Plan

Under the Company’s First Employee Stock Purchase Plan (ESPP), employees may apply up to 10% of their compensation to purchase the Company’s common stock. Shares are purchased at the closing market price on the business day preceding the date of purchase. As of December 31, 2017,2019, approximately 107,00054,000 shares remain unissued under the ESPP. During 2019, 2018, and 2017, 2016,approximately 32,000, 21,000, and 2015, approximately 29,000 44,000, and 37,000 shares, respectively, were purchased under the ESPP at an average price of $5.29, $4.91,$4.57, $5.87, and $7.38$5.29 per share, respectively.

Stock Trusts

The Company previously maintained a Stock Employee Compensation Trust (SECT) to provide funding for existing employee stock plans and benefit programs. Shares of the Company’s common stock were purchased by and released from the SECT by the trustee of the SECT at the request of the compensation committee of the Board of Directors. During 2016, the SECT was dissolved, and all shares remaining in the SECT, totaling approximately 2.7 million shares, were transferred into treasury stock. There were 503,000 and 98,000 shares, respectively, released by the SECT during 2016 (prior to the dissolution of the SECT) and 2015. No shares were purchased by the SECT during 2017, 2016, and 2015, and previously there were 3.2 million shares in the SECT at December 31, 2015.

The Company created an Omnibus Stock Trust (OST) to provide funding for various employee benefit programs. Shares of the Company’s common stock are released from the OST by the trustee at the request of the compensation committee of the Board of Directors. The OST was also dissolved during 2016, and the remaining 59,000 shares were transferred into treasury stock. There were no shares purchased or released by the OST during 2017, 2016, or 2015, and previously there were 59,000 shares in the OST at December 31, 2015.

Preferred Stock

At December 31, 20172019 and 2016,2018, the Company had 2.5 million shares of par value $0.01 preferred stock authorized for issuance, but none0ne outstanding.

 

10.

Equity-Based Compensation

The Company issues stock options and restricted stock in exchange for employeeservices of key employees and director services.independent directors. In accordance with current accounting standards, the calculated cost of its equity-based compensation awards is recognized in the Company’s consolidated statements of incomeoperations over the period in which an employee or director is required to provide the services for the award. Compensation cost will not be recognized for employees or directors that do not render the requisite services. The Company recognizes the expense for equity-based compensation in its consolidated income statements of operations on a straight-line basis based upon the number of awards that are ultimately expected to vest.

Equity-based compensation expense, the corresponding tax benefit and net equity-based compensation expense for 2017, 2016,2019, 2018, and 20152017 are as follows:

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

(amounts in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity-based compensation expense

 

$

1,059

 

 

$

1,626

 

 

$

1,317

 

 

$

1,748

 

 

$

2,353

 

 

$

1,059

 

Tax benefit

 

 

312

 

 

 

516

 

 

 

413

 

 

 

 

 

 

 

 

 

312

 

Net equity-based compensation expense

 

$

747

 

 

$

1,110

 

 

$

904

 

 

$

1,748

 

 

$

2,353

 

 

$

747

 

 

On May 12, 2010, the shareholders approved the Company’s 2010 Equity Award Plan (2010 Plan). Under the provisions of the 2010 Plan, stock options, restricted stock, stock appreciation rights, and other awards may be granted or awarded to key employees and independent directors of the Company, as well as non-employees. The compensation committee of the Board of Directors determines the nature, amount, pricing and vesting of the grants or awards. All options and awards remain in effect until the earliest of the expiration, exercise, or surrender date. Options generally become exercisable in three or four equal installments, typically beginning one year from the date of grant, and expire no more than 15 years from the date of grant. A total of 3,750,000 shares may be granted or awarded under the 2010 plan, 2,200,0001,350,000 of which are available for grant as of December 31, 2017.2019.

59


On April 26, 2000, the shareholders approved the Company’s 2000 Equity Award Plan (Equity Plan). Under the provisions of the Equity Plan, stock options, restricted stock, stock appreciation rights, and other awards could previously

51


be granted or awarded to key employees and independent directors of the Company. The compensation committee of the Board of Directors determined the nature, amount, pricing, and vesting of the grants or awards. All options and awards remain in effect until the earlier of the expiration, exercise, or surrender date. Options generally become exercisable in three or four equal annual installments, typically beginning one year from the date of grant, and expire no more than 15 years from the date of grant. In certain limited instances, options granted at fair market value were expected to vest nine and one-half years from the date of grant. There are no0 shares or options available for grant under this plan as of December 31, 2017.2019.

Under the Company’s 1991 Restricted Stock Plan, a total of 800,000 shares of restricted stock may be granted to certain key employees, 4,00018,000 of which are available for grant as of December 31, 2017.2019.

The Company granted 23,60026,500 stock options during 2019 from the 2017 fourth quarter. The options have a fair value of $1.43 per share using a Black-Scholes valuation model. The assumptions used to calculate that fair value include the price on date of grant of $4.98, an expected life of 3.7 years, expected volatility of 34.5%, an expected dividend yield of zero, and a risk free rate of 2.0%.2010 Equity Award Plan. The options vest ratably over three years, and are being expensed over that period. The Company also granted 24,900There were 0 other stock options granted during the 2017 second quarter. Both option grants were granted from the 2010 Equity Award Plan.

2019.The Company utilizes the Black-Scholes option-pricing model to estimate the fair value of stock options granted on the date of grant. The per-option weighted-average fair value on the date of grant of stock options granted in 2019, 2018, and 2017 2016,was $1.26, $1.91, and 2015 was $1.64, $0.96, and $2.17, respectively.

The fair value of the options at the date of grant was estimated using the following weighted-average assumptions for the years ended December 31, 2017, 2016,2019, 2018, and 2015:2017:

 

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

Expected life (years)

 

 

3.9

 

 

 

4.2

 

 

 

4.4

 

 

 

3.7

 

 

 

3.7

 

 

 

3.9

 

Dividend yield

 

 

0.0

%

 

 

4.8

%

 

 

3.2

%

 

 

0.0

%

 

 

0.0

%

 

 

0.0

%

Risk-free interest rate

 

 

1.9

%

 

 

1.2

%

 

 

1.4

%

 

 

2.2

%

 

 

2.4

%

 

 

1.9

%

Expected volatility

 

 

35.8

%

 

 

36.2

%

 

 

44.2

%

 

 

36.1

%

 

 

34.9

%

 

 

35.8

%

 

The Company used historical volatility calculated using daily closing prices for its common stock over periods that equal the expected term of the options granted to estimate the expected volatility for the grants made in 2015, 2016,2019, 2018, and 2017. The risk-free interest rate assumption was based upon U.S. Treasury yields appropriate for the expected term of the Company’s stock options based upon the date of grant. The expected term of the stock options granted was based upon the options expected vesting schedule and historical exercise patterns. The Company did not0t pay a dividend in 2019, 2018, or 2017, and does not anticipate paying a dividend in the future. The expected dividend yield in 2016 and 2015 was based upon the Company’s recent history of paying dividends since 2013, and the expectation of paying dividends in the foreseeable future at the time of the grant.

During 2015, 2016,2019, 2018, and 2017, the Company issued restricted stock to certain key employees. The stock vests over a period of three or four years, with 25% or 33% of the stock issued vesting one year from the date of grant, and another 25% or 33% vesting each year thereafter until the stock is fully vested. The Company is recognizing compensation expense for these shares ratably over the expected term of the restricted stock, which is three or four years. In the event the Company issued stock to its independent directors, the stock vests at retirement. As the independent directors are eligible for retirement from the Company’s Board of Directors at any point in time, the Company will recognize the expense associated with these shares on the date of grant. The shares of restricted stock issued are considered outstanding, can be voted, and are eligible to receive dividends, if any are paid. However, the restricted shares do not include a non-forfeitable right for the holder to receive dividends and none will be paid in the event the awards do not vest. Accordingly, only vested shares of outstanding restricted stock are included in the calculation of basic earnings per share.

During 2017,2019, the Company granted 196,015217,542 shares with a market condition to senior management.management from the 2010 Equity Award Plan. The closing price of the Company’s stock on that day was $5.75$4.93 per share. Under these grant agreements, the Company’s cumulative three-year non-GAAP earnings per share for the years 2019, 2020, and 2021 must equal or exceed $1.42 for 100% of the grants to vest. If the combined cumulative three-year non-GAAP earnings per share is 80% or more but less than 100% of the earnings per share target, a pro-rata portion of the grants shall vest. If at least 80% of the three-year non-GAAP earnings per share target is not met, the grants will expire. The performance share units have a fair value of approximately $1.1 million and the Company is expensing these grants over the derived service period. Of the 217,542 performance shares granted during 2019, 0 shares were canceled during 2019, and 217,542 shares were outstanding as of December 31, 2019.

During 2018, the Company granted 216,600 shares with a market condition to senior management from the 2010 Equity Award Plan. The closing price of the Company’s stock on that day was $8.18 per share. Under these grant agreements, the Company’s stock price must increase 50% to $8.63$12.27 for a 30-day period within a three-year period from

60


the date of grant for 50% of the grants to vest. The Company’s stock price must increase 100% to $11.50$16.36 for a 30-day period within a three-year period from the date of grant for the remaining 50% of the grants to vest.

For these performance grants, the price on the date of grants was $5.75$8.18 per share, the expected volatility was 36.2%34.5%, the expected dividend yield is zero,0, and the risk-free rate of return was 1.49%2.47%. Given these assumptions, the tranche of the grants that will vest with a 50% increase in the stock price have a value using a binomial model of $1.63$2.30 per

52


share, and a derived service period of 1.221.26 years.  For the tranche of the grants that will vest with a 100% increase in the stock price, the value of the shares is $0.95$1.30 per share and have a derived service period of 1.791.85 years. The Company is expensing these grants over the derived service period as noted for each tranche of a grant. Of the 196,015216,600 performance shares granted during 2017, 17,4002018, 88,300 shares were canceled during 2017,2019, and 178,615128,300 shares were outstanding as of December 31, 2017.2019.

As of December 31, 2017,2019, total remaining stock-based compensation expense for non-vested equity-based compensation was approximately $2.1$2.3 million, which is expected to be recognized on a weighted-average basis over the next 1615 months. Historically, the Company has issued shares out of treasury stock or the SECT to fulfill the share requirements from stock option exercises and restricted stock grants.

A summary of stock option activity under the 2010 Plan and Equity Plan is as follows:

 

 

2010 Plan

Options

 

 

Weighted-

Average

Exercise

Price

 

 

Equity Plan

Options

 

 

Weighted-

Average

Exercise

Price

 

 

2010 Plan

Options

 

 

Weighted-

Average

Exercise

Price

 

 

Equity Plan

Options

 

 

Weighted-

Average

Exercise

Price

 

Outstanding at December 31, 2014

 

 

631,846

 

 

$

15.89

 

 

 

1,868,597

 

 

$

4.82

 

Granted

 

 

282,500

 

 

$

7.51

 

 

 

 

 

$

 

Exercised

 

 

 

 

$

 

 

 

(473,472

)

 

$

4.66

 

Canceled or forfeited

 

 

(13,500

)

 

$

17.87

 

 

 

 

 

$

 

Expired

 

 

(80,375

)

 

$

13.49

 

 

 

(38,750

)

 

$

4.13

 

Outstanding at December 31, 2015

 

 

820,471

 

 

$

13.21

 

 

 

1,356,375

 

 

$

4.89

 

Granted

 

 

180,384

 

 

$

4.95

 

 

 

 

 

$

 

Exercised

 

 

 

 

$

 

 

 

(182,500

)

 

$

4.27

 

Canceled or forfeited

 

 

 

 

$

 

 

 

 

 

$

 

Expired

 

 

 

 

$

 

 

 

(2,950

)

 

$

5.79

 

Outstanding at December 31, 2016

 

 

1,000,855

 

 

$

11.72

 

 

 

1,170,925

 

 

$

4.98

 

 

 

1,000,855

 

 

$

11.72

 

 

 

1,170,925

 

 

$

4.98

 

Granted

 

 

48,500

 

 

$

5.38

 

 

 

 

 

 

 

 

 

 

48,500

 

 

$

5.38

 

 

 

 

 

$

 

Exercised

 

 

 

 

$

 

 

 

(232,750

)

 

$

4.09

 

 

 

 

 

$

 

 

 

(232,750

)

 

$

4.09

 

Canceled or forfeited

 

 

(17,350

)

 

$

9.73

 

 

 

 

 

$

 

 

 

(17,350

)

 

$

9.73

 

 

 

 

 

$

 

Expired

 

 

(144,950

)

 

$

9.73

 

 

 

(203,750

)

 

$

5.48

 

 

 

(144,950

)

 

$

9.73

 

 

 

(203,750

)

 

$

5.48

 

Outstanding at December 31, 2017

 

 

887,055

 

 

$

11.74

 

 

 

734,425

 

 

$

5.13

 

 

 

887,055

 

 

$

11.74

 

 

 

734,425

 

 

$

5.13

 

Options Exercisable at December 31, 2017

 

 

552,254

 

 

$

14.87

 

 

 

734,425

 

 

$

5.13

 

Granted

 

 

13,100

 

 

$

6.45

 

 

 

 

 

$

 

Exercised

 

 

(100,000

)

 

$

7.52

 

 

 

(286,875

)

 

$

4.67

 

Canceled or forfeited

 

 

 

 

$

 

 

 

 

 

$

 

Expired

 

 

 

 

$

 

 

 

 

 

$

 

Outstanding at December 31, 2018

 

 

800,155

 

 

$

12.18

 

 

 

447,550

 

 

$

5.42

 

Granted

 

 

26,500

 

 

$

4.20

 

 

 

 

 

$

 

Exercised

 

 

(45,096

)

 

$

4.95

 

 

 

(80,000

)

 

$

3.57

 

Canceled or forfeited

 

 

(50,325

)

 

$

6.97

 

 

 

(72,125

)

 

$

5.57

 

Expired

 

 

 

 

$

 

 

 

 

 

$

 

Outstanding at December 31, 2019

 

 

731,234

 

 

$

12.69

 

 

 

295,425

 

 

$

5.89

 

Options Exercisable at December 31, 2019

 

 

647,188

 

 

$

13.72

 

 

 

295,425

 

 

$

5.89

 

 

For 2017, 2016, and 2015,Under the 2010 Plan, there were no45,096 shares exercised under the 2010 plan.in 2019, 100,000 shares exercised in 2018, and there were 0 shares exercised in 2017. For 2017, 2016,2019, 2018, and 2015,2017, the intrinsic value of the options exercised under the Equity Plan was $0.1 million, $1.1 million, and $0.3 million, $0.3 million, and $1.6 million, respectively. At December 31, 2017, there were no options remaining outstanding under the 1991 Plan. There were no shares exercised under the 1991 Plan during 2017 and 2016. There were  127,000 shares exercised under the 1991 Plan during 2015. The intrinsic value of the shares exercised under the 1991 Plan in 2015 was $0.2 million.

5361


A summary of restricted stock activity under the 2010 Plan, the Equity Plan and the 1991 Restricted Stock Plan is as follows:

 

 

2010 Plan

Restricted

Stock

 

 

Weighted-

Average

Fair Value

 

 

Equity Plan

Restricted

Stock

 

 

Weighted-

Average

Fair Value

 

 

1991

Restricted

Stock Plan

 

 

Weighted-

Average

Fair Value

 

 

2010 Plan

Restricted

Stock

 

 

Weighted-

Average

Fair Value

 

 

Equity Plan

Restricted

Stock

 

 

Weighted-

Average

Fair Value

 

 

1991

Restricted

Stock Plan

 

 

Weighted-

Average

Fair Value

 

Outstanding at Dec. 31, 2014

 

 

11,700

 

 

$

16.93

 

 

 

141,500

 

 

$

5.04

 

 

 

173,233

 

 

$

16.70

 

Granted

 

 

68,848

 

 

$

7.36

 

 

 

 

 

$

 

 

 

116,000

 

 

$

7.50

 

Released

 

 

(2,924

)

 

$

16.93

 

 

 

 

 

$

 

 

 

(74,008

)

 

$

15.59

 

Canceled or forfeited

 

 

 

 

$

 

 

 

 

 

$

 

 

 

(25,700

)

 

$

16.92

 

Outstanding at Dec. 31, 2015

 

 

77,624

 

 

$

8.44

 

 

 

141,500

 

 

$

5.04

 

 

 

189,525

 

 

$

11.48

 

Granted

 

 

537,160

 

 

$

4.74

 

 

 

 

 

$

 

 

 

16,371

 

 

$

4.95

 

Released

 

 

(19,130

)

 

$

8.82

 

 

 

(80,000

)

 

$

4.97

 

 

 

(66,269

)

 

$

13.05

 

Canceled or forfeited

 

 

(188,736

)

 

$

4.97

 

 

 

 

 

$

 

 

 

(55,275

)

 

$

8.45

 

Outstanding at Dec. 31, 2016

 

 

406,918

 

 

$

5.14

 

 

 

61,500

 

 

$

5.13

 

 

 

84,352

 

 

$

10.96

 

 

 

406,918

 

 

$

5.14

 

 

 

61,500

 

 

$

5.13

 

 

 

84,352

 

 

$

10.96

 

Granted

 

 

292,342

 

 

$

5.66

 

 

 

 

 

 

 

 

 

57,900

 

 

$

5.75

 

 

 

292,342

 

 

$

5.66

 

 

 

 

 

 

 

 

 

57,900

 

 

$

5.75

 

Released

 

 

(101,960

)

 

$

5.39

 

 

 

(21,500

)

 

$

5.44

 

 

 

(32,823

)

 

$

14.41

 

 

 

(101,960

)

 

$

5.39

 

 

 

(21,500

)

 

$

5.44

 

 

 

(32,823

)

 

$

14.41

 

Canceled or forfeited

 

 

(90,264

)

 

$

5.11

 

 

 

 

 

 

 

 

 

(18,975

)

 

$

9.10

 

 

 

(90,264

)

 

$

5.11

 

 

 

 

 

 

 

 

 

(18,975

)

 

$

9.10

 

Outstanding at Dec. 31, 2017

 

 

507,036

 

 

$

5.40

 

 

 

40,000

 

 

$

4.97

 

 

 

90,454

 

 

$

6.76

 

 

 

507,036

 

 

$

5.40

 

 

 

40,000

 

 

$

4.97

 

 

 

90,454

 

 

$

6.76

 

Granted

 

 

483,800

 

 

$

7.61

 

 

 

 

 

 

 

 

 

 

 

$

 

Released

 

 

(104,516

)

 

$

5.52

 

 

 

 

 

 

 

 

 

(31,937

)

 

$

8.41

 

Canceled or forfeited

 

 

(35,393

)

 

$

5.11

 

 

 

 

 

 

 

 

 

(2,400

)

 

$

5.75

 

Outstanding at Dec. 31, 2018

 

 

850,927

 

 

$

6.65

 

 

 

40,000

 

 

$

4.97

 

 

 

56,117

 

 

$

5.87

 

Granted

 

 

636,268

 

 

$

4.42

 

 

 

 

 

 

 

 

 

 

 

$

 

Released

 

 

(112,160

)

 

$

5.59

 

 

 

 

 

 

 

 

 

(20,868

)

 

$

6.40

 

Canceled or forfeited

 

 

(228,151

)

 

$

6.80

 

 

 

 

 

 

 

 

 

(10,874

)

 

$

5.15

 

Outstanding at Dec. 31, 2019

 

 

1,146,884

 

 

$

5.49

 

 

 

40,000

 

 

$

4.97

 

 

 

24,375

 

 

$

5.75

 

 

Options Outstanding at December 31, 20172019

A summary of stock options that were outstanding at December 31, 20172019 for the 2010 Plan and the Equity Plan is as follows:

 

Range of Exercise Prices:

 

Number of

Options

Outstanding

 

 

Weighted

Average

Exercise Price

 

 

Weighted

Average

Remaining

Contractual

Life in Years

 

 

Aggregate

Intrinsic Value

 

 

Number of

Options

Outstanding

 

 

Weighted

Average

Exercise Price

 

 

Weighted

Average

Remaining

Contractual

Life in Years

 

 

Aggregate

Intrinsic Value

 

2010 Plan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$4.95 - $7.52

 

 

391,584

 

 

$

6.06

 

 

 

8.3

 

 

$

29,890

 

$4.20 - $7.48

 

 

245,763

 

 

$

5.56

 

 

 

6.8

 

 

$

57,086

 

$12.16 - $13.75

 

 

242,375

 

 

$

13.37

 

 

 

7.9

 

 

 

 

 

 

232,375

 

 

$

13.42

 

 

 

6.1

 

 

 

 

$15.04 - $16.93

 

 

105,096

 

 

$

15.83

 

 

 

5.6

 

 

 

 

 

 

105,096

 

 

$

15.83

 

 

 

3.6

 

 

 

 

$20.68 - $21.41

 

 

148,000

 

 

$

21.17

 

 

 

8.7

 

 

 

 

 

 

148,000

 

 

$

21.17

 

 

 

6.7

 

 

 

 

 

 

887,055

 

 

$

11.74

 

 

 

7.9

 

 

$

29,890

 

 

 

731,234

 

 

$

12.69

 

 

 

6.1

 

 

$

57,086

 

Equity Plan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$3.25 - $4.90

 

 

458,425

 

 

$

4.31

 

 

 

3.0

 

 

$

360,384

 

$4.15 - $4.78

 

 

105,300

 

 

$

4.65

 

 

 

3.5

 

 

$

55,859

 

$5.25 - $7.18

 

 

276,000

 

 

$

6.48

 

 

 

5.2

 

 

 

 

 

 

190,125

 

 

$

6.57

 

 

 

3.4

 

 

 

 

 

 

734,425

 

 

$

5.13

 

 

 

3.8

 

 

$

360,384

 

 

 

295,425

 

 

$

5.89

 

 

 

3.4

 

 

$

55,859

 

 

5462


Options Exercisable at December 31, 20172019

A summary of stock options that are exercisable at December 31, 20172019 for the 2010 Plan and the Equity Plan is as follows:

Range of Exercise Prices:

 

Number of

Options

Exercisable

 

 

Weighted

Average

Exercise Price

 

 

Weighted

Average

Remaining

Contractual Life

in Years

 

 

Aggregate

Intrinsic Value

 

 

Number of

Options

Exercisable

 

 

Weighted

Average

Exercise Price

 

 

Weighted

Average

Remaining

Contractual Life

in Years

 

 

Aggregate

Intrinsic Value

 

2010 Plan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$4.95 - $7.52

 

 

71,346

 

 

$

5.88

 

 

 

8.3

 

 

$

6,764

 

$4.20 - $7.48

 

 

161,717

 

 

$

5.94

 

 

 

6.4

 

 

$

20,744

 

$12.16 - $13.75

 

 

242,375

 

 

$

13.37

 

 

 

7.9

 

 

 

 

 

 

232,375

 

 

$

13.42

 

 

 

6.1

 

 

 

 

$15.04 - $16.93

 

 

90,533

 

 

$

15.65

 

 

 

5.5

 

 

 

 

 

 

105,096

 

 

$

15.83

 

 

 

3.6

 

 

 

 

$20.68 - $21.41

 

 

148,000

 

 

$

21.17

 

 

 

8.7

 

 

 

 

 

 

148,000

 

 

$

21.17

 

 

 

6.7

 

 

 

 

 

 

552,254

 

 

$

14.87

 

 

 

7.8

 

 

$

6,764

 

 

 

647,188

 

 

$

13.72

 

 

 

5.9

 

 

$

20,744

 

Equity Plan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$3.25 - $4.90

 

 

458,425

 

 

$

4.31

 

 

 

3.0

 

 

$

360,384

 

$4.15 - $4.78

 

 

105,300

 

 

$

4.65

 

 

 

3.5

 

 

$

55,859

 

$5.25 - $7.18

 

 

276,000

 

 

$

6.48

 

 

 

5.2

 

 

 

 

 

 

190,125

 

 

$

6.57

 

 

 

3.4

 

 

 

 

 

 

734,425

 

 

$

5.13

 

 

 

3.8

 

 

$

360,384

 

 

 

295,425

 

 

$

5.89

 

 

 

3.4

 

 

$

55,859

 

 

The aggregate intrinsic values as calculated in the above charts detailing options that are outstanding and those that are exercisable, respectively, are based upon the Company’s closing stock price on December 31, 20172019 of $5.10$5.18 per share.

 

11.

Significant CustomersClients

In 2017,2019, International Business Machines Corporation (IBM) was the Company’s largest customer. During the 2017 third quarter, the NTSclient. The National Technical Services Agreement with IBM previously expired on December 31, 2019. The Agreement with IBM was extended for two yearsfour months and now expires on December 31, 2019. May 1, 2020.In 2017, 2016,2019, 2018, and 2015,2017, IBM accounted for $84.9 million or 21.5%, $80.6 million or 22.5%, and $76.4 million or 25.4%, $98.4 million or 30.3%, and $99.2 million or 26.9% of the Company’s consolidated revenue, respectively. The Company’s accounts receivable from IBM at December 31, 20172019 and 20162018 amounted to $21.5$23.0 million and $28.0$22.1 million, respectively.

In 2017,2019, SDI was the Company's second largest customerclient and accounted for $28.1 million or 7.1%, $27.6 million or 7.7%, and $34.2 million or 11.4%, $34.5 million or 10.6%, and $44.0 million or 11.9% of the Company’s consolidated revenue in 2017, 2016,2019, 2018, and 2015,2017, respectively. SDI acts as a vendor manager for Lenovo, and all of the Company's revenue generated through SDI relates to CTG employees working at Lenovo. The Company's accounts receivable from SDI at December 31, 20172019 and 20162018 totaled $4.7$3.2 million and $5.6$3.6 million, respectively.

NoNaN other customerclient accounted for more than 10% of revenue in 2017, 2016, or 2015.

2019, 2018, and 2017.

 

12.

Contingencies

The Company and its subsidiaries are involved from time to time in various legal proceedings and tax audits arising in the ordinary course of business. At December 31, 20172019 and 2016,2018, the Company was in discussion with various governmental agencies relative to tax matters, including income, sales and use, and property and franchise taxes. The outcome of these audits and legal proceedings, as applicable, involving the Company and its subsidiaries cannot be predicted with certainty, and the amount of any liability that could arise with respect to such audits cannot be accurately predicted. However, as none of these matters are individually or in the aggregate significant and as management has not recorded an estimate of its potential liability for these audits at December 31, 20172019 and 2016, and the Company does not have any open legal proceedings, the2018. The Company does not expect the conclusion of these matters to have a material adverse effect on the financial position, results of operations, or cash flows of the Company.

 

 

63


13.

Enterprise-Wide Disclosures

The Company operates in one1 industry segment, providing IT services to its clients. The services provided include managed and flexible staffing and the planning, design, implementation, and maintenance of comprehensive IT solutions. All of the Company’s revenue is generated from these services.

55


CTG’s reportable information is based on geographical areas. The accounting policies of the individual geographical areas are the same as those described in noteNote 1, “Summary of Significant Accounting Policies.”

 

Financial Information About Geographic Areas

 

2017

 

 

2016

 

 

2015

 

 

2019

 

 

2018

 

 

2017

 

(amounts in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from External Customers:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

219,886

 

 

$

253,955

 

 

$

301,826

 

 

$

241,038

 

 

$

232,178

 

 

$

219,886

 

Luxembourg (3)

 

 

64,852

 

 

 

44,660

 

 

 

36,954

 

Belgium (1)

 

 

39,347

 

 

 

35,995

 

 

 

35,931

 

 

 

52,468

 

 

 

48,585

 

 

 

39,347

 

Luxembourg (1)

 

 

36,954

 

 

 

31,441

 

 

 

28,562

 

Other European country

 

 

4,824

 

 

 

3,193

 

 

 

2,814

 

Other country

 

 

199

 

 

 

309

 

 

 

345

 

Other countries

 

 

35,812

 

 

 

33,346

 

 

 

5,023

 

Total foreign revenue

 

 

81,324

 

 

 

70,938

 

 

 

67,652

 

 

 

153,132

 

 

 

126,591

 

 

 

81,324

 

Total revenue

 

$

301,210

 

 

$

324,893

 

 

$

369,478

 

 

$

394,170

 

 

$

358,769

 

 

$

301,210

 

Long-lived Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

5,206

 

 

$

4,280

 

 

$

4,208

 

 

$

3,534

 

 

$

3,715

 

 

$

5,206

 

France (2)

 

 

5,124

 

 

 

6,042

 

 

 

 

Luxembourg (3)

 

$

3,965

 

 

$

 

 

$

 

United Kingdom (2)

 

 

1,005

 

 

 

792

 

 

 

461

 

 

 

1,081

 

 

 

840

 

 

 

1,005

 

Other European countries

 

 

782

 

 

 

791

 

 

 

819

 

Other Country

 

 

3

 

 

 

 

 

 

 

Other countries

 

 

1,114

 

 

 

995

 

 

 

785

 

Total long-lived assets

 

$

6,996

 

 

$

5,863

 

 

$

5,488

 

 

$

14,818

 

 

$

11,592

 

 

$

6,996

 

Deferred Tax Assets, Net of Valuation Allowance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

3,810

 

 

$

6,886

 

 

$

6,352

 

 

$

78

 

 

$

 

 

$

3,810

 

Europe

 

 

51

 

 

 

 

 

 

54

 

 

 

375

 

 

 

767

 

 

 

51

 

Total deferred tax assets, net

 

$

3,861

 

 

$

6,886

 

 

$

6,406

 

 

$

453

 

 

$

767

 

 

$

3,861

 

 

(1)

Revenue for our Belgium and Luxembourg operations has been disclosed separately as it exceeds 10% of consolidated revenue in at least one of the years presented.

(2)

Long-lived assets for our France and United Kingdom operations have been disclosed separately as they exceed 10% of consolidated long-lived assets in at least one of the years presented.

(3)

Long-lived assets for our Luxembourg operations has been disclosed separately as it exceeds 10% of consolidated long-lived assets in at least one of the years presented.

 

 

14.

Quarterly Financial Data (Unaudited)

 

 

Quarters

 

 

 

 

 

 

Quarters

 

 

 

 

 

 

First

 

 

Second (1)

 

 

Third (2)

 

 

Fourth (3)

 

 

Total

 

 

First (1)

 

 

Second

 

 

Third

 

 

Fourth

 

 

Total

 

(amounts in thousands, except per-share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

77,006

 

 

$

75,521

 

 

$

74,039

 

 

$

74,644

 

 

$

301,210

 

 

$

97,238

 

 

$

100,408

 

 

$

97,204

 

 

$

99,320

 

 

$

394,170

 

Direct costs

 

 

62,777

 

 

 

61,864

 

 

 

61,010

 

 

 

59,476

 

 

 

245,127

 

 

 

79,522

 

 

 

82,072

 

 

 

78,462

 

 

 

79,079

 

 

 

319,135

 

Gross profit

 

 

14,229

 

 

 

13,657

 

 

 

13,029

 

 

 

15,168

 

 

 

56,083

 

 

 

17,716

 

 

 

18,336

 

 

 

18,742

 

 

 

20,241

 

 

 

75,035

 

Selling, general, and administrative expenses

 

 

12,923

 

 

 

12,940

 

 

 

12,619

 

 

 

13,657

 

 

 

52,139

 

 

 

16,589

 

 

 

16,483

 

 

 

17,218

 

 

 

17,833

 

 

 

68,123

 

Operating income

 

 

1,306

 

 

 

717

 

 

 

410

 

 

 

1,511

 

 

 

3,944

 

 

 

1,127

 

 

 

1,853

 

 

 

1,524

 

 

 

2,408

 

 

 

6,912

 

Interest and other income (expense), net

 

 

(29

)

 

 

(67

)

 

 

(111

)

 

 

320

 

 

 

113

 

 

 

(180

)

 

 

(366

)

 

 

(202

)

 

 

125

 

 

 

(623

)

Income before income taxes

 

 

1,277

 

 

 

650

 

 

 

299

 

 

 

1,831

 

 

 

4,057

 

 

 

947

 

 

 

1,487

 

 

 

1,322

 

 

 

2,533

 

 

 

6,289

 

Provision for income taxes

 

 

526

 

 

 

216

 

 

 

259

 

 

 

2,250

 

 

 

3,251

 

 

 

315

 

 

 

544

 

 

 

443

 

 

 

862

 

 

 

2,164

 

Net income (loss)

 

$

751

 

 

$

434

 

 

$

40

 

 

$

(419

)

 

$

806

 

Basic net income (loss) per share

 

$

0.05

 

 

$

0.03

 

 

$        0.00

 

 

$

(0.03

)

 

$

0.05

 

Diluted net income (loss) per share

 

$

0.05

 

 

$

0.03

 

 

$        0.00

 

 

$

(0.03

)

 

$

0.05

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividend declared per share

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Net income

 

$

632

 

 

$

943

 

 

$

879

 

 

$

1,671

 

 

$

4,125

 

Basic net income per share

 

$

0.05

 

 

$

0.07

 

 

$

0.07

 

 

$

0.12

 

 

$

0.31

 

Diluted net income per share

 

$

0.05

 

 

$

0.07

 

 

$

0.06

 

 

$

0.12

 

 

$

0.29

 


 

 

Quarters

 

 

 

 

 

 

 

First (2)

 

 

Second

 

 

Third (3)

 

 

Fourth (4)

 

 

Total

 

(amounts in thousands, except per-share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

82,713

 

 

$

92,667

 

 

$

90,260

 

 

$

93,129

 

 

$

358,769

 

Direct costs

 

 

66,874

 

 

 

75,082

 

 

 

72,935

 

 

 

75,391

 

 

 

290,282

 

Gross profit

 

 

15,839

 

 

 

17,585

 

 

 

17,325

 

 

 

17,738

 

 

 

68,487

 

Selling, general, and administrative expenses

 

 

15,256

 

 

 

16,064

 

 

 

16,560

 

 

 

18,527

 

 

 

66,407

 

Operating income (loss)

 

 

583

 

 

 

1,521

 

 

 

765

 

 

 

(789

)

 

 

2,080

 

Interest and other income (expense), net

 

 

(54

)

 

 

(218

)

 

 

630

 

 

 

(169

)

 

 

189

 

Income (loss) before income taxes

 

 

529

 

 

 

1,303

 

 

 

1,395

 

 

 

(958

)

 

 

2,269

 

Provision for income taxes

 

 

115

 

 

 

363

 

 

 

307

 

 

 

4,301

 

 

 

5,086

 

Net income (loss)

 

$

414

 

 

$

940

 

 

$

1,088

 

 

$

(5,259

)

 

$

(2,817

)

Basic net income (loss) per share

 

$

0.03

 

 

$

0.07

 

 

$

0.09

 

 

$

(0.39

)

 

$

(0.20

)

Diluted net income (loss) per share

 

$

0.03

 

 

$

0.07

 

 

$

0.09

 

 

$

(0.39

)

 

$

(0.20

)

(1)

During the 2017 second2019 first quarter, the Company incurred $0.8 millionacquired Tech-IT.  The results of operations of Tech-IT have been included in severance charges, which reduced net income by $0.5 million and basic and diluted earnings per share by $0.03. The Company recorded the severance charges in direct costs ($0.4 million) and selling, general, and administrative expenses ($0.4 million).Company’s consolidated financial results since the date of acquisition.

 

(2)

During the 2017 third2018 first quarter, the Company incurred $1.2 millionacquired Soft Company. The results of unexpected costs associated withoperations of Soft Company have been included in the Company’s self-insured medical plan, which reduced net income by $0.7 million and basic and diluted earnings per share by $0.05.consolidated financial results since the date of acquisition.

 

(3)

During the 2017 fourth2018 third quarter, the Company incurredrecorded a $1.7 million charge due to tax law changes that required the Company to reduce its deferred tax assets. Also included in interest and other income (expense) in the 2017 fourth quarter is a $0.4$0.8 million non-taxable life insurance gain for a former executive that passed away in the 2017 fourth2018 third quarter. The non-taxable life insurance gain is included in other income. The Company also incurred approximately $0.5 million of selling, general and administrative expense due to the valuation of the contingent consideration related to the Soft Company acquisition.

 

 

 

Quarters

 

 

 

 

 

 

 

First (4)

 

 

Second

 

 

Third (4)

 

 

Fourth

 

 

Total

 

(amounts in thousands, except per-share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

85,850

 

 

$

83,486

 

 

$

78,065

 

 

$

77,492

 

 

$

324,893

 

Direct costs

 

 

71,305

 

 

 

67,574

 

 

 

64,193

 

 

 

62,639

 

 

 

265,711

 

Gross profit

 

 

14,545

 

 

 

15,912

 

 

 

13,872

 

 

 

14,853

 

 

 

59,182

 

Selling, general, and administrative expenses

 

 

13,467

 

 

 

14,026

 

 

 

14,567

 

 

 

13,140

 

 

 

55,200

 

Goodwill impairment charges

 

 

21,544

 

 

 

 

 

 

15,785

 

 

 

 

 

 

37,329

 

Operating income (loss)

 

 

(20,466

)

 

 

1,886

 

 

 

(16,480

)

 

 

1,713

 

 

 

(33,347

)

Interest and other income (expense), net

 

 

(62

)

 

 

(97

)

 

 

77

 

 

 

(107

)

 

 

(189

)

Income (loss) before income taxes

 

 

(20,528

)

 

 

1,789

 

 

 

(16,403

)

 

 

1,606

 

 

 

(33,536

)

Provision for income taxes

 

 

329

 

 

 

530

 

 

 

(220

)

 

 

463

 

 

 

1,102

 

Net income (loss)

 

$

(20,857

)

 

$

1,259

 

 

$

(16,183

)

 

$

1,143

 

 

$

(34,638

)

Basic net income (loss) per share

 

$

(1.34

)

 

$

0.08

 

 

$

(1.03

)

 

$

0.07

 

 

$

(2.22

)

Diluted net income (loss) per share

 

$

(1.34

)

 

$

0.08

 

 

$

(1.03

)

 

$

0.07

 

 

$

(2.22

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividend declared per share

 

$

0.06

 

 

$

0.06

 

 

$

0.06

 

 

$

 

 

$

0.18

 

(4)

During the 2018 fourth quarter, the Company recorded a valuation allowance against its U.S. deferred tax assets of $4.1 million based on the history of U.S. losses for tax purposes and uncertain profitability in future years. Approximately $3.8 million of the total U.S. valuation allowance was recorded to income tax expense, partially offset by the reversal of the valuation allowance in the United Kingdom. The Company incurred goodwill impairment charges totaling $37.3 million during the 2016 first and third quarters.  These charges reduced basic and diluted earnings per share by $2.39. During the 2016 third quarter, the Company incurredalso recorded severance charges included infor former executives to selling, general, and administrative expenses of approximately $1.5 million, or $1.0 million net of tax, or $0.06 basic and diluted net income per share, relating to severance for two ofexpense in the Company’s former executives.       2018 fourth quarter.

 

 

 

5765


Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management has evaluated, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operations of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of the end of the period covered by this annual report. Under Rule 13a-15(e) of the Exchange Act, “disclosure controls and procedures” means controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files with the SEC is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this annual report.

(a)

Management’s Annual Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining an adequate system of internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i)(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii)(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii)(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Further, because of changes in conditions, effectiveness of internal control over financial reporting may deteriorate.

Management of the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, the Company’s management did not identify any control deficiencies it considered to be material weaknesses under the rules specified by the Public Company Accounting Oversight Board’s Auditing Standard No. 5, and therefore concluded that its internal control over financial reporting was effective as of December 31, 2017.2019.

The Company acquired Tech-IT on February 6, 2019, and management excluded from its assessment of the effectiveness of internal control over financial reporting as of December 31, 2019, Tech-IT’s internal control over financial reporting associated with assets representing $17.1 million of consolidated assets (of which $8.7 million represents goodwill and intangible assets included in the scope of the assessment), and revenues representing $17.7 million of consolidated revenues included in the consolidated financial statements of the Company as of and for the year ended December 31, 2019.

Our independent registered public accounting firm has issued an attestation report on the Company’s effectiveness of internal control over financial reporting. Their report appears in Item 9A(b), Attestation Report of the Registered Public Accounting Firm.

5866


(b)

Attestation Report of the Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors and Shareholders
Computer Task Group, Incorporated:Incorporated

Opinion on Internal Control Over Financial Reporting

We have audited Computer Task Group, Incorporated’s  and subsidiaries’ (the Company) internal control over financial reporting

We have audited the internal control over financial reporting of Computer Task Group, Incorporated (a New York corporation) and subsidiaries (the “Company”) as of December 31, 2017,2019, based on criteria established in the 2013 Internal Control – Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2019, based on criteria established in the 2013 Internal Control – Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheetsfinancial statements of the Company as of December 31, 2017 and 2016,for the related consolidated statements of operations, comprehensive income (loss), cash flows, and shareholders’ equity for each of the years in the three-year periodyear ended December 31, 2017, and the related notes and financial statement schedule (collectively, the “consolidated financial statements”),2019, and our report dated March 14, 201813, 2020 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinionopinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting.Reporting (“Management’s Report”). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also includedrisk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of Tech-IT PSF S.A., a wholly-owned subsidiary, whose financial statements reflect total assets and revenues constituting 11 and 4 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2019. As indicated in Management’s Report, Tech-IT PSF S.A. was acquired during 2019. Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of Tech-IT PSF S.A.

Definition and Limitationslimitations of Internal Control Over Financial Reportinginternal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

59


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMGGRANT THORNTON LLP

Buffalo, New YorkCleveland, Ohio

March 14, 201813, 2020

6067


(c)

Changes in Internal Control Over Financial Reporting

The Company reviews, revises and improves the effectiveness of the Company’s internal controls on a continuous basis. The Company’s management, including its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s internal control over financial reporting as of the end of the period covered by this annual report. There were no changes in the Company’s internal control over financial reporting that occurred during the Company's last fiscal quarter, which ended on December 31, 2017,2019, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B.

Other Information

None

 

 

6168


PART III

Item 10.

Directors, Executive Officers and Corporate Governance

Except as otherwise set forth below, the information required in response to this item is included in this annual report on Form 10-K for the year ended December 31, 2017,2019, except insofar as information with respect to executive officers is presented in Part I, Item 1 of this report pursuant to General Instruction G(3) of Form 10-K. Information regarding the Company’s Code of Conduct is incorporated herein by reference to the information set forth under “Available Company Information” in Part I, Item 1 of this annual report on Form 10-K. The Company maintains a separate standing audit committee established in accordance with section 3(a)(58)(A) of the Exchange Act consisting of all independent directors.directors, with James RR. Helvey III isas the designated audit committee financial expert. Mr. Helvey is independent, as independence for audit committee members is defined in the listing standard applicable to CTG.

Arthur W. CrumlishFilip J.L. Gydé.Mr. Crumlish, 63,Gydé, 59, was named Chief Executive Officer of the Company and appointed to the Company’s Board of Directors in July 2016.effective March 1, 2019. Mr. CrumlishGydé has been with the CompanyCTG since 1990May 1987 and most recently served as Seniorthe Executive Vice President, and General Manager, of Strategic Staffing Solutions (SSS).  As the general managerand President for SSS,CTG’s European operations. Mr. Crumlish oversaw business development, delivery, sales, and recruiting for many ofGydé led the Company’s largest customers. Prior to assuming the general manager role, Mr. CrumlishEuropean operations from October 2000 through February 2019, and served as financial controller for the Company’s Strategic Staffing Services division, whereInterim Executive Vice President of Operations of CTG from October 2014 to April 2015, during which time he was responsible for business plan development, financial reporting and analysis, pricing, contractual compliance, and policy/procedure implementation. Mr. Crumlish was also manager of the general accounting and financial controller of the Company’s IBM national team. Mr. Crumlish earned a master of business administration degree from Canisius College in Buffalo, New York, and a Bachelor of Science degree from Niagara University in Niagara Falls, New York.

overall company operating activities.

James R. Helvey III. III.  Mr. Helvey, 59,61, was appointed to CTG’s Board of Directors in November 2015.  Mr. Helvey co-founded Cassia Capital Partners, LLC, a registered investment advisor, in 2011 and has served as a managing partner since its formation.  From 2005 to 2011, Mr. Helvey was a partner and the Risk Management Officer for CMT Asset Management Limited, a private investment firm.  From 2003 to 2004, Mr. Helvey was a candidate for the United States Congress in the 5th District of North Carolina.  Mr. Helvey served as Chairman and Chief Executive Officer of Cygnifi Derivatives Services, LLC, an online derivatives services provider, from 2000 to 2002.  From 1985 to 2000, Mr. Helvey was employed by J.P. Morgan & Co., serving in a variety of capacities, including as Vice Chairman of J.P. Morgan’s Risk Management Committee, Chair of J.P. Morgan’s Liquidity Committee, Global Head of Derivative Counterparty Risk Management, head of the swap derivative trading business in Asia, and head of short-term interest rate derivatives and foreign exchange forward trading in Europe.  Mr. Helvey graduated magna cum laude with honors from Wake Forest University.  Mr. Helvey was also a Fulbright Scholar at the University of Cologne in Germany and received a Master’s degree in international finance and banking from Columbia University, School of International and Public Affairs, where he was an International Fellow.  Mr. Helvey is a director and serves on the Audit Committee of Coca-Cola Bottling Co. Consolidated., a publicly traded and independent bottler of Coca-Cola Company products, Verger Capital Management LLC, Piedmont Federal Savings Bank (Audit Chair), and has also served on the board of trustees of Wake Forest University from 1997 to 2017 and the Wake Forest Baptist Medical Center.  Mr. Helvey was a director of Pike Corporation, an energy solutions provider, from 2005 to 2014, where he served as Lead Independent Director, Chairman of the Audit Committee and Chairman of the Compensation Committee.

Mr. Helvey’s experience in international business and finance, executive management and as a director of

other organizations brings a valuable and necessary perspective to the Board and qualifies him to serve as a member of the Board.

David H. Klein. Klein.  Mr. Klein, 69,71, has been a Director since September 2012.  He is the President of Klein Solutions Group, LLC, which provides advice on policy, strategy, operations and finance to healthcare delivery and payer organizations.  Mr. Klein also serves as:as a special advisor to the CEO of the University of Rochester (UR) Medical Center, a professor of public health sciences in the UR School of Medicine and Dentistry and as an executive professor of healthcare management in the UR Simon Business School.  He also provides pro bono advice on strategy, population health management and partnerships with health plans and corporations.  Mr. Klein was most recently the Chief Executive Officer of The Lifetime Healthcare Companies, which was comprised of Excellus BlueCross BlueShield (BCBS), Univera Healthcare, Lifetime Health Medical Group, Lifetime Care (home care agency), EBS-RMSCO Benefit Solutions (benefits consulting firm and third party administration) and MedAmerica (long term(long-term care insurance company).  Mr. Klein had been a senior executive with The Lifetime Healthcare Companies and its predecessor companies since 1986, serving as CEO from 2003 until 2012.  Mr. Klein previously was an executive with the national BlueCross BlueShield Association and Health Care Service Corporation.  He served as directorDirector of the national Blue Cross Blue Shield Association (BCBSA) and America’s Health Insurance Plans.  Mr. Klein currently serves as a directorDirector of the following privately held companies:  Landmark Health (a General Atlantic and Francisco Partners (private equity fund) company which creates and manages home

62


visiting multi-disciplinary medical groups to care for complex, chronically ill patients), Avalon Healthcare Solutions (also a Francisco Partners (privateprivate equity fund) company that provides laboratory benefits management solutions),solutions, Cogito (an(a Goldman Sachs/ Open View Partner/Romulus Capital/Sales Force VenturesCapital funded customer engagement/voice analytics company), NextHealth Technologies (a NorvestNorwest Venture Partners patient engagement optimization company), PNT (a claims and clinical information data acquisition company), Excel Partners Venture Fund (a venture capital fund that invests in high-tech startups focused on Upstate New York) and OrthometricsTransparent Health Marketplace (a technology enabled musculoskeletal injury riskprovider network management company).  He is also a director of the University of Rochester private company spinout, PharmAdva (an automated home medication adherence system manufacturer)using spot pricing and patient navigation to create value). Mr. Klein is a member of the Cressey & Company private equity fund Distinguished Executives Council.  He serves as an advisor to Health Catalyst Capital Management,

69


LLC private equity fund.  Mr. Klein servesfund, as non-executive chair of the New York eHealth Collaborative which operates New York State’s health information exchange. Mr. Klein servesexchange and as a directorDirector of Commonwealth Care Alliance (a health plan that serves high cost high need patients).  Mr. Klein is a member of Johns Hopkins University Carey School of Business Health Care Advisory Board.  Mr. KleinBoard and has chaired United Way of Greater Rochester and an American Cancer Society Capital Campaign to establish a new Rochester Hope Lodge.  He has also been president of the local Boy Scout Council and directorDirector of Northeast Region, Boy Scouts of America.  He is a Boy Scouts’ Distinguished Eagle Scout and a recipient of their Silver Beaver and Silver Antelope awards.  Mr. Klein received a Bachelor of Science from Rensselaer Polytechnic Institute and his Master of Business Administration from the University of Chicago.

Valerie Rahmani.ValerieMs. Rahmani, 60,62, was appointed to CTG’s Board of Directors in November 2015. Ms. Rahmani is a non-executive Director and member of the Risk Committee of the London Stock Exchange Group plc.  She is a non-executive Director and member of the Audit Committee of RenaissanceRe Holdings Ltd, a Bermuda-based reinsurance company.  She is a non-executive Director and member of the Compensation Committee of Entrust Datacard, a private Minneapolis based Trusted Identity Company. She is also a Board member of a social media startup, Rungway, based in London, and isLondon. From November 2017 until August 2019, she was the part-time CEO of the Innovation Panel of Standard Life Aberdeen plc, a global investment company based in the UK.  From 2010 to 2015, Ms. Rahmani was a member of the Board of Directors of Teradici Corporation - a private technology - company where she served on the Audit and Compensation Committees.  She most recently served as Chief Executive Officer of Damballa, Inc. from 2009 to 2012.  Damballa was a venture capital funded cyber-security company headquartered in Atlanta, Georgia.  Prior to her role at Damballa, Ms. Rahmani was with IBM in various managerial capacities for 28 years.  Her latest role with IBM was General Manager of IBM Internet Security Systems.  Other IBM roles included General Manager of the $2.7 billion Global Technology Services businesses,business, head of Sales and Services Strategy unit, General Manager of IBM’s $3.5 billon UNIX server business, General Manager of IBM’s Mobile business as well as serving as the Executive Assistant to Louis Gerstner, former Chairman and Chief Executive Officer of IBM.  Ms. Rahmani holds an MA and a Doctor of Philosophy degree in Chemistry from Oxford University, England.

Daniel J. Sullivan. Mr. Sullivan, 71,73, has been a Director of CTG since 2002 and was appointed to serve as the non-executive Chairman of the Board of Directors in October 2014.  He most recently served as the President and Chief Executive Officer of FedEx Ground from 1998 until 2007. FedEx Ground is a wholly owned subsidiary of FedEx Corporation.  From 1996 to 1998, Mr. Sullivan was the Chairman, President and Chief Executive Officer of Caliber System.  In 1995, Mr. Sullivan was the Chairman, President and Chief Executive Officer of Roadway Services. Mr. Sullivan is currently a member of the Board of Directors of Schneider National, Inc. (Green Bay, Wisconsin), where he serves as non-executive Chairman ofon the compensation and governance committees. He serves on the Board of Directors.Advisors of Package Solutions, Atlanta, Georgia from 2015 to the present, the Board of Advisors of Aviation Investment Partners, Charleston, South Carolina from 2014 to the present and is the Principal of Flyway, LLC, Kiawah Island, South Carolina from 2009 to the present.  Mr. Sullivan is also a current memberan Emeritus Director of the Board of Directors of The Medical University of South Carolina Foundation where he serves as Vice Chairman of the Board of Directors.  Mr. Sullivan previously served as a member of the Board of Directors of Pike Electric, Inc. from 2007 to 2014 (Pike Electric was sold in December 2014 to Court Square Capital Partners), GDS Express (Akron, Ohio) from 2004 to 2009; and Gevity, Inc. (Bradenton, Florida) from 2008 to 2009.  He is a former federal commissioner for the Flight 93 National Memorial project in Somerset County, Pennsylvania.

Owen J. Sullivan. Mr. Sullivan, 60,62, was appointed to the Board of Directors in February 2017.  Mr. Sullivan is Chief Operating Officer of NCR, a formerposition he has held since July 2018.  Before becoming Chief Operating Partner for Baird Capital, a venture capital, growth equityOfficer of NCR, Mr. Sullivan was an independent consultant, providing strategic planning, consulting and executive mentoring, and working with and investing alongside private equity investment firmfirms and other investor groups.  Prior to that, Mr. Sullivan was with ManpowerGroup, a workforce and talent management solutions company, from 2003 to 2013.  At ManpowerGroup, he served as President of the Specialty Brands and Experis units from 2010 to 2013, and he served as the Chief Executive Officer of the Right Management and Jefferson Wells International, Inc. subsidiaries from 2004 to 2013 and from 2003 to 2010, respectively. Before joining ManpowerGroup, Mr. Sullivan was with Sullivan Advisors, LLC, a provider of strategic planning, consulting and executive mentoring for small to medium-sized businesses from 2001-2003.  Prior to that, Mr. Sullivan was with Metavante Technologies, Inc., a bank technology processing company from 1993 to 2001, where he workedserved in various management roles including as the President of Metavante’s Financial Services Group and Enterprise Solutions Group.  Mr. Sullivan is a member of the Board of Directors at Marquette University and serves as Chairman of the Board and a member of its Executive and Nominating and Governance Committees.

Arthur W. Crumlish.Mr. Crumlish, 65, was named Chief Executive Officer (CEO) of the Company and appointed to the Company’s Board of Directors in July 2016. Mr. Crumlish retired as CEO and resigned as a director effective March 1, 2019.

70


The Nominating and Corporate Governance Committee and the Board of Directors focuses on the experience, qualifications, attributes and skills discussed in each of the director’s biographies set forth above.  In each case, the Committee and the Board of Directors considered the achievements of the individual in the successful career described.  

With regard to Mr. Gydé, the Committee noted that Mr. Gydé has been with its Technologythe Company since October 1990 and had served as the Executive Vice President, General Manager and President for the Company’s European operations. Mr. Gydé led the Company’s European operations since October 2000 and served as Interim Executive Vice President of Operations of CTG from October 15, 2014 until April 5, 2015, during which time he was responsible for overall company operating activities. With regard to Mr. Helvey, the Committee considered his extensive financial experience and prior audit committee experience.  With regard to Mr. Klein, the Committee considered his extensive experience managing health plan entities and his knowledge of the healthcare industry.  With regard to Ms. Rahmani, the Committee considered her experience in cybersecurity and her management experience within the IT Services Team.  He has over thirty years of executive-levelindustry.  With regard to Mr. Daniel J. Sullivan, the Committee considered the broad perspective resulting from his diverse experience in managing and serving as an officer for a large, public company.  With regard to Mr. Owen J. Sullivan, the Committee considered his extensive experience in the staffing solutions and professional resourcing industry, culminating inincluding his service as President of ManpowerGroup’s Specialty Brands business, which he joined in 2003 and served in a variety of executive positions, including as Chief Executive Officer of Right Management and Jefferson Wells until his retirement in 2013.  He previously served from 1993 to 2001 as president of the financial services grouproles at Metavante in Brown Deer, a financial technology firm since acquired by Fidelity National Information Services Inc., better known as FIS.  Mr. Sullivan holds a bachelor's degree from Marquette University, where he serves as Chairman of the board of trustees. He is also on the boards of the Medical College of Wisconsin, Johnson Financial Group.  He also served on the board of Journal Communications, Ministry Health Care and Children’s Hospital of Wisconsin.  Mr. Sullivan is unrelated to Daniel J. Sullivan, Chairman of the Board.  ManpowerGroup.  

63


Executive Officers of the Company

As of December 31, 2017, theThe following individuals wereare executive officers of the Company:

 

Name

 

Age

 

Office

 

Period During

Which Served

as Executive Officer

 

Other Positions

and Offices

with Registrant

Arthur V. CrumlishFilip J. L. Gydé

 

6359

 

President and Chief Executive Officer

Executive Vice President, President and General Manager of Europe

Senior Vice President

Interim Executive Vice President of Operations

Senior Vice President

 

July 21, 2016March 1, 2019 to date

September 24, 2001

May 8, 2018 to Feb. 28, 2019

July 20, 2016April 6, 2015 to May 7, 2018

Oct. 15, 2014 to April 5, 2015

Oct. 1, 2000 to Oct. 14, 2014

 

Director

 

 

 

 

 

 

 

 

 

 

John M. Laubacker

 

5153

 

SeniorExecutive Vice President, Chief Financial Officer

Interim Chief Financial Officer

 

April 21, 2017 to date

Oct. 15, 2014 to April 5, 2015

 

Treasurer

 

 

 

 

 

 

 

 

 

Filip J. L. Gydé

57

Senior Vice President

Interim Executive Vice President of Operations

Senior Vice President

April 6, 2015 to date

Oct. 15, 2014 to April 5, 2015

Oct. 1, 2000 to Oct. 14, 2014

None

Peter P. Radetich

 

6365

 

Senior Vice President, General Counsel

 

April 28, 1999 to date

 

Secretary

 

 

 

 

 

 

 

 

 

Jeffrey D. GerkinThomas J. Niehaus

 

5158

 

Executive Vice President, SalesGeneral Manager of North America

 

December 11, 2017May 5, 2019 to date

 

None

 

Mr. CrumlishGydé was promoted to President and Chief Executive Officer on July 21, 2016.March 1, 2019. Previously, Mr. Crumlish was SeniorGydé served as an Executive Vice President, since September 24, 2001 of the Company’s IT and Other Staffing Services organization. Prior to that, Mr. Crumlish was the Financial Controller of the Company’s IT and Other Staffing Services organization. Mr. Crumlish joined the Company in 1990.

Mr. Laubacker was promoted to Senior Vice President and Chief Financial Officer on April 21, 2017. Previously, Mr. Laubacker was promoted to Vice President in February 2017 and has served as Treasurer since 2006. Prior to that, Mr. Laubacker was the Director of Audit and Treasury Services and the Manager of External Reporting. Mr. Laubacker joined the Company in 1996.

Mr. Gydé currently serves as the Senior Vice President and General Manager for the Company's European operations. Mr. Gydé was Interim Executive Vice President of Operations from October 15, 2014 until April 5, 2015, responsible for operating activities of the overall Company. Previously he was Senior Vice President and General Manager of CTG Europe from October 1, 2000 through October 14, 2014. Prior to that, Mr. Gydé was Managing Director of the Company’s operations in Belgium. Mr. Gydé has been with the Company since May 1987.

Mr. Laubacker currently serves as an Executive Vice President, Chief Financial Officer (CFO) and Treasurer.  Mr. Laubacker was promoted to CFO on April 21, 2017. Previously, Mr. Laubacker was promoted to Vice President in February 2017 and has served as Treasurer since 2006. Prior to that, Mr. Laubacker was the Director of Audit and Treasury Services and the Manager of External Reporting. Mr. Laubacker joined the Company in 1996.

Mr. Radetich currently serves as Senior Vice President, General Counsel and Secretary.  Mr. Radetich was promoted to General Counsel and Secretary in April 1999, and joined the Company in June 1988 as Associate General Counsel, and was promoted to General Counsel and Secretary in April 1999.Counsel.

Mr. GerkinNiehaus currently serves as thean Executive Vice President, and General Manager of Sales andthe Company’s North American operations. Mr. Niehaus joined the Company in December 2017.May 2019. Prior to joining CTG, Mr. GerkinNiehaus served as the managing member of TJN Advisory, a private advisory services consulting firm.  Previously, Mr. Niehaus was the President and Chief Operating Officer of Encore Health Resources from 2011 to 2017, and then Chief Executive Officer of Encore in 2017.  Mr. Niehaus worked for CTG from 1999 to 2011, including serving as a Senior Vice President, North American Sales for ManpowerGroup from January 2015 until December 2017. He has also held salesPresident.

Arthur W. Crumlish, the Company’s former CEO, retired as CEO and marketing leadership roles as Senior Vice President and General Manager for Right Management from November 2011 until January 2015 and Vice President of Metro Marketing and Director of Marketing, both for Manpower, Inc. from December 2009 until November 2011. He also servedresigned as a Client Sales Director for Accenture Information Management Services and has also held sales and strategic alliance leadership positions at Cognos, Adaytum Software, and Lawson.director effective March 1, 2019.

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Item 11.

ExecutiveCompensation

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Committee Composition and Primary Purposes

The Compensation Committee of the Board of Directors consists of Valerie Rahmani, Chair, James R. Helvey III, David H. Klein, Daniel J. Sullivan, and Owen J. Sullivan.  The Compensation Committee is responsible for overseeing the administration of the Company’s employee stock and benefit plans, establishing policies relating to the compensation of employees and setting the terms and conditions of employment for executive officers.  During 2017,2019, the Compensation Committee held a total of sixfive meetings.  The Board of Directors has determined that the members of the Compensation Committee are independent.


The Compensation Committee has a charter that is available on our Company’s website as described above under “Available Company Information” in Part I, Item 1 of this annual report on Form 10-K. The Compensation Committee reviews the charter annually and updates the charter as necessary.  

The primary purposes of the Compensation Committee are to:

(1)

review and approve corporate goals and objectives relevant to the Company’s compensation philosophy,

(2) 

(2)

evaluate the CEO’s performance and determine the CEO’s compensation in light of those goals and objectives,

(3)

review and approve executive officer compensation, incentive compensation plans and equity-based plans, and

(4) 

(4)

produce an annual report on executive compensation, and approve the Compensation Discussion and Analysis, for inclusion in the Company’s annual proxy statement or this annual report on Form 10-K for the year ended December 31, 2017.2019.

 

Effect of Say-on-Pay Vote

At the May 2017July 2019 annual meeting, shareholders were asked to approve the Company's fiscal 20162018 executive compensation programs.  Of those who voted, over 78%77% voted to approve the proposal.  In light of these results, and in consideration of shareholder input obtained from outreach efforts taken in connection with the 20172019 meeting, the Compensation Committee carefully reviewed the Company's executive compensation practices.  The Committee concluded that the Company's existing executive compensation programs continue to be the most appropriate for the Company and effective in rewarding executives commensurate with business results.  The Committee believes that the best way to align the CEO's compensation with shareholder interests is to place the majority of his compensation at-risk in the form of long-term performance based equity awards and annual incentive opportunity.

 

Compensation Philosophy and Executive Compensation Objectives

Given the exceptionally competitive nature of the IT Industry, the Compensation Committee and management believe it is strategically critical to attract, retain and motivate the most talented employees possible by providing competitive total compensation packages.  This general philosophy on compensation applies to all employees of the Company.  With regard to executive officer compensation, the Company seeks to accomplish the following high-level objectives:

 

Offer a Competitive Total Compensation Package. To attract the most talented executive officers possible, the Company should tailor each executive officer’s total compensation plan to reflect average total compensation offered at similar organizations. This is accomplished by means of routine compensation surveying, the process for which is described further below.

Offer a Competitive Total Compensation Package. To attract the most talented executive officers possible, the Company should tailor each executive officer’s total compensation plan to reflect average total compensation offered at similar organizations. This is accomplished by means of routine compensation surveying, the process for which is described further below.

 

Tie Total Compensation to Performance in a Meaningful Manner.  To promote the Company’s overall annual and long-term financial and operating objectives, a significant portion of total compensation should be based upon the accomplishment of specific Company objectives within an executive officer’s purview. This is accomplished by means of various performance-based incentive plans described further below.

Tie Total Compensation to Performance in a Meaningful Manner.  To promote the Company’s overall annual and long-term financial and operating objectives, a significant portion of total compensation should be based upon the accomplishment of specific Company objectives within an executive officer’s purview. This is accomplished by means of various performance-based incentive plans described further below.

 

Encourage Executives to Think Like Shareholders. To promote the best interests of shareholders, executive officers should be encouraged to maintain a significant equity interest in the Company. This is accomplished by means of various equity award plans described further below. 

Encourage Executives to Think Like Shareholders. To promote the best interests of shareholders, executive officers should be encouraged to maintain a significant equity interest in the Company. This is accomplished by means of various equity award plans described further below. 

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How Executive Compensation is Determined

In order to promote the Company’s objective of tying total compensation to performance in a meaningful manner, the Company has adopted a uniform approach to compensation planning.  In short, once the Board of Directors has reviewed and approved the corporate goals and objectives for the entire Company, the Compensation Committee begins the process of setting compensation for the executive officers.  Once compensation has been set for the executive officers, they in turn are able to set performance-based objectives for their direct reports.  This approach to compensation planning continues throughout the organization.  In this manner, the compensation planning process seeks to optimize shareholder value by integrating appropriate employee responsibilities with corporate objectives.

In an effort to accomplish the Company’s objective of offering competitive total compensation packages, the Compensation Committee routinely surveys total compensation packages for all executive officers.  In 2017,2019, as has been

65


the practice for several years, the Compensation Committee retained the services of Pay Governance LLC (“Pay Governance”), a highly regarded independent compensation consulting firm, to undertake an annual compensation review for each of the Company’s executive officers.  Pay Governance reports to, and acts solely at the direction of, the Compensation Committee.  Pay Governance does not provide any other services to the Company or any of the Company’s executive officers individually, aside from those services provided to the Compensation Committee.  Pay Governance has provided the Committee with appropriate assurances and confirmation of its independent status.  Furthermore, the Committee has considered the factors set forth in 17 C.F.R. §240.10C-1(b) (4) (i)-(vi) and believes that Pay Governance has been independent throughout its services to the Committee.  Prior to conducting the study, Pay Governance was provided with job descriptions for each of the executive officers and was specifically instructed to provide the Compensation Committee with a Competitive Market Analysis, a written report for each executive officer reflecting the competitive range of total compensation for comparable positions.

Surveying Methodology Used.  Pay Governance used a Towers Watson executive compensation database to create the report. This database contains compensation data from approximately 400750 companies.  From this data, Pay Governance performed regression analyses designed to identify a competitive range for jobs in similar companies by revenue size, and in similar business units or with similar position-specific revenue responsibilities. Pay Governance’s competitive range is based solely on external competitive data and does not take individual performance or internal pay equity into account.  The competitive range identified in the Pay Governance report approximates the statistical mean within one standard deviation. As such, the competitive range tends to fall within approximately fifteen percent (15%) of either side of the median. Deviation within this range is usually explained by differences in experience, length of service and/or differences in responsibilities.

For 2017,2019, the Pay Governance report observed that total compensation for all named executive officers, except Mr. Crumlish,Gydé, was within the competitive range.  The total compensation for Mr. CrumlishGydé was within the competitive range prior to his promotion to CEO in July 2016.  Subsequent to his promotion, Mr. Crumlish’s adjusted compensation fell below the competitive range for that position.  The Compensation Committee increased Mr. Crumlish’s total compensation to the competitive range in 2017.March 2019.

To further assess the Company’s overall compensation practices versus the market, Pay Governance collected pay data for the CFO position from the most recent proxy statements for fivea number of peer companies selected by the Compensation Committee.1 The companies selected were Allscripts Healthcare Solutions, Inc., BG Staffing, Inc., Huron Consulting Group, Inc., Kforce Inc., Leidos Holdings, Inc., Mastech Digital, Inc., Navigant Consulting, Inc., and Volt Information Services, Inc. Pay Governance selected only the CFO position because all companies are required to report data on this position, and the duties are generally comparable. The results of this comparison indicated that the compensation level for the CFO fell between the 25th and 50th percentiles of the peer companies.

Upon completion of the report, the Compensation Committee met personally with a representative of Pay Governance to review the document.  The Compensation Committee used a separate Pay Governance study, in conjunction with the Company’s overall long-term financial and operating objectives for 2017,2019, to set total compensation for the Company’s current CEO.  The Company’s CEO did not have a direct role in establishing the terms of his compensation.  The details of CEO total compensation for 20172019 are discussed below.

The CEO used the Pay Governance Competitive Market Analysis, in conjunction with the Company’s overall long-term financial and operating objectives for 2017,2019, to make compensation recommendations to the Board for each executive officer.  It has been the practice of the Board to approve total compensation packages that contain a significant portion of tailored, performance-based incentives within the executive officer’s purview.  The executive officers have no direct role in establishing the terms of their compensation.  The details of each named executive officer’s total compensation for 20172019 are discussed below.

 

73


Components of Executive Compensation

The compensation paid to the Company’s executive officers, as reflected in the tables set forth in this annual report on Form 10-K for the year ended December 31. 2017,31, 2019, can be broken down into the following three general categories: (i) Baseline Compensation, (ii) Performance-Based Incentives, and (iii) Equity-Based Incentives.  

 

Baseline Compensation

Baseline Compensation includes annual base salary, standard employee benefits generally available to all employees generally and participation in certain executive-level employee benefit programs.  Once awarded, compensation payments made under this component are provided during the course of the year without regard to achievement of specific performance-based objectives.  The Company chooses to pay this component of compensation, becauseas it

1

The five companies selected were: (i) CIBER, Inc., (ii) Mastech Holdings, Inc., (iii) NCI Inc., (iv) Perficient Inc. and (v) Service Source International.

66


comprises the foundation of executive compensation.  As such, the Company considers maintaining competitive levels of baseline compensation essential to attracting and retaining talented personnel.

Annual Base Salary —In an effort to stay competitive, annual salaries for executive officers are reviewed by the Compensation Committee on a yearly basis.  With respect to determining the base salary of executive officers, the Committee takes into consideration the compensation report prepared by Pay Governance, the executive’s individual performance as well as internal equity considerations.  Of these factors, the Pay Governance report is generally given the most weight.  In addition, if circumstances warrant, such as a change in role or responsibility, the Compensation Committee may grant discretionary bonuses from time to time to executive officers.  The Compensation Committee granted no discretionary bonuses in 2017.2019.

Standard Employee Benefits —Executive officers are entitled to participate in the same benefit programs afforded generally to all other employees of the Company.  Such benefits generally include a 401(k) program, Medical/Dental/Vision Health Plans, Employee Stock Purchase Plan, Short-Term and Long-Term Disability Plans, and a Flexible Spending Account Plan.

Executive-Level Benefits —In addition to the benefits afforded to employees generally, executive officers are also eligible to participate in or receive the benefit of the following Company sponsored Executive-Level Benefits: Long-Term Executive Disability Plan, Executive Life Insurance Plan, Accidental Death & Dismemberment and Travel Accident Plan, Income Tax Preparation and Advice program, and the Company’s change in control agreements.2 Mr. Gydé does not have a change in control agreement as Belgian law designates the calculation of separation benefits.  A synopsis of these executive-level benefitsExecutive-Level Benefits is provided below:

Long-Term Executive Disability Plan. The Company will pay, on the executive’s behalf, the premiums associated with maintaining a long-term disability policy with approximately seventy percent (70%) salary replacement up to $29,000 per month.  The benefits provided under the Long-Term Executive Disability Plan are provided in lieu of the Long-Term Disability Plan afforded to employees generally.

Executive Life Insurance Plan. The Company will pay, on the executive’s behalf, the premiums associated with maintaining a life insurance policy with coverage equal to three times current annual base salary.

Accidental Death & Dismemberment & Travel Accident Plan. The Company will pay, on the executive’s behalf, the premiums associated with maintaining an accidental death and dismemberment policy with coverage equal to four times current annual base salary.

 

 

Long-Term Executive Disability Plan. The Company will pay, on the executive’s behalf, the premiums associated with maintaining a long-term disability policy with approximately seventy percent (70%) salary replacement up to $29,000 per month.  The benefits provided under the Long-Term Executive Disability Plan are provided in lieu of the Long-Term Disability Plan afforded to employees generally.

Executive Life Insurance Plan. The Company will pay, on the executive’s behalf, the premiums associated with maintaining a life insurance policy with coverage equal to three times current annual base salary.

Accidental Death & Dismemberment & Travel Accident Plan. The Company will pay, on the executive’s behalf, the premiums associated with maintaining an accidental death and dismemberment policy with coverage equal to four times current annual base salary.

Income Tax Preparation and Advice Program. The Company will generally reimburse executives for out-of-pocket fees expended, up to $2,0003 (11,000 Euro for Mr. Gydé in 2019 in light of the increased complexity of his tax reporting obligations triggered by his promotion to CEO, and 6,000 Euro thereafter) on tax preparation, financial planning or advice.

Change in Control Agreements. All executive officers’ change in control agreements contain double trigger mechanisms.  Pursuant to the terms of these agreements, executives are generally entitled to the following benefits in the event of a change in control (as defined in the agreements): (a) immediate vesting of all stock-related awards granted under the 2010 Equity Award Plan, the 2000 Equity Award Plan, or the 1991 Restricted Stock Plan; (b) immediate vesting and cash payout of any deferred compensation accruing pursuant to the Company’s Nonqualified Key Employee Deferred Compensation Plan; and (c) to the extent that the executive’s stock option rights are impeded or adversely affected by the resulting change in control (i.e., no comparable conversion options offered), an executive is entitled to an immediate lump sum payout of the built-in gain on all unexercised stock options, calculated as of the date of the change in control.  Further, additional severance benefits apply in the event the executive’s employment is terminated for Good Reason by the executive or without Cause by the Company within six (6) months before or twenty-four (24) months after the date of change in control. These additional severance benefits include: a lump sum payment of two times the executive’s annual rate of salary, a lump sum payment of two times the executive’s average annual Incentive (calculated from the preceding three years), a lump sum payout (in lieu of continued healthcare coverage) equal to twenty-five percent (25%) of current salary and highest annual Incentive (from the preceding three years), indemnification coverage for a period of sixty (60) months, a cash-out of equity-based compensation; and payout of any and all deferred compensation accruing up to the date of termination. For more information on Potential change in control related payments, see “Potential Payments upon Termination or Change in Control.”

2

Since Belgian law designates

Change in Control Agreements. All executive officers’ change in control agreements contain double trigger mechanisms.  Pursuant to the calculationterms of separationthese agreements, executives are generally entitled to the following benefits Mr. Gydé does not havein the event of a change in control agreement.

3

European executives receive up(as defined in the agreements): (a) immediate vesting of all stock-related awards granted under the 2010 Equity Award Plan, the 2000 Equity Award Plan, or the 1991 Restricted Stock Plan; (b) immediate vesting and cash payout of any deferred compensation accruing pursuant to 2,000 Euros.the Company’s Nonqualified Key Employee Deferred Compensation Plan; and (c) to the extent that the executive’s stock option rights are impeded or adversely affected by the resulting change in control (i.e., no comparable conversion options offered), an executive is entitled to an immediate lump sum payout of the built-in gain on all unexercised stock options, calculated as of the date of the change in control.  Further, additional severance benefits apply in the event the executive’s employment is terminated for Good Reason by the executive or without Cause by the Company within six (6) months before or twenty-four (24) months after the date of change in control. These additional severance benefits include: a lump sum payment of two times the executive’s annual rate of salary, a lump sum payment of two times the executive’s average annual Incentive (calculated from the

6774


preceding three years), a lump sum payout (in lieu of continued healthcare coverage) equal to twenty-five percent (25%) of current salary and highest annual Incentive (from the preceding three years), indemnification coverage for a period of sixty (60) months, a cash-out of equity-based compensation; and payout of any and all deferred compensation accruing up to the date of termination. For more information on Potential change in control related payments, see “Potential Payments upon Termination or Change in Control.”

Performance-Based Incentives

Performance-Based Incentives include an annual cash incentive (“Incentive”). Compensation payments provided under this program are conditional upon the accomplishment of specific performance-based goals.  The Company chooses to pay this component of compensation because it believes this compensation program is critical to motivating executive officers in a manner that directly impactsaffects shareholder value.

Annual Cash Incentive Compensation —Each executive officer’s total annual compensation includes a potential Incentive award.  Incentive payments are contingent upon the accomplishment of certain performance-based objectives selected by the Compensation Committee annually.  In selecting objectives, the Compensation Committee seeks to individually tailor performance criteria for each executive officer.  The amounts of the Incentive, and the formula for calculating actual payments, are regularly reviewed and surveyed in conjunction with the Pay Governance study discussed earlier.  In 2017,2019, the Compensation Committee established performance objectives for the executive officers based on targeted levels of revenue and operating income.  To the extent an executive officer has specific operational responsibilities, performance objectives were split between: (i) consolidated revenue and operating income for the entire Company and (ii) business unit revenue and gross profit for that executive officer’s focus of operation.  Targets for non-operational executive officers, including the CEO, were based solely on consolidated revenue and non-GAAP operating income for the entire Company.  In 2017,2019, the planned consolidated revenue and consolidated operating income targets for all executive officer incentive plans were $341,100,000$411,700,000 and $6,080,000,$9,081,000, respectively.

The formula for calculating each executive officer’s Incentive provides that at least eighty percent (80%) of the stipulated plan target (“Threshold”) must be achieved before any remuneration is awarded for that objective.  If the Threshold is achieved, the executive officer receives fifty percent (50%) of the designated plan award for that objective.  Then, for each additional percentage point (1%) achieved above the Threshold, up to one hundred percent (100%) of the plan target (“Objective Goal”), the executive officer receives another two and one-half percent (2.5%) of the designated plan award for that objective.  For each additional percentage point (1%) achieved above the Objective Goal, the executive officer receives another five percent (5%) of the designated plan award for that objective.  Each plan prohibits the receipt of amounts in excess of two hundred percent (200%) of the designated plan award for that objective.

The plan award is generally calculated as a percentage of annual base salary.  In 2017,2019, the plan awards were: (i) for Mr. Crumlish, CEO, approximately one hundred seven (107%) of base salary actually paid, (ii) for Mr. Harrington, former CFO, approximately ninety-five percent (95%) of base salary actually paid, (iii) for Mr. Laubacker, CFO, approximately seventy-three (73%) of base salary actually paid4, (iv) for Mr. Gydé, SVP, fifty-one percent (51%) of base salary actually paid5, and (v)

(i)

For Mr. Gydé, effective as of March 1, 2019 for his promotion to CEO, one hundred percent (100%) of base salary actually paid, and prior to Mr. Gydé’s promotion, fifty-one percent (51%) of base salary actually paid,

(ii)

For Mr. Crumlish, previous CEO, one-hundred seven percent (107%) of base salary actually paid,

(iii)

For Mr. Laubacker, CFO, approximately sixty-one (61%) of base salary actually paid,

(iv)

For Mr. Niehaus, EVP, approximately sixty-two percent (62%) of base salary actually paid, and

(v)

For Mr. Radetich, SVP, approximately seventy-two percent (72%) of base salary actually paid.

The Compensation Committee believes that each executive officer’s Incentive plan targets for 20172019 involved a reasonably challenging degree of difficulty that considers current economic challenges and reflects the Board’s desire to maintain flexibility in enhancing the executive officer’s focus, motivation and enthusiasm.  In exceptional circumstances, the Compensation Committee exercises discretion to award Incentive compensation absent achievement of the specified thresholds or to reduce or increase the size of any award or payout.  In this manner, the Compensation Committee believes that each executive officer’s Incentive plan targets are reasonably tailored to promote the Company’s overall annual and long-term financial goals.

Deferred Compensation —This component of executive compensation consists of contributions made under the Deferred Compensation Plan by those executives that choose to defer all or a part of their compensation under plan. Executives chosen to participate in the plan are eligible to elect to defer a percentage of their annual cash compensation.  Effective as of January 1, 2017 the Company has elected to stop making Company contributions under the plan.  

Equity-Based Incentives

This component of executive compensation consists of grants of restricted stock and stock options under the Company’s 2010 Equity Award Plan and the 1991 Restricted Stock Plan.6  In making such grants, the Compensation Committee considers an executive’s past contributions and expected future contributions towards Company performance.  Grants are made to key employees of the Company who, in the opinion of the Compensation Committee, have had and are expected to continue to have a significant impact on the long-term performance of the Company.  The awards are designed to reward individuals who remain with the Company and to further align employee interests with those of the Company’s shareholders.  The

75


Company chooses to pay this component of compensation because it believes that stock

4

Upon Mr. Laubacker’s promotion to CFO in April 2017, his annual base salary was increased to $280,000 and his incentive was increased to $210,000.

5 Mr. Gyde’s base salary is $279,000.

6 The 2010 Equity Award Plan was adopted by the Shareholders in 2010.  As of the date of this filing, grants made prior to the adoption of the 2010 Equity Award Plan are still outstanding and, as such, are governed by the terms of predecessor Award Plans.

68


ownership by management is beneficial in aligning management’s activities and decisions with shareholders’ interests of maximizing share value.

Except in circumstances of new or recently promoted executive officers, the Compensation Committee generally grants equity compensation on a set date each year.  The Company does not time or plan the release of material non-public information for the purpose of affecting the value of compensation.  Equity awards may also be granted at other meetings of the Compensation Committee to individuals who become executive officers, are given increased responsibilities during the year or in recognition of special accomplishments.  The Company has adopted stock ownership guidelines for senior executive officers requiring: (i) the CEO to own Company shares valued at five (5) times his or her own base salary, and (ii) the CFO, Executive Vice Presidents, and Senior Vice Presidents with oversight of operating segments, to own Company shares valued at three (3) times his or her own base salary.

Restricted Stock Grants During 20172019 —The Compensation Committee granted restricted stock awards under the 2010 Equity Award Plan to various executive officers as identified in the tables below.  In general, recipients of restricted stock awards receive a specified number of non-transferable restricted shares to be held by the Company, in the name of the grantee, until satisfaction of stipulated vesting requirements.  Upon satisfaction of such vesting requirements, restrictions prohibiting transferability will be removed from the vested shares.  In determining whether to grant an individual restricted stock, the Compensation Committee considers an executive’s contribution toward Company performance, expected future contribution and the number of options and shares of common stock presently held by the executive.  For awards of restricted stock granted in 20172019 to the executive officers, the shares vest overat the end of a three-year period as follows:  (i) 50% of the amount of an award will vest only if the thirty-trading-day average closing price ofperiod. If the Company’s common stockcumulative three-year non-GAAP earnings per share for the years 2019, 2020, and 2021 equals or exceeds $1.42, then one-hundred percent (100%) of the grants will vest. If the combined cumulative three-year non-GAAP earnings per share is eighty percent (80%) or more, but less than one-hundred percent (100%) of the earnings per share target, a 50% increase in its stock price inpro-rata portion of the grants shall vest. If at least eighty percent (80%) of the three-year period fromnon-GAAP earnings per share target is not met, the date of grant, and (ii) the remaining 50% of the amount of an awardgrants will vest only if the thirty-trading-day average closing price of the Company’s common stock equals or exceeds a 100% increase in its stock price in the three-year period from the date of grant.

Stock Options Granted During 2017 —The Compensation Committee granted stock options under the Company’s 2010 Equity Award Plan to Mr. Laubacker upon his promotion to CFO.  In general, recipients of the stock options receive the right to purchase shares of common stock of the Company in the future at a price equal to the value of the Company’s common stock, as reported on NASDAQ, at closing on the date of grant. The Compensation Committee determines the dates and terms upon which options may be exercised, as well as whether the options will be incentive stock options or nonqualified stock options.  For awards of stock options granted in 2017 to Mr. Laubacker, options vest in four equal installments over the next four years, beginning on the first anniversary of the date of grant.  All stock options have a term of ten years from the date of grant.  In determining whether to grant an individual stock options, the Compensation Committee considers an executive’s contribution toward Company performance, expected future contribution and the number of options and shares of common stock presently held by the executive.  Any value that might be received from an equity grant depends upon increases in the price of the Company’s common stock.  Accordingly, the amount of compensation to be received by an executive is directly aligned with increases in shareholder value.expire.

 

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this annual report on Form 10-K for the year ended December 31, 2017.2019.

Submitted by the Compensation Committee

 

Valerie Rahmani, ChairmanChair

James R. Helvey III

David H. Klein

Daniel J. Sullivan

Owen J. Sullivan

Compensation Committee Interlocks and Insider Participation

During the last completed fiscal year, the Compensation Committee was comprised entirely of independent directors.  The Compensation Committee of the Board of Directors is composed of Valerie Rahmani, Chair, James R.

69


Helvey III, David H. Klein, Daniel J. Sullivan, and Owen J. Sullivan. William D. McGuire served as Chairman of the Compensation Committee until his retirement in February 2017.

2017

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2019 SUMMARY COMPENSATION TABLE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Equity

 

 

 

 

 

 

 

 

 

Name and

 

 

 

 

 

 

 

Stock

 

 

Option

 

 

Incentive Plan

 

 

All Other

 

 

 

 

 

 

 

 

 

 

 

 

Stock

 

 

Option

 

 

Incentive Plan

 

 

All Other

 

 

 

 

 

Principal Position

 

Year

 

Salary

 

 

Awards

 

 

Awards

 

 

Compensation

 

 

Compensation

 

 

Total

 

 

Year

 

Salary

 

 

Awards

 

 

Awards

 

 

Compensation

 

 

Compensation

 

 

Total

 

(a)

 

(b)

 

(c)  ($)

 

 

(e)  ($)  (1)

 

 

(f)  ($)  (2)

 

 

(g)  ($)

 

 

(i)  ($)  (5)

 

 

(j)  ($)

 

 

(b)

 

(c)  ($)

 

 

(e)  ($)  (1)

 

 

(f)  ($)  (2)

 

 

(g)  ($)

 

 

(i)  ($)  (4)

 

 

(j)  ($)

 

Arthur W. Crumlish

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

President and CEO (July 2016 to present)

 

2017

 

$

410,000

 

 

$

91,977

 

 

$

-

 

 

$

155,680

 

(3)

$

19,121

 

(9)

$

676,778

 

Filip J.L. Gydé

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

President and CEO (March 2019 to present)

 

2019

 

$

395,508

 

 

$

449,995

 

 

$

 

 

$

497,303

 

(3)

$

70,945

 

(6)

$

1,413,751

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

-

 

(4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SVP and GM, Strategic Staffing Solutions

 

2016

 

$

314,293

 

 

$

210,402

 

 

$

173,908

 

 

$

124,963

 

(3)

$

36,880

 

(9)

$

882,409

 

EVP, President and GM, CTG Europe

 

2018

 

$

356,971

 

 

$

45,000

 

 

$

 

 

$

229,406

 

(3)

$

113,268

 

(6)

$

744,645

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

21,963

 

(4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

$

277,000

 

 

$

97,988

 

 

$

31,425

 

 

$

128,149

 

(3)

$

28,504

 

(9)

$

593,452

 

 

2017

 

$

271,891

 

 

$

28,715

 

 

$

 

 

$

279,667

 

(3)

$

107,855

 

(6)

$

688,128

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

30,386

 

(4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

John M. Laubacker

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SVP, CFO and Treasurer

 

2017

 

$

260,411

 

 

$

66,866

 

 

$

45,991

 

 

$

67,069

 

(3)

$

22,543

 

(6)

$

462,880

 

(April - December 2017)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

-

 

(4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brendan M. Harrington

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Former SVP & CFO

 

2017

 

$

116,752

 

 

$

-

 

 

$

-

 

 

$

-

 

(3)

$

312,851

 

(7)

$

429,603

 

(January 2017 - April 2017)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

-

 

(4)

 

 

 

 

 

 

 

 

2016

 

$

314,000

 

 

$

175,956

 

 

$

-

 

 

$

32,962

 

(3)

$

42,897

 

(7)

$

583,163

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

17,348

 

(4)

 

 

 

 

 

 

 

 

2015

 

$

336,384

 

 

$

133,144

 

 

$

42,912

 

 

$

230,048

 

(3)

$

45,281

 

(7)

$

830,251

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

42,482

 

(4)

 

 

 

 

 

 

 

Filip J.L. Gydé

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SVP and GM, CTG Europe

 

2017

 

$

271,891

 

 

$

28,715

 

 

$

-

 

 

$

279,667

 

(3)

$

107,855

 

(8)

$

688,128

 

Arthur W. Crumlish

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

President and CEO (July 2016 to February 2019)

 

2019

 

$

69,385

 

 

$

 

 

$

 

 

$

 

(3)

$

597,229

 

(8)

$

666,614

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

-

 

(4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2016

 

$

258,129

 

 

$

128,420

 

 

$

-

 

 

$

120,916

 

(3)

$

124,419

 

(8)

$

631,884

 

 

2018

 

$

410,000

 

 

$

158,940

 

 

$

 

 

$

222,413

 

(3)

$

16,380

 

(8)

$

807,733

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

-

 

(4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

$

274,559

 

 

$

97,988

 

 

$

30,456

 

 

$

137,579

 

(3)

$

120,289

 

(8)

$

660,871

 

 

2017

 

$

410,000

 

 

$

91,977

 

 

$

 

 

$

155,680

 

(3)

$

19,121

 

(8)

$

676,778

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

-

 

(4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

John M. Laubacker

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EVP, CFO and Treasurer

 

2019

 

$

355,000

 

 

$

209,998

 

 

$

 

 

$

302,333

 

(3)

$

34,578

 

(5)

$

901,909

 

(April 2017 to present)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

$

320,000

 

 

$

71,640

 

 

$

 

 

$

106,152

 

(3)

$

30,323

 

(5)

$

528,115

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

$

260,411

 

 

$

66,866

 

 

$

45,991

 

 

$

67,069

 

(3)

$

22,543

 

(5)

$

462,880

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thomas J. Niehaus

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EVP and GM, CTG North America

 

2019

 

$

215,000

 

 

$

101,097

 

 

$

33,518

 

 

$

145,193

 

(3)

$

47,681

 

(7)

$

542,489

 

(from May 5, 2019 to present)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Peter P. Radetich

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SVP and General Counsel

 

2017

 

$

283,000

 

 

$

29,167

 

 

$

-

 

 

$

71,878

 

(3)

$

34,359

 

(10)

$

418,404

 

 

2019

 

$

283,000

 

 

$

144,996

 

 

$

 

 

$

285,669

 

(3)

$

19,964

 

(9)

$

733,629

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

-

 

(4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2016

 

$

278,000

 

 

$

129,366

 

 

$

-

 

 

$

21,977

 

(3)

$

43,573

 

(10)

$

487,915

 

 

2018

 

$

283,000

 

 

$

50,400

 

 

$

 

 

$

102,689

 

(3)

$

20,018

 

(9)

$

456,107

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

14,999

 

(4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

$

278,000

 

 

$

97,988

 

 

$

31,425

 

 

$

115,179

 

(3)

$

38,321

 

(10)

$

590,401

 

 

2017

 

$

283,000

 

 

$

29,167

 

 

$

 

 

$

71,878

 

(3)

$

34,359

 

(9)

$

418,404

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

29,488

 

(4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

The amounts in column (e) reflect the aggregate grant date fair value for the awards granted in the fiscal years ended December 31, 2017, 2016,2019, 2018, and 20152017 as applicable, as computed in accordance with FASB ASC Topic 718.  The assumptions used in the calculation of these amounts are included in footnote 10 to the Company’s audited financial statements for the fiscal year ended December 31, 20172019 included in Item 8, “Financial Statements and Supplementary Data.”

(2)

The amounts in column (f) reflect the aggregate grant date fair value for the options granted in the fiscal years ended December 31, 2017, 2016,2019, 2018, and 20152017 as applicable, as computed in accordance with FASB ASC Topic 718. The assumptions used in the calculation of these amounts are included in footnote 10 to the Company’s audited financial statements for the fiscal year ended December 31, 20172019 included in Item 8, “Financial Statements and Supplementary Data.”

(3)

Represents cash payments earned under the respective executive’s annual cash incentive plan, and additional incentives for Messrs. Harrington, and Gydé of $40,000 and $30,000, respectively in 2015, for their promotion into interim executive roles from October 2014 to April 2015.plan.

(4)

Represents amounts contributed by the Company under the Computer Task Group, Incorporated Nonqualified Deferred Compensation Plan in 2016 and 2015.  Contributions to this plan were eliminated in 2017.

(5)

Life Insurance.  During 2017, 2016,2019, 2018, and 2015,2017, the Company provided life insurance benefits for Messrs. Crumlish,Gydé, Laubacker, Niehaus and Radetich. The premiums paid by the Company in 20172019 for this benefit included $0, $11,759,$38,151, $15,969, $32,452 and $20,000,$0, respectively. The premiums paid by the Company for this benefit in 20162018 for Messrs. Crumlish, Laubacker, and Radetich totaled $0, $13,268, and $20,000,$0, respectively.  The premiums paid for this benefit in 20152017 for Messrs. Crumlish and Radetich totaled $0 and $18,072, respectively.

401(k) Contributions. The Company may match up to 3% of the contributions made by Messrs. Crumlish, Laubacker, and Radetich to the Computer Task Group, Incorporated 401(k) Retirement Plan.  There were no contributions made by the Company to the executives in 2017. Contributions made by the Company during 2016 for Messrs. Crumlishtotaled $0, $11,759, and Radetich totaled $7,950 and $0,$20,000, respectively.  Contributions made by the Company in 2015 for Messrs. Crumlish and Radetich totaled $7,950 and $0, respectively.

401(k) Contributions. The Company may match up to 3% of the contributions made by Messrs. Laubacker, Niehaus, and Radetich to the Computer Task Group, Incorporated 401(k) Retirement Plan.  There were no contributions made by the Company to the executives in 2019, 2018, or 2017.

(6)

(7) 

(5)

In addition to life insurance premiums (as further disclosed in footnote 5)4), during 2017,2019, Mr. Laubacker received a total value of $22,543$18,609 in Other Compensation for the following Executive-Level Benefits (which are further described beginning on page 71)75):  Long-Term Executive Disability Plan, Accidental Death & Dismemberment & Travel Accident Plan, and the Executive Medical and Dental Plan.

During 2017, Mr. Harrington received a total value of $312,851 in benefits, including $308,490 in termination benefits, and $4,361 for other Executive-Level Benefits (which are further described beginning on page 71) including: Long-Term Disability Plan and the Executive Medical and Dental Plan. In 2016, Mr. Harrington received a total value of $23,219 from the following Executive-Level Benefits:  Long-Term Executive Disability Plan, Accidental Death & Dismemberment & Travel Accident Plan, Executive Medical and Dental Plan Program, and Mr. Harrington’s annual dues at a luncheon club.  Mr. Harrington received a total value of $26,680 from these Executive-Level Benefits during 2015.

70


(8)

(9)

(10)

(6)

In accordance with Belgian law, the Company is required to pay Mr. Gydé: (i) 92% of one month’s pay as vacation pay and (ii) a year-end premium equal to one month’s base salary.  Together, these legal obligations totaled $14,321 in 2019, $63,005 in 2018, and $56,673 in 2017, $72,896 in 2016, and $68,317 in 2015.2017.  The Company also makes contributions towards Mr. Gydé’s cafeteria plan account, which is a plan generally available to all Belgium employees. Contributions to Mr. Gydé’s cafeteria plan totaled $38,151 in 2019, $30,773 in 2018, and $34,794 in 2017, $33,260 in 2016, and $34,878 in 2015.2017. The Company also leases an automobile for Mr. Gydé’s use, aswhich is done foran option provided to all Belgium employees with a likelihood of traveling.  The cost to the Company for leasing Mr. Gydé’s automobile was $16,234 in 2019, $17,128 in 2018, and $16,388 in 2017, $16,050 in 2016, and $16,099 in 2015.2017.  Mr. Gydé also received $0, $2,213$2,239, $2,362 and $995$2,001 for the Income Tax Preparation and Financial Advice Program in 2017, 2016,2019, 2018, and 2015,2017, respectively. Mr. Gydé is paid in Euros and amounts are converted to United States Dollars based on the average foreign currency exchange rate for 2017.2019.

(7)

In 2019, Mr. Niehaus received a total of $15,229 for Executive-Level Benefits, which are further discussed on page 75.

(8)

In addition to life insurance premiums and 401(k) contributions (as further disclosed in footnote 5)4), during 20172019 Mr. Crumlish received a total value of $19,121$4,169 for the following executive-level benefitsExecutive-Level Benefits (which are further described beginning on page 71)75): Long-Term Executive Disability Plan, Accidental Death & Dismemberment & Travel Accident Plan, the Executive Medical and Dental Plan, and the Income Tax Preparation and Advice Program.  In 20162018 and 2015,2017, Mr. Crumlish received a total value of $28,930$16,380 and $20,554$19,121 for these benefits, respectively.

(9)

In addition to life insurance premiums (as further disclosed in footnote 5)4), during 20172019 Mr. Radetich received a total value of $34,359$19,964 for the following executive-level benefitsExecutive-Level Benefits (which are further described beginning on page 71)75): Long-Term Executive Disability Plan, Accidental Death & Dismemberment & Travel Accident Plan, the Executive Medical and Dental Plan, and the Income Tax Preparation and Advice Program. During 20162018 and 2015,2017, Mr. Radetich received a total value of $24,026$20,018 and $20,249$34,359 from these Executive LevelExecutive-Level Benefits, respectively.  

 

77


Specific Executive Officer Compensation Plans and Employment Agreements

Arthur W. Crumlish, CEO.  In 2017, Mr. Crumlish’s total compensation included annual base salary payments of $410,000, an Incentive of $155,680, and a grant of 71,300 restricted shares with a performance condition.  In setting baseline compensation and the performance standards for Mr. Crumlish’s compensation, the Compensation Committee considered the Pay Governance report. The total amount of compensation that Mr. Crumlish received was based on a combination of his baseline compensation and the extent to which the thresholds for compensation were achieved under his performance based incentives.  

Mr. Crumlish is currently the only executive officer with a written Employment Agreement (“Agreement”) addressing compensation terms. This Agreement provides that:

compensation would be reviewed and adjusted annually by the Compensation Committee as appropriate;

either party may terminate the employment relationship upon sixty (60) days prior written notice to the other;

competitive activities, and other activities adverse to the Company’s interests, are prohibited during the term of the employment relationship and for a six-(6) month period after any termination thereof.

The Agreement also provides severance compensation in the event of termination.  In the event of termination by Mr. Crumlish for Good Reason (as defined in the Agreement), or by the Company other than for Cause (as defined in the Agreement), or if he dies or becomes disabled, Mr. Crumlish would receive a lump-sum cash payment equal to his current base salary plus the average annual cash Incentive paid to him in the three (3) years leading up to the actual date of termination.  Mr. Crumlish would also continue to receive medical and dental benefits for a period of twelve (12) months.

John M. Laubacker, CFO.  In 2017, Mr. Laubacker’s total compensation included annual salary payments of $260,411, an Incentive of $67,069, a grant of 24,900 stock options at $5.75 per share, a grant of 8,000 restricted shares, and a grant of 16,175 restricted shares with a performance condition.  In setting baseline compensation and the performance standards for Mr. Laubacker’s compensation, the Compensation Committee considered the Pay Governance report.  The total amount of compensation that Mr. Laubacker received was based on a combination of his baseline compensation and the extent to which the thresholds for compensation were achieved under his performance based incentives.

Brendan M. Harrington, Former CFO.  In 2017, Mr. Harrington’s compensation included annual salary payments totaling $116,752, and termination payments totaling $308,490.

Filip J.L. Gydé, SVPCEO.   In 2017,   Mr. Gydé was promoted from EVP, President and General Manager of the Company’s European operations to President and Chief Executive Officer on March 1, 2019. Mr. Gydé’s compensation included annual base salary payments of $271,891,7$395,508, an Incentive of $236,159,$497,303, and a grant of 22,26091,277 restricted shares with a performance condition. In accordance with Belgian law, the Company is required to pay Mr. Gydé: (i) 92% of one month’s pay as vacation pay and (ii) a year-end premium equal to one month’s base salary.  The amounts paid to Mr. Gydé are not reflected in the base salary amount. In setting baseline compensation and the performance standards for Mr. Gydé, the Compensation Committee considered the Pay Governance report.  The total amount of compensation that Mr. Gydé received was based on a combination of his baseline compensation and the extent to which the thresholds for compensation were achieved under his performance based incentives.  Pursuant to Belgian law, the Company is required to pay Mr. Gydé certain additional benefits that are generally afforded to all Belgian employees.  These statutory benefits totaled $100,181$70,945 (“20172019 Summary Compensation Table”) in 2017.2019.

Arthur W. Crumlish, retired CEO.  In 2019, Mr. Crumlish retired as Chief Executive Officer and a member of the Company’s board of directors on March 1, 2019. Mr. Crumlish’s total compensation included annual base salary payments of $69,385.  In setting baseline compensation and the performance standards for Mr. Crumlish’s compensation, the Compensation Committee considered the Pay Governance report. The total amount of compensation that Mr. Crumlish received was based on a combination of his baseline compensation and the extent to which the thresholds for compensation were achieved under his performance based incentives.  

Mr. Crumlish had a written Employment Agreement (“Agreement”) addressing compensation terms. This Agreement provided that:

compensation would be reviewed and adjusted annually by the Compensation Committee as appropriate;

either party may terminate the employment relationship upon sixty (60) days prior written notice to the other;

competitive activities, and other activities adverse to the Company’s interests, are prohibited during the term of the employment relationship and for a six-(6) month period after any termination thereof.

The Agreement also provided severance compensation in the event of termination.  In the event of termination by Mr. Crumlish for Good Reason (as defined in the Agreement), or by the Company other than for Cause (as defined in the Agreement), or if he died or became disabled, Mr. Crumlish would receive a lump-sum cash payment equal to his current base salary plus the average annual cash Incentive paid to him in the three (3) years leading up to the actual date of termination.  Mr. Crumlish would also continue to receive medical and dental benefits for a period of twelve (12) months. Under this agreement, Mr. Crumlish received $593,060 upon his retirement from the Company.

John M. Laubacker, CFO.  In 2019, Mr. Laubacker’s total compensation included annual salary payments of $355,000, an Incentive of $302,333, and a grant of 42,596 restricted shares with a performance condition.  In setting baseline compensation and the performance standards for Mr. Laubacker’s compensation, the Compensation Committee considered the Pay Governance report.  The total amount of compensation that Mr. Laubacker received was based on a combination of his baseline compensation and the extent to which the thresholds for compensation were achieved under his performance based incentives.

Thomas J. Niehaus, EVP.  Mr. Niehaus joined the Company on May 5, 2019 as the Executive Vice Present and General Manager for the Company’s North American operations. In 2019, Mr. Niehaus’ compensation included annual base salary payments of $215,000 ($325,000 on an annual basis), an Incentive of $145,193, and a grant of 13,691 restricted shares with a performance condition. Also, Mr. Niehaus was granted 8,000 restricted shares and 26,500 stock options upon joining the Company in May 2019. In setting baseline compensation and the performance standards for Mr. Niehaus’ compensation, the Compensation Committee considered the Pay Governance report.  The total amount of compensation that Mr. Niehaus received was based on a combination of his baseline compensation and the extent to which the thresholds for compensation were achieved under his performance-based incentives.

Peter P. Radetich, SVP.   In 2017,2019, Mr. Radetich’s compensation included annual base salary payments of $283,000, an Incentive of $71,878,$285,669, and a grant of 22,61029,411 restricted shares with a performance condition. In setting

5

In accordance with Belgian law, the Company is required to pay Mr. Gydé: (i) 92% of one month’s pay as vacation pay and (ii) a year-end premium equal to one month’s pay.  These amounts are not reflected in Mr. Gydé’s salary.

71


baseline compensation and the performance standards for Mr. Radetich’s compensation, the Compensation Committee considered the Pay Governance report and his past performance.  The total amount of compensation that Mr. Radetich received was based on a combination of his baseline compensation and the extent to which the thresholds for compensation were achieved under his performance-based incentives.

78


We believe executive pay must be internally consistent and equitable to motivate our employees to create shareholder value. We are committed to internal pay equity, and the Compensation Committee monitors the relationship between the pay our executive officers receive and the pay our non-managerial employees receive. The compensation for our CEO in 20172019 was approximately 1530 times the median pay of our employees.

Our CEO to median employee pay ratio is calculated in accordance with the SEC’s rules and regulations under item 402(u) of Regulation S-K. We identified the median employee by examining the 20172019 total cash compensation for all individuals, excluding our CEO, who were actively employed by us on December 31, 2017,2019, the last day of our fiscal year. We included full-time, part-time, and seasonal employees. For employees that were not located in the US, we converted their total cash compensation from local currencies to US dollars by using the 20172019 average currency exchange rates per www.irs.gov (https://www.irs.gov/individuals/international-taxpayers/yearly-average-currency-exchange-rates). We did not make any other assumptions, adjustments, or estimates with respect to the total cash compensation, and we did not annualize the compensation for any employees that were not employed by us for all of 2017.2019. We believe the use of total cash compensation for all employees is a consistently applied compensation measure because we do not widely distribute annual equity awards to employees.

After identifying the median employee based on total cash compensation, we calculated the annual total compensation for such employee using the same methodology we use for our named executive officers as set forth in the 20172019 Summary Compensation Table in our Proxy Statement.

 

As illustrated in the table below, our 20172019 CEO to median employee pay ratio is 15:30:1:

 

 

 

Filip J.L. Gydé, President and CEO

 

 

Median CTG Employee

 

Salary

 

$

395,508

 

 

$

41,265

 

Overtime Pay

 

 

 

 

 

6,548

 

Stock Awards

 

 

449,995

 

 

 

 

Non-Equity Incentive

 

 

497,303

 

 

 

 

All Other Compensation

 

 

70,945

 

 

 

 

 

 

$

1,413,751

 

 

$

47,813

 

 

 

 

 

 

 

 

 

 

Ratio

 

 

29.57

 

 

 

1.00

 

 

 

 

Arthur W. Crumlish, President and CEO

 

 

Median CTG Employee

 

Salary

 

$

410,000

 

 

$

39,530

 

Overtime Pay

 

$

-

 

 

$

2,957

 

Stock Awards

 

$

91,977

 

 

$

-

 

Non-Equity Incentive

 

$

155,680

 

 

$

1,522

 

All Other Compensation

 

$

19,121

 

 

$

-

 

 

 

$

676,778

 

 

$

44,009

 

 

 

 

 

 

 

 

 

 

Ratio

 

 

15.38

 

 

 

1.00

 

20172019 GRANTS OF PLAN-BASED AWARDS

 

 

 

 

Estimated Future Payouts

Under Non-Equity Incentive

Plan Awards (1)

 

 

Estimated Future Payouts

Under Equity Incentive

Plan Awards

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Estimated Future Payouts

Under Non-Equity Incentive

Plan Awards (1)

 

 

Estimated Future Payouts

Under Equity Incentive

Plan Awards

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name

 

Date

 

Threshold

 

 

Target

 

 

Maximum

 

 

Threshold

 

 

Target

 

 

Maximum

 

 

All Other Stock Awards: Number of Shares of Stock or Units

 

 

All Other Option Awards: Number of Securities Underlying Options

 

 

Exercise or Base Price of Option Awards

 

 

Grant Date Fair Value of Stock and Option Awards

 

 

Grant Date

 

 

Threshold

 

 

Target

 

 

Maximum

 

 

Threshold

 

 

Target

 

 

Maximum

 

 

All Other Stock Awards: Number of Shares of Stock or Units

 

 

All Other Option Awards: Number of Securities Underlying Options

 

 

Exercise or Base Price of Option Awards

 

 

Grant Date Fair Value of Stock and Option Awards

 

(a)

 

(b)

 

(c)  ($)

 

 

(d)  ($)

 

 

(e)  ($)

 

 

(f)  #

 

 

(g)  #

 

 

(h)  #

 

 

(i)  #

 

 

(j)  #

 

 

(k)  ($/sh)

 

 

(l)  ($)

 

 

(b)

 

 

(c)  ($)

 

 

(d)  ($)

 

 

(e)  ($)

 

 

(f)  #

 

 

(g)  #

 

 

(h)  #

 

 

(i)  #

 

 

(j)  #

 

 

(k)  ($/sh)

 

 

(l)  ($)

 

Filip J.L. Gydé

 

9/26/2019

 

 

$

187,500

 

 

$

375,000

 

 

$

750,000

 

 

 

45,639

 

 

 

91,277

 

 

 

91,277

 

 

 

 

 

 

 

 

$

 

 

$

449,995

 

Arthur W. Crumlish

 

5/15/2017

 

$

110,000

 

 

$

440,000

 

 

$

880,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

71,300

 

 

 

-

 

 

$

-

 

 

$

91,977

 

 

 

 

 

$

220,000

 

 

$

440,000

 

 

$

880,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 

 

$

 

John M. Laubacker

 

5/15/2017

 

$

47,390

 

 

$

189,558

 

 

$

379,116

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

8,000

 

 

 

24,900

 

 

$

5.75

 

 

$

91,991

 

 

9/26/2019

 

 

$

107,500

 

 

$

215,000

 

 

$

430,000

 

 

 

21,298

 

 

 

42,596

 

 

 

42,596

 

 

 

 

 

 

 

 

$

 

 

$

209,998

 

John M. Laubacker

 

5/15/2017

 

$

-

 

 

$

-

 

 

$

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

16,175

 

 

 

-

 

 

$

-

 

 

$

20,866

 

Filip J. L. Gydé

 

5/15/2017

 

$

40,204

 

 

$

160,816

 

 

$

321,632

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

22,260

 

 

 

-

 

 

$

-

 

 

$

28,715

 

Thomas J. Niehaus

 

9/26/2019

 

 

$

65,385

 

 

$

130,769

 

 

$

261,538

 

 

 

6,846

 

 

 

13,691

 

 

 

13,691

 

 

 

 

 

 

 

 

$

 

 

$

67,497

 

 

5/31/2019

 

 

$

 

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

8,000

 

 

 

26,500

 

 

$

4.20

 

 

$

67,118

 

Peter P. Radetich

 

5/15/2017

 

$

50,787

 

 

$

203,149

 

 

$

406,298

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

22,610

 

 

 

-

 

 

$

-

 

 

$

29,167

 

 

9/26/2019

 

 

$

101,575

 

 

$

203,149

 

 

$

406,298

 

 

 

14,706

 

 

 

29,411

 

 

 

29,411

 

 

 

 

 

 

 

 

$

 

 

$

144,996

 

 

(1)

The amounts shown in column (c) reflect Incentives that would be paid for achieving 80% of all stipulated plan targets. The amounts shown in column (d) reflect Incentives that would be paid for achieving 100% of all stipulated plan targets. For Mr. Gydé, his annual incentive as CEO for 2019 was $450,000, but this amount was prorated to $375,000 as his start date for becoming the Company’s CEO was March 1, 2019. Additionally, Mr. Gydé earned $34,059 of incentives as his role as SVP between January 1, 2019 & February 28, 2019. For Mr. Niehaus, his annual incentive was $200,000, but this amount was prorated to $130,769 for his start date of May 5, 2019 as the Executive Vice Present and General Manager for the Company’s North American operations. The amounts shown in column (e) reflect the maximum Incentives that would be paid under the stipulated plan. Further discussion of Incentive plan calculations is provided under the section entitled “Annual Cash Incentive Compensation,” found earlier in this annual report on Form 10-K for the year ended December 31, 20172019 under the heading “Performance-Based Incentives.”


 

79


Grants of Plan-Based Awards

Each of the Non-Equity Incentive Plan Awards represented in the table above were Incentive awards granted to the named executive officers during 2017.2019.  Such Incentive awards are described earlier in this report under the heading “Performance-Based Incentives.”  The formula for calculating each executive officer’s Incentive provides that at least eighty percent (80%) of the stipulated plan target (“Threshold”) must be achieved before any remuneration is awarded for that objective.  If the Threshold is achieved, the executive officer receives fifty percent (50%) of the designated plan award81 for that objective.  Then, for each additional percentage point (1%) achieved above the Threshold, up to one hundred percent (100%) of the plan target (“Objective Goal”), the executive officer receives another two and one-half percent (2.5%) of the designated plan award for that objective.  For each additional percentage point (1%) achieved above the Objective Goal, the executive officer receives another five percent (5%) of the designated plan award for that objective.  Each plan prohibits the receipt of amounts in excess of two hundred percent (200%) of the designated plan award for that objective.

Pursuant to Company policies, an Incentive is only earned by and payable to an individual who remains in the Company’s employ on the date of Incentive distribution.  Incentive payments for 20172019 were made on February 23, 2018.  March 6, 2020.

Each of the equity awards represented in the table above waswere granted pursuant to the 2010 Equity Award Plan. Except for certainThe restricted shares awarded to Mr. Laubacker upon his promotion to CFO, the restricted stock unit awards represented in the table above were granted by the Board to the named executive officers on May 15, 2017September 26, 2019 and include a performance condition. UnderFor awards of restricted stock granted in 2019 to the grants,executive officers, the stock priceshares vest at the end of a three-year period. If the Company’s common shares must increase by an average of fiftycumulative three-year non-GAAP earnings per share for the years 2019, 2020, and 2021 equals or exceeds $1.42, then one-hundred percent (50%) for thirty consecutive days, from $5.75 to $8.63, within three years from the date of grant for fifty percent (50%(100%) of the grants will vest. If the combined cumulative three-year non-GAAP earnings per share units to vest.  The remaining share units will vest to the named executive officers if the stock price increases by an average of one hundredis eighty percent (80%) or more, but less than one-hundred percent (100%) for thirty consecutive days, from $5.75 to $11.50, within three years fromof the dateearnings per share target, a pro-rata portion of grant.the grants shall vest. If at least eighty percent (80%) of the stock price targets arethree-year non-GAAP earnings per share target is not met, within three years from the date of grant, the share units represented by the grants will expire.  The Company intends to again only grant performance restricted share units to the executive officers with the same vesting criteria in 2018.

Restricted stock totaling 8,000 shares, and stock options representing 24,900 shares included in the table above, were granted by the Board to Mr. Laubacker following his promotion to CFO.  

Recipients of both stock option and restricted stock awards were required to enter into agreements with the Company governing the vesting, exercise and/or transferability (as applicable) of such awards.  Vesting requirements for stock option and restricted stock awards and restricted stock unit awards are based solely on continued employment.

 

61 

The designated plan award is generally calculated as a percentage of annual base salary.  In 2017,2019, the designated plan awards were: (i) for Mr. Crumlish,Gydé, effective as of March 1, 2019 for his promotion to CEO, one hundred seven.three-tenths percent (107.3%(100%) of base salary actually paid, and prior to Mr. Gydé’s promotion, fifty-one percent (51%) of base salary actually paid, (ii) for Mr. Laubacker, seventy-two.and eight-tenths (72.8%Crumlish, previous CEO, one-hundred seven percent (107%) of base salary actually paid, (iii) for Mr. Gydé, SVP, fifty-one percent (51%Laubacker, CFO, approximately sixty-one (61%) of base salary actually paid, (iv) for Mr. Niehaus, EVP, approximately sixty-two percent (62%) of base salary actually paid, and (v) for Mr. Radetich, SVP, seventy-one.and eight-tenthsapproximately seventy-two percent (71.8%(72%) of base salary actually paid.paid

 


201780


2019 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

 

Option Awards

 

 

Stock Awards

 

 

Option Awards

 

 

Stock Awards

 

Name

 

Number of Securities Underlying Unexercised Options Exercisable (#)

 

 

Number of Securities Underlying Unexercised Options Unexercisable (#)

 

 

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)

 

 

Option Exercise Price ($)

 

 

Option Exercise Date

 

 

Number of Shares or Units of Stock That Have Not Vested (#)

 

 

Market Value of Shares or Units of Stock That Have Not Vested ($)

 

 

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

 

 

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

 

 

Number of Securities Underlying Unexercised Options Exercisable (#)

 

 

Number of Securities Underlying Unexercised Options Unexercisable (#)

 

 

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)

 

 

Option Exercise Price ($)

 

 

Option Expiration Date

 

 

Number of Shares or Units of Stock That Have Not Vested (#)

 

 

Market Value of Shares or Units of Stock That Have Not Vested ($)

 

 

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

 

 

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

 

(a)

 

(b)

 

 

(c)

 

 

(d)

 

 

(e)

 

 

(f)

 

 

(g)

 

 

(h)

 

 

(i)

 

 

(j)

 

 

(b)

 

 

(c)

 

 

(d)

 

 

(e)

 

 

(f)

 

 

(g)

 

 

(h)

 

 

(i)

 

 

(j)

 

Arthur W. Crumlish

 

 

20,000

 

 

 

-

 

 

 

-

 

 

$

4.79

 

 

5/13/2018

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Filip J.L. Gydé

 

 

20,000

 

 

 

 

 

 

 

 

$

7.18

 

 

2/16/2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20,000

 

 

 

-

 

 

 

-

 

 

$

4.90

 

 

5/12/2019

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

10,000

 

 

 

 

 

 

 

 

$

12.16

 

 

2/15/2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20,000

 

 

 

-

 

 

 

-

 

 

$

7.18

 

 

2/16/2020

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

9,000

 

 

 

 

 

 

 

 

$

15.04

 

 

2/14/2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,000

 

 

 

-

 

 

 

-

 

 

$

12.16

 

 

2/15/2021

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

9,000

 

 

 

 

 

 

 

 

$

20.68

 

 

2/12/2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,000

 

 

 

-

 

 

 

-

 

 

$

15.04

 

 

2/14/2022

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

9,000

 

 

 

 

 

 

 

 

$

16.93

 

 

2/19/2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,000

 

 

 

-

 

 

 

-

 

 

$

20.68

 

 

2/12/2023

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

13,600

 

 

 

 

 

 

 

 

$

7.48

 

 

11/10/2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

145,325

 

 

$

752,784

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Arthur W. Crumlish

 

 

9,000

 

 

 

 

 

 

 

 

$

15.04

 

 

2/14/2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,750

 

 

 

2,250

 

(ca)

 

-

 

 

$

16.93

 

 

2/19/2024

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

9,000

 

 

 

 

 

 

 

 

$

20.68

 

 

2/12/2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,250

 

 

 

7,250

 

(cb)

 

-

 

 

$

7.48

 

 

11/10/2025

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

9,000

 

 

 

 

 

 

 

 

$

16.93

 

 

2/19/2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

45,096

 

 

 

135,288

 

(cc)

 

-

 

 

$

4.95

 

 

8/9/2026

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

10,875

 

 

 

 

 

 

 

 

$

7.48

 

 

11/10/2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

111,692

 

 

$

569,629

 

 

 

-

 

 

 

-

 

 

 

90,192

 

 

 

45,096

 

(ca)

 

 

 

$

4.95

 

 

8/9/2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

John M. Laubacker

 

 

5,000

 

 

 

-

 

 

 

-

 

 

$

4.79

 

 

5/13/2018

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

5,000

 

 

 

 

 

 

 

 

$

7.18

 

 

2/16/2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,000

 

 

 

-

 

 

 

-

 

 

$

4.90

 

 

5/12/2019

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

7,500

 

 

 

 

 

 

 

 

$

12.16

 

 

2/15/2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,000

 

 

 

-

 

 

 

-

 

 

$

7.18

 

 

2/16/2020

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

7,000

 

 

 

 

 

 

 

 

$

15.04

 

 

2/14/2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,500

 

 

 

-

 

 

 

-

 

 

$

12.16

 

 

2/15/2021

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

7,000

 

 

 

 

 

 

 

 

$

20.68

 

 

2/12/2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,000

 

 

 

-

 

 

 

-

 

 

$

15.04

 

 

2/14/2022

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

7,000

 

 

 

 

 

 

 

 

$

16.93

 

 

2/19/2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,000

 

 

 

-

 

 

 

-

 

 

$

20.68

 

 

2/12/2023

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

10,400

 

 

 

 

 

 

 

 

$

7.48

 

 

11/10/2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,250

 

 

 

1,750

 

(la)

 

-

 

 

$

16.93

 

 

2/19/2024

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

12,450

 

 

 

12,450

 

(la)

 

 

 

$

5.75

 

 

5/15/2027

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,200

 

 

 

5,200

 

(lb)

 

-

 

 

$

7.48

 

 

11/10/2025

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

107,484

 

 

 

556,767

 

 

 

 

 

 

 

 

 

-

 

 

 

24,900

 

(lc)

 

-

 

 

$

5.75

 

 

5/15/2027

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

44,313

 

 

$

225,996

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Filip J.L. Gydé

 

 

20,000

 

 

 

-

 

 

 

-

 

 

$

4.79

 

 

5/13/2018

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

20,000

 

 

 

-

 

 

 

-

 

 

$

4.90

 

 

5/12/2019

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

20,000

 

 

 

-

 

 

 

-

 

 

$

7.18

 

 

2/16/2020

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

10,000

 

 

 

-

 

 

 

-

 

 

$

12.16

 

 

2/15/2021

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

9,000

 

 

 

-

 

 

 

-

 

 

$

15.04

 

 

2/14/2022

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

9,000

 

 

 

-

 

 

 

-

 

 

$

20.68

 

 

2/12/2023

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,687

 

 

 

7,313

 

(ga)

 

-

 

 

$

16.93

 

 

2/19/2024

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,700

 

 

 

11,900

 

(gb)

 

-

 

 

$

7.48

 

 

11/10/2025

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Thomas J. Niehaus

 

 

 

 

 

26,500

 

(na)

 

 

 

$

4.20

 

 

5/31/2029

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

50,225

 

 

$

256,148

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

21,691

 

 

$

112,359

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Peter P. Radetich

 

 

15,000

 

 

 

-

 

 

 

-

 

 

$

4.79

 

 

5/13/2018

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

15,000

 

 

 

 

 

 

 

 

$

7.18

 

 

2/16/2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,000

 

 

 

-

 

 

 

-

 

 

$

4.90

 

 

5/12/2019

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

10,000

 

 

 

 

 

 

 

 

$

12.16

 

 

2/15/2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,000

 

 

 

-

 

 

 

-

 

 

$

7.18

 

 

2/16/2020

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

9,000

 

 

 

 

 

 

 

 

$

15.04

 

 

2/14/2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,000

 

 

 

-

 

 

 

-

 

 

$

12.16

 

 

2/15/2021

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

9,000

 

 

 

 

 

 

 

 

$

20.68

 

 

2/12/2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,000

 

 

 

-

 

 

 

-

 

 

$

15.04

 

 

2/14/2022

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

9,000

 

 

 

 

 

 

 

 

$

16.93

 

 

2/19/2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,000

 

 

 

-

 

 

 

-

 

 

$

20.68

 

 

2/12/2023

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

14,500

 

 

 

 

 

 

 

 

$

7.48

 

 

11/10/2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,750

 

 

 

2,250

 

(ra)

 

-

 

 

$

16.93

 

 

2/19/2024

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

$

 

 

 

 

 

 

86,859

 

 

 

449,930

 

 

 

 

 

 

 

 

 

7,250

 

 

 

7,250

 

(rb)

 

-

 

 

$

7.48

 

 

11/10/2025

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

50,723

 

 

$

258,687

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(cb)3,625 each vest on 11/10/2018 and 11/10/2019

(cc)45,096 each vest on 8/9/2018, 8/9/2019 and 8/9/2020

(la)1,750 vest on 2/19/18

(lb)2,600 each vest on 11/10/2018 and 11/10/2019

(lc)6,225 each vest on 5/15/2018, 5/15/2019, 5/15/2020, and 5/15/2021

(ga)6,750 vest on 1/1/2018 and 563 vest on 2/19/2018

(gb)850 each vest on 11/10/2018 and 11/10/2019, and 10,200 vest on 1/1/2019

(ra)2,250 vest on 2/19/2018

(rb)3,625 each vest on 11/10/2018 and 11/10/2019

 

 


(ca)

45,096 vest on 8/9/2020

(la)

6,225 each vest on 5/15/2020 and 5/15/2021

(na)

8,834 vest on 5/31/2020, and 8,833 each vest on 5/31/2021 and 5/31/2022

81


20172019 OPTION EXERCISES AND STOCK VESTED

 

The following table provides information for each of the Company’s named executive officers regarding stock option exercises and vesting of stock awards during 2017.2019.

 

 

Option Awards

 

 

Stock Awards

 

 

Option Awards

 

 

Stock Awards

 

Name of Executive Officer

 

Number of Shares Acquired on Exercise (#) (1)

 

 

Value Realized on Exercise ($)

(1)

 

 

Number of Shares Acquired on Exercise (#) (1)

 

 

Value Realized on Exercise ($)

(1)

 

 

Number of Shares Acquired on Exercise (#) (1)

 

 

Value Realized on Exercise ($)

(1)

 

 

Number of Shares Acquired on Vesting  (#) (1)

 

 

Value Realized on Vesting ($)

(1)

 

Filip J. L. Gydé

 

 

 

 

$

 

 

 

10,063

 

 

$

46,715

 

Arthur W. Crumlish

 

 

20,000

 

 

$

24,000

 

 

 

16,054

 

 

$

87,396

 

 

 

45,096

 

 

$

22,999

 

 

 

6,837

 

 

$

28,579

 

John M. Laubacker

 

 

5,000

 

 

$

6,900

 

 

 

8,662

 

 

$

47,519

 

 

 

 

 

$

 

 

 

9,262

 

 

$

42,572

 

Brendan M. Harrington

 

 

55,000

 

 

$

61,338

 

 

 

12,300

 

 

$

69,352

 

Filip J. L. Gydé

 

 

20,000

 

 

$

15,770

 

 

 

11,911

 

 

$

65,408

 

Thomas J. Niehaus

 

 

 

 

$

 

 

 

 

 

$

 

Peter P. Radetich

 

 

-

 

 

$

-

 

 

 

11,962

 

 

$

65,708

 

 

 

 

 

$

 

 

 

10,112

 

 

$

46,919

 

(1)

For Option Awards, the value realized is the difference between the fair market value of the underlying stock at the time of exercise and the exercise price.  For Stock Awards, the value realized is based on the fair market value of the underlying stock on the vest date.

Pension Benefits

The Company maintains an Executive Supplemental Benefit Plan (Supplemental Plan) which provides certain former executives with deferred compensation benefits.  The Supplemental Plan was amended as of December 1, 1994 in order to freeze the then-current benefits, provide no additional benefit accruals for participants and to admit no new participants.  None of the named executive officers participates in the Supplemental Plan.  

Generally, the Supplemental Plan provides for retirement benefits of up to 50% of a participating employee’s base compensation at termination or as of December 1, 1994, whichever is earlier, and pre-retirement death benefits calculated using the same formula that is used to calculate normal and early retirement benefits.  Benefits are based on service credits earned each year of employment prior to and subsequent to admission to the Supplemental Plan through December 1, 1994.  Retirement benefits and pre-retirement death benefits are paid during the 180 months following retirement or death, respectively, while disability benefits are paid until normal retirement age.  Normal retirement is age 60. For any participant who is also a participant in the Deferred Compensation Plan, the normal retirement age iswas increased to 65.

2019 NONQUALIFIED DEFERRED COMPENSATION

 

Name of Executive Officer

(a)

 

Executive Contributions in Last FY ($)

(b)

 

 

Registrant Contributions in Last FY ($)

(c)

 

 

Aggregate Earnings in Last FY ($)

(d)

 

 

Aggregate Withdrawals / Distributions ($)

(e)

 

 

Aggregate Balance at Last FYE ($)

(f)

 

 

Executive Contributions in Last FY ($)

(b) (1)

 

 

Registrant Contributions in Last FY ($)

(c)

 

 

Aggregate Earnings in Last FY ($)

(d)

 

 

Aggregate Withdrawals / Distributions ($)

(e)

 

 

Aggregate Balance at Last FYE ($)

(f)

 

Arthur W. Crumlish (1)

 

 

-

 

 

 

-

 

 

$

54,956

 

 

 

-

 

 

$

337,860

 

John M. Laubacker (1)

 

 

-

 

 

 

-

 

 

$

6,465

 

 

 

-

 

 

$

143,055

 

Brendan M. Harrington (1)

 

 

-

 

 

 

-

 

 

$

37,162

 

 

 

-

 

 

$

275,128

 

Filip J. L. Gydé

 

 

-

 

 

 

-

 

 

$

-

 

 

 

-

 

 

$

-

 

 

 

 

 

 

 

 

$

 

 

 

 

 

$

 

Arthur W. Crumlish

 

 

 

 

 

 

 

$

41,672

 

 

 

 

 

$

328,571

 

John M. Laubacker

 

 

 

 

 

 

 

$

14,896

 

 

 

 

 

$

150,615

 

Thomas J. Niehaus

 

 

 

 

 

 

 

$

 

 

 

 

 

$

 

Peter P. Radetich (1)

 

 

-

 

 

 

-

 

 

$

43,651

 

 

 

-

 

 

$

265,502

 

 

 

 

 

 

 

 

$

31,966

 

 

 

 

 

$

258,566

 

(1)

During 2017, the Company discontinued contributions under the Deferred Compensation Plan. Mr. Gydé does not have an account under the Deferred Compensation Plan as he wasis not eligible to participate in the plan.plan, and Mr. Niehaus does not have a balance as he joined the Company in 2019 subsequent to the contributions being discontinued, and he did not make any contributions to the Plan himself during 2019.

On February 2, 1995, the Compensation Committee approved the creation of a Nonqualified Key Employee Deferred Compensation Plan (“Deferred Compensation Plan”).  The Deferred Compensation Plan is a successor plan to the Supplemental Plan. Participants in the Deferred Compensation Plan are eligible to elect to defer a percentage of their annual cash compensation.  Prior to 2017, participants were eligible to receive a Company contribution of a percentage of their base compensation and annual Incentive if the Company attained annual defined performance objectives for the year.  These performance objectives were on an annual basis for the upcoming year.  The contribution to the Deferred Compensation Plan by the Company was discontinued during 2017.

Plan participants have a 100% non-forfeitable right to the value of their corporate contribution account after the fifth anniversary of employment with the Company.  If a participant terminates employment due to death, disability, retirement at age 65, or upon the occurrence of a Change in Control Event (as defined in the plan), the participant or his or her estate will be entitled to receive the benefits accrued for the participant as of the date of such event. The Company contributions will be forfeited in the event a participant incurs a separation from service for cause. Participants are 100%

7582


vested in their own contributions.  All amounts in the Deferred Compensation Plan, including elective deferrals, are held as general assets of the Company and are subject to the claims of creditors of the Company.

 

Potential Payments upon Termination or Change in Control

Agreements with Mr. Crumlish.  On October 8, 2001, the Company entered into a change in control agreement withGydé.  Mr. Crumlish, which was amended and restated effective January 1, 2009.  Upon the occurrence of a change in control, Mr. Crumlish would become fully vested in, and entitled to exercise immediately, all stock-related awards granted under any plans or agreements of the Company.  The agreement further provides that upon the termination of Mr. Crumlish’s employment without cause by the Company, or by him with good reason, within a period beginning six months before a change in control and ending 24 months following a change in control, Mr. Crumlish will receive a lump sum payment equal to two times his full salary and two times his average annual Incentive over the last three years as well as an additional lump sum to cover fringe benefits.  Under his agreement, a change in control occurs if (1) the Company’s stockholders approve (a) the dissolution or liquidation of the Company, (b) the merger or consolidation or other reorganization of the Company with any other entity other than a subsidiary of the Company, or (c) the sale of all or substantially all of the Company’s business or assets, or (2) any person other than the Company or its subsidiaries or employee benefit plans becomes the beneficial owner of more than 20% of the combined voting power of the Company’s then-outstanding securities, or (3) during any period not longer than two consecutive years, individuals who at the beginning of such period constituted the Board cease to constitute at least a majority thereof, unless the election of each new Board member was approved by a vote of at least three-quarters of the Board members then still in office who were Board members at the beginning of such period.

If a change in control had occurred on Friday, December 29, 2017, all of Mr. Crumlish’s unvested stock options and restricted stock awards would have become fully vested as of that date.9  If the Company’s stock price was $5.10 (which was the closing price of the stock on December 29, 2017), Mr. Crumlish could potentially have realized gains, before tax, from the sale of securities that had vested solely as a result of a change in control in the following amounts: (i) $569,629 from the sale of restricted stock and (ii) $20,293 from the exercise of those stock options.

In the event of a qualifying termination of employment, Mr. Crumlish would have been entitled to receive a lump-sum cash payment from the Company totaling $1,233,948 following his termination.  This payment equals two times the sum of Mr. Crumlish’s current base salary10 and his average annual Incentive payment from the last three years and includes an amount equal to twenty-five percent (25%) of Mr. Crumlish’s current base salary and his highest annual Incentive payment from the last three years.11

Mr. CrumlishGydé is the only executive officer with an employment agreement affording severance benefits upon termination.  Pursuant to the terms of such agreement, in the event of termination by Mr. Gydé for Good Reason (as that term is defined in the agreement), or by the Company other than for Cause (as that term is defined in the agreement), Mr. Gydé would receive a lump-sum cash payment equal to his current base salary plus an amount equal to the average annual Incentive paid to Mr. Gydé during the most recent three-year period.  Mr. Gydé would also continue to receive medical and dental benefits for a period of twelve (12) months.  Had Mr. Gydé’s employment been terminated on December 31, 2019, he would have been eligible to receive an initial lump-sum cash payment equal to $1,321,119.  Mr. Gydé would also receive, for a period of twelve months, continuing medical and dental coverage under any plans he participates in as of the effective date of such termination.  Continued medical and dental benefits would likely total approximately $55,062.

Agreements with Mr. Crumlish.  Mr. Crumlish’s employment agreement afforded severance benefits upon termination.  Pursuant to the terms of such agreement, in the event of termination by Mr. Crumlish for Good Reason (as that term is defined in the agreement), or by the Company other than for Cause (as that term is defined in the agreement), Mr. Crumlish would receive a lump-sum cash payment equal to his current base salary plus an amount equal to the average annual Incentive paid to Mr. Crumlish during the most recent three-year period.  Mr. Crumlish would also continue to receive medical and dental benefits for a period of twelve (12) months.  HadUpon Mr. Crumlish’s employment been terminated12retirement on December 29, 2017,March 1, 2019, he would have been eligible to receive an initial lump-sum cashreceived a payment equal to $546,264.  Mr. Crumlish would also receive, for a period of twelve months, continuing medical and dental coverage under any plans he participates in as of the effective date of such termination.  Continued medical and dental benefits would likely total approximately $15,993.13  Pursuant to the terms of Mr. Crumlish’s employment agreement, the termination benefits afforded under the change in control agreement will supersede in the event his termination triggers payments under that agreement.  totaling $593,060.  

Payments made to Mr. Crumlish pursuant to this agreement arewere contingent upon his adherence to certain restrictive covenants, which were effective from the date of the agreement and would continuecontinued until one year after his separation from the Company. These restrictive covenants generally prohibited Mr. Crumlish from, directly or indirectly: (i) engaging in any business activity which competes with the Company, (ii) soliciting or hiring any of the Company’s employees, (iii) canvassing or soliciting customers of the Company, (iv) willfully dissuading or encouraging any person from conducting business with the Company or (v) intentionally disrupting any supplier relationship.

7

Such awards are more fully described in the table entitled “Outstanding Equity Awards at Fiscal Year-End.”

8

Mr. Crumlish’s salary was $410,000 as of December 30, 2017.

9

This amount is intended to cover fringe benefits such as 401(k), health, medical, dental, disability and similar benefits for a period of twenty-four months.

10

The severance trigger requires that the termination be made either by Mr. Crumlish for Good Reason or by the Company other than for Cause.

11

This amount reflects the total costs paid for medical, dental and disability insurance during 2017.

76


Agreements with Other Executive Officers.  Except forSince Belgian law mandates certain separation benefits, the Company does not maintain a change in control agreement with Mr. Gydé,14 each. Each of the other named executive officers hashave entered into a change in control agreement with the Company.  These agreements contain provisions generally similar to those of Mr. Crumlish’s change in control agreement.  All executive officers Change in Control agreements contain double trigger mechanisms.

If a change in control occurred on Friday, December 29, 2017,31, 2019, then each of the named executive officers (excluding Mr. Gydé) would have immediately become fully vested in any stock option or restricted stock awards previously granted.15 These awards are more fully described in the table entitled “Outstanding Equity Awards at Fiscal Year-end.” If the stock price of the Company was $5.10,$5.18, which was the closing price of the stock on December 29, 2017,31, 2019, then the named executive officers could potentially have realized gains, before tax, from the sale of vested securities in the following amounts:

 

Name of Executive Officer

 

Restricted Stock

 

 

Stock Options

 

 

Restricted Stock

 

 

Stock Options

 

John M. Laubacker

 

$

225,996

 

 

$

-

 

 

$

772,778

 

 

$

31,125

 

Filip J. L. Gydé

 

$

256,148

 

 

$

-

 

Thomas J. Niehaus

 

$

112,359

 

 

$

74,200

 

Peter P. Radetich

 

$

258,687

 

 

$

-

 

 

$

807,210

 

 

$

 

 

Had the abovementioned executive officers’ employment been terminated without cause by the Company or by themselves with good reason within 6 months prior to or 24 months following such a change in control, they would also have been entitled to receive, by the tenth day following their termination, lump-sum cash payments from the Company in the following amounts:

 

Mr. Laubacker would have received a lump-sum payment of $776,161; and$1,165,179;

 

Mr. Niehaus would have received a lump-sum payment of $1,060,936; and

Mr. Radetich would have received a lump-sum payment of $804,901.$991,152.

These payments equal two (2) times the sum of each individual’s current annual salary,16 which as of December 31, 2019 were $355,000 for Mr. Laubacker, $325,000 for Mr. Niehaus, and $283,000 for Mr. Radetich. It also includes their average annual Incentive payment from the last three years;years and also include an amount equal to twenty-five percent (25%) of each

83


individual’s current base salary and the highest annual incentiveIncentive payment from the last three years.17 This amount is intended to cover fringe benefits such as 401(k), health, medical, dental, disability and similar benefits for a period of twenty-four months.   

 

20172019 DIRECTOR COMPENSATION

 

Name of Director

(a)

 

Fees Earned or Paid in Cash ($)

(b)

 

 

Stock Awards ($)

(c)

 

 

Option Awards ($)

(d)

 

 

Non-Equity Incentive Plan Compensation ($)

(e)

 

 

Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)

(f)

 

 

All Other Compensation ($)

(g)

 

 

Total ($)

(h)

 

 

Fees Earned or Paid in Cash ($)

(b)

 

 

Stock Awards ($)

(c) (1)

 

 

Option Awards ($)

(d)

 

 

Non-Equity Incentive Plan Compensation ($)

(e)

 

 

Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)

(f)

 

 

All Other Compensation ($)

(g)

 

 

Total ($)

(h)

 

James R. Helvey III

 

$

165,000

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

165,000

 

 

$

 

 

$

165,000

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

165,000

 

David H. Klein

 

$

160,000

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

160,000

 

 

$

 

 

$

160,000

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

160,000

 

William D. McGuire

 

$

37,500

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

37,500

 

Valerie Rahmani

 

$

162,137

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

162,137

 

 

$

 

 

$

160,000

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

160,000

 

Daniel J. Sullivan

 

$

250,000

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

250,000

 

 

$

 

 

$

250,000

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

250,000

 

Owen J. Sullivan

 

$

144,643

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

144,643

 

 

$

 

 

$

150,000

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

150,000

 

(1)

At the election of the directors, the director fees for 2019 were paid in the form of deferred stock units granted under the 2010 Equity Award Plan and deposited into the Director Deferred Compensation Plan.

As of December 31, 2017,2019, Mr. Daniel J. Sullivan had been granted 40,000 shares of Company restricted stock. This restricted stock vests upon retirement from the Board. Mr. Klein, who was appointed to the Board in September 2012, Mr. Helvey and Ms. Rahmani, who were appointed to the board in November 2015, and Mr. Owen Sullivan, who was appointed in February 2017, have not received any grants of restricted shares.  This restricted stock vests upon retirement from the Board.  During 2017, Daniel J. Sullivan elected to place $150,000 of his director fees in the Company’s Director Deferred Compensation Plan (as defined below). Messrs. Helvey and Klein, and Ms. Rahmani elected to place $75,000 of their director fees in the Director Deferred Compensation Plan, while Owen J. Sullivan elected to contribute $56,250 to the Director Deferred Compensation Plan.  Mr. McGuire, who retired from the Board in February 2017, contributed $18,750 to the Director Deferred Compensation Plan. All of the directors used their contributions to the Deferred Director Compensation Plan to purchase share units of the Company’s stock.

12

Since Belgian law mandates certain separation benefits, the Company does not maintain a change in control agreement with Mr. Gydé.

13

Such awards are more fully described in the table entitled “Outstanding Equity Awards at Fiscal Year-End.”

14

Salaries as of December 30, 2017 were $280,000 for Mr. Laubacker, and $283,000 for Mr. Radetich.

15

This amount is intended to cover fringe benefits such as 401(k), health, medical, dental, disability and similar benefits for a period of twenty-four months.

77


As of December 31, 2017,2019, the directors had the following number of stock options outstanding: Helvey (0), Klein (33,096), McGuire (125,300), Rahmani (0), Daniel J. Sullivan (200,000)(140,000), and Owen J. Sullivan (0).  

In 2010, the Company’s shareholders approved the Non-Employee Director Deferred Compensation Plan (“Director Deferred Compensation Plan”).  Although no set benefits or amounts were granted under thethis Plan in 2017,2019, the Director Deferred Compensation Plan allows non-employee directors the ability to defer up to 100% of their total director compensation.  Beginning inJanuary 1, 2018, the Board has elected to eliminate cash payments and take their compensation wholly in deferred stock units, which are granted under the 2010 Equity Award Plan and deposited into the Director Deferred Compensation Plan.  Grants were made at the beginning of 2019, and vested quarterly throughout the year, each equal to one-quarter of the total fees due to each director.  

For 2017,2019, base compensation for each director, except Mr. Owen J. Sullivan who joined the Board in February 2017, received a quarterly payment of $18,750 in cash and another quarterly cash contribution of $18,750, which was deposited into the Director’s Deferred Compensation Account.  Mr. Daniel J. Sullivan elected to also contribute his quarterly cash payment into the Director Deferred Compensation Plan. Mr. Owen J. Sullivan received $144,643 during 2017, of which $56,750 was deposited into the Director Deferred Compensation Plan. Mr. McGuire, who retired from the Board in February 2017, received $37,500 during 2017, of which $18,750 was deposited in the Director Deferred Compensation Plan.board member totaled $150,000. The chairman of the Board of Directors (Mr. Daniel J. Sullivan) also received a $100,000 annual fee.  The chairman of the Audit Committee (Mr. Helvey) received a $15,000 annual fee, and the Chairman of the Compensation Committee (Ms. Rahmani) received a $10,000 annual fee, while the Chairman of the Nominating and Governance Committee (Mr. Klein) received an annual fee of $10,000.  Directors are reimbursed for expenses they incur while attending Board and committee meetings.  As previously noted, all fees for 2019 were paid in the form of deferred stock units. Mr. Crumlish doesand Mr. Gydé did not receive any additional compensation for histheir services as a director.  

The Company has adopted stock ownership guidelines requiring each independent director to own Company shares valued at five (5) times the director’s base annual cash retainer.   In 2017, all of the Directors elected to purchase units of the Company’s stock with 100% of the monies contributed towards their Deferred Compensation Plan Accounts.fee.  

The Director Deferred Compensation Plan is administered by the Compensation Committee in accordance with Section 409A of the Internal Revenue Code.  All amounts credited to the participant are invested, as approved by the Compensation Committee, and the participant is credited with the actual earnings of the investments. Company contributions, including investment earnings, may be in cash or the stock of the Company.  Plan participants have an immediate 100% non-forfeitable right to the value of their contributions.  If a participant does not make an election in the time and manner specified in the Plan, payment of the vested value of his or her account will be paid in shares for share units owned, and in cash for the cash balance in their account.  A participant’s eligibility terminates upon retirement or resignation from service.


Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

Security Ownership of Certain Beneficial Owners

As of February 28, 2018,March 1, 2020, the following persons were beneficial owners of more than five percent of the Company’s common stock.  The beneficial ownership information presented is based upon information furnished by each person or contained in filings made with the Securities and Exchange Commission.  Except as otherwise indicated, each holder has sole voting and investment power with respect to the shares indicated.  The following table shows the nature and amount of their beneficial ownership.

78


 

 

 

 

 

 

 

 

 

Title of Class

 

Name and Address of Beneficial Owner

 

Amount and Nature of Ownership

 

Percent of Class

 

Common Stock

 

Neil S. Subin

1,331,761 (1)

8.7

%

3300 South Dixie Highway, Suite 1-365

West Palm Beach, FL 33405

Common Stock

Royce and Associates, LP

1,119,620 (2)

7.3

%

745 Fifth Avenue

New York, NY 10151

Common Stock

Minerva Advisors LLC, and related parties

 

1,113,211 (3)1,172,933 (1)

 

 

7.38.0

%

 

 

50 Monument Road, Suite 201

 

 

 

 

 

 

 

 

Bala Cynwyd, PA 19004

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Renaissance Technologies LLC, and

1,079,146 (2)

7.3

%

related parties

800 Third Avenue

New York, NY 10022

Common Stock

Dimensional Fund Advisors LP

 

794,567 (4)978,954 (3)

 

 

5.26.7

%

 

 

Building One

 

 

 

 

 

 

 

 

6300 Bee Cave Road

 

 

 

 

 

 

 

 

Austin, TX 78746

 

 

 

 

 

 

Common Stock

AGS SPV I, LLC and related parties

976,602 (4)

6.6

%

330 Railroad Ave., 2nd Floor

Greenwich, CT 06830

Wax Asset Management, LLC

44 Cherry Lane

Madison, CT 06443

Common Stock

The Vanguard Group

934,562 (5)

6.4

%

100 Vanguard Blvd.

Malvern, PA 19355

Common Stock

Vanguard Index Funds - Vanguard Total Stock Market Index Fund

746,502 (6)

5.1

%

100 Vanguard Blvd.

Malvern, PA 19355

 

 

 

 

 

 

 

 

 

(1)

Based solely on information contained in a Schedule 13G filed January 23, 2018, indicating that Neil S. Subin has sole voting and dispositive power over 1,297,033 shares; and shared voting and dispositive power over 34,728 shares.

(2)

Based solely on information contained in a Schedule 13G filed January 22, 2018, indicating that Royce & Associates LP has sole voting and dispositive power over 1,119,620 shares.

(3)

Based solely on information contained in a Schedule 13G filed on February 13, 2018,2020, indicating that Minerva Advisors LLC, Minerva Group, LP, Minerva GP, LP, Minerva GP, Inc. and David P. Cohen have sole voting power and sole dispositive power over 730,950871,799 shares; and that Minerva Advisors LLC and David P. Cohen have shared voting power and share dispositive power over 382,261301,134 shares.

(4)(2)

Based solely on information contained in a Schedule 13G filed February 9, 2018,13, 2020, indicating that Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation beneficially own 1,079,146 shares, have sole voting power over 959,012 shares, sole dispositive power over 1,076,991 shares, and shared dispositive power over 2,155 shares.

(3)

Based solely on information contained in a Schedule 13G filed February 12, 2020, indicating that Dimensional Fund Advisors LP has sole voting power over 927,544 shares and sole dispositive power over 794,567978,954 shares.

(4)

Based solely on information contained in a Schedule 13D filed January 14, 2020, indicating that AGS SPV I, LLC, Assurance Global Services LLC, and James M. Lindstrom have shared voting power and shared dispositive power over 624,907 shares; and that Wax Asset Management, LLC has sole voting power and sole dispositive power over 351,695 shares. Together AGS SPV I, LLC, Assurance Global Services LLC, James M. Lindstrom, and Wax Asset Management, LLC, are deemed to constitute a “group.”

(5)

Based solely on information contained in a Schedule 13G filed February 11, 2020, indicating that The Vanguard Group has sole voting power over 2,786 shares, sole dispositive power over 931,776 shares, and shared dispositive power over 2,786 shares.

(6)

Based solely on information contained in a Schedule 13G filed February 12, 2020, indicating that Vanguard Index Funds – Vanguard Total Stock Market Index Fund has sole voting power over 746,502 shares.

 

 

85


Security Ownership by Management

The table below sets forth, as of February 28, 2018,March 9, 2020, the beneficial ownership of the Company’s common stock by (i) each director and nominee for director individually, (ii) each executive officer named in the summary compensation table individually, and (iii) all directors and executive officers of the Company as a group.

Name of Individual or Number in Group

 

Shares Owned

 

 

Shares Beneficially Owned (1)

 

 

Total Ownership (2)

 

 

Percent of Class

 

 

Shares Owned

 

 

Shares Beneficially Owned (1)

 

 

Total Ownership (2)

 

 

Percent of Class

 

Arthur W. Crumlish

 

 

251,961

 

 

 

149,316

 

 

 

401,277

 

 

 

2.6

%

Filip J.L. Gydé

 

 

309,900

 

 

 

70,600

 

 

 

380,500

 

 

 

2.5

%

James R. Helvey III

 

 

36,253

 

 

 

-

 

 

 

36,253

 

 

 

0.2

%

 

 

130,280

 

 

 

 

 

 

130,280

 

 

 

0.9

%

David H. Klein

 

 

50,770

 

 

 

33,096

 

 

 

83,866

 

 

 

0.5

%

 

 

141,948

 

 

 

33,096

 

 

 

175,044

 

 

 

1.2

%

Valerie Rahmani

 

 

36,253

 

 

 

-

 

 

 

36,253

 

 

 

0.2

%

 

 

127,431

 

 

 

 

 

 

127,431

 

 

 

0.8

%

Daniel J. Sullivan

 

 

174,053

 

 

 

200,000

 

 

 

374,053

 

 

 

2.4

%

 

 

336,804

 

 

 

140,000

 

 

 

476,804

 

 

 

3.2

%

Owen J. Sullivan

 

 

17,354

 

 

 

-

 

 

 

17,354

 

 

 

0.1

%

 

 

102,833

 

 

 

 

 

 

102,833

 

 

 

0.7

%

Filip J.L. Gydé

 

 

136,369

 

 

 

98,700

 

 

 

235,069

 

 

 

1.5

%

John M. Laubacker

 

 

73,415

 

 

 

48,700

 

 

 

122,115

 

 

 

0.8

%

 

 

178,649

 

 

 

56,350

 

 

 

234,999

 

 

 

1.6

%

Thomas J. Niehaus

 

 

55,901

 

 

 

 

 

 

55,901

 

 

 

0.4

%

Peter P. Radetich

 

 

104,575

 

 

 

89,250

 

 

 

193,825

 

 

 

1.3

%

 

 

170,963

 

 

 

66,500

 

 

 

237,463

 

 

 

1.6

%

All directors and executive officers as a group (9 persons)

 

 

881,003

 

 

 

619,062

 

 

 

1,500,065

 

 

 

9.6

%

 

 

1,554,709

 

 

 

366,546

 

 

 

1,921,255

 

 

 

12.9

%

 

(1)

Amounts represent number of shares available to purchase through the exercise of options that were exercisable on or within 60 days after February 28, 2018.March 9, 2020.

(2)

The beneficial ownership information presented is based upon information furnished by each person or contained in filings made with the Securities and Exchange Commission.  Except as otherwise indicated, each holder has sole voting and investment power with respect to the shares indicated.


The following table sets forth, as of December 31, 2017,2019, certain information related to the Company’s compensation plans under which shares of its common stock are authorized for issuance:

 

 

Number of securities

to be issued upon

exercise of

outstanding options,

warrants and rights (a)

 

 

Weighted-average

exercise price of

outstanding options,

warrants and rights (b)

 

 

Number of securities

remaining available

for future issuance

under equity

compensation plans

(excluding securities listed

in column (a)) (c)

 

 

Number of securities

to be issued upon

exercise of

outstanding options,

warrants and rights (a)

 

 

Weighted-average

exercise price of

outstanding options,

warrants and rights (b)

 

 

Number of securities

remaining available

for future issuance

under equity

compensation plans

(excluding securities listed

in column (a) (c)

 

Equity compensation plans approved by security

holders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2010 Equity Award Plan

 

 

887,055

 

 

$

11.74

 

 

 

2,200,000

 

 

 

731,234

 

 

$

12.69

 

 

 

1,350,000

 

2000 Equity Award Plan

 

 

734,425

 

 

$

5.13

 

 

 

 

 

 

295,425

 

 

$

5.89

 

 

 

 

1991 Restricted Stock Plan

 

 

 

 

$

 

 

 

4,000

 

 

 

 

 

$

 

 

 

18,000

 

Equity compensation plans not approved by security

holders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

None

 

 

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,621,480

 

 

 

 

 

 

 

2,204,000

 

Total

 

 

1,026,659

 

 

 

 

 

 

 

1,368,000

 

 

At December 31, 2017,2019, the Company did not have any outstanding rights or warrants. All outstanding awards are either stock options or restricted stock.

Item 13.

The Board of Directors affirmatively determined in February 20182020 that each of the Company’s five non-management directors, which include James R. Helvey III, David H. Klein, Valerie Rahmani, Daniel J. Sullivan, and Owen J. Sullivan, is an independent director in accordance with our corporate governance policies and the standards of the NASDAQ Stock Market (“NASDAQ”).  Messrs. Daniel J. Sullivan and Owen J. Sullivan are not related.  As a result of these five directors beingare independent, a majority of our Company’s Board of Directors is currently independent as so defined. The Board of Directors has determined that there are no relationships between the Company and the directors classified as independent other than service on our Company’s Board of Directors.

86


The foregoing independence determination also included the conclusions of the Board of Directors that:

each member of the Audit Committee, Nominating and Corporate Governance Committee, and Compensation Committee described in this annual report on Form 10-K is respectively independent under the standards listed above for purposes of membership on each of these committees; and

each member of the Audit Committee, Nominating and Corporate Governance Committee, and Compensation Committee described in this proxy statement is respectively independent under the standards listed above for purposes of membership on each of these committees; and

each of the members of the Audit Committee also meets the additional independence requirements under Rule 10A-3(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

each of the members of the Audit Committee also meets the additional independence requirements under Rule 10A-3(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

Mr. Daniel J. Sullivan serves as the Chairman of the Board of Directors and is responsible for scheduling and setting the agenda for the executive sessions of the independent directors.  Such executive sessions are expected to occur at regularly scheduled times during the fiscal year ending December 31, 2018,2020, typically in conjunction with a regularly scheduled Board meeting, in addition to the separate meetings of the standing committees of the Board of Directors.

In accordance with the charter of the Audit Committee, the Audit Committee reviews related person transactions.  It is the Company’s policy that it will not enter into transactions that are considered related person transactions that are required to be disclosed under Item 14.Principal Accounting404 of Regulation S-K unless the Audit Committee or another independent body of the Board of Directors first reviews and approves the transactions.

Item 14.Principal Accounting Fees and Services

Appointment of Auditors and Fees

The Audit Committee appointed KPMGGrant Thornton LLP (KPMG) as the independent registered public accounting firm to audit the Company’s financial statements for fiscal 2017.  Ratification by our shareholders of2019. Previously, in 2018, KPMG LLP was the selection of KPMG as our independent registered accounting firm is not required by our bylaws or otherwise.  However, the Board submitted the selection of KPMG as a matter of good corporate practice.  Approval of the proposal requires a majority of the votes cast on the proposal.  If our shareholders fail to ratify this selection, the Audit Committee will reconsider whether or not to retain that firm.  Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time duringfor the year if it determines that such a change would be in the best interests of the Company.

80


To the best of the Company’s knowledge, no member of that firm has any past or present interest, financial or otherwise, direct or indirect, in the Company or any of its subsidiaries.  Matters involving auditing and related functions are considered and acted upon by the Audit Committee.  The Audit Committee has determined that the provision of services described under “All Other Fees,” below is compatible with maintaining the independent registered public accounting firm’s independence.

Audit Fees —The aggregate fees billed for professional services rendered by KPMGGrant Thornton LLP for the audit of the Company’s annual financial statements for the last two fiscal years,year, including the Company’s foreign subsidiaries, the reviews of the financial statements included in the Company’s Form 10-K and 10-Qs, and services rendered in connection with the Company’s obligations under Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations were approximately $615,400 and $580,600$640,326 in 2017 and 2016, respectively.2019. Similarly, in 2018, fees billed by KPMG LLP totaled $752,691.

Audit-Related Fees —The aggregate —There were no fees billed for assurance and related services rendered by Grant Thornton LLP in 2019 or by KPMG for the last two fiscal yearsLLP in 2018 that are reasonably related to the performance of the audit or review of the Company’s financial statements were $0 in both 2017 and 2016.statements.

Tax Fees —The Company was billed $0 — There were a total of $20,315 of tax fees for fees in both 2017 and 2016 for professional services rendered by KPMG for tax compliance, tax advice and tax planning.planning provided by Grant Thornton LLP in 2019, and none by KPMG in 2018.

All Other Fees — No other fees were paid to Grant Thornton LLP in 2019 or KPMG LLP in 2017 or 2016.2018.

The Audit Committee pre-approves all fees paid to and all services performed by the Company’s independent registered public accounting firm, including the nature, type and scope of service to be performed during the year.  Any services to be performed during the year that are outside the scope of the initial services and fees approved by the Audit Committee must be approved prior to being performed.  In addition, the independent registered public accounting firm is required to confirm that such services does not impair its independence.

 

 

8187


PART IV

Item 15.

Exhibits, Financial Statement Schedules

 

(a)

Index to Consolidated Financial Statements and Financial Statement Schedule

 

(1)

Financial Statements:

 

 

 

 

 

Consolidated Statements of Operations

29

Consolidated Statements of Comprehensive Income (Loss)

30

Consolidated Balance Sheets

31

Consolidated Statements of Cash Flows

32

Consolidated Statements of Shareholders’ Equity

33

 

Consolidated Statements of Comprehensive Income (Loss)

34

Consolidated Balance Sheets

35

Consolidated Statements of Cash Flows

36

Consolidated Statements of Shareholders’ Equity

37

Notes to Consolidated Financial Statements

3539

(2)

Index to Consolidated Financial Statement Schedule

 

 

Financial statement schedule:

 

 

Schedule II—Valuation and Qualifying Accounts

8591

(b)

Exhibits

 

 

The Exhibits to this annual report on Form 10-K are listed on the attached Exhibit Index

 

 

 

8288


EXHIBIT INDEX

Exhibit

 

 

 

Description

 

Reference

 

 

 

Description

 

Reference

2.

 

(a)

 

Share Purchase Agreement, dated as of February 15, 2018, by and between Computer Task Group IT Solutions S.A. and Financiere Soft SAS

 

(16)

 

(a)

 

Share Purchase Agreement, dated as of February 15, 2018, by and between Computer Task Group IT Solutions S.A. and Soft Company SAS

 

(8)

 

(b)

 

Share Purchase Agreement, dated as of January 3, 2019, by and between Computer Task Group PSF S.A. and Mr. Hamid Kaddour and Karp-Kneip Participations S.A.

 

(12)

3.

 

(a)

 

Restated Certificate of Incorporation of Registrant

 

(3)

 

(a)

 

Restated Certificate of Incorporation of Registrant

 

(2)

 

(b)

 

Restated By-laws of Registrant

 

(14)

 

(b)

 

Restated By-laws of Registrant

 

#

4.

 

(a)

 

Restated Certificate of Incorporation of Registrant

 

(3)

 

(a)

 

Restated Certificate of Incorporation of Registrant

 

(2)

 

(b)

 

Restated By-laws of Registrant

 

(14)

 

(b)

 

Restated By-laws of Registrant

 

#

 

(c)

 

Specimen Common Stock Certificate

 

(3)

 

(c)

 

Specimen Common Stock Certificate

 

(2)

10.

 

(a)

 

Computer Task Group, Incorporated Non-Qualified Key Employee Deferred Compensation Plan 2007 Restatement

 

(2) +

 

(a)

 

Computer Task Group, Incorporated Non-Qualified Key Employee Deferred Compensation Plan 2007 Restatement

 

(1) +

 

(b)

 

2017 Key Employee Compensation Plans

 

(17) +

 

(b)

 

Computer Task Group, Incorporated Executive Supplemental Benefit Plan 1997 Restatement

 

(2) +

 

(c)

 

Computer Task Group, Incorporated 1991 Restricted Stock Plan

 

(3) +

 

(c)

 

First Amendment to the Computer Task Group, Incorporated Executive Supplemental Benefit Plan 1997 Restatement

 

(2) +

 

(d)

 

Computer Task Group, Incorporated 2000 Equity Award Plan

 

(4) +

 

(d)

 

Compensation Arrangements for the Named Executive Officers

 

(14) +

 

(e)

 

Computer Task Group, Incorporated Executive Supplemental Benefit Plan 1997 Restatement

 

(3) +

 

(e)

 

Employment Agreement, signed March 12, 2020, between the Registrant and John M. Laubacker

 

# +

 

(f)

 

First Amendment to the Computer Task Group, Incorporated Executive Supplemental Benefit Plan 1997 Restatement

 

(3) +

 

(f)

 

Computer Task Group, Incorporated First Employee Stock Purchase Plan (Ninth Amendment and Restatement)

 

(4) +

 

(g)

 

Compensation Arrangements for the Named Executive Officers

 

# +

 

(g)

 

Restated Computer Task Group, Incorporated 2010 Equity Award Plan

 

(6) +

 

(h)

 

Employment Agreement, signed February 8, 2017, between the Registrant and Arthur W. Crumlish

 

(11) +

 

(h)

 

Computer Task Group, Incorporated Non-Employee Director Deferred Compensation Plan

 

(3) +

 

(i)

 

Officer Change in Control Agreement

 

(5) +

 

(i)

 

Computer Task Group, Incorporated Indemnification Agreement (Directors)

 

(5) +

 

(j)

 

Computer Task Group, Incorporated First Employee Stock Purchase Plan (Ninth Amendment and Restatement)

 

(7) +

 

(j)

 

Computer Task Group, Incorporated Indemnification Agreement (Executive Officers)

 

(5) +

 

(k)

 

Computer Task Group, Incorporated 1991 Employee Stock Option Plan

 

(1) +

 

(k)

 

Officer Change in Control Agreement

 

# +

 

(l)

 

Restated Computer Task Group, Incorporated 2010 Equity Award Plan

 

(14) +

 

(l)

 

Credit Agreement, dated as of December 21, 2017, among Computer Task Group, Incorporated as Borrower, with KeyBank National Association as Administrative Agent, Swing Line Lender and Issuing Lender and KeyBanc Capital Markets Inc. as Lead Arranger and Sole Book Runner

 

(7)

 

(m)

 

Computer Task Group, Incorporated Non-Employee Director Deferred Compensation Plan

 

(6) +

 

(m)

 

First Amendment Agreement dated as of April 13, 2018 to the Credit Agreement dated as of December  21, 2017 by and among Computer Task Group, Incorporated as Borrower, with KeyBank National Association as Administrative Agent, Swing Line Lender and Issuing Lender and KeyBanc Capital Markets Inc. as Lead Arranger and Sole Book Runner

 

(9)

 

(n)

 

Loan Agreement, dated as of October 30, 2015, among Computer Task Group, Incorporated, KeyBank National Association, and Manufacturers and Traders Trust Company

 

(8)

 

(n)

 

Second Amendment Agreement dated as of October 10, 2018 to the Credit Agreement dated as of December  21, 2017 by and among Computer Task Group, Incorporated as Borrower, with KeyBank National Association as Administrative Agent, Swing Line Lender and Issuing Lender and KeyBanc Capital Markets Inc. as Lead Arranger and Sole Book Runner

 

(10)

 

(o)

 

Computer Task Group, Incorporated Indemnification Agreement (Directors)

 

(12) +

 

(o)

 

Retirement Agreement dated December 19, 2018 between Computer Task Group, Incorporated and Arthur Crumlish

 

(11)

 

(p)

 

Separation Agreement dated July 19, 2016 between Computer Task Group, Incorporated and Clifford B. Bleustein

 

(9) +

 

(p)

 

Employment Agreement, dated March 1, 2019, between Computer Task Group, Incorporated, Computer Task Group Belgium NV and Filip J.L. Gydé

 

(13) +

 

(q)

 

Second Amendment to the Credit Agreement dated November 16, 2016 with Keybank National Association as Administrative Agent for the Lenders as defined in the Credit Agreement

 

(10)

 

(q)

 

Annex to Employment Agreement dated March 1, 2019, between Computer Task Group, Incorporated, Computer Task Group Belgium NV and Filip J.L. Gydé

 

(13) +

 

(r)

 

Computer Task Group, Incorporated Indemnification Agreement (Executive Officers)

 

(12) +

 

(r)

 

Third Amendment Agreement dated as of December 23, 2019 to the Credit Agreement dated as of December  21, 2017 by and among Computer Task Group, Incorporated as Borrower, with KeyBank National Association as Administrative Agent, Swing Line Lender and Issuing Lender and KeyBanc Capital Markets Inc. as Lead Arranger and Sole Book Runner

 

(15)

 

(s)

 

Change in Control Agreement, 2017

 

(12) +

 

(t)

 

Separation Agreement dated April 26, 2017 between Computer Task Group, Incorporated and Brendan M. Harrington

 

(13) +

 

(u)

 

Credit Agreement, dated as of December 21, 2017, among Computer Task Group, Incorporated as Borrower, with KeyBank National Association as Administrative Agent, Swing Line Lender and Issuing Lender and KeyBanc Capital Markets Inc. as Lead Arranger and Sole Book Runner

 

(15)

21.

 

 

 

Subsidiaries of the Registrant

 

#

 

 

 

Subsidiaries of the Registrant

 

#

23.

 

 

 

Consent of Experts and Counsel

 

#

 

(a)

 

Consent of Experts and Counsel

 

#

 

(b)

 

Consent of Experts and Counsel

 

#

31.

 

(a)

 

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

#

 

(a)

 

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

#

 

(b)

 

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

#

 

(b)

 

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

#

32.

 

 

 

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

##

 

 

 

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

##

101.INS

 

 

 

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101.LAB

 

 

 

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101.PRE

 

 

 

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XBRL Taxonomy Extension Definition Linkbase Document

 

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89

References


101.INS

 

 

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Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

 

Filed herewith#

101.SCH

 

 

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Inline XBRL Taxonomy Extension Presentation Linkbase

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Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

References

#

Filed herewith

##

Furnished herewith

+

 

Management contract or compensatory plan or arrangement

(1)

Filed as an Exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1996, and incorporated herein by reference (file No. 001-09410 filed on March 28,1997)

(2)

 

Filed as an Exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006, and incorporated herein by reference (file No. 001-09410 filed on March 7, 2007)

(3)(2)

 

Filed as an Exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007, and incorporated herein by reference (file No. 001-09410 filed on March 10, 2008)

(4)(3)

 

Filed as an Exhibit to the Registrant’s Form 8-K on November 18, 2008, and incorporated herein by reference (file No. 001-09410)

(5)

Filed as an Exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, and incorporated herein by reference (file No. 001-09410 filed on February 26, 2009)

(6)

Filed as Appendix A to the Registrant's Proxy Statement on Schedule 14A, dated April 2, 2010, for its Annual Meeting of Shareholders held on May 12, 2010 (file No. 001-09410 filed on March 31, 2010)

(7)(4)

 

Filed as Exhibit A to the Registrant's Proxy Statement on Schedule 14A dated April 4, 2012, for its Annual Meeting of Shareholders held on May 9, 2012 (file No. 001-09410 filed on April 4, 2012)

(8)

Filed as an Exhibit to the Registrant’s Form 8-K on November 2, 2015, and incorporated herein by reference (file No. 001-09410)

(9)

Filed as an Exhibit to the Registrant’s Form 8-K on July 22, 2016 and incorporated herein by reference (file No. 001-09410)

(10)

Filed as an Exhibit to the Registrant’s Form 8-K on November 17, 2016 and incorporated herein by reference (file No. 001-09410)

(11)

Filed as an Exhibit to the Registrant’s Form 8-K on February 13, 2017, and incorporated herein by reference (file No. 001-09410)

(12)(5)

 

Filed as an Exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016, and incorporated herein by reference (file No. 001-09410 filed on February 24, 2017)

(13)

Filed as an Exhibit to the Registrant’s Form 8-K on April 28, 2017, and incorporated herein by reference (file No. 001-09410)

(14)(6)

 

Filed as an Exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 29, 2017, and incorporated herein by reference (file No. 001-09410 filed on October 26, 2017)

(15)(7)

 

Filed as an Exhibit to the Registrant’s Form 8-K on December 26, 2017, and incorporated herein by reference (file No. 001-09410)

(16)(8)

 

Filed as an Exhibit to the Registrant’s Form 8-K on February 15, 2018, and incorporated herein by reference (file No. 001-09410)

(9)

Filed as an Exhibit to the Registrant’s Form 8-K on April 13, 2018, and incorporated herein by reference (file No. 001-09410).

(10)

Filed as an Exhibit to the Registrant’s Form 8-K on October 15, 2018, and incorporated herein by reference (file No. 001-09410).

(11)

Filed as an Exhibit to the Registrant’s Form 8-K on December 20, 2018, and incorporated herein by reference (file No. 001-09410).

(12)

Filed as an Exhibit to the Registrant’s Form 8-K on January 3, 2019, and incorporated herein by reference (file No. 001-09410).

(13)

(14)

Filed as an Exhibit to the Registrant’s Form 8-K on March 4, 2019, and incorporated herein by reference (file No. 001-09410).

Filed as an Exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018, and incorporated herein by reference (file No. 001-09410 filed on March 15, 2019)

(15)

Filed as an Exhibit to the Registrant’s Form 8-K on December 26, 2019, and incorporated herein by reference (file No. 001-09410).

 

 

 

 

(17)

 

Included in this Annual Report on Form 10-K under the caption entitled “Baseline Compensation – Performance-Based Incentives – Annual Cash Incentive Compensation,” and incorporated herein by reference

 

 

 

Item 16.

FormItem 16.Form 10-K Summary

None.

8490


COMPUTER TASK GROUP, INCORPORATED

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

(amounts in thousands)

 

 

Balance at

January 1

 

 

Additions

 

 

 

Deductions

 

 

 

Balance at

December 31

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts deducted from accounts receivable -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

$

104

 

 

 

15

 

A

 

 

(35

)

A

 

$

84

 

Accounts deducted from deferred tax assets -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred tax asset valuation allowance

 

$

5,590

 

 

 

886

 

B

 

 

(781

)

B

 

$

5,695

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts deducted from accounts receivable -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

$

133

 

 

 

91

 

A

 

 

(120

)

A

 

$

104

 

Accounts deducted from deferred tax assets -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred tax asset valuation allowance

 

$

2,505

 

 

 

4,118

 

B

 

 

(1,033

)

B

 

$

5,590

 

 

Balance at

January 1

 

 

Additions

 

 

 

Deductions

 

 

 

Balance at

December 31

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts deducted from accounts receivable -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

$

469

 

 

 

96

 

A

 

 

(432

)

A

 

$

133

 

 

$

469

 

 

 

96

 

A

 

 

(432

)

A

 

$

133

 

Accounts deducted from deferred tax assets -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred tax asset valuation allowance

 

$

2,650

 

 

 

469

 

B

 

 

(614

)

B

 

$

2,505

 

 

$

2,650

 

 

 

469

 

B

 

 

(614

)

B

 

$

2,505

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts deducted from accounts receivable -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

$

377

 

 

 

276

 

A

 

 

(184

)

A

 

$

469

 

Accounts deducted from deferred tax assets -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred tax asset valuation allowance

 

$

2,349

 

 

 

518

 

B

 

 

(217

)

B

 

$

2,650

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts deducted from accounts receivable -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

$

891

 

 

 

372

 

A

 

 

(886

)

A

 

$

377

 

Accounts deducted from deferred tax assets -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred tax asset valuation allowance

 

$

3,135

 

 

 

192

 

B

 

 

(978

)

B

 

$

2,349

 

 

A

These balances primarily reflect additions to the allowance charged to expense resulting from the normal course of business, less deductions for recovery of accounts that were previously reserved, and additions and deductions for foreign currency translation

B

These balances primarily reflect additions or deductions to the valuation allowance associated with the Netherlands defined-benefit planU.S. deferred tax assets, reversal of the valuation allowance against the U.K. and India deferred tax assets, changes in foreign currency exchange rates, and deductions for expiring net operating loss carryforwards

 

 

 

8591


SIGNATURESSIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

COMPUTER TASK GROUP, INCORPORATED

 

 

By

/s/ Arthur W. CrumlishFilip J.L. Gydé

 

Arthur W. CrumlishFilip J.L. Gydé

 

President and Chief Executive Officer

 

Dated: March 14, 201813, 2020

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

Signature

 

Title

 

Date

(i)

Principal Executive Officer

 

President and Chief Executive Officer

 

March 14, 201813, 2020

 

/s/ Arthur W. CrumlishFilip J.L. Gydé

 

 

 

 

 

Arthur W. CrumlishFilip J.L. Gydé

 

 

 

 

 

 

 

 

 

 

(ii)

Principal Accounting and Principal Financial Officer

 

Chief Financial Officer

 

March 14, 201813, 2020

 

/s/ John M. Laubacker

 

 

 

 

 

John M. Laubacker

 

 

 

 

 

 

 

 

 

 

(iii)

Directors

 

 

 

 

 

 

 

 

 

 

 

/s/ Arthur W. CrumlishFilip J.L. Gydé

 

Director

 

March 14, 201813, 2020

 

Arthur W. CrumlishFilip J.L. Gydé

 

 

 

 

 

 

 

 

 

 

 

/s/ James R. Helvey III

 

Director

 

March 14, 201813, 2020

 

James R. Helvey III

 

 

 

 

 

 

 

 

 

 

 

/s/ David H. Klein

 

Director

 

March 14, 201813, 2020

 

David H. Klein

 

 

 

 

 

 

 

 

 

 

 

/s/ Valerie Rahmani

 

Director

 

March 14, 201813, 2020

 

Valerie Rahmani

 

 

 

 

 

 

 

 

 

 

 

/s/ Daniel J. Sullivan

 

Chairman of the Board of Directors

 

March 14, 201813, 2020

 

Daniel J. Sullivan

 

 

 

 

 

 

 

 

 

 

 

/s/ Owen J. Sullivan

 

Director

 

March 14, 201813, 2020

 

Owen J. Sullivan

 

 

 

 

 

92

86