Document and Entity Information
Document and Entity Information Document - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 09, 2022 | Jul. 02, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CTG | ||
Entity Registrant Name | COMPUTER TASK GROUP, INCORPORATED | ||
Entity Central Index Key | 0000023111 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Public Float | $ 132.1 | ||
Entity Common Stock, Shares Outstanding | 15,341,048 | ||
Entity Interactive Data Current | Yes | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Security Exchange Name | NASDAQ | ||
Entity File Number | 1-9410 | ||
Entity Incorporation, State or Country Code | NY | ||
Entity Tax Identification Number | 16-0912632 | ||
Entity Address, Address Line One | 300 Corporate Parkway | ||
Entity Address, Address Line Two | Suite 214N | ||
Entity Address, City or Town | Amherst | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 14226 | ||
City Area Code | 716 | ||
Local Phone Number | 882-8000 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | None. | ||
Auditor Name | Grant Thornton LLP | ||
Auditor Firm ID | 248 | ||
Auditor Location | Cleveland, OH, United States |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenue | $ 392,285 | $ 366,091 | $ 394,170 |
Direct costs | 305,835 | 289,133 | 319,135 |
Selling, general and administrative expenses | 73,708 | 67,828 | 68,123 |
Operating income | 12,742 | 9,130 | 6,912 |
Interest and other income | 587 | 506 | 311 |
Gain on sale of building | 824 | ||
Non-taxable life insurance gain | 987 | ||
Interest and other expense | 1,592 | 786 | 934 |
Income before income taxes | 11,737 | 10,661 | 6,289 |
Provision (benefit) for income taxes | (1,993) | 3,022 | 2,164 |
Net income | $ 13,730 | $ 7,639 | $ 4,125 |
Net income per share: | |||
Basic | $ 0.99 | $ 0.56 | $ 0.31 |
Diluted | $ 0.92 | $ 0.53 | $ 0.29 |
Weighted average shares outstanding: | |||
Basic | 13,926 | 13,621 | 13,450 |
Diluted | 14,971 | 14,427 | 13,997 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net income | $ 13,730 | $ 7,639 | $ 4,125 |
Foreign currency translation adjustment | (4,052) | 5,461 | (1,084) |
Decrease (increase) in pension loss, net of taxes of $6, $(156), and $(92), in 2021, 2020 and 2019, respectively | 2,479 | (2,286) | (2,847) |
Other comprehensive income (loss) | (1,573) | 3,175 | (3,931) |
Comprehensive income | $ 12,157 | $ 10,814 | $ 194 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Taxes attributable to change in pension loss | $ 6 | $ (156) | $ (92) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 35,584,000 | $ 32,865,000 |
Accounts receivable, net of allowances of $581 and $561 in 2021 and 2020, respectively | 84,252,000 | 76,892,000 |
Prepaid and other current assets | 2,849,000 | 2,207,000 |
Income taxes receivable | 80,000 | 1,174,000 |
Total current assets | 122,765,000 | 113,138,000 |
Property, equipment and capitalized software, net | 5,242,000 | 5,515,000 |
Operating lease right-of-use assets | 22,132,000 | 22,116,000 |
Deferred income taxes | 4,946,000 | 393,000 |
Acquired intangibles, net | 7,280,000 | 9,097,000 |
Goodwill | 19,676,000 | 21,275,000 |
Cash surrender value of life insurance | 4,018,000 | 3,587,000 |
Other assets | 2,228,000 | 924,000 |
Investments | 47,000 | 208,000 |
Total assets | 188,334,000 | 176,253,000 |
Current Liabilities: | ||
Accounts payable | 21,150,000 | 18,784,000 |
Accrued compensation | 22,534,000 | 21,968,000 |
Advance billings on contracts | 4,762,000 | 3,102,000 |
Short-term operating lease liabilities | 6,444,000 | 6,427,000 |
Short-term deferred payroll taxes | 3,508,000 | 3,329,000 |
Other current liabilities | 6,585,000 | 7,535,000 |
Total current liabilities | 64,983,000 | 61,145,000 |
Long-term debt | 0 | 0 |
Deferred compensation benefits | 11,437,000 | 14,420,000 |
Long-term operating lease liabilities | 15,612,000 | 15,564,000 |
Deferred payroll taxes | 3,329,000 | |
Deferred income taxes | 1,792,000 | 2,174,000 |
Other long-term liabilities | 73,000 | 113,000 |
Total liabilities | 93,897,000 | 96,745,000 |
Shareholders’ Equity: | ||
Common stock, par value $0.01 per share, 150,000,000 shares authorized; 27,017,824 shares issued in both periods | 270,000 | 270,000 |
Capital in excess of par value | 110,330,000 | 109,407,000 |
Retained earnings | 108,042,000 | 94,312,000 |
Less: Treasury stock of 11,667,719 and 11,841,960 shares at cost, at December 31, 2021 and 2020, respectively | (107,265,000) | (109,114,000) |
Accumulated other comprehensive loss | (16,940,000) | (15,367,000) |
Total shareholders’ equity | 94,437,000 | 79,508,000 |
Total liabilities and shareholders’ equity | $ 188,334,000 | $ 176,253,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 581 | $ 561 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 27,017,824 | 27,017,824 |
Treasury stock, shares | 11,667,719 | 11,841,960 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flow from operating activities: | |||
Net income | $ 13,730 | $ 7,639 | $ 4,125 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization expense | 3,172 | 3,309 | 3,268 |
Equity-based compensation expense | 2,640 | 2,483 | 1,748 |
Deferred income taxes | (4,731) | (370) | (294) |
Deferred compensation benefits | (639) | (108) | (427) |
Loss (gain) on the sale/disposal of property and equipment | 15 | (799) | |
Impairment of capitalized software | 855 | ||
Non-taxable life insurance gain | (987) | ||
Changes in assets and liabilities that provide (use) cash, excluding the effects of acquisitions: | |||
Accounts receivable | (10,302) | 16,961 | (3,627) |
Prepaid and other current assets | (374) | (65) | 952 |
Other long-term assets | (408) | (596) | 84 |
Cash surrender value of life insurance | 100 | 749 | 961 |
Accounts payable | 2,936 | (577) | 3,864 |
Accrued compensation | 2,085 | (3,081) | 2,203 |
Income taxes payable / receivable | 1,125 | (1,304) | (186) |
Deferred payroll taxes | (3,150) | 6,658 | |
Advance billings on contracts | 1,813 | 1,267 | (2,830) |
Other current liabilities | (561) | (818) | (1,061) |
Other long-term liabilities | (40) | (478) | (250) |
Net cash provided by operating activities | 7,411 | 30,738 | 8,530 |
Cash flow from investing activities: | |||
Cash paid for acquisitions, net of cash received | (4,324) | (8,461) | |
Additions to property and equipment | (1,940) | (1,780) | (1,773) |
Additions to capitalized software | (1,105) | (669) | |
Proceeds from the sale of property and equipment | 2,442 | ||
Premiums paid for life insurance | (531) | (616) | (618) |
Proceeds from life insurance | 400 | ||
Net cash used in investing activities | (2,471) | (4,983) | (11,521) |
Cash flow from financing activities: | |||
Proceeds from long-term debt | 40,845 | 170,920 | |
Payments on long-term debt | (46,135) | (169,270) | |
Deferred debt financing costs | (1,206) | ||
Proceeds from stock option plan exercises | 366 | 91 | |
Taxes remitted for shares withheld from equity-based compensation transactions | (399) | (168) | (172) |
Proceeds from Employee Stock Purchase Plan | 165 | 143 | 147 |
Change in cash overdraft, net | (370) | 78 | |
Net cash provided by (used in) financing activities | (1,074) | (5,685) | 1,794 |
Effect of exchange rates on cash and cash equivalents | (1,147) | 2,014 | (453) |
Net increase (decrease) in cash and cash equivalents | 2,719 | 22,084 | (1,650) |
Cash and cash equivalents at beginning of year | 32,865 | 10,781 | 12,431 |
Cash and cash equivalents at end of year | $ 35,584 | $ 32,865 | $ 10,781 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Capital in Excess of Par Value [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income (loss) [Member] |
Balance at Dec. 31, 2018 | $ 64,228 | $ 270 | $ 116,427 | $ 82,548 | $ (120,406) | $ (14,611) |
Balance, shares at Dec. 31, 2018 | 27,018,000 | 12,746,000 | ||||
Employee Stock Purchase Plan share issuance | 147 | (152) | $ 299 | |||
Employee Stock Purchase Plan share issuance, shares | (32,000) | |||||
Stock Option Plan share issuance, net | $ 91 | (663) | $ 754 | |||
Stock Option Plan share issuance, shares | (80,000) | (45,000) | ||||
Restricted stock plan share issuance/forfeiture | $ (172) | (3,230) | $ 3,058 | |||
Restricted stock plan share issuance/forfeiture, shares | 143,000 | |||||
Deferred compensation plan share issuance | (2,034) | $ 2,034 | ||||
Deferred compensation plan share issuance, shares | (215,000) | |||||
Equity-based compensation | 1,748 | 1,748 | ||||
Net income | 4,125 | 4,125 | ||||
Foreign currency translation adjustment | (1,084) | (1,084) | ||||
Pension loss adjustment, net of tax | (2,847) | (2,847) | ||||
Balance at Dec. 31, 2019 | 66,236 | $ 270 | 112,096 | 86,673 | $ (114,261) | (18,542) |
Balance, shares at Dec. 31, 2019 | 27,018,000 | 12,311,000 | ||||
Employee Stock Purchase Plan share issuance | $ 143 | (128) | $ 271 | |||
Employee Stock Purchase Plan share issuance, shares | (29,000) | |||||
Stock Option Plan share issuance, net | (193) | $ 193 | ||||
Stock Option Plan share issuance, shares | 0 | (6,000) | ||||
Restricted stock plan share issuance/forfeiture | $ (168) | (4,851) | $ 4,683 | |||
Restricted stock plan share issuance/forfeiture, shares | (434,000) | |||||
Equity-based compensation | 2,483 | 2,483 | ||||
Net income | 7,639 | 7,639 | ||||
Foreign currency translation adjustment | 5,461 | 5,461 | ||||
Pension loss adjustment, net of tax | (2,286) | (2,286) | ||||
Balance at Dec. 31, 2020 | $ 79,508 | $ 270 | 109,407 | 94,312 | $ (109,114) | (15,367) |
Balance, shares at Dec. 31, 2020 | 27,017,824 | 27,018,000 | 11,842,000 | |||
Employee Stock Purchase Plan share issuance | $ 165 | (9) | $ 174 | |||
Employee Stock Purchase Plan share issuance, shares | (19,000) | |||||
Stock Option Plan share issuance, net | $ 366 | (427) | $ 793 | |||
Stock Option Plan share issuance, shares | (65,300) | (82,000) | ||||
Restricted stock plan share issuance/forfeiture | $ (399) | (1,281) | $ 882 | |||
Restricted stock plan share issuance/forfeiture, shares | 73,000 | |||||
Equity-based compensation | 2,640 | 2,640 | ||||
Net income | 13,730 | 13,730 | ||||
Foreign currency translation adjustment | (4,052) | (4,052) | ||||
Pension loss adjustment, net of tax | 2,479 | 2,479 | ||||
Balance at Dec. 31, 2021 | $ 94,437 | $ 270 | $ 110,330 | $ 108,042 | $ (107,265) | $ (16,940) |
Balance, shares at Dec. 31, 2021 | 27,017,824 | 27,018,000 | 11,668,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 in North and South 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, 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, the annual impairment assessment, 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, Colombia, 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 provides information and technology-related services to its clients. These services include information and 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 a majority of its services in five vertical market focus areas: technology service providers, healthcare (which includes services provided to healthcare providers, health insurers (payers), and life sciences companies), financial services, manufacturing, 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, 2021, 2020, and 2019 is as follows: 2021 2020 2019 Technology service providers 26.7 % 31.3 % 32.2 % Healthcare 21.6 % 14.9 % 16.6 % Financial services 16.2 % 15.8 % 13.8 % Manufacturing 11.7 % 13.5 % 16.8 % Energy 5.1 % 6.2 % 5.2 % General markets 18.7 % 18.3 % 15.4 % Total 100.0 % 100.0 % 100.0 % Change in Presentation During the fourth quarter of 2021, the Company further refined its strategy to focus on providing digital services within its IT Solutions business in both North America and Europe and determined that there are certain lower margin staffing accounts within its business that are no longer part of the Company’s long-term business plan. Accordingly, the Company changed its operating and reporting segments from one segment to three segments: North America IT Solutions and Services, Europe IT Solutions and Services, and Non-Strategic Technology Services. Refer to footnote 13, “Segments and Enterprise-Wide Disclosures” for further discussion on the impact of this change. Certain reclassifications were made to prior period amounts in order to conform to the current year presentation. These reclassifications had no impact on the reported consolidated prior period financial results. Revenue and Cost Recognition The Company recognizes revenue when control of the promised good or service is 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 over 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 with the total estimate 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 that 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 experience on similar projects, and includes management judgments and estimates that 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, 2021, 2020, and 2019 is as follows: 2021 2020 2019 Time-and-material 79.8 % 81.0 % 79.6 % Progress billing 17.8 % 15.9 % 10.2 % Percentage-of-completion 2.4 % 3.1 % 10.2 % Total 100.0 % 100.0 % 100.0 % The Company recorded revenue by geography for 2021 compared to 2020 and 2020 compared to 2019 as follows: Year Ended December 31, % of total 2021 % of total 2020 Year-Over- Year (dollars in thousands) North America 55.7 % $ 218,344 55.8 % $ 204,264 6.9 % Europe 44.3 % 173,941 44.2 % 161,827 7.5 % Total 100.0 % $ 392,285 100.0 % $ 366,091 7.2 % Year Ended December 31, % of total 2020 % of total 2019 Year-Over- Year (dollars in thousands) North America 55.8 % $ 204,264 61.5 % $ 242,218 (15.7 )% Europe 44.2 % 161,827 38.5 % 151,952 6.5 % Total 100.0 % $ 366,091 100.0 % $ 394,170 (7.1 )% The Company includes billable expenses in its accounts as both revenue and direct costs. These billable expenses totaled $1.1 million, $1.9 million, and $2.6 million in 2021, 2020, and 2019, respectively. 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. Advance 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. Transaction Price Allocated to Remaining Performance Obligations As of December 31, 2021, the aggregate transaction price allocated to unsatisfied or partially unsatisfied performance obligations for fixed-price and all progress billing contracts was approximately $12.6 million and $55.9 million, respectively. Approximately $39.9 million of the transaction price allocated to unsatisfied or partially unsatisfied performance obligations is expected to be earned in 2022. Approximately $28.6 million of the transaction price allocated to unsatisfied or partially unsatisfied performance obligations is expected to be earned in 2023 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, taxes are recorded in the Company's accounts on a net basis. 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, 2021 and 2020, the carrying amounts of the Company’s cash of $35.6 million and $32.9 million, respectively, approximated fair value. As described in Note 3 of the consolidated financial statements, the Company acquired 100% 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 expected direct profit forecasts, 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. In the 2020 fourth quarter, the Company paid approximately $0.3 million relating to the earn-out based on the achievement by Tech-IT of the direct profit targets for fiscal year 2019. The fair value of the remaining contingent consideration liability was determined to be zero as of December 31, 2021 as the direct profit target threshold was not met by Tech-IT for the fiscal year 2020. In addition, t he 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 StarDust of consolidated direct profit targets for fiscal 2020 and 2021 . 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 consolidated direct profit forecasts, discount rate, and other market variables to assess the probability of StarDust achieving the revenue and EBIT targets. The fair value as of the March 3, 2020 acquisition date was determined to be $ 0.1 million. The Company paid $ 0.3 million during 2021 relating to the earn-out based on the achievement by StarDust of consolidated direct profit targets for the fiscal year 2020. As of December 31, 2021, t he fair value of the remaining contingent consideration l iability was determined to be zero as the consolidated direct profit target thresholds were not met by StarDust for the fiscal year 2021. As of December 31, 2021, goodwill recorded on the Company's consolidated balance sheet totaled $19.7 million, which relates to the acquisitions completed by the Company in 2018, 2019, and 2020. The acquisition of Soft Company in 2018 and StarDust in 2020 are in the France reporting unit, while the 2019 acquisition of Tech-IT is in the Luxembourg reporting unit. During 2021, $1.4 million of goodwill was allocated to the North America IT Solutions and Services segment, while the balance of $18.3 million remains in the Europe IT Solutions and Services segment. In connection with our annual goodwill impairment test, we make various assumptions to determine the estimated fair value of the reporting units to which the goodwill relates. We perform the annual impairment review in the fourth quarter of each year. The goodwill impairment test is performed at least annually, unless indicators of an impairment exist in interim periods. The Company compared the estimated fair value of a reporting unit with goodwill to its carrying value. If the carrying amount of a reporting unit’s goodwill exceeds the implied fair value of its goodwill, an impairment loss is recognized in an amount equal to the excess. As of October 2021 fiscal month-end, we performed our annual goodwill impairment test in conjunction with an external consultant and estimated the fair value of our reporting units based on a combination of the income (estimates of future discounted cash flows) and the market approach (market multiples for similar companies). The income approach uses a discounted cash flow (DCF) method that utilizes the present value of cash flows and other Level 3 inputs to estimate the fair value of the reporting unit. The future cash flows for the reporting units were projected based upon on our estimates of future revenue, a terminal growth rate, operating income and other factors such as working capital and capital expenditures. As part of our projections, we took into account expected industry and market conditions for the industries in which the reporting units operate, as well as trends currently impacting the reporting units. As part of our DCF analysis, we projected revenue and operating profits, and assumed long-term revenue growth rates in the “terminal year” for both of the reporting units. These projections are based upon our judgment and may change in the future based upon the inherent uncertainty in predicting future results. The market approach utilizes multiples of earnings before interest expense, taxes, depreciation and amortization (EBITDA) to estimate the fair value of the reporting unit. The market multiples used for our reporting units were based on competitor industry data, along with the market multiples for the Company and other factors. The carrying value as of October 2021 was approximately $15.3 million and $12.2 million for the France and Luxembourg reporting units, respectively. The Company is also allowed to elect an irrevocable option to measure, on a contract-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, 2021 and 2020. 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 16 individuals, whose average age is 78 years old. These policies have generated cash surrender value and the Company has taken loans against the policies. At December 31, 2021, the insurance policies that have been borrowed against have a gross cash surrender value of $28.3 million, outstanding loans and interest totaling $25.2 million, and a net cash surrender value of $3.1 million. At December 31, 2020, these insurance policies had a gross cash surrender value of $27.1 million, outstanding loans and interest totaling $24.4 million, and a net cash surrender value of $2.7 million. At December 31, 2021 and 2020, the total death benefit for the remaining policies was approximately $36.0 million and $35.0 million, respectively. Currently, upon the death of all of the plan participants, the Company would expect to receive approximately $10.4 million, and under current tax regulations, record a non-taxable gain of approximately $7.4 million. During both, the 2020 second and third quarters, a participant in the plan passed away. Upon their deaths, the Company recorded a non-taxable life insurance gain totaling approximately $1.0 million, which it has recorded on its consolidated statements of operations. 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. As of December 31, 2021, the Company has multiple accounts that carry balances in excess of this insurable limit. The Company’s cash in its foreign bank accounts is not insured. Accounts Receivable Factoring As part of our working capital management, the Company entered into a factoring agreement during the 2020 first quarter to sell certain trade accounts receivables on a non-recourse basis to a third-party financial institution. We account for these transactions as sales of receivables and present cash proceeds as cash provided by operating activities in the consolidated statements of cash flows. Total trade accounts receivable sold under the factoring agreement was approximately $35.8 million in 2021 and $64.0 million in 2020. Factoring fees for the sale of receivables were recorded in direct costs and were $0.1 million for each of the years ended December 31, 2021 and 2020. 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 ten 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 $2.0 million in 2021, and $1.9 million in both 2020 and 2019. As of December 31, 2021 and 2020, the Company had capitalized costs relating to software projects developed for internal use. Amortization periods for these projects range from three to five years, and begins when the software, or enhancements thereto, is available for its intended use. Amortization periods are evaluated annually for propriety. 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. During the 2020 fourth quarter, the Company recorded an adjustment of $0.8 million to reduce capital software for an asset that was being developed in the United Kingdom. The Company does not have any long-lived assets that are impaired as of December 31, 2021. During the 2020 second quarter, the Company sold its corporate headquarters located in Buffalo, NY. As the sale price of the building was $2.5 million, and the book value of the building was approximately $1.6 million, the Company recorded a profit on the sale after related fees of approximately $0.8 million in the 2020 second quarter. Leases The Company is obligated under a number of short and long-term operating leases for 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 the January 1, 2019 adoption date. Segments The Company provides information technology and related services to its clients. These services include digital IT Solutions and services, and Staffing Services. With digital IT Solutions and Services, the Company generally takes responsibility for the deliverables and some level of project and staff management, and these services may include high-end advisory or business-related consulting. When providing Staffing Services, including managed staffing, staff augmentation, and volume staffing, personnel are provided to clients based upon their requirements for specific skills, who then, in turn, take their direction from clients’ managers. In prior years, and in 2021 prior to the fourth quarter, the Company reported its results in one segment. This included operating segments for each of North America and Europe. The services the Company provided, regardless of geography or industry, were similar in nature and produced similar results. Additionally, the CEO, who is the Company’s chief operating decision maker, made decisions on investments and allocated resources at the North America or Europe level. Accordingly, given the consistency of the services provided and the results, the Company aggregated those results into one reporting segment. During the 2021 fourth quarter, the Company further refined its strategy to focus on providing digital services within its IT Solutions business in both North America and in Europe. As part of this process, the Company also determined that there are certain lower margin staffing accounts within its business that are no longer part of the Company’s long-term business plan. The focus includes investing in business development, solutions, delivery, and marketing for IT Solutions, and critically evaluating each significant staffing engagement as it comes up for renewal to determine if the Company would continue to provide those services to its client. These decisions are based on, among other factors, critically evaluating the work performed, the availability of the resources, the client, the long-term opportunities for the services provided at the client, and the revenue and profit associated with the engagement. As a part of this refinement of the strategy in the 2021 fourth quarter, the Company is now operating and reporting in three segments within its business: North America IT Solutions and Services, Europe IT Solutions and Services, and Non-Strategic Technology Services. Goodwill The goodwill recorded on the Company's consolidated balance sheet at December 31, 2021 relates to the acquisition of Soft Company in the 2018 first quarter, Tech-IT in the 2019 first quarter, and StarDust in the 2020 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. If impairment indicators are present and the estimated future undiscounted cash flows are less than the carrying value of the long-lived assets, the carrying value would be reduced to the estimated fair value. There were no impairments recorded in the Company’s consolidated financial statements during 2021, 2020, or 2019. The changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2020 are as follows: (amounts in thousands) Balance at December 31, 2019 $ 16,681 Acquired goodwill 2,757 Foreign currency translation 1,837 Balance at December 31, 2020 $ 21,275 Acquired goodwill — Foreign currency translation (1,599 ) Balance at December 31, 2021 $ 19,676 The Company’s goodwill at December 31, 2021 totaled $19.7 million, including $18.3 million in the Europe IT Solutions and Services segment, and $1.4 million in the North America IT Solutions and Services segment. At December 31, 2020 and 2019, the Company’s goodwill balance totaled $21.3 million and $16.7 million, respectively, and was wholly included in the Company’s Europe IT Solutions and Services segment. Acquired Intangibles Assets Acquired intangible assets at December 31, 2021 consist of the following: (amounts in thousands) Estimated Economic Life Gross Carrying Amount Accumulated Amortization Foreign Currency Translation Net Carrying Amount Trademarks 2 years $ 1,532 $ (1,454 ) $ (70 ) $ 8 Technology 10 years 591 (110 ) 10 491 Customer relationships 7-13 years 10,496 (3,121 ) (594 ) 6,781 Total $ 12,619 $ (4,685 ) $ (654 ) $ 7,280 Acquired intangible assets at December 31, 2020 consisted of the following: (amounts in thousands) Estimated Economic Life Gross Carrying Amount Accumulated Amortization Foreign Currency Translation Net Carrying Amount Trademarks 2 years $ 1,532 $ (1,456 ) $ 50 $ 126 Technology 10 years 591 (54 ) 59 596 Customer relationships 7-13 years 10,496 (2,331 ) 210 8,375 Total $ 12,619 $ (3,841 ) $ 319 $ 9,097 Amortization expense for our acquired intangibles was $1.2 million in 2021, and $1.4 million in both 2020 and 2019. Estimated amortization expense for the next five fiscal years, and thereafter, is as follows (amounts in thousands): Year Annual Amortization 2022 $ 1,033 2023 1,025 2024 1,025 2025 1,025 2026 1,025 Thereafter 2,147 Total $ 7,280 Income Taxes 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 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 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. The Company generated U.S. book and tax income during 2019, 2020, and 2021 resulting in a cumulative income position for the three years ended December 31, 2021. The Company believes its financial outlook remains positive and the uncertainty around the COVID-19 pandemic has decreased. Because of the positive U.S. financial results and outlook, management has concluded that it is more likely than not that, the Company will be able to fully realize its U.S. deferred tax assets and has reversed the valuation allowance totaling $5.2 million at December 31, 2021. The analysis that the Company prepared to determine the valuation allowance required significant judgment and assumptions regarding future market conditions as well as forecasts for profits, taxable income, and taxable income by jurisdiction. Due to the sensitivity of the analysis, changes to the assumptions in subsequent periods could have a material effect on the valuation allowance. Additionally, management has determined that a valuation allowance is required against its Netherlands and India deferred taxes. The total valuation allowance recorded against these deferred tax assets is $2.1 million, a net decrease of $5.5 million during the year, of which $5.1 million was recorded as income tax benefit 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 2021, 2020, and 2019 consolidated statements of operations on a straight-line basis based upon awards that are ultimately expected to vest. See Note 10, “Equity-Based Compensation.” Net Income Per Sha |
Property, Equipment and Capital
Property, Equipment and Capitalized Software | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property, Equipment and Capitalized Software | 2. Property, Equipment and Capitalized Software Property, equipment and capitalized software at December 31, 2021 and 2020 are summarized as follows: December 31, Useful Life 2021 2020 (amounts in thousands) (years) Equipment 1-10 $ 6,796 $ 6,136 Furniture 5-10 1,875 1,490 Capitalized software 3-5 2,377 2,397 Other software 2-5 2,234 2,139 Leasehold improvements 1-15 2,346 2,381 $ 15,628 $ 14,543 Accumulated depreciation and amortization (10,386 ) (9,028 ) $ 5,242 $ 5,515 The Company capitalizes software projects developed for commercial use. The Company recorded capitalized software costs during 2021 and 2020 as follows: For the year ended December 31, (amounts in thousands) 2021 2020 Capitalized software, beginning balance $ 2,397 $ 2,147 Additions — 929 Impairment — (855 ) Foreign currency translation (20 ) 176 Capitalized software $ 2,377 $ 2,397 Capitalized software amortization periods range from three to five years, and are evaluated periodically for propriety. Amortization expense and accumulated amortization for these projects at December 31, 2021 and 2020 are as follows: For the year ended December 31, (amounts in thousands) 2021 2020 Accumulated amortization, beginning balance $ 1,280 $ 866 Amortization expense 468 414 Accumulated amortization $ 1,748 $ 1,280 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions StarDust SAS (“StarDust”) On March 3, 2020, the Company acquired 100% of the equity of StarDust, for approximately $6.1 million (€5.5 million based on a EUR into USD exchange rate of 1.1145). The acquisition was funded using cash on hand and borrowings under the Credit and Security Agreement. The France-based StarDust, 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. The acquisition expanded the Company’s global testing capabilities. The results of operations of StarDust 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 $1.1 million (€1.0 million based on a EUR into USD exchange rate of 1.1145) can be earned, a portion of which will be payable in each period subject to the achievement of consolidated direct profit targets for fiscal 2020 and 2021. Additionally, for each €10,000 of consolidated direct profit achieved above the target, an additional €1,000 can be earned, with no maximum limit. There is no payout if the achievement is below the target threshold. The fair value as of the March 3, 2020 acquisition date was determined to be $0.1 million. During 2021, the Company paid $0.3 million relating to the earn-out based on the achievement by StarDust of consolidated direct profit targets for the fiscal year 2020. As of December 31, 2021, the fair value of the remaining contingent consideration liability was determined to be zero as the consolidated direct profit targets were not met by StarDust for the fiscal year 2021. The acquisition date fair value of the consideration for the acquisition of StarDust consisted of the following as of March 3, 2020: (amounts in thousands) Cash consideration $ 6,122 Fair value of contingent consideration 111 Fair value of purchase consideration $ 6,233 The following table summarizes the allocation of the aggregate purchase consideration to the fair value of the assets acquired and liabilities assumed as of March 3, 2020: (amounts in thousands) Assets Acquired: Cash $ 1,798 Accounts receivable 1,303 Prepaids & other 71 Property & equipment, net 327 Acquired intangibles 1,282 Goodwill 2,757 Total assets acquired $ 7,538 Liabilities Assumed: Accounts payable $ 285 Accrued compensation 307 Taxes payable 222 Other liabilities 163 Deferred income taxes 328 Total liabilities assumed 1,305 Net assets acquired $ 6,233 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 purposes. (amounts in thousands) Fair Value Estimated Economic Life Trademarks $ 100 2 years Technology 591 10 years Customer relationships 591 7 years Fair value of purchase consideration $ 1,282 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 $(0.2) million and $0.6 million in 2021 and 2020, respectively, which were recorded as a component of selling, general, and administrative expenses in the consolidated statements of operations. The purchase price allocation for this acquisition has been finalized. 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 enabled 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. In the 2020 fourth quarter, the Company paid approximately $0.3 million relating to the earn-out based on the achievement by Tech-IT of direct profit targets for the fiscal year 2019. The fair value of the remaining contingent consideration liability was determined to be zero as of December 31, 2020 as the direct profit target threshold was not met by Tech-IT for the fiscal year 2020. 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 purposes. The intangible assets acquired in this acquisition consisted of the 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 adjustments to the fair value of the earn-out liability and amortization of intangible assets of approximately $0.5 million and $0.4 million in 2021 and 2020, respectively, which were recorded as a component of selling, general, and administrative expenses in the consolidated statements of operations. The purchase price allocation for this acquisition has been finalized. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 4. Debt The Company entered into a new asset-based lending revolving credit agreement (Credit Agreement) during the 2021 second quarter, which has a five-year At December 31, 2021 and December 31, 2020, there were no amounts outstanding under the Credit Agreement or the Company’s previous Credit and Security Agreement, respectively. The Company borrows or repays its debts as needed based upon its working capital obligations, including the timing of the U.S. bi-weekly payroll. There were no borrowings during 2021. The maximum amounts outstanding under its previous Credit and Security Agreement in 2020 was $12.0 million, while the average amount outstanding was $6.4 million, and carried a weighted average interest rate of 1.9%. Total commitment fees incurred totaled approximately $0.2 million in 2020 and $0.3 million in 2019, while interest paid in 2020 and 2019 totaled $0.2 million and $0.4 million, respectively. Under the Credit Agreement, the Company is required to meet one financial covenant in order to maintain borrowings under its revolving credit line, pay dividends, and make acquisitions. The covenant is measured quarterly, and at December 31, 2021 represented a fixed charge coverage ratio, where for the trailing twelve months the consolidated earnings before interest, taxes, depreciation, and amortization (EBITDA) adjusted for, amongst other items, equity-based compensation and severance expenses, must be greater than 1.0 times the consolidated interest expense paid in cash and any scheduled principal payments. The fixed charge coverage ratio is only tested if availability, subject to a maximum of the commitment of $50.0 million, on the measurement date is less than the greater of 12.5% of the total loan availability or $5.0 million. Actual borrowings by CTG under the Credit Agreement are subject to a borrowing base, which is a formula based on certain eligible receivables and reserves for each country included in the Credit Agreement (the United States, Belgium, and Luxembourg). Receivable balances from our largest client, IBM, have been removed from the Credit Agreement as collateral, as the Company had entered into a factoring arrangement for those receivables. Total availability as of December 31, 2021 was approximately $44.7 million. The Company’s compliance with its financial covenant was not required to be tested at December 31, 2021 as the availability under the Credit Agreement was in excess of 12.5% of the total loan availability. The Company was in compliance with its applicable covenants under the previous Credit and Security Agreement at December 31, 2020 and December 31, 2019. During 2021, the Company wrote-off approximately $0.1 million in deferred financing fees associated with its previous Credit and Security Agreement. The Company incurred approximately $1.4 million in fees associated with the Credit Agreement which have been deferred and will be amortized over the life of the agreement (60 months). |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 5. Income Taxes On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law. The CARES Act is a relief package intended to assist many aspects of the American economy and includes provisions relating to refundable payroll tax credits, deferral of certain payment requirements for the employer portion of Social Security taxes, net operating loss carryback periods and temporarily increasing the amount of net operating losses that corporations can use to offset income, alternative minimum tax (“AMT”) credit refunds, modifications to the net interest deduction limitations, and technical corrections to tax depreciation methods for qualified improvement property. On July 20, 2020, the Department of the Treasury and the Internal Revenue Service issued final regulations addressing the treatment of income earned by certain foreign corporations that is subject to a high rate of foreign tax. The final regulations allow taxpayers to exclude certain high-taxed income of a controlled foreign corporation from their Global Intangible Low Taxed Income (“GILTI”) computation on an elective basis (“the GILTI High Tax Exclusion election” or “the Election”). Taxpayers make the election on an annual basis. Taxpayers may make the election retroactively to tax years beginning after December 31, 2017 if certain requirements are met. The Company has reflected the impact of the Election as well as the impact of the extended net operating loss carryback periods provided by the CARES Act on its 2020 income tax provision and continues to assess the future implications of these provisions on its consolidated financial statements. The provision for income taxes for 2021, 2020, and 2019 consists of the following: 2021 2020 2019 (amounts in thousands) Domestic and foreign components of income before income taxes are as follows: Domestic $ 4,797 $ 2,497 $ 2,306 Foreign 6,940 8,164 3,983 Total income before income taxes $ 11,737 $ 10,661 $ 6,289 The provision (benefit) for income taxes consists of: Current tax: U.S. federal $ (219 ) $ 258 $ 62 Foreign 2,654 2,679 1,947 U.S. state and local 138 365 107 Total current tax 2,573 3,302 2,116 Deferred tax: U.S. federal (3,810 ) — — Foreign 60 (280 ) 48 U.S. state and local (816 ) — — Total deferred tax (4,566 ) (280 ) 48 Total tax $ (1,993 ) $ 3,022 $ 2,164 The effective and statutory income tax rate can be reconciled as follows: Tax at statutory rate $ 2,465 $ 2,239 $ 1,321 State tax, net of federal benefit 280 53 121 Non-taxable income (192 ) (393 ) (250 ) Non-deductible expenses 9 569 720 Change in estimate primarily related to foreign taxes 352 (227 ) 100 Change in valuation allowance related to U.S. federal taxes (5,229 ) 1,952 (629 ) Change in estimate primarily related to U.S. federal taxes — (1,141 ) — Tax credits (260 ) (679 ) (164 ) GILTI — 146 376 Foreign rate differential 504 488 531 Other, net 78 15 38 Total tax $ (1,993 ) $ 3,022 $ 2,164 Effective income tax rate (17.0 )% 28.3 % 34.4 % The ETR was lower in 2021 primarily due to the reversal of the valuation allowance against the Company’s US deferred tax assets. The ETR was lower in 2020 primarily resulting from the GILTI High Tax Exclusion election and extended NOL carryback periods. The ETR was higher in 2019 primarily due to non-deductible acquisition costs related to the Tech-IT and Soft Company acquisitions . The Company’s deferred tax assets and liabilities at December 31, 2021 and 2020 consist of the following: December 31, 2021 2020 (amounts in thousands) Assets Deferred compensation $ 4,498 $ 5,475 Loss and credit carryforwards 1,454 522 Accruals deductible for tax purposes when paid 908 1,551 State taxes 639 836 Depreciation 42 52 Unrealized gain 74 12 Leases 5,691 5,686 Other 13 88 Gross deferred tax assets 13,319 14,222 Deferred tax asset valuation allowance (2,128 ) (7,664 ) Gross deferred tax assets less valuation allowance 11,191 6,558 Liabilities Amortization (1,847 ) (2,317 ) Depreciation (477 ) (312 ) Leases (5,691 ) (5,686 ) Deferred compensation (22 ) (24 ) Gross deferred tax liabilities (8,037 ) (8,339 ) Net deferred tax assets (liabilities) $ 3,154 $ (1,781 ) Net deferred tax assets and liabilities are recorded as follows: Net non-current assets $ 4,946 $ 393 Net non-current liabilities (1,792 ) (2,174 ) Net deferred tax assets (liabilities) $ 3,154 $ (1,781 ) 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 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. The Company generated U.S. book and tax income during 2019, 2020, and 2021 resulting in a cumulative income position for the three years ended December 31, 2021. The Company believes its financial outlook remains positive and the uncertainty around the COVID-19 pandemic has decreased. Given the positive U.S. financial results and outlook, management has concluded that it is more likely than not that the Company will be able to fully realize its U.S. deferred tax assets and has reversed the valuation allowance totaling $5.2 million at December 31, 2021. The analysis that the Company prepared to determine the valuation allowance required significant judgment and assumptions regarding future market conditions as well as forecasts for profits, taxable income, and taxable income by jurisdiction. Due to the sensitivity of the analysis, changes to the assumptions in subsequent periods could have a material effect on the valuation allowance. Additionally, management has determined that a valuation allowance is required against its Netherlands and India deferred taxes. The total valuation allowance recorded against these deferred tax assets is $2.1 million, a net decrease of $5.5 million during the year, of which $5.1 million was recorded as income tax benefit in the consolidated statement of operations. The Company has a U.S. federal and various state net operating loss carryforwards of $4.0 million and $1.7 million, respectively. The federal carryforward has no expiration date, and the state carryforwards begin to expire in 2022. The Company has net operating loss carryforwards in the Netherlands, United Kingdom, and India of $0.2 million, $1.3 million, and $0.8 million, respectively. The carryforwards in the Netherlands expire between At December 31, 2021, 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 unrecognized tax benefits (if any) in tax expense, as applicable. At December 31, 2021 and 2020, the Company had no accrual for the payment of interest and penalties. The Company has not recorded a U.S. deferred tax liability for the excess book basis over the tax basis of its investments in foreign subsidiaries as these amounts continue to be indefinitely reinvested in foreign operations. Net income tax payments during 2021, 2020, and 2019 totaled $2.7 million, $4.2 million, and $2.5 million, respectively. |
Lease Commitments
Lease Commitments | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lease Commitments | 6. Lease Commitments The Company accounts for its leases under Topic 842, “Leases”. The Company is obligated under a number of long-term operating leases for office space and office equipment, and for automobiles leased in Europe. 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. Operating 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 2021 and 2020 was $7.6 million and $6.4 million, respectively. The Company incurred variable lease cost of $0.4 million and $0.5 million, and short-term lease cost of $0.4 million and $0.6 million in 2021 and 2020, respectively. Maturities for the Company’s lease liabilities for all operating leases as of December 31, 2021 are as follows: Year Total Operating Leases (amounts in thousands) 2022 $ 6,514 2023 4,978 2024 3,337 2025 2,257 2026 1,697 2027 & thereafter 4,563 Total undiscounted operating lease payments 23,346 Less: Interest (1,290 ) Total present value of operating lease liabilities $ 22,056 The weighted average remaining lease term and discount rate for all operating leases as of December 31, 2021 are as follows: December 31, 2021 Weighted average remaining lease term (years) 5.98 Weighted average remaining discount rate 2.08 % Supplemental cash flow information related to the Company’s operating leases for 2021 is as follows: (amounts in thousands) December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash outflow from operating leases 7,611 Right-of-use assets obtained in exchange for new operating lease liabilities 6,522 |
Deferred Compensation Benefits
Deferred Compensation Benefits | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Deferred Compensation Benefits | 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. The Company also maintains a fully funded pension plan related to CTG Belgium and CTG Health Solutions (Belgium) employees (BDBP). This is a plan with active employees and the Company expects to make future contributions. 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 did not make contributions to this plan in 2020 or 2021 and does not anticipate making contributions to the plan in 2022. No benefit payments were made in 2020 or 2021 and none are expected to be paid in 2022. On March 3, 2020, the Company acquired StarDust and now maintains an unfunded pension plan related to the current StarDust employees (SDBP). The Company did not make contributions to this plan in 2020 or 2021 and does not anticipate making contributing to this plan in 2022. No benefit payments were made in 2020 or 2021 and none are expected to be paid in 2022. Net periodic pension cost for the years ended December 31, 2021, 2020, and 2019 for all of the plans is as follows: Net Periodic Pension Cost 2021 2020 2019 (amounts in thousands) Service cost $ 499 $ 428 $ 330 Interest cost 197 355 583 Expected return on assets (702 ) (657 ) (612 ) Amortization of actuarial loss 495 304 190 Net periodic pension cost $ 489 $ 430 $ 491 The change in benefit obligation and reconciliation of fair value of plan assets for the years ended December 31, 2021 and 2020 for the ESBP, NDBP, BDBP, FDBP, and SDBP plans are as follows: Changes in Benefit Obligation 2021 2020 (amounts in thousands) Benefit obligation at beginning of period $ 34,729 $ 30,629 Service cost 499 428 Interest cost 197 355 Benefits paid (1,036 ) (996 ) Acquisition — 22 Actuarial loss (1,341 ) 1,733 Effect of exchange rate changes (2,091 ) 2,558 Benefit obligation at end of period 30,957 34,729 Reconciliation of Fair Value of Plan Assets Fair value of plan assets at beginning of period 20,656 18,079 Actual return on plan assets 636 603 Employer contributions 1,199 1,188 Benefits paid (922 ) (968 ) Effect of exchange rate changes (1,591 ) 1,754 Fair value of plan assets at end of period 19,978 20,656 Accrued benefit cost $ 10,979 $ 14,073 Accrued benefit cost for the ESBP, NDBP, BDBP, FDBP, and SDBP is included in the consolidated balance sheet as follows: (amounts in thousands except percentages) ESBP NDBP BDBP FDBP SDBP As of December 31, 2021: Non-current assets $ — $ — $ 100 $ — $ — Current liabilities $ 509 $ — $ — $ 36 $ — Non-current liabilities $ 3,844 $ 6,280 $ — $ 367 $ 41 Discount rates: Benefit obligation 2.10 % 1.00 % 1.05 % 1.00 % 0.35 % Net periodic pension cost 1.56 % 0.40 % 1.05 % 0.35 % 0.45 % Salary increase rate — % — % 3.75 % 1.90 % 1.75 % Expected return on plan assets — % 4.00 % 3.10 % — % — % As of December 31, 2020: Non-current assets $ — $ — $ 97 $ — $ — Current liabilities $ 512 $ — $ — $ — $ — Non-current liabilities $ 4,261 $ 8,783 $ — $ 580 $ 34 Discount rates: Benefit obligation 1.56 % 0.40 % 0.50 % 0.35 % 0.35 % Net periodic pension cost 2.60 % 0.90 % 0.50 % 0.80 % 0.45 % Salary increase rate — % — % 3.55 % 1.75 % 1.75 % Expected return on plan assets — % 4.00 % 3.20 % — % — % For the ESBP, the accumulated benefit obligation at December 31, 2021 and 2020 was $4.4 million and $4.8 million, respectively. The amounts included in other comprehensive income relating to the pension loss adjustment in 2021 and 2020, net of tax, was approximately $(0.2) For the NDBP, the accumulated benefit obligation at December 31, 2021 and 2020 was $ 13.9 million and $ 16.9 million, respectively. The discount rate used in 2021 was 1.00 %, 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 a n in crease of 60 basis points from the rate used in the prior year. The in crease in the discount rate and foreign currency fluctuations resulted in a de crease in the plan’s liabilities of $ 3.0 million in 2021 . 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 2022 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 Note 1 “Summary of Significant Accounting Policies—Fair Value”). In 2021 and 2020, 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 2022. For the BDBP, the accumulated benefit obligation at December 31, 2021 and 2020 was $12.3 million and $12.4 million, respectively. The discount rate used in 2021 was 1.05%, which is reflective of a series of corporate bonds whose cash flow approximates the payments to participants under the BDBP for the remainder of the plan. This rate was an increase of 55 basis points from the rate used in the prior year. The increase in the discount rate and foreign currency fluctuations resulted in a decrease in the plan’s liabilities of $0.1 million in 2021. The assets for the BDBP are held by Allianz for the CTG Belgium plan and by Vivium for the CTG Health Solutions (Belgium) plan, both financial services firms 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 2022 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 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 and Vivium). The fair value of the assets is determined using a Level 3 methodology (see Note 1 “Summary of Significant Accounting Policies—Fair Value”). Allianz and 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, 2021 and 2020 was $0.4 million and $0.6 million, respectively. The amounts included in other comprehensive loss relating to the pension loss adjustment in 2021 and 2020 were $(0.2) million and $0.2 million, respectively. The discount rate used in 2021 was 1.00%, 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 an increase of 65 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. For the SDBP, the accumulated benefit obligation at both December 31, 2021 and 2020 was less than $0.1 million. The amounts included in other comprehensive loss relating to the pension loss adjustment in both 2021 and 2020 were less than $0.1 million. The discount rate used in 2021 was 0.35%, which is reflective of a series of corporate bonds whose cash flows approximates the payments to participants under the SDBP for the remainder of the plan. The plan is deemed unfunded as the Company has not specifically identified Company assets to be used to discharge the deferred compensation benefit liabilities. Anticipated benefit payments for the ESBP, NDBP, BDBP, FDBP, and SDBP expected to be paid in future years are as follows: (amounts in thousands) 2022 $ 929 2023 850 2024 942 2025 1,487 2026 998 2027 - 2031 5,021 Total $ 10,227 For the ESBP, NDBP, BDBP, FDBP, and SDBP, 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, 2021 are $1.1 million, $6.7 million, $1.5 million, $(0.1) million, and less than $0.1 million, respectively, for unrecognized actuarial losses (gains). The amounts included in accumulated other comprehensive loss, net of tax, that had not yet been recognized as components of net periodic benefit cost as of December 31, 2020 were $1.1 million, $9.3 million, $1.3 million, $0.1 million and less than $0.1 million, respectively, also for unrecognized actuarial losses. The amounts recognized in other comprehensive loss, net of tax, for 2021, 2020, and 2019 related to year-over-year changes in the discount rate, totaled $(2.5) million, $2.3 million, and $2.8 million, respectively. Net periodic pension cost and the amounts recognized in other comprehensive loss, net of tax, for the ESBP, NDBP, BDBP, FDBP and SDBP for 2021, 2020, and 2019 totaled $(2.0) million, $2.7 million, and $3.3 million, respectively. The amounts in accumulated other comprehensive loss expected to be recognized as components of net periodic benefit cost during 2022 for the ESBP, NDBP, BDBP, FDBP, and SDBP for unrecognized actuarial gains and losses total $0.5 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 no contributions to the plan in 2021, 2020, or 2019, and the Company does not anticipate making contributions in 2022. The investments in the plan are included in the total assets of the Company. 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. An executive purchased 20,958 stock units from the Company using their available investment balance during 2021. There were no stock unit purchases during 2020 or 2019. The Company maintains the Non-Employee Director Deferred Compensation Plan for its non-employee directors. No cash contributions were made to the plan for the directors during 2021, 2020, or 2019. During 2021, the Directors were granted shares out of the Company’s 2020 Equity Award Plan which were deposited into this plan. For 2020 and 2019, the directors were granted shares out of the Company’s 2010 Equity Award Plan. 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. During 2021, two directors retired from the Company’s Board of Directors, which resulted in 416,265 shares being released from this plan. |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2021 | |
Postemployment Benefits [Abstract] | |
Employee Benefits | 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. There were discretionary Company contributions of $0.5 million in 2021 but no contributions for 2020 and 2019. Other Retirement Plans The Company maintains various other defined contribution retirement plans covering European employees. Company contributions charged to operations were $0.4 million in 2021, $0.3 million in 2020, and $0.4 million in 2019. 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 clients where the employees that elect this coverage are engaged. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders Equity Note [Abstract] | |
Shareholders' Equity | 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, 2021, approximately 156,000 shares remain unissued under the ESPP. During 2021, 2020, and 2019, approximately 19,000, 29,000, and 32,000 shares, respectively, were purchased under the ESPP at an average price of $8.74, $4.90, and $4.57 per share, respectively. Preferred Stock At December 31, 2021 and 2020, the Company had 2.5 million shares of par value $0.01 preferred stock authorized for issuance, but none outstanding. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity-Based Compensation | 10. Equity-Based Compensation The Company issues stock options and restricted stock in exchange for services of key employees and 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 operations 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 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 2021, 2020, and 2019 are as follows: 2021 2020 2019 (amounts in thousands) Equity-based compensation expense $ 2,640 $ 2,483 $ 1,748 Tax benefit (654 ) — — Net equity-based compensation expense $ 1,986 $ 2,483 $ 1,748 On September 17, 2020, the shareholders approved the Company’s 2020 Equity Award Plan (2020 Plan). Under the provisions of the 2020 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 1,950,000 shares may be granted or awarded under the 2020 plan, of which 1,581,616 were available for grant as of December 31, 2021. 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. There are no shares or options available for grant under this plan as of December 31, 2021. 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 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 no shares or options available for grant under this plan as of December 31, 2021. Under the Company’s 1991 Restricted Stock Plan, a total of 800,000 shares of restricted stock may be granted to certain key employees, 20,116 of which are available for grant as of December 31, 2021. The Company granted 105,906 stock options during 2021 from the 2020 Equity Award Plan. The options vest ratably over three years, and are being expensed over that period. There were no other stock options granted during 2021. The Company granted 173,010 stock options during 2020 and 26,500 stock options during 2019 from the 2010 Equity Award Plan. The options vest ratably over three years, and are being expensed over that period. 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, 2021, 2020, and 2019: 2021 2020 2019 Expected life (years) 5.1 3.7 3.7 Dividend yield — % — % — % Risk-free interest rate 0.8 % 2.2 % 2.2 % Expected volatility 41.9 % 36.1 % 36.1 % 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 2021, 2020, and 2019. 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 not pay a dividend in 2021, 2020, or 2019, and does not anticipate paying a dividend in the future. During 2021, 2020, and 2019, the Company issued restricted stock to certain key employees. The stock vests over a period of three or four years, with 33% or 25% of the stock issued vesting one year from the date of grant, and another 33% or 25% 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 2021, the Company granted 79,917 shares with a performance condition to senior management from the 2020 Equity Award Plan. The closing price of the Company’s stock on that day was $9.17 per share. Under these grant agreements, the Company’s cumulative three-year During 2020, the Company granted 115,410 shares with a performance condition to senior management from the 2010 Equity Award Plan. The closing price of the Company’s stock on that day was $5.88 per share. Under these grant agreements, the Company’s cumulative three-year 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 grant date fair value of approximately $ 0.7 million and the Company is expensing these grants over the derived service period. Of the 115,410 performance shares granted during 2020 , no shares were canc elled during 2021 , and 115,410 shares were out standing as of December 31, 2021 . During 2019, the Company granted 217,542 shares with a performance condition to senior management from the 2010 Equity Award Plan. The closing price of the Company’s stock on that day was $4.93 per share. Under these grant agreements, the Company’s cumulative three-year As of December 31, 2021, total remaining stock-based compensation expense for non-vested equity-based compensation was approximately $3.1 million, which is expected to be recognized on a weighted-average basis over the next 27 months. Historically, the Company has issued shares out of treasury stock to fulfill the share requirements from stock option exercises and restricted stock grants. A summary of stock option activity under the 2020 Plan, 2010 Plan, and Equity Plan is as follows: 2020 Plan Options Weighted- Average Exercise Price 2010 Plan Options Weighted- Average Exercise Price Equity Plan Options Weighted- Average Exercise Price 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 Granted — $ — 173,010 $ 5.88 — $ — Exercised — $ — (45,096 ) $ 4.95 — $ — Canceled or forfeited — $ — — $ — (50,125 ) $ 7.18 Expired — $ — — $ — — $ — Outstanding at December 31, 2020 — $ — 859,148 $ 11.73 245,300 $ 5.62 Granted 105,906 $ 9.17 — $ — — $ — Exercised — $ — (45,096 ) $ 4.95 (65,300 ) $ 5.61 Canceled or forfeited — $ — (27,500 ) $ 12.16 — $ — Expired — $ — — $ — — $ — Outstanding at December 31, 2021 105,906 $ 9.17 786,552 $ 12.10 180,000 $ 5.63 Options Exercisable at December 31, 2021 — $ — 662,381 $ 13.29 180,000 $ 5.63 Under the 2010 Plan, there were 45,096 shares exercised in each of 2021, 2020, and 2019. Under the Equity Plan there were 65,300 shares exercised in 2021, no shares exercised in 2020, and 80,000 shares exercised in 2019. For 2021, 2020, and 2019, the intrinsic value of the options exercised under the Equity Plan was $0.3 million, less than $0.1 million, and $0.1 million, respectively, and under the 2010 Plan was $0.1 million for 2021, $0.0 million for 2020, and less than $0.1 million in 2019. A summary of restricted stock activity under the 2020 Plan, 2010 Plan, the Equity Plan and the 1991 Restricted Stock Plan is as follows: 2020 Plan Restricted Stock 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, 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 Granted — $ — 599,928 $ 5.02 — $ — — $ — Released — $ — (131,949 ) $ 5.02 — $ — (11,470 ) $ 5.75 Canceled or forfeited — $ — (129,878 ) $ 5.41 — $ — (1,925 ) $ 5.75 Outstanding at Dec. 31, 2020 — $ — 1,484,985 $ 5.35 40,000 $ 4.97 10,980 $ 5.75 Granted 267,036 $ 9.55 — $ — — $ — — $ — Released (11,912 ) $ 9.44 (408,232 ) $ 5.13 (40,000 ) $ 4.97 (10,730 ) $ 5.75 Canceled or forfeited (4,558 ) $ 10.11 (147,008 ) $ 7.68 — $ — (250 ) $ 5.75 Outstanding at Dec. 31, 2021 250,566 $ 9.54 929,745 $ 5.07 — $ — — $ — Options Outstanding at December 31, 2021 A summary of stock options outstanding Range of Exercise Prices: Number of Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value 2020 Plan $9.17 - $9.17 105,906 $ 9.17 9.2 $ 84,725 105,906 $ 9.17 9.2 $ 84,725 2010 Plan $4.20 - $7.48 328,581 $ 5.89 6.6 $ 1,339,073 $13.58 - $13.75 204,875 $ 13.59 4.8 — $15.04 - $16.93 105,096 $ 15.83 1.5 — $20.68 - $21.41 148,000 $ 21.17 4.7 — 786,552 $ 12.10 5.1 $ 1,339,073 Equity Plan $4.52 - $4.78 80,000 $ 4.65 1.4 $ 425,600 $5.25 - $7.18 100,000 $ 6.41 2.6 356,200 180,000 $ 5.63 2.0 $ 781,800 Options Exercisable at December 31, 2021 A summary of stock options that are exercisable Range of Exercise Prices: Number of Options Exercisable Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value 2010 Plan $4.20 - $7.48 204,410 $ 5.98 5.7 $ 816,374 $13.58 - $13.75 204,875 $ 13.59 4.8 — $15.04 - $16.93 105,096 $ 15.83 1.5 — $20.68 - $21.41 148,000 $ 21.17 4.7 — 662,381 $ 13.29 4.5 $ 816,374 Equity Plan $4.52 - $4.78 80,000 $ 4.65 1.4 $ 425,600 $5.25 - $7.18 100,000 $ 6.41 2.6 356,200 180,000 $ 5.63 2.0 $ 781,800 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, 2021 of $9.97 per share. |
Significant Clients
Significant Clients | 12 Months Ended |
Dec. 31, 2021 | |
Risks And Uncertainties [Abstract] | |
Significant Clients | 11. Significant Clients In 2021, International Business Machines Corporation (IBM) was the Company’s largest client. The National Technical Services Agreement with IBM expires on October 27, 2023. No other client accounted for more than 10% of revenue in 2021, 2020, and 2019. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | 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, 2021 and 2020, 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, 2021 and 2020. 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. |
Segments and Enterprise-Wide Di
Segments and Enterprise-Wide Disclosures | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segments and Enterprise-Wide Disclosures | 13. Segments and Enterprise-Wide Disclosures Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker, or decision making group, in deciding how to allocate resources to an individual segment and in assessing performance. The Company provides information technology and related services to its clients. These services include digital IT Solutions and services, and Staffing Services. With digital IT Solutions and Services, the Company generally takes responsibility for the deliverables and some level of project and staff management, and these services may include high-end advisory or business-related consulting. When providing Staffing Services, including managed staffing, staff augmentation, and volume staffing, personnel are provided to clients based upon their requirements for specific skills, who then, in turn, take their direction from clients’ managers. The Company’s strategy throughout its operations is to expand the amount of IT Solutions and Services it provides to its clients as compared with Staffing Services, and to focus on delivering digital solutions. IT Solutions and Services provide significant value to our clients, and drive higher bill rates and margins for the Company. Our existing solutions include business, technology, and operations solutions that aid our clients in digitally transforming their company, and ultimately meet the needs of their clients. The digital services the Company delivers includes the Internet of Things, Intelligent Automation, Data and Analytics, Cloud and Automated Testing. In prior years, and in 2021 prior to the fourth quarter, the Company reported its results in one segment. This included operating segments for each of North America and Europe. The services the Company provided, regardless of geography or industry, were similar in nature and produced similar results. Additionally, the CEO, who is the Company’s chief operating decision maker, made decisions on investments and allocated resources at the North America or Europe level. Accordingly, given the consistency in the services provided and the results, the Company aggregated those results into one reporting segment. During the 2021 fourth quarter, the Company further refined its strategy to focus on providing digital services within its IT Solutions business in both North America and in Europe. As part of this process, the Company also determined that there are certain lower margin staffing accounts within its business that are no longer part of the Company’s long-term business plan. The focus includes investing in business development, solutions, delivery, and marketing for IT Solutions, and critically evaluating each significant staffing engagement as it comes up for renewal to determine if the Company would continue to provide those services to its client. These decisions are based on, among other factors, critically evaluating the work performed, the availability of the resources, the client, the long-term opportunities for the services provided at the client, and the revenue and profit associated with the engagement. Accordingly, the Company will now report its operations in three segments within its business: North America IT Solutions and Services, Europe IT Solutions and Services, and Non-Strategic Technology Services. The segments are composed of the following: IT Solutions and Services in North America and Europe IT Solutions and Services include business, technology, and operations solutions that aid our clients in digitally transforming their company, and ultimately meet the needs of their clients. The digital services the Company delivers includes the Internet of Things, Intelligent Automation, Data and Analytics, Cloud and Automated Testing. Non-Strategic Technology Services The Company’s Non-Strategic Technology Services address a range of information and technology resource needs, from filling specific talent gaps to managing high-volume staffing programs. The Company recruits, retains, and manages IT talent for its clients, which are primarily large technology service providers and other companies with multiple locations and a significant need for high-volume professional IT resources. This segment consists of the lowest margin services the Company provides to its clients. This segment consists primarily of staffing services in North America, and a minor amount (less than 5% of revenue in this segment) of such services in Europe. The Company makes decisions related to resource allocation based upon the contribution income of each of its segments. Contribution profit reflects gross profit less any operating expenses directly related to each respective segment. Those operating expenses primarily include sales, solutions, delivery, and recruiting expenses. General and administrative expenses are not allocated to the individual segments and primarily include corporate support costs such as finance and accounting, internal IT, human resources, benefits and marketing. The operating results for the Company’s segments for 2021, 2020, and 2019 were as follows: 2021 North America IT Europe IT Non-Strategic (amounts in thousands) Solutions & Services Solutions & Services Technology Services Total Revenue $ 101,506 $ 169,341 $ 121,438 $ 392,285 Direct costs 68,885 129,030 107,920 305,835 Gross profit 32,621 40,311 13,518 86,450 Operating expenses 13,883 21,345 4,904 40,132 Contribution profit $ 18,738 $ 18,966 $ 8,614 46,318 General and administrative expenses 33,576 Operating income $ 12,742 2020 North America IT Europe IT Non-Strategic (amounts in thousands) Solutions & Services Solutions & Services Technology Services Total Revenue $ 67,948 $ 154,847 $ 143,296 $ 366,091 Direct costs 43,953 117,029 128,151 289,133 Gross profit 23,995 37,818 15,145 76,958 Operating expenses 9,368 20,366 6,992 36,726 Contribution profit $ 14,627 $ 17,452 $ 8,153 40,232 General and administrative expenses 31,102 Operating income $ 9,130 2019 North America IT Europe IT Non-Strategic (amounts in thousands) Solutions & Services Solutions & Services Technology Services Total Revenue $ 74,123 $ 148,108 $ 171,939 $ 394,170 Direct costs 50,457 114,839 153,839 319,135 Gross profit 23,666 33,269 18,100 75,035 Operating expenses 8,998 19,825 10,519 39,342 Contribution profit $ 14,668 $ 13,444 $ 7,581 35,693 General and administrative expenses 28,781 Operating income $ 6,912 Depreciation allocated to Europe IT Solutions and Services totaled $0.3 million in the year ended December 31, 2021 and $0.2 million in each of the years ended December 31, 2020 and 2019. Depreciation allocated to North America IT Solutions and Services totaled $0.8 million, $0.7 million, and $0.6 million in the years ended December 31, 2021, 2020 and 2019, respectively. Depreciation allocated to Non-Strategic Technology Services was less than $0.1 million in each of the years ended December 31, 2021, 2020 and 2019. The Company has not provided any other expense or asset information for each of its segments as the Company’s CEO, who is the chief operating decision maker, does not use this information in any way to make resource decisions or to manage the segments. The Company does not prepare balance sheet or statement of cash flow information for its segments. The Company’s goodwill at December 31, 2021, totaled $19.7 million, including $18.3 million in the Europe IT Solutions and Services segment, and $1.4 million in the North America IT Solutions and Services segment. At December 31, 2020, the Company’s goodwill balance totaled $21.3 million and was wholly included in the Company’s Europe IT Solutions and Services segment. CTG’s reportable information is based on geographical areas. The accounting policies of the individual geographical areas are the same as those described in Note 1, “Summary of Significant Accounting Policies.” Financial Information About Geographic Areas 2021 2020 2019 (amounts in thousands) Revenue from External Customers: United States $ 215,637 $ 203,495 $ 241,038 Luxembourg (3) 72,699 66,411 64,852 Belgium (1) 68,109 59,851 52,468 Other countries 35,840 36,334 35,812 Total foreign revenue 176,648 162,596 153,132 Total revenue $ 392,285 $ 366,091 $ 394,170 Long-lived Assets*: United States $ 2,081 $ 1,710 $ 3,534 France (2) 5,663 6,841 5,124 Luxembourg (3) 3,125 3,879 3,965 Other countries 1,653 2,182 2,195 Total long-lived assets* $ 12,522 $ 14,612 $ 14,818 Deferred Tax Assets, Net of Valuation Allowance: United States $ 4,612 $ — $ 78 Europe 334 393 375 Total deferred tax assets, net $ 4,946 $ 393 $ 453 *Long-lived Assets exclude goodwill (1) Revenue for our Belgium 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 operations have been disclosed separately as they exceed 10% of consolidated long-lived assets in at least one of the years presented. (3) Revenue and long-lived assets for our Luxembourg operations have been disclosed separately as they exceed 10% of the consolidated balances in at least one of the years presented. |
Schedule II-Valuation and Quali
Schedule II-Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2021 | |
Valuation And Qualifying Accounts [Abstract] | |
Schedule II-Valuation and Qualifying Accounts | Balance at January 1 Additions Deductions Balance at December 31 2021 Accounts deducted from accounts receivable - Allowance for doubtful accounts $ 561 447 A (427 ) A $ 581 Accounts deducted from deferred tax assets - Deferred tax asset valuation allowance $ 7,664 207 B (5,743 ) B $ 2,128 2020 Accounts deducted from accounts receivable - Allowance for doubtful accounts $ 84 595 A (118 ) A $ 561 Accounts deducted from deferred tax assets - Deferred tax asset valuation allowance $ 5,695 2,389 B (420 ) B $ 7,664 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 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 U.S. deferred tax assets, reversal of the valuation allowance against the U.S., U.K. and India deferred tax assets, changes in foreign currency exchange rates, and deductions for expiring net operating loss carryforwards |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | 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 in North and South 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, 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, the annual impairment assessment, 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, Colombia, 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. |
Concentration Risk, Credit Risk | The Company provides information and technology-related services to its clients. These services include information and 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 a majority of its services in five vertical market focus areas: technology service providers, healthcare (which includes services provided to healthcare providers, health insurers (payers), and life sciences companies), financial services, manufacturing, 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, 2021, 2020, and 2019 is as follows: 2021 2020 2019 Technology service providers 26.7 % 31.3 % 32.2 % Healthcare 21.6 % 14.9 % 16.6 % Financial services 16.2 % 15.8 % 13.8 % Manufacturing 11.7 % 13.5 % 16.8 % Energy 5.1 % 6.2 % 5.2 % General markets 18.7 % 18.3 % 15.4 % Total 100.0 % 100.0 % 100.0 % |
Change In Presentation | Change in Presentation During the fourth quarter of 2021, the Company further refined its strategy to focus on providing digital services within its IT Solutions business in both North America and Europe and determined that there are certain lower margin staffing accounts within its business that are no longer part of the Company’s long-term business plan. Accordingly, the Company changed its operating and reporting segments from one segment to three segments: North America IT Solutions and Services, Europe IT Solutions and Services, and Non-Strategic Technology Services. Refer to footnote 13, “Segments and Enterprise-Wide Disclosures” for further discussion on the impact of this change. Certain reclassifications were made to prior period amounts in order to conform to the current year presentation. These reclassifications had no impact on the reported consolidated prior period financial results. |
Revenue and Cost Recognition | Revenue and Cost Recognition The Company recognizes revenue when control of the promised good or service is 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 over 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 with the total estimate 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 that 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 experience on similar projects, and includes management judgments and estimates that 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, 2021, 2020, and 2019 is as follows: 2021 2020 2019 Time-and-material 79.8 % 81.0 % 79.6 % Progress billing 17.8 % 15.9 % 10.2 % Percentage-of-completion 2.4 % 3.1 % 10.2 % Total 100.0 % 100.0 % 100.0 % The Company recorded revenue by geography for 2021 compared to 2020 and 2020 compared to 2019 as follows: Year Ended December 31, % of total 2021 % of total 2020 Year-Over- Year (dollars in thousands) North America 55.7 % $ 218,344 55.8 % $ 204,264 6.9 % Europe 44.3 % 173,941 44.2 % 161,827 7.5 % Total 100.0 % $ 392,285 100.0 % $ 366,091 7.2 % Year Ended December 31, % of total 2020 % of total 2019 Year-Over- Year (dollars in thousands) North America 55.8 % $ 204,264 61.5 % $ 242,218 (15.7 )% Europe 44.2 % 161,827 38.5 % 151,952 6.5 % Total 100.0 % $ 366,091 100.0 % $ 394,170 (7.1 )% The Company includes billable expenses in its accounts as both revenue and direct costs. These billable expenses totaled $1.1 million, $1.9 million, and $2.6 million in 2021, 2020, and 2019, respectively. |
Significant Judgments | 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 | 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. Advance 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. |
Transaction Price Allocated to Remaining Performance Obligations | Transaction Price Allocated to Remaining Performance Obligations As of December 31, 2021, the aggregate transaction price allocated to unsatisfied or partially unsatisfied performance obligations for fixed-price and all progress billing contracts was approximately $12.6 million and $55.9 million, respectively. Approximately $39.9 million of the transaction price allocated to unsatisfied or partially unsatisfied performance obligations is expected to be earned in 2022. Approximately $28.6 million of the transaction price allocated to unsatisfied or partially unsatisfied performance obligations is expected to be earned in 2023 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 | Taxes Collected from Clients In instances where the Company collects taxes from its clients for remittance to governmental authorities, primarily in its international locations, taxes are recorded in the Company's accounts on a net basis. |
Fair Value | 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, 2021 and 2020, the carrying amounts of the Company’s cash of $35.6 million and $32.9 million, respectively, approximated fair value. As described in Note 3 of the consolidated financial statements, the Company acquired 100% 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 expected direct profit forecasts, 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. In the 2020 fourth quarter, the Company paid approximately $0.3 million relating to the earn-out based on the achievement by Tech-IT of the direct profit targets for fiscal year 2019. The fair value of the remaining contingent consideration liability was determined to be zero as of December 31, 2021 as the direct profit target threshold was not met by Tech-IT for the fiscal year 2020. In addition, t he 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 StarDust of consolidated direct profit targets for fiscal 2020 and 2021 . 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 consolidated direct profit forecasts, discount rate, and other market variables to assess the probability of StarDust achieving the revenue and EBIT targets. The fair value as of the March 3, 2020 acquisition date was determined to be $ 0.1 million. The Company paid $ 0.3 million during 2021 relating to the earn-out based on the achievement by StarDust of consolidated direct profit targets for the fiscal year 2020. As of December 31, 2021, t he fair value of the remaining contingent consideration l iability was determined to be zero as the consolidated direct profit target thresholds were not met by StarDust for the fiscal year 2021. As of December 31, 2021, goodwill recorded on the Company's consolidated balance sheet totaled $19.7 million, which relates to the acquisitions completed by the Company in 2018, 2019, and 2020. The acquisition of Soft Company in 2018 and StarDust in 2020 are in the France reporting unit, while the 2019 acquisition of Tech-IT is in the Luxembourg reporting unit. During 2021, $1.4 million of goodwill was allocated to the North America IT Solutions and Services segment, while the balance of $18.3 million remains in the Europe IT Solutions and Services segment. In connection with our annual goodwill impairment test, we make various assumptions to determine the estimated fair value of the reporting units to which the goodwill relates. We perform the annual impairment review in the fourth quarter of each year. The goodwill impairment test is performed at least annually, unless indicators of an impairment exist in interim periods. The Company compared the estimated fair value of a reporting unit with goodwill to its carrying value. If the carrying amount of a reporting unit’s goodwill exceeds the implied fair value of its goodwill, an impairment loss is recognized in an amount equal to the excess. As of October 2021 fiscal month-end, we performed our annual goodwill impairment test in conjunction with an external consultant and estimated the fair value of our reporting units based on a combination of the income (estimates of future discounted cash flows) and the market approach (market multiples for similar companies). The income approach uses a discounted cash flow (DCF) method that utilizes the present value of cash flows and other Level 3 inputs to estimate the fair value of the reporting unit. The future cash flows for the reporting units were projected based upon on our estimates of future revenue, a terminal growth rate, operating income and other factors such as working capital and capital expenditures. As part of our projections, we took into account expected industry and market conditions for the industries in which the reporting units operate, as well as trends currently impacting the reporting units. As part of our DCF analysis, we projected revenue and operating profits, and assumed long-term revenue growth rates in the “terminal year” for both of the reporting units. These projections are based upon our judgment and may change in the future based upon the inherent uncertainty in predicting future results. The market approach utilizes multiples of earnings before interest expense, taxes, depreciation and amortization (EBITDA) to estimate the fair value of the reporting unit. The market multiples used for our reporting units were based on competitor industry data, along with the market multiples for the Company and other factors. The carrying value as of October 2021 was approximately $15.3 million and $12.2 million for the France and Luxembourg reporting units, respectively. The Company is also allowed to elect an irrevocable option to measure, on a contract-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, 2021 and 2020. |
Life Insurance Policies | 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 16 individuals, whose average age is 78 years old. These policies have generated cash surrender value and the Company has taken loans against the policies. At December 31, 2021, the insurance policies that have been borrowed against have a gross cash surrender value of $28.3 million, outstanding loans and interest totaling $25.2 million, and a net cash surrender value of $3.1 million. At December 31, 2020, these insurance policies had a gross cash surrender value of $27.1 million, outstanding loans and interest totaling $24.4 million, and a net cash surrender value of $2.7 million. At December 31, 2021 and 2020, the total death benefit for the remaining policies was approximately $36.0 million and $35.0 million, respectively. Currently, upon the death of all of the plan participants, the Company would expect to receive approximately $10.4 million, and under current tax regulations, record a non-taxable gain of approximately $7.4 million. During both, the 2020 second and third quarters, a participant in the plan passed away. Upon their deaths, the Company recorded a non-taxable life insurance gain totaling approximately $1.0 million, which it has recorded on its consolidated statements of operations. |
Cash and Cash Equivalents, and Cash Overdrafts | 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. As of December 31, 2021, the Company has multiple accounts that carry balances in excess of this insurable limit. The Company’s cash in its foreign bank accounts is not insured. |
Accounts Receivable Factoring | Accounts Receivable Factoring As part of our working capital management, the Company entered into a factoring agreement during the 2020 first quarter to sell certain trade accounts receivables on a non-recourse basis to a third-party financial institution. We account for these transactions as sales of receivables and present cash proceeds as cash provided by operating activities in the consolidated statements of cash flows. Total trade accounts receivable sold under the factoring agreement was approximately $35.8 million in 2021 and $64.0 million in 2020. Factoring fees for the sale of receivables were recorded in direct costs and were $0.1 million for each of the years ended December 31, 2021 and 2020. |
Property, Equipment and Capitalized Software Costs | 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 ten 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 $2.0 million in 2021, and $1.9 million in both 2020 and 2019. As of December 31, 2021 and 2020, the Company had capitalized costs relating to software projects developed for internal use. Amortization periods for these projects range from three to five years, and begins when the software, or enhancements thereto, is available for its intended use. Amortization periods are evaluated annually for propriety. |
Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of | 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. During the 2020 fourth quarter, the Company recorded an adjustment of $0.8 million to reduce capital software for an asset that was being developed in the United Kingdom. The Company does not have any long-lived assets that are impaired as of December 31, 2021. During the 2020 second quarter, the Company sold its corporate headquarters located in Buffalo, NY. As the sale price of the building was $2.5 million, and the book value of the building was approximately $1.6 million, the Company recorded a profit on the sale after related fees of approximately $0.8 million in the 2020 second quarter. |
Leases | Leases The Company is obligated under a number of short and long-term operating leases for 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 the January 1, 2019 adoption date. |
Segments | Segments The Company provides information technology and related services to its clients. These services include digital IT Solutions and services, and Staffing Services. With digital IT Solutions and Services, the Company generally takes responsibility for the deliverables and some level of project and staff management, and these services may include high-end advisory or business-related consulting. When providing Staffing Services, including managed staffing, staff augmentation, and volume staffing, personnel are provided to clients based upon their requirements for specific skills, who then, in turn, take their direction from clients’ managers. In prior years, and in 2021 prior to the fourth quarter, the Company reported its results in one segment. This included operating segments for each of North America and Europe. The services the Company provided, regardless of geography or industry, were similar in nature and produced similar results. Additionally, the CEO, who is the Company’s chief operating decision maker, made decisions on investments and allocated resources at the North America or Europe level. Accordingly, given the consistency of the services provided and the results, the Company aggregated those results into one reporting segment. During the 2021 fourth quarter, the Company further refined its strategy to focus on providing digital services within its IT Solutions business in both North America and in Europe. As part of this process, the Company also determined that there are certain lower margin staffing accounts within its business that are no longer part of the Company’s long-term business plan. The focus includes investing in business development, solutions, delivery, and marketing for IT Solutions, and critically evaluating each significant staffing engagement as it comes up for renewal to determine if the Company would continue to provide those services to its client. These decisions are based on, among other factors, critically evaluating the work performed, the availability of the resources, the client, the long-term opportunities for the services provided at the client, and the revenue and profit associated with the engagement. As a part of this refinement of the strategy in the 2021 fourth quarter, the Company is now operating and reporting in three segments within its business: North America IT Solutions and Services, Europe IT Solutions and Services, and Non-Strategic Technology Services. |
Goodwill | Goodwill The goodwill recorded on the Company's consolidated balance sheet at December 31, 2021 relates to the acquisition of Soft Company in the 2018 first quarter, Tech-IT in the 2019 first quarter, and StarDust in the 2020 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. If impairment indicators are present and the estimated future undiscounted cash flows are less than the carrying value of the long-lived assets, the carrying value would be reduced to the estimated fair value. There were no impairments recorded in the Company’s consolidated financial statements during 2021, 2020, or 2019. The changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2020 are as follows: (amounts in thousands) Balance at December 31, 2019 $ 16,681 Acquired goodwill 2,757 Foreign currency translation 1,837 Balance at December 31, 2020 $ 21,275 Acquired goodwill — Foreign currency translation (1,599 ) Balance at December 31, 2021 $ 19,676 The Company’s goodwill at December 31, 2021 totaled $19.7 million, including $18.3 million in the Europe IT Solutions and Services segment, and $1.4 million in the North America IT Solutions and Services segment. At December 31, 2020 and 2019, the Company’s goodwill balance totaled $21.3 million and $16.7 million, respectively, and was wholly included in the Company’s Europe IT Solutions and Services segment. |
Acquired Intangibles Assets | Acquired Intangibles Assets Acquired intangible assets at December 31, 2021 consist of the following: (amounts in thousands) Estimated Economic Life Gross Carrying Amount Accumulated Amortization Foreign Currency Translation Net Carrying Amount Trademarks 2 years $ 1,532 $ (1,454 ) $ (70 ) $ 8 Technology 10 years 591 (110 ) 10 491 Customer relationships 7-13 years 10,496 (3,121 ) (594 ) 6,781 Total $ 12,619 $ (4,685 ) $ (654 ) $ 7,280 Acquired intangible assets at December 31, 2020 consisted of the following: (amounts in thousands) Estimated Economic Life Gross Carrying Amount Accumulated Amortization Foreign Currency Translation Net Carrying Amount Trademarks 2 years $ 1,532 $ (1,456 ) $ 50 $ 126 Technology 10 years 591 (54 ) 59 596 Customer relationships 7-13 years 10,496 (2,331 ) 210 8,375 Total $ 12,619 $ (3,841 ) $ 319 $ 9,097 Amortization expense for our acquired intangibles was $1.2 million in 2021, and $1.4 million in both 2020 and 2019. Estimated amortization expense for the next five fiscal years, and thereafter, is as follows (amounts in thousands): Year Annual Amortization 2022 $ 1,033 2023 1,025 2024 1,025 2025 1,025 2026 1,025 Thereafter 2,147 Total $ 7,280 |
Income Taxes | Income Taxes 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 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 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. The Company generated U.S. book and tax income during 2019, 2020, and 2021 resulting in a cumulative income position for the three years ended December 31, 2021. The Company believes its financial outlook remains positive and the uncertainty around the COVID-19 pandemic has decreased. Because of the positive U.S. financial results and outlook, management has concluded that it is more likely than not that, the Company will be able to fully realize its U.S. deferred tax assets and has reversed the valuation allowance totaling $5.2 million at December 31, 2021. The analysis that the Company prepared to determine the valuation allowance required significant judgment and assumptions regarding future market conditions as well as forecasts for profits, taxable income, and taxable income by jurisdiction. Due to the sensitivity of the analysis, changes to the assumptions in subsequent periods could have a material effect on the valuation allowance. Additionally, management has determined that a valuation allowance is required against its Netherlands and India deferred taxes. The total valuation allowance recorded against these deferred tax assets is $2.1 million, a net decrease of $5.5 million during the year, of which $5.1 million was recorded as income tax benefit 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 | 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 2021, 2020, and 2019 consolidated statements of operations on a straight-line basis based upon awards that are ultimately expected to vest. See Note 10, “Equity-Based Compensation.” |
Net Income Per Share | Net Income Per Share Basic and diluted earnings per share (EPS) for the years ended December 31, 2021, 2020, and 2019 are as follows: For the year ended Net Income Weighted Average Shares Earnings per Share (amounts in thousands, except per-share data) December 31, 2021 Basic EPS $ 13,730 13,926 $ 0.99 Dilutive effect of outstanding equity instruments — 1,045 (0.07 ) Diluted EPS $ 13,730 14,971 $ 0.92 December 31, 2020 Basic EPS $ 7,639 13,621 $ 0.56 Dilutive effect of outstanding equity instruments — 806 (0.03 ) Diluted EPS $ 7,639 14,427 $ 0.53 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 Weighted-average shares represent the average number of issued shares less treasury shares, and for the basic EPS calculations, unvested restricted stock. Certain options representing 0.6 million at both December 31, 2021 and 2020, and 0.7 million shares of common stock were outstanding at December 31, 2019, but were not included in the computation of diluted earnings per share as their effect on the computation would have been anti-dilutive. |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The components that comprised accumulated other comprehensive loss on the consolidated balance sheets at December 31, 2021 and 2020 are as follows: (amounts in thousands) 2021 2020 Foreign currency translation adjustment $ (7,697 ) $ (3,645 ) Pension loss, net of tax of $819 in 2021 and $455 in 2020 (9,243 ) (11,722 ) Accumulated other comprehensive loss $ (16,940 ) $ (15,367 ) During 2021, 2020, and 2019, actuarial losses were amortized to expense as follows: (amounts in thousands) 2021 2020 2019 Amortization of actuarial losses $ 489 $ 298 $ 185 Income tax (39 ) (1 ) — Net of tax $ 450 $ 297 $ 185 The amortization of actuarial losses is included in determining net periodic pension cost. See Note 7, "Deferred Compensation Benefits" for additional information. |
Foreign Currency | 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 amount of expense in 2021, 2020, and 2019 from foreign currency transactions for balances settled during the year or intended to be settled as of each respective year-end. |
Guarantees | 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 $3.1 million |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform - Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which provides optional expedients and exceptions for accounting contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships and other transactions that reference the London Interbank Offering Rate (“LIBOR”) or another reference rate expected to be discontinued due to the reference rate reform. It is effective for all entities between March 12, 2020 and December 31, 2022. The Company does not expect a significant impact from the adoption of this standard as provisions have been made in our Credit and Security Agreement to use an alternate benchmark interest rate when the use of LIBOR is discontinued. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” Among other clarifications and simplifications related to income tax accounting, the new standard simplifies the accounting for income taxes by eliminating certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, hybrid taxes and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company adopted this new standard on January 1, 2021 on a prospective basis and the adoption did not have a material impact on the Company’s consolidated financial statements. |
Subsequent Event | Subsequent Event The Company has evaluated all subsequent events through the filing date of this Form 10-K with the SEC and there were no subsequent events which required recognition, adjustment to or disclosure in the consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Revenue by Vertical Market as Percentage of Total Revenue | CTG’s revenue by vertical market as a percentage of consolidated revenue for the three years ended December 31, 2021, 2020, and 2019 is as follows: 2021 2020 2019 Technology service providers 26.7 % 31.3 % 32.2 % Healthcare 21.6 % 14.9 % 16.6 % Financial services 16.2 % 15.8 % 13.8 % Manufacturing 11.7 % 13.5 % 16.8 % Energy 5.1 % 6.2 % 5.2 % General markets 18.7 % 18.3 % 15.4 % Total 100.0 % 100.0 % 100.0 % |
Revenue by Contract Type | 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, 2021, 2020, and 2019 is as follows: 2021 2020 2019 Time-and-material 79.8 % 81.0 % 79.6 % Progress billing 17.8 % 15.9 % 10.2 % Percentage-of-completion 2.4 % 3.1 % 10.2 % Total 100.0 % 100.0 % 100.0 % |
Schedule of Revenue by Geographic Location | The Company recorded revenue by geography for 2021 compared to 2020 and 2020 compared to 2019 as follows: Year Ended December 31, % of total 2021 % of total 2020 Year-Over- Year (dollars in thousands) North America 55.7 % $ 218,344 55.8 % $ 204,264 6.9 % Europe 44.3 % 173,941 44.2 % 161,827 7.5 % Total 100.0 % $ 392,285 100.0 % $ 366,091 7.2 % Year Ended December 31, % of total 2020 % of total 2019 Year-Over- Year (dollars in thousands) North America 55.8 % $ 204,264 61.5 % $ 242,218 (15.7 )% Europe 44.2 % 161,827 38.5 % 151,952 6.5 % Total 100.0 % $ 366,091 100.0 % $ 394,170 (7.1 )% |
Summary of Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2020 are as follows: (amounts in thousands) Balance at December 31, 2019 $ 16,681 Acquired goodwill 2,757 Foreign currency translation 1,837 Balance at December 31, 2020 $ 21,275 Acquired goodwill — Foreign currency translation (1,599 ) Balance at December 31, 2021 $ 19,676 |
Summary of Acquired Intangible Assets | Acquired intangible assets at December 31, 2021 consist of the following: (amounts in thousands) Estimated Economic Life Gross Carrying Amount Accumulated Amortization Foreign Currency Translation Net Carrying Amount Trademarks 2 years $ 1,532 $ (1,454 ) $ (70 ) $ 8 Technology 10 years 591 (110 ) 10 491 Customer relationships 7-13 years 10,496 (3,121 ) (594 ) 6,781 Total $ 12,619 $ (4,685 ) $ (654 ) $ 7,280 Acquired intangible assets at December 31, 2020 consisted of the following: (amounts in thousands) Estimated Economic Life Gross Carrying Amount Accumulated Amortization Foreign Currency Translation Net Carrying Amount Trademarks 2 years $ 1,532 $ (1,456 ) $ 50 $ 126 Technology 10 years 591 (54 ) 59 596 Customer relationships 7-13 years 10,496 (2,331 ) 210 8,375 Total $ 12,619 $ (3,841 ) $ 319 $ 9,097 |
Summary of Estimated Amortization Expense | Estimated amortization expense for the next five fiscal years, and thereafter, is as follows (amounts in thousands): Year Annual Amortization 2022 $ 1,033 2023 1,025 2024 1,025 2025 1,025 2026 1,025 Thereafter 2,147 Total $ 7,280 |
Basic and Diluted Earnings Per Share (EPS) | Basic and diluted earnings per share (EPS) for the years ended December 31, 2021, 2020, and 2019 are as follows: For the year ended Net Income Weighted Average Shares Earnings per Share (amounts in thousands, except per-share data) December 31, 2021 Basic EPS $ 13,730 13,926 $ 0.99 Dilutive effect of outstanding equity instruments — 1,045 (0.07 ) Diluted EPS $ 13,730 14,971 $ 0.92 December 31, 2020 Basic EPS $ 7,639 13,621 $ 0.56 Dilutive effect of outstanding equity instruments — 806 (0.03 ) Diluted EPS $ 7,639 14,427 $ 0.53 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 |
Schedule of Accumulated Other Comprehensive Loss | The components that comprised accumulated other comprehensive loss on the consolidated balance sheets at December 31, 2021 and 2020 are as follows: (amounts in thousands) 2021 2020 Foreign currency translation adjustment $ (7,697 ) $ (3,645 ) Pension loss, net of tax of $819 in 2021 and $455 in 2020 (9,243 ) (11,722 ) Accumulated other comprehensive loss $ (16,940 ) $ (15,367 ) |
Schedule of Net Benefit Costs | During 2021, 2020, and 2019, actuarial losses were amortized to expense as follows: (amounts in thousands) 2021 2020 2019 Amortization of actuarial losses $ 489 $ 298 $ 185 Income tax (39 ) (1 ) — Net of tax $ 450 $ 297 $ 185 |
Property, Equipment and Capit_2
Property, Equipment and Capitalized Software (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property, Equipment and Capitalized Software | Property, equipment and capitalized software at December 31, 2021 and 2020 are summarized as follows: December 31, Useful Life 2021 2020 (amounts in thousands) (years) Equipment 1-10 $ 6,796 $ 6,136 Furniture 5-10 1,875 1,490 Capitalized software 3-5 2,377 2,397 Other software 2-5 2,234 2,139 Leasehold improvements 1-15 2,346 2,381 $ 15,628 $ 14,543 Accumulated depreciation and amortization (10,386 ) (9,028 ) $ 5,242 $ 5,515 |
Summary of Capitalized Software's Costs | The Company capitalizes software projects developed for commercial use. The Company recorded capitalized software costs during 2021 and 2020 as follows: For the year ended December 31, (amounts in thousands) 2021 2020 Capitalized software, beginning balance $ 2,397 $ 2,147 Additions — 929 Impairment — (855 ) Foreign currency translation (20 ) 176 Capitalized software $ 2,377 $ 2,397 |
Schedule of Capitalized Software's Amortization Expense and Accumulated Amortization | Capitalized software amortization periods range from three to five years, and are evaluated periodically for propriety. Amortization expense and accumulated amortization for these projects at December 31, 2021 and 2020 are as follows: For the year ended December 31, (amounts in thousands) 2021 2020 Accumulated amortization, beginning balance $ 1,280 $ 866 Amortization expense 468 414 Accumulated amortization $ 1,748 $ 1,280 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stardust SAS (StarDust) [Member] | |
Business Acquisition [Line Items] | |
Summary of Acquisition Date Fair Value of Consideration | The acquisition date fair value of the consideration for the acquisition of StarDust consisted of the following as of March 3, 2020: (amounts in thousands) Cash consideration $ 6,122 Fair value of contingent consideration 111 Fair value of purchase consideration $ 6,233 |
Summary of Allocation of Aggregate Purchase Consideration to Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the aggregate purchase consideration to the fair value of the assets acquired and liabilities assumed as of March 3, 2020: (amounts in thousands) Assets Acquired: Cash $ 1,798 Accounts receivable 1,303 Prepaids & other 71 Property & equipment, net 327 Acquired intangibles 1,282 Goodwill 2,757 Total assets acquired $ 7,538 Liabilities Assumed: Accounts payable $ 285 Accrued compensation 307 Taxes payable 222 Other liabilities 163 Deferred income taxes 328 Total liabilities assumed 1,305 Net assets acquired $ 6,233 |
Summary of Intangible Assets Acquired | The excess consideration was recorded as goodwill, which is not deductible for income tax purposes. (amounts in thousands) Fair Value Estimated Economic Life Trademarks $ 100 2 years Technology 591 10 years Customer relationships 591 7 years Fair value of purchase consideration $ 1,282 |
Tech-IT PSF S.A. [Member] | |
Business Acquisition [Line Items] | |
Summary of Acquisition Date Fair Value of Consideration | 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 |
Summary of Allocation of Aggregate Purchase Consideration to Fair Values of Assets Acquired and Liabilities Assumed | 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 |
Summary of Intangible Assets Acquired | The intangible assets acquired in this acquisition consisted of the 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 |
Income Taxes - (Tables)
Income Taxes - (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The provision for income taxes for 2021, 2020, and 2019 consists of the following: 2021 2020 2019 (amounts in thousands) Domestic and foreign components of income before income taxes are as follows: Domestic $ 4,797 $ 2,497 $ 2,306 Foreign 6,940 8,164 3,983 Total income before income taxes $ 11,737 $ 10,661 $ 6,289 The provision (benefit) for income taxes consists of: Current tax: U.S. federal $ (219 ) $ 258 $ 62 Foreign 2,654 2,679 1,947 U.S. state and local 138 365 107 Total current tax 2,573 3,302 2,116 Deferred tax: U.S. federal (3,810 ) — — Foreign 60 (280 ) 48 U.S. state and local (816 ) — — Total deferred tax (4,566 ) (280 ) 48 Total tax $ (1,993 ) $ 3,022 $ 2,164 The effective and statutory income tax rate can be reconciled as follows: Tax at statutory rate $ 2,465 $ 2,239 $ 1,321 State tax, net of federal benefit 280 53 121 Non-taxable income (192 ) (393 ) (250 ) Non-deductible expenses 9 569 720 Change in estimate primarily related to foreign taxes 352 (227 ) 100 Change in valuation allowance related to U.S. federal taxes (5,229 ) 1,952 (629 ) Change in estimate primarily related to U.S. federal taxes — (1,141 ) — Tax credits (260 ) (679 ) (164 ) GILTI — 146 376 Foreign rate differential 504 488 531 Other, net 78 15 38 Total tax $ (1,993 ) $ 3,022 $ 2,164 Effective income tax rate (17.0 )% 28.3 % 34.4 % |
Schedule of Deferred Tax Assets and Liabilities | The Company’s deferred tax assets and liabilities at December 31, 2021 and 2020 consist of the following: December 31, 2021 2020 (amounts in thousands) Assets Deferred compensation $ 4,498 $ 5,475 Loss and credit carryforwards 1,454 522 Accruals deductible for tax purposes when paid 908 1,551 State taxes 639 836 Depreciation 42 52 Unrealized gain 74 12 Leases 5,691 5,686 Other 13 88 Gross deferred tax assets 13,319 14,222 Deferred tax asset valuation allowance (2,128 ) (7,664 ) Gross deferred tax assets less valuation allowance 11,191 6,558 Liabilities Amortization (1,847 ) (2,317 ) Depreciation (477 ) (312 ) Leases (5,691 ) (5,686 ) Deferred compensation (22 ) (24 ) Gross deferred tax liabilities (8,037 ) (8,339 ) Net deferred tax assets (liabilities) $ 3,154 $ (1,781 ) Net deferred tax assets and liabilities are recorded as follows: Net non-current assets $ 4,946 $ 393 Net non-current liabilities (1,792 ) (2,174 ) Net deferred tax assets (liabilities) $ 3,154 $ (1,781 ) |
Lease Commitments (Tables)
Lease Commitments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Summary of Maturities of Lease Liabilities for Operating Liabilities | Maturities for the Company’s lease liabilities for all operating leases as of December 31, 2021 are as follows: Year Total Operating Leases (amounts in thousands) 2022 $ 6,514 2023 4,978 2024 3,337 2025 2,257 2026 1,697 2027 & thereafter 4,563 Total undiscounted operating lease payments 23,346 Less: Interest (1,290 ) Total present value of operating lease liabilities $ 22,056 |
Summary of Weighted Average Remaining Lease Term, Discount Rate and Supplemental Cash Flow Information for All Operating Leases | The weighted average remaining lease term and discount rate for all operating leases as of December 31, 2021 are as follows: December 31, 2021 Weighted average remaining lease term (years) 5.98 Weighted average remaining discount rate 2.08 % Supplemental cash flow information related to the Company’s operating leases for 2021 is as follows: (amounts in thousands) December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash outflow from operating leases 7,611 Right-of-use assets obtained in exchange for new operating lease liabilities 6,522 |
Deferred Compensation Benefits
Deferred Compensation Benefits (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Schedule of Net Periodic Pension Cost | Net periodic pension cost for the years ended December 31, 2021, 2020, and 2019 for all of the plans is as follows: Net Periodic Pension Cost 2021 2020 2019 (amounts in thousands) Service cost $ 499 $ 428 $ 330 Interest cost 197 355 583 Expected return on assets (702 ) (657 ) (612 ) Amortization of actuarial loss 495 304 190 Net periodic pension cost $ 489 $ 430 $ 491 |
Schedule of Changes in Benefit Obligation | The change in benefit obligation and reconciliation of fair value of plan assets for the years ended December 31, 2021 and 2020 for the ESBP, NDBP, BDBP, FDBP, and SDBP plans are as follows: Changes in Benefit Obligation 2021 2020 (amounts in thousands) Benefit obligation at beginning of period $ 34,729 $ 30,629 Service cost 499 428 Interest cost 197 355 Benefits paid (1,036 ) (996 ) Acquisition — 22 Actuarial loss (1,341 ) 1,733 Effect of exchange rate changes (2,091 ) 2,558 Benefit obligation at end of period 30,957 34,729 Reconciliation of Fair Value of Plan Assets Fair value of plan assets at beginning of period 20,656 18,079 Actual return on plan assets 636 603 Employer contributions 1,199 1,188 Benefits paid (922 ) (968 ) Effect of exchange rate changes (1,591 ) 1,754 Fair value of plan assets at end of period 19,978 20,656 Accrued benefit cost $ 10,979 $ 14,073 Accrued benefit cost for the ESBP, NDBP, BDBP, FDBP, and SDBP is included in the consolidated balance sheet as follows: (amounts in thousands except percentages) ESBP NDBP BDBP FDBP SDBP As of December 31, 2021: Non-current assets $ — $ — $ 100 $ — $ — Current liabilities $ 509 $ — $ — $ 36 $ — Non-current liabilities $ 3,844 $ 6,280 $ — $ 367 $ 41 Discount rates: Benefit obligation 2.10 % 1.00 % 1.05 % 1.00 % 0.35 % Net periodic pension cost 1.56 % 0.40 % 1.05 % 0.35 % 0.45 % Salary increase rate — % — % 3.75 % 1.90 % 1.75 % Expected return on plan assets — % 4.00 % 3.10 % — % — % As of December 31, 2020: Non-current assets $ — $ — $ 97 $ — $ — Current liabilities $ 512 $ — $ — $ — $ — Non-current liabilities $ 4,261 $ 8,783 $ — $ 580 $ 34 Discount rates: Benefit obligation 1.56 % 0.40 % 0.50 % 0.35 % 0.35 % Net periodic pension cost 2.60 % 0.90 % 0.50 % 0.80 % 0.45 % Salary increase rate — % — % 3.55 % 1.75 % 1.75 % Expected return on plan assets — % 4.00 % 3.20 % — % — % |
Deferred Compensation Benefits Anticipated Benefit Payments | Anticipated benefit payments for the ESBP, NDBP, BDBP, FDBP, and SDBP expected to be paid in future years are as follows: (amounts in thousands) 2022 $ 929 2023 850 2024 942 2025 1,487 2026 998 2027 - 2031 5,021 Total $ 10,227 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Equity-Based Compensation Expense, the Corresponding Tax Benefit and Net Equity-Based Compensation Expense | Equity-based compensation expense, the corresponding tax benefit and net equity-based compensation expense for 2021, 2020, and 2019 are as follows: 2021 2020 2019 (amounts in thousands) Equity-based compensation expense $ 2,640 $ 2,483 $ 1,748 Tax benefit (654 ) — — Net equity-based compensation expense $ 1,986 $ 2,483 $ 1,748 |
Summary of Weighted-Average Assumptions Used to Estimate Fair Value of Options | 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, 2021, 2020, and 2019: 2021 2020 2019 Expected life (years) 5.1 3.7 3.7 Dividend yield — % — % — % Risk-free interest rate 0.8 % 2.2 % 2.2 % Expected volatility 41.9 % 36.1 % 36.1 % |
Summary of Stock Option Activity Under the 2020 Plan, 2010 Plan and Equity Plan | A summary of stock option activity under the 2020 Plan, 2010 Plan, and Equity Plan is as follows: 2020 Plan Options Weighted- Average Exercise Price 2010 Plan Options Weighted- Average Exercise Price Equity Plan Options Weighted- Average Exercise Price 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 Granted — $ — 173,010 $ 5.88 — $ — Exercised — $ — (45,096 ) $ 4.95 — $ — Canceled or forfeited — $ — — $ — (50,125 ) $ 7.18 Expired — $ — — $ — — $ — Outstanding at December 31, 2020 — $ — 859,148 $ 11.73 245,300 $ 5.62 Granted 105,906 $ 9.17 — $ — — $ — Exercised — $ — (45,096 ) $ 4.95 (65,300 ) $ 5.61 Canceled or forfeited — $ — (27,500 ) $ 12.16 — $ — Expired — $ — — $ — — $ — Outstanding at December 31, 2021 105,906 $ 9.17 786,552 $ 12.10 180,000 $ 5.63 Options Exercisable at December 31, 2021 — $ — 662,381 $ 13.29 180,000 $ 5.63 |
Summary of Restricted Stock Activity Under the 2010 Plan, Equity Plan and the 1991 Restricted Stock Plan | A summary of restricted stock activity under the 2020 Plan, 2010 Plan, the Equity Plan and the 1991 Restricted Stock Plan is as follows: 2020 Plan Restricted Stock 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, 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 Granted — $ — 599,928 $ 5.02 — $ — — $ — Released — $ — (131,949 ) $ 5.02 — $ — (11,470 ) $ 5.75 Canceled or forfeited — $ — (129,878 ) $ 5.41 — $ — (1,925 ) $ 5.75 Outstanding at Dec. 31, 2020 — $ — 1,484,985 $ 5.35 40,000 $ 4.97 10,980 $ 5.75 Granted 267,036 $ 9.55 — $ — — $ — — $ — Released (11,912 ) $ 9.44 (408,232 ) $ 5.13 (40,000 ) $ 4.97 (10,730 ) $ 5.75 Canceled or forfeited (4,558 ) $ 10.11 (147,008 ) $ 7.68 — $ — (250 ) $ 5.75 Outstanding at Dec. 31, 2021 250,566 $ 9.54 929,745 $ 5.07 — $ — — $ — |
Summary of Stock Options Outstanding for the 2020 Plan, 2010 Plan and Equity Plan | A summary of stock options outstanding Range of Exercise Prices: Number of Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value 2020 Plan $9.17 - $9.17 105,906 $ 9.17 9.2 $ 84,725 105,906 $ 9.17 9.2 $ 84,725 2010 Plan $4.20 - $7.48 328,581 $ 5.89 6.6 $ 1,339,073 $13.58 - $13.75 204,875 $ 13.59 4.8 — $15.04 - $16.93 105,096 $ 15.83 1.5 — $20.68 - $21.41 148,000 $ 21.17 4.7 — 786,552 $ 12.10 5.1 $ 1,339,073 Equity Plan $4.52 - $4.78 80,000 $ 4.65 1.4 $ 425,600 $5.25 - $7.18 100,000 $ 6.41 2.6 356,200 180,000 $ 5.63 2.0 $ 781,800 |
Summary of Stock Options that are Exercisable for the 2010 Plan and the Equity Plan | A summary of stock options that are exercisable Range of Exercise Prices: Number of Options Exercisable Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value 2010 Plan $4.20 - $7.48 204,410 $ 5.98 5.7 $ 816,374 $13.58 - $13.75 204,875 $ 13.59 4.8 — $15.04 - $16.93 105,096 $ 15.83 1.5 — $20.68 - $21.41 148,000 $ 21.17 4.7 — 662,381 $ 13.29 4.5 $ 816,374 Equity Plan $4.52 - $4.78 80,000 $ 4.65 1.4 $ 425,600 $5.25 - $7.18 100,000 $ 6.41 2.6 356,200 180,000 $ 5.63 2.0 $ 781,800 |
Segments and Enterprise-Wide _2
Segments and Enterprise-Wide Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Operating Segments | The operating results for the Company’s segments for 2021, 2020, and 2019 were as follows: 2021 North America IT Europe IT Non-Strategic (amounts in thousands) Solutions & Services Solutions & Services Technology Services Total Revenue $ 101,506 $ 169,341 $ 121,438 $ 392,285 Direct costs 68,885 129,030 107,920 305,835 Gross profit 32,621 40,311 13,518 86,450 Operating expenses 13,883 21,345 4,904 40,132 Contribution profit $ 18,738 $ 18,966 $ 8,614 46,318 General and administrative expenses 33,576 Operating income $ 12,742 2020 North America IT Europe IT Non-Strategic (amounts in thousands) Solutions & Services Solutions & Services Technology Services Total Revenue $ 67,948 $ 154,847 $ 143,296 $ 366,091 Direct costs 43,953 117,029 128,151 289,133 Gross profit 23,995 37,818 15,145 76,958 Operating expenses 9,368 20,366 6,992 36,726 Contribution profit $ 14,627 $ 17,452 $ 8,153 40,232 General and administrative expenses 31,102 Operating income $ 9,130 2019 North America IT Europe IT Non-Strategic (amounts in thousands) Solutions & Services Solutions & Services Technology Services Total Revenue $ 74,123 $ 148,108 $ 171,939 $ 394,170 Direct costs 50,457 114,839 153,839 319,135 Gross profit 23,666 33,269 18,100 75,035 Operating expenses 8,998 19,825 10,519 39,342 Contribution profit $ 14,668 $ 13,444 $ 7,581 35,693 General and administrative expenses 28,781 Operating income $ 6,912 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | Financial Information About Geographic Areas 2021 2020 2019 (amounts in thousands) Revenue from External Customers: United States $ 215,637 $ 203,495 $ 241,038 Luxembourg (3) 72,699 66,411 64,852 Belgium (1) 68,109 59,851 52,468 Other countries 35,840 36,334 35,812 Total foreign revenue 176,648 162,596 153,132 Total revenue $ 392,285 $ 366,091 $ 394,170 Long-lived Assets*: United States $ 2,081 $ 1,710 $ 3,534 France (2) 5,663 6,841 5,124 Luxembourg (3) 3,125 3,879 3,965 Other countries 1,653 2,182 2,195 Total long-lived assets* $ 12,522 $ 14,612 $ 14,818 Deferred Tax Assets, Net of Valuation Allowance: United States $ 4,612 $ — $ 78 Europe 334 393 375 Total deferred tax assets, net $ 4,946 $ 393 $ 453 *Long-lived Assets exclude goodwill (1) Revenue for our Belgium 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 operations have been disclosed separately as they exceed 10% of consolidated long-lived assets in at least one of the years presented. (3) Revenue and long-lived assets for our Luxembourg operations have been disclosed separately as they exceed 10% of the consolidated balances in at least one of the years presented. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Basis of Presentation and Consolidation (Details) | 12 Months Ended |
Dec. 31, 2021Market | |
Accounting Policies [Abstract] | |
Number of vertical market focus areas | 5 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Revenue by Vertical Market as Percentage of Total Revenue (Details) - Customer Concentration Risk [Member] - Sales Revenue, Services, Net [Member] | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Concentration Risk [Line Items] | |||
Total revenue | 100.00% | 100.00% | 100.00% |
Technology Service Providers [Member] | |||
Concentration Risk [Line Items] | |||
Total revenue | 26.70% | 31.30% | 32.20% |
Financial Services [Member] | |||
Concentration Risk [Line Items] | |||
Total revenue | 16.20% | 15.80% | 13.80% |
Manufacturing [Member] | |||
Concentration Risk [Line Items] | |||
Total revenue | 11.70% | 13.50% | 16.80% |
Energy [Member] | |||
Concentration Risk [Line Items] | |||
Total revenue | 5.10% | 6.20% | 5.20% |
General Markets [Member] | |||
Concentration Risk [Line Items] | |||
Total revenue | 18.70% | 18.30% | 15.40% |
Healthcare [Member] | |||
Concentration Risk [Line Items] | |||
Total revenue | 21.60% | 14.90% | 16.60% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Revenue by Contract Type (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule Of Revenue By Contract Type [Line Items] | |||
Revenue percent | 100.00% | 100.00% | 100.00% |
Time-and-material [Member] | |||
Schedule Of Revenue By Contract Type [Line Items] | |||
Revenue percent | 79.80% | 81.00% | 79.60% |
Progress Billing [Member] | |||
Schedule Of Revenue By Contract Type [Line Items] | |||
Revenue percent | 17.80% | 15.90% | 10.20% |
Percentage-of-completion [Member] | |||
Schedule Of Revenue By Contract Type [Line Items] | |||
Revenue percent | 2.40% | 3.10% | 10.20% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Revenue by Geographic Location (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues [Line Items] | |||
Revenue | $ 392,285 | $ 366,091 | $ 394,170 |
Sales Revenue, Services, Net [Member] | Geographic Concentration Risk | |||
Revenues [Line Items] | |||
Revenue, percent | 100.00% | 100.00% | 100.00% |
Revenue | $ 392,285 | $ 366,091 | $ 394,170 |
Year-over-Year Change | 7.20% | (7.10%) | |
North America [Member] | Sales Revenue, Services, Net [Member] | Geographic Concentration Risk | |||
Revenues [Line Items] | |||
Revenue, percent | 55.70% | 55.80% | 61.50% |
Revenue | $ 218,344 | $ 204,264 | $ 242,218 |
Year-over-Year Change | 6.90% | (15.70%) | |
Europe [Member] | Sales Revenue, Services, Net [Member] | Geographic Concentration Risk | |||
Revenues [Line Items] | |||
Revenue, percent | 44.30% | 44.20% | 38.50% |
Revenue | $ 173,941 | $ 161,827 | $ 151,952 |
Year-over-Year Change | 7.50% | 6.50% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Billable Expenses (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Billable expenses | $ 1.1 | $ 1.9 | $ 2.6 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Transaction Price Allocated to Remaining Performance Obligations (Details) $ in Millions | Dec. 31, 2021USD ($) |
Fixed-price [Member] | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 12.6 |
Progress Billing [Member] | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 55.9 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Transaction Price Allocated to Remaining Performance Obligations (Details 1) $ in Millions | Dec. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 39.9 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 28.6 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 2 years |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2020 | Dec. 31, 2021 | Oct. 31, 2021 | Mar. 03, 2020 | Dec. 31, 2019 | Feb. 06, 2019 | Feb. 15, 2018 | |
Business Acquisition [Line Items] | |||||||
Cash and cash equivalents | $ 32,865 | $ 35,584 | |||||
Goodwill | 21,275 | 19,676 | $ 16,681 | ||||
North America I T Solutions And Services Segment | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | 1,400 | ||||||
Europe I T Solutions And Services Segment | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | 21,300 | 18,300 | $ 16,700 | ||||
France Reporting Unit | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of acquisition | $ 15,300 | ||||||
Luxembourg Reporting Unit | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of acquisition | $ 12,200 | ||||||
Soft Company [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, percentage acquired | 100.00% | 100.00% | |||||
Tech-IT PSF S.A. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, percentage acquired | 100.00% | 100.00% | |||||
Fair value of acquisition | $ 600 | ||||||
Earn-out contingency liability | $ 300 | ||||||
Fair value of the remaining contingent consideration liability | 0 | ||||||
Goodwill | $ 5,331 | ||||||
Star Dust [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of acquisition | $ 100 | ||||||
Earn-out contingency liability | 300 | ||||||
Fair value of the remaining contingent consideration liability | 0 | ||||||
Goodwill | $ 19,700 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Life Insurance Policies (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)Individual | Dec. 31, 2020USD ($) | |
Supplementary Information For Corporate Owned Life Insurance [Line Items] | ||
Number of former employees covered under insurance policies | Individual | 16 | |
Average age of former employees covered under insurance policies | 78 years | |
Gross cash surrender values of life insurance | $ 28,300 | $ 27,100 |
Loans on cash surrender value | 25,200 | 24,400 |
Net cash surrender values of life insurance | 4,018 | 3,587 |
Gross death benefit of life insurance contracts | 36,000 | 35,000 |
Life insurance proceeds to be received upon the death of participants | 10,400 | |
Life insurance gain to be recognized upon death of participants | 7,400 | |
Non-taxable life insurance gain | 987 | |
Non-Qualified Defined Benefit Executive Supplemental Benefit Plan [Member] | ||
Supplementary Information For Corporate Owned Life Insurance [Line Items] | ||
Net cash surrender values of life insurance | $ 3,100 | $ 2,700 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Cash and Cash Equivalents, and Cash Overdrafts (Details) | Dec. 31, 2021USD ($) |
Maximum [Member] | |
Cash, FDIC insurable limit | $ 250,000 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Accounts Receivable Factoring (Details) - Trade Accounts Receivable [Member] - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Notes And Loans Receivable [Line Items] | ||
Accounts Receivable, Sold | $ 0.1 | $ 0.1 |
Factoring Agreement [Member] | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Accounts Receivable, Sold | $ 35.8 | $ 64 |
Summary of Significant Accou_15
Summary of Significant Accounting Policies - Property, Equipment and Capitalized Software Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Line Items] | |||
Depreciation | $ 2 | $ 1.9 | $ 1.9 |
Minimum [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property, equipment and capitalized software, useful life | 1 year | ||
Minimum [Member] | Capitalized Software [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property, equipment and capitalized software, useful life | 3 years | ||
Maximum [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property, equipment and capitalized software, useful life | 10 years | ||
Maximum [Member] | Capitalized Software [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property, equipment and capitalized software, useful life | 5 years |
Summary of Significant Accou_16
Summary of Significant Accounting Policies - Impairment of Long-lived assets and Long-lived assets to be disposed of (Details) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2020 | Jun. 26, 2020 | |
Property Plant And Equipment [Line Items] | ||
Adjustment to reduce capital software | $ 0.8 | |
Building | Buffalo, NY [Member] | ||
Property Plant And Equipment [Line Items] | ||
Carrying value of property | $ 1.6 | |
Proceeds from sale of property | 2.5 | |
Gain on sale of building | $ 0.8 |
Summary of Significant Accou_17
Summary of Significant Accounting Policies - Segments (Details) - segment | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Number of operating segments | 3 | ||
Number of reportable segments | 1 | ||
Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Number of operating segments | 1 | 1 |
Summary of Significant Accou_18
Summary of Significant Accounting Policies - Goodwill (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)Indicator | Dec. 31, 2020USD ($)Indicator | Dec. 31, 2019USD ($)Indicator | |
Goodwill [Line Items] | |||
Goodwill impairment indicators | Indicator | 0 | 0 | 0 |
Goodwill | $ 19,676 | $ 21,275 | $ 16,681 |
Europe I T Solutions And Services Segment | |||
Goodwill [Line Items] | |||
Goodwill | 18,300 | $ 21,300 | $ 16,700 |
North America I T Solutions And Services Segment | |||
Goodwill [Line Items] | |||
Goodwill | $ 1,400 |
Summary of Significant Accou_19
Summary of Significant Accounting Policies - Summary of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Balance at the Beginning of period | $ 21,275 | $ 16,681 |
Acquired goodwill | 2,757 | |
Foreign currency translation | (1,599) | 1,837 |
Balance at the End of period | $ 19,676 | $ 21,275 |
Summary of Significant Accou_20
Summary of Significant Accounting Policies - Summary of Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 12,619 | $ 12,619 |
Accumulated Amortization | (4,685) | (3,841) |
Foreign Currency Translation | (654) | 319 |
Net Carrying Amount | $ 7,280 | $ 9,097 |
Trademarks [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Economic Life | 2 years | 2 years |
Gross Carrying Amount | $ 1,532 | $ 1,532 |
Accumulated Amortization | (1,454) | (1,456) |
Foreign Currency Translation | (70) | 50 |
Net Carrying Amount | $ 8 | $ 126 |
Technology [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Economic Life | 10 years | 10 years |
Gross Carrying Amount | $ 591 | $ 591 |
Accumulated Amortization | (110) | (54) |
Foreign Currency Translation | 10 | 59 |
Net Carrying Amount | 491 | 596 |
Customer Relationships [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 10,496 | 10,496 |
Accumulated Amortization | (3,121) | (2,331) |
Foreign Currency Translation | (594) | 210 |
Net Carrying Amount | $ 6,781 | $ 8,375 |
Customer Relationships [Member] | Minimum [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Economic Life | 7 years | 7 years |
Customer Relationships [Member] | Maximum [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Economic Life | 13 years | 13 years |
Summary of Significant Accou_21
Summary of Significant Accounting Policies - Acquired Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Amortization of intangible assets | $ 1.2 | $ 1.4 | $ 1.4 |
Summary of Significant Accou_22
Summary of Significant Accounting Policies - Summary of Estimated Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | ||
2022 | $ 1,033 | |
2023 | 1,025 | |
2024 | 1,025 | |
2025 | 1,025 | |
2026 | 1,025 | |
Thereafter | 2,147 | |
Total | $ 7,280 | $ 9,097 |
Summary of Significant Accou_23
Summary of Significant Accounting Policies - Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes Disclosure [Line Items] | ||||
Deferred tax asset valuation allowance | $ 2,128 | $ 7,664 | $ 5,695 | $ 5,590 |
Change in deferred tax asset valuation allowance | 5,500 | |||
Income tax benefit | (1,993) | $ 3,022 | $ 2,164 | |
COVID-19 [ Member] | ||||
Income Taxes Disclosure [Line Items] | ||||
Deferred tax asset valuation allowance | 5,200 | |||
Income Tax Expense [Member] | ||||
Income Taxes Disclosure [Line Items] | ||||
Change in deferred tax asset valuation allowance | 5,500 | |||
Income tax benefit | $ 5,100 |
Summary of Significant Accou_24
Summary of Significant Accounting Policies - Basic and Diluted Earnings Per Share (EPS) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Net Income | $ 13,730 | $ 7,639 | $ 4,125 |
Weighted average number of shares outstanding, basic (in shares) | 13,926 | 13,621 | 13,450 |
Basic | $ 0.99 | $ 0.56 | $ 0.31 |
Number of shares, attributable to equity based compensation plans (in shares) | 1,045 | 806 | 547 |
Dilutive effect on basic earnings per share (in dollars per share) | $ (0.07) | $ (0.03) | $ (0.02) |
Weighted average number of shares outstanding, diluted (in shares) | 14,971 | 14,427 | 13,997 |
Diluted | $ 0.92 | $ 0.53 | $ 0.29 |
Summary of Significant Accou_25
Summary of Significant Accounting Policies - Net Income Per Share - Additional Information (Details) - shares shares in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Employee Stock Option [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities not included in the computation of earnings per share | 0.6 | 0.6 | 0.7 |
Summary of Significant Accou_26
Summary of Significant Accounting Policies - Schedule of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | ||
Foreign currency translation adjustment | $ (7,697) | $ (3,645) |
Pension loss, net of tax of $819 in 2021 and $455 in 2020 | (9,243) | (11,722) |
Accumulated other comprehensive loss | $ (16,940) | $ (15,367) |
Summary of Significant Accou_27
Summary of Significant Accounting Policies - Schedule of Accumulated Other Comprehensive Loss (Parenthetical) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | ||
Tax on pension loss | $ 819 | $ 455 |
Summary of Significant Accou_28
Summary of Significant Accounting Policies - Schedule of Net Benefit Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Postemployment Benefits [Abstract] | |||
Amortization of actuarial losses | $ 489 | $ 298 | $ 185 |
Income tax | (39) | (1) | |
Net of tax | $ 450 | $ 297 | $ 185 |
Summary of Significant Accou_29
Summary of Significant Accounting Policies - Guarantees (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Current carrying value of guarantees | $ 3.1 | $ 3.2 |
Property, Equipment and Capit_3
Property, Equipment and Capitalized Software - Schedule of Property, Equipment and Capitalized Software (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Equipment and Capitalized Software [Line Items] | ||
Property, equipment and capitalized software, gross | $ 15,628 | $ 14,543 |
Accumulated depreciation and amortization | (10,386) | (9,028) |
Net | 5,242 | 5,515 |
Equipment [Member] | ||
Property, Equipment and Capitalized Software [Line Items] | ||
Property, equipment and capitalized software, gross | 6,796 | 6,136 |
Furniture [Member] | ||
Property, Equipment and Capitalized Software [Line Items] | ||
Property, equipment and capitalized software, gross | 1,875 | 1,490 |
Capitalized Software [Member] | ||
Property, Equipment and Capitalized Software [Line Items] | ||
Property, equipment and capitalized software, gross | 2,377 | 2,397 |
Other Software [Member] | ||
Property, Equipment and Capitalized Software [Line Items] | ||
Property, equipment and capitalized software, gross | 2,234 | 2,139 |
Leasehold Improvements [Member] | ||
Property, Equipment and Capitalized Software [Line Items] | ||
Property, equipment and capitalized software, gross | $ 2,346 | $ 2,381 |
Property, Equipment and Capit_4
Property, Equipment and Capitalized Software - Useful Life (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum [Member] | |
Property, Equipment and Capitalized Software [Line Items] | |
Property, equipment and capitalized software, useful life | 1 year |
Maximum [Member] | |
Property, Equipment and Capitalized Software [Line Items] | |
Property, equipment and capitalized software, useful life | 10 years |
Equipment [Member] | Minimum [Member] | |
Property, Equipment and Capitalized Software [Line Items] | |
Property, equipment and capitalized software, useful life | 1 year |
Equipment [Member] | Maximum [Member] | |
Property, Equipment and Capitalized Software [Line Items] | |
Property, equipment and capitalized software, useful life | 10 years |
Furniture [Member] | Minimum [Member] | |
Property, Equipment and Capitalized Software [Line Items] | |
Property, equipment and capitalized software, useful life | 5 years |
Furniture [Member] | Maximum [Member] | |
Property, Equipment and Capitalized Software [Line Items] | |
Property, equipment and capitalized software, useful life | 10 years |
Capitalized Software [Member] | Minimum [Member] | |
Property, Equipment and Capitalized Software [Line Items] | |
Property, equipment and capitalized software, useful life | 3 years |
Capitalized Software [Member] | Maximum [Member] | |
Property, Equipment and Capitalized Software [Line Items] | |
Property, equipment and capitalized software, useful life | 5 years |
Other Software [Member] | Minimum [Member] | |
Property, Equipment and Capitalized Software [Line Items] | |
Property, equipment and capitalized software, useful life | 2 years |
Other Software [Member] | Maximum [Member] | |
Property, Equipment and Capitalized Software [Line Items] | |
Property, equipment and capitalized software, useful life | 5 years |
Leasehold Improvements [Member] | Minimum [Member] | |
Property, Equipment and Capitalized Software [Line Items] | |
Property, equipment and capitalized software, useful life | 1 year |
Leasehold Improvements [Member] | Maximum [Member] | |
Property, Equipment and Capitalized Software [Line Items] | |
Property, equipment and capitalized software, useful life | 15 years |
Property, Equipment and Capit_5
Property, Equipment and Capitalized Software - Schedule of Capitalized Software Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Capitalized Software Cost [Abstract] | ||
Capitalized software, beginning balance | $ 2,397 | $ 2,147 |
Additions | 929 | |
Impairment | (855) | |
Foreign currency translation | (20) | 176 |
Capitalized software, ending balance | $ 2,377 | $ 2,397 |
Property, Equipment and Capit_6
Property, Equipment and Capitalized Software - Schedule of Amortization Expense and Accumulated Amortization (Details) - Capitalized Software [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Line Items] | ||
Accumulated amortization, beginning balance | $ 1,280 | $ 866 |
Amortization expense | 468 | 414 |
Accumulated amortization, ending balance | $ 1,748 | $ 1,280 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Thousands | Mar. 03, 2020USD ($) | Mar. 03, 2020EUR (€) | Feb. 06, 2019USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019 | Mar. 03, 2020EUR (€) | Feb. 06, 2019EUR (€) |
Stardust SAS (StarDust) [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, percentage acquired | 100.00% | 100.00% | ||||||
Payments to acquire business | $ 6,122 | € 5,500,000 | ||||||
Foreign currency exchange rate | 1.1145 | 1.1145 | ||||||
Earn-out contingency liability | $ 300 | |||||||
Earn-out contingency liability, basis for amount | An earn-out of up to $1.1 million (€1.0 million based on a EUR into USD exchange rate of 1.1145) can be earned, a portion of which will be payable in each period subject to the achievement of consolidated direct profit targets for fiscal 2020 and 2021. Additionally, for each €10,000 of consolidated direct profit achieved above the target, an additional €1,000 can be earned, with no maximum limit. There is no payout if the achievement is below the target threshold. | |||||||
Threshold Limit Of Consolidated Direct Profit Achieved Above Target | € | 10,000 | |||||||
Business Combination Contingent Consideration Additional Liability For Each Threshold Limit | € | € 1,000 | |||||||
Fair value of the remaining contingent consideration liability | $ 100 | |||||||
Fair value of the remaining contingent consideration liability | 0 | |||||||
Stardust SAS (StarDust) [Member] | Selling General and Administrative Expenses [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination acquisition related costs including fair value adjustment of earn out liability and amortization of intangible assets | (200) | $ 600 | ||||||
Stardust SAS (StarDust) [Member] | Maximum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Earn-out contingency liability | $ 1,100 | € 1,000,000 | ||||||
Tech-IT PSF S.A. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, percentage acquired | 100.00% | 100.00% | 100.00% | 100.00% | ||||
Payments to acquire business | $ 9,678 | |||||||
Foreign currency exchange rate | 1.1386 | 1.1386 | ||||||
Earn-out contingency liability | $ 1,700 | 300 | € 1,500,000 | |||||
Earn-out contingency liability, basis for amount | 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. | |||||||
Fair value of the remaining contingent consideration liability | $ 600 | 0 | ||||||
Fair value of the remaining contingent consideration liability | 0 | |||||||
Tech-IT PSF S.A. [Member] | Selling General and Administrative Expenses [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination acquisition related costs including fair value adjustment of earn out liability and amortization of intangible assets | $ 500 | $ 400 |
Acquisitions - Summary of Acqui
Acquisitions - Summary of Acquisition Date Fair Value of Consideration (Details) $ in Thousands, € in Millions | Mar. 03, 2020USD ($) | Mar. 03, 2020EUR (€) | Feb. 06, 2019USD ($) |
Stardust SAS (StarDust) [Member] | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 6,122 | € 5.5 | |
Fair value of contingent consideration | 111 | ||
Fair value of purchase consideration | $ 6,233 | ||
Tech-IT PSF S.A. [Member] | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 9,678 | ||
Fair value of contingent consideration | 569 | ||
Fair value of purchase consideration | $ 10,247 |
Acquisitions - Summary of Alloc
Acquisitions - Summary of Allocation of Aggregate Purchase Consideration to Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 03, 2020 | Dec. 31, 2019 | Feb. 06, 2019 |
Assets Acquired: | |||||
Goodwill | $ 19,676 | $ 21,275 | $ 16,681 | ||
Liabilities Assumed: | |||||
Goodwill | $ 19,676 | $ 21,275 | $ 16,681 | ||
Stardust SAS (StarDust) [Member] | |||||
Assets Acquired: | |||||
Cash | $ 1,798 | ||||
Accounts receivable | 1,303 | ||||
Prepaids & other | 71 | ||||
Property & equipment, net | 327 | ||||
Acquired intangibles | 1,282 | ||||
Goodwill | 2,757 | ||||
Total assets acquired | 7,538 | ||||
Liabilities Assumed: | |||||
Accounts payable | 285 | ||||
Accrued compensation | 307 | ||||
Taxes payable | 222 | ||||
Other liabilities | 163 | ||||
Deferred income taxes | 328 | ||||
Total liabilities assumed | 1,305 | ||||
Net assets acquired | 6,233 | ||||
Cash | 1,798 | ||||
Accounts receivable | 1,303 | ||||
Prepaids & other | 71 | ||||
Property & equipment, net | 327 | ||||
Acquired intangibles | 1,282 | ||||
Goodwill | 2,757 | ||||
Total assets acquired | 7,538 | ||||
Accounts payable | 285 | ||||
Accrued compensation | 307 | ||||
Other liabilities | 163 | ||||
Total liabilities assumed | $ 1,305 | ||||
Tech-IT PSF S.A. [Member] | |||||
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 liabilities | 2,447 | ||||
Total liabilities assumed | 6,111 | ||||
Net assets acquired | 10,247 | ||||
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 | ||||
Accounts payable | 2,378 | ||||
Accrued compensation | 172 | ||||
Other liabilities | 2,447 | ||||
Deferred income taxes | 1,114 | ||||
Total liabilities assumed | $ 6,111 |
Acquisitions - Summary of Intan
Acquisitions - Summary of Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Mar. 03, 2020 | Feb. 06, 2019 |
Stardust SAS (StarDust) [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of purchase consideration | $ 1,282 | |
Stardust SAS (StarDust) [Member] | Trademarks [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of purchase consideration | $ 100 | |
Estimated Economic Life | 2 years | |
Stardust SAS (StarDust) [Member] | Technology [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of purchase consideration | $ 591 | |
Estimated Economic Life | 10 years | |
Stardust SAS (StarDust) [Member] | Customer Relationships [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of purchase consideration | $ 591 | |
Estimated Economic Life | 7 years | |
Tech-IT PSF S.A. [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of purchase consideration | $ 4,099 | |
Tech-IT PSF S.A. [Member] | Trademarks [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of purchase consideration | $ 683 | |
Estimated Economic Life | 2 years | |
Tech-IT PSF S.A. [Member] | Customer Relationships [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of purchase consideration | $ 3,416 | |
Estimated Economic Life | 8 years |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Oct. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Line Of Credit Facility [Line Items] | ||||
Long-term debt | $ 0 | $ 0 | ||
Maximum amount outstanding | 0 | |||
Average amount outstanding | $ 6,400,000 | |||
Weighted-average interest rate | 1.90% | |||
Commitment fees | 200,000 | $ 300,000 | ||
Interest expense | $ 200,000 | $ 400,000 | ||
Debt covenants, Maximum leverage ratio | 1.00% | |||
Debt covenants threshold limit to test fixed charge coverage ratio | $ 5,000,000 | |||
Total available borrowings | $ 44,700,000 | |||
Excess percentage available for total available borrowings | 12.50% | |||
Deferred financing fees expense | $ 100,000 | |||
Deferred fees, incurred with credit agreement | $ 1,400,000 | |||
Amortization period | 60 months | |||
Minimum [Member] | London Interbank Offered Rate (LIBOR) | ||||
Line Of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 0.015% | |||
Minimum [Member] | Adjusted London Interbank Offered Rate L I B O R | ||||
Line Of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 0.005% | |||
Maximum [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Commitment fees | $ 50,000,000 | |||
Fixed Charge Coverage Ratio | 0.125 | |||
Maximum [Member] | London Interbank Offered Rate (LIBOR) | ||||
Line Of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 0.02% | |||
Maximum [Member] | Adjusted London Interbank Offered Rate L I B O R | ||||
Line Of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 0.01% | |||
Credit and Security Agreement [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Revolving credit facility, term | 5 years | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000,000 | |||
Line of credit facility, expiration date | 2026-05 | |||
Credit Agreement | ||||
Line Of Credit Facility [Line Items] | ||||
Maximum amount outstanding | $ 12,000,000 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 4,797 | $ 2,497 | $ 2,306 |
Foreign | 6,940 | 8,164 | 3,983 |
Income before income taxes | 11,737 | 10,661 | 6,289 |
Current Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Current U.S. federal | (219) | 258 | 62 |
Current Foreign | 2,654 | 2,679 | 1,947 |
Current U.S. state and local | 138 | 365 | 107 |
Current Total current tax | 2,573 | 3,302 | 2,116 |
Deferred tax: | |||
Deferred U.S. federal | (3,810) | ||
Deferred Foreign | 60 | (280) | 48 |
Deferred U.S. state and local | (816) | ||
Deferred income taxes | (4,566) | (280) | 48 |
Total tax | (1,993) | 3,022 | 2,164 |
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract] | |||
Tax at statutory rate | 2,465 | 2,239 | 1,321 |
State tax, net of federal benefit | 280 | 53 | 121 |
Non-taxable income | (192) | (393) | (250) |
Non-deductible expenses | 9 | 569 | 720 |
Change in estimate primarily related to foreign taxes | 352 | (227) | 100 |
Change in valuation allowance related to U.S. federal taxes | (5,229) | 1,952 | (629) |
Change in estimate primarily related to U.S. federal taxes | (1,141) | ||
Tax credits | (260) | (679) | (164) |
GILTI | 146 | 376 | |
Foreign rate differential | 504 | 488 | 531 |
Other, net | 78 | 15 | 38 |
Total tax | $ (1,993) | $ 3,022 | $ 2,164 |
Effective income tax rate | (17.00%) | 28.30% | 34.40% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | ||||
Deferred compensation | $ 4,498 | $ 5,475 | ||
Loss and credit carryforwards | 1,454 | 522 | ||
Accruals deductible for tax purposes when paid | 908 | 1,551 | ||
State taxes | 639 | 836 | ||
Depreciation | 42 | 52 | ||
Unrealized gain | 74 | 12 | ||
Leases | 5,691 | 5,686 | ||
Other | 13 | 88 | ||
Gross deferred tax assets | 13,319 | 14,222 | ||
Deferred tax asset valuation allowance | (2,128) | (7,664) | $ (5,695) | $ (5,590) |
Gross deferred tax assets less valuation allowance | 11,191 | 6,558 | ||
Liabilities | ||||
Amortization | (1,847) | (2,317) | ||
Depreciation | (477) | (312) | ||
Leases | (5,691) | (5,686) | ||
Deferred compensation | (22) | (24) | ||
Gross deferred tax liabilities | (8,037) | (8,339) | ||
Net deferred tax assets (liabilities) | 3,154 | 1,781 | ||
Net non-current assets | 4,946 | 393 | $ 453 | |
Net non-current liabilities | (1,792) | (2,174) | ||
Net deferred tax assets (liabilities) | $ 3,154 | $ 1,781 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes Disclosure [Line Items] | ||||
Deferred tax asset valuation allowance | $ 2,128,000 | $ 7,664,000 | $ 5,695,000 | $ 5,590,000 |
Change in deferred tax asset valuation allowance | 5,500,000 | |||
Income tax benefit | (1,993,000) | 3,022,000 | 2,164,000 | |
Operating loss carryforwards | 1,700,000 | |||
Penalties and interest accrued | 0 | 0 | ||
Net income taxes paid | $ 2,700,000 | $ 4,200,000 | $ 2,500,000 | |
Earliest Tax Year [Member] | ||||
Income Taxes Disclosure [Line Items] | ||||
Operating loss carryforwards expiration year | 2022 | |||
Latest Tax Year [Member] | ||||
Income Taxes Disclosure [Line Items] | ||||
Operating loss carryforwards expiration year | 2027 | |||
State and Local Jurisdiction [Member] | ||||
Income Taxes Disclosure [Line Items] | ||||
Operating loss carryforwards | $ 4,000,000 | |||
Operating loss carryforwards expiration year | 2022 | |||
Netherlands [Member] | ||||
Income Taxes Disclosure [Line Items] | ||||
Operating loss carryforwards | $ 200,000 | |||
INDIA [Member] | ||||
Income Taxes Disclosure [Line Items] | ||||
Operating loss carryforwards | $ 1,300,000 | |||
Operating loss carryforwards expiration year | 2028 | |||
UNITED KINGDOM | ||||
Income Taxes Disclosure [Line Items] | ||||
Operating loss carryforwards | $ 800,000 | |||
COVID-19 [ Member] | ||||
Income Taxes Disclosure [Line Items] | ||||
Deferred tax asset valuation allowance | 5,200,000 | |||
Income Tax Expense [Member] | ||||
Income Taxes Disclosure [Line Items] | ||||
Change in deferred tax asset valuation allowance | 5,500,000 | |||
Income tax benefit | $ 5,100,000 |
Lease Commitments - Additional
Lease Commitments - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Maximum potential payment increase | 5.00% | |
Operating lease cost | $ 7.6 | $ 6.4 |
Short-term lease cost | 0.4 | 0.6 |
Variable lease cost | $ 0.4 | $ 0.5 |
Lease Commitments - Summary of
Lease Commitments - Summary of Maturities of Lease Liabilities for Operating Liabilities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Operating Lease Liabilities Payments Due [Abstract] | |
2022 | $ 6,514 |
2023 | 4,978 |
2024 | 3,337 |
2025 | 2,257 |
2026 | 1,697 |
2027 & thereafter | 4,563 |
Total undiscounted operating lease payments | 23,346 |
Less: Interest | (1,290) |
Total present value of operating lease liabilities | $ 22,056 |
Lease Commitments - Summary o_2
Lease Commitments - Summary of Weighted Average Remaining Lease Term, Discount Rate and Supplemental Cash Flow Information for All Operating Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Lease Cost [Abstract] | |
Weighted average remaining lease term (years) | 5 years 11 months 23 days |
Weighted average remaining discount rate | 2.08% |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash outflow from operating leases | $ 7,611 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 6,522 |
Deferred Compensation Benefit_2
Deferred Compensation Benefits - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred Compensation Text Details [Line Items] | |||
Comprehensive pension gain (loss) | $ (2,479,000) | $ 2,286,000 | $ 2,847,000 |
Amounts not recognized as net periodic benefit, net of tax | (9,243,000) | (11,722,000) | |
Pension loss adjustment, net of tax | (2,500,000) | 2,300,000 | 2,800,000 |
FDBP [Member] | |||
Deferred Compensation Text Details [Line Items] | |||
Benefit payments | 0 | 0 | |
Estimated future employer contributions, next year | 0 | ||
Benefit obligation | 400,000 | $ 600,000 | |
Comprehensive pension gain (loss) | $ (200,000) | ||
Discount rate | 1.00% | 0.35% | |
Change in discount rate | 0.65% | ||
Amounts not recognized as net periodic benefit, net of tax | $ (100,000) | ||
FDBP [Member] | Maximum [Member] | |||
Deferred Compensation Text Details [Line Items] | |||
Comprehensive pension gain (loss) | $ 200,000 | ||
Amounts not recognized as net periodic benefit, net of tax | 100,000 | ||
SDBP [Member] | |||
Deferred Compensation Text Details [Line Items] | |||
Benefit payments | 0 | ||
Estimated future employer contributions, next year | $ 0 | ||
Discount rate | 0.35% | 0.35% | |
Amounts not recognized as net periodic benefit, net of tax | $ 100,000 | ||
SDBP [Member] | Maximum [Member] | |||
Deferred Compensation Text Details [Line Items] | |||
Benefit obligation | $ 100,000 | 100,000 | |
Comprehensive pension gain (loss) | 100,000 | 100,000 | |
Amounts not recognized as net periodic benefit, net of tax | 100,000 | ||
ESBP [Member] | |||
Deferred Compensation Text Details [Line Items] | |||
Estimated future employer contributions, next year | 500,000 | ||
Benefit obligation | 4,400,000 | 4,800,000 | |
Comprehensive pension gain (loss) | $ (200,000) | $ (200,000) | |
Discount rate | 2.10% | 1.56% | |
Change in discount rate | 0.54% | ||
Amounts not recognized as net periodic benefit, net of tax | $ 1,100,000 | $ 1,100,000 | |
ESBP [Member] | Maximum [Member] | |||
Deferred Compensation Text Details [Line Items] | |||
Increase (decrease) in plan liabilities | 400,000 | ||
NDBP [Member] | |||
Deferred Compensation Text Details [Line Items] | |||
Benefit obligation | $ 13,900,000 | $ 16,900,000 | |
Discount rate | 1.00% | 0.40% | |
Change in discount rate | 0.60% | ||
Increase (decrease) in plan liabilities | $ 3,000,000 | ||
Targeted minimum return | 4.00% | 4.00% | |
Guaranteed return | 4.00% | 4.00% | |
Amounts not recognized as net periodic benefit, net of tax | $ 6,700,000 | $ 9,300,000 | |
BDBP [Member] | |||
Deferred Compensation Text Details [Line Items] | |||
Benefit obligation | $ 12,300,000 | $ 12,400,000 | |
Discount rate | 1.05% | 0.50% | |
Change in discount rate | 0.55% | ||
Increase (decrease) in plan liabilities | $ 100,000 | ||
Targeted minimum return | 3.10% | 3.20% | |
BDBP [Member] | |||
Deferred Compensation Text Details [Line Items] | |||
Amounts not recognized as net periodic benefit, net of tax | $ 1,500,000 | $ 1,300,000 | |
ESBP, NDBP, BDBP, FDBP and SDBP [Member] | |||
Deferred Compensation Text Details [Line Items] | |||
Benefit obligation | 30,957,000 | 34,729,000 | 30,629,000 |
Pension loss adjustment, net of tax | (2,000,000) | 2,700,000 | 3,300,000 |
Amount to be recognized as components of net periodic benefit in next year | 500,000 | ||
Employer contributions | 1,199,000 | 1,188,000 | |
Key Employee Non Qualified Deferred Compensation Plan [Member] | |||
Deferred Compensation Text Details [Line Items] | |||
Employer contributions | $ 0 | $ 0 | $ 0 |
Number of stock units purchased | 20,958 | 0 | 0 |
Non Employee Director Deferred Compensation Plan [Member] | |||
Deferred Compensation Text Details [Line Items] | |||
Employer contributions | $ 0 | $ 0 | $ 0 |
Release of shares | 416,265 |
Deferred Compensation Benefit_3
Deferred Compensation Benefits - Schedule of Net Periodic Pension Cost (Details) - Deferred Compensation and Other Benefits [Member] - Executive Officer [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | $ 499 | $ 428 | $ 330 |
Interest cost | 197 | 355 | 583 |
Expected return on assets | (702) | (657) | (612) |
Amortization of actuarial loss | 495 | 304 | 190 |
Net periodic pension cost | $ 489 | $ 430 | $ 491 |
Deferred Compensation Benefit_4
Deferred Compensation Benefits - Deferred Compensation Benefits Change in Benefit Obligation and Reconciliation of Fair Value (Details) - ESBP, NDBP, BDBP, FDBP and SDBP [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Changes in Benefit Obligation | ||
Benefit obligation at beginning of period | $ 34,729 | $ 30,629 |
Service cost | 499 | 428 |
Interest cost | 197 | 355 |
Benefits paid | (1,036) | (996) |
Acquisition | 22 | |
Actuarial loss | (1,341) | 1,733 |
Effect of exchange rate changes | (2,091) | 2,558 |
Benefit obligation at end of period | 30,957 | 34,729 |
Reconciliation of Fair Value of Plan Assets | ||
Fair value of plan assets at beginning of period | 20,656 | 18,079 |
Actual return on plan assets | 636 | 603 |
Employer contributions | 1,199 | 1,188 |
Benefits paid | (922) | (968) |
Effect of exchange rate changes | (1,591) | 1,754 |
Fair value of plan assets at end of period | 19,978 | 20,656 |
Accrued benefit cost | $ 10,979 | $ 14,073 |
Deferred Compensation Benefit_5
Deferred Compensation Benefits - Schedule of Accrued Benefit Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
ESBP [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Current liabilities | $ 509 | $ 512 |
Non-current liabilities | $ 3,844 | $ 4,261 |
Benefit obligation | 2.10% | 1.56% |
Net periodic pension cost | 1.56% | 2.60% |
NDBP [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Non-current liabilities | $ 6,280 | $ 8,783 |
Benefit obligation | 1.00% | 0.40% |
Net periodic pension cost | 0.40% | 0.90% |
Expected return on plan assets | 4.00% | 4.00% |
BDBP [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Non-current assets | $ 100 | $ 97 |
Benefit obligation | 1.05% | 0.50% |
Net periodic pension cost | 1.05% | 0.50% |
Salary increase rate | 3.75% | 3.55% |
Expected return on plan assets | 3.10% | 3.20% |
FDBP [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Current liabilities | $ 36 | |
Non-current liabilities | $ 367 | $ 580 |
Benefit obligation | 1.00% | 0.35% |
Net periodic pension cost | 0.35% | 0.80% |
Salary increase rate | 1.90% | 1.75% |
SDBP [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Non-current liabilities | $ 41 | $ 34 |
Benefit obligation | 0.35% | 0.35% |
Net periodic pension cost | 0.45% | 0.45% |
Salary increase rate | 1.75% | 1.75% |
Deferred Compensation Benefit_6
Deferred Compensation Benefits - Deferred Compensation Benefits Anticipated Benefit Payments (Details) - ESBP, NDBP, BDBP, FDBP and SDBP [Member] $ in Thousands | Dec. 31, 2021USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
2022 | $ 929 |
2023 | 850 |
2024 | 942 |
2025 | 1,487 |
2026 | 998 |
2027 - 2031 | 5,021 |
Total | $ 10,227 |
Employee Benefits - Additional
Employee Benefits - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined contribution plan, cost recognized | $ 0.5 | $ 0 | $ 0 |
Europe [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined contribution plan, cost recognized | $ 0.4 | $ 0.3 | $ 0.4 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stockholders Equity Note [Abstract] | |||
Employee Stock Purchase Plan (ESPP): Maximum annual contribution per employee | 10.00% | ||
Employee Stock Purchase Plan (ESPP), Shares in ESPP | 156,000 | ||
Employee Stock Purchase Plan (ESPP), Shares purchased | 19,000 | 29,000 | 32,000 |
Employee Stock Purchase Plan (ESPP), Weighted average purchase price | $ 8.74 | $ 4.90 | $ 4.57 |
Preferred stock, shares authorized | 2,500,000 | 2,500,000 | |
Preferred stock, par or stated value per share | $ 0.01 | $ 0.01 | |
Preferred stock, shares outstanding | 0 | 0 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Equity-Based Compensation Expense, the Corresponding Tax Benefit and Net Equity-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Equity-based compensation expense | $ 2,640 | $ 2,483 | $ 1,748 |
Tax benefit | (654) | ||
Net equity-based compensation expense | $ 1,986 | $ 2,483 | $ 1,748 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted-average fair value on the date of grant of stock options granted | $ 3.46 | $ 1.77 | $ 1.26 | |
Stock-based compensation expense for non-vested equity-based compensation | $ 3,100 | |||
Stock based compensation expense, recognition period | 27 months | |||
Options exercised (in shares) | 65,300 | 0 | 80,000 | |
Intrinsic value of shares exercised | $ 300 | $ 100 | $ 100 | |
Increase in stock price | $ 9.97 | |||
Share-based Payment Arrangement, Option | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock options granted | 0 | |||
Restricted Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Dividends paid | $ 0 | $ 0 | $ 0 | |
Restricted Stock [Member] | Stock Vesting, One Year From Grant Date [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares vesting percentage | 33.00% | 33.00% | 33.00% | |
Restricted Stock [Member] | Stock Vesting, Two Year From Grant Date [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares vesting percentage | 25.00% | 25.00% | 25.00% | |
Restricted Stock [Member] | Stock Vesting, Three Year From Grant Date [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares vesting percentage | 33.00% | 33.00% | 33.00% | |
Restricted Stock [Member] | Stock Vesting, Four Year From Grant Date [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares vesting percentage | 25.00% | 25.00% | 25.00% | |
Minimum [Member] | Restricted Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
Maximum [Member] | Restricted Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting period | 4 years | |||
2010 Equity Award Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares available for grant | 0 | |||
Stock options granted | 173,010 | 26,500 | ||
Options exercised (in shares) | 45,096 | 45,096 | 45,096 | |
Intrinsic value of shares exercised | $ 100 | $ 0 | $ 100 | |
2010 Equity Award Plan [Member] | Restricted Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Restricted stock and stock units, granted | 599,928 | 636,268 | ||
Number of shares, cancelled | 147,008 | 129,878 | 228,151 | |
Number of shares, outstanding | 929,745 | 1,484,985 | 1,146,884 | 850,927 |
Restricted stock and stock units, granted | 599,928 | 636,268 | ||
Number of shares, cancelled | 147,008 | 129,878 | 228,151 | |
Number of shares, outstanding | 929,745 | 1,484,985 | 1,146,884 | 850,927 |
2010 Equity Award Plan [Member] | Minimum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Years of annual installments in which stock options become exercisable | 3 years | |||
Award vesting period | 1 year | |||
2010 Equity Award Plan [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Years of annual installments in which stock options become exercisable | 4 years | |||
Award vesting period | 15 years | |||
2020 Equity Award Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares available for grant | 1,581,616 | |||
Number of shares authorized | 1,950,000 | |||
Stock options granted | 105,906 | |||
2020 Equity Award Plan [Member] | Share-based Payment Arrangement, Option | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock options granted | 105,906 | |||
2020 Equity Award Plan [Member] | Restricted Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Restricted stock and stock units, granted | 267,036 | |||
Number of shares, cancelled | 4,558 | |||
Number of shares, outstanding | 250,566 | |||
Restricted stock and stock units, granted | 267,036 | |||
Number of shares, cancelled | 4,558 | |||
Number of shares, outstanding | 250,566 | |||
2020 Equity Award Plan [Member] | Minimum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Years of annual installments in which stock options become exercisable | 3 years | |||
Award vesting period | 1 year | |||
2020 Equity Award Plan [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Years of annual installments in which stock options become exercisable | 4 years | |||
Award vesting period | 15 years | |||
2000 Equity Award Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares available for grant | 0 | |||
Expiration period | 9 years 6 months | |||
Options exercised (in shares) | 65,300 | 80,000 | ||
2000 Equity Award Plan [Member] | Restricted Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares, outstanding | 40,000 | 40,000 | 40,000 | |
Number of shares, outstanding | 40,000 | 40,000 | 40,000 | |
2000 Equity Award Plan [Member] | Minimum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Years of annual installments in which stock options become exercisable | 3 years | |||
Award vesting period | 1 year | |||
2000 Equity Award Plan [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Years of annual installments in which stock options become exercisable | 4 years | |||
Expiration period | 15 years | |||
1991 Equity Award Plan [Member] | Restricted Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares available for grant | 20,116 | |||
Number of shares authorized | 800,000 | |||
Number of shares, cancelled | 250 | 1,925 | 10,874 | |
Number of shares, outstanding | 10,980 | 24,375 | 56,117 | |
Number of shares, cancelled | 250 | 1,925 | 10,874 | |
Number of shares, outstanding | 10,980 | 24,375 | 56,117 | |
2010 Equity Award Plan [Member] | Share-based Payment Arrangement, Option | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock options granted | 173,010 | 26,500 | ||
2010 Equity Award Plan [Member] | Performance Shares [Member] | Senior Management [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting period | 3 years | 3 years | 3 years | |
Weighted-average fair value on the date of grant of stock options granted | $ 9.17 | $ 5.88 | $ 4.93 | |
Shares vesting percentage | 100.00% | 100.00% | 100.00% | |
Restricted stock and stock units, granted | 79,917 | 115,410 | 217,542 | |
Performance conditions | Under these grant agreements, the Company’s cumulative three-year non-GAAP earnings per share for the years 2021, 2022, and 2023 must equal or exceed $2.01 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. | Under these grant agreements, the Company’s cumulative three-year non-GAAP earnings per share for the years 2020, 2021, and 2022 must equal or exceed $1.77 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. | 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 | |
Increase in stock price | $ 2.01 | $ 1.77 | $ 1.42 | |
Percentage of shares to be increased before vesting period | 80.00% | 80.00% | 80.00% | |
Fair value of performance share units | $ 700 | $ 700 | $ 1,100 | |
Number of shares, cancelled | 0 | 0 | ||
Number of shares, outstanding | 79,917 | 115,410 | 217,542 | |
Restricted stock and stock units, granted | 79,917 | 115,410 | 217,542 | |
Number of shares, cancelled | 0 | 0 | ||
Number of shares, outstanding | 79,917 | 115,410 | 217,542 |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Weighted-Average Assumptions Used to Estimate Fair Value of Options (Details) - Share-based Payment Arrangement, Option | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected life (years) | 5 years 1 month 6 days | 3 years 8 months 12 days | 3 years 8 months 12 days |
Risk-free interest rate | 0.80% | 2.20% | 2.20% |
Expected volatility | 41.90% | 36.10% | 36.10% |
Equity-Based Compensation - S_3
Equity-Based Compensation - Summary of Stock Option Activity Under the 2020 Plan, 2010 Plan and Equity Plan (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock Option Activity, Options | |||
Options exercised (in shares) | (65,300) | 0 | (80,000) |
2020 Equity Award Plan [Member] | |||
Stock Option Activity, Options | |||
Options granted (in shares) | 105,906 | ||
End of period, outstanding (in shares) | 105,906 | ||
Weighted-Average Exercise Price | |||
Options granted (weighted-average price) | $ 9.17 | ||
End of period (weighted-average price) | $ 9.17 | ||
2010 Equity Award Plan [Member] | |||
Stock Option Activity, Options | |||
Beginning of period, outstanding (in shares) | 859,148 | 731,234 | 800,155 |
Options granted (in shares) | 173,010 | 26,500 | |
Options exercised (in shares) | (45,096) | (45,096) | (45,096) |
Options canceled or forfeited (in shares) | (27,500) | (50,325) | |
End of period, outstanding (in shares) | 786,552 | 859,148 | 731,234 |
Options exercisable (in shares) | 662,381 | ||
Weighted-Average Exercise Price | |||
Beginning of period (weighted-average price) | $ 11.73 | $ 12.69 | $ 12.18 |
Options granted (weighted-average price) | 5.88 | 4.20 | |
Options exercised (weighted-average price) | 4.95 | 4.95 | 4.95 |
Options canceled or forfeited (weighted-average price) | 12.16 | 6.97 | |
End of period (weighted-average price) | 12.10 | $ 11.73 | $ 12.69 |
Options exercisable (weighted-average price) | $ 13.29 | ||
2000 Equity Award Plan [Member] | |||
Stock Option Activity, Options | |||
Beginning of period, outstanding (in shares) | 245,300 | 295,425 | 447,550 |
Options exercised (in shares) | (65,300) | (80,000) | |
Options canceled or forfeited (in shares) | (50,125) | (72,125) | |
End of period, outstanding (in shares) | 180,000 | 245,300 | 295,425 |
Options exercisable (in shares) | 180,000 | ||
Weighted-Average Exercise Price | |||
Beginning of period (weighted-average price) | $ 5.62 | $ 5.89 | $ 5.42 |
Options exercised (weighted-average price) | 5.61 | 3.57 | |
Options canceled or forfeited (weighted-average price) | 7.18 | 5.57 | |
End of period (weighted-average price) | 5.63 | $ 5.62 | $ 5.89 |
Options exercisable (weighted-average price) | $ 5.63 |
Equity-Based Compensation - S_4
Equity-Based Compensation - Summary of Restricted Stock Activity Under the 2010 Plan, Equity Plan and the 1991 Restricted Stock Plan (Details) - Restricted Stock [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
2020 Equity Award Plan [Member] | |||
Restricted Stock Activity | |||
Restricted stock and stock units, granted | 267,036 | ||
Released (in shares) | (11,912) | ||
Canceled or forfeited (in shares) | (4,558) | ||
End of period, outstanding (in shares) | 250,566 | ||
Restricted stock grants (in shares) | 267,036 | ||
Weighted-Average Fair Value | |||
Restricted stock grants (weighted-average fair value) | $ 9.55 | ||
Released (weighted-average fair value) | 9.44 | ||
Canceled or forfeited (weighted-average fair value) | 10.11 | ||
End of period (weighted-average fair value) | $ 9.54 | ||
2010 Equity Award Plan [Member] | |||
Restricted Stock Activity | |||
Beginning of period, outstanding (in shares) | 1,484,985 | 1,146,884 | 850,927 |
Restricted stock and stock units, granted | 599,928 | 636,268 | |
Released (in shares) | (408,232) | (131,949) | (112,160) |
Canceled or forfeited (in shares) | (147,008) | (129,878) | (228,151) |
End of period, outstanding (in shares) | 929,745 | 1,484,985 | 1,146,884 |
Restricted stock grants (in shares) | 599,928 | 636,268 | |
Weighted-Average Fair Value | |||
Beginning of period (weighted-average fair value) | $ 5.35 | $ 5.49 | $ 6.65 |
Restricted stock grants (weighted-average fair value) | 5.02 | 4.42 | |
Released (weighted-average fair value) | 5.13 | 5.02 | 5.59 |
Canceled or forfeited (weighted-average fair value) | 7.68 | 5.41 | 6.80 |
End of period (weighted-average fair value) | $ 5.07 | $ 5.35 | $ 5.49 |
2000 Equity Award Plan [Member] | |||
Restricted Stock Activity | |||
Beginning of period, outstanding (in shares) | 40,000 | 40,000 | 40,000 |
Released (in shares) | (40,000) | ||
End of period, outstanding (in shares) | 40,000 | 40,000 | |
Weighted-Average Fair Value | |||
Beginning of period (weighted-average fair value) | $ 4.97 | $ 4.97 | $ 4.97 |
Released (weighted-average fair value) | $ 4.97 | ||
End of period (weighted-average fair value) | $ 4.97 | $ 4.97 | |
1991 Equity Award Plan [Member] | |||
Restricted Stock Activity | |||
Beginning of period, outstanding (in shares) | 10,980 | 24,375 | 56,117 |
Released (in shares) | (10,730) | (11,470) | (20,868) |
Canceled or forfeited (in shares) | (250) | (1,925) | (10,874) |
End of period, outstanding (in shares) | 10,980 | 24,375 | |
Weighted-Average Fair Value | |||
Beginning of period (weighted-average fair value) | $ 5.75 | $ 5.75 | $ 5.87 |
Released (weighted-average fair value) | 5.75 | 5.75 | 6.40 |
Canceled or forfeited (weighted-average fair value) | $ 5.75 | 5.75 | 5.15 |
End of period (weighted-average fair value) | $ 5.75 | $ 5.75 |
Equity-Based Compensation - S_5
Equity-Based Compensation - Summary of Stock Options Outstanding for the 2020 Plan, 2010 Plan and Equity Plan (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
2020 Equity Award Plan [Member] | |
Share-based Compensation Details | |
Number of options outstanding (in shares) | shares | 105,906 |
Weighted-average price | $ 9.17 |
Weighted average remaining contractual life | 9 years 2 months 12 days |
Aggregate intrinsic value | $ | $ 84,725 |
2020 Equity Award Plan [Member] | Range Of Exercise Prices917 To917 | |
Share-based Compensation Details | |
Number of options outstanding (in shares) | shares | 105,906 |
Weighted-average price | $ 9.17 |
Weighted average remaining contractual life | 9 years 2 months 12 days |
Aggregate intrinsic value | $ | $ 84,725 |
Exercise price range, lower limit | $ 9.17 |
Exercise price range, upper limit | $ 9.17 |
2010 Equity Award Plan [Member] | |
Share-based Compensation Details | |
Number of options outstanding (in shares) | shares | 786,552 |
Weighted-average price | $ 12.10 |
Aggregate intrinsic value | $ | $ 1,339,073 |
2010 Equity Award Plan [Member] | Range Of Exercise Prices420 To748 | |
Share-based Compensation Details | |
Number of options outstanding (in shares) | shares | 328,581 |
Weighted-average price | $ 5.89 |
Weighted average remaining contractual life | 6 years 7 months 6 days |
Aggregate intrinsic value | $ | $ 1,339,073 |
Exercise price range, lower limit | $ 4.20 |
Exercise price range, upper limit | $ 7.48 |
2010 Equity Award Plan [Member] | Range Of Exercise Prices1358 To1375 | |
Share-based Compensation Details | |
Number of options outstanding (in shares) | shares | 204,875 |
Weighted-average price | $ 13.59 |
Weighted average remaining contractual life | 4 years 9 months 18 days |
Exercise price range, lower limit | $ 13.58 |
Exercise price range, upper limit | $ 13.75 |
2010 Equity Award Plan [Member] | Range Of Exercise Prices1504 To1693 | |
Share-based Compensation Details | |
Number of options outstanding (in shares) | shares | 105,096 |
Weighted-average price | $ 15.83 |
Weighted average remaining contractual life | 1 year 6 months |
Exercise price range, lower limit | $ 15.04 |
Exercise price range, upper limit | $ 16.93 |
2010 Equity Award Plan [Member] | Range Of Exercise Prices2068 To2141 | |
Share-based Compensation Details | |
Number of options outstanding (in shares) | shares | 148,000 |
Weighted-average price | $ 21.17 |
Weighted average remaining contractual life | 4 years 8 months 12 days |
Exercise price range, lower limit | $ 20.68 |
Exercise price range, upper limit | $ 21.41 |
2000 Equity Award Plan [Member] | |
Share-based Compensation Details | |
Number of options outstanding (in shares) | shares | 180,000 |
Weighted-average price | $ 5.63 |
Weighted average remaining contractual life | 2 years |
Aggregate intrinsic value | $ | $ 781,800 |
2000 Equity Award Plan [Member] | Range Of Exercise Prices452 To478 | |
Share-based Compensation Details | |
Number of options outstanding (in shares) | shares | 80,000 |
Weighted-average price | $ 4.65 |
Weighted average remaining contractual life | 1 year 4 months 24 days |
Aggregate intrinsic value | $ | $ 425,600 |
Exercise price range, lower limit | $ 4.52 |
Exercise price range, upper limit | $ 4.78 |
2000 Equity Award Plan [Member] | Range Of Exercise Prices525 To718 | |
Share-based Compensation Details | |
Number of options outstanding (in shares) | shares | 100,000 |
Weighted-average price | $ 6.41 |
Weighted average remaining contractual life | 2 years 7 months 6 days |
Aggregate intrinsic value | $ | $ 356,200 |
Exercise price range, lower limit | $ 5.25 |
Exercise price range, upper limit | $ 7.18 |
Equity-Based Compensation - S_6
Equity-Based Compensation - Summary of Stock Options that are Exercisable for the 2020 Plan, 2010 Plan and the Equity Plan (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
2010 Equity Award Plan [Member] | |
Share-based Compensation Details | |
Options exercisable (in shares) | shares | 662,381 |
Outstanding, weighted-average exercise price | $ 13.29 |
Weighted average remaining contractual life | 4 years 6 months |
Aggregate intrinsic value | $ | $ 816,374 |
2010 Equity Award Plan [Member] | Range Of Exercise Prices420 To748 | |
Share-based Compensation Details | |
Options exercisable (in shares) | shares | 204,410 |
Outstanding, weighted-average exercise price | $ 5.98 |
Weighted average remaining contractual life | 5 years 8 months 12 days |
Aggregate intrinsic value | $ | $ 816,374 |
Exercise price range, lower limit | $ 4.20 |
Exercise price range, upper limit | $ 7.48 |
2010 Equity Award Plan [Member] | Range Of Exercise Prices1358 To1375 | |
Share-based Compensation Details | |
Options exercisable (in shares) | shares | 204,875 |
Outstanding, weighted-average exercise price | $ 13.59 |
Weighted average remaining contractual life | 4 years 9 months 18 days |
Exercise price range, lower limit | $ 13.58 |
Exercise price range, upper limit | $ 13.75 |
2010 Equity Award Plan [Member] | Range Of Exercise Prices1504 To1693 | |
Share-based Compensation Details | |
Options exercisable (in shares) | shares | 105,096 |
Outstanding, weighted-average exercise price | $ 15.83 |
Weighted average remaining contractual life | 1 year 6 months |
Exercise price range, lower limit | $ 15.04 |
Exercise price range, upper limit | $ 16.93 |
2010 Equity Award Plan [Member] | Range Of Exercise Prices2068 To2141 | |
Share-based Compensation Details | |
Options exercisable (in shares) | shares | 148,000 |
Outstanding, weighted-average exercise price | $ 21.17 |
Weighted average remaining contractual life | 4 years 8 months 12 days |
Exercise price range, lower limit | $ 20.68 |
Exercise price range, upper limit | $ 21.41 |
2000 Equity Award Plan [Member] | |
Share-based Compensation Details | |
Options exercisable (in shares) | shares | 180,000 |
Outstanding, weighted-average exercise price | $ 5.63 |
Weighted average remaining contractual life | 2 years |
Aggregate intrinsic value | $ | $ 781,800 |
2000 Equity Award Plan [Member] | Range Of Exercise Prices452 To478 | |
Share-based Compensation Details | |
Options exercisable (in shares) | shares | 80,000 |
Outstanding, weighted-average exercise price | $ 4.65 |
Weighted average remaining contractual life | 1 year 4 months 24 days |
Aggregate intrinsic value | $ | $ 425,600 |
Exercise price range, lower limit | $ 4.52 |
Exercise price range, upper limit | $ 4.78 |
2000 Equity Award Plan [Member] | Range Of Exercise Prices525 To718 | |
Share-based Compensation Details | |
Options exercisable (in shares) | shares | 100,000 |
Outstanding, weighted-average exercise price | $ 6.41 |
Weighted average remaining contractual life | 2 years 7 months 6 days |
Aggregate intrinsic value | $ | $ 356,200 |
Exercise price range, lower limit | $ 5.25 |
Exercise price range, upper limit | $ 7.18 |
Significant Clients - Additiona
Significant Clients - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)Client | Dec. 31, 2020USD ($)Client | Dec. 31, 2019USD ($)Client | |
Segment Reporting Information [Line Items] | |||
Accounts receivable, net | $ 84,252 | $ 76,892 | |
Number of major client | Client | 0 | 0 | 0 |
IBM [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | $ 74,800 | $ 77,500 | $ 84,900 |
Services agreement expiration date | Oct. 27, 2023 | ||
Accounts receivable, net | $ 8,900 | $ 11,300 | |
IBM [Member] | Customer Concentration Risk [Member] | Sales Revenue, Services, Net [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue, percent | 19.10% | 21.20% | 21.50% |
Segments and Enterprise-Wide _3
Segments and Enterprise-Wide Disclosures - Additional Information (Details) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021segment | Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of operating segments | segment | 3 | |||
Number of reportable segments | segment | 1 | |||
Depreciation | $ 2,000 | $ 1,900 | $ 1,900 | |
Goodwill | 19,676 | 21,275 | 16,681 | |
Europe IT Solutions and Services Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation | 300 | 200 | 200 | |
Goodwill | 18,300 | 21,300 | 16,700 | |
North America IT Solutions and Services Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation | 800 | 700 | 600 | |
Goodwill | $ 1,400 | |||
Minimum [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Percentage of revenue | 5.00% | |||
Maximum [Member] | Non Strategic Technology Services | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation | $ 100 | $ 100 | $ 100 | |
Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Number of operating segments | segment | 1 | 1 |
Segments and Enterprise-Wide _4
Segments and Enterprise-Wide Disclosures - Schedule of Operating Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 392,285 | $ 366,091 | $ 394,170 |
Direct costs | 305,835 | 289,133 | 319,135 |
Gross profit | 86,450 | 76,958 | 75,035 |
Operating expenses | 40,132 | 36,726 | 39,342 |
Contribution profit | 46,318 | 40,232 | 35,693 |
General and administrative expenses | 33,576 | 31,102 | 28,781 |
Operating income | 12,742 | 9,130 | 6,912 |
North America I T Solutions And Services Segment | |||
Segment Reporting Information [Line Items] | |||
Revenue | 101,506 | 67,948 | 74,123 |
Direct costs | 68,885 | 43,953 | 50,457 |
Gross profit | 32,621 | 23,995 | 23,666 |
Operating expenses | 13,883 | 9,368 | 8,998 |
Contribution profit | 18,738 | 14,627 | 14,668 |
Europe I T Solutions And Services Segment | |||
Segment Reporting Information [Line Items] | |||
Revenue | 169,341 | 154,847 | 148,108 |
Direct costs | 129,030 | 117,029 | 114,839 |
Gross profit | 40,311 | 37,818 | 33,269 |
Operating expenses | 21,345 | 20,366 | 19,825 |
Contribution profit | 18,966 | 17,452 | 13,444 |
Non Strategic Technology Services | |||
Segment Reporting Information [Line Items] | |||
Revenue | 121,438 | 143,296 | 171,939 |
Direct costs | 107,920 | 128,151 | 153,839 |
Gross profit | 13,518 | 15,145 | 18,100 |
Operating expenses | 4,904 | 6,992 | 10,519 |
Contribution profit | $ 8,614 | $ 8,153 | $ 7,581 |
Segments and Enterprise-Wide _5
Segments and Enterprise-Wide Disclosures - Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Enterprise-Wide Disclosures | ||||
Revenue | $ 392,285 | $ 366,091 | $ 394,170 | |
Long-lived assets | 12,522 | 14,612 | 14,818 | |
Deferred tax assets, net of valuation allowance | 4,946 | 393 | 453 | |
United States [Member] | ||||
Enterprise-Wide Disclosures | ||||
Revenue | 215,637 | 203,495 | 241,038 | |
Long-lived assets | 2,081 | 1,710 | 3,534 | |
Deferred tax assets, net of valuation allowance | 4,612 | 78 | ||
Belgium [Member] | ||||
Enterprise-Wide Disclosures | ||||
Revenue | [1] | 68,109 | 59,851 | 52,468 |
Luxembourg [Member] | ||||
Enterprise-Wide Disclosures | ||||
Revenue | [2] | 72,699 | 66,411 | 64,852 |
Long-lived assets | [2] | 3,125 | 3,879 | 3,965 |
Other Countries [Member] | ||||
Enterprise-Wide Disclosures | ||||
Revenue | 35,840 | 36,334 | 35,812 | |
Long-lived assets | 1,653 | 2,182 | 2,195 | |
Foreign Countries [Member] | ||||
Enterprise-Wide Disclosures | ||||
Revenue | 176,648 | 162,596 | 153,132 | |
France [Member] | ||||
Enterprise-Wide Disclosures | ||||
Long-lived assets | [3] | 5,663 | 6,841 | 5,124 |
Europe [Member] | ||||
Enterprise-Wide Disclosures | ||||
Deferred tax assets, net of valuation allowance | $ 334 | $ 393 | $ 375 | |
[1] | Revenue for our Belgium operations has been disclosed separately as it exceeds 10% of consolidated revenue in at least one of the years presented. | |||
[2] | Revenue and long-lived assets for our Luxembourg operations have been disclosed separately as they exceed 10% of the consolidated balances in at least one of the years presented | |||
[3] | Long-lived assets for our France operations have been disclosed separately as they exceed 10% of consolidated long-lived assets in at least one of the years presented. |
Schedule II-Valuation and Qua_2
Schedule II-Valuation and Qualifying Accounts - (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Valuation And Qualifying Accounts [Abstract] | ||||
Allowance for doubtful accounts, Balance at January 1 | $ 561 | $ 84 | $ 104 | |
Allowance for doubtful accounts additions | [1] | 447 | 595 | 15 |
Allowance for doubtful accounts, Deductions | [1] | (427) | (118) | (35) |
Allowance for doubtful accounts, Balance at December 31 | 581 | 561 | 84 | |
Deferred tax asset valuation allowance, Balance at January 1 | 7,664 | 5,695 | 5,590 | |
Deferred tax asset valuation allowance, Additions | [2] | 207 | 2,389 | 886 |
Deferred tax asset valuation allowance, Deductions | [2] | (5,743) | (420) | (781) |
Deferred tax asset valuation allowance, Balance at December 31 | $ 2,128 | $ 7,664 | $ 5,695 | |
[1] | 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 | |||
[2] | These balances primarily reflect additions or deductions to the valuation allowance associated with the U.S. deferred tax assets, reversal of the valuation allowance against the U.S., U.K. and India deferred tax assets, changes in foreign currency exchange rates, and deductions for expiring net operating loss carryforwards |