![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Computer Task Grp., Incorporated (MM) | NASDAQ:CTGX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 22.97 | 0 | 01:00:00 |
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
New York
|
|
16-0912632
|
(State of incorporation)
|
|
(I.R.S. Employer Identification No.)
|
800 Delaware Avenue, Buffalo, New York
|
|
14209
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrant’s telephone number, including area code: (716) 882-8000
|
|
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, $.01 par value
|
|
The NASDAQ Stock Market LLC
|
Rights to Purchase Series A
Participating Preferred Stock
|
|
The NASDAQ Stock Market LLC
|
Large accelerated filer
|
¨
|
Accelerated filer
|
x
|
|
|
|
|
Non-accelerated filer
|
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
Section
|
|
Page
|
Part I
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Part II
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
Part III
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
Part IV
|
|
|
Item 15.
|
Item 1.
|
Business
|
•
|
IT Solutions
:
CTG’s services in this area include helping clients assess their business needs and identifying the right IT solutions to meet these needs. The delivery of services includes the selection and implementation of packaged software and the design, development, testing, and integration of new systems, and the development and implementation of customized software and solutions designed to fit the needs of a specific client or vertical market.
|
•
|
IT Staffing:
CTG recruits, retains, and manages IT talent for its clients, which are primarily large technology service providers and companies with multiple locations and significant need for high-volume external IT resources. The Company also supports larger companies and organizations that need to augment their own IT staff on a flexible basis. Our clients may require the services of our IT talent on a temporary or long-term basis. Our IT professionals generally work with the client’s internal IT staff at client sites. Our recruiting organization works with customers to define their staffing requirements and develop competitive pricing to meet those requirements.
|
|
2012
|
|
2011
|
|
2010
|
|||
IT solutions
|
41
|
%
|
|
37
|
%
|
|
34
|
%
|
IT staffing
|
59
|
%
|
|
63
|
%
|
|
66
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
2012
|
|
2011
|
|
2010
|
|||
Healthcare
|
33
|
%
|
|
30
|
%
|
|
27
|
%
|
Technology service providers
|
31
|
%
|
|
34
|
%
|
|
36
|
%
|
Financial services
|
6
|
%
|
|
7
|
%
|
|
6
|
%
|
Energy
|
6
|
%
|
|
6
|
%
|
|
7
|
%
|
General markets
|
24
|
%
|
|
23
|
%
|
|
24
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
2012
|
|
2011
|
|
2010
|
|||
Time-and-material
|
90
|
%
|
|
91
|
%
|
|
91
|
%
|
Progress billing
|
8
|
%
|
|
7
|
%
|
|
6
|
%
|
Percentage-of-completion
|
2
|
%
|
|
2
|
%
|
|
3
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
2012
|
|
2011
|
|
2010
|
||||||
(amounts in thousands)
|
|
|
|
|
|
||||||
Revenue from External Customers:
|
|
|
|
|
|
||||||
United States
|
$
|
355,022
|
|
|
$
|
328,422
|
|
|
$
|
269,071
|
|
Belgium
(1)
|
41,957
|
|
|
43,011
|
|
|
41,317
|
|
|||
Other European countries
|
26,653
|
|
|
23,969
|
|
|
19,396
|
|
|||
Other country
|
783
|
|
|
873
|
|
|
1,623
|
|
|||
Total revenue
|
$
|
424,415
|
|
|
$
|
396,275
|
|
|
$
|
331,407
|
|
Operating Income:
|
|
|
|
|
|
||||||
United States
|
$
|
21,203
|
|
|
$
|
16,508
|
|
|
$
|
12,401
|
|
Europe
|
3,209
|
|
|
2,729
|
|
|
1,465
|
|
|||
Other country
|
50
|
|
|
73
|
|
|
64
|
|
|||
Total operating income
|
$
|
24,462
|
|
|
$
|
19,310
|
|
|
$
|
13,930
|
|
Total Assets:
|
|
|
|
|
|
||||||
United States
|
$
|
132,795
|
|
|
$
|
119,912
|
|
|
$
|
104,914
|
|
Belgium
(1)
|
18,908
|
|
|
15,148
|
|
|
13,326
|
|
|||
Other European countries
|
14,211
|
|
|
12,133
|
|
|
11,575
|
|
|||
Other country
|
291
|
|
|
299
|
|
|
458
|
|
|||
Total assets
|
$
|
166,205
|
|
|
$
|
147,492
|
|
|
$
|
130,273
|
|
(1)
|
Revenue and total assets for Belgium have been disclosed separately as they exceed 10% of the consolidated balances in certain of the years presented.
|
Name
|
Age
|
|
Office
|
Period During
Which Served
as Executive Officer
|
Other Positions
and Offices
with Registrant
|
James R. Boldt
|
61
|
|
Chairman, President and Chief Executive Officer
|
June 21, 2001 for President, July 16, 2001 for Chief Executive Officer, May 2002 for Chairman, all to date
|
Director
|
|
|
Executive Vice President
|
February 2001 to June 2001
|
|
|
|
|
Vice President, Strategic Staffing
|
December 2000 to September 2001
|
|
|
|
|
Acting Chief Executive Officer
|
June 2000 to November 2000
|
|
|
|
|
Vice President and Chief Financial Officer
|
February 12, 1996 to October 1, 2001
|
|
|
Michael J. Colson
|
50
|
|
Senior Vice President
|
January 3, 2005 to date
|
None
|
Arthur W. Crumlish
|
58
|
|
Senior Vice President
|
September 24, 2001 to date
|
None
|
Filip J. L. Gydé
|
52
|
|
Senior Vice President
|
October 1, 2000 to date
|
None
|
Brendan M. Harrington
|
46
|
|
Senior Vice President, Chief Financial Officer
|
September 13, 2006 to date
|
None
|
|
|
Interim Chief Financial Officer
|
October 17, 2005 to September 12, 2006
|
None
|
|
Peter P. Radetich
|
58
|
|
Senior Vice President, General Counsel
|
April 28, 1999 to date
|
Secretary
|
Ted Reynolds
|
57
|
|
Vice President, Health Solutions
|
March 7, 2011 to date
|
None
|
Item 1A.
|
Risk Factors
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
Stock Price
|
High
|
|
Low
|
||||
Year ended December 31, 2012
|
|
|
|
||||
Fourth Quarter
|
$
|
19.14
|
|
|
$
|
16.20
|
|
Third Quarter
|
$
|
16.66
|
|
|
$
|
13.71
|
|
Second Quarter
|
$
|
15.53
|
|
|
$
|
11.79
|
|
First Quarter
|
$
|
15.45
|
|
|
$
|
13.39
|
|
Year ended December 31, 2011
|
|
|
|
||||
Fourth Quarter
|
$
|
14.50
|
|
|
$
|
9.68
|
|
Third Quarter
|
$
|
14.25
|
|
|
$
|
9.47
|
|
Second Quarter
|
$
|
15.00
|
|
|
$
|
11.19
|
|
First Quarter
|
$
|
13.58
|
|
|
$
|
10.65
|
|
Period
|
Total
Number
of Shares
Purchased
|
|
Average
Price
Paid per
Share*
|
|
Total Number of
Shares
Purchased as
Part of Publicly
Announced Plans
or Programs
|
|
Maximum
Number of
Shares that May
Yet be Purchased
Under the Plans
or Programs
|
|||||
September 29 – October 31
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
559,794
|
|
November 1 – November 30
|
24,762
|
|
|
$
|
17.55
|
|
|
24,762
|
|
|
535,032
|
|
December 1 – December 31
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
535,032
|
|
Total
|
24,762
|
|
|
$
|
17.55
|
|
|
24,762
|
|
|
|
*
|
Excludes broker commissions
|
|
Base
Period
|
|
Indexed Returns
Years Ending
|
||||||||||||||||||||
|
Dec. 07
|
|
Dec. 08
|
|
Dec. 09
|
|
Dec. 10
|
|
Dec. 11
|
|
Dec. 12
|
||||||||||||
Computer Task Group, Inc.
|
$
|
100.00
|
|
|
$
|
58.23
|
|
|
$
|
144.85
|
|
|
$
|
196.75
|
|
|
$
|
254.61
|
|
|
$
|
329.66
|
|
S&P 500 Index
|
$
|
100.00
|
|
|
$
|
63.00
|
|
|
$
|
79.67
|
|
|
$
|
91.68
|
|
|
$
|
93.61
|
|
|
$
|
108.59
|
|
Dow Jones U.S. Computer Services Index
|
$
|
100.00
|
|
|
$
|
75.32
|
|
|
$
|
121.10
|
|
|
$
|
139.53
|
|
|
$
|
165.58
|
|
|
$
|
182.17
|
|
Item 6.
|
Selected Financial Data
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
(amounts in millions, except per-share data)
|
(1)
|
|
|
|
|
|
|
|
|
||||||||||
Operating Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
424.4
|
|
|
$
|
396.3
|
|
|
$
|
331.4
|
|
|
$
|
275.6
|
|
|
$
|
353.2
|
|
Operating Income
|
$
|
24.5
|
|
|
$
|
19.3
|
|
|
$
|
13.9
|
|
|
$
|
9.9
|
|
|
$
|
13.1
|
|
Net Income
|
$
|
16.2
|
|
|
$
|
11.9
|
|
|
$
|
8.4
|
|
|
$
|
5.9
|
|
|
$
|
7.8
|
|
Basic net income per share
|
$
|
1.07
|
|
|
$
|
0.80
|
|
|
$
|
0.57
|
|
|
$
|
0.40
|
|
|
$
|
0.51
|
|
Diluted net income per share
|
$
|
0.96
|
|
|
$
|
0.71
|
|
|
$
|
0.52
|
|
|
$
|
0.38
|
|
|
$
|
0.49
|
|
Cash dividend per share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Position
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
$
|
63.5
|
|
|
$
|
45.4
|
|
|
$
|
33.0
|
|
|
$
|
25.8
|
|
|
$
|
24.8
|
|
Total assets
|
$
|
166.2
|
|
|
$
|
147.5
|
|
|
$
|
130.3
|
|
|
$
|
114.7
|
|
|
$
|
115.8
|
|
Long-term debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Shareholders’ equity
|
$
|
102.8
|
|
|
$
|
88.8
|
|
|
$
|
77.9
|
|
|
$
|
71.7
|
|
|
$
|
67.6
|
|
(1)
|
During 2012, the Company received life insurance proceeds upon the death of two of its former executives. In total, the Company received $1.3 million, which is included in net income, and equaled $0.08 basic and diluted net income per share.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
2012
|
|
2011
|
|
2010
|
|||
IT solutions
|
41
|
%
|
|
37
|
%
|
|
34
|
%
|
IT staffing
|
59
|
%
|
|
63
|
%
|
|
66
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
2012
|
|
2011
|
|
2010
|
|||
Healthcare
|
33
|
%
|
|
30
|
%
|
|
27
|
%
|
Technology service providers
|
31
|
%
|
|
34
|
%
|
|
36
|
%
|
Financial services
|
6
|
%
|
|
7
|
%
|
|
6
|
%
|
Energy
|
6
|
%
|
|
6
|
%
|
|
7
|
%
|
General markets
|
24
|
%
|
|
23
|
%
|
|
24
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
2012
|
|
2011
|
|
2010
|
|||
Time-and-material
|
90
|
%
|
|
91
|
%
|
|
91
|
%
|
Progress billing
|
8
|
%
|
|
7
|
%
|
|
6
|
%
|
Percentage-of-completion
|
2
|
%
|
|
2
|
%
|
|
3
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Year Ended December 31,
|
2012
|
|
2011
|
|
2010
|
|||
(percentage of revenue)
|
|
|
|
|
|
|||
Revenue
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Direct costs
|
78.4
|
%
|
|
78.7
|
%
|
|
78.5
|
%
|
Selling, general and administrative expenses
|
15.8
|
%
|
|
16.4
|
%
|
|
17.3
|
%
|
Operating income
|
5.8
|
%
|
|
4.9
|
%
|
|
4.2
|
%
|
Interest and other income (expense), net
|
0.2
|
%
|
|
(0.1
|
)%
|
|
(0.1
|
)%
|
Income before income taxes
|
6.0
|
%
|
|
4.8
|
%
|
|
4.1
|
%
|
Provision for income taxes
|
2.2
|
%
|
|
1.8
|
%
|
|
1.6
|
%
|
Net income
|
3.8
|
%
|
|
3.0
|
%
|
|
2.5
|
%
|
|
|
|
|
|
|
|
|
|
Year-over-
|
|||||||
Year Ended December 31,
|
% of total
|
|
2012
|
|
% of total
|
|
2011
|
|
Year Change
|
|||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|||||||
North America
|
83.8
|
%
|
|
$
|
355,805
|
|
|
83.1
|
%
|
|
$
|
329,295
|
|
|
8.1
|
%
|
Europe
|
16.2
|
%
|
|
68,610
|
|
|
16.9
|
%
|
|
66,980
|
|
|
2.4
|
%
|
||
Total
|
100.0
|
%
|
|
$
|
424,415
|
|
|
100.0
|
%
|
|
$
|
396,275
|
|
|
7.1
|
%
|
|
|
|
|
|
|
|
|
|
Year-over-
|
|||||||
Year Ended December 31,
|
% of total
|
|
2011
|
|
% of total
|
|
2010
|
|
Year Change
|
|||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|||||||
North America
|
83.1
|
%
|
|
$
|
329,295
|
|
|
81.7
|
%
|
|
$
|
270,694
|
|
|
21.6
|
%
|
Europe
|
16.9
|
%
|
|
66,980
|
|
|
18.3
|
%
|
|
60,713
|
|
|
10.3
|
%
|
||
Total
|
100.0
|
%
|
|
$
|
396,275
|
|
|
100.0
|
%
|
|
$
|
331,407
|
|
|
19.6
|
%
|
(in millions)
|
|
|
|
Total
|
|
Less
than
1 year
|
|
Years
2-3
|
|
Years
4-5
|
|
More
than
5 years
|
||||||||||
Long-term debt
|
|
A
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Capital lease obligations
|
|
B
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations
|
|
C
|
|
13.9
|
|
|
4.7
|
|
|
6.2
|
|
|
2.2
|
|
|
0.8
|
|
|||||
Purchase obligations
|
|
D
|
|
2.0
|
|
|
1.6
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|||||
Deferred compensation benefits (U.S.)
|
|
E
|
|
8.4
|
|
|
1.0
|
|
|
1.5
|
|
|
1.3
|
|
|
4.6
|
|
|||||
Deferred compensation benefits Europe
|
|
F
|
|
3.8
|
|
|
0.1
|
|
|
0.3
|
|
|
0.4
|
|
|
3.0
|
|
|||||
Other long-term liabilities
|
|
G
|
|
0.4
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
|||||
Total
|
|
|
|
$
|
28.5
|
|
|
$
|
7.4
|
|
|
$
|
8.5
|
|
|
$
|
4.0
|
|
|
$
|
8.6
|
|
A
|
A $35.0 million revolving credit agreement (Agreement) that expires in April 2014. The Company uses this Agreement to fund its working capital obligations as needed, primarily funding the U.S. bi-weekly payroll. There were no borrowings outstanding under the Agreement at December 31, 2012. The Company does currently have one outstanding letter of credit under the Agreement totaling approximately $0.5 million that collateralizes an employee benefit program.
|
B
|
The Company does not have any capital lease obligations outstanding at December 31, 2012.
|
C
|
Operating lease obligations relate to the rental of office space, office equipment, and automobiles leased in the Company’s European operations. Total rental expense under operating leases in 2012, 2011, and 2010 was approximately $6.3 million, $6.8 million, and $6.4 million, respectively.
|
D
|
The Company’s purchase obligations in 2013, 2014 and 2015 total approximately $2.0 million, including $0.8 million for software maintenance, support and related fees, $0.3 million for telecommunications, $0.3 million for computer-based training courses, $0.2 million for professional organization memberships, $0.2 million for facilities, and $0.2 million for recruiting services.
|
E
|
The Company is committed for deferred compensation benefits in the U.S. under two plans. The Executive Supplemental Benefit Plan (ESBP) provides certain former key executives with deferred compensation benefits. The ESBP was amended as of November 30, 1994 to freeze benefits for participants at that time. Currently, 15 individuals are receiving benefits under this plan. The ESBP is deemed to be unfunded as the Company has not specifically identified Company assets to be used to discharge the deferred compensation benefit liabilities.
|
F
|
The Company retained a contributory defined-benefit plan for its previous employees located in the Netherlands when the Company disposed of its subsidiary, CTG Nederland B.V. This plan was curtailed on January 1, 2003 for additional contributions. The Company does not anticipate making additional contributions to fund the plan in future years.
|
G
|
The Company has other long-term liabilities including payments for a postretirement benefit plan for six retired employees and their spouses, totaling nine participants.
|
Item 7A.
|
Quantitative and Qualitative Disclosure About Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
Year Ended December 31,
|
2012
|
|
2011
|
|
2010
|
||||||
(amounts in thousands, except per-share data)
|
|
|
|
|
|
||||||
Revenue
|
$
|
424,415
|
|
|
$
|
396,275
|
|
|
$
|
331,407
|
|
Direct costs
|
333,086
|
|
|
311,984
|
|
|
260,172
|
|
|||
Selling, general and administrative expenses
|
66,867
|
|
|
64,981
|
|
|
57,305
|
|
|||
Operating income
|
24,462
|
|
|
19,310
|
|
|
13,930
|
|
|||
Interest and other income
|
1,424
|
|
|
231
|
|
|
102
|
|
|||
Interest and other expense
|
441
|
|
|
418
|
|
|
263
|
|
|||
Income before income taxes
|
25,445
|
|
|
19,123
|
|
|
13,769
|
|
|||
Provision for income taxes
|
9,280
|
|
|
7,185
|
|
|
5,397
|
|
|||
Net income
|
$
|
16,165
|
|
|
$
|
11,938
|
|
|
$
|
8,372
|
|
Net income per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.07
|
|
|
$
|
0.80
|
|
|
$
|
0.57
|
|
Diluted
|
$
|
0.96
|
|
|
$
|
0.71
|
|
|
$
|
0.52
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
15,172
|
|
|
14,968
|
|
|
14,697
|
|
|||
Diluted
|
16,841
|
|
|
16,731
|
|
|
16,073
|
|
Year Ended December 31,
|
2012
|
|
2011
|
|
2010
|
||||||
(amounts in thousands)
|
|
|
|
|
|
||||||
Net Income
|
$
|
16,165
|
|
|
$
|
11,938
|
|
|
$
|
8,372
|
|
Foreign currency adjustment
|
370
|
|
|
(326
|
)
|
|
(1,093
|
)
|
|||
Pension loss adjustment, net of taxes of $(396), $295, and $247 in 2012, 2011, and 2010, respectively
|
(2,820
|
)
|
|
(1,743
|
)
|
|
(542
|
)
|
|||
Comprehensive income
|
$
|
13,715
|
|
|
$
|
9,869
|
|
|
$
|
6,737
|
|
December 31,
|
2012
|
|
2011
|
||||
(amounts in thousands, except share balances)
|
|
|
|
||||
Assets
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
40,614
|
|
|
$
|
22,414
|
|
Accounts receivable, net of allowances of $862 and $965 in 2012 and 2011, respectively
|
70,459
|
|
|
67,801
|
|
||
Prepaid and other current assets
|
1,450
|
|
|
1,876
|
|
||
Deferred income taxes
|
1,145
|
|
|
1,221
|
|
||
Total current assets
|
113,668
|
|
|
93,312
|
|
||
Property, equipment and capitalized software, net
|
6,916
|
|
|
7,969
|
|
||
Goodwill
|
35,678
|
|
|
35,678
|
|
||
Deferred income taxes
|
6,435
|
|
|
7,062
|
|
||
Other assets
|
2,871
|
|
|
2,921
|
|
||
Investments
|
637
|
|
|
550
|
|
||
Total assets
|
$
|
166,205
|
|
|
$
|
147,492
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
10,170
|
|
|
$
|
9,532
|
|
Accrued compensation
|
32,162
|
|
|
30,971
|
|
||
Advance billings on contracts
|
2,481
|
|
|
1,756
|
|
||
Other current liabilities
|
4,747
|
|
|
3,972
|
|
||
Income taxes payable
|
641
|
|
|
1,695
|
|
||
Total current liabilities
|
50,201
|
|
|
47,926
|
|
||
Deferred compensation benefits
|
12,847
|
|
|
10,231
|
|
||
Other long-term liabilities
|
376
|
|
|
530
|
|
||
Total liabilities
|
63,424
|
|
|
58,687
|
|
||
Shareholders’ Equity:
|
|
|
|
||||
Common stock, par value $0.01 per share, 150,000,000 shares authorized; 27,017,824 shares issued
|
270
|
|
|
270
|
|
||
Capital in excess of par value
|
119,183
|
|
|
115,895
|
|
||
Retained earnings
|
99,644
|
|
|
83,479
|
|
||
Less: Treasury stock of 8,276,014 and 8,540,864 shares at cost, in 2012 and 2011, respectively
|
(50,302
|
)
|
|
(47,320
|
)
|
||
Stock Trusts of 3,363,351 shares at cost in both periods
|
(55,083
|
)
|
|
(55,083
|
)
|
||
Other
|
(251
|
)
|
|
(206
|
)
|
||
Accumulated other comprehensive loss
|
(10,680
|
)
|
|
(8,230
|
)
|
||
Total shareholders’ equity
|
102,781
|
|
|
88,805
|
|
||
Total liabilities and shareholders’ equity
|
$
|
166,205
|
|
|
$
|
147,492
|
|
Year Ended December 31,
|
2012
|
|
2011
|
|
2010
|
||||||
(amounts in thousands)
|
|
|
|
|
|
||||||
Cash flow from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
16,165
|
|
|
$
|
11,938
|
|
|
$
|
8,372
|
|
Adjustments:
|
|
|
|
|
|
||||||
Depreciation and amortization expense
|
2,919
|
|
|
2,271
|
|
|
1,711
|
|
|||
Equity-based compensation expense
|
2,236
|
|
|
1,654
|
|
|
1,349
|
|
|||
Deferred income taxes
|
116
|
|
|
(883
|
)
|
|
(154
|
)
|
|||
Deferred compensation
|
600
|
|
|
(1,036
|
)
|
|
(343
|
)
|
|||
(Gain) loss on sales of property and equipment
|
20
|
|
|
(136
|
)
|
|
(9
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Increase in accounts receivable
|
(2,239
|
)
|
|
(10,561
|
)
|
|
(13,210
|
)
|
|||
(Increase) decrease in prepaid and other current assets
|
403
|
|
|
93
|
|
|
(51
|
)
|
|||
Decrease in other assets
|
50
|
|
|
1,091
|
|
|
1,318
|
|
|||
Increase (decrease) in accounts payable
|
(293
|
)
|
|
1,250
|
|
|
(581
|
)
|
|||
Increase in accrued compensation
|
1,002
|
|
|
1,530
|
|
|
9,962
|
|
|||
Increase (decrease) in income taxes payable
|
(1,067
|
)
|
|
1,176
|
|
|
526
|
|
|||
Increase (decrease) in advance billings on contracts
|
707
|
|
|
(568
|
)
|
|
850
|
|
|||
Increase (decrease) in other current liabilities
|
732
|
|
|
733
|
|
|
(493
|
)
|
|||
Increase (decrease) in other long-term liabilities
|
(195
|
)
|
|
53
|
|
|
(82
|
)
|
|||
Net cash provided by operating activities
|
21,156
|
|
|
8,605
|
|
|
9,165
|
|
|||
Cash flow from investing activities:
|
|
|
|
|
|
||||||
Additions to property and equipment
|
(1,872
|
)
|
|
(1,584
|
)
|
|
(1,000
|
)
|
|||
Additions to capitalized software
|
—
|
|
|
(364
|
)
|
|
(1,016
|
)
|
|||
Deferred compensation plan investments, net
|
(113
|
)
|
|
97
|
|
|
24
|
|
|||
Proceeds from sales of property and equipment
|
5
|
|
|
176
|
|
|
41
|
|
|||
Net cash used in investing activities
|
(1,980
|
)
|
|
(1,675
|
)
|
|
(1,951
|
)
|
|||
Cash flow from financing activities:
|
|
|
|
|
|
||||||
Proceeds from stock option plan exercises
|
1,144
|
|
|
2,007
|
|
|
781
|
|
|||
Excess tax benefits from equity-based compensation
|
2,615
|
|
|
1,801
|
|
|
242
|
|
|||
Proceeds from Employee Stock Purchase Plan
|
294
|
|
|
274
|
|
|
178
|
|
|||
Change in cash overdraft, net
|
(777
|
)
|
|
539
|
|
|
(321
|
)
|
|||
Purchase of stock for treasury
|
(4,591
|
)
|
|
(3,601
|
)
|
|
(2,993
|
)
|
|||
Net cash provided by (used in) financing activities
|
(1,315
|
)
|
|
1,020
|
|
|
(2,113
|
)
|
|||
Effect of exchange rates on cash and cash equivalents
|
339
|
|
|
(373
|
)
|
|
(687
|
)
|
|||
Net increase in cash and cash equivalents
|
18,200
|
|
|
7,577
|
|
|
4,414
|
|
|||
Cash and cash equivalents at beginning of year
|
22,414
|
|
|
14,837
|
|
|
10,423
|
|
|||
Cash and cash equivalents at end of year
|
$
|
40,614
|
|
|
$
|
22,414
|
|
|
$
|
14,837
|
|
|
Common Stock
|
|
Capital in
Excess of Par
Value
|
|
Retained
Earnings
|
|
Treasury Stock
|
|
Stock Trusts
|
|
Accumulated
Other
Comprehensive
Income (loss)
|
|
|
|
Total
Shareholders’
Equity
|
|||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Other
|
|
||||||||||||||||||||||||||
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balances as of December 31, 2009
|
27,018
|
|
|
$
|
270
|
|
|
$
|
112,473
|
|
|
$
|
63,169
|
|
|
8,877
|
|
|
$
|
(44,585
|
)
|
|
3,363
|
|
|
$
|
(55,083
|
)
|
|
$
|
(4,526
|
)
|
|
$
|
—
|
|
|
$
|
71,718
|
|
Employee Stock Purchase Plan share issuance
|
—
|
|
|
—
|
|
|
64
|
|
|
—
|
|
|
(22
|
)
|
|
114
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
178
|
|
||||||||
Stock Option Plan share issuance, net
|
—
|
|
|
—
|
|
|
(155
|
)
|
|
—
|
|
|
(181
|
)
|
|
891
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
736
|
|
||||||||
Excess tax benefits from equity-based compensation
|
—
|
|
|
—
|
|
|
242
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
242
|
|
||||||||
Restricted stock plan share issuance/forfeiture
|
—
|
|
|
—
|
|
|
(389
|
)
|
|
—
|
|
|
(58
|
)
|
|
224
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(165
|
)
|
||||||||
Deferred compensation plan share issuance
|
—
|
|
|
—
|
|
|
94
|
|
|
—
|
|
|
(34
|
)
|
|
171
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(147
|
)
|
|
118
|
|
||||||||
Purchase of stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
381
|
|
|
(2,993
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,993
|
)
|
||||||||
Equity-based compensation
|
—
|
|
|
—
|
|
|
1,349
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,349
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
8,372
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,372
|
|
||||||||
Foreign currency adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,093
|
)
|
|
—
|
|
|
(1,093
|
)
|
||||||||
Pension loss adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(542
|
)
|
|
—
|
|
|
(542
|
)
|
||||||||
Balances as of December 31, 2010
|
27,018
|
|
|
270
|
|
|
113,678
|
|
|
71,541
|
|
|
8,963
|
|
|
(46,178
|
)
|
|
3,363
|
|
|
(55,083
|
)
|
|
(6,161
|
)
|
|
(147
|
)
|
|
77,920
|
|
||||||||
Employee Stock Purchase Plan share issuance
|
—
|
|
|
—
|
|
|
155
|
|
|
—
|
|
|
(22
|
)
|
|
119
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
274
|
|
||||||||
Stock Option Plan share issuance, net
|
—
|
|
|
—
|
|
|
(879
|
)
|
|
—
|
|
|
(637
|
)
|
|
2,806
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,927
|
|
||||||||
Excess tax benefits from equity-based compensation
|
—
|
|
|
—
|
|
|
1,801
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,801
|
|
||||||||
Restricted stock plan share issuance/forfeiture
|
—
|
|
|
—
|
|
|
(666
|
)
|
|
—
|
|
|
(50
|
)
|
|
(581
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,247
|
)
|
||||||||
Deferred compensation plan share issuance
|
—
|
|
|
—
|
|
|
152
|
|
|
—
|
|
|
(21
|
)
|
|
115
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
|
208
|
|
||||||||
Purchase of stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
308
|
|
|
(3,601
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,601
|
)
|
||||||||
Equity-based compensation
|
—
|
|
|
—
|
|
|
1,654
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,654
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
11,938
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,938
|
|
||||||||
Foreign currency adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(326
|
)
|
|
—
|
|
|
(326
|
)
|
||||||||
Pension loss adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,743
|
)
|
|
—
|
|
|
(1,743
|
)
|
||||||||
Balances as of December 31, 2011
|
27,018
|
|
|
270
|
|
|
115,895
|
|
|
83,479
|
|
|
8,541
|
|
|
(47,320
|
)
|
|
3,363
|
|
|
(55,083
|
)
|
|
(8,230
|
)
|
|
(206
|
)
|
|
88,805
|
|
|
Common Stock
|
|
Capital in
Excess of Par
Value
|
|
Retained
Earnings
|
|
Treasury Stock
|
|
Stock Trusts
|
|
Accumulated
Other
Comprehensive
Income (loss)
|
|
|
|
Total
Shareholders’
Equity
|
|||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Other
|
|
||||||||||||||||||||||||||
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balances as of December 31, 2011
|
27,018
|
|
|
270
|
|
|
115,895
|
|
|
83,479
|
|
|
8,541
|
|
|
(47,320
|
)
|
|
3,363
|
|
|
(55,083
|
)
|
|
(8,230
|
)
|
|
(206
|
)
|
|
88,805
|
|
||||||||
Employee Stock Purchase Plan share issuance
|
—
|
|
|
—
|
|
|
181
|
|
|
—
|
|
|
(19
|
)
|
|
113
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
294
|
|
||||||||
Stock Option Plan share issuance, net
|
—
|
|
|
—
|
|
|
(1,310
|
)
|
|
—
|
|
|
(476
|
)
|
|
1,533
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
223
|
|
||||||||
Excess tax benefits from equity-based compensation
|
—
|
|
|
—
|
|
|
2,615
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,615
|
|
||||||||
Restricted stock plan share issuance/forfeiture
|
—
|
|
|
—
|
|
|
(660
|
)
|
|
—
|
|
|
(70
|
)
|
|
(164
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(824
|
)
|
||||||||
Deferred compensation plan share issuance
|
—
|
|
|
—
|
|
|
226
|
|
|
—
|
|
|
(26
|
)
|
|
127
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
308
|
|
||||||||
Purchase of stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
326
|
|
|
(4,591
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,591
|
)
|
||||||||
Equity-based compensation
|
—
|
|
|
—
|
|
|
2,236
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,236
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
16,165
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,165
|
|
||||||||
Foreign currency adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
370
|
|
|
—
|
|
|
370
|
|
||||||||
Pension loss adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,820
|
)
|
|
—
|
|
|
(2,820
|
)
|
||||||||
Balances as of December 31, 2012
|
27,018
|
|
|
$
|
270
|
|
|
$
|
119,183
|
|
|
$
|
99,644
|
|
|
8,276
|
|
|
$
|
(50,302
|
)
|
|
3,363
|
|
|
$
|
(55,083
|
)
|
|
$
|
(10,680
|
)
|
|
$
|
(251
|
)
|
|
$
|
102,781
|
|
1.
|
Summary of Significant Accounting Policies
|
|
2012
|
|
2011
|
|
2010
|
|||
Healthcare
|
33
|
%
|
|
30
|
%
|
|
27
|
%
|
Technology service providers
|
31
|
%
|
|
34
|
%
|
|
36
|
%
|
Financial services
|
6
|
%
|
|
7
|
%
|
|
6
|
%
|
Energy
|
6
|
%
|
|
6
|
%
|
|
7
|
%
|
General markets
|
24
|
%
|
|
23
|
%
|
|
24
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
2012
|
|
2011
|
|
2010
|
|||
Time-and-material
|
90
|
%
|
|
91
|
%
|
|
91
|
%
|
Progress billing
|
8
|
%
|
|
7
|
%
|
|
6
|
%
|
Percentage-of-completion
|
2
|
%
|
|
2
|
%
|
|
3
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
For the year ended
|
Net
Income |
|
Weighted
Average Shares |
|
Earnings
per Share |
|||||
(amounts in thousands, except per-share data)
|
|
|
|
|
|
|||||
December 31, 2012
|
|
|
|
|
|
|||||
Basic EPS
|
$
|
16,165
|
|
|
15,172
|
|
|
$
|
1.07
|
|
Dilutive effect of outstanding equity instruments
|
—
|
|
|
1,669
|
|
|
(0.11
|
)
|
||
Diluted EPS
|
$
|
16,165
|
|
|
16,841
|
|
|
$
|
0.96
|
|
December 31, 2011
|
|
|
|
|
|
|||||
Basic EPS
|
$
|
11,938
|
|
|
14,968
|
|
|
$
|
0.80
|
|
Dilutive effect of outstanding equity instruments
|
—
|
|
|
1,763
|
|
|
(0.09
|
)
|
||
Diluted EPS
|
$
|
11,938
|
|
|
16,731
|
|
|
$
|
0.71
|
|
December 31, 2010
|
|
|
|
|
|
|||||
Basic EPS
|
$
|
8,372
|
|
|
14,697
|
|
|
$
|
0.57
|
|
Dilutive effect of outstanding equity instruments
|
—
|
|
|
1,376
|
|
|
(0.05
|
)
|
||
Diluted EPS
|
$
|
8,372
|
|
|
16,073
|
|
|
$
|
0.52
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
(amounts in thousands)
|
|
|
|
|
|
||||||
Foreign currency adjustment
|
$
|
(4,254
|
)
|
|
$
|
(4,624
|
)
|
|
$
|
(4,298
|
)
|
Pension loss adjustment, net of tax of $1,040 in 2012, $1,436 in 2011, and $1,141 in 2010
|
(6,426
|
)
|
|
(3,606
|
)
|
|
(1,863
|
)
|
|||
|
$
|
(10,680
|
)
|
|
$
|
(8,230
|
)
|
|
$
|
(6,161
|
)
|
December 31,
|
Useful Life
|
|
2012
|
|
2011
|
||||
(amounts in thousands)
|
(years)
|
|
|
|
|
||||
Land
|
0
|
|
$
|
378
|
|
|
$
|
378
|
|
Buildings
|
30
|
|
4,376
|
|
|
4,419
|
|
||
Equipment
|
2-5
|
|
7,244
|
|
|
6,876
|
|
||
Furniture
|
5-10
|
|
3,217
|
|
|
3,035
|
|
||
Capitalized software
|
2-5
|
|
5,088
|
|
|
5,088
|
|
||
Other software
|
1-5
|
|
2,626
|
|
|
2,674
|
|
||
Leasehold improvements
|
3-10
|
|
3,976
|
|
|
3,031
|
|
||
|
|
|
26,905
|
|
|
25,501
|
|
||
Accumulated depreciation and amortization
|
|
|
(19,989
|
)
|
|
(17,532
|
)
|
||
|
|
|
$
|
6,916
|
|
|
$
|
7,969
|
|
3.
|
Investments
|
4.
|
Debt
|
5.
|
Income Taxes
|
|
2012
|
|
2011
|
|
2010
|
||||||
(amounts in thousands)
|
|
|
|
|
|
||||||
Domestic and foreign components of income before income taxes are as follows:
|
|
|
|
|
|
||||||
Domestic
|
$
|
23,028
|
|
|
$
|
17,070
|
|
|
$
|
12,921
|
|
Foreign
|
2,417
|
|
|
2,053
|
|
|
848
|
|
|||
Total income before income taxes
|
$
|
25,445
|
|
|
$
|
19,123
|
|
|
$
|
13,769
|
|
The provision (benefit) for income taxes consists of:
|
|
|
|
|
|
||||||
Current tax:
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
6,778
|
|
|
$
|
5,419
|
|
|
$
|
3,633
|
|
Foreign
|
1,393
|
|
|
1,508
|
|
|
1,199
|
|
|||
U.S. state and local
|
993
|
|
|
1,135
|
|
|
718
|
|
|||
Total current tax
|
9,164
|
|
|
8,062
|
|
|
5,550
|
|
|||
Deferred tax:
|
|
|
|
|
|
||||||
U.S. federal
|
55
|
|
|
(834
|
)
|
|
(193
|
)
|
|||
Foreign
|
—
|
|
|
—
|
|
|
—
|
|
|||
U.S. state and local
|
61
|
|
|
(43
|
)
|
|
40
|
|
|||
Total deferred tax
|
116
|
|
|
(877
|
)
|
|
(153
|
)
|
|||
Total tax
|
$
|
9,280
|
|
|
$
|
7,185
|
|
|
$
|
5,397
|
|
The effective and statutory income tax rate can be reconciled as follows:
|
|
|
|
|
|
||||||
Tax at statutory rate of 35% / 34%
|
$
|
8,906
|
|
|
$
|
6,502
|
|
|
$
|
4,682
|
|
State tax, net of federal benefit
|
685
|
|
|
728
|
|
|
469
|
|
|||
Non-taxable income
|
(993
|
)
|
|
(495
|
)
|
|
(572
|
)
|
|||
Non-deductible expenses
|
796
|
|
|
745
|
|
|
694
|
|
|||
Change in estimate primarily related to foreign taxes
|
41
|
|
|
234
|
|
|
327
|
|
|||
Change in estimate primarily related to state taxes and tax reserves
|
50
|
|
|
66
|
|
|
(24
|
)
|
|||
Change in estimate primarily related to U.S. federal taxes
|
(157
|
)
|
|
—
|
|
|
—
|
|
|||
Tax credits
|
—
|
|
|
(609
|
)
|
|
(140
|
)
|
|||
Other, net
|
(48
|
)
|
|
14
|
|
|
(39
|
)
|
|||
Total tax
|
$
|
9,280
|
|
|
$
|
7,185
|
|
|
$
|
5,397
|
|
Effective income tax rate
|
36.5
|
%
|
|
37.6
|
%
|
|
39.2
|
%
|
December 31,
|
2012
|
|
2011
|
||||
(amounts in thousands)
|
|
|
|
||||
Assets
|
|
|
|
||||
Deferred compensation
|
$
|
8,065
|
|
|
$
|
6,671
|
|
Loss carryforwards
|
1,094
|
|
|
1,120
|
|
||
Accruals deductible for tax purposes when paid
|
457
|
|
|
412
|
|
||
Depreciation
|
57
|
|
|
358
|
|
||
Allowance for doubtful accounts
|
289
|
|
|
316
|
|
||
Amortization
|
—
|
|
|
84
|
|
||
State taxes
|
792
|
|
|
811
|
|
||
Gross deferred tax assets
|
10,754
|
|
|
9,772
|
|
||
Deferred tax asset valuation allowance
|
(2,269
|
)
|
|
(1,404
|
)
|
||
Gross deferred tax assets less valuation allowance
|
8,485
|
|
|
8,368
|
|
||
Liabilities
|
|
|
|
||||
Depreciation
|
(820
|
)
|
|
(77
|
)
|
||
Other
|
(85
|
)
|
|
(8
|
)
|
||
Gross deferred tax liabilities
|
(905
|
)
|
|
(85
|
)
|
||
Net deferred tax assets
|
$
|
7,580
|
|
|
$
|
8,283
|
|
Net deferred tax assets and liabilities are recorded as follows:
|
|
|
|
||||
Net current assets
|
$
|
1,145
|
|
|
$
|
1,221
|
|
Net non-current assets
|
6,435
|
|
|
7,062
|
|
||
Net deferred tax assets
|
$
|
7,580
|
|
|
$
|
8,283
|
|
6.
|
Lease Commitments
|
Year Ending December 31,
|
|
||
(amounts in thousands)
|
|
||
2013
|
$
|
4,756
|
|
2014
|
3,642
|
|
|
2015
|
2,546
|
|
|
2016
|
1,512
|
|
|
2017
|
647
|
|
|
Later years
|
783
|
|
|
Minimum future obligations
|
$
|
13,886
|
|
7.
|
Deferred Compensation Benefits
|
Net Periodic Pension Cost—ESBP
|
2012
|
|
2011
|
|
2010
|
||||||
(amounts in thousands)
|
|
|
|
|
|
||||||
Interest cost
|
$
|
338
|
|
|
$
|
408
|
|
|
$
|
451
|
|
Amortization of actuarial loss
|
279
|
|
|
208
|
|
|
166
|
|
|||
Net periodic pension cost
|
$
|
617
|
|
|
$
|
616
|
|
|
$
|
617
|
|
|
ESBP
|
|
NDBP
|
||||||||||||
Changes in Benefit Obligation
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
(amounts in thousands)
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of period
|
$
|
9,508
|
|
|
$
|
9,024
|
|
|
$
|
7,925
|
|
|
$
|
6,580
|
|
Interest cost
|
338
|
|
|
408
|
|
|
360
|
|
|
323
|
|
||||
Benefits paid
|
(727
|
)
|
|
(793
|
)
|
|
(113
|
)
|
|
(106
|
)
|
||||
Actuarial loss (gain)
|
(714
|
)
|
|
869
|
|
|
3,475
|
|
|
1,391
|
|
||||
Effect of exchange rate changes
|
—
|
|
|
—
|
|
|
266
|
|
|
(263
|
)
|
||||
Benefit obligation at end of period
|
8,405
|
|
|
9,508
|
|
|
11,913
|
|
|
7,925
|
|
||||
Reconciliation of Fair Value of Plan Assets
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of period
|
—
|
|
|
—
|
|
|
7,811
|
|
|
7,831
|
|
||||
Actual return on plan assets
|
—
|
|
|
—
|
|
|
336
|
|
|
314
|
|
||||
Employer contributions
|
727
|
|
|
793
|
|
|
—
|
|
|
42
|
|
||||
Benefits paid
|
(727
|
)
|
|
(793
|
)
|
|
(113
|
)
|
|
(106
|
)
|
||||
Administrative costs
|
—
|
|
|
—
|
|
|
(57
|
)
|
|
(81
|
)
|
||||
Effect of exchange rate changes
|
—
|
|
|
—
|
|
|
166
|
|
|
(189
|
)
|
||||
Fair value of plan assets at end of period
|
—
|
|
|
—
|
|
|
8,143
|
|
|
7,811
|
|
||||
Accrued benefit cost
|
$
|
8,405
|
|
|
$
|
9,508
|
|
|
$
|
3,770
|
|
|
$
|
114
|
|
Accrued benefit cost is included in the consolidated balance sheet as follows:
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
$
|
729
|
|
|
$
|
759
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-current liabilities
|
$
|
7,676
|
|
|
$
|
8,749
|
|
|
$
|
3,770
|
|
|
$
|
114
|
|
Discount rates:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation
|
3.02
|
%
|
|
3.71
|
%
|
|
2.80
|
%
|
|
4.60
|
%
|
||||
Net periodic pension cost
|
3.71
|
%
|
|
4.73
|
%
|
|
4.60
|
%
|
|
4.70
|
%
|
||||
Salary increase rate
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
||||
Expected return on plan assets
|
—
|
%
|
|
—
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
Year Ending December 31,
|
ESBP
|
|
NDBP
|
||||
(amounts in thousands)
|
|
|
|
||||
2013
|
$
|
697
|
|
|
$
|
137
|
|
2014
|
739
|
|
|
155
|
|
||
2015
|
725
|
|
|
159
|
|
||
2016
|
659
|
|
|
177
|
|
||
2017
|
640
|
|
|
200
|
|
||
2018-2022
|
2,943
|
|
|
1,460
|
|
||
Total
|
$
|
6,403
|
|
|
$
|
2,288
|
|
8.
|
Employee Benefits
|
9.
|
Shareholders’ Equity
|
|
2012
|
|
2011
|
|
2010
|
||||||
(amounts in thousands)
|
|
|
|
|
|
||||||
Equity-based compensation
|
$
|
2,236
|
|
|
$
|
1,654
|
|
|
$
|
1,349
|
|
Tax benefit
|
788
|
|
|
566
|
|
|
462
|
|
|||
Net equity-based compensation expense
|
$
|
1,448
|
|
|
$
|
1,088
|
|
|
$
|
887
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Expected life (years)
|
2.7
|
|
|
2.8
|
|
|
3.1
|
|
Dividend yield
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
Risk-free interest rate
|
0.4
|
%
|
|
1.0
|
%
|
|
1.5
|
%
|
Expected volatility
|
61.3
|
%
|
|
55.6
|
%
|
|
65.3
|
%
|
|
2010 Plan
Options |
|
Weighted-
Average Exercise Price |
|
Equity Plan
Options |
|
Weighted-
Average Exercise Price |
||||||
Outstanding at December 31, 2009
|
—
|
|
|
$
|
—
|
|
|
3,710,817
|
|
|
$
|
4.14
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
366,150
|
|
|
$
|
7.18
|
|
Exercised
|
—
|
|
|
$
|
—
|
|
|
(154,955
|
)
|
|
$
|
4.27
|
|
Canceled or forfeited
|
—
|
|
|
$
|
—
|
|
|
(19,287
|
)
|
|
$
|
4.62
|
|
Expired
|
—
|
|
|
$
|
—
|
|
|
(7,250
|
)
|
|
$
|
3.74
|
|
Outstanding at December 31, 2010
|
—
|
|
|
$
|
—
|
|
|
3,895,475
|
|
|
$
|
4.42
|
|
Granted
|
275,500
|
|
|
$
|
12.86
|
|
|
—
|
|
|
$
|
—
|
|
Exercised
|
—
|
|
|
$
|
—
|
|
|
(660,338
|
)
|
|
$
|
4.01
|
|
Canceled or forfeited
|
(10,000
|
)
|
|
$
|
12.16
|
|
|
(55,687
|
)
|
|
$
|
5.57
|
|
Expired
|
—
|
|
|
$
|
—
|
|
|
(4,375
|
)
|
|
$
|
3.50
|
|
Outstanding at December 31, 2011
|
265,500
|
|
|
$
|
12.89
|
|
|
3,175,075
|
|
|
$
|
4.49
|
|
Granted
|
225,596
|
|
|
$
|
14.41
|
|
|
—
|
|
|
$
|
—
|
|
Exercised
|
(20,750
|
)
|
|
$
|
13.53
|
|
|
(574,353
|
)
|
|
$
|
3.58
|
|
Canceled or forfeited
|
(5,250
|
)
|
|
$
|
13.81
|
|
|
(13,175
|
)
|
|
$
|
5.42
|
|
Expired
|
—
|
|
|
$
|
—
|
|
|
(3,000
|
)
|
|
$
|
3.56
|
|
Outstanding at December 31, 2012
|
465,096
|
|
|
$
|
13.59
|
|
|
2,584,547
|
|
|
$
|
4.68
|
|
Options Exercisable at December 31, 2012
|
215,923
|
|
|
$
|
13.46
|
|
|
2,406,076
|
|
|
$
|
4.56
|
|
|
Equity Plan
Restricted Stock |
|
Weighted-
Average Fair Value |
|
1991
Restricted Stock Plan |
|
Weighted-
Average Fair Value |
||||||
Outstanding at December 31, 2009
|
229,125
|
|
|
$
|
5.00
|
|
|
151,375
|
|
|
$
|
4.82
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
77,000
|
|
|
$
|
7.18
|
|
Released
|
(7,625
|
)
|
|
$
|
4.65
|
|
|
(45,875
|
)
|
|
$
|
4.79
|
|
Canceled or forfeited
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Outstanding at December 31, 2010
|
221,500
|
|
|
$
|
5.01
|
|
|
182,500
|
|
|
$
|
5.83
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
160,000
|
|
|
$
|
12.19
|
|
Released
|
—
|
|
|
$
|
—
|
|
|
(62,125
|
)
|
|
$
|
5.54
|
|
Canceled or forfeited
|
—
|
|
|
$
|
—
|
|
|
(18,000
|
)
|
|
$
|
8.88
|
|
Outstanding at December 31, 2011
|
221,500
|
|
|
$
|
5.01
|
|
|
262,375
|
|
|
$
|
9.57
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
127,500
|
|
|
$
|
15.04
|
|
Released
|
(40,000
|
)
|
|
$
|
4.97
|
|
|
(90,626
|
)
|
|
$
|
8.38
|
|
Canceled or forfeited
|
—
|
|
|
$
|
—
|
|
|
(7,500
|
)
|
|
$
|
11.14
|
|
Outstanding at December 31, 2012
|
181,500
|
|
|
$
|
5.02
|
|
|
291,749
|
|
|
$
|
12.29
|
|
Range of Exercise Prices:
|
Number of
Options Outstanding |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Life in Years |
|
Aggregate
Intrinsic Value |
|||||
2010 Plan
|
|
|
|
|
|
|
|
|||||
$12.16 – $13.75
|
349,000
|
|
|
$
|
13.08
|
|
|
11.8
|
|
$
|
1,798,695
|
|
$15.04 – $15.90
|
116,096
|
|
|
$
|
15.14
|
|
|
9.8
|
|
359,084
|
|
|
|
465,096
|
|
|
$
|
13.59
|
|
|
11.3
|
|
$
|
2,157,779
|
|
Equity Plan
|
|
|
|
|
|
|
|
|||||
$2.35 – $3.26
|
526,625
|
|
|
$
|
3.14
|
|
|
5.2
|
|
$
|
7,948,056
|
|
$3.48 – $4.90
|
1,316,147
|
|
|
$
|
4.47
|
|
|
5.0
|
|
18,105,505
|
|
|
$5.25 – $7.18
|
741,775
|
|
|
$
|
6.15
|
|
|
7.2
|
|
8,959,119
|
|
|
|
2,584,547
|
|
|
$
|
4.68
|
|
|
5.7
|
|
$
|
35,012,680
|
|
Range of Exercise Prices:
|
Number of
Options Outstanding |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Life in Years |
|
Aggregate
Intrinsic Value |
|||||
2010 Plan
|
|
|
|
|
|
|
|
|||||
$12.16 – $13.75
|
209,375
|
|
|
$
|
13.38
|
|
|
13.0
|
|
$
|
1,015,056
|
|
$15.04 – $15.90
|
6,548
|
|
|
$
|
15.90
|
|
|
14.7
|
|
15,257
|
|
|
|
215,923
|
|
|
$
|
13.46
|
|
|
13.0
|
|
$
|
1,030,313
|
|
Equity Plan
|
|
|
|
|
|
|
|
|||||
$2.35 – $3.26
|
526,625
|
|
|
$
|
3.14
|
|
|
5.2
|
|
$
|
7,948,056
|
|
$3.48 – $4.90
|
1,251,024
|
|
|
$
|
4.45
|
|
|
5.0
|
|
17,237,415
|
|
|
$5.25 – $7.18
|
628,427
|
|
|
$
|
5.97
|
|
|
6.9
|
|
7,706,623
|
|
|
|
2,406,076
|
|
|
$
|
4.56
|
|
|
5.5
|
|
$
|
32,892,094
|
|
12.
|
Contingencies
|
13.
|
Enterprise-Wide Disclosures
|
Financial Information About Geographic Areas
|
2012
|
|
2011
|
|
2010
|
||||||
(amounts in thousands)
|
|
|
|
|
|
||||||
Revenue from External Customers:
|
|
|
|
|
|
||||||
United States
|
$
|
355,022
|
|
|
$
|
328,422
|
|
|
$
|
269,071
|
|
Belgium
(1)
|
41,957
|
|
|
43,011
|
|
|
41,317
|
|
|||
Other European countries
|
26,653
|
|
|
23,969
|
|
|
19,396
|
|
|||
Other country
|
783
|
|
|
873
|
|
|
1,623
|
|
|||
Total revenue
|
$
|
424,415
|
|
|
$
|
396,275
|
|
|
$
|
331,407
|
|
Long-lived Assets:
|
|
|
|
|
|
||||||
United States
|
$
|
6,102
|
|
|
$
|
7,119
|
|
|
$
|
7,730
|
|
Europe
|
814
|
|
|
850
|
|
|
634
|
|
|||
Total long-lived assets
|
$
|
6,916
|
|
|
$
|
7,969
|
|
|
$
|
8,364
|
|
Deferred Tax Assets, Net of Valuation Allowance:
|
|
|
|
|
|
||||||
United States
|
$
|
8,485
|
|
|
$
|
8,368
|
|
|
$
|
7,261
|
|
Europe
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other country
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total deferred tax assets, net
|
$
|
8,485
|
|
|
$
|
8,368
|
|
|
$
|
7,261
|
|
(1)
|
Revenue for Belgium has been disclosed separately as it exceeds
10%
of consolidated revenue for certain of the years presented
|
|
Quarters
|
|
|
||||||||||||||||
|
First
|
|
Second (1)
|
|
Third
|
|
Fourth (1)
|
|
Total
|
||||||||||
(amounts in thousands, except per-share data)
|
|
|
|
|
|
|
|
|
|
||||||||||
2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
103,367
|
|
|
$
|
106,705
|
|
|
$
|
106,418
|
|
|
$
|
107,925
|
|
|
$
|
424,415
|
|
Direct costs
|
81,515
|
|
|
83,810
|
|
|
83,283
|
|
|
84,478
|
|
|
333,086
|
|
|||||
Gross profit
|
21,852
|
|
|
22,895
|
|
|
23,135
|
|
|
23,447
|
|
|
91,329
|
|
|||||
Selling, general, and administrative expenses
|
16,253
|
|
|
16,752
|
|
|
16,812
|
|
|
17,050
|
|
|
66,867
|
|
|||||
Operating income
|
5,599
|
|
|
6,143
|
|
|
6,323
|
|
|
6,397
|
|
|
24,462
|
|
|||||
Interest and other income (expense), net
|
(50
|
)
|
|
384
|
|
|
(68
|
)
|
|
717
|
|
|
983
|
|
|||||
Income before income taxes
|
5,549
|
|
|
6,527
|
|
|
6,255
|
|
|
7,114
|
|
|
25,445
|
|
|||||
Provision for income taxes
|
2,189
|
|
|
2,404
|
|
|
2,442
|
|
|
2,245
|
|
|
9,280
|
|
|||||
Net income
|
$
|
3,360
|
|
|
$
|
4,123
|
|
|
$
|
3,813
|
|
|
$
|
4,869
|
|
|
$
|
16,165
|
|
Basic net income per share
|
$
|
0.22
|
|
|
$
|
0.27
|
|
|
$
|
0.25
|
|
|
$
|
0.32
|
|
|
$
|
1.07
|
|
Diluted net income per share
|
$
|
0.20
|
|
|
$
|
0.25
|
|
|
$
|
0.23
|
|
|
$
|
0.29
|
|
|
$
|
0.96
|
|
(1)
|
Included in interest and other income is
$0.4
million or
$0.03
basic and diluted net income per share, and
$0.8
million or
$0.05
basic and diluted net income per share in the second and fourth quarters, respectively, for life insurance proceeds received for former Company executives that passed away during the respective quarters.
|
|
Quarters
|
|
|
||||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Total
|
||||||||||
(amounts in thousands, except per-share data)
|
|
|
|
|
|
|
|
|
|
||||||||||
2011
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
95,909
|
|
|
$
|
98,327
|
|
|
$
|
101,119
|
|
|
$
|
100,920
|
|
|
$
|
396,275
|
|
Direct costs
|
76,112
|
|
|
77,594
|
|
|
80,152
|
|
|
78,126
|
|
|
311,984
|
|
|||||
Gross profit
|
19,797
|
|
|
20,733
|
|
|
20,967
|
|
|
22,794
|
|
|
84,291
|
|
|||||
Selling, general, and administrative expenses
|
15,198
|
|
|
16,056
|
|
|
16,391
|
|
|
17,336
|
|
|
64,981
|
|
|||||
Operating income
|
4,599
|
|
|
4,677
|
|
|
4,576
|
|
|
5,458
|
|
|
19,310
|
|
|||||
Interest and other income (expense), net
|
(37
|
)
|
|
(48
|
)
|
|
50
|
|
|
(152
|
)
|
|
(187
|
)
|
|||||
Income before income taxes
|
4,562
|
|
|
4,629
|
|
|
4,626
|
|
|
5,306
|
|
|
19,123
|
|
|||||
Provision for income taxes
|
1,734
|
|
|
1,799
|
|
|
1,635
|
|
|
2,017
|
|
|
7,185
|
|
|||||
Net income
|
$
|
2,828
|
|
|
$
|
2,830
|
|
|
$
|
2,991
|
|
|
$
|
3,289
|
|
|
$
|
11,938
|
|
Basic net income per share
|
$
|
0.19
|
|
|
$
|
0.19
|
|
|
$
|
0.20
|
|
|
$
|
0.22
|
|
|
$
|
0.80
|
|
Diluted net income per share
|
$
|
0.17
|
|
|
$
|
0.17
|
|
|
$
|
0.18
|
|
|
$
|
0.20
|
|
|
$
|
0.71
|
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
(a)
|
Management’s Annual Report on Internal Control Over Financial Reporting
|
(b)
|
Attestation Report of the Registered Public Accounting Firm
|
|
/s/ KPMG LLP
|
|
Buffalo, New York
|
February 22, 2013
|
(c)
|
Changes in Internal Control Over Financial Reporting
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
|
Number of securities
remaining available
for future issuance
under equity
compensation plans
|
||||
Equity compensation plans approved by security holders:
|
|
|
|
|
|
||||
2010 Equity Award Plan
|
465,096
|
|
|
$
|
13.59
|
|
|
414,154
|
|
2000 Equity Award Plan
|
2,584,547
|
|
|
$
|
4.68
|
|
|
—
|
|
1991 Employee Stock Option Plan
|
153,130
|
|
|
$
|
8.56
|
|
|
—
|
|
1991 Restricted Stock Plan
|
—
|
|
|
$
|
—
|
|
|
276,750
|
|
Equity compensation plans not approved by security holders:
|
|
|
|
|
|
||||
None
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
3,202,773
|
|
|
$
|
6.16
|
|
|
690,904
|
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 15.
|
Exhibits, Financial Statement Schedules
|
(A)
|
Index to Consolidated Financial Statements and Financial Statement Schedule
|
|
(1)
|
Financial Statements:
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
(2)
|
Index to Consolidated Financial Statement Schedule
|
|
|
||
|
Financial statement schedule:
|
|
|
||
(B)
|
Exhibits
|
|
|
The Exhibits to this annual report on Form 10-K are listed on the attached Exhibit Index
|
|
/s/ KPMG LLP
|
|
Buffalo, New York
February 22, 2013
|
|
Balance at
January 1 |
|
Additions
|
|
Deductions
|
|
Balance at
December 31 |
||||||
2012
|
|
|
|
|
|
|
|
||||||
Accounts deducted from accounts receivable -
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful accounts
|
$
|
965
|
|
|
326
|
|
A
|
(429
|
)
|
A
|
$
|
862
|
|
Accounts deducted from deferred tax assets -
|
|
|
|
|
|
|
|
||||||
Deferred tax asset valuation allowance
|
$
|
1,404
|
|
|
1,000
|
|
B
|
(135
|
)
|
B
|
$
|
2,269
|
|
|
|
|
|
|
|
|
|
||||||
2011
|
|
|
|
|
|
|
|
||||||
Accounts deducted from accounts receivable -
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful accounts
|
$
|
860
|
|
|
729
|
|
C
|
(624
|
)
|
C
|
$
|
965
|
|
Accounts deducted from deferred tax assets -
|
|
|
|
|
|
|
|
||||||
Deferred tax asset valuation allowance
|
$
|
2,693
|
|
|
585
|
|
D
|
(1,874
|
)
|
D
|
$
|
1,404
|
|
Accounts deducted from other assets -
|
|
|
|
|
|
|
|
||||||
Reserves
|
$
|
575
|
|
|
—
|
|
|
(575
|
)
|
E
|
$
|
—
|
|
2010
|
|
|
|
|
|
|
|
||||||
Accounts deducted from accounts receivable -
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful accounts
|
$
|
964
|
|
|
13
|
|
|
(117
|
)
|
|
$
|
860
|
|
Accounts deducted from deferred tax assets -
|
|
|
|
|
|
|
|
||||||
Deferred tax asset valuation allowance
|
$
|
2,649
|
|
|
260
|
|
|
(216
|
)
|
|
$
|
2,693
|
|
Accounts deducted from other assets -
|
|
|
|
|
|
|
|
||||||
Reserves
|
$
|
575
|
|
|
—
|
|
|
—
|
|
|
$
|
575
|
|
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 for an increase in the valuation reserve associated with certain deferred tax assets related to the Netherlands defined-benefit plan
|
C
|
These balances primarily reflect additions to the allowance for a customer bankruptcy in the Company's 2011 fourth quarter, less deductions for accounts written off that were previously reserved, and additions and deductions for foreign currency translation
|
D
|
These balances primarily reflect additions for current year activity, deductions for the expiration of certain unused net operating losses, and additions and deductions for foreign currency translation
|
E
|
This balance reflects a deduction for amounts written off that were previously reserved
|
COMPUTER TASK GROUP, INCORPORATED
|
|
|
|
By
|
/s/ James R. Boldt
|
|
James R. Boldt,
|
|
Chairman and Chief Executive Officer
|
|
Signature
|
Title
|
Date
|
(i)
|
Principal Executive Officer
|
Chairman and Chief
Executive Officer
|
February 22, 2013
|
|
/s/ James R. Boldt
|
|
|
|
James R. Boldt
|
|
|
|
|
|
|
(ii)
|
Principal Accounting and Principal Financial Officer
|
Chief Financial Officer
|
February 22, 2013
|
|
/s/ Brendan M. Harrington
|
|
|
|
Brendan M. Harrington
|
|
|
|
|
|
|
(iii)
|
Directors
|
|
|
|
/s/ Thomas E Baker
|
Director
|
February 22, 2013
|
|
Thomas E. Baker
|
|
|
|
|
|
|
|
/s/ James R. Boldt
|
Director
|
February 22, 2013
|
|
James R. Boldt
|
|
|
|
|
|
|
|
/s/ Randall L. Clark
|
Director
|
February 22, 2013
|
|
Randall L. Clark
|
|
|
|
|
|
|
|
/s/ David H. Klein
|
Director
|
February 22, 2013
|
|
David H. Klein
|
|
|
|
|
|
|
|
/s/ William D. McGuire
|
Director
|
February 22, 2013
|
|
William D. McGuire
|
|
|
|
|
|
|
|
/s/ John M. Palms
|
Director
|
February 22, 2013
|
|
John M. Palms
|
|
|
|
|
|
|
|
/s/ Daniel J. Sullivan
|
Director
|
February 22, 2013
|
|
Daniel J. Sullivan
|
|
|
Exhibit
|
|
|
Description
|
Reference
|
3.
|
(a)
|
|
Restated Certificate of Incorporation of Registrant
|
(1)
|
|
(b)
|
|
Restated By-laws of Registrant
|
(2)
|
4.
|
(a)
|
|
Restated Certificate of Incorporation of Registrant
|
(1)
|
|
(b)
|
|
Restated By-laws of Registrant
|
(2)
|
|
(c)
|
|
Specimen Common Stock Certificate
|
|
10.
|
(a)
|
|
Stock Employee Compensation Trust Agreement, dated May 3, 1994, between Registrant and Thomas R. Beecher, Jr., as trustee
|
(2) +
|
|
(b)
|
|
Demand Grid Note, dated October 29, 1997, between Registrant and Computer Task Group, Incorporated Stock Employee Compensation Trust
|
(2) +
|
|
(c)
|
|
Pledge Agreement, between the Registrant and Thomas R. Beecher, Jr., as Trustee of the Computer Task Group, Incorporated Stock Employee Compensation Trust
|
(2) +
|
|
|
|
|
|
|
+
|
|
Management contract or compensatory plan or arrangement
|
|
|
(1)
|
|
Filed as an Exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007, and incorporated herein by reference (file No. 001-09410 filed on March 10, 2008)
|
|
|
(2)
|
|
Filed as an Exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006, and incorporated herein by reference (file No. 001-09410 filed on March 7, 2007)
|
|
Exhibit
|
|
|
Description
|
Reference
|
10.
|
(d)
|
|
2012 Key Employee Compensation Plans
|
(3) +
|
|
(e)
|
|
Computer Task Group, Incorporated Non-Qualified Key Employee Deferred Compensation Plan
|
(2) +
|
|
(f)
|
|
1991 Restricted Stock Plan
|
(1) +
|
|
(g)
|
|
Computer Task Group, Incorporated 2000 Equity Award Plan
|
(4) +
|
|
(h)
|
|
Executive Supplemental Benefit Plan 1997 Restatement
|
(1) +
|
|
(i)
|
|
First Amendment to the Computer Task Group, Incorporated Executive Supplemental Benefit Plan 1997 Restatement
|
(1) +
|
|
(j)
|
|
Compensation Arrangements for the Named Executive Officers
|
# +
|
|
(k)
|
|
Change in Control Agreement, dated January 1, 2010, between the Registrant and James R. Boldt, as amended and restated
|
(5) +
|
|
(l)
|
|
Employment Agreement, dated January 1, 2010, between the Registrant and James R. Boldt, as amended and restated
|
(5) +
|
|
(m)
|
|
Officer Change in Control Agreement
|
(5) +
|
|
(n)
|
|
First Employee Stock Purchase Plan (Eighth Amendment and Restatement)
|
(1) +
|
|
(o)
|
|
Loan Agreement By and Among Manufacturers and Traders Trust Company and Computer Task Group, Incorporated
|
(6)
|
|
|
|
|
|
|
#
|
|
Filed herewith
|
|
|
(3)
|
|
Included in the Registrant’s definitive Proxy Statement dated April 2013 under the caption entitled “Baseline Compensation – Performance-Based Incentives - Annual Cash Incentive Compensation,” and incorporated herein by reference
|
|
|
(4)
|
|
Filed as an Exhibit to the Registrant’s Form 8-K on November 18, 2008, and incorporated herein by reference (file No. 001-09410)
|
|
|
(5)
|
|
Filed as an Exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, and incorporated herein by reference (file No. 001-09410 filed on February 25, 2009)
|
|
|
(6)
|
|
Filed as an Exhibit to the Registrant’s Form 8-K on April 21, 2005, and incorporated herein by reference (file No. 001-09410)
|
|
Exhibit
|
|
|
Description
|
Reference
|
10.
|
(p)
|
|
Third Amendment to the Loan Agreement, dated February 4, 2008, among Computer Task Group, Incorporated, Manufacturers and Traders Trust Company and Key Bank National Association
|
(7)
|
|
(q)
|
|
1991 Employee Stock Option Plan
|
(8)
|
|
(r)
|
|
Fourth amendment to the Loan Agreement, dated December 23, 2010, among Computer Task Group, Incorporated, Manufacturers and Traders Trust Company, and Key Bank National Association
|
(9)
|
|
(s)
|
|
2010 Equity Award Plan
|
(10)
|
|
(t)
|
|
Fifth amendment to the Loan Agreement, dated February 13, 2013, among Computer Task Group, Incorporated, Manufacturers and Traders Trust Company and Key Bank National Association
|
#
|
14.
|
|
|
Code of Ethics
|
(11)
|
21.
|
|
|
Subsidiaries of the Registrant
|
#
|
23.
|
|
|
Consent of Experts and Counsel
|
#
|
31.
|
(a)
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
#
|
|
(b)
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
#
|
32.
|
|
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
#
|
101.
|
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T: the Consolidated Statements of Income and Comprehensive Income for the years ending December 31, 2012, 2011 and 2010, the Consolidated Balance Sheets as of December 31, 2012 and December 31, 2011, the Consolidated Statements of Cash Flows for the years ending December 31, 2012, 2011 and 2010, the Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2012, 2011, and 2010, and the Notes to the Consolidated Financial Statements
|
|
|
|
|
|
|
|
#
|
|
Filed herewith
|
|
|
(7)
|
|
Filed as an Exhibit to the Registrant’s Form 8-K on February 8, 2008, and incorporated herein by reference (file No. 001-09410)
|
|
|
(8)
|
|
Filed as an Exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1996, and incorporated herein by reference (file No. 001-09410 filed on March 7, 2007)
|
|
|
(9)
|
|
Filed as an Exhibit to the Registrant’s Form 8-K on December 28, 2010, and incorporated herein by reference (file No. 001-09410)
|
|
|
(10)
|
|
Filed as an Exhibit to the Registrant’s Registration Statement No. 333-167462 on Form S-8 filed on June 11, 2010, and incorporated herein by reference
|
|
|
(11)
|
|
Included at the internet address specified in the Registrant’s definitive Proxy Statement dated April 2013 under the caption entitled “Corporate Governance and Website Information,” and incorporated herein by reference
|
|
1 Year Computer Task Grp., Incorporated (MM) Chart |
1 Month Computer Task Grp., Incorporated (MM) Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions