UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
--- SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001 OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
--- SECURITIES EXCHANGE ACT OF 1934
For the Transition period from _______ to _______
Commission File No. 1-9410
COMPUTER TASK GROUP, INCORPORATED
--------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
State of 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)
(716) 882-8000
---------------------------------------------------
Registrant's telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, $.01 par value New York Stock Exchange
Rights to Purchase Series A
Participating Preferred Stock New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
----
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
The aggregate market value of the Registrant's voting stock held by
non-affiliates at March 15, 2002 was $82,951,000. Solely for the purposes of
this calculation, all persons who are or may be executive officers or directors
of the Registrant and all persons who have filed a Schedule 13D or Schedule 13G
with respect to the Registrant's stock have been deemed to be affiliates.
The total number of shares of Common Stock of the Registrant outstanding at
March 15, 2002 was 20,868,834.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference in the
following parts of this report: Parts I, II and IV - the Registrant's 2001
Annual Report to Shareholders; Parts II and III - the Registrant's definitive
Proxy Statement as filed with the Securities and Exchange Commission and as used
in connection with the solicitation of proxies for the Registrant's annual
meeting of shareholders to be held on May 1, 2002.
1
PART I
------
FORWARD-LOOKING STATEMENTS
--------------------------
Statements included in this document, or incorporated herein by reference, that
do not relate to present or historical conditions are "forward looking
statements" within the meaning of that term in Section 27A of the Securities Act
of 1933, as amended, and Section 21F of the Securities Exchange Act of 1934, as
amended. Additional oral or written forward looking statements may be made by
the Company from time to time, and such statements may be included in documents
that are filed with the Securities and Exchange Commission. Such forward looking
statements involve risks and uncertainties which could cause results or outcomes
to differ materially from those expressed in such forward looking statements.
Forward-looking statements may include, without limitation, statements relating
to the Company's plans, strategies, objectives, expectations and intentions and
are intended to be made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Words such as "believes," "forecasts,"
"intends," "possible," "expects," "estimates," "anticipates," or "plans" and
similar expressions are intended to identify forward-looking statements. Among
the important factors on which such statements are based are assumptions
concerning the anticipated growth of the information technology industry, the
continued need of current and prospective customers for the Company's services,
the availability of qualified professional staff, and price and wage inflation.
ITEM 1. BUSINESS
--------
Computer Task Group, Incorporated (the Company, CTG, or the Registrant) was
incorporated in Buffalo, New York on March 11, 1966, and its corporate
headquarters are located at 800 Delaware Avenue, Buffalo, New York 14209
(716-882-8000). CTG provides information technology (IT) professional services.
CTG employs approximately 3,200 people worldwide and serves customers through an
international network of offices in North America and Europe. During 2001, the
Company had eight operating subsidiaries: CTG Services, Inc., CTG HealthCare
Solutions (Kansas), Inc., and Computer Task Group of Canada, Inc., providing
services primarily in North America, Inc.; and Computer Task Group Belgium N.V.,
Computer Task Group France S.A., Computer Task Group Luxembourg S.A., Computer
Task Group Nederland B.V., and Computer Task Group (U.K.) Ltd. providing
services primarily in Europe.
BACKGROUND
----------
The Company operates in one industry segment, providing IT professional services
to its clients. The services provided typically encompass the IT business
solution life cycle, including phases for planning, developing, implementing,
managing, and maintaining the IT solution. A typical customer is an organization
with large, complex information and data processing requirements. Approximately
85.1 percent of consolidated 2001 revenue of $312.1 million was generated in
North America and 14.9 percent in Europe. CTG provides three primary services. A
brief discussion of these services is as follows:
- IT STAFFING: CTG recruits, retains, and manages IT talent for its
clients. CTG services both large organizations with multiple
locations and high-volume IT requirements, and companies that need
to augment their own staff on a flexible basis. Our recruiting
organization works with customers to define their requirements and
develop the most competitive pricing to meet those requirements.
- APPLICATION MANAGEMENT OUTSOURCING (AMO): In an AMO project, a
client outsources the management of some or all of its
applications so that their internal management and staff can focus
on projects that will help them in creating and fostering
initiatives that will aid in delivering a competitive advantage to
the company. CTG's services in this area include support of single
or multiple applications, help desk, and facilities management
through a full suite of cost-effective maintenance, enhancement,
and systems development and integrated solutions.
- IT SOLUTIONS: CTG's services in this area range from helping
clients assess their business needs and identifying the right IT
solutions to meet them, to the delivery of services that include
the selection and implementation of packaged software and the
design, construction, testing, and integration of new systems.
2
International Business Machines Corporation (IBM) is CTG's largest customer. CTG
provides services to various IBM divisions in approximately 50 locations. In
November 2000, CTG signed a contract with IBM for three years as one of IBM's
national technical service providers for the United States. This contract
covered 93 percent of the total services provided to IBM by CTG in 2001. IBM
accounted for a total of $77.2 or 24.7 percent of 2001 consolidated revenue;
$95.3 million or 27.6 percent of 2000 consolidated revenue; and a total of
$128.9 million or 27.3 percent of CTG's 1999 consolidated revenue. Although
revenues from IBM were constrained in 2001, the Company expects to continue to
derive a significant portion of its business from IBM in 2002 and future years.
While the decline in revenue from IBM has had a negative impact on the Company's
revenue and profits, the Company believes the simultaneous loss of all IBM
business is unlikely to occur due to the diversity of the projects performed for
IBM, and the number of locations and divisions involved.
The Company has registered its symbol and logo with the U.S. Patent and
Trademark Office. It has entered into agreements with various software and
hardware vendors from time to time in the normal course of business, none of
which are material to the business.
No employees are covered by a collective bargaining agreement or are represented
by a labor union. CTG is an equal opportunity employer.
1999 ACQUISITION
----------------
On February 23, 1999, the Company acquired the stock of Elumen Solutions, Inc.
(Elumen). The transaction was valued at $89 million, of which $86 million was
paid in cash or through the assumption of debt, and the remainder was satisfied
through the issuance of approximately 128,000 shares of CTG common stock. The
acquisition was accounted for as a purchase, and the results of Elumen have been
included in the Company's consolidated financial statements since the date of
acquisition. CTG recorded approximately $84.9 million of goodwill and other
identifiable intangibles from the acquisition.
PRICING AND BACKLOG
-------------------
The majority of CTG's IT professional services business is performed on a
time-and-materials basis. Rates vary based on the type and level of skill
required by the customer, as well as geographic location. Agreements for work
performed on a time-and-materials basis generally do not specify any dollar
amount as services are rendered on an "as required" basis.
The Company performs a portion of its business on a monthly fee basis, as well
as a small portion of its project business on a fixed-price basis. These
contracts generally have different terms and conditions regarding cancellation
and warranties, and are usually negotiated based on the unique aspects of the
project. Contract value for fixed-price contracts is generally a function of the
type and level of skills required to complete the related project and the risk
associated with the project. Risk is a function of the project deliverable,
completion date and CTG's management and staff performance. Fixed-price
contracts accounted for under the percentage of completion method represented
approximately one percent of 2001, and two percent of the Company's 2000 and
1999 consolidated revenue, respectively. Revenue from all fixed-price contracts,
including those accounted for under the percentage of completion method and on a
monthly fee basis, represented 12 percent, 15 percent, 11 percent of
consolidated revenue in 2001, 2000, and 1999, respectively. As of December 31,
2001 and 2000, the backlog for fixed-price and all managed-support contracts was
approximately $79 million and $98 million, respectively. Approximately 59
percent of the December 31, 2001 backlog of $79 million, or $46.8 million, is
expected to be earned in 2002. Of the $98 million of backlog at December 31,
2000, approximately 48 percent, or $47.2 million was earned in 2001. Revenue is
subject to seasonal variations, with a minor downturn in months of high vacation
and legal holidays (July, August, and December). Backlog does not tend to be
seasonal, however, it does fluctuate based upon the timing of long-term
contracts.
3
COMPETITION
-----------
The IT services market is highly competitive. The market is also highly
fragmented with many providers with no single competitor maintaining a clear
market leadership. The Company's competition varies by location, the type of
service provided, and the customer to whom services are provided. Competition
comes from four major channels: large national or international vendors,
including major accounting and consulting firms; hardware vendors and suppliers
of packaged software systems; small local firms or individuals specializing in
specific programming services or applications; and, a customer's internal data
processing staff. CTG competes against all four of these channels for its share
of the market. The Company believes that to compete successfully it is necessary
to have a local geographic presence, offer appropriate IT solutions, provide
skilled professional resources, and price its services competitively.
CTG has implemented a Global Management System, with a goal to achieve
continuous, measured improvements in services and deliverables. As part of this
program, CTG has developed specific methodologies for providing high value
services that result in unique solutions and specified deliverables for its
clients. The Company believes these methodologies will enhance its ability to
compete. CTG achieved worldwide ISO 9001 certification in June, 2000. The
Company believes it is the only IT services company of its size to achieve
worldwide certification.
FINANCIAL INFORMATION RELATING TO FOREIGN AND DOMESTIC OPERATIONS
-----------------------------------------------------------------
(amounts in thousands)
2001 2000 1999
------ ------ ------
Revenue from Unaffiliated Customers:
North America $ 265,641 $ 284,169 $ 391,496
Europe 46,489 61,507 80,512
----------- ----------- -----------
$ 312,130 $ 345,676 $ 472,008
=========== =========== ===========
Operating Income (Loss):
North America $ 15,947 $ 8,127 $ 36,434
Europe (2,728) 2,410 9,860
Corporate and other (12,805) (16,182) (15,461)
------------ ------------ ------------
$ 414 $ (5,645) $ 30,833
=========== ============ ===========
Identifiable Assets:
North America $ 127,537 $ 133,841 $ 154,951
Europe 10,958 15,947 22,736
Corporate and Other(1) 11,303 12,579 21,472
----------- ----------- -----------
$ 149,798 $ 162,367 $ 199,159
=========== =========== ===========
(1) Corporate and other identifiable assets consist principally of cash and
temporary cash investments and other assets.
4
EXECUTIVE OFFICERS OF THE COMPANY
---------------------------------
Period During Other Positions
Which Served as and Offices with
Name Age Office Executive Officer(1) Registrant
---- --- ------ --------------------- ------------------
As of December 31, 2001, the following individuals were executive officers of the Company:
James R. Boldt 50 President and June 21, 2001 for President,
Chief Executive Officer and July 16, 2001 for Chief
Executive Officer, both 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 February 12, 1996 to
Chief Financial Officer October 1, 2001
Alex P. Alexander 40 Vice President January 2, 2001 to date None
G. David Baer 66 Executive Vice President October 1, 2001 to date None
Arthur W. Crumlish 47 Vice President September 24, 2001 to date None
Gregory M. Dearlove 47 Vice President, October 1, 2001 to date Treasurer
Chief Financial Officer
Paul F. Dimouro 59 Vice President September 24, 2001 to date None
Filip J.L. Gyde 41 Vice President October 1, 2000 to date None
Jonathan M. Harding 49 Vice President September 24, 2001 to date None
Thomas J. Niehaus 40 Vice President July 22, 1999 to date None
Peter P. Radetich 48 Vice President, April 28, 1999 to date Secretary
General Counsel
(1) Business Experience
-------------------
Mr. Boldt was appointed president and joined CTG's Board of Director's on June
21, 2001, and was appointed chief executive officer on July 16, 2001. Mr. Boldt
joined the Company as a vice president, chief financial officer and treasurer in
February 1996.
Mr. Alexander was promoted to vice president and chief information officer on
January 2, 2001. Currently, Mr. Alexander is the vice president of CTG's Retail
Solutions practice. Mr. Alexander joined the company in September 1997, and was
a managing director in the Company's consulting practice. Prior to that, Mr.
Alexander held various executive level positions with Electronic Data Systems.
Mr. Baer rejoined the Company as executive vice president in October 2001. Mr.
Baer co-founded CTG in 1996 with Randolph A. Marks who the current non-executive
chairman of the Company. From 1966 to 1995, Mr. Baer held a variety of executive
level management positions within the Company, and was on its Board of Directors
from 1966 to 1996. Prior to rejoining the Company, Mr. Baer was retired.
5
Mr. Crumlish was promoted to vice president in September 2001, and is currently
responsible for the Company's Strategic Staffing Services organization. Prior to
that, he was controller of the Strategic Staffing Services organization. Mr.
Crumlish joined the Company in 1990.
Mr. Dearlove joined the Company as a vice president and its chief financial
officer in October 2001. Prior to that, Mr. Dearlove was the office managing
partner of Deloitte & Touche's (Deloitte) Upstate New York Offices from June
1997 to September 2001. Mr. Dearlove had been a partner with Deloitte since
1986.
Mr. Dimouro joined the Company full-time as a vice president in September 2001.
Prior to that in 2000 and early 2001, Mr. Dimouro provided consultative services
to the Company, and also worked full time for the Company from mid-1980 until
the late 1990's. Previously, Mr. Dimouro was president of AOP Solutions, and
held executive and management level positions with The Judge Group, Computer
Sciences Corporation, and Logicon.
Mr. Gyde was promoted to vice president in October 2000, and is currently
responsible for all of the Company's European operations. Prior to that, Mr.
Gyde was managing director of the Company's Belgium operation. Mr. Gyde has been
with the Company since May 1987.
Mr. Harding joined the Company as a vice president in September 2001, and is
currently responsible for the Company's North American operations. Prior to
that, Mr. Harding was president and chief executive officer of Viador, and was
an executive for Brock Control Systems and KnowledgeWare. Mr. Harding also
worked for the Company from the late-1980's to the early-1990's.
Mr. Niehaus joined the Company in February 1999, and was promoted to vice
president of CTG HealthCare Solutions in July 1999. Previously, Mr. Niehaus was
executive vice president of Elumen Solutions, Inc. from September 1997 to
February 1999. Prior to that, Mr. Niehaus was vice president of Exemplar
Systems.
Mr. Radetich joined the Company in June 1988 as associate general counsel, and
was promoted to general counsel and secretary in April 1999.
6
ITEM 2. PROPERTIES
----------
The Company occupies a headquarters building at 800 Delaware Avenue, and an
office building at 700 Delaware Avenue, both located in Buffalo, New York. The
corporate headquarters consists of approximately 40,000 square feet and is
occupied by corporate administrative operations. The office building consists of
approximately 39,000 square feet and is also occupied by corporate
administrative operations. There are no mortgages on either of these buildings.
The Company also owns a 37,000 square foot building in Melbourne, Florida with a
net book value of $1.8 million, which it has leased to a third party under a
one-year lease. Subsequent to December 31, 2001, the Company has accepted a
purchase offer to sell this building, and expects to close the sale in the
second quarter of 2002. Net proceeds from the sale are anticipated to be
approximately $2 million, and the Company does not expect to record a loss on
the sale of the property.
The remainder of the Company's locations are leased facilities. Most of these
facilities serve as sales and support offices and their size varies, generally
in the range of 1,000 to 16,000 square feet, with the number of people employed
at each office. The Company's lease terms generally vary from periods of less
than a year to five years and generally have flexible renewal options. The
Company believes that its present owned and leased facilities are adequate to
support its current and anticipated future needs.
ITEM 3. LEGAL PROCEEDINGS
-----------------
The Company is involved in various legal proceedings, including litigation
arising in the normal course of business. In the opinion of management, an
adverse outcome to any of these proceedings will not have a material effect on
the financial condition of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
Not applicable.
7
PART II
-------
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS
--------------------------------------------------------------------
Information relating to the market for, and market prices of, the Company's
Common Stock, the approximate number of Company shareholders, and the Company's
dividend history for the past two years is included under the caption "Stock
Market Information" in the Company's Annual Report to Shareholders for the year
ended December 31, 2001, submitted herewith as an exhibit, and incorporated
herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
-----------------------
A five-year summary of certain financial information relating to the financial
condition and results of operations of the Company is included under the caption
"Consolidated Summary - Five-Year Selected Financial Information" in the
Company's Annual Report to Shareholders for the year ended December 31, 2001,
submitted herewith as an exhibit, and incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
Management's discussion and analysis of financial condition and results of
operations is included in the Company's Annual Report to Shareholders for the
year ended December 31, 2001, under the heading "Management's Discussion and
Analysis of Results of Operations and Financial Condition," submitted herewith
as an exhibit, and incorporated herein by reference.
ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
---------------------------------------------------------
The Company does not have any off balance sheet market risk sensitive
instruments for which disclosure is required, and historically the Company has
not been subject to material effects from foreign currency exchange rate
fluctuations. Information about the Company's long-term debt can be found in
footnote No. 5. Debt in the footnotes to the consolidated financial statements
in the Company's Annual Report to Shareholders for the year ended December 31,
2001, submitted herewith as an exhibit, and incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
The consolidated financial statements of the Company and the required
Supplementary Data Information are included in the Company's Annual Report to
Shareholders for the year ended December 31, 2001, submitted herewith as an
exhibit, and incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
---------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
Not applicable.
II-1
8
PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------
The information in response to this item is incorporated herein by reference to
the information set forth under "Election of Directors" and under "Section 16(a)
Beneficial Ownership Reporting" in the Company's definitive Proxy Statement
filed or to be filed under Regulation 14A and used in connection with the
Company's 2002 annual meeting of shareholders to be held on May 1, 2002, except
insofar as information with respect to executive officers is presented in Part
I, Item 1 hereof pursuant to General Instruction G(3) of Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
----------------------
The information in response to this item is incorporated herein by reference to
the information under the caption "Executive Compensation and Other Information"
presented in the Company's definitive Proxy Statement filed or to be filed under
Regulation 14A and used in connection with the Company's 2002 annual meeting of
shareholders to be held on May 1, 2002, excluding the Compensation Committee
Report on Executive Compensation and the Company's Performance Graph.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
The information in response to this item is incorporated herein by reference to
the information under the caption "Security Ownership of the Company's Common
Shares by Certain Beneficial Owners and by Management" presented in the
Company's definitive Proxy Statement filed or to be filed under Regulation 14A
and used in connection with the Company's 2002 annual meeting of shareholders to
be held on May 1, 2002.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
The information in response to this item is incorporated herein by reference to
the information under the caption "Certain Relationships and Related
Transactions" presented in the Company's definitive Proxy Statement filed or to
be filed under Regulation 14A and used in connection with the Company's 2002
annual meeting of shareholders to be held on May 1, 2002.
III-1
9
PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
---------------------------------------------------------------
(A) Index to Financial Statements and Financial Statement Schedules
---------------------------------------------------------------
(1) The following Consolidated Financial Statements and related information are
incorporated by reference from the 2001 Annual Report to Shareholders,
submitted herewith as Exhibit 13:
2001 Annual Report
Page Reference
--------------
Independent Auditors' Report 20
Consolidated Statements of Operations 21
Consolidated Balance Sheets 22
Consolidated Statements of Cash Flows 23
Consolidated Statements of Changes in
Shareholders' Equity 24
Notes to Consolidated Financial Statements 26
(2) Index to Consolidated Financial Statement Schedules
2001 Form 10-K
Page Reference
--------------
Independent Auditors' Report IV-2
Financial statement schedule:
Valuation and Qualifying Accounts
(Schedule II) IV-3
(B) Reports on Form 8-K
-------------------
During the quarter ended December 31, 2001, the Company filed Form 8-K
reports on the following dates regarding the following matters:
October 9, 2001 - Press release entitled "CTG Announces 2001 Third Quarter
Conference Call Information and Comments on Expected Results"
October 16, 2001 - Press release entitled "CTG Returns to Profitability in
2001 Third Quarter"
(C) Exhibits
--------
The Exhibits to this Form 10-K Annual Report are listed on the attached
Exhibit Index appearing on pages E-1 to E-3.
(D) Other Financial Statement Schedules
-----------------------------------
None
IV-1
10
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of
Computer Task Group, Incorporated
Buffalo, New York
We have audited the consolidated financial statements of Computer Task Group,
Incorporated (the "Company") and subsidiaries as of December 31, 2001 and 2000,
and for each of the three years in the period ended December 31, 2001, and have
issued our report thereon dated February 6, 2002; such financial statements and
report are included in your 2001 Annual Report to Shareholders and are
incorporated herein by reference. Our audits also included the consolidated
financial statement schedule of Computer Task Group, Incorporated and
subsidiaries, listed in Item 14. This consolidated financial statement schedule
is the responsibility of the Company's management. Our responsibility is to
express an opinion based on our audits. In our opinion, such consolidated
financial statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.
DELOITTE & TOUCHE LLP
Buffalo, New York
February 6, 2002
IV-2
11
COMPUTER TASK GROUP, INCORPORATED
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(amounts in thousands)
Balance at Balance at
Description January 1 Additions Deductions December 31
----------- ---------- --------- ---------- -----------
2001
ACCOUNTS DEDUCTED FROM ASSETS
Allowance for Doubtful Accounts $ 1,923 $ 543 $ (100)(A) $ 2,366
Reserve for Projects $ 531 $ - $ (44) $ 487
2000
ACCOUNTS DEDUCTED FROM ASSETS
Allowance for Doubtful Accounts $ 2,310 $ - $ (387)(A) $ 1,923
Reserve for Projects $ 891 $ - $ (360) $ 531
1999
ACCOUNTS DEDUCTED FROM ASSETS
Allowance for Doubtful Accounts $ 1,105 $ 1,520 $ (315)(B) $ 2,310
Reserve for Projects $ 1,000 $ - $ (109) $ 891
(A) Reflects additions charged to costs and expenses, less accounts written
off and translation adjustments.
(B) Reflects additions charged to costs and expenses, additions as part of the
acquisition of Elumen, less accounts written off and translation
adjustments.
IV-3
12
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
COMPUTER TASK GROUP, INCORPORATED
By /s/ James R. Boldt
-----------------------
James R. Boldt,
President and Chief Executive Officer
Dated: March 22, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
(i) Principal Executive Officer: President and Chief March 22, 2002
Executive Officer
/s/ James R. Boldt
-----------------------------------
(James R. Boldt)
(ii) Principal Accounting and Vice President and March 22, 2002
Financial Officer Chief Financial Officer
/s/ Gregory M. Dearlove
---------------------------
(Gregory M. Dearlove)
(iii) Directors
/s/ George B. Beitzel Director March 22, 2002
-----------------------------------
(George B. Beitzel)
/s/ James R. Boldt Director March 22, 2002
-----------------------------------
(James R. Boldt)
/s/ R. Keith Elliott Director March 22, 2002
-----------------------------------
(R. Keith Elliott)
/s/ Randolph A. Marks Director March 22, 2002
-----------------------------------
(Randolph A. Marks)
13
EXHIBIT INDEX
-------------
Page Number
Exhibit Description or (Reference)
------- ----------- --------------
2. Plan of acquisition, reorganization, arrangement, *
liquidation or succession.
3. (a) Restated Certificate of Incorporation of Registrant. (1)
(b) Restated By-laws of Registrant. (2)
4. (a) Specimen Common Stock Certificate. (2)
(b) Rights Agreement dated as of January 15, 1989, and (1)
amendment dated June 28, 1989, between Registrant
and The First National Bank of Boston, as Rights Agent.
(c) Form of Rights Certificate. (2)
9. Voting Trust Agreement. *
10. (a) Non-Compete Agreement, dated as of March 1, 1984, (2)
between Registrant and Randolph A. Marks.
(b) Stock Employee Compensation Trust Agreement, dated (2)
May 3, 1994, between Registrant and Thomas R. Beecher,
Jr., as trustee.
(c) Demand Grid Note, dated October 29, 1997, between Registrant (2)
and Computer Task Group, Incorporated Stock Employee
Compensation Trust.
(d) Pledge Agreement, between the Registrant and Thomas R. (2)
Beecher, Jr., as Trustee of the Computer Task Group, Incorporated
Stock Employee Compensation Trust.
(e) Stock Purchase Agreement, dated as of February 25, 1981, (3)
between Registrant and Randolph A. Marks.
----------------------------------------------------------------------------------------------------------------
* None or requirement not applicable.
(1) Filed as an Exhibit to the Registrant's Form 8-A/A filed on January 13, 1999, and
incorporated herein by reference.
(2) Filed as an Exhibit to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000, and incorporated herein by reference.
(3) Filed as an Exhibit to the Registrant's Registration Statement No. 2 - 71086 on Form S-7
filed on February 27, 1981, and incorporated herein by reference.
E-1
14
EXHIBIT INDEX (Continued)
-------------
Page number
Exhibit Description or (Reference)
------- ----------- --------------
10. (f) Description of Disability Insurance and Health (4)
Arrangements for Executive Officers.
(g) 2000 Key Employee Compensation Plans. (5)
(h) Management Stock Purchase Plan. (2)
(i) Computer Task Group, Incorporated Non-Qualified Key Employee (2)
Deferred Compensation Plan
(j) 1991 Restricted Stock Plan 17
(k) Computer Task Group, Incorporated 2000 Equity Award Plan (6)
(l) Executive Supplemental Benefit Plan 1997 Restatement 21
(m) First Amendment to the Computer Task Group, Incorporated
Executive Supplemental Benefit Plan 1997 Restatement 35
(n) Executive Compensation Plans and Arrangements. 38
(o) Change in Control Agreement, dated July 16, 2001, between 39
the Registrant and James R. Boldt
(p) Employment Agreement, dated July 16, 2001, between the
Registrant and James R. Boldt 49
(q) First Employee Stock Purchase Plan (Eighth Amendment and
Restatement) (7)
-----------------------------------------------------------------------------------------------------------------
(4) Filed as an Exhibit to Amendment No. 1 to Registration Statement No. 2-71086 on Form S-7
filed on March 24, 1981, and incorporated herein by reference.
(5) Included in the Registrant's definitive Proxy Statement dated March 22, 2002 on page 9
under the caption entitled "Annual Cash Incentive Compensation," and incorporated
herein by reference.
(6) Included in the Registrant's definitive Proxy Statement dated March 22, 2002 as Exhibit A,
and incorporated herein by reference.
(7) 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.
E-2
15
EXHIBIT INDEX (Continued)
-------------
Page number
Exhibit Description or (Reference)
------- --------------
11. Statement re: computation of per share earnings 60
12. Statement re: computation of ratios *
13. Annual Report to Shareholders 61
16. Letter re: change in certifying accountant. *
18. Letter re: change in accounting principles. *
21. Subsidiaries of the Registrant. 95
22. Published report regarding matters submitted to a vote *
of security holders.
23. Consent of experts and counsel. 96
24. Power of Attorney. *
99. Additional exhibits. *
-------------------------------------------------------------------------------------------------------------------
E-3
16