Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation These condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to the SEC rules and regulations. 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. All intercompany accounts have been eliminated. The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles requires the Company's management to make estimates, judgments and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes, which could be impacted by existing market conditions and factors, including among others lingering effects of the COVID-19 pandemic, current macroeconomic conditions such as inflation, and the unpredictability and severity of a civil unrest or outbreak of war or hostilities. Such estimates primarily relate to the recognition of revenue, leased assets and liabilities, the purchase accounting for acquisitions and the valuation of goodwill, the valuation allowance for deferred tax assets, actuarial assumptions including discount rates and expected return on assets, as applicable, for the Company’s defined benefit plans, the valuation of stock options and restricted stock for recording equity-based compensation expense, the allowance for credit losses, investment valuation, legal matters, other contingencies, and estimates of progress toward completion and direct profit or loss on contracts, as applicable. Management believes that the information and disclosures provided herein are adequate to present fairly the condensed consolidated financial position, results of operations, comprehensive income, cash flows, and shareholders’ equity of the Company. There were no subsequent events as of the date of this filing from the end of the fiscal first quarter on March 31, 2023 that require recognition or disclosure in these unaudited interim condensed consolidated financial statements. The Company operates in three segments within its business, North America IT Solutions and Services, Europe IT Solutions and Services, and Non-Strategic Technology Services. The Company provides information and technology-related services to its clients. 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. These services ensure that the Company's clients utilize the right information technology to meet their business needs, maximize their IT systems’ value, and operate efficiently and effectively. A typical client is an organization with large, complex technology, information, and data processing requirements. The segment revenue for the quarters ended March 31, 2023 and April 1, 2022 was as follows: For the Quarter Ended: Year-over-Year (amounts in thousands) March 31, 2023 April 1, 2022 Change North America IT Solutions and Services 29.6 % $ 23,196 22.9 % $ 20,435 13.5 % Europe IT Solutions and Services 51.3 % 40,093 47.5 % 42,478 ( 5.6 )% Non-Strategic Technology Services 19.1 % 14,913 29.6 % 26,504 ( 43.7 )% Total 100.0 % $ 78,202 100.0 % $ 89,417 ( 12.5 )% The Company focuses a significant portion of its services through five vertical market focus areas: healthcare (which includes services provided to healthcare providers, health insurers (payers), and life sciences companies), financial services, manufacturing, technology service providers, 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. The Company’s revenue by vertical market as a percentage of total revenue for the quarters ended March 31, 2023 and April 1, 2022 was as follows: For the Quarter Ended March 31, 2023 April 1, 2022 Healthcare 18.7 % 17.4 % Financial services 17.4 % 16.5 % Manufacturing 16.4 % 13.9 % Technology service providers 16.1 % 23.8 % Energy 6.3 % 5.3 % General markets 25.1 % 23.1 % Total 100.0 % 100.0 % Revenue 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 (i.e. progress billing), 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. Revenue recognition over time 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 the Company's 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 quarters ended March 31, 2023 and April 1, 2022 was as follows: For the Quarter Ended March 31, 2023 April 1, 2022 Time-and-material 78.6 % 77.2 % Progress billing 15.3 % 18.9 % Percentage-of-completion 6.1 % 3.9 % Total 100.0 % 100.0 % The Company recorded revenue in the quarters ended March 31, 2023 and April 1, 2022 as follows: For the Quarter Ended: March 31, 2023 April 1, 2022 Year-over-Year (amounts in thousands) North America 48.4 % $ 37,859 51.7 % $ 46,262 ( 18.2 )% Europe 51.6 % 40,343 48.3 % 43,155 ( 6.5 )% Total 100.0 % $ 78,202 100.0 % $ 89,417 ( 12.5 )% 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 the satisfaction of performance obligations or determining the 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. We determine standalone selling price based on the expected cost of the good or service plus margin approach. Certain clients may qualify for discounts and rebates, which the Company accounts for as variable consideration. We estimate variable consideration and reduce revenue recognized based on the amount we expect 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 the Company's contracts with clients. Advance billings represent contract liabilities for cash payments received in advance of the Company's performance. Unbilled receivables are reported within “accounts receivable” on the consolidated balance sheets. 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 March 31, 2023 , the aggregate transaction price allocated to unsatisfied or partially unsatisfied performance obligations for fixed-price and all managed-support contracts was approximately $ 7.3 million and $ 55.6 million, respectively. Approximately $ 38.1 million of the transaction price allocated to unsatisfied or partially unsatisfied performance obligations is expected to be earned in 2023 , and approximately $ 24.8 million of the transaction price allocated to unsatisfied or partially unsatisfied performance obligations is expected to be earned in 2024 and beyond . The Company uses the right to invoice practical expedient. Therefore, no disclosure is required for unsatisfied performance obligations for contracts in which the Company recognized revenue at the amount to which it has the right to invoice for services performed. Taxes Collected from Clients The Company records taxes collected from its clients for remittance to governmental authorities, primarily in its international locations, on a net basis in the condensed consolidated financial statements. 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 March 31, 2023 and December 31, 2022, the carrying amounts of the Company’s cash of $ 23.3 million and $ 25.1 million, respectively, approximated fair value. As described in Note 3 of the condensed consolidated financial statements, the Company acquired 100 % of the equity of Eleviant in the 2022 third quarter. Level 3 inputs were used to estimate the fair values of the assets acquired and liabilities assumed. The valuation techniques used to assign fair values to intangible assets included the relief-from-royalty and excess earnings methods. The Company has recorded 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 Eleviant of revenue and gross profit targets for fiscal 2022, 2023 and 2024. There is no payout if the achievements are below the target threshold. However, in subsequent years, if the preceding year’s targets were not met, an earn-out can be earned for both years if the combined total for gross profit or revenue for the two years exceeds the combined two-year targets. The fair value of the contingent consideration as of March 31, 2023 was $ 4.0 million. 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 currently on 16 individuals, whose average age is 79 years old. Those policies have generated cash surrender value and the Company has taken loans against the policies. At March 31, 2023 , the insurance policies that have been borrowed against have a gross cash surrender value of $ 29.7 million, outstanding loans and interest totaling $ 26.4 million, and a net cash surrender value of $ 3.3 million. At December 31, 2022, these insurance policies had a gross cash surrender value of $ 29.5 million, outstanding loans and interest totaling $ 26.0 million, and a net cash surrender value of $ 3.5 million. The net cash surrender values are included on the condensed consolidated balance sheets in “Cash surrender value of life insurance, net” under non-current assets. At both March 31, 2023 and December 31, 2022, the total death benefit for the remaining policies was approximately $ 37.0 million. Currently, upon the death of all of the remaining plan participants, the Company would expect to receive approximately $ 10.3 million after the payment of obligations, and, under current tax regulations, record a non-taxable gain of approximately $ 6.9 million. 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. The Company does not fund its bank accounts for the checks it has written until the checks are presented to the bank for payment. In the event the Company has no available cash at the bank for which it writes its checks, the "change in cash overdraft, net" line item on the condensed consolidated statement of cash flows would be present, and represent 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 March 31, 2023 and December 31, 2022, 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 its working capital management, the Company has a factoring agreement to sell certain trade accounts receivables associated with its largest client on a non-recourse basis to a third-party financial institution. The Company accounts for these transactions as sales of receivables and presents cash proceeds as cash provided by operating activities in the condensed consolidated statements of cash flows. There were $ 10.4 million and $ 4.5 million trade accounts receivable sold under the factoring agreement during the quarters ended March 31, 2023 and April 1, 2022 , respectively. Fees for the factoring arrangement were recorded in cost of services and were $ 0.1 million and less than $ 0.1 million in the quarters ended March 31, 2023 and April 1, 2022 , respectively. Property, Equipment and Capitalized Software Costs Property, equipment and capitalized software at March 31, 2023 and December 31, 2022 were recorded as follows: (amounts in thousands) March 31, 2023 December 31, 2022 Property, equipment and capitalized software $ 15,541 $ 15,086 Accumulated depreciation and amortization ( 10,105 ) ( 10,025 ) Property, equipment and capitalized software, net $ 5,436 $ 5,061 The Company capitalizes software projects developed for commercial use. The change in the Company’s capitalized software cost balance during the quarters ended March 31, 2023 and April 1, 2022 was as follows: For the Quarter Ended (amounts in thousands) March 31, 2023 April 1, 2022 Capitalized software, beginning balance $ 1,484 $ 1,607 Foreign currency translation 24 ( 34 ) Capitalized software $ 1,508 $ 1,573 Capitalized software amortization periods range from three to five years , and are evaluated periodically for propriety. The Company capitalized a total of $ 0.2 million of costs related to the development of software for sale or license for the quarter ended March 31, 2023 that has not yet been placed in service. Amortization expense and accumulated amortization for these projects for the quarters ended March 31, 2023 and April 1, 2022 are as follows: For the Quarter Ended (amounts in thousands) March 31, 2023 April 1, 2022 Accumulated amortization, beginning balance $ 1,232 $ 978 Amortization expense 83 72 Accumulated amortization $ 1,315 $ 1,050 Guarantees The Company has a number of guarantees in place in its European operations that support office leases and performance under government contracts. These guarantees totaled approximately $ 1.3 million and $ 3.0 million at March 31, 2023 and December 31, 2022, respectively, and have expiration dates ranging from April 2023 through October 2034 . Goodwill The goodwill recorded on the Company's condensed consolidated balance sheet at March 31, 2023 relates to previous acquisitions, including Eleviant in 2022. 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. There were no impairment indicators noted in the quarters ended March 31, 2023 and April 1, 2022. The changes in the carrying amount of goodwill for the quarter ended March 31, 2023 are as follows: (amounts in thousands) Balance at December 31, 2022 $ 35,998 Acquisitions ( 82 ) Foreign currency translation 313 Balance at March 31, 2023 $ 36,229 The Company's goodwill by segment at March 31, 2023 and December 31, 2022 was as follows: (amounts in thousands) March 31, 2023 December 31, 2022 North America IT Solutions and Services $ 18,673 $ 18,753 Europe IT Solutions and Services 17,556 17,245 Total goodwill $ 36,229 $ 35,998 Acquired Intangible Assets Acquired intangible assets at March 31, 2023 consist of the following: (amounts in thousands) Estimated Gross Carrying Amount Accumulated Amortization Foreign Currency Translation Net Carrying Amount Trademarks 2 years $ 1,532 $ ( 1,403 ) $ ( 129 ) $ — Technology 10 years 1,141 ( 205 ) ( 17 ) 919 Customer relationships 7 - 13 years 17,196 ( 4,483 ) ( 1,003 ) 11,710 Total $ 19,869 $ ( 6,091 ) $ ( 1,149 ) $ 12,629 Acquired intangible assets at December 31, 2022 consist of the following: (amounts in thousands) Estimated Gross Carrying Amount Accumulated Amortization Foreign Currency Translation Net Carrying Amount Trademarks 2 years $ 1,532 $ ( 1,380 ) $ ( 152 ) $ — Technology 10 years 1,141 ( 161 ) ( 23 ) 957 Customer relationships 7 - 13 years 17,196 ( 4,053 ) ( 1,157 ) 11,986 Total $ 19,869 $ ( 5,594 ) $ ( 1,332 ) $ 12,943 Estimated amortization expense for the remainder of 2023, the five succeeding years, and thereafter is as follows: Year Annual Amortization (amounts in thousands) 2023 (remaining) $ 1,280 2024 1,707 2025 1,707 2026 1,707 2027 1,299 2028 1,218 Thereafter 3,711 Total $ 12,629 Recently Issued Accounting Standards In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The objective of this ASU is to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in this ASU are elective and apply to all entities, subject to meeting certain criteria, that have contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. Then in December 2022, the FASB issued ASU No. 2022-06 “Deferral of the Sunset Date of Topic 848” which amends and extends the sunset date to December 31, 2024. The Company does not expect a significant impact from the adoption of this standard as provisions have been made in our Credit Agreement to use an alternate benchmark interest rate when the use of LIBOR is discontinued. |