1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 27, 1996 Commission file number 1-9410 ----------------------------- Computer Task Group, Incorporated --------------------------------- (Exact name of Registrant as specified in its charter) 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 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 --- --- Number of shares of common stock outstanding: Shares outstanding Title of each class September 27, 1996 ------------------- ------------------ Common stock, par value $.01 per share 10,327,276 2 PART I. FINANCIAL INFORMATION ----------------------------- ITEM 1. FINANCIAL STATEMENTS COMPUTER TASK GROUP, INCORPORATED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) Quarter Ended Three Quarters Ended September 27, September 29, September 27, September 29, 1996 1995 1996 1995 ----------- ---------- ---------- ----------- Revenue $ 89,410 $ 85,609 $ 270,735 $ 252,448 Direct costs 63,295 62,358 193,797 184,414 Selling, general and administrative expenses 21,255 20,000 63,696 58,711 ----------- ---------- ---------- ----------- Operating income 4,860 3,251 13,242 9,323 Interest and other income 210 131 930 346 Interest and other expense (47) (212) (1,062) (1,001) ----------- ---------- ---------- ----------- Income before income taxes 5,023 3,170 13,110 8,668 Income tax expense (benefit) 2,009 (1,988) 5,244 17 ----------- --------- ---------- ----------- Net income $ 3,014 $ 5,158 $ 7,866 $ 8,651 =========== ========== ========== =========== Net income per share $ 0.34 $ 0.59 $ 0.89 $ 1.00 =========== ========== ========== =========== Weighted average shares outstanding 8,839 8,685 8,820 8,655 Cash dividend per share $ - $ - $ 0.10 $ 0.10 The accompanying notes are an integral part of these consolidated financial statements. 2 3 COMPUTER TASK GROUP, INCORPORATED CONSOLIDATED BALANCE SHEET September 27, December 31, 1996 1995 ---------- ----------- (Unaudited) (Audited) (amounts in thousands) ASSETS Current Assets: Cash and temporary cash investments $ 33,069 $ 16,545 Accounts receivable, net of allowance for doubtful accounts of $859,000 58,993 58,546 Prepaids and other 1,891 1,621 Deferred income taxes 2,058 2,057 ---------- ----------- Total current assets 96,011 78,769 Property and equipment, net of accumulated depreciation and amortization 14,561 17,981 Acquired intangibles, net of accumulated amortization of $6,152,000 and $5,568,000 4,756 5,526 Deferred income taxes 919 1,969 Other assets 620 521 ---------- ----------- Total assets $ 116,867 $ 104,766 ========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt $ - $ 2,289 Accounts payable 11,230 9,365 Accrued compensation 19,416 9,961 Income taxes payable 1,429 2,080 Advance billings on contracts 1,258 2,168 Other current liabilities 6,003 3,397 ---------- ----------- Total current liabilities 39,336 29,260 Long-term debt - 3,640 Deferred compensation benefits 9,000 8,739 Other long-term liabilities 1,651 1,651 ---------- ----------- Total liabilities 49,987 43,290 Shareholders' Equity Common stock, par value $.01 per share, 25,000,000 shares authorized; 13,458,129 and 13,306,594 shares issued 135 133 Capital in excess of par value 137,181 114,446 Retained earnings 22,700 15,687 Foreign currency adjustment (2,474) (1,735) Less: Treasury stock of 3,130,853 and 3,008,456 shares, at cost (31,629) (28,594) Loans to employees (336) (371) Stock Employee Compensation Trust of 1,830,618 shares, at market value (56,749) (36,170) Minimum pension liability adjustment (1,948) (1,920) ---------- ----------- Total shareholders' equity 66,880 61,476 ---------- ----------- Total liabilities and shareholders' equity $ 116,867 $ 104,766 ========== =========== The accompanying notes are an integral part of these consolidated financial statements. 3 4 COMPUTER TASK GROUP, INCORPORATED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) Three Quarters Ended September 27, September 29, 1996 1995 --------- -------- (Amounts in thousands) Cash flows from operating activities: Net income $ 7,866 $ 8,651 Adjustments: Depreciation and amortization expense 4,280 4,575 Loss on disposal of property and equipment 406 - Deferred compensation expense 233 373 Changes in assets and liabilities: Increase in accounts receivable (959) (6,972) Increase in prepaids and other (349) (642) Decrease in deferred income taxes 1,049 2,724 (Increase) decrease in other assets (99) 353 Increase (decrease) in accounts payable 1,920 (1,837) Increase in accrued compensation 9,340 9,814 Increase (decrease) in income taxes payable (644) 206 Increase (decrease) in advance billings on contracts (925) 565 Increase (decrease) in other current liabilities 2,684 (2,132) Decrease in other long-term liabilities - (8) --------- -------- Net cash provided by operating activities 24,802 15,670 Cash flows from investing activities: Additions to property and equipment (2,196) (3,374) Proceeds from disposal of property and equipment 1,474 - --------- -------- Net cash used in investing activities (722) (3,374) Cash flows from financing activities: Net proceeds from short-term borrowings - (4,500) Principal payments on long-term debt (5,929) (1,643) Proceeds from Employee Stock Purchase Plan 490 371 Purchase of treasury stock (3,035) (3,150) Purchase of stock by the Stock Employee Compensation Trust - (734) Proceeds from other stock plans 1,703 4,976 Dividends paid (853) (823) ---------- -------- Net cash used in financing activities (7,624) (5,503) Effect of exchange rate changes on cash and temporary cash investments 68 420 --------- -------- Net increase in cash and temporary cash investments 16,524 7,213 Cash and temporary cash investments at beginning of year 16,545 5,112 --------- -------- Cash and temporary cash investments at end of quarter $ 33,069 $ 12,325 ========= ======== The accompanying notes are an integral part of these consolidated financial statements. 4 5 COMPUTER TASK GROUP, INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. Financial Statements The consolidated financial statements included herein reflect, in the opinion of the management of Computer Task Group, Incorporated (the Company), all normal recurring adjustments necessary to present fairly the financial position, results of operations and of cash flows for the periods presented. 2. Basis of Presentation The consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the SEC rules and regulations. Management believes that the information and disclosures provided herein are adequate to present fairly the financial position, results of operations and of cash flows of the Company. It is suggested that these financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company's latest Annual Report on Form 10-K filed with the SEC. 5 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE QUARTER AND THREE QUARTERS ENDED SEPTEMBER 27, 1996 Results of Operations - --------------------- This document may contain certain forward looking statements concerning the Company's current expectations as to future results. Such statements are made by the Company based upon current assumptions as to the anticipated growth of the industry, price and wage inflation, and the availability of qualified professional staff, and involve a number of risks and uncertainties. As such, actual results may differ materially. The Company reported third quarter revenue of $89.4 million and net income of $3.0 million and year-to-date revenue of $270.7 million and net income of $7.9 million. Third quarter 1996 revenue of $89.4 million was 4.4 percent greater than third quarter 1995 revenue of $85.6 million. $2.1 million of the increase results from a 2.7 percent increase in revenue from North American operations. The North American increase is primarily attributable to an increase in billable rates from the third quarter of 1995 to the third quarter of 1996. European revenue increased by $1.7 million or 21.5 percent, due to an increase in billable staff of 31.7 percent from the third quarter of 1995 to the third quarter of 1996. IBM continues to be the Company's largest customer, accounting for $26.8 million or 30.0 percent of third quarter 1996 revenue and $76.7 million or 28.3 percent of year-to-date revenue. Revenue from IBM accounted for 24.0 percent and 22.0 percent, respectively, of third quarter and year-to-date 1995 revenue. Direct costs, defined as costs for billable staff, in the third quarter were $63.3 million or 70.8 percent of revenue compared to $62.4 million or 72.9 percent of revenue in the third quarter of 1995. Direct costs for the 1996 year-to-date period were 71.6 percent of revenue, as compared to 73.1 percent for the 1995 year-to-date period. The decrease in direct costs as a percentage of revenue compared to the third quarter of 1995 and for 1995 year-to-date is primarily due to an increase in billing rates, and an increase in the utilization of professional staff. Selling, general and administrative expenses were $21.3 million or 23.8 percent of revenue in the third quarter of 1996 compared to $20.0 million or 23.4 percent of revenue in the third quarter of 1995. Selling, general and administrative expenses were $63.7 million or 23.5 percent of revenue for the 1996 year-to-date period as compared to $58.7 or 23.3 percent of revenue for the 1995 year-to-date period. Operating income was $4.9 million or 5.4 percent of revenue in the third quarter of 1996 compared to $3.3 million or 3.8 percent of revenue in the third quarter of 1995. Operating income was $13.2 million or 4.9 percent of revenue for the 1996 year-to-date period as compared to $9.3 million or 3.7 percent of revenue for the 1995 year-to-date period. The increase is primarily due to the factors discussed above. Operating income from North American operations increased $.7 million or 21.4 percent for the third quarter of 1996 and $2.0 million or 21.7 percent for the 1996 year-to-date period. European operations recorded operating income of $.8 million and $2.2 million, respectively, in the third quarter of 1996 and the 1996 year-to-date period, compared to an operating loss of $.1 million and operating income of $.2 million, respectively, in the third quarter of 1995 and the 1995 year-to-date period. Income before income taxes increased by $1.8 million from $3.2 million or 3.7 percent of revenue in the third quarter of 1995 to $5.0 million or 5.6 percent of revenue in the third quarter of 1996, and by $4.4 million from $8.7 million or 3.4 percent of revenue for the 1995 year-to-date period to $13.1 million or 4.8 percent of revenue for the 1996 year-to-date period. The provision for income taxes for the third quarter of 1996 was 40 percent, compared to a benefit for the third quarter of 1995. The 1995 benefit was a result of the Company recording a tax benefit of $3.2 million related to losses associated with the Company's European operations. During the third quarter of 1995, the Company completed an assessment of its alternatives for its European operations, including a determination of the value of these operations. Based on this assessment, the Company recorded tax benefits for these losses which were previously recognized for financial reporting purposes. Without this benefit, the tax rate would have approximated 37 percent. 6 7 The 1995 rate was reduced primarily due to a decrease in the Company's reserve for potential income tax assessments taken in the third quarter of 1995. The Company's goal is to continue to increase billable headcount to meet market demand. It is the Company's goal to reduce direct costs as a percentage of revenue and contain selling, general and administrative expenses as the Company grows. Financial Condition - ------------------- Cash provided by operations was $24.8 million for the first three quarters of 1996. Net income totaled $7.9 million and non-cash adjustments for depreciation and amortization expense and deferred compensation expense totaled $4.5 million. The $1.0 million or 1.7 percent increase in accounts receivable is primarily a result of the increase in revenue offset by improved accounts receivable turnover. Prepaid assets increased $.3 million due to the prepayment of items that will be expensed throughout the remainder of the year. The $1.9 million increase in accounts payable is primarily due to the timing of payments at quarter end versus the prior year end. Accrued compensation and other current liabilities increased $12.0 million as a result of the timing of the Company's U.S. bi-weekly payroll and due to an increase in the usage of outside contractors by the Company during 1996. Net property and equipment decreased $3.4 million. Additions to property and equipment were $2.2 million offset by year-to-date depreciation of $3.7 million and disposals of $1.9 million. The Company has no material commitments for capital expenditures at September 27, 1996. Net acquired intangibles decreased $.8 million, caused by year-to-date amortization of $.6 million and $.2 million in translation adjustments. Financing activities used $7.6 million of cash for the first three quarters of 1996. The Company repaid $5.9 million of long-term debt to reduce its outstanding balances at September 27, 1996 to zero. At September 27, 1996, the Company's current ratio is 2.4 to 1. During the first three quarters of 1996, the Company received $.5 million from employees for 20,800 shares of stock purchased under the Employee Stock Purchase Plan. The Company also received $1.7 million for the exercise of stock options. Payments totaling $3.0 million were made for the purchase of stock for treasury. The Company paid an annual dividend of $.10 per share totaling $853,000 in May 1996. The Company has approximately $54 million in aggregate lines of credit which are renewable annually at various times throughout the year. 7 8 PART II. OTHER INFORMATION -------------------------- Item 6 - Exhibits -------- Exhibit Description Page ------- ----------- ---- 11. Statement re: computation of earnings per share 9 27. Financial Data Schedule 11 * * * * * * * SIGNATURE --------- Pursuant to the requirements 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 Principal Accounting and Financial Officer Title: Vice President - Finance Date: November 11, 1996 8