SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
(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 Number 0-20807
ICT GROUP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2458937
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 Brandywine Boulevard
Newtown, PA 18940
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 267-685-5000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each Exchange on which registered
------------------- -----------------------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
--------------------------------------
(Title of class)
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 the definitive proxy statement incorporated by reference in Part
III of this annual report on Form 10-K or any amendment to this annual report on
Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant is approximately $116,627,160. Such aggregate market value was
computed by reference to the closing price of the Common Stock as reported on
the National Market of The Nasdaq Stock Market on March 15, 2002. For purposes
of this calculation only, the registrant has defined affiliates as including all
directors and executive officers. In making such calculation, registrant is not
making a determination of the affiliate or non-affiliate status of any holders
of shares of Common Stock.
The number of shares of the registrant's Common Stock outstanding as of March
15, 2002 was 12,267,125.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's definitive Proxy Statement relating to the 2002 Annual
Meeting of Shareholders are incorporated by reference into Part III hereof.
This amendment to ICT Group, Inc.'s (the "Company") Form 10-K for the
fiscal year ended December 31, 2001 amends and modifies the Form 10-K to amend
and restate in their entirety the following items: Item 1 of Part I, Item 11 of
Part III, Item 14 of Part IV, and the Exhibit Index. Item 1 of Part I is being
amended and restated solely to identify the name of the customer that
represented 12% of the Company's net revenues in 2001. Item 11 of Part III is
being amended and restated to correct the number of options held by each named
executive officer and related disclosure and to correct a de minimus
typographical error in the base salary reported for Dean J. Kilpatrick, one of
our named executive officers. Item 14 of Part IV is being amended and restated
to correct incorporation by reference notations and to add an omitted exhibit.
PART I
Item 1. Business.
ICT Group, Inc. (the "Company" or "ICT") is a leading global provider
of integrated customer relationship management (CRM) solutions. The Company
provides integrated sales, marketing and customer care solutions designed to
help its clients identify, acquire, retain, service, measure, and maximize the
lifetime value of their customer relationships. ICT's comprehensive, balanced
mix of outsourced CRM solutions includes inbound and outbound sales,
up-selling/cross-selling, customer care and retention and technical support/help
desk services as well as full-service marketing research, including telephone
interviewing, coding and analysis as well as database design and marketing
analysis.
ICT also offers a comprehensive suite of CRM technologies on a hosted
basis, for use by clients at their own in-house facilities, or on a co-sourced
basis, in conjunction with its fully compatible, Web-enabled customer contact
centers. These include: automatic call distribution (ACD), contact management,
automated e-mail management and processing, sales force and marketing
automation, interactive voice response services, alert notification and Web
self-help for the delivery of consistent, quality customer care in a
multi-channel environment.
Industry Overview:
The CRM services market includes traditional activities such as
inbound and outbound telesales and customer care, e-business support and
marketing services including market research and database marketing and
analysis. Customer contact center outsourcing has evolved significantly in
recent years. Competitive pressures, advancements in technology and an
accelerating trend toward outsourcing customer care has resulted in the demand
for more complex, interactive and multi-channel CRM solutions. Outsourced CRM
service providers are now expected to serve more as a business "partner,"
offering clients value-added contact center strategies rather than traditional
commodity-based sales and service applications.
ICT is ahead of the competition in responding to this trend and has
already expanded its portfolio of value-added services to include niche,
industry-specialized sales, customer care and marketing support services
designed to improve clients' profitability and maximize their per-customer
revenue. As an example, ICT recently introduced Direct Response Medical
Detailing (DrMD(SM)), a data modeling, multi-channel detailing program designed
to influence prescribing activity and increase pharmaceutical clients' ROI for
certain prescription products.
ICT Approach:
ICT believes that it has distinguished itself in the CRM solutions
industry by having a balanced growth strategy, vertical market and
customer-centric focus, comprehensive portfolio of services, and substantial
resources to support future expansion. The Company continues to expand its
worldwide network of state-of-the-
1
art CRM contact centers in order to deliver globally integrated, multi-channel
CRM sales and service solutions to meet the specific needs of its large,
multinational clients.
With extensive experience providing outsourced sales, marketing and
customer care services, the Company is well-positioned for continued success in
a large and growing market. By leveraging its strong management team, proven
business model, global infrastructure, CRM operating and technology investments,
and expertise in target industries, ICT intends to advance its leadership
position as a global supplier of integrated CRM solutions.
The Company also plans to:
. Introduce additional cost-effective, off-shore CRM solutions
. Continue investing in its outsourced customer care services
. Further develop its value-added marketing services
. Deepen relationships with existing customers
. Further expand its international presence
Strategy
The Company's growth strategy includes the following key elements:
. Expand Value-Added Services. The Company will continue to
complement its core telesolutions expertise with additional
value-added services, such as database marketing, research and
consulting services, as well as a complete suite of comprehensive
CRM services. The Company's goal is to offer a robust, integrated
suite of telesolutions, e-solutions and market solutions to help
its clients maximize the lifetime value of their customer
relationships.
. Develop Strategic Alliances and Acquisitions. ICT intends to
continue pursuing strategic alliances with, and acquisitions of,
domestic and international businesses that provide complementary
CRM services. The Company is currently utilizing state-of-the-art
CRM software and Internet platform technologies from leading edge
suppliers such as Aspect Communications Corporation, Siebel
Systems, Inc., Oracle and Cisco.
. Increase International Presence. The Company plans to broaden its
geographic reach and further develop its expertise in CRM
services in international markets by focusing on businesses with
multinational operations. ICT currently provides multilingual
services to customers in the United States, Europe, Latin
America, Canada and Australia. ICT intends to expand its
operations in these areas, as well as others.
. Focus on Industry Specialization. Management believes it has
gained a competitive advantage by concentrating on servicing
businesses in a limited number of targeted industries and intends
to maintain its industry specialization. In addition, management
believes that this specialization will enable it to attract new
clients because of its industry expertise.
. Maintain Technology Investment. The Company intends to continue
making substantial investments in technology to maintain its
technological strength within the CRM services industry. ICT has
been an industry leader in the implementation of innovative CRM
technologies to lower its effective cost per contact and to
improve its sales and customer service. The Company has made
significant investments in information and communications
technologies and management believes it was
2
among the first to offer fully automated CRM services,
collaborative web browsing services and to implement predictive
dialing equipment.
. Continue Commitment to Quality Service. ICT has consistently
emphasized quality service and extensive employee training by
investing in quality assurance personnel and procedures. The
Company intends to continue its commitment to providing quality
service, as illustrated by its achieving ISO 9002 certification
in all its domestic and international sales and service focused
business units.
ICT's Services
ICT delivers its telesolution, e-solution and market solution CRM
services through two business segments that are supported by the Company-wide
marketing, sales, systems and corporate units. ICT's sales force and operating
units are organized into a series of industry sectors focused on selling and
supporting the full range of the Company's services to clients in their
respective target industries. ICT believes this organizational structure allows
the Company to provide comprehensive solutions to its clients' CRM service
needs, since it enables ICT's sales and customer service personnel to develop
in-depth knowledge of the needs of businesses in their designated industries.
Domestic CRM Services
Traditional teleservices, as well as marketing, research and
consulting services, and ongoing customer care services are offered in the
United States through the Company's Domestic CRM Services segment, which is
comprised of the following business units.
ICT TeleServices. ICT TeleServices provides telesales support
activities primarily for clients in the insurance, financial services,
telecommunications, information services, energy services and media industries.
ICT Financial Marketing Services. This business unit's management team
consists of professionals who have client-side banking experience in branch
management and operations, marketing, advertising, research, electronic funds
transfer, home and branchless banking, customer service and systems support. As
of December 31, 2001, ICT Financial Marketing Services operated dedicated
inbound/outbound contact centers in Amherst, New York and Morrilton, Arkansas.
ICT Medical Marketing Services. Through this business unit, ICT
provides service for the increasingly complex needs of healthcare and
pharmaceutical clients. This unit is staffed by dedicated personnel to meet the
sophisticated product and customer profiles of specific clients. As of December
31, 2001, ICT Medical Marketing Services operated a dedicated contact center in
Langhorne, Pennsylvania.
ICT Research and Database Marketing Services. This business unit
provides businesses across a wide range of industries with value added market
research and database marketing services. This unit makes extensive use of
advanced technology, including integrated predictive dialing and Computer
Assisted Telephone Interviewing software, to obtain market and customer data
cost effectively. As of December 31, 2001, ICT Research Services conducted
surveys from centers in Depew, New York and Conway, Arkansas.
Customer Care Management Services. This business unit was established
to pursue outsourcing opportunities for customer care management. Depending on
client needs, ICT will assume sole or shared responsibilities for the management
of a client's customer care operations. As of December 31, 2001, this business
unit operated contact centers in Lakeland, Florida, Langhorne, Pennsylvania, and
Spokane,
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Washington.
International CRM Services
The Company offers multilingual teleservices and customer care
services through four business units comprising ICT International Services. The
growth of multinational corporations and the increase in non-English speaking
residents in the United States has increased the demand for the multilingual
capabilities that ICT provides. The segment currently consists of the following
business units:
ICT Eurotel. Eurotel provides pan-European, multilingual teleservices
and customer care services to Europe from its contact centers in Athlone,
Ireland, Dublin, Ireland and London, England.
ICT Spantel. Spantel provides bi-lingual English and Spanish
teleservices from its Miami, Florida contact center to the rapidly growing
marketplace of Spanish-speaking American and Latin American consumers and
businesses.
ICT Canada. ICT Canada provides service representatives who are fluent
in French and English. As of December 31, 2001, ICT Canada has contact centers
located in Miramichi, Moncton and Riverview, New Brunswick, Canada; Halifax, New
Glasgow and Sydney, Nova Scotia, Canada; and Cornerbrook and Carbonear,
Newfoundland, Canada.
ICT Australia. This unit was formed in 1999 to provide telemarketing
services for multinational companies in the Pacific Rim. As of December 31,
2001, ICT Australia operated a contact center in Sydney, Australia.
Contact Center Facilities
The following table lists the Company's contact center facilities as
of December 31, 2001:
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Locations
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Conway, AR; Morrilton, AR; Newark, DE; Fort Lauderdale, FL; Lakeland, FL; Miami,
FL; Louisville, KY; Calais, ME; Lewiston, ME; Oxford, ME; Pittsfield, ME;
Wilton, ME; Amherst, NY; Depew, NY; Lancaster, OH; Allentown, PA; Bensalem, PA;
Bloomsburg, PA; Burnham, PA; Dubois, PA; Langhorne, PA (2); Lockhaven, PA;
Trevose, PA; Chesapeake, VA; Christiansburg, VA; Norfolk, VA; Spokane, WA;
Falling Waters, WV; Martinsburg, WV; Parkersburg, WV; Westover, WV; Carbonear,
Newfoundland, Canada, Cornerbrook, Newfoundland, Canada; Halifax, Nova Scotia,
Canada; Miramichi, New Brunswick, Canada; Moncton, New Brunswick, Canada; New
Glasgow, Nova Scotia, Canada; Riverview, New Brunswick, Canada; Sydney, Nova
Scotia, Canada; Athlone, Ireland; Dublin, Ireland; London, U.K.; and Sydney,
Australia.
- --------------------------------------------------------------------------------
Target Industries
ICT's domestic sales force is assigned to specific industry sectors,
which enables its sales personnel to develop in-depth industry and product
knowledge. Several of the industries that ICT serves are undergoing deregulation
and consolidation, which provides the Company with additional opportunities as
businesses search for low cost solutions for their marketing, sales and customer
support needs. In 2001, business within the insurance and financial services
industries accounted for 62% of the Company's revenues. The industries
4
targeted by the Company and the principal services provided are described below.
Insurance
ICT works with large consumer insurance companies to market and provide
sales and customer support services for products such as life, accident, health,
and property and casualty insurance. The Company's insurance group operates
numerous dedicated contact centers and in 2001, the Company sold approximately
1.6 million insurance policies on behalf of its clients. ICT employs
approximately 400 agents licensed in life, A&H and P&C, including bilingual
agents, in the U.S. and Canada. The Company has a full-service agent licensing
and a continuing education department, which enables the Company and its agents
to obtain licenses in 48 states and 8 Canadian provinces and to maintain their
compliance with insurance regulations. Significant insurance clients in 2001
include, but are not limited to, Aegon, Prudential, Canadian Premier LIC and
Sears Life Alliance.
Financial Services
ICT provides banks and other financial services clients with a wide
range of services, including card-holder acquisition, active account generation,
account balance transfer, account retention and customer service. ICT's
Financial Marketing Services operations offers banking services, such as
marketing and servicing home equity loans, lines of credit, loan-by-phone,
checking and deposit account acquisition, mortgage loans and other traditional
banking products. Among ICT's financial services clients in 2001 are Chase,
Fleet, Discover, Capital One, Washington Mutual and Wells Fargo.
Telecommunications/Utilities
ICT provides teleservices and customer care management services for
major telecommunications companies for long distance, cellular and cable
products and services, regional telecommunications companies marketing advanced
telephone features, and companies which provide billing support services to
telecommunications carriers. Within the telecommunications/utilities industry,
ICT clients in 2001 include, but are not limited to, Verizon, Integretel, and
Rogers Wireless/AT&T.
Pharmaceuticals and Health Care Services
Leveraging ICT's insurance market position into the managed care
industry, the Company, through its ICT Medical Marketing Services business unit,
serves pharmaceutical manufacturers, health insurance companies, and other
health care related suppliers, for the sale and marketing of products to both
health care professionals (hospitals, physicians, pharmacists and nurses) and
health care consumers (patients and prospective patients). The services the
Company offers in this market segment consist of business-to-business,
business-to-professional and business-to-consumer, utilizing inbound and
outbound services to sell products, to conduct market research, develop
marketing databases and provide customer care service. Clients in this category
in 2001 include Pfizer, Blue Cross/Blue Shield and Therasense.
Information Technology
ICT provides sophisticated marketing resources primarily for inbound
applications on behalf of clients in the computer software and hardware
industries. These applications include, but are not limited to, customer
service, first-level customer technical support and customer retention. ICT's
clients frequently integrate outbound and inbound call campaigns, seeking to
achieve favorable compounding results. Information technology clients in 2001
include, but are not limited to, AOL and AOL Canada.
5
Technology
ICT invests heavily in system and software technologies designed to
improve contact center production thereby lowering the effective cost per
contact made or received, and to improve sales and customer service
effectiveness by providing its sales and service representatives with real-time
access to customer and product information. Since January 1995, the Company has
invested over $81 million in information and communications systems and software
enabling it to use state-of-the-art contact center technology. ICT believes it
was one of the first fully automated teleservices companies and among the first
to implement predictive dialing equipment for outbound telemarketing and market
research and to provide collaborative web browsing services.
The Company utilizes a scalable set of UNIX and NT processors to
support its outbound and inbound contact center operations. The term scalable in
the computer industry generally means that a system or product line is
configured to work cost-effectively at both low and high volume. Dedicated UNIX
and NT processors are used for inbound contact centers while predictive dialing
systems, networked to UNIX and NT processors at the Company's corporate data
center, are used at each outbound contact center. The predictive dialing systems
support local call and data management: the UNIX and NT processors provide
centralized list management, data consolidation, report generation and
interfaces with client order processing systems.
ICT Group uses a series of CRM software to prepare outbound and inbound
scripts, manage, update and reference client data files, collect statistical
transaction and performance data and assist in the preparation of internal and
client reports. This CRM software includes ICT Group's proprietary list
management system ("LMS") as well as Siebel's Contact Management system. The use
of the Siebel suite applications as well as Oracle's database management system
provides a scalable and robust suite of applications to support our client's
business needs. Continued deployment of the Siebel vertical market offerings and
thin client solutions will be a focus for ICT.
Quality Assurance, Personnel and Training
ICT emphasizes quality service and extensive employee training as a way
to compete effectively and invests heavily in quality assurance personnel and
practices. ICT's quality assurance and training departments are responsible for
the development and enforcement of contact center policies and procedures, the
selection and training of telephone service representatives, the training and
professional development of contact center management personnel, monitoring of
calls and verification and editing of all sales. Through the Company's quality
assurance department, both the Company and its clients are able to perform real
time on-site and remote call monitoring to maintain quality and efficiency.
Sales confirmations are recorded (with the customer's consent) in order to
verify the accuracy and authenticity of transactions. Additionally, ICT is able
to provide to its clients immediate updates on the progress of an ongoing
program. Access to this data allows ICT and its clients to identify potential
campaign shortfalls and to immediately modify or enhance the program. In 1998
the Company completed the installation of digital recording technology in all US
outbound centers. This installation allows the consolidation of all verification
activities into geographically centralized locations and effectively created a
"third party" verification center. Verification results are now available to
Operations and Client Services by the end of the calling day. Also, each center
can access the recordings for review with supervisory staff or the service
representative.
ICT continued this commitment to excellence by piloting digital
recording for verification purposes in one of its inbound centers. As a result
of this implementation, digital recording was rolled out to all other inbound
sales programs. As with outbound data, inbound sales data will be consolidated
into the existing
6
Central Verification Center. The Company's commitment to providing quality
service is further illustrated by its certification with ISO 9002 standards,
which are administered by the International Organization for Standardization and
represent an international consensus on the essential features of a quality
system to ensure the effective operation of a business. All domestic and
international sales and service focused business units were ISO 9002 registered
as of December 31, 1999.
Management believes that a key driver of ICT's success is the quality
of its employees. The Company tailors its recruiting and training techniques
toward the industries it serves. As part of the setup of each client program,
service representatives receive a detailed review of each program in which they
are to participate along with training regarding the background, structure and
philosophy of the client that is sponsoring the program. As is typical in the
teleservices industry, over 90% of the Company's service representatives are
part-time employees. As of February 22, 2002, ICT employed approximately 10,900
people, of which approximately 10,300 were service representatives. None of
ICT's employees are currently represented by a labor union. The Company
considers its relations with its employees to be good.
Clients
The Company generally operates under month-to-month contractual
relationships with its teleservices clients. The pricing component of a contract
is often comprised of a base service charge and separate charges for ancillary
services. Services are generally based upon an hourly rate for outbound calls
and per-minute rates for inbound calls. On occasion, the Company performs
services for which it is paid incentives based on completed sales. ICT's
Customer Care Management Services unit typically enter into longer term,
contractual relationships that may contain provisions for early contract
terminations.
ICT targets those companies which it believes have the greatest
potential to generate recurring revenues to the Company based on their ongoing
direct sales and customer service needs. At December 31, 2001, ICT provided
direct sales and customer service to approximately 130 clients. The Company's
largest client in recent years has been Aegon Life Insurance Company, which
accounted for approximately 17% of the Company's net revenues in 2001. On March
18, 2002, the Company announced that it would no longer provide outbound
telesales services to Aegon in North America. The Company currently anticipates
that the revenue reduction associated with this announcement will be
approximately $10 to $12 million, with the wind down commencing in the second
quarter. The Company intends to continue providing Aegon with telesales and
customer service support in Europe and Australia and customer service support in
North America. One other client, Capital One Corporation, accounted for 12% of
the Company's net revenues in 2001.
Competition
The CRM services industry is very competitive and the Company's
principal competition in its primary markets comes from large service
organizations, including, but not limited to, Convergys Corporation, SITEL
Corporation, TeleTech Holdings, Inc., APAC TeleService, Inc. and West
Corporation. The Company competes with numerous independent firms, some of which
are as large or larger than ICT, as well as the in-house operations of many of
its clients or potential clients. In addition, most businesses that are
significant consumers of these services utilize more than one teleservice firm
at a time and reallocate work among various firms from time to time. Some of
this work is contracted on an individual project basis, with the effect that the
Company and other firms seeking such business are required to compete with each
other frequently as individual projects are initiated. Furthermore, the Company
believes there is a trend among businesses with in-house contact center
operations toward outsourcing the management of those operations to others and
that this trend may attract new competitors, including, but not limited to,
competitors that are substantially larger and better capitalized than ICT, into
the Company's market. Additionally, ICT faces competitors in its hosted CRM
offerings.
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Government Regulation
Both the federal and state governments regulate telemarketing sales
practices. The Federal Telephone Consumer Protection Act of 1991 (the "TCPA,"),
enforced by the Federal Communications Commission, imposes restrictions on
unsolicited telephone calls to residential telephone subscribers. Under the
TCPA, it is unlawful to initiate telephone solicitations to residential
telephone subscribers before 8:00 a.m or after 9:00 p.m. local time at the
subscriber's location, or to use automated telephone dialing systems or
artificial or prerecorded voices to certain subscribers. Additionally, the TCPA
requires telemarketing firms to develop a written policy implementing a
"do-not-call" list, and to train its telemarketing personnel to comply with
these restrictions. The TCPA creates a right of action for both consumers and
state attorneys general. A court may award actual damages or minimum statutory
damages of $500 for certain violations, which may be trebled for willful or
knowing violations. Currently, the Company trains its service representatives to
comply with the regulations of the TCPA and programs its call management system
to avoid initiating telephone calls during restricted hours or to individuals
maintained on an applicable do-not-call list.
The Federal Trade Commission (the "FTC") regulates both general sales
practices and telemarketing specifically. Under the Federal Trade Commission Act
(the "FTC Act"), the FTC has broad authority to prohibit a variety of
advertising or marketing practices that may constitute "unfair or deceptive acts
and practices." Pursuant to its general enforcement powers, the FTC can obtain a
variety of types of equitable relief, including injunctions, refunds,
disgorgement, the posting of bonds, and bars from continuing to do business, for
a violation of the acts and regulations it enforces.
The FTC also administers the Federal Telemarketing and Consumer Fraud
and Abuse Prevention Act of 1994 (the "TCFAPA"). Under the TCFAPA, the FTC has
issued regulations prohibiting deceptive, unfair or abusive practices in
telemarketing sales. Generally, these rules prohibit misrepresentations of the
cost, quantity, terms, restrictions, performance or characteristics of products
or services offered by telephone solicitation or of refund, cancellation or
exchange policies. The regulations also regulate the use of prize promotions in
telemarketing to prevent deception and require that a telemarketer identify
promptly and clearly the seller on whose behalf the telemarketer is calling, the
purpose of the call, the nature of the goods or services offered and, if
applicable, that no purchase or payment is necessary to win a prize. The
regulations also require that telemarketers maintain records on various aspects
of their business. Analogous restrictions apply to industries regulated by the
SEC. Management believes that it is in compliance with the TCPA and its
implementing regulations, as well as with the regulations promulgated pursuant
to the TCFAPA. Failure to comply with either the TCPA or the TCFAPA could
adversely affect or limit the Company's current or future operations.
Most states have enacted statutes similar to the FTC Act generally
prohibiting unfair or deceptive acts and practices. Additionally, some states
have enacted laws and others are considering enacting laws targeted directly at
telemarketing practices. For example, telephone sales in certain states are not
final until a written contract is delivered to and signed by the buyer, and such
a contract often may be canceled within three business days. At least one state
also prohibits telemarketers from requiring credit card payment, and several
other states require certain telemarketers to obtain licenses, post bonds or
submit sales scripts to the state's attorney general. Under the more general
statutes, depending on the willfulness and severity of the violation, penalties
can include imprisonment, fines and a range of equitable remedies such as
consumer redress or the posting of bonds before continuing in business. Many of
the statutes directed specifically at telemarketing practices provide for a
private right of action for the recovery of damages or provide for enforcement
by state agencies permitting the recovery of significant civil or criminal
penalties, costs and attorneys' fees. There can be no assurance that any such
laws, if enacted, will not adversely affect or limit the Company's current or
future operations.
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Activity at the state level regarding laws that impact the teleservices
industry has intensified over the past several years. States have enacted a
variety of laws regulating marketing via telephone. Do Not Call Lists,
restricted hours or days, registration, request to continue solicitation and no
rebuttal laws are common in many states. At this writing twenty states have
enacted Do Not Call legislation. ICT Group, Inc. complies with all of these
laws. The Quality Assurance department is responsible for compliance.
Participation on the Direct Marketing Association and the American Telemarketing
Associates Legislative Committees ensure timely notification of proposed
legislation.
PART III
Item 11. Executive Compensation.
Summary of Cash and Certain other Compensation
The following table sets forth for the years ended December 31, 2001, 2000, and
1999 compensation paid by the Company to its Chief Executive Officer and the
four other most highly compensated executive officers of the Company for the
year ended December 31, 2001.
Summary Compensation Table
Long Term
Annual Compensation Compensation
---------------------- ---------------
Securities
Underlying All Other
Name and Principal Position Year Salary Bonus Options/SARs(4) Compensation(1)
- --------------------------- ---- -------- -------- --------------- ---------------
John J. Brennan................................... 2001 $498,010 $324,828 28,200(2) $92,439
Chairman, President and Chief Executive Officer 2000 $435,151 $ 56,785 44,000(3) $64,638
1999 $414,299 $ 0 58,800 $73,621
John L. Magee..................................... 2001 $249,231 $151,212 7,400(2) $ 5,818
President, ICT North American Services 2000 $209,808 $ 54,275 19,500(3) $ 5,168
1999 $199,846 $ 92,790 12,800 $ 4,918
John D. Campbell 2001 $204,712 $171,856 8,900(2) $ 4,212
President, ICT Group Sales 2000 $189,808 $ 67,707 25,200(3) $ 5,627
1999 $179,846 $111,780 16,700 $ 5,037
Dean J. Kilpatrick................................ 2001 $183,615 $130,214 7,300(2) $ 4,432
President, ICT Marketing Services................. 2000 $164,769 $ 67,532 16,200(3) $ 5,282
1999 $152,954 $ 59,174 9,800 $ 5,032
Timothy F. Kowalski............................... 2001 $209,808 $115,419 5,400(2) $ 5,440
President, CRM Technology Ventures and Senior Vice 2000 $190,250 $ 32,960 39,600(3) $ 4,486
President Corporate Planning 1999 $147,905 $ 36,210 5,800 $ 4,216
________
(1) Includes for 2001: (i) Company contributions of $3,400, $3,400, $3,400,
$3,400 and $3,400 to the Company's 401(k) tax-qualified employee savings
and retirement plan on behalf of Mr. Brennan, Mr. Magee, Mr. Campbell, Mr.
Kilpatrick and Mr. Kowalski, respectively, (ii) premiums paid by the
Company in the amount of $1,032, $360, $360, $1,032 and $240, for group
term life insurance on behalf of Mr. Brennan, Mr. Magee, Mr. Campbell, Mr.
Kilpatrick and Mr. Kowalski, respectively; (iii) premiums paid by the
Company in the amount of $51,138, $558 and $452 for life insurance on
behalf of Mr. Brennan, Mr. Magee and Mr. Campbell, respectively; (iv)
Company contributions of $24,685, $1,500 and $1,800 to the Company's
non-qualified employee savings and retirement plan on behalf of Mr.
Brennan, Mr. Magee and Mr. Kowalski, respectively, and (v) lease payments
paid by the Company in the amount of $12,184 for an automobile leased on
behalf of Mr. Brennan.
(2) These options were granted in 2001 as bonus compensation for the employee's
performance during 2000.
(3) These options for Mr. Brennan, Mr. Magee, Mr. Campbell and Mr. Kilpatrick
were granted in 2000 as bonus compensation for their performance during
1999. 9,600 of the options for Mr. Kowalski were granted in 2000 as bonus
compensation for his performance during 1999.
(4) The Company formed iCT ConnectedTouch LLC ("ConnectedTouch") in February
2000 as a Pennsylvania limited liability company and wholly-owned
subsidiary of the Company. The Company owned 10,000,000 interests
("Interests") in ConnectedTouch, constituting all of the issued and
outstanding Interests in ConnectedTouch. In May 2000, ConnectedTouch
adopted a 2000 Equity Compensation Plan (the "2000 ConnectedTouch Equity
Plan") pursuant to which ConnectedTouch reserved for issuance options to
purchase up to 2,000,000 Interests in ConnectedTouch. The 2000
ConnectedTouch Equity
9
Plan permitted the issuance of these options to employees of the Company and
ConnectedTouch and to members of the board of directors of the Company and
ConnectedTouch. On October 19, 2000, Messrs. John J. Brennan, John L. Magee,
John D. Campbell, Dean J. Kilpatrick and Timothy F. Kowalski were granted
options under the 2000 ConnectedTouch Equity Plan to purchase Interests in
ConnectedTouch in the amounts of 250,000, 40,000, 80,000, 40,000 and 150,000
Interests, respectively. In November 2001, ConnectedTouch was merged into
the Company and the 2000 ConnectedTouch Equity Plan and the options to
purchase Interests granted thereunder were terminated without compensation.
Stock Options
The following table sets forth certain information concerning grants of stock
options made during 2001 to the persons named in the Summary Compensation Table.
OPTION GRANTS IN THE LAST FISCAL YEAR
Potential Realizable Value
Number of % of Total at Assumed Annual Rates
Securities Options of Stock Price Appreciation
Underlying Granted to Exercise for Option Term (5 years)(1)
Options Employees Price Expiration ----------------------------
Name Granted(2) In Fiscal Year ($/share) Date 5% 10%
- ---- ---------- -------------- --------- ---------- ------- --------
John J. Brennan......... 28,200 9% $8.75 2/6/2011 $68,172 $150,643
John L. Magee........... 7,400 2% $8.75 2/6/2011 $17,889 $ 39,531
John D. Campbell........ 8,900 3% $8.75 2/6/2011 $21,515 $ 47,543
Dean J. Kilpatrick...... 7,300 2% $8.75 2/6/2011 $17,647 $ 38,996
Timothy F. Kowalski..... 5,400 2% $8.75 2/6/2011 $13,054 $ 28,847
- --------
(1) The dollar amounts under these columns are the result of calculations at 5%
and 10% rates set by the Securities and Exchange Commission and are not
intended to forecast possible future appreciation of the price of the
Common Stock. The Company did not use an alternative formula for a grant
date valuation. The Company is not aware of any formula that will determine
with reasonable accuracy a present value based on future unknown or
volatile factors.
(2) The Company owned 10,000,000 Interests in ConnectedTouch constituting all
of the issued and outstanding Interests in ConnectedTouch. On October 19,
2000, Messrs. John J. Brennan, John L. Magee, John D. Campbell, Dean
Kilpatrick, and Timothy F. Kowalski were granted options to purchase
Interests in ConnectedTouch in the amounts of 250,000, 40,000, 80,000,
40,000, and 150,000 Interests respectively, representing 26%, 4%, 8%, 4%,
and 16% respectively of the total options granted to employees of the
Company and ConnectedTouch during 2000. These options were issued at an
exercise price of $0.30 per Interest, the fair market value of the
Interests at the time of grant as determined by an independent financial
advisor experienced in such matters. These options became exercisable in
full only if ConnectedTouch completed an initial public offering of its
stock within ten (10) years after the date of grant and expired if no such
public offering was completed within that time period. The potential
realizable value of these options at the five percent (5%) assumed annual
rate of price appreciation as used in footnote (1) above was $20,721 for
John J. Brennan, $3,315 for John L. Magee, $6,631 for John D. Campbell,
$3,315 for Dean J. Kilpatrick, and $12,433 for Timothy F. Kowalski, and at
a ten percent (10%) assumed annual rate of price appreciation was $45,788
for John J. Brennan, $7,326 for John L. Magee, $14,652 for John D.
Campbell, $7,326 for Dean J. Kilpatrick, and $27,473 for Timothy F.
Kowalski. In November 2001, ConnectedTouch was merged into the Company and
the 2000 ConnectedTouch Equity Plan and the options to purchase Interests
granted thereunder were terminated without compensation.
10
The following table summarizes option exercises during 2001 and the value of
vested and unvested options for the persons named in the Summary Compensation
Table at December 31, 2001.
Aggregated Option Exercises in Last Year and Year-End Option Values
Number of Unexercised Value of Unexercised
Options at In-the-Money Options at
December 31, 2001 December 31, 2001(1)
- - ------------------------- -------------------------
Shares
Acquired on Value
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- -------- ----------- ------------- ----------- -------------
John J. Brennan......... -- -- 189,550 57,850 $2,512,828 $605,926
John L. Magee........... 20,000 $269,351 223,400 18,500 $3,912,160 $180,420
John D. Campbell........ -- -- 114,250 23,450 $1,809,554 $228,857
Dean J. Kilpatrick...... 100 $ 1,398 44,900 16,025 $ 622,861 $155,238
Timothy F. Kowalski..... 26,600 $223,604 8,650 31,550 $ 71,194 $344,589
- --------
(1) Values calculated using the closing market price of $18.61 per share of the
Company's Common Stock on December 31, 2001 and the per share exercise
price of the individual's options.
Non-Qualified Deferred Compensation Plan
In October 1999, the Company adopted a Non-Qualified Deferred Compensation
Plan (the "Deferred Compensation Plan") for certain employees, under which
deferrals commenced as of April 2000. The Deferred Compensation Plan allows
participating employees to defer a portion of their compensation on a pre-tax
basis. Pursuant to an amendment to the Deferred Compensation Plan effective
January 1, 2001, the Company currently makes a matching contribution to the
account of each participant in an amount equal to ten percent (10%) of the
amount of such participant's deferral under the Deferred Compensation Plan. The
contributions from this match vest in the employee's account ratably over a
period of three (3) years measured from the employee's first day of employment
with the Company. Employees are fully vested in the amounts they defer, but
withdrawals are not permitted until the termination of the Deferred
Compensation Plan, or the termination, disability or death of the participating
employee. Other withdrawals are permitted for unforeseeable emergencies only.
Employment Agreements
In May 1996, the Company entered into an employment agreement with John J.
Brennan as President and Chief Executive Officer. The agreement had a
three-year term that ended April 30, 1999, but the term renews automatically
for successive three-year periods unless either party gives written notice of
termination at least 180 days prior to the expiration date, or unless earlier
terminated as provided therein. Mr. Brennan's employment agreement was renewed
on May 1, 1999 for an additional three-year term. The agreement initially
provided for a base salary of $364,000, which is increased by a minimum of 5%
each year, and may not be decreased below the then current level. The board of
directors, in its sole discretion, may award incentive bonuses in the form of
cash and/or stock to Mr. Brennan, who will be eligible each year for a minimum
bonus in an amount equal to his then current salary. If Mr. Brennan is
terminated by the Company for other than willful misconduct, or terminates his
employment for "good reason," then the Company is required to maintain its
obligations under the agreement through the later of (i) the expiration of the
then current term of the agreement (or the expiration of the next renewal term
if there are less than 180 days remaining in the current term and no notice of
termination was given prior thereto), or (ii) 24 months from the date of
termination. Mr. Brennan may terminate his employment
11
agreement for "good reason" upon 30 days' written notice if there has been a
reduction in his salary or benefits, a substantial change in his duties or a
change of control. A change of control is defined as the decrease below 50% of
the combined voting power of the Common Stock held by John J. Brennan and Donald
P. Brennan and their children and grandchildren.
In April 1987, the Company entered into an employment agreement with John
L. Magee that provided for a base salary of $70,000 per year. Mr. Magee's
employment agreement provides for his salary, which currently is $265,000, to be
reviewed annually by the board of directors. His employment agreement had an
initial term of three years, but is renewed automatically each year for an
additional one-year term unless either party to the agreement terminates prior
to the end of the renewal term. The agreement was renewed on January 1, 2002 for
an additional one-year term. The Company may terminate the employment agreement
at any time, with or without cause. The employment agreement contains severance
provisions that, if triggered, entitle Mr. Magee to monthly severance payments
in an amount equal to his then-current monthly salary for a period of 12 months.
The severance payments are triggered by the occurrence of any of the following
events: termination of employment by the Company without cause, cessation of
business operations in a business in which Mr. Magee is employed; a merger,
consolidation or acquisition of the Company; the filing by the Company of a
voluntary petition in bankruptcy; or the filing of an involuntary petition in
bankruptcy against the Company which is not dismissed within 60 days. In
addition, if Mr. Magee terminates his employment upon 90 days' prior written
notice, in certain circumstances, the Company would be required to continue to
pay him his regular base salary for a period of 90 days.
In October 1987, John D. Campbell entered into an employment agreement with
the Company that provided for a base salary of $43,200 per year. Mr. Campbell's
employment agreement had an initial term of one year, but renews automatically
each year for an additional one-year term unless either party terminates prior
to the end of the renewal term. Mr. Campbell's employment agreement was renewed
on January 1, 2002 for an additional one-year term. Mr. Campbell's current base
salary is $215,000.
In May 1995, the Company entered into an employment agreement with Dean J.
Kilpatrick that provided for a base salary of $115,000 per year. Mr.
Kilpatrick's employment agreement had an initial term of one year and renews
automatically for consecutive one-year periods unless terminated within 90 days
prior to the expiration of the then-current term. Mr. Kilpatrick's current base
salary is $192,500.
In July 1997, the Company entered into an employment agreement with Timothy
F. Kowalski that provided for a base salary of $135,000 per year. Mr. Kowalski's
employment agreement had an initial term of one year and renews automatically
for consecutive one-year periods unless either party terminates prior to the end
of the renewal term. Mr. Kowalski's base salary is currently $215,000 per annum.
The employment agreements discussed above contain non-tampering,
non-disclosure, non-solicitation and confidentiality provisions. Although the
employment agreements restrict the employee from interfering with the Company's
current, former or potential customers, none contain a provision restricting a
terminated employee's ability to work for a competitor of the Company.
Compensation of Directors
The non-employee directors are paid directors' fees of $2,500 for each
quarterly Board meeting and each special Board meeting attended in person or by
telephone and $500 for any other telephonic Board meeting attended. The Chairman
of the Audit Committee and the Chairman of the Compensation Committee each
receive $1,000 for each committee meeting attended and the other members of the
Audit Committee and the Compensation Committee receive $500 for each committee
meeting attended. The non-employee directors are also paid an annual fee of
$10,000. In addition, directors are reimbursed for expenses incurred in
connection with attendance at Board and committee meetings.
Under the Company's 1996 Non-Employee Directors Plan, as amended in May
2000, each non-employee director receives, upon initial election to the Board,
an option to purchase 10,000 shares of Common Stock.
12
These initial options are exercisable with respect to fifty percent (50%) of
the shares on the date of grant and become exercisable with respect to the
remaining fifty percent (50%) of the shares on the first anniversary of the
date of grant if the director continues to be a member of the board of
directors through that date. These initial options have an exercise price equal
to the fair market value of the Common Stock on the date of grant and expire
ten years after issuance. In addition, each non-employee director is granted an
option to purchase 2,500 shares of Common Stock on the date of each annual
meeting; these options vest on the first anniversary of the date of grant if
the director continues to be a member of the board of directors through that
date, have an exercise price equal to the fair market value of the Common Stock
on the date of grant and expire ten years after issuance.
Under the 2000 ConnectedTouch Equity Plan, on October 19, 2000, each
non-employee director of the Company was granted an option to purchase 10,000
Interests in ConnectedTouch at an exercise price of $0.30 per Interest, the
fair market value of such an Interest on the date of grant as determined by an
independent financial advisor. These options vested in full only if
ConnectedTouch completed an initial public offering of its stock within ten
years after the date of grant and expired if no such public offering was
completed within that time period. In November 2001, ConnectedTouch was merged
into the Company and the ConnectedTouch Equity Plan and the options to purchase
Interests granted thereunder, including those granted to non-employee
directors, were terminated without compensation.
13
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
Financial Statements and Financial Statement Schedules
See Index to Financial Statements at page F-1.
Reports on Form 8-K
The Company did not file any reports on Form 8-K during the last
quarter of the period covered by this report.
Exhibits
The following is a list of exhibits filed as part of this annual report
on Form 10-K. Where so indicated by footnote, exhibits which were previously
filed are incorporated by reference. For exhibits incorporated by reference, the
location of the exhibit in the previous filing is indicated parenthetically
except for in those situations where the exhibit number was the same as set
forth below.
Exhibit No. Description
---------- -----------
3.1 Amended and Restated Articles of Incorporation of the
Company (Filed as Exhibit 3.1 to Amendment No. 2 to the
Company's Registration Statement on Form S-1 on June 4,
1996 (Registration No. 333-4150))
3.2 Amended and Restated Bylaws of the Company (Filed as
Exhibit 3.2 to Amendment No. 2 to the Company's
Registration Statement on Form S-1 on June 4, 1996
(Registration No. 333-4150))
9.1 Amended and Restated Voting Trust Agreement among John
J. Brennan, Donald P. Brennan and the Company, dated
October 16, 2000 (Filed as Exhibit 99.1 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 2000)
14
10.1 ICT Group, Inc. 1987 Stock Option Plan (Filed as Exhibit 10.1 to the Company's
Registration Statement on Form S-1 on April 26, 1996 (Registration No.
333-4150))+
10.2 Amendment 1996-1 to the ICT Group, Inc. 1987 Stock Option Plan (Filed as Exhibit
10.1 to Amendment No. 2 to the Company's Registration Statement on Form S-1 on
June 4, 1996 (Registration No. 333-4150))+
10.3 ICT Group, Inc. Equity Incentive Plan (Filed as Exhibit 10.2 to the Company's
Registration Statement on Form S-1 on April 26, 1996 (Registration No.
333-4150))+
10.4 ICT Group, Inc. 1996 Equity Compensation Plan (Filed as Exhibit 10.3 to
Amendment No. 2 to the Company's Registration Statement on Form S-1 on June 4,
1996 (Registration No. 333-4150))+
10.5 ICT Group, Inc. 1996 Non-Employee Directors Plan (Filed as Exhibit 10.4 to
Amendment No. 2 to the Company's Registration Statement on Form S-1 on June 4,
1996 (Registration No. 333-4150))+
10.6 ICT Group, Inc. Non-Qualified Deferred Compensation Plan (Filed as Exhibit 10.19
to the Company's Annual Report on Form 10-K for the year ended December 31,
1999)+
10.7 Form of Voting Agreement between the Company and certain option holders (Filed
as Exhibit 10.13 to the Company's Registration Statement on Form S-1 on April
26, 1996 (Registration No. 333-4150))
10.8 Amended and Restated Shareholders Agreement among John J. Brennan, Donald P.
Brennan, the Company and certain family trusts, dated October 16, 2000 (Filed as
Exhibit 99.2 to the Company's Annual Report on Form 10-K for the year ended
December 31, 2000)
10.9 Employment Agreement between John J. Brennan and the Company, dated May 8, 1996
(Filed as Exhibit 10.5 to Amendment No. 2 to the Company's Registration
Statement on Form S-1 on June 4, 1996 (Registration No. 333-4150))+
10.10 Employment Agreement between John L. Magee and the Company, dated April 1, 1987
(Filed as Exhibit 10.7 to the Company's Registration Statement on Form S-1 on
April 26, 1996 (Registration No. 333-4150))+
10.11 Employment Agreement between John D. Campbell and the Company, dated October 1,
1987 (Filed as Exhibit 10.8 to the Company's Registration Statement on Form S-1
on April 26, 1996 (Registration No. 333-4150)+
10.12 Employment Agreement between Vincent A. Paccapaniccia and the Company, dated
August 24, 1998 (Filed as Exhibit 10.14 to the Company's Annual Report on Form
10-K for the year ended December 31, 1998)+
10.13 Employment Agreement between Timothy F. Kowalski and the Company, dated July 7,
1997 (Filed as Exhibit 10.17 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1999)+
10.14 Amendment to Employment Agreement between Vincent A. Paccapaniccia and the
Company, dated January 2, 2002*+
10.15 Employment Agreement between Vincent M. Dadamo and the Company, dated May 29,
1999 (Filed as Exhibit 10.18 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1999)+
15
10.16 Employment Agreement between Pam Goyke and the Company, dated September 11, 2000
(Filed as Exhibit 10.21 to the Company's Annual Report on Form 10-K for the year
ended December 31, 2000)+
10.17 Employment Agreement between Dean Kilpatrick and the Company, dated May 5, 1995
(Filed as Exhibit 10.22 to the Company's Annual Report on Form 10-K for the year
ended December 31, 2000)+
10.18 Amendment to Employment Agreement between Vincent M. Dadamo and the Company,
dated January 2, 2002*+
10.19 Credit Agreement dated as of April 25, 2001 among the Company, certain
subsidiaries of the Company, Bank of America, N.A., Fleet National Bank,
Sovereign Bank, LaSalle Bank National Association, and Bank Leumi USA (Filed as
Exhibit 99.1 to the Company's Quarterly Report on Form 10-Q for the quarter
ending March 31, 2001)
10.20 Lease Agreement between Brandywine Operating Partnership, L.P., dated January
23, 2001 (Filed as Exhibit 10.23 to the Company's Annual Report on Form 10-K for
the year ended December 31, 2000)
10.22 Amendment to Employment Agreement between Dean Kilpatrick and the Company,
January 2, 2002*+
10.24 Employment Agreement between Robert Mannarino and the Company, dated June 18,
2001*+
21 List of Subsidiaries*
23 Consent of Independent Public Accountants*
99.1 Letter Regarding Arthur Andersen LLP*
---------
* Previously filed.
+ Compensation plans and arrangements for executives and others.
16
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.
ICT GROUP, INC.
Date: May 16, 2002 By /s/ John J. Brennan
------------------------------
John J. Brennan
Chairman and Chief Executive Officer
EXHIBIT INDEX
-------------
Exhibit No. Description
----------- -----------
10.14 Amendment to Employment Agreement between Vincent A.
Paccapaniccia and the Company, dated January 2, 2002*
10.18 Amendment to Employment Agreement between Vincent M.
Dadamo and the Company, dated January 2, 2002*
10.22 Amendment to Employment Agreement between Dean
Kilpatrick and the Company, January 2, 2002*
10.24 Employment Agreement between Robert Mannarino and the
Company, dated June 18, 2001*
21 List of Subsidiaries*
23 Consent of Independent Public Accountants*
99.1 Letter Regarding Arthur Andersen LLP*
_____________
* Previously filed.