e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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þ |
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended June 30, 2010
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o |
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission File No. 0-28274
Sykes Enterprises, Incorporated
(Exact name of Registrant as specified in its charter)
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Florida
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56-1383460 |
(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.) |
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400 North Ashley Drive, Tampa, FL
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33602 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (813) 274-1000
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 at least the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or a smaller reporting company. See the definitions of accelerated filer,
large accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check
one):
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
As of July 23, 2010, there were 47,398,340 outstanding shares of common stock.
Sykes Enterprises, Incorporated and Subsidiaries
INDEX
2
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Sykes Enterprises, Incorporated and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
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(in thousands, except per share data) |
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June 30, 2010 |
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December 31, 2009 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
224,779 |
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$ |
279,853 |
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Restricted cash |
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448 |
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80,342 |
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Receivables, net |
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236,023 |
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167,666 |
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Prepaid expenses |
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14,717 |
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9,419 |
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Other current assets |
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17,643 |
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10,574 |
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Total current assets |
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493,610 |
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547,854 |
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Property and equipment, net |
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126,019 |
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80,264 |
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Goodwill |
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111,129 |
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21,209 |
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Intangibles, net |
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58,315 |
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2,091 |
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Deferred charges and other assets |
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44,173 |
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21,053 |
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$ |
833,246 |
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$ |
672,471 |
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Liabilities and Shareholders Equity |
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Current liabilities: |
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Short-term debt |
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$ |
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$ |
75,000 |
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Current portion of long-term debt |
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12,500 |
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Accounts payable |
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31,041 |
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21,725 |
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Accrued employee compensation and benefits |
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75,739 |
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51,127 |
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Current deferred income tax liabilities |
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10,390 |
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6,453 |
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Income taxes payable |
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2,939 |
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3,341 |
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Deferred revenue |
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29,893 |
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30,083 |
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Other accrued expenses and current liabilities |
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19,080 |
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12,689 |
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Total current liabilities |
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181,582 |
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200,418 |
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Deferred grants |
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11,187 |
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11,005 |
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Long-term debt |
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40,000 |
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Long-term income tax liabilities |
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9,423 |
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5,376 |
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Other long-term liabilities |
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29,605 |
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4,998 |
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Total liabilities |
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271,797 |
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221,797 |
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Commitments and loss contingency (Note 15) |
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Shareholders equity: |
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Preferred stock, $0.01 par value, 10,000 shares
authorized; no shares issued and
outstanding |
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Common stock, $0.01 par value, 200,000 shares authorized;
47,621 and 41,817 shares issued |
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476 |
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418 |
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Additional paid-in capital |
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305,293 |
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166,514 |
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Retained earnings |
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273,431 |
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280,399 |
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Accumulated other comprehensive income (loss) |
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(7,915 |
) |
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7,819 |
|
Treasury stock at cost: 637 shares and 329 shares |
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(9,836 |
) |
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(4,476 |
) |
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Total shareholders equity |
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561,449 |
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450,674 |
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$ |
833,246 |
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$ |
672,471 |
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See accompanying notes to condensed consolidated financial statements.
3
Sykes Enterprises, Incorporated and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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(in thousands, except per share data) |
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2010 |
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2009 |
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2010 |
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2009 |
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Revenues |
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$ |
299,177 |
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$ |
208,839 |
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$ |
574,394 |
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$ |
412,080 |
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Operating expenses: |
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Direct salaries and related costs |
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197,244 |
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133,727 |
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375,765 |
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263,980 |
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General and administrative |
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93,287 |
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56,477 |
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196,140 |
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111,965 |
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Impairment loss on goodwill and intangibles |
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1,584 |
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1,584 |
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Total operating expenses |
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290,531 |
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191,788 |
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571,905 |
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377,529 |
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Income from operations |
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8,646 |
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17,051 |
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2,489 |
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34,551 |
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Other income (expense): |
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Interest income |
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269 |
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|
605 |
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508 |
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1,456 |
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Interest (expense) |
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(1,587 |
) |
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(237 |
) |
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(3,998 |
) |
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(351 |
) |
Impairment (loss) on investment
in SHPS |
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(2,089 |
) |
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(2,089 |
) |
Other income (expense) |
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(3,817 |
) |
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275 |
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(5,468 |
) |
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1,095 |
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Total other income (expense) |
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(5,135 |
) |
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(1,446 |
) |
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(8,958 |
) |
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111 |
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Income (loss) before provision for income taxes |
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3,511 |
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15,605 |
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(6,469 |
) |
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34,662 |
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Provision for income taxes |
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966 |
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1,257 |
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499 |
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5,544 |
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Net income (loss) |
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$ |
2,545 |
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$ |
14,348 |
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$ |
(6,968 |
) |
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$ |
29,118 |
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Net income (loss) per share: |
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Basic |
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$ |
0.05 |
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$ |
0.35 |
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$ |
(0.15 |
) |
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$ |
0.72 |
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Diluted |
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$ |
0.05 |
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$ |
0.35 |
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$ |
(0.15 |
) |
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$ |
0.71 |
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Weighted average shares: |
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Basic |
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46,601 |
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40,654 |
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45,604 |
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40,632 |
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Diluted |
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46,648 |
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40,953 |
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45,712 |
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|
40,999 |
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See accompanying notes to condensed consolidated financial statements.
4
Sykes Enterprises, Incorporated and Subsidiaries
Condensed Consolidated Statements of Changes in Shareholders Equity
Six Months Ended June 30, 2009, Six Months Ended December 31, 2009 and
Six Months Ended June 30, 2010
(Unaudited)
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Accumulated |
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Common Stock |
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Additional |
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Other |
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Shares |
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Paid-in |
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Retained |
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Comprehensive |
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Treasury |
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(In thousands) |
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Issued |
|
Amount |
|
Capital |
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Earnings |
|
Income (Loss) |
|
Stock |
|
Total |
|
Balance at January 1, 2009 |
|
|
41,271 |
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|
$ |
413 |
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|
$ |
158,216 |
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|
$ |
237,188 |
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|
$ |
(10,683 |
) |
|
$ |
(1,104 |
) |
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$ |
384,030 |
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Issuance of common stock |
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14 |
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|
71 |
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|
71 |
|
Stock-based compensation expense |
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|
2,800 |
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|
2,800 |
|
Excess tax benefit from stock-
based compensation |
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123 |
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|
123 |
|
Issuance of common stock and
restricted stock
under equity award
plans |
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|
245 |
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2 |
|
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|
(937 |
) |
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|
(145 |
) |
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|
(1,080 |
) |
Repurchase of common stock |
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(3,193 |
) |
|
|
(3,193 |
) |
Comprehensive income |
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|
29,118 |
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|
|
6,565 |
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|
|
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|
35,683 |
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|
Balance at June 30, 2009 |
|
|
41,530 |
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|
|
415 |
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|
|
160,273 |
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|
266,306 |
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|
|
(4,118 |
) |
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|
(4,442 |
) |
|
|
418,434 |
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Issuance of common stock |
|
|
277 |
|
|
|
2 |
|
|
|
3,095 |
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|
|
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|
|
|
|
|
|
|
3,097 |
|
Stock-based compensation expense |
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|
|
|
|
|
|
|
|
|
2,358 |
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
2,358 |
|
Excess tax benefit from stock-
based compensation |
|
|
|
|
|
|
|
|
|
|
755 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
755 |
|
Issuance of common stock and
restricted stock
under equity award
plans |
|
|
10 |
|
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|
1 |
|
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|
33 |
|
|
|
|
|
|
|
|
|
|
|
(34 |
) |
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,093 |
|
|
|
11,937 |
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|
|
|
|
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|
26,030 |
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2009 |
|
|
41,817 |
|
|
|
418 |
|
|
|
166,514 |
|
|
|
280,399 |
|
|
|
7,819 |
|
|
|
(4,476 |
) |
|
|
450,674 |
|
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|
|
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|
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|
|
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|
Issuance of common stock |
|
|
|
|
|
|
|
|
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|
29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29 |
|
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
2,909 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,909 |
|
Excess tax benefit from stock-
based compensation |
|
|
|
|
|
|
|
|
|
|
360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
360 |
|
Issuance of common stock and
restricted stock
under equity award
plans |
|
|
203 |
|
|
|
1 |
|
|
|
(1,135 |
) |
|
|
|
|
|
|
|
|
|
|
(148 |
) |
|
|
(1,282 |
) |
Repurchase of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,212 |
) |
|
|
(5,212 |
) |
Issuance of common stock for
business acquisition |
|
|
5,601 |
|
|
|
57 |
|
|
|
136,616 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
136,673 |
|
Comprehensive (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,968 |
) |
|
|
(15,734 |
) |
|
|
|
|
|
|
(22,702 |
) |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2010 |
|
|
47,621 |
|
|
$ |
476 |
|
|
$ |
305,293 |
|
|
$ |
273,431 |
|
|
$ |
(7,915 |
) |
|
$ |
(9,836 |
) |
|
$ |
561,449 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to condensed consolidated financial statements.
5
Sykes Enterprises, Incorporated and Subsidiaries
Condensed Consolidated Statements of Cash Flows
Six months ended June 30, 2010 and 2009
(Unaudited)
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2010 |
|
|
2009 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(6,968 |
) |
|
$ |
29,118 |
|
Depreciation and amortization, net |
|
|
28,015 |
|
|
|
13,938 |
|
Impairment losses |
|
|
|
|
|
|
3,673 |
|
Unrealized foreign currency transaction gains (losses), net |
|
|
19 |
|
|
|
(1,538 |
) |
Stock-based compensation expense |
|
|
2,909 |
|
|
|
2,800 |
|
Excess tax benefit from stock-based compensation |
|
|
(360 |
) |
|
|
(123 |
) |
Deferred income tax provision (benefit) |
|
|
(3,981 |
) |
|
|
330 |
|
Net loss on disposal of property and equipment |
|
|
84 |
|
|
|
36 |
|
Bad debt expense |
|
|
36 |
|
|
|
774 |
|
Write down of value added tax receivables |
|
|
300 |
|
|
|
320 |
|
Unrealized loss on financial instruments, net |
|
|
2,580 |
|
|
|
349 |
|
Amortization of actuarial (gains) on pension |
|
|
(26 |
) |
|
|
(30 |
) |
Foreign exchange (gain) loss on liquidation of foreign entities |
|
|
12 |
|
|
|
(1 |
) |
Increase in valuation allowance on deferred tax assets |
|
|
1,588 |
|
|
|
|
|
Amortization of unrealized (gain) on post retirement obligation |
|
|
(13 |
) |
|
|
(19 |
) |
Amortization of deferred loan fees |
|
|
1,750 |
|
|
|
|
|
Purchases of foreign currency option contracts |
|
|
(3,610 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
Receivables |
|
|
6,327 |
|
|
|
(9,007 |
) |
Prepaid expenses |
|
|
(1,581 |
) |
|
|
(2,205 |
) |
Other current assets |
|
|
(7,013 |
) |
|
|
(588 |
) |
Deferred charges and other assets |
|
|
(714 |
) |
|
|
(1,507 |
) |
Accounts payable |
|
|
(2,394 |
) |
|
|
(4,295 |
) |
Income taxes receivable / payable |
|
|
(5,876 |
) |
|
|
(2,682 |
) |
Accrued employee compensation and benefits |
|
|
2,870 |
|
|
|
2,649 |
|
Other accrued expenses and current liabilities |
|
|
(3,806 |
) |
|
|
(434 |
) |
Deferred revenue |
|
|
314 |
|
|
|
1,941 |
|
Other long-term liabilities |
|
|
(142 |
) |
|
|
(10 |
) |
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
10,320 |
|
|
|
33,489 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
(13,470 |
) |
|
|
(18,308 |
) |
Cash paid for business acquisition, net of cash aquired |
|
|
(77,174 |
) |
|
|
|
|
Proceeds from sale of property and equipment |
|
|
41 |
|
|
|
162 |
|
Investment in restricted cash |
|
|
(108 |
) |
|
|
|
|
Release of restricted cash |
|
|
80,000 |
|
|
|
839 |
|
Other |
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
|
Net cash (used for) investing activities |
|
|
(10,711 |
) |
|
|
(17,309 |
) |
|
|
|
|
|
|
|
6
Sykes Enterprises, Incorporated and Subsidiaries
Condensed Consolidated Statements of Cash Flows
Six months ended June 30, 2010 and 2009
(Unaudited)
(continued)
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2010 |
|
|
2009 |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Payment of long term debt |
|
|
(22,500 |
) |
|
|
|
|
Proceeds from issuance of long term debt |
|
|
75,000 |
|
|
|
|
|
Proceeds from issuance of stock |
|
|
29 |
|
|
|
71 |
|
Excess tax benefit from stock-based compensation |
|
|
360 |
|
|
|
123 |
|
Cash paid for repurchase of common stock |
|
|
(5,212 |
) |
|
|
(3,193 |
) |
Proceeds from grants |
|
|
15 |
|
|
|
3,440 |
|
Payments on short-term debt |
|
|
(85,000 |
) |
|
|
|
|
Shares repurchased for minimum tax withholding on equity awards |
|
|
(1,282 |
) |
|
|
(1,080 |
) |
Cash paid for loan fees related to debt |
|
|
(3,035 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net cash (used for) financing activities |
|
|
(41,625 |
) |
|
|
(639 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effects of exchange rates on cash |
|
|
(13,058 |
) |
|
|
4,313 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
(55,074 |
) |
|
|
19,854 |
|
Cash and
cash equivalents beginning |
|
|
279,853 |
|
|
|
219,050 |
|
|
|
|
|
|
|
|
Cash and
cash equivalents ending |
|
$ |
224,779 |
|
|
$ |
238,904 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during period for interest |
|
$ |
1,968 |
|
|
$ |
630 |
|
Cash paid during period for income taxes |
|
$ |
13,107 |
|
|
$ |
6,274 |
|
|
|
|
|
|
|
|
|
|
Non-cash transactions: |
|
|
|
|
|
|
|
|
Property and equipment additions in accounts payable |
|
$ |
1,672 |
|
|
$ |
1,338 |
|
Unrealized gain on post retirement obligation in accumulated other
comprehensive income (loss) |
|
$ |
119 |
|
|
$ |
461 |
|
Issuance of common stock for business acquisition |
|
$ |
136,673 |
|
|
$ |
|
|
See accompanying notes to condensed consolidated financial statements.
7
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note 1
Significant Accounting Policies
Sykes Enterprises, Incorporated and consolidated subsidiaries (SYKES or the Company) provides
outsourced customer contact management solutions and services in the business process outsourcing
arena to companies, primarily within the communications, financial services, healthcare,
technology/consumer and transportation and leisure industries. SYKES provides flexible, high
quality outsourced customer contact management services (with an emphasis on inbound technical
support and customer service), which includes customer assistance, healthcare and roadside
assistance, technical support and product sales to its clients customers. Utilizing SYKES
integrated onshore/offshore global delivery model, SYKES provides its services through multiple
communication channels encompassing phone, e-mail, Web and chat. SYKES complements its outsourced
customer contact management services with various enterprise support services in the United States
that encompass services for a companys internal support operations, from technical staffing
services to outsourced corporate help desk services. In Europe, SYKES also provides fulfillment
services including multilingual sales order processing via the Internet and phone, payment
processing, inventory control, product delivery and product returns handling. The Company has
operations in two reportable segments entitled (1) the Americas, which includes the United States,
Canada, Latin America, India and the Asia Pacific Rim, in which the client base is primarily
companies in the United States that are using the Companys services to support their customer
management needs; and (2) EMEA, which includes Europe, the Middle East and Africa.
Basis of Presentation The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with accounting principles generally accepted in the
United States of America (generally accepted accounting principles) for interim financial
information and with the instructions to Form 10-Q. Accordingly, they do not include all of the
information and notes required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. Operating results for
the three and six months ended June 30, 2010 are not necessarily indicative of the results that may
be expected for any future quarters or the year ending December 31, 2010. For further information,
refer to the consolidated financial statements and notes thereto, included in the Companys Annual
Report on Form 10-K for the year ended December 31, 2009, as filed with the Securities and Exchange
Commission (SEC). Subsequent events or transactions have been evaluated through the date and time
of issuance of the condensed consolidated financial statements. There were no material subsequent
events that required recognition or disclosure in the condensed consolidated financial statements.
Recognition of Revenue Revenue is recognized pursuant to Accounting Standards
Codification (ASC) 605 Revenue Recognition. The Company primarily recognizes its revenue from
services as those services are performed, which is based on either a per minute, per hour, per call
or per transaction basis, under a fully executed contractual agreement and records reductions to
revenue for contractual penalties and holdbacks for failure to meet specified minimum service
levels and other performance based contingencies. Revenue recognition is limited to the amount that
is not contingent upon delivery of any future product or service or meeting other specified
performance conditions. Product sales, accounted for within fulfillment services, are recognized
upon shipment to the customer and satisfaction of all obligations.
In accordance with ASC 605-25, Revenue Recognition- Multiple-Element Arrangements, revenue from
contracts with multiple-deliverables is allocated to separate units of accounting based on their
relative fair value, if the deliverables in the contract(s) meet the criteria for such treatment.
Certain fulfillment services contracts contain multiple-deliverables. Separation criteria includes
whether a delivered item has value to the customer on a standalone basis, whether there is
objective and reliable evidence of the fair value of the undelivered items and, if the arrangement
includes a general right of return related to a delivered item, whether delivery of the undelivered
item is considered probable and in the Companys control. Fair value is the price of a deliverable
when it is regularly sold on a standalone basis, which generally consists of vendor-specific
objective evidence of fair value. If there is no evidence of the fair value for a delivered product
or service, revenue is allocated first to the fair value of the undelivered product or service and
then the residual revenue is allocated to the delivered product or service. If there is no evidence
of the fair value for an undelivered product or service, the contract(s) is accounted for as a
single unit of accounting, resulting in delay of revenue recognition for the delivered
8
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note 1
Basis of Presentation and Summary of Significant Accounting
Policies (continued)
Recognition
of Revenue (continued)
product or service until the undelivered product or service portion of the contract is complete.
The Company recognizes revenue for delivered elements only when the fair values of undelivered
elements are known, uncertainties regarding client acceptance are resolved, and there are no
client-negotiated refund or return rights affecting the revenue recognized for delivered elements.
Once the Company determines the allocation of revenue between deliverable elements, there are no
further changes in the revenue allocation. If the separation criteria are met, revenue from these
services is recognized as the services are performed under a fully executed contractual agreement.
If the separation criteria are not met because there is insufficient evidence to determine fair
value of one of the deliverables, all of the services are accounted for as a single combined unit
of accounting. For these deliverables with insufficient evidence to determine fair value, revenue
is recognized on the proportional performance method using the straight-line basis over the
contract period, or the actual number of operational seats used to serve the client, as
appropriate. Currently, the Company has no contracts containing multiple-deliverables for customer
contact management services and fulfillment services.
Property and Equipment The carrying value of property and equipment to be held and used is
evaluated for impairment whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable in accordance with ASC 360 Property, Plant and Equipment. For
purposes of recognition and measurement of an impairment loss, assets are grouped at the lowest
levels for which there are identifiable cash flows (the reporting unit). An asset is considered
to be impaired when the sum of the undiscounted future net cash flows expected to result from the
use of the asset and its eventual disposition does not exceed its carrying amount. The amount of
the impairment loss, if any, is measured as the amount by which the carrying value of the asset
exceeds its estimated fair value, which is generally determined based on appraisals or sales prices
of comparable assets. Occasionally, the Company redeploys property and equipment from
under-utilized centers to other locations to improve capacity utilization if it is determined that
the related undiscounted future cash flows in the under-utilized centers would not be sufficient to
recover the carrying amount of these assets. The Company determined that its property and equipment
was not impaired as of June 30, 2010.
Investments
Held in Rabbi Trust for Former ICT Chief Executive Officer Securities held in a rabbi
trust for a nonqualified plan trust agreement dated February 1, 2010 (the Trust Agreement) with
respect to severance payable to John J. Brennan, the former chief executive officer of ICT Group,
Inc. (ICT), include the fair market value of debt securities, primarily U.S. Treasury bills. See
Note 6 for further information. The fair market value of these debt securities, classified as
trading securities in accordance with ASC 320 (ASC 320)
Investment Debt and Equity
Securities, is determined by quoted market prices and is adjusted to the current market price at
the end of each reporting period. The net realized and unrealized gains and losses on trading
securities, which are included in Other income and expense in the accompanying Condensed
Consolidated Statements of Operations, are not material for the three and six months ended June 30,
2010. For purposes of determining realized gains and losses, the cost of securities sold is based
on specific identification.
The Accrued employee compensation and benefits in the accompanying Condensed Consolidated Balance
Sheet as of June 30, 2010 includes a $4.5 million obligation for severance payable to the former
executive due in varying installments over the next eight months in accordance with the Trust
Agreement.
Goodwill The Company accounts for goodwill and other intangible assets under ASC 350 (ASC 350)
Intangibles Goodwill and Other. Goodwill and other intangible assets with indefinite lives are
not subject to amortization, but instead must be reviewed at least annually, and more frequently in
the presence of certain circumstances, for impairment by applying a fair value based test. Fair
value for goodwill is based on discounted cash flows, market multiples and/or appraised values as
appropriate. Under ASC 350, the carrying value of assets is calculated at the lowest levels for
which there are identifiable cash flows (the reporting unit). If the fair value of the reporting
unit is less than its carrying value, an impairment loss is recorded to the extent that the fair
value of the
9
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note 1 Basis of Presentation and Summary of Significant Accounting Policies (continued)
Goodwill (continued)
goodwill within the reporting unit is less than its carrying value. The Company completed its
annual goodwill impairment test during the third quarter of 2009, which included the consideration
of certain economic factors and determined that the carrying amount of goodwill was not impaired as
of September 30, 2009. As part of the ICT acquisition, in February 2010, additional goodwill was
recorded. As of June 30, 2010, there were no indications of impairment. The Company expects to
receive future benefits from previously acquired goodwill over an indefinite period of time.
Intangible Assets Intangible assets, primarily customer relationships, trade name,
existing technologies and covenants not to compete, are amortized using the straight-line method
over their estimated useful lives which approximate the pattern in which the economic benefits of
the assets are consumed. The Company periodically evaluates the recoverability of intangible assets
and takes into account events or changes in circumstances that warrant revised estimates of useful
lives or that indicate that impairment exists. Fair value for intangible assets is based on
discounted cash flows, market multiples and/or appraised values as appropriate. The
Company does not have intangible assets with indefinite lives.
Value Added Tax Receivables The Philippine operations are subject to Value Added Tax
(VAT), which is usually applied to all goods and services purchased throughout the Philippines.
Upon validation and certification of the VAT receivables by the Philippine government, the VAT
receivables are held for sale through third-party brokers. The Company sells VAT credits to others
due to its current tax holiday status in the Philippines and resulting inability to fully utilize
these credits. This process through collection typically takes three to five years. The VAT
receivables balance, which is recorded at net realizable value, is approximately $6.6 million and
$6.2 million as of June 30, 2010 and December 31, 2009, respectively. As of June 30, 2010 and
December 31, 2009, the VAT receivables of $6.6 million and $5.6 million, respectively, are included
in Deferred charges and other assets and $0.0 million and $0.6 million, respectively, are
included in Receivables in the accompanying Condensed Consolidated Balance Sheets. During the
three and six months ended June 30, 2010 the Company recognized losses on the VAT receivables
balance of $0.1 million and $0.3 million, respectively. During the comparable 2009 periods, the
Company recognized losses on the VAT receivables balance of $0.1 million and $0.3 million,
respectively.
Deferred Grants The Company receives government employment grants, primarily in the
U.S., Ireland and Canada, as an incentive to create and maintain permanent employment positions for
a specified time period. The grants are repayable, under certain terms and conditions, if the
Companys relevant employment levels do not meet or exceed the employment levels set forth in the
grant agreements. Accordingly, grant monies received are deferred and amortized using the
proportionate performance model over the required employment period. As of June 30, 2010 and
December 31, 2009, employment deferred grants totaled $12.7 million, of which $1.5 million is
included in total current liabilities, and $11.9 million, of which $0.9 million is included in
total current liabilities, respectively. Amortization of these grants, recorded as a reduction to
General and administrative costs in the accompanying Condensed Consolidated Statements of
Operations, was $0.3 million and $0.5 million for the three and six months ended June 30, 2010,
respectively, and $0.3 million and $0.6 million for the comparable 2009 period, respectively.
Stock-Based Compensation The Company has three stock-based compensation plans: the 2001 Equity
Incentive Plan (for employees and certain non-employees), the 2004 Non-Employee Director Fee Plan
(for non-employee directors), both approved by the shareholders, and the Deferred Compensation Plan
(for certain eligible employees). All of these plans are discussed more fully in Note 13.
Stock-based awards under these plans may consist of common stock, common stock units, stock
options, cash-settled or stock-settled stock appreciation rights, restricted stock and other
stock-based awards. The Company issues common stock and treasury stock to satisfy stock option
exercises or vesting of stock awards.
10
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note 1 Basis of Presentation and Summary of Significant Accounting Policies (continued)
Stock-Based Compensation (continued)
In accordance with ASC 718 (ASC 718) Compensation Stock Compensation, the Company recognizes
in its Condensed Consolidated Statement of Operations the grant-date fair value of stock options
and other equity-based compensation issued to employees and directors. Compensation expense for
equity-based awards is recognized over the requisite service period, usually the vesting period,
while compensation expense for liability-based awards (those usually settled in cash rather than
stock) is re-measured to fair-value at each balance sheet date until the awards are settled.
Fair Value of Financial Instruments The following methods and assumptions were used to estimate
the fair value of each class of financial instruments for which it is practicable to estimate that
value:
|
|
|
Cash, Short-term and Other Investments, Investments Held in Rabbi Trust, Short-term
Debt and Accounts Payable. The carrying values for cash, short-term and other
investments, investments held in rabbi trust, short-term debt and accounts payable
approximate their fair values. |
|
|
|
|
Forward currency forward contracts and options. Forward currency forward contracts
and options are recognized at fair value based on quoted market prices of comparable
instruments or, if none are available, on pricing models or formulas using current
market and model assumptions, including adjustments for credit risk. |
|
|
|
|
Long-Term Debt. The carrying value of long-term debt, including the current portion
thereof, approximates its estimated fair value as it reprices at varying interest
rates. |
Fair Value Measurements The provisions of ASC 820 (ASC 820) Fair Value Measurements and
Disclosures defines fair value, establishes a framework for measuring fair value in accordance
with generally accepted accounting principles, and expands disclosures about fair value
measurements. ASC 820-10-20 clarifies that fair value is an exit price, representing the amount
that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants.
ASC 825 (ASC 825) Financial Instruments permits an entity to measure certain
financial assets and financial liabilities at fair value with changes in fair value recognized in
earnings each period. The Company has not elected to use the fair value option permitted under ASC
825 for any of its financial assets and financial liabilities that are not already recorded at fair
value.
A description of the Companys policies regarding fair value measurement is summarized below.
Fair Value Hierarchy - ASC 820 requires disclosure about how fair value is determined for
assets and liabilities and establishes a hierarchy for which these assets and liabilities must be
grouped, based on significant levels of observable or unobservable inputs. Observable inputs
reflect market data obtained from independent sources, while unobservable inputs reflect the
Companys market assumptions. This hierarchy requires the use of observable market data when
available. These two types of inputs have created the following fair-value hierarchy:
|
|
|
Level 1 Quoted prices for identical instruments in active markets. |
|
|
|
|
Level 2 Quoted prices for similar instruments in active markets; quoted prices for
identical or similar instruments in markets that are not active; and model-derived
valuations in which all significant inputs and significant value drivers are observable in
active markets. |
|
|
|
|
Level 3 Valuations derived from valuation techniques in which one or more significant
inputs or significant value drivers are unobservable. |
11
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note 1
Basis of Presentation and Summary of Significant Accounting Policies (continued)
Fair Value Measurements (continued)
Determination of Fair Value - The Company generally uses quoted market prices (unadjusted)
in active markets for identical assets or liabilities that the Company has the ability to access to
determine fair value, and classifies such items in Level 1. Fair values determined by Level 2
inputs utilize inputs other than quoted market prices included in Level 1 that are observable for
the asset or liability, either directly or indirectly. Level 2 inputs include quoted market prices
in active markets for similar assets or liabilities, and inputs other than quoted market prices
that are observable for the asset or liability. Level 3 inputs are unobservable inputs for the
asset or liability, and include situations where there is little, if any, market activity for the
asset or liability.
If quoted market prices are not available, fair value is based upon internally developed valuation
techniques that use, where possible, current market-based or independently sourced market
parameters, such as interest rates, currency rates, etc. Assets or liabilities valued using such
internally generated valuation techniques are classified according to the lowest level input or
value driver that is significant to the valuation. Thus, an item may be classified in Level 3 even
though there may be significant inputs that are readily observable.
The following section describes the valuation methodologies used by the Company to measure fair
value, including an indication of the level in the fair value hierarchy in which each asset or
liability is generally classified.
Money Market Funds and Open-end Mutual Funds The Company uses quoted market prices in active
markets to determine the fair value of money market funds and open-end mutual funds, which are
classified in Level 1 of the fair value hierarchy.
Foreign Currency Forward Contracts and Options The Company enters into foreign currency forward
contracts and options over the counter and values such contracts using quoted market prices of
comparable instruments or, if none are available, on pricing models or formulas using current
market and model assumptions, including adjustments for credit risk.. The key inputs include
forward or option foreign currency exchange rates and interest rates. These items are classified in
Level 2 of the fair value hierarchy.
Investments Held in Rabbi Trusts The investment assets of the rabbi trusts are valued using
quoted market prices in active markets, which are classified in Level 1 of the fair value
hierarchy. For additional information, refer to Notes 6 and 13.
Guaranteed Investment Certificates Guaranteed investment certificates, with variable interest
rates linked to the prime rate, approximate fair value due to the automatic ability to reprice with
changes in the market; such items are classified in Level 2 of the fair value hierarchy.
Foreign Currency Translation The assets and liabilities of the Companys foreign subsidiaries,
whose functional currency is other than the U.S. Dollar, are translated at the exchange rates in
effect on the reporting date, and income and expenses are translated at the weighted average
exchange rate during the period. The net effect of translation gains and losses is not included in
determining net income, but is included in Accumulated other comprehensive income (loss) (AOCI),
which is reflected as a separate component of shareholders equity until the sale or until the
complete or substantially complete liquidation of the net investment in the foreign subsidiary.
Foreign currency transactional gains and losses are included in Other income (expense) in the
accompanying Condensed Consolidated Statements of Operations.
Foreign Currency and Derivative Instruments The Company accounts for financial derivative
instruments under ASC 815 (ASC 815) Derivatives and Hedging. The Company generally utilizes
non-deliverable forward contracts and options expiring within one to 24 months to reduce its
foreign currency exposure due to exchange rate fluctuations on forecasted cash flows denominated in
non-functional foreign currencies and net investments in foreign operations. In using derivative
financial instruments to hedge exposures to changes in exchange rates, the Company exposes itself
to counterparty credit risk.
12
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note 1
Basis of Presentation and Summary of Significant Accounting Policies (continued)
Foreign
Currency and Derivative Instruments (continued)
All derivatives, including foreign currency forward contracts and options, are recognized in the
balance sheet at fair value. Derivatives are recorded either as assets, within Other current
assets, or Deferred charges and other assets, or as liabilities, within Other accrued expenses
and current liabilities, or Other long-term liabilities in the accompanying Condensed
Consolidated Balance Sheets.
The Company designates derivatives as either (1) a hedge of a forecasted transaction or of the
variability of cash flows to be received or paid related to a recognized asset or liability (cash
flow hedge); (2) a hedge of a net investment in a foreign operation; or (3) a derivative that does
not qualify for hedge accounting. To qualify for hedge accounting treatment, a derivative must be
highly effective in mitigating the designated risk of the hedged item. Effectiveness of the hedge
is formally assessed at inception and throughout the life of the hedging relationship. Even if a
derivative qualifies for hedge accounting treatment, there may be an element of ineffectiveness of
the hedge.
Changes in the fair value of derivatives that are highly effective and designated as cash flow
hedges are recorded in AOCI, until the forecasted underlying transactions occur. Any realized gains
or losses resulting from the cash flow hedges are recognized together with the hedged transaction
within Revenues. Changes in the fair value of derivatives that are highly effective and
designated as a net investment hedge are recorded in cumulative translation adjustment in AOCI,
offsetting the change in cumulative translation adjustment attributable to the hedged portion of
the Companys net investment in the foreign operation. Any realized gains and losses from
settlements of the net investment hedge remain in AOCI until partial or complete liquidation of the
net investment. Ineffectiveness is measured based on the change in fair value of the forward
contracts and options and the fair value of the hypothetical derivatives with terms that match the
critical terms of the risk being hedged. Hedge ineffectiveness is recognized within Revenues for
cash flow hedges and within Other income (expense) for net investment hedges. Cash flows from the
derivative contracts are classified within the operating section in the accompanying Condensed
Consolidated Statements of Cash Flows.
The Company formally documents all relationships between hedging instruments and hedged items, as
well as its risk management objective and strategy for undertaking various hedging activities. This
process includes linking all derivatives that are designated as cash flow hedges to forecasted
transactions. Hedges of a net investment in a foreign operation are linked to the specific foreign
operation. The Company also formally assesses, both at the hedges inception and on an ongoing
basis, whether the derivatives that are used in hedging transactions are highly effective on a
prospective and retrospective basis. When it is determined that a derivative is not highly
effective as a hedge or that it has ceased to be a highly effective hedge or if a forecasted hedge
is no longer probable of occurring, the Company discontinues hedge accounting prospectively. At
June 30, 2010, all hedges were determined to be highly effective.
The Company also periodically enters into forward contracts that are not designated as hedges as
defined under ASC 815. The purpose of these derivative instruments is to reduce the effects from
fluctuations caused by volatility in currency exchange rates on the Companys operating results and
cash flows. All changes in the fair value of the derivative instruments are included in Other
income (expense). See Note 5 Financial Derivatives for further information on financial
derivative instruments.
New
Accounting Standards Unless needed to clarify a point to readers, the Company will refrain
from citing specific section references when discussing application of accounting principles or
addressing new or pending accounting rule changes. There are no recently issued accounting
standards that are expected to have a material effect on the Companys financial condition, results
of operations or cash flows.
13
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note 2
Acquisition of ICT
On February 2, 2010, the Company acquired 100% of the outstanding common shares and voting interest
of ICT through a merger of ICT with and into a subsidiary of the Company. ICT provides outsourced
customer management and business process outsourcing solutions with its operations located in the
United States, Canada, Europe, Latin America, India, Australia and the Philippines. The results of
ICTs operations have been included in the Companys consolidated financial statements since its
acquisition on February 2, 2010. The Company acquired ICT to expand and complement its global
footprint, provide entry into additional vertical markets, and increase revenues to enhance its
ability to leverage the Companys infrastructure to produce improved sustainable operating margins.
This resulted in the Company paying a substantial premium for ICT resulting in recognition of
goodwill.
The acquisition date fair value of the consideration transferred totaled $277.8 million, which
consisted of the following:
|
|
|
|
|
|
|
Amount |
|
Form |
|
(in thousands) |
|
Cash |
|
$ |
141,161 |
|
Common stock |
|
|
136,673 |
|
|
|
|
|
Total consideration |
|
$ |
277,834 |
|
|
|
|
|
The fair value of the 5.6 million common shares issued was determined based on the Companys
closing share price of $24.40 on the acquisition date.
The cash portion of the acquisition was funded through borrowings consisting of a $75.0 million
short-term loan from Key Bank and a $75 million Term Loan. See
Note 8 for further
information.
The Company accounted for the acquisition in accordance with ASC 805 (ASC 805) Business
Combinations, whereby the purchase price paid was allocated to the tangible and identifiable
intangible assets acquired and liabilities assumed from ICT based on their estimated fair values as
of the closing date. Certain amounts are provisional and are subject to change, including the
following items:
|
|
|
Amounts for property and equipment, pending completion of certain physical counts and
the confirmation of the condition of certain property and equipment. |
|
|
|
|
Tax entries required cannot be estimated until the Company completes its tax analysis of
the assets acquired and liabilities assumed in connection with the acquisition of ICT.
Additionally, as of February 2, 2010, the date of the ICT acquisition, the Company
determined that it intends to distribute all of the accumulated and undistributed earnings
of the ICT Philippine subsidiary and its direct parent, ICT Group Netherlands B.V., to
Sykes Enterprises, Incorporated, its ultimate U.S. parent. Tax adjustments required to
reflect this intent, which could be significant, cannot be estimated until the Company
completes its tax analysis. The Company asserts its intention that all other ICT past and
current earnings are permanently reinvested in foreign business operations in accordance
with ASC 740-30 (ASC 740-30) Income Taxes Other Considerations or Special Areas. |
|
|
|
|
The amount and allocation of goodwill among reporting units. |
The Company expects to complete its analysis of the purchase price allocation during the fourth
quarter of 2010. As of June 30, 2010, there were no changes in the recognized amounts of goodwill
resulting from the acquisition of ICT.
14
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note 2 Acquisition of ICT (continued)
The following table summarizes the estimated acquisition date fair values of the assets acquired
and liabilities assumed (in thousands):
|
|
|
|
|
|
|
Amount |
|
|
Cash and cash equivalents |
|
$ |
63,987 |
|
Receivables |
|
|
75,890 |
|
Income tax receivable |
|
|
2,844 |
|
Prepaid expenses |
|
|
4,846 |
|
Other current assets |
|
|
4,950 |
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
152,517 |
|
Property and equipment |
|
|
57,910 |
|
Goodwill |
|
|
90,123 |
|
Intangibles |
|
|
60,310 |
|
Deferred charges and other assets |
|
|
7,978 |
|
|
|
|
|
Short-term debt |
|
|
(10,000 |
) |
Accounts payable |
|
|
(12,412 |
) |
Accrued employee compensation and benefits |
|
|
(23,873 |
) |
Income taxes payable |
|
|
(2,451 |
) |
Other accrued expenses and current liabilities |
|
|
(10,951 |
) |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
(59,687 |
) |
Deferred grants |
|
|
(706 |
) |
Long-term income tax liabilities |
|
|
(5,573 |
) |
Other long-term liabilities |
|
|
(25,038 |
) |
|
|
|
|
|
|
|
|
Purchase price |
|
$ |
277,834 |
|
|
|
|
|
Total net assets acquired by operating segment as of February 2, 2010, the acquisition date,
were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
Americas |
|
|
EMEA |
|
|
Other |
|
|
Total |
|
Net assets |
|
$ |
273,748 |
|
|
$ |
4,086 |
|
|
$ |
|
|
|
$ |
277,834 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair values are based on managements estimates and assumptions including variations of the
income approach, the cost approach and the market approach. The following table presents the
Companys purchased intangibles assets as of February 2, 2010, the acquisition date (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
Amortization |
|
Purchased intangible Assets |
|
Amount Assigned |
|
|
Period (years) |
|
|
Customer relationships |
|
$ |
57,900 |
|
|
|
8 |
|
Trade name |
|
|
1,000 |
|
|
|
3 |
|
Proprietary Software |
|
|
850 |
|
|
|
2 |
|
Non-compete agreements |
|
|
560 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
$ |
60,310 |
|
|
|
8 |
|
|
|
|
|
|
|
|
|
15
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note 2 Acquisition of ICT (continued)
The $90.1 million of goodwill was assigned to the Companys Americas and EMEA operating segments in
the amount of $90.0 million and $0.1 million, respectively. The goodwill recognized is
attributable primarily to synergies the Company expects to achieve as the acquisition increases the
opportunity for sustained long-term operating margin expansion by leveraging general and
administrative expenses over a larger revenue base. Pursuant to Federal income tax regulations,
the ICT acquisition was considered to be a non-taxable transaction; therefore, no amount of
intangibles or goodwill from this acquisition will be deductible for tax purposes. The fair value
of receivables acquired is $75.9 million, with the gross contractual amount being $76.4 million, of
which $0.5 million was not expected to be collected.
After the ICT acquisition in February, 2010, the Company paid off the $10.0 million outstanding
balance plus accrued interest of the ICT short-term debt assumed upon acquisition. The related
interest expense included in Interest expense in the accompanying Condensed Statement of
Operations for the three and six months ended June 30, 2010 were not material.
The amount of ICTs revenues and net loss since the February 2, 2010 acquisition date, included in
the Companys Condensed Consolidated Statement of Operations for the three and six months ended
June 30, 2010, are $98.5 million and $(2.4) million and $163.8 million and $(15.8) million,
respectively. The following table presents the unaudited pro forma combined revenues and net
earnings as if ICT had been included in the consolidated results of the Company for the entire
three and six month periods ended June 30, 2010 and 2009. The pro forma financial information is
not indicative of the results of operations that would have been achieved if the acquisition and
related borrowings had taken place on January 1, 2010 and 2009 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
|
|
2010 |
|
2009 |
|
2010 |
|
2009 |
Revenues |
|
$ |
299,177 |
|
|
$ |
307,189 |
|
|
$ |
615,328 |
|
|
$ |
606,488 |
|
Net income |
|
$ |
4,433 |
|
|
$ |
11,831 |
|
|
$ |
13,309 |
|
|
$ |
25,089 |
|
Net income per basic share |
|
$ |
0.10 |
|
|
$ |
0.26 |
|
|
$ |
0.29 |
|
|
$ |
0.54 |
|
Net income per diluted share |
|
$ |
0.10 |
|
|
$ |
0.25 |
|
|
$ |
0.29 |
|
|
$ |
0.54 |
|
These amounts have been calculated to reflect the additional depreciation, amortization, and
interest expense that would have been incurred assuming the fair value adjustments and borrowings
occurred on January 1, 2010 and January 1, 2009, together with the consequential tax effects. In
addition, these amounts exclude costs incurred which are directly attributable to the acquisition,
and which do not have a continuing impact on the combined companies operating results. Included in
these costs are severance, advisory and legal costs, net of the consequential tax effects.
Acquisition-related costs of $6.0 million, comprised of $1.7 million in severance costs ($1.4
million in Corporate and $0.3 million in the Americas), $1.0 million in transaction and integration
costs, and $3.3 million in additional depreciation related to the increase in fair values of the
acquired property and equipment and amortization of the fair values of the acquired intangibles,
are included in General and administrative costs in the accompanying Condensed Consolidated
Statement of Operations for the three months ended June 30, 2010. Acquisition-related costs of
$29.3 million, comprised of $15.2 million in severance costs ($14.0 million in Corporate and $1.2
million in the Americas), $8.7 million in transaction and integration costs, and $5.4 million in
additional depreciation related to the increase in fair values of the acquired property and
equipment and amortization of the fair values of the acquired intangibles, are included in General
and administrative costs in the accompanying Condensed Consolidated Statement of Operations for
the six months ended June 30, 2010.
16
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note 3 Fair Value
The Companys assets and liabilities measured at fair value on a recurring basis as of June 30,
2010 subject to the requirements of ASC 820 consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at June 30, 2010 Using: |
|
|
|
|
|
|
|
Quoted Prices |
|
|
Significant |
|
|
|
|
|
|
|
|
|
|
in Active |
|
|
Other |
|
|
Significant |
|
|
|
|
|
|
|
Markets For |
|
|
Observable |
|
|
Unobservable |
|
|
|
Balance at |
|
|
Identical Assets |
|
|
Inputs |
|
|
Inputs |
|
|
|
June 30, 2010 |
|
|
Level (1) |
|
|
Level (2) |
|
|
Level (3) |
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money Market Funds and Open-end
Mutual Funds (1) |
|
$ |
54,495 |
|
|
$ |
54,495 |
|
|
$ |
|
|
|
$ |
|
|
Foreign Currency Forward Contracts (2) |
|
|
3,158 |
|
|
|
|
|
|
|
3,158 |
|
|
|
|
|
Foreign Currency Option Contracts (3) |
|
|
1,568 |
|
|
|
|
|
|
|
1,568 |
|
|
|
|
|
Investments held in a Rabbi Trust
for the Deferred Compensation Plan (4) |
|
|
2,710 |
|
|
|
2,710 |
|
|
|
|
|
|
|
|
|
U.S. Treasury Bills held in a Rabbi Trust for the
former ICT chief executive officer (4) |
|
|
4,452 |
|
|
|
4,452 |
|
|
|
|
|
|
|
|
|
Guaranteed Investment Certificates (5) |
|
|
53 |
|
|
|
|
|
|
|
53 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
66,436 |
|
|
$ |
61,657 |
|
|
$ |
4,779 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Currency Forward Contracts (6) |
|
$ |
2,155 |
|
|
$ |
|
|
|
$ |
2,155 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
$ |
2,155 |
|
|
$ |
|
|
|
$ |
2,155 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Included $53.9 million in Cash and cash equivalents and $0.6 million in Deferred charges and other assets in the accompanying
Condensed Consolidated Balance Sheet. |
|
(2) |
|
Included $3.0 million in Other current assets and $0.2 million in Deferred charges and other assets in the accompanying
Condensed Consolidated Balance Sheet. See Note 5. |
|
(3) |
|
Included in Other current assetsin the accompanying Condensed Consolidated Balance Sheet. See Note 5. |
|
(4) |
|
Included in Other current assetsin the accompanying Condensed Consolidated Balance Sheet. See Note 6. |
|
(5) |
|
Included in Deferred charges and other assets in the accompanying Condensed Consolidated Balance Sheet. |
|
(6) |
|
Included in Other accrued expenses and current liabilities in the accompanying Condensed Consolidated Balance Sheet. See Note 5. |
17
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note 3 Fair Value (continued)
The Companys assets and liabilities measured at fair value on a recurring basis as of December 31,
2009 subject to the requirements of ASC 820 consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2009 Using: |
|
|
|
|
|
|
|
Quoted Prices |
|
|
Significant |
|
|
|
|
|
|
|
|
|
|
in Active |
|
|
Other |
|
|
Significant |
|
|
|
|
|
|
|
Markets For |
|
|
Observable |
|
|
Unobservable |
|
|
|
Balance at |
|
|
Identical Assets |
|
|
Inputs |
|
|
Inputs |
|
|
|
December 31, 2009 |
|
|
Level (1) |
|
|
Level (2) |
|
|
Level (3) |
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money Market Funds and Open-end
Mutual Funds (1) |
|
$ |
234,659 |
|
|
$ |
234,659 |
|
|
$ |
|
|
|
$ |
|
|
Foreign Currency Forward Contracts (2) |
|
|
2,866 |
|
|
|
|
|
|
|
2,866 |
|
|
|
|
|
Investments held in a Rabbi Trust
for the Deferred Compensation Plan (3) |
|
|
2,437 |
|
|
|
2,437 |
|
|
|
|
|
|
|
|
|
Guaranteed Investment Certificates (4) |
|
|
46 |
|
|
|
|
|
|
|
46 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
240,008 |
|
|
$ |
237,096 |
|
|
$ |
2,912 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Currency Forward Contracts (5) |
|
$ |
326 |
|
|
$ |
|
|
|
$ |
326 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
$ |
326 |
|
|
$ |
|
|
|
$ |
326 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Included $80.3 million in Restricted cash, $153.7 million in Cash and cash equivalents and $0.7 million in Deferred charges
and other assets in the accompanying Condensed Consolidated Balance Sheet. |
|
(2) |
|
Included in Other current assetsin the accompanying Condensed Consolidated Balance Sheet. See Note 5. |
|
(3) |
|
Included in Other current assets in the accompanying Condensed Consolidated Balance Sheet. See Note 6. |
|
(4) |
|
Included in Deferred charges and other assets in the accompanying Condensed Consolidated Balance Sheet. |
|
(5) |
|
Included in Other accrued expenses and current liabilities in the accompanying Condensed Consolidated Balance Sheet. See Note 5. |
Certain assets, under certain conditions, are measured at fair value on a non-recurring basis
utilizing Level 3 inputs as described in Note 1, like those associated with acquired businesses,
including goodwill and other intangible assets and other long-lived assets. For these assets,
measurement at fair value in periods subsequent to their initial recognition would be applicable if
one or more of these assets was determined to be impaired. During the three and six months ended
June 30, 2010, no impairment losses have occurred relative to any of these assets. During the
three and six months ended June 30, 2009, due to the decline in value that is other than temporary,
the Company recorded impairment losses of $1.6 million on its investment of goodwill and intangible
assets related to the March 2005 acquisition of Kelly, Luttmer & Associates Limited (KLA) and
$2.1 million on its investment in SHPS.
18
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note 4 Goodwill and Intangible Assets
The following table presents the Companys purchased intangible assets (in thousands) as of June
30, 2010 (including the ICT acquisition described in Note 2):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
|
Amortization |
|
|
|
Intangibles |
|
|
Amortization |
|
|
Intangibles |
|
|
Period (years) |
|
|
|
|
Customer relationships |
|
$ |
62,215 |
|
|
$ |
(5,881 |
) |
|
$ |
56,334 |
|
|
|
8 |
|
Trade name |
|
|
1,784 |
|
|
|
(766 |
) |
|
|
1,018 |
|
|
|
4 |
|
Non-compete agreements |
|
|
717 |
|
|
|
(390 |
) |
|
|
327 |
|
|
|
1 |
|
Proprietary software |
|
|
850 |
|
|
|
(214 |
) |
|
|
636 |
|
|
|
2 |
|
Other |
|
|
129 |
|
|
|
(129 |
) |
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
65,695 |
|
|
$ |
(7,380 |
) |
|
$ |
58,315 |
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table presents the Companys purchased intangible assets (in thousands) as of
December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
|
Amortization |
|
|
|
Intangibles |
|
|
Amortization |
|
|
Intangibles |
|
|
Period (years) |
|
|
|
|
Customer relationships |
|
$ |
4,437 |
|
|
$ |
(2,588 |
) |
|
$ |
1,849 |
|
|
|
6 |
|
Trade name |
|
|
807 |
|
|
|
(565 |
) |
|
|
242 |
|
|
|
5 |
|
Non-compete agreements |
|
|
161 |
|
|
|
(161 |
) |
|
|
|
|
|
|
2 |
|
Other |
|
|
133 |
|
|
|
(133 |
) |
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,538 |
|
|
$ |
(3,447 |
) |
|
$ |
2,091 |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization expense, related to the purchased intangible assets resulting from acquisitions
(other than goodwill), of $2.4 million and $4.1 million for the three and six months ended June 30,
2010, respectively, is included in General and administrative costs in the accompanying Condensed
Consolidated Statements of Operations. In the comparable 2009 periods, the Company recognized
amortization expense of $0.3 million and $0.6 million, respectively.
19
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note 4 Goodwill and Intangible Assets (continued)
The Companys estimated future amortization expense for the five succeeding years is as follows (in
thousands):
|
|
|
|
|
Years Ending December 31, |
|
Amount |
|
2010 (remaining six months) |
|
$ |
4,772 |
|
2011 |
|
$ |
8,654 |
|
2012 |
|
$ |
8,030 |
|
2013 |
|
$ |
7,303 |
|
2014 |
|
$ |
7,240 |
|
2015 |
|
$ |
7,238 |
|
2016 and thereafter |
|
$ |
15,078 |
|
Changes in goodwill consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
Gross |
|
|
Impairment |
|
|
|
|
|
|
Amount |
|
|
Losses |
|
|
Net Amount |
|
Americas: |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2010 |
|
$ |
21,838 |
|
|
$ |
(629 |
) |
|
$ |
21,209 |
|
Acquisition of ICT (See Note 2) |
|
|
90,036 |
|
|
|
|
|
|
|
90,036 |
|
Foreign currency translation |
|
|
(197 |
) |
|
|
|
|
|
|
(197 |
) |
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2010 |
|
|
111,677 |
|
|
|
(629 |
) |
|
|
111,048 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EMEA: |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of ICT (See Note 2) |
|
|
87 |
|
|
|
|
|
|
|
87 |
|
Foreign currency translation |
|
|
(6 |
) |
|
|
|
|
|
|
(6 |
) |
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2010 |
|
|
81 |
|
|
|
|
|
|
|
81 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
111,758 |
|
|
$ |
(629 |
) |
|
$ |
111,129 |
|
|
|
|
|
|
|
|
|
|
|
Note 5 Financial Derivatives
Cash Flow Hedges The Company had derivative assets and liabilities relating to outstanding
forward contracts and options, designated as cash flow hedges, as defined under ASC 815, consisting
of Philippine peso (PHP) contracts, maturing within 15 months with a notional value of $121.0
million and $39.4 million as of June 30, 2010 and December 31, 2009, respectively, and Canadian
dollar contracts maturing within 6 months with a notional value of $5.1 million and $3.8 million as
of June 30, 2010 and December 31, 2009, respectively. These contracts are entered into to protect
against the risk that the eventual cash flows resulting from such transactions will be adversely
affected by changes in exchange rates.
The Company had a total of ($0.8) million and $2.0 million of deferred (losses) gains, net of taxes
of ($0.4) million and $0.8 million, on these derivative instruments as of June 30, 2010 and
December 31, 2009, respectively, recorded in AOCI in the accompanying Condensed Consolidated
Balance Sheets. The deferred gains expected to be reclassified to Revenues from AOCI during the
next twelve months is $1.2 million. However, this amount and other future reclassifications from
AOCI will fluctuate with movements in the underlying market price of the forward contracts.
20
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note 5 Financial Derivatives (continued)
Net Investment Hedge During the three months ended June 30, 2010, the Company entered into a
foreign exchange forward contract to hedge its net investment in a foreign operation, as defined
under ASC 815. The aggregate notional value of this hedge was $49.2 million as of June 30, 2010.
The Company recorded deferred gains
of $0.9 million, net of taxes, for the three and six month periods ended June 30, 2010 as a
currency translation adjustment, a component of AOCI, offsetting foreign exchange losses
attributable to the translation of the net investment. The Company did not hedge net investments in
foreign operations during the comparable 2009 period.
Other Hedges The Company also periodically enters into foreign currency hedge contracts that are
not designated as hedges as defined under ASC 815. The purpose of these derivative instruments is
to reduce the effects on the Companys operating results and cash flows from fluctuations caused by
volatility in currency exchange rates, primarily related to intercompany loan payments and cash
held in non-functional currencies. As of June 30, 2010, these contracts include a forward contract
to sell 12.5 million Canadian dollars at fixed prices of 8.1 million Euro to settle in August 2010,
a forward contract to sell 9.8 million Euros at fixed prices of 12.5 million Canadian dollars to
settle in August 2010, a forward contract to sell 9.5 million Euro at fixed prices of U.S. $11.7
million to settle in July 2010, forward contracts to sell 5.5 million Canadian dollars at fixed
prices of U.S. $5.3 million to settle in July 2010, and forward contracts to sell 702.0 million
PHP at fixed prices of U.S. $15.2 million to settle in July 2010. As of December 31, 2009, the
Company had forward contracts to sell 12.5 million Canadian dollars at fixed prices of Euro 8.1
million, which will settle in August 2010.
The Company had the following outstanding foreign currency forward contracts and options (in
thousands):
|
|
|
|
|
|
|
As of June 30, 2010 |
|
As of December 31, 2009 |
Foreign Currency |
|
Currency Denomination |
|
Foreign Currency |
|
Currency Denomination |
U.S. Dollars 23,600
|
|
Philippine Pesos 1,172,023
|
|
U.S. Dollars 39,400
|
|
Philippine Pesos 1,970,189 |
|
|
|
|
|
|
|
U.S. Dollars 97,400
|
|
Philippine Pesos 4,505,090 |
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars 5,060
|
|
Canadian Dollars 5,350
|
|
U.S. Dollars 3,800
|
|
Canadian Dollars 4,050 |
|
|
|
|
|
|
|
Euros 39,000
|
|
U.S. Dollars 49,166 |
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars 11,676
|
|
Euros 9,500 |
|
|
|
|
|
|
|
|
|
|
|
Canadian Dollars 12,500
|
|
Euros 8,066
|
|
Canadian Dollars 12,500
|
|
Euros 8,066 |
|
|
|
|
|
|
|
Euros 9,810
|
|
Canadian Dollars 12,500 |
|
|
|
|
|
|
|
|
|
|
|
Canadian Dollars 5,500
|
|
U.S. Dollars 5,333 |
|
|
|
|
|
|
|
|
|
|
|
Philippine Pesos 702,030
|
|
U.S. Dollars 15,192 |
|
|
|
|
See Note 1 for additional information on the Companys purpose for entering into these
derivatives and its overall risk management strategies.
21
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note 5 Financial Derivatives (continued)
In July 2010 to hedge intercompany forecasted cash outflows, the Company entered into forward
contracts to sell 5.5 million Canadian dollars at fixed prices of U.S. $5.3 million to settle in
August 2010, to sell 9.5 million Euro at fixed prices of U.S. $12.1 million to settle in August
2010 and to sell 702.0 million PHP at fixed prices of U.S. $15.2 million to settle in August
2010.
As of June 30, 2010, the maximum amount of loss due to credit risk that, based on the gross fair
value of the financial instruments, the Company would incur if parties to the financial instruments
that make up the concentration failed to perform according to the terms of the contracts is $4.7
million.
The following tables present the fair value of the Companys derivative instruments as of June 30,
2010 and December 31, 2009 included in the accompanying Condensed Consolidated Balance Sheets (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Assets |
|
|
|
June 30, 2010 |
|
|
December 31, 2009 |
|
|
|
Balance Sheet |
|
|
|
|
|
Balance Sheet |
|
|
|
|
|
Location |
|
Fair Value |
|
|
Location |
|
Fair Value |
|
Derivatives designated as cash flow hedging instruments under ASC 815: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency forward contracts |
|
Other current assets |
|
$ |
1,246 |
|
|
Other current assets |
|
$ |
2,866 |
|
Foreign currency option contracts |
|
Other current assets |
|
|
1,568 |
|
|
|
|
|
|
|
Foreign currency forward contracts |
|
Deferred charges and other assets |
|
|
166 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,980 |
|
|
|
|
|
2,866 |
|
Derivatives designated as a net investment hedge under ASC 815: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency forward contracts |
|
Other current assets |
|
|
1,432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,412 |
|
|
|
|
|
2,866 |
|
Derivatives not designated as hedging instruments under ASC 815: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency forward contracts |
|
Other current assets |
|
|
314 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivative assets |
|
|
|
$ |
4,726 |
|
|
|
|
$ |
2,866 |
|
|
|
|
|
|
|
|
|
|
|
|
22
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note 5 Financial Derivatives (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Liabilities |
|
|
|
June 30, 2010 |
|
|
December 31, 2009 |
|
|
|
Location |
|
|
Fair Value |
|
|
Location |
|
|
Fair Value |
|
Derivatives designated as cash flow hedging instruments under ASC 815: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency forward contracts |
|
Other accrued expenses and current liabilities |
|
$ |
35 |
|
|
Other accrued expenses and current liabilities |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments under ASC 815: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency forward contracts |
|
Other accrued expenses and current liabilities |
|
$ |
2,120 |
|
|
Other accrued expenses and current liabilities |
|
$ |
326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivative liabilities |
|
|
|
|
|
$ |
2,155 |
|
|
|
|
|
|
$ |
326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following tables present the effect of the Companys derivative instruments for the three
months ended June 30, 2010 and 2009 in the accompanying Condensed Consolidated Financial Statements
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (Loss) |
|
|
|
|
|
|
Gain (Loss) |
|
|
Statement |
|
|
Reclassified From |
|
|
Gain (Loss) |
|
|
|
Recognized in AOCI |
|
|
of |
|
|
Accumulated AOCI |
|
|
Recognized in Income |
|
|
|
on Derivative |
|
|
Operations |
|
|
Into Income (Effective |
|
|
on Derivative |
|
|
|
(Effective Portion) |
|
|
Location |
|
|
Portion) |
|
|
(Ineffective Portion) |
|
|
|
June 30, |
|
|
|
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
Derivatives designated as cash flow
hedging instruments under ASC 815: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency forward contracts |
|
$ |
(884 |
) |
|
$ |
1,371 |
|
|
Revenues |
|
$ |
1,107 |
|
|
$ |
(2,525 |
) |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency option contracts |
|
|
(1,879 |
) |
|
|
|
|
|
Revenues |
|
|
(142 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cash flow hedges |
|
|
(2,763 |
) |
|
|
1,371 |
|
|
|
|
|
|
|
965 |
|
|
|
(2,525 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives designated as a net investment
hedge under ASC 815 Foreign currency forward contracts |
|
|
1,432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(1,331 |
) |
|
$ |
1,371 |
|
|
|
|
|
|
$ |
965 |
|
|
$ |
(2,525 |
) |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note 5 Financial Derivatives (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (Loss) Recognized |
|
|
|
Statement of |
|
|
in Income on Derivative |
|
|
|
Operations |
|
|
June 30, |
|
|
|
Location |
|
|
2010 |
|
|
2009 |
|
Derivatives not designated as hedging instruments under ASC 815: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency forward contracts |
|
Other income and (expense) |
|
$ |
(356 |
) |
|
$ |
(421 |
) |
|
|
|
|
|
|
|
|
|
|
|
Foreign currency forward contracts |
|
Revenues |
|
|
|
|
|
|
(53 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(356 |
) |
|
$ |
(474 |
) |
|
|
|
|
|
|
|
|
|
|
|
The following tables present the effect of the Companys derivative instruments for the six
months ended June 30, 2010 and 2009 in the accompanying Condensed Consolidated Financial Statements
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (Loss) |
|
|
|
|
|
|
Gain (Loss) |
|
|
Statement |
|
|
Reclassified From |
|
|
Gain (Loss) |
|
|
|
Recognized in AOCI |
|
|
of |
|
|
Accumulated AOCI |
|
|
Recognized in Income |
|
|
|
on Derivative |
|
|
Operations |
|
|
Into Income (Effective |
|
|
on Derivative |
|
|
|
(Effective Portion) |
|
|
Location |
|
|
Portion) |
|
|
(Ineffective Portion) |
|
|
|
June 30, |
|
|
|
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
Derivatives designated as cash flow
hedging instruments under ASC 815: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency forward contracts |
|
$ |
311 |
|
|
$ |
803 |
|
|
Revenues |
|
$ |
1,999 |
|
|
$ |
(5,546 |
) |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency option contracts |
|
|
(1,729 |
) |
|
|
|
|
|
Revenues |
|
|
(53 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cash flow hedges |
|
|
(1,418 |
) |
|
|
803 |
|
|
|
|
|
|
|
1,946 |
|
|
|
(5,546 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives designated as a net investment
hedge under ASC 815 Foreign currency forward contracts |
|
|
1,432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
14 |
|
|
$ |
803 |
|
|
|
|
|
|
$ |
1,946 |
|
|
$ |
(5,546 |
) |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note 5 Financial Derivatives (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (Loss) Recognized |
|
|
|
Statement of |
|
|
in Income on Derivative |
|
|
|
Operations |
|
|
June 30, |
|
|
|
Location |
|
|
2010 |
|
|
2009 |
|
Derivatives not designated as hedging instruments under ASC 815: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency forward contracts |
|
Other income and (expense) |
|
$ |
(1,430 |
) |
|
$ |
(516 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency forward contracts |
|
Revenues |
|
|
|
|
|
|
(53 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(1,430 |
) |
|
$ |
(569 |
) |
|
|
|
|
|
|
|
|
|
|
|
Note 6 Investments Held in Rabbi Trusts
The Companys Investments Held in Rabbi Trusts, classified as trading securities and included in
Other current assets in the accompanying Condensed Consolidated Balance Sheets, at fair value,
consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2010 |
|
|
December 31, 2009 |
|
|
|
Cost |
|
|
Fair Value |
|
|
Cost |
|
|
Fair Value |
|
Mutual Funds |
|
$ |
2,849 |
|
|
$ |
2,710 |
|
|
$ |
2,454 |
|
|
$ |
2,437 |
|
U.S. Treasury Bills |
|
|
4,450 |
|
|
|
4,452 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
7,299 |
|
|
$ |
7,162 |
|
|
$ |
2,454 |
|
|
$ |
2,437 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The mutual funds held in the rabbi trust were 79% equity-based and 21% debt-based at June 30,
2010. Investment income, included in Other income (expense) in the accompanying Condensed
Consolidated Statements of Operations for the three and six months ended June 30, 2010 and 2009
consists of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
Gross realized gains from sale of trading securities |
|
$ |
|
|
|
$ |
2 |
|
|
$ |
10 |
|
|
$ |
2 |
|
Gross realized losses from sale of trading securities |
|
|
|
|
|
|
|
|
|
|
(5 |
) |
|
|
(21 |
) |
Dividend and interest income |
|
|
7 |
|
|
|
7 |
|
|
|
14 |
|
|
|
14 |
|
Net unrealized holding gains (losses) |
|
|
(252 |
) |
|
|
184 |
|
|
|
(141 |
) |
|
|
90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (losses) |
|
$ |
(245 |
) |
|
$ |
193 |
|
|
$ |
(122 |
) |
|
$ |
85 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note 7 Deferred Revenue
The components of deferred revenue consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
June 30, 2010 |
|
|
December 31, 2009 |
|
Future service |
|
$ |
23,615 |
|
|
$ |
25,027 |
|
Estimated potential penalties and holdbacks |
|
|
6,278 |
|
|
|
5,056 |
|
|
|
|
|
|
|
|
|
|
$ |
29,893 |
|
|
$ |
30,083 |
|
|
|
|
|
|
|
|
Note 8 Borrowings
Borrowings consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
June 30, 2010 |
|
|
December 31, 2009 |
|
Short-term loan due March 31, 2010 |
|
$ |
|
|
|
$ |
75,000 |
|
Term loan due in varying installments through February 1, 2013 |
|
|
52,500 |
|
|
|
|
|
Revolving credit facility matures on February 1, 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
52,500 |
|
|
|
75,000 |
|
Less current portion |
|
|
(12,500 |
) |
|
|
(75,000 |
) |
|
|
|
|
|
|
|
Total long-term debt |
|
$ |
40,000 |
|
|
$ |
|
|
|
|
|
|
|
|
|
As of June 30, 2010, future minimum payments of the Companys borrowings under the terms of
the agreement are as follows (in thousands):
|
|
|
|
|
Years Ending December 31, |
|
Amount |
|
|
2010 (remaining six months) |
|
$ |
5,000 |
|
2011 |
|
|
15,000 |
|
2012 |
|
|
20,000 |
|
2013 |
|
|
12,500 |
|
|
|
|
|
Total |
|
$ |
52,500 |
|
|
|
|
|
While the Term Loan is due in varying installments through February 2013, the Company paid
$50.0 million of the outstanding balance of the Term Loan in July 2010, earlier than the scheduled
maturity, and anticipates paying the remaining outstanding balance of $2.5 million plus accrued
interest on or before September 30, 2010.
On February 2, 2010, the Company entered into a new Credit Agreement (the New Credit Agreement)
with a group of lenders. The New Credit Agreement provides for a $75 million term loan (the Term
Loan) and a $75 million revolving credit facility, the amount which is subject to certain
borrowing limitations, and includes certain customary financial and restrictive covenants. The
Company drew down the full $75 million Term Loan on February 2, 2010 in connection with the
acquisition of ICT on such date. See Note 2 Acquisition of ICT for further information.
26
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note 8 Borrowings (continued)
The $75 million revolving credit facility provided under the New Credit Agreement replaces the
previous senior revolving credit facility under a credit agreement, dated March 30, 2009, which
agreement was terminated simultaneous with entering into the New Credit Agreement. The $75 million
revolving credit facility, which includes a $40 million multi-currency sub-facility, a $10 million
swingline sub-facility and a $5 million letter of credit sub-facility, may be used for general
corporate purposes including strategic acquisitions, share repurchases, working capital support,
and letters of credit, subject to certain limitations. The Company is not currently aware of any
inability of its lenders to provide access to the full commitment of funds that exist under the
revolving credit facility, if necessary. However, due to recent economic conditions and the
volatile business climate facing financial institutions, there can be no assurance that such
facility will be available to the Company, even though it is a binding commitment of the financial
institutions.
Borrowings under the New Credit Agreement bear interest at either LIBOR or the base rate plus, in
each case, an applicable margin based on the Companys leverage ratio. The applicable interest rate
is determined quarterly based on the Companys leverage ratio at such time. The base rate is a rate
per annum equal to the greatest of (i) the rate of interest established by the lender, from time to
time, as its prime rate; (ii) the Federal Funds effective rate in effect from time to time, plus
1/2 of 1% per annum; and (iii) the then-applicable LIBOR rate for one month interest periods, plus
1.00%. Swing Line Loans bear interest only at the base rate plus the base rate margin. In addition,
the Company is required to pay certain customary fees, including a commitment fee of up to 0.75%,
which is due quarterly in arrears and calculated on the average unused amount of the revolving
credit facility.
The Company paid an underwriting fee of $3.0 million for the New Credit Agreement, which is
deferred and amortized over the term of the loan. The related interest expense and amortization of
deferred loan fees on the New Credit Agreement of $1.0 million and $1.8 million are included in
Interest expense in the accompanying Condensed Consolidated Statement of Operations for the three
and six months ended June 30, 2010, respectively (none in the comparable period in 2009). The
$75.0 million Term Loan had weighted average interest rate of 3.88% and 3.94% for the three and six
months ended June 30, 2010, respectively.
The New Credit Agreement is guaranteed by all of the Companys existing and future direct and
indirect material U.S. subsidiaries and secured by a pledge of 100% of the non-voting and 65% of
the voting capital stock of all the direct foreign subsidiaries of the Company and those of the
guarantors.
In December, 2009, Sykes (Bermuda) Holdings Limited, a Bermuda exempted company (Sykes Bermuda)
which is an indirect wholly-owned subsidiary of the Company, entered into a credit agreement with
KeyBank (the Bermuda Credit Agreement). The Bermuda Credit Agreement provided for a $75 million
short-term loan to Sykes Bermuda with a maturity date of March 31, 2010. Sykes Bermuda drew down
the full $75 million on December 11, 2009, which is included in Short-term debt in the
accompanying Condensed Consolidated Balance Sheet as of December 31, 2009. The Bermuda Credit
Agreement required that Sykes Bermuda and its direct subsidiaries maintain cash and cash
equivalents of at least $80 million at all times, which amount is included in Restricted Cash in
the accompanying Condensed Consolidated Balance Sheet as of December 31, 2009. Interest is charged
on outstanding amounts, at the option of Sykes Bermuda, at either a Eurodollar Rate (as defined in
the Bermuda Credit Agreement) or a Base Rate (as defined in the Bermuda Credit Agreement) plus, in
each case, an applicable margin specified in the Bermuda Credit Agreement. The underwriting fee
paid of $0.8 million was deferred and amortized over the term of the loan. Sykes Bermuda repaid the
entire outstanding amount plus accrued interest on March 31, 2010. The related interest expense and
amortization of deferred loan fees of $1.4 million are included in Interest expense in the
accompanying Condensed Consolidated Statement of Operations for the six months ended June 30, 2010
(none in the three months ended June 30, 2010 or in the comparable periods in 2009).
Simultaneous with the execution and delivery of the Bermuda Credit Agreement, the Company entered
into a Guaranty of Payment agreement with KeyBank, pursuant to which the obligations of Sykes
Bermuda under the Bermuda Credit Agreement were guaranteed by the Company.
27
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note 8 Borrowings (continued)
Also, simultaneous with the execution and delivery of the Bermuda Credit Agreement, the Company,
KeyBank and the other lenders that are a party thereto entered into a First Amendment Agreement,
amending the credit agreement, dated March 30, 2009, between the Company, KeyBank and the other
lenders that are a party thereto. The First Amendment Agreement amended the terms of the credit
agreement to permit the loan to Sykes Bermuda and the Companys guaranty of that loan. As of
December 31, 2009, there were no outstanding balances and no borrowings in 2009 under the credit
agreement dated March 30, 2009. As previously mentioned, this credit agreement, dated March 30,
2009, was terminated on February 2, 2010 simultaneous with entering into the New Credit Agreement
and unamortized deferred loan fees of $0.2 million were written off during the three months ended
March 31, 2010. Interest expense for the three and six month ended June 30, 2009 include $0.1
million and $0.1 million related to this terminated credit agreement, respectively.
Note 9 Accumulated Other Comprehensive Income (Loss)
The Company presents data in the Condensed Consolidated Statements of Changes in Shareholders
Equity in accordance with ASC 220 (ASC 220) Comprehensive Income. ASC 220 establishes rules
for the reporting of comprehensive income (loss) and its components. The components of accumulated
other comprehensive income (loss) consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
Unrealized |
|
Unrealized |
|
Unrealized |
|
|
|
|
Foreign |
|
Gain (Loss) on |
|
Actuarial Gain |
|
Gain (Loss) on |
|
Gain (Loss) on |
|
|
|
|
Currency |
|
Net |
|
(Loss) Related |
|
Cash Flow |
|
Post |
|
|
|
|
Translation |
|
Investment |
|
to Pension |
|
Hedging |
|
Retirement |
|
|
|
|
Adjustment |
|
Hedge |
|
Liability |
|
Instruments |
|
Obligation |
|
Total |
|
|
|
Balance at January 1, 2009 |
|
$ |
(4,236 |
) |
|
$ |
|
|
|
$ |
1,387 |
|
|
$ |
(7,834 |
) |
|
$ |
|
|
|
$ |
(10,683 |
) |
Pre tax amount |
|
|
8,360 |
|
|
|
|
|
|
|
(279 |
) |
|
|
5,082 |
|
|
|
307 |
|
|
|
13,470 |
|
Tax (provision) benefit |
|
|
|
|
|
|
|
|
|
|
121 |
|
|
|
(4,255 |
) |
|
|
|
|
|
|
(4,134 |
) |
Reclassification to net income |
|
|
3 |
|
|
|
|
|
|
|
(63 |
) |
|
|
9,257 |
|
|
|
(31 |
) |
|
|
9,166 |
|
Foreign currency translation |
|
|
190 |
|
|
|
|
|
|
|
41 |
|
|
|
(231 |
) |
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2009 |
|
|
4,317 |
|
|
|
|
|
|
|
1,207 |
|
|
|
2,019 |
|
|
|
276 |
|
|
|
7,819 |
|
Pre tax amount |
|
|
(13,858 |
) |
|
|
1,432 |
|
|
|
|
|
|
|
(1,418 |
) |
|
|
132 |
|
|
|
(13,712 |
) |
Tax (provision) benefit |
|
|
|
|
|
|
(501 |
) |
|
|
|
|
|
|
475 |
|
|
|
|
|
|
|
(26 |
) |
Reclassification to net loss |
|
|
(12 |
) |
|
|
|
|
|
|
(25 |
) |
|
|
(1,946 |
) |
|
|
(13 |
) |
|
|
(1,996 |
) |
Foreign currency translation |
|
|
(38 |
) |
|
|
|
|
|
|
(5 |
) |
|
|
43 |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2010 |
|
$ |
(9,591 |
) |
|
$ |
931 |
|
|
$ |
1,177 |
|
|
$ |
(827 |
) |
|
$ |
395 |
|
|
$ |
(7,915 |
) |
|
|
|
Except as discussed in Note 10, earnings associated with the Companys investments in its
subsidiaries are considered to be permanently invested and no provision for income taxes on those
earnings or translation adjustments has been provided.
Note 10 Income Taxes
The Companys effective tax rate was 7.7% and 16.0% for the six months ended June 30, 2010, and
2009, respectively. The decrease in the effective tax rate was primarily due to tax benefits
recognized on current period losses related to ICT acquisition-related costs, the tax impacts of
exchange rate fluctuations, and the effects of valuation allowances for foreign tax
credits partially offset by a favorable settlement of a tax audit.
28
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note 10 Income Taxes (continued)
The differences in the Companys effective tax rate of 7.7%
as compared to the U.S. statutory federal income tax rate of 35.0% was primarily due to the tax impact related to the Companys
2009 decision to repatriate $85 million in foreign earnings, the recording of a
valuation allowance on foreign tax credits, losses in jurisdictions for which tax benefits either
can or cannot be recognized, foreign withholding and other taxes, and permanent differences. These
items were partially offset by the favorable settlement of a tax audit along with the recognition
of tax benefits resulting from income earned in certain tax holiday jurisdictions.
The liability for unrecognized tax benefits is recorded as Long-term income tax liabilities in
the accompanying Condensed Consolidated Balance Sheets. The Company has accrued $6.5 million at
June 30, 2010, and $3.8 million at December 31, 2009, excluding penalties and interest. The $2.7
million increase relates primarily to the balances assumed in the ICT acquisition, which amount is
provisional as discussed in Note 2, partially offset by the favorable settlement of a tax audit and
the expiration of certain statutes of limitations. If the Company recognized its remaining
unrecognized tax benefits at June 30, 2010, approximately $6.5 million, excluding related interest
and penalties, would favorably impact the effective tax rate. The Company believes it is reasonably
possible that its unrecognized tax benefits will decrease or be recognized in the next twelve
months by up to $2.2 million due to expiration of statutes of limitations, and audit or appeal
resolution in various tax jurisdictions.
Generally, earnings associated with the Companys investments in its subsidiaries are considered to
be permanently invested and provisions for income taxes on those earnings or translation
adjustments are not recorded. The U.S. Department of the Treasury released the General
Explanations of the Administrations Fiscal Year 2011 Revenue Proposals in February 2010. These
proposals represent a significant shift in international tax policy, which may materially impact
U.S. taxation of international earnings. The Company continues to monitor these proposals and is
currently evaluating their potential impact on its financial condition, results of operations, and
cash flows.
As of February 2, 2010, the date of the ICT acquisition, the Company determined that it intends to
distribute all of the accumulated and undistributed earnings of the ICT Philippine subsidiary and
its direct parent, ICT Group Netherlands B.V., to Sykes Enterprises, Incorporated, its ultimate
U.S. parent. Tax adjustments required to reflect this intent, which could be significant, cannot be
estimated until the Company completes its tax analysis of the assets acquired and liabilities
assumed in connection with the acquisition of ICT. The Company asserts its intention that all other
ICT past and current earnings are permanently reinvested in foreign business operations in
accordance with ASC 740-30. See Note 2 for further information.
The German tax authority is currently auditing tax periods 2005 through 2007. A Philippine
subsidiary is being audited by the Philippine tax authorities for tax year 2007. During the
quarter, the Company concluded the 2006 Philippine audit without a material adjustment. The
Companys India subsidiary is currently under examination in India for fiscal tax years 2004
through 2008. As of June 30, 2010, the Company believes it has adequately accrued for these
audits. In addition, the following audits are underway for several ICT acquired subsidiaries: the
Canadian tax authority is currently auditing the Canadian subsidiarys tax years 2003 through 2006
and the U.S. Internal Revenue Service is auditing the U.S. entities tax year 2007. During the
three months ended June 30, 2010, the Company and the Mexican tax authorities reached a favorable
settlement of the Mexican subsidiarys 2003 through 2006 tax audit. The tax accruals for the
ongoing audits as of June 30, 2010, reflect the balances as previously recorded by the ICT acquired
subsidiaries and may be adjusted to reflect their fair value as of February 2, 2010. See Note 2
for further information.
29
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note 11 Earnings Per Share
Basic earnings per share are based on the weighted average number of common shares outstanding
during the periods. Diluted earnings per share includes the weighted average number of common
shares outstanding during the respective periods and the further dilutive effect, if any, from
stock options, stock appreciation rights, restricted stock, common stock units and shares held in a
rabbi trust using the treasury stock method. For the three and six months ended June 30, 2010, the
impact of outstanding options to purchase shares of common stock and stock appreciation rights of
0.3 million shares and 0.1 million shares, respectively, and 0.2 million and 0.2 million for the
comparable 2009 periods were antidilutive and were excluded from the calculation of diluted
earnings per share.
The numbers of shares used in the earnings per share computations are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
Basic: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
46,601 |
|
|
|
40,654 |
|
|
|
45,604 |
|
|
|
40,632 |
|
Diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of stock options, stock appreciation
rights, restricted stock, common
stock units and
shares held in a rabbi trust |
|
|
47 |
|
|
|
299 |
|
|
|
108 |
|
|
|
367 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total weighted average diluted shares outstanding |
|
|
46,648 |
|
|
|
40,953 |
|
|
|
45,712 |
|
|
|
40,999 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On August 5, 2002, the Companys Board of Directors authorized the Company to repurchase up to
three million shares of its outstanding common stock. A total of 2.2 million shares have been
repurchased under this program since inception. The shares are repurchased, from time to time,
through open market purchases or in negotiated private transactions, and the purchases are based on
factors, including but not limited to, the stock price and general market conditions. During the
six months ended June 30, 2010, the Company repurchased 300 thousand common shares under the 2002
repurchase program at prices ranging from $16.92 to $17.60 per share for a total cost of $5.2
million. During the six months ended June 30, 2009, the Company repurchased 224 thousand common
shares under the 2002 repurchase program at prices ranging from $13.72 to $14.75 per share for a
total cost of $3.2 million.
Note 12 Segments and Geographic Information
The Company has two reportable segments, the Americas and EMEA which represented 82.2% and
17.8%, respectively, of the Companys consolidated revenues for the three months ended June 30,
2010 and 80.3% and 19.7%, respectively, of the Companys consolidated revenues for the six months
ended June 30, 2010. In the comparable 2009 periods, the Americas and the EMEA region represented
71.3% and 28.7%, respectively, of the Companys consolidated revenues for the three months ended
June 30, 2009, and 70.8% and 29.2%, respectively, of the Companys consolidated revenues for the
six months ended June 30, 2009. Each segment is comprised of aggregated regional operating
segments. The Company aligns its business into two segments to effectively manage the business and
support the customer care needs of every client and to respond to the demands of the Companys
global customers.
The reportable segments consist of (1) the Americas, which includes the United States, Canada,
Latin America, India and the Asia Pacific Rim, and provides outsourced customer contact management
solutions (with an emphasis on technical support and customer service) and technical staffing and
(2) EMEA, which includes Europe, the Middle East and Africa, and provides outsourced customer
contact management solutions (with an emphasis on technical support and customer service) and
fulfillment services. The sites within Latin America, India and the Asia Pacific Rim are included
in the Americas segment given the nature of the business and client profile, which is primarily
made up of U.S. based companies that are using the Companys services in these locations to support
their customer contact management needs.
30
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note 12 Segments and Geographic Information (continued)
Information about the Companys reportable segments for the three and six months ended June 30,
2010 compared to the corresponding prior year period, is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
Americas |
|
|
EMEA |
|
|
Other(1) |
|
|
Total |
|
|
|
|
Three Months Ended June 30, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
245,957 |
|
|
$ |
53,220 |
|
|
|
|
|
|
$ |
299,177 |
|
Depreciation and amortization |
|
$ |
13,936 |
|
|
$ |
1,317 |
|
|
|
|
|
|
$ |
15,253 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
$ |
24,603 |
|
|
$ |
(3,908 |
) |
|
$ |
(12,049 |
) |
|
$ |
8,646 |
|
Other expense, net |
|
|
|
|
|
|
|
|
|
|
(5,135 |
) |
|
|
(5,135 |
) |
(Provision) for income taxes |
|
|
|
|
|
|
|
|
|
|
(966 |
) |
|
|
(966 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,545 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets as of June 30, 2010 |
|
$ |
1,612,318 |
|
|
$ |
876,303 |
|
|
$ |
(1,655,375 |
) |
|
$ |
833,246 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
Americas |
|
|
EMEA |
|
|
Other(1) |
|
|
Total |
|
|
|
|
Three Months Ended June 30, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
148,935 |
|
|
$ |
59,904 |
|
|
|
|
|
|
$ |
208,839 |
|
Depreciation and amortization |
|
$ |
5,866 |
|
|
$ |
1,297 |
|
|
|
|
|
|
$ |
7,163 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
$ |
24,998 |
|
|
$ |
1,752 |
|
|
$ |
(9,699 |
) |
|
$ |
17,051 |
|
Other expense, net |
|
|
|
|
|
|
|
|
|
|
(1,446 |
) |
|
|
(1,446 |
) |
(Provision) for income taxes |
|
|
|
|
|
|
|
|
|
|
(1,257 |
) |
|
|
(1,257 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
14,348 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets as of June 30, 2009 |
|
$ |
651,550 |
|
|
$ |
944,618 |
|
|
$ |
(1,041,401 |
) |
|
$ |
554,767 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
Americas |
|
|
EMEA |
|
|
Other(1) |
|
|
Total |
|
|
|
|
Six Months Ended June 30, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
461,495 |
|
|
$ |
112,899 |
|
|
|
|
|
|
$ |
574,394 |
|
Depreciation and amortization |
|
$ |
25,379 |
|
|
$ |
2,636 |
|
|
|
|
|
|
$ |
28,015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
$ |
50,849 |
|
|
$ |
(4,614 |
) |
|
$ |
(43,746 |
) |
|
$ |
2,489 |
|
Other expense, net |
|
|
|
|
|
|
|
|
|
|
(8,958 |
) |
|
|
(8,958 |
) |
(Provision) for income taxes |
|
|
|
|
|
|
|
|
|
|
(499 |
) |
|
|
(499 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(6,968 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note
12 Segments and Geographic Information (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
Americas |
|
|
EMEA |
|
|
Other(1) |
|
|
Total |
|
|
|
|
Six Months Ended June 30, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
291,742 |
|
|
$ |
120,338 |
|
|
|
|
|
|
$ |
412,080 |
|
Depreciation and amortization |
|
$ |
11,464 |
|
|
$ |
2,474 |
|
|
|
|
|
|
$ |
13,938 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
$ |
48,376 |
|
|
$ |
6,411 |
|
|
$ |
(20,236 |
) |
|
$ |
34,551 |
|
Other income, net |
|
|
|
|
|
|
|
|
|
|
111 |
|
|
|
111 |
|
(Provision) for income taxes |
|
|
|
|
|
|
|
|
|
|
(5,544 |
) |
|
|
(5,544 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
29,118 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Other items (including intercompany
eliminations, corporate costs, other
income and expense, and income taxes) are
shown for purposes of reconciling to the
Companys consolidated totals as shown in
the table above for the three and six
months ended June 30, 2010 and 2009. The
accounting policies of the reportable
segments are the same as those described
in Note 1 to the consolidated financial
statements in the Annual Report on Form
10-K for the year ended December 31, 2009.
Inter-segment revenues are not material
to the Americas and EMEA segment results.
The Company evaluates the performance of
its geographic segments based on revenue
and income (loss) from operations, and
does not include segment assets or other
income and expense items for management
reporting purposes. |
Note
13 Stock-Based Compensation
A detailed description of each of the Companys stock-based compensation plans is provided below,
including the 2001 Equity Incentive Plan, the 2004 Non-Employee Director Fee Plan and the Deferred
Compensation Plan. Stock-based compensation expense related to these plans, which is included in
General and administrative costs in the accompanying Condensed Consolidated Statements of
Operations, was $1.1 million and $2.9 million for the three and six months ended June 30, 2010,
respectively, and $1.2 million and $2.8 million for the comparable 2009 periods, respectively. The
Company recognized income tax benefits related to the stock-based compensation of $0.4 million and
$1.1 million during the three and six months ended June 30, 2010 respectively, and $0.5 million and
$1.1 million for the comparable 2009 periods, respectively. The Company recognized a $0.4 million
benefit of tax deductions in excess of recognized tax benefits from the exercise of stock options
for the six months ended June 30, 2010 and $0.1 million for the six months ended June 30, 2009 (not
material in the three months ended June 30, 2010 and 2009). There were no capitalized stock-based
compensation costs at June 30, 2010 or December 31, 2009.
2001 Equity Incentive Plan The Companys 2001 Equity Incentive Plan (the
Plan), which is shareholder-approved, permits the grant of stock options, stock appreciation
rights, restricted stock and other stock-based awards to certain employees of the Company, and
certain non-employees who provide services to the Company, for up to
7.0 million shares of common stock, in order to encourage them to remain in the employment of or to
diligently provide services to the Company and to increase their interest in the Companys success.
Stock
Options Options are granted at fair market value on the date of the grant and generally
vest over one to four years. All options granted under the Plan expire if not exercised by the
tenth anniversary of their grant date. The fair value of each stock option award is estimated on
the date of grant using the Black-Scholes valuation model that uses various assumptions. The fair
value of the stock option awards is expensed on a straight-line basis over the vesting period of
the award. Expected volatility is based on historical volatility of the Companys stock. The
risk-free rate for periods within the contractual life of the award is based on the yield curve of
a zero-coupon U.S. Treasury bond on the date the award is granted with a maturity equal to the
expected term of the award. Exercises and forfeitures are estimated within the valuation model
using employee termination and other historical data. The expected term of the stock option awards
granted is derived from historical exercise experience under the Plan and represents the period of
time that stock option awards granted are expected to be outstanding. No stock options were granted
during the six months ended June 30, 2010 and 2009.
32
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note
13 Stock-Based Compensation (continued)
Stock
Options (continued)
The following table summarizes stock option activity under the Plan as of June 30, 2010, and
changes during the six months then ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Weighted - |
|
|
|
Remaining |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Contractual |
|
|
Aggregate |
|
|
|
|
|
|
Exercise |
|
|
Term |
|
|
Intrinsic |
|
Stock Options |
|
Shares (000s) |
|
|
Price |
|
|
(in years) |
|
|
Value (000s) |
|
|
Outstanding at January 1, 2010 |
|
|
49 |
|
|
$ |
8.05 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(1 |
) |
|
|
19.01 |
|
|
|
|
|
|
|
|
|
Forfeited or expired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2010 |
|
|
48 |
|
|
$ |
8.14 |
|
|
|
1.6 |
|
|
$ |
579 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested or expected to vest at June 30, 2010 |
|
|
48 |
|
|
$ |
8.14 |
|
|
|
1.6 |
|
|
$ |
579 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at June 30, 2010 |
|
|
48 |
|
|
$ |
8.14 |
|
|
|
1.6 |
|
|
$ |
579 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The intrinsic value of options exercised during the three and six months ended June 30, 2010
was not material. Options exercised in the comparable periods of 2009 had an intrinsic value of
$0.2 million and $0.2 million, respectively. All options were fully vested as of December 31,
2006 and there is no unrecognized compensation cost as of June 30, 2010 related to these options
granted under the Plan (the effect of estimated forfeitures is not material).
Cash received from stock options exercised under this Plan for the six months ended June 30, 2009,
was $0.1 million (not material in the comparable 2010 period).
Stock
Appreciation Rights The Companys Board of Directors, at the recommendation of the
Compensation and Human Resource Development Committee (the Committee), approves awards of
stock-settled stock appreciation rights (SARs) for eligible participants. SARs represent the
right to receive, without payment to the Company, a certain number of shares of common stock, as
determined by the Committee, equal to the amount by which the fair market value of a share of
common stock at the time of exercise exceeds the grant price.
The SARs are granted at fair market value of the Companys common stock on the date of the grant
and vest one-third on each of the first three anniversaries of the date of grant, provided the
participant is employed by the Company on such date. The SARs have a term of 10 years from the date
of grant. In the event of a change in control, the SARs will vest on the date of the change in
control, provided that the participant is employed by the Company on the date of the change in
control.
The SARs are exercisable within three months after the death, disability, retirement or termination
of the participants employment with the Company, if and to the extent the SARs were exercisable
immediately prior to such termination. If the participants employment is terminated for cause, or
the participant terminates his or her own employment with the Company, any portion of the SARs not
yet exercised (whether or not vested) terminates immediately on the date of termination of
employment.
33
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note
13 Stock-Based Compensation (continued)
Stock
Appreciation Rights (continued)
The fair value of each SAR is estimated on the date of grant using the Black-Scholes valuation
model that uses various assumptions. The fair value of the SARs is expensed on a straight-line
basis over the requisite service period. Expected volatility is based on historical volatility of
the Companys stock. The risk-free rate for periods within the contractual life of the award is
based on the yield curve of a zero-coupon U.S. Treasury bond on the date the award is granted with
a maturity equal to the expected term of the award. Exercises and forfeitures are estimated within
the valuation model using employee termination and other historical data. The expected term of the
SARs granted represents the period of time the SARs are expected to be outstanding.
The following table summarizes the assumptions used to estimate the fair value of SARs granted
during the six months ended June 30, 2010 and 2009:
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
June 30, |
|
|
2010 |
|
2009 |
Expected volatility |
|
|
45 |
% |
|
|
47 |
% |
Weighted-average volativity |
|
|
45 |
% |
|
|
47 |
% |
Expected dividends |
|
|
|
|
|
|
|
|
Expected term (in years) |
|
|
4.4 |
|
|
|
4.0 |
|
Risk-free rate |
|
|
2.4 |
% |
|
|
1.3 |
% |
The following table summarizes SARs activity under the Plan as of June 30, 2010, and changes
during the six months then ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
Remaining |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Contractual |
|
|
Aggregate |
|
|
|
|
|
|
|
Exercise |
|
|
Term |
|
|
Intrinsic |
|
Stock Appreciation Rights |
|
Shares (000s) |
|
|
Price |
|
|
(in years) |
|
|
Value (000s) |
|
|
Outstanding at January 1, 2010 |
|
|
421 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
130 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(109 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited or expired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2010 |
|
|
442 |
|
|
$ |
|
|
|
|
8.5 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested or expected to vest at June 30, 2010 |
|
|
442 |
|
|
$ |
|
|
|
|
8.5 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at June 30, 2010 |
|
|
150 |
|
|
$ |
|
|
|
|
7.5 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted-average grant-date fair value of the SARs granted during the six months ended
June 30, 2010 and 2009 was $10.21 and $7.42, respectively. Total intrinsic value of SARs exercised
during the six months ended June 30, 2010 was $0.6 million (none in the comparable 2009 period).
34
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note
13 Stock-Based Compensation (continued)
Stock
Appreciation Rights (continued)
The following table summarizes the status of nonvested SARs under the Plan as of June 30, 2010, and
changes during the six months then ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
Average |
|
|
|
Shares (In |
|
|
Grant-Date |
|
Nonvested Stock Appreciation Rights |
|
thousands) |
|
|
Fair Value |
|
|
Nonvested at January 1, 2010 |
|
|
306 |
|
|
$ |
7.40 |
|
Granted |
|
|
130 |
|
|
$ |
10.21 |
|
Vested |
|
|
(143 |
) |
|
$ |
7.44 |
|
Forfeited or expired |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
Nonvested at June 30, 2010 |
|
|
293 |
|
|
$ |
8.63 |
|
|
|
|
|
|
|
|
|
As of June 30, 2010, there was $2.0 million of total unrecognized compensation cost, net of
estimated forfeitures, related to nonvested stock appreciation rights granted under the Plan. This
cost is expected to be recognized over a weighted-average period of 2.2 years. SARs that vested
during the six months ended June 30, 2010 had a fair value of $0.6 million (none in the comparable
2009 period).
Restricted
Shares The Companys Board of Directors, at the recommendation of the Committee,
approves awards of performance and employment-based restricted shares (Restricted Shares) for
eligible participants. In some instances, where the issuance of Restricted Shares has adverse tax
consequences to the recipient, the Board will instead issue restricted stock units (RSUs). The
Restricted Shares are shares of the Companys common stock (or in the case of RSUs, represent an
equivalent number of shares of the Companys common stock) which are issued to the participant
subject to (a) restrictions on transfer for a period of time and (b) forfeiture under certain
conditions. The performance goals, including revenue growth and income from operations targets,
provide a range of vesting possibilities from 0% to 100% and will be measured at the end of the
performance period. If the performance conditions are met for the performance period, the shares
will vest and all restrictions on the transfer of the Restricted Shares will lapse (or in the case
of RSUs, an equivalent number of shares of the Companys common stock will be issued to the
recipient). The Company recognizes compensation cost, net of estimated forfeitures based on the
fair value (which approximates the current market price) of the Restricted Shares (and RSUs) on the
date of grant ratably over the requisite service period based on the probability of achieving the
performance goals.
Changes in the probability of achieving the performance goals from period to period will result in
corresponding changes in compensation expense. The employment-based restricted shares vest
one-third on each of the first three anniversaries of the date of grant, provided the participant
is employed by the Company on such date. In the event of a change in control (as defined in the
Plan) prior to the date the Restricted Shares vest, all of the Restricted Shares will vest and the
restrictions on transfer will lapse with respect to such vested shares on the date of the change in
control, provided that participant is employed by the Company on the date of the change in control.
If the participants employment with the Company is terminated for any reason, either by the
Company or participant, prior to the date on which the Restricted Shares have vested and the
restrictions have lapsed with respect to such vested shares, any Restricted Shares remaining
subject to the restrictions (together with any dividends paid thereon) will be forfeited, unless
there has been a change in control prior to such date.
The weighted-average grant-date fair value of the Restricted Shares/Units granted during the six
months ended June 30, 2010 and 2009 was $23.88 and $19.69, respectively.
35
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note
13 Stock-Based Compensation (continued)
Restricted
Shares (continued)
The following table summarizes the status of nonvested Restricted Shares/Units under the Plan as of
June 30, 2010, and changes during the six months then ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
Average |
|
|
|
Shares (In |
|
|
Grant-Date |
|
Nonvested Restricted Shares / Units |
|
thousands) |
|
|
Fair Value |
|
|
Nonvested at January 1, 2010 |
|
|
581 |
|
|
$ |
18.36 |
|
Granted |
|
|
184 |
|
|
$ |
23.88 |
|
Vested |
|
|
(183 |
) |
|
$ |
17.69 |
|
Forfeited or expired |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
Nonvested at June 30, 2010 |
|
|
582 |
|
|
$ |
20.32 |
|
|
|
|
|
|
|
|
|
As of June 30, 2010, based on the probability of achieving the performance goals, there was
$8.5 million of total unrecognized compensation cost, net of estimated forfeitures, related to
nonvested Restricted Shares/Units granted under the Plan. This cost is expected to be recognized
over a weighted-average period of 2.2 years. The Restricted Shares / Units that vested during the
six months ended June 30, 2010 and 2009 had a fair value of $4.3 million and $3.2 million,
respectively, as of the vesting date.
Other
Awards The Companys Board of Directors, at the recommendation of the Committee, approves
awards of Common Stock Units (CSUs) for eligible participants. A CSU is a bookkeeping entry on
the Companys books that records the equivalent of one share of common stock. If the performance
goals described under Restricted Shares in this Note 13 are met, performance-based CSUs will vest
on the third anniversary of the grant date. The Company recognizes compensation cost, net of
estimated forfeitures, based on the fair value (which approximates the current market price) of the
CSUs on the date of grant ratably over the requisite service period based on the probability of
achieving the performance goals. Changes in the probability of achieving the performance goals from
period to period will result in corresponding changes in compensation expense. The employment-based
CSUs vest one-third on each of the first three anniversaries of the date of grant, provided the
participant is employed by the Company on such date. On the date each CSU vests, the participant
will become entitled to receive a share of the Companys common stock and the CSU will be canceled.
The following table summarizes CSUs activity under the Plan as of June 30, 2010, and changes during
the six months then ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
Average |
|
|
|
Shares (In |
|
|
Grant-Date |
|
Nonvested Common Stock Units |
|
thousands) |
|
|
Fair Value |
|
|
Nonvested at January 1, 2010 |
|
|
68 |
|
|
$ |
18.37 |
|
Granted |
|
|
22 |
|
|
$ |
23.88 |
|
Vested |
|
|
(24 |
) |
|
$ |
17.70 |
|
Forfeited or expired |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
Nonvested at June 30, 2010 |
|
|
66 |
|
|
$ |
20.46 |
|
|
|
|
|
|
|
|
|
36
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note
13 Stock-Based Compensation (continued)
Other
Awards (continued)
As of June 30, 2010, there was $0.6 million of total unrecognized compensation costs, net of
estimated forfeitures, related to nonvested CSUs granted under the Plan. This cost is expected to
be recognized over a weighted-average period of 2.1 years. The fair value of the CSUs that vested
during the six months ended June 30, 2010 and 2009 was $0.6 million and $0.4 million, respectively,
as of the vesting date. Until a CSU vests, the participant has none of the rights of a shareholder
with respect to the CSU or the common stock underlying the CSU. CSUs are not transferable.
2004 Non-Employee Director Fee Plan The Companys 2004 Non-Employee Director Fee Plan
(the 2004 Fee Plan), which is shareholder-approved, replaced and superseded the 1996 Non-Employee
Director Fee Plan (the 1996 Fee Plan) and was used in lieu of the 2004 Nonemployee Director Stock
Option Plan (the 2004 Stock Option Plan). Prior to amendments adopted by the Board of Directors
in August 2008 which are described below, the 2004 Fee Plan provided that all new non-employee
directors joining the Board would receive an initial grant of common stock units (CSUs) on the
date the new director is appointed or elected, the number of which will be determined by dividing a
dollar amount to be determined from time to time by the Board ($30,000 in 2008) by an amount equal
to 110% of the average closing prices of the Companys common stock for the five trading days prior
to the date the director is elected. A CSU is a bookkeeping entry on the Companys books that
records the equivalent of one share of common stock. Prior to amendments to the 2004 Fee Plan
adopted by the Board of Directors in March 2008 which are described below, the initial grant of
CSUs vested in three equal installments, one-third on the date of each of the following three
annual shareholders meetings, and all unvested and unearned CSUs automatically vested upon the
termination of a directors service as a director, whether by reason of death, retirement,
resignation, removal or failure to be reelected at the end of his or her term.
In March 2008, the 2004 Fee Plan was amended by the Board, upon the recommendation of the
Compensation and Human Resource Development Committee, to provide that, beginning with grants in
2008, instead of an award of CSUs, a new non-employee director would receive an award of shares of
common stock. The initial grant of stock to directors joining the Board would vest and be earned
in twelve equal quarterly installments over the following three years, and all unvested and
unearned stock will lapse in the event the person ceases to serve as a director of the Company.
Until a quarterly installment of stock vests and becomes payable, the director has none of the
rights of a shareholder with respect to the unearned stock grants. In August 2008, upon the
recommendation of the Compensation and Human Resource Development Committee, the Board of
Directors amended the 2004 Fee Plan to provide that the initial grant of shares to directors
joining the Board will be the number determined by dividing $60,000 by an amount equal to the
closing price of the Companys common stock on the day preceding the new directors election. The
increase in the amount of the share award was approved by the shareholders at the 2009 Annual
Shareholders Meeting.
The 2004 Fee Plan also provides that each non-employee director will receive, on the day after the
annual shareholders meeting, an annual retainer for service as a non-employee director, the amount
of which shall be determined from time to time by the Board. Prior to the August 2008
amendments to the 2004 Fee Plan, the annual retainer was $50,000, which was paid 75% in CSUs
($37,500) and 25% in cash ($12,500). The number of CSUs to be granted was determined by dividing
the amount of the annual retainer by an amount equal to 105% of the average of the closing prices
for the Companys common stock on the five trading days preceding the award date (the day after
the annual meeting). Prior to the March 2008 amendments to the 2004 Fee Plan, the annual retainer
grant of CSUs vested in two equal installments, one-half on the date of each of the following two
annual shareholders meetings, and all CSUs automatically vested upon the termination of a
directors service as a director, whether by reason of death, retirement, resignation, removal or
failure to be reelected at the end of his or her term.
37
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note
13 Stock-Based Compensation (continued)
2004 Non-Employee Director Fee Plan (continued)
As part of the amendments to the 2004 Fee Plan in March 2008, the 2004 Fee Plan was amended to
provide that, beginning with grants in 2008, the annual retainer grants of stock to directors would
vest and be earned in eight equal quarterly installments, with the first installment being made on
the day following the annual meeting of shareholders, and the remaining seven installments to be
made on each third monthly anniversary of such date thereafter. In the event a person ceases to
serve as a director of the Company, the award lapses with respect to all unvested stock, and such
unvested stock is forfeited.
In August 2008, as part of the amendments to the 2004 Fee Plan, the 2004 Fee Plan was amended to
increase the amount and alter the form of the annual retainer award. The equity portion of the
award is now payable in shares of common stock, rather than CSUs, and the number of shares to be
issued is now determined by dividing the dollar amount of the annual retainer to be paid in shares
by an amount equal to the closing price of a share of the Companys common stock on the date of the
Companys annual meeting of shareholders. Effective retroactively to May 2008, the cash portion of
the annual retainer was increased from $12,500 to $32,500, and as approved by the shareholders at
the 2009 Annual Shareholders Meeting, the equity portion of the annual retainer award was increased
from $37,500 to $45,000. This resulted in the annual retainer award being set at $77,500,
effective as of May 22, 2008. In addition to the annual retainer award, the 2004 Fee Plan also
provides for additional annual cash awards to non-employee directors who serve on board committees.
These annual cash awards for committee members also were increased in August 2008, effective
retroactively to May 2008. The additional annual cash award for the Chairperson of the Audit
Committee was increased from $10,000 to $20,000, and Audit Committee members awards were increased
from a per meeting fee of $1,250 to an annual fee award of $10,000. The annual cash awards for the
Chairpersons of the Compensation and Human Resource Development Committee, Finance Committee and
Nominating and Corporate Governance Committee were each increased from $5,000 to $12,500, and the
awards for members of such committees were increased from a per meeting fee of $1,250 to an annual
award of $7,500. The additional annual cash award in the amount of $100,000 for a non-employee
Chairman of the Board was not changed. These additional cash awards also vest in eight equal
quarterly installments, one-eighth on the day following the annual meeting of shareholders, and one
eighth on each third monthly anniversary of such date thereafter, and the award lapses with respect
to all unpaid cash in the event the non-employee director ceases to be a director of the Company,
and such unvested cash is forfeited.
The following table summarizes the status of the nonvested CSUs and share awards under the 2004 Fee
Plan as of June 30, 2010, and changes during the six months then ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
Average |
|
|
|
Shares (In |
|
|
Grant-Date |
|
Nonvested Common Stock Units / Share Awards |
|
thousands) |
|
|
Fair Value |
|
|
Nonvested at January 1, 2010 |
|
|
33 |
|
|
$ |
16.98 |
|
Granted |
|
|
23 |
|
|
$ |
19.11 |
|
Vested |
|
|
(25 |
) |
|
$ |
17.30 |
|
Forfeited or expired |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
Nonvested at June 30, 2010 |
|
|
31 |
|
|
$ |
18.34 |
|
|
|
|
|
|
|
|
|
38
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note
13 Stock-Based Compensation (continued)
2004 Non-Employee Director Fee Plan (continued)
CSUs and share awards that vested during the six months ended June 30, 2010 and 2009 had a fair
value of $0.3 million and $0.2 million as of the vesting date, respectively.
Compensation expense for CSUs granted after the adoption of ASC 718 on January 1, 2006 and before
the 2004 Fee Plan amendment in March 2008 (as previously discussed), was recognized immediately on
the date of grant since these grants automatically vested upon termination of a Directors service,
whether by death, retirement, resignation, removal or failure to be reelected at the end of his or
her term. However, compensation expense for CSUs granted before adoption of ASC 718 was recognized
over the requisite service period, or nominal vesting period of two to three years using the
intrinsic value method. As of June 30, 2010, there was no unrecognized compensation cost, net of
estimated forfeitures, which relates to nonvested CSUs granted under the 2004 Fee Plan before
adoption of ASC 718. As of June 30, 2010, there was $0.5 million of total unrecognized
compensation cost, net of estimated forfeitures, related to nonvested CSUs and share awards granted
since March 2008 under the Plan. This cost is expected to be recognized over a weighted-average
period of 1.4 years.
Deferred Compensation Plan The Companys non-qualified Deferred Compensation Plan
(the Deferred Compensation Plan), which is not shareholder-approved, was adopted by the Board of
Directors effective December 17, 1998 and amended on March 29, 2006 and May 23, 2006. It provides
certain eligible employees the ability to defer any portion of their compensation until the
participants retirement, termination, disability or death, or a change in control of the Company.
Using the Companys common stock, the Company matches 50% of the amounts deferred by certain senior
management participants on a quarterly basis up to a total of $12,000 per year for the president
and senior vice presidents and $7,500 per year for vice presidents (participants below the level of
vice president are not eligible to receive matching contributions from the Company). Matching
contributions and the associated earnings vest over a seven year service period. Deferred
compensation amounts used to pay benefits, which are held in a rabbi trust, include investments in
various mutual funds and shares of the Companys common stock (See Note 6, Investments Held in
Rabbi Trusts). As of June 30, 2010 and December 31, 2009, liabilities of $2.7 million and $2.4
million, respectively, of the Deferred Compensation Plan were recorded in Accrued employee
compensation and benefits in the accompanying Condensed Consolidated Balance Sheets.
Additionally, the Companys common stock match associated with the Deferred Compensation Plan, with
a carrying value of approximately $0.9 million and $0.8 million as of June 30, 2010 and December
31, 2009, respectively, is included in Treasury stock in the accompanying Condensed Consolidated
Balance Sheets.
The weighted-average grant-date fair value of common stock awarded during the six months ended June
30, 2010 and 2009 was $20.28 and $16.91, respectively.
The following table summarizes the status of the nonvested common stock issued under the Deferred
Compensation Plan as of June 30, 2010, and changes during the six months then ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
Average |
|
|
|
Shares (In |
|
|
Grant-Date |
|
Nonvested Common Stock |
|
thousands) |
|
|
Fair Value |
|
|
Nonvested at January 1, 2010 |
|
|
6 |
|
|
$ |
17.76 |
|
Granted |
|
|
7 |
|
|
$ |
20.28 |
|
Vested |
|
|
(6 |
) |
|
$ |
19.15 |
|
Forfeited or expired |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
Nonvested at June 30, 2010 |
|
|
7 |
|
|
$ |
18.38 |
|
|
|
|
|
|
|
|
|
39
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note
13 Stock-Based Compensation (continued)
Deferred Compensation Plan (continued)
As of June 30, 2010, there was $0.1 million of total unrecognized compensation cost, net of
estimated forfeitures, related to nonvested common stock granted under the Deferred Compensation
Plan. This cost is expected to be recognized over a weighted-average period of 4.0 years. The total
fair value of the common stock vested during the six months ended June 30, 2010 and 2009 was $0.1
million and $0.1 million, respectively.
There were no cash settlements related to the Companys obligation under the Deferred
Compensation Plan for the six months ended June 30, 2010 and 2009.
Note
14 Defined Benefit Pension Plan and Post-Retirement Benefits
Defined Benefit Pension Plan
The Company sponsors a non-contributory defined benefit pension plan (the Pension Plan) for its
covered employees in the Philippines. The Pension Plan provides defined benefits based on years of
service and final salary. All permanent employees meeting the minimum service requirement are
eligible to participate in the Pension Plan. As of June 30, 2010, the Pension Plan is unfunded. The
Company does not expect to make cash contributions to its Pension Plan during 2010.
The following table provides information about net periodic benefit cost for the Pension Plan for
the three and six months ended June 30, 2010 and 2009 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
Service cost |
|
$ |
25 |
|
|
$ |
|
|
|
$ |
35 |
|
|
$ |
80 |
|
Interest Costs |
|
$ |
24 |
|
|
|
|
|
|
$ |
33 |
|
|
|
46 |
|
Recognized actuarial gain |
|
$ |
(18 |
) |
|
|
(30 |
) |
|
$ |
(26 |
) |
|
|
(30 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit costs |
|
$ |
31 |
|
|
$ |
(30 |
) |
|
$ |
42 |
|
|
$ |
96 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Post-Retirement Benefits
In 1996, the Company entered into a split dollar life insurance arrangement to benefit the former
Chairman and Chief Executive Officer of the Company. Under the terms of the arrangement, the
Company retained a collateral interest in the policy to the extent of the premiums paid by the
Company. Effective January 1, 2008, the Company recorded a $0.5 million liability for a
post-retirement benefit obligation related to this arrangement, which was accounted for as a
reduction to the January 1, 2008 balance of retained earnings in accordance with ASC 715-60. The
post-retirement benefit obligation of $0.2 million and $0.3 million was included in Other
long-term liabilities as of June 30, 2010 and December 31, 2009, respectively, in the accompanying
Condensed Consolidated Balance Sheets. The Company has an unrealized gain of $0.4 million and $0.3
million as of June 30, 2010 and December 31, 2009, respectively, due to the change in discount
rates related to the post retirement obligation, which was recorded in AOCI in the accompanying
Condensed Consolidated Balance Sheets.
In connection with the acquisition of ICT in February 2010, the Company assumed ICTs defined
benefit obligations and related plan assets for the qualified pension plan. Under the ICT trusteed
profit sharing plan (Section 401(k)) for all qualified employees, as defined, the Company matches
50% of employee contributions, up to a maximum of 6% of the employees compensation; however, it
may also make additional contributions to the plan based upon profit levels and other factors. No
such additional contributions were made during the six months ended June 30, 2010. Employees are
fully vested in their contributions, while full vesting in the Companys contributions occurs upon
death, disability, retirement or completion of five years of service.
40
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note
15 Commitments and Loss Contingency
During the three months ended June 30, 2010, the Company entered into an amended lease agreement
for the Sykes corporate headquarters located in Tampa, Florida. The lease is for an additional
non-cancelable six-year period with one five-year renewal option. The following is a schedule of
the future minimum lease payments under this lease agreement (in thousands):
|
|
|
|
|
|
|
Total Amount |
|
|
2010 (remaining six months) |
|
$ |
139 |
|
2011 |
|
|
1,017 |
|
2012 |
|
|
1,193 |
|
2013 |
|
|
1,229 |
|
2014 |
|
|
1,266 |
|
2015 |
|
|
1,304 |
|
2016 and thereafter |
|
|
667 |
|
|
|
|
|
Total minimum payments required |
|
$ |
6,815 |
|
|
|
|
|
In connection with the acquisition of ICT in February 2010, the Company assumed leases of
equipment and buildings under operating leases having original terms ranging from one to fifteen
years, some with options to cancel at varying points during the lease. The building leases contain
up to two five-year renewal options. Rental expense under these operating leases for the three and
six months ended June 30, 2010 (since February 2, 2010, the acquisition date of ICT) were $5.9
million and $9.7 million, respectively. The following is a schedule of future minimum rental
payments under ICTs operating leases having a remaining non-cancelable term in excess of one year
subsequent to June 30, 2010 (in thousands):
|
|
|
|
|
|
|
Total Amount |
|
|
2010 (remaining six months) |
|
$ |
10,500 |
|
2011 |
|
|
18,400 |
|
2012 |
|
|
11,600 |
|
2013 |
|
|
6,700 |
|
2014 |
|
|
4,500 |
|
2015 |
|
|
3,100 |
|
2016 and thereafter |
|
|
3,300 |
|
|
|
|
|
Total minimum payments required |
|
$ |
58,100 |
|
|
|
|
|
The Company also assumed agreements that ICT had with third-party vendors in the ordinary
course of business to purchase goods and services used in its normal operations. These agreements,
which are not cancelable without penalty, generally range from one to three year periods and
contain fixed or minimum annual commitments. Certain of these agreements allow for renegotiation of
the minimum annual commitments based on certain conditions. The following is a schedule of future
minimum purchases remaining under the ICT agreements as of June 30, 2010 (in thousands):
|
|
|
|
|
|
|
Total Amount |
|
|
2010 (remaining six months) |
|
$ |
2,600 |
|
2011 |
|
|
5,000 |
|
2012 |
|
|
2,900 |
|
|
|
|
|
Total minimum payments required |
|
$ |
10,500 |
|
|
|
|
|
41
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six months ended June 30, 2010 and 2009
(Unaudited)
Note
15 Commitments and Loss Contingency (continued)
Except for the contractual obligations mentioned above and the borrowings discussed in Note 8,
there has not been any material change to the Companys outstanding contractual obligations from
the disclosure in the Companys Annual Report on Form 10-K for the year ended December 31, 2009.
The Company has previously disclosed regulatory sanctions assessed against our Spanish subsidiary
relating to the alleged inappropriate acquisition of personal information in connection with two
outbound client contracts. In order to appeal these claims, the Company issued a bank guarantee of
$0.9 million. During 2008, $0.4 million of the bank guarantee was returned to the Company. The
remaining balance of the bank guarantee of $0.5 million is included as restricted cash in Deferred
charges and other assets in the accompanying Condensed Consolidated Balance Sheets as of June 30,
2010 and December 31, 2009. The Company will continue to vigorously defend these matters. However,
due to further progression of several of these claims within the Spanish court system, and based
upon opinion of legal counsel regarding the likely outcome of several of the matters before the
courts, the Company accrued a liability in the amount of $1.3 million as of June 30, 2010 and
December 31, 2009 under ASC 450 Contingencies, because management now believes that a loss is
probable and the amount of the loss can be reasonably estimated as to three of the subject claims.
There is currently one other related claim which is under appeal, but the Company has not accrued
any amounts related to that claim because management does not currently believe a loss is probable,
and it is not currently possible to reasonably estimate the amount of any loss related to that
claim.
Note
16 Related Party Transactions
The Company paid John H. Sykes, the Companys founder, former Chairman and Chief Executive Officer
and current major shareholder of the Company and the father of Charles Sykes, President and Chief
Executive Officer of the Company, less than $0.1 million for the use of his private jet during the
three and six months ended June 30, 2010, which is based on two times fuel costs and other actual
costs incurred for each trip (none in the comparable 2009 period).
The Company paid John H. Sykes $0.1 million, which represents the cost for the purchase of his
share of the refundable deposit on a sports stadium suite, during the three and six months ended
June 30, 2010 (none in the comparable 2009 period).
In January 2008, the Company entered into a lease for a customer contact management center located
in Kingstree, South Carolina. The Landlord, Kingstree Office One, LLC, is an entity controlled by
John H. Sykes. The lease payments on the 20 year lease were negotiated at or below market rates,
and the lease is cancellable at the option of the Company. There are significant penalties for
early cancellation which decrease over time. The Company paid $0.1 million and $0.2 million during
the three and six months ended June 30, 2010 and $0.1 million and $0.2 million during the three and
six months ended June 30, 2009, respectively, under the terms of the lease.
42
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Sykes Enterprises, Incorporated
400 North Ashley Drive
Tampa, FL 33602
We have reviewed the accompanying condensed consolidated balance sheet of Sykes Enterprises,
Incorporated and subsidiaries (the Company) as of June 30, 2010, and the related condensed
consolidated statements of operations for the three-month and six-month periods ended June 30, 2010
and 2009, of changes in shareholders equity for the six-month periods ended June 30, 2010 and 2009
and the six-month period ended December 31, 2009, and of cash flows for the six-month periods ended
June 30, 2010 and 2009. These interim financial statements are the responsibility of the Companys
management.
We conducted our reviews in accordance with the standards of the Public Company Accounting
Oversight Board (United States). A review of interim financial information consists principally of
applying analytical procedures and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in accordance with
the standards of the Public Company Accounting Oversight Board (United States), the objective of
which is the expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should be made to such
condensed consolidated interim financial statements for them to be in conformity with accounting
principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated balance sheet of the Company as of December 31,
2009, and the related consolidated statements of operations, changes in shareholders equity, and
cash flows for the year then ended (not presented herein); and in our report dated March 1, 2010,
we expressed an unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying condensed consolidated balance sheet as of December
31, 2009 is fairly stated, in all material respects, in relation to the consolidated balance sheet
from which it has been derived.
/s/ Deloitte & Touche LLP
Certified Public Accountants
Tampa, Florida
August 4, 2010
43
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended June 30, 2010
Item 2
Managements Discussion and Analysis of Financial Condition and Results of Operations
This discussion should be read in conjunction with the condensed consolidated financial statements
and notes included elsewhere in this report and the consolidated financial statements and notes in
the Sykes Enterprises, Incorporated (Sykes, our, we or us) Annual Report on Form 10-K for
the year ended December 31, 2009, as filed with the Securities and Exchange Commission (SEC).
Our discussion and analysis may contain forward-looking statements (within the meaning of the
Private Securities Litigation Reform Act of 1995) that are based on current expectations,
estimates, forecasts, and projections about Sykes, our beliefs, and assumptions made by us. In
addition, we may make other written or oral statements, which constitute forward-looking
statements, from time to time. Words such as believe, estimate, project, expect, intend,
may, anticipate, plan, seek, variations of such words, and similar expressions
are intended to identify such forward-looking statements. Similarly, statements that describe our
future plans, objectives, or goals also are forward-looking statements. These statements are not
guarantees of future performance and are subject to a number of risks and uncertainties, including
those discussed below and elsewhere in this report. Our actual results may differ materially from
what is expressed or forecasted in such forward-looking statements, and undue reliance should not
be placed on such statements. All forward-looking statements are made as of the date hereof, and we
undertake no obligation to update any such forward-looking statements, whether as a result of new
information, future events or otherwise.
Factors that could cause actual results to differ materially from what is expressed or forecasted
in such forward-looking statements include, but are not limited to: (i) the impact of economic
recessions in the U.S. and other parts of the world, (ii) fluctuations in global business
conditions and the global economy, (iii) currency fluctuations, (iv) the timing of significant
orders for our products and services, (v) variations in the terms and the elements of services
offered under our standardized contract including those for future bundled service offerings, (vi)
changes in applicable accounting principles or interpretations of such principles, (vii)
difficulties or delays in implementing our bundled service offerings, (viii) failure to achieve
sales, marketing and other objectives, (ix) construction delays of new or expansion of existing
customer contact management centers, (x) delays in our ability to develop new products and services
and market acceptance of new products and services, (xi) rapid technological change, (xii) loss or
addition of significant clients, (xiii) political and country-specific risks inherent in conducting
business abroad, (xiv) our ability to attract and retain key management personnel, (xv) our ability
to continue the growth of our support service revenues through additional technical and customer
contact management centers, (xvi) our ability to further penetrate into vertically integrated
markets, (xvii) our ability to expand our global presence through strategic alliances and selective
acquisitions, (xviii) our ability to continue to establish a competitive advantage through
sophisticated technological capabilities, (xix) the ultimate outcome of any lawsuits, (xx) our
ability to recognize deferred revenue through delivery of products or satisfactory performance of
services, (xxi) our dependence on trend toward outsourcing, (xxii) risk of interruption of
technical and customer contact management center operations due to such factors as fire,
earthquakes, inclement weather and other disasters, power failures, telecommunication failures,
unauthorized intrusions, computer viruses and other emergencies, (xxiii) the existence of
substantial competition, (xxiv) the early termination of contracts by clients, (xxv) the ability to
obtain and maintain grants and other incentives (tax or otherwise), (xxvi) the potential of cost
savings/synergies associated with the ICT acquisition not being realized, or not being realized
within the anticipated time period, (xxvii) the potential loss of key clients related to the ICT
acquisition, (xxviii) risks related to the integration of the businesses of SYKES and ICT and
(xxix) other risk factors which are identified in our most recent Annual Report on Form 10-K,
including factors identified under the headings Business, Risk Factors and Managements
Discussion and Analysis of Financial Condition and Results of Operations.
44
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended June 30, 2010
Results of Operations
The following table sets forth, for the periods indicated, certain data derived from our Condensed
Consolidated Statements of Operations and certain of such data expressed as a percentage of
revenues (in thousands, except percentage amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
|
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|
Revenues |
|
$ |
299,177 |
|
|
$ |
208,839 |
|
|
$ |
574,394 |
|
|
$ |
412,080 |
|
Percentage of revenues |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
Direct salaries and related costs |
|
$ |
197,244 |
|
|
$ |
133,727 |
|
|
$ |
375,765 |
|
|
$ |
263,980 |
|
Percentage of revenues |
|
|
65.9 |
% |
|
|
64.0 |
% |
|
|
65.4 |
% |
|
|
64.1 |
% |
General and administrative |
|
$ |
93,287 |
|
|
$ |
56,477 |
|
|
$ |
196,140 |
|
|
$ |
111,965 |
|
Percentage of revenues |
|
|
31.2 |
% |
|
|
27.0 |
% |
|
|
34.1 |
% |
|
|
27.2 |
% |
Impairment loss on goodwill and intangibles |
|
$ |
|
|
|
$ |
1,584 |
|
|
$ |
|
|
|
$ |
1,584 |
|
Percentage of revenues |
|
|
0.0 |
% |
|
|
0.8 |
% |
|
|
0.0 |
% |
|
|
0.4 |
% |
Income from operations |
|
$ |
8,646 |
|
|
$ |
17,051 |
|
|
$ |
2,489 |
|
|
$ |
34,551 |
|
Percentage of revenues |
|
|
2.9 |
% |
|
|
8.2 |
% |
|
|
0.4 |
% |
|
|
8.4 |
% |
The following table summarizes our revenues, for the periods indicated, by reporting segment
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
Americas |
|
$ |
245,957 |
|
|
|
82.2 |
% |
|
$ |
148,935 |
|
|
|
71.3 |
% |
|
$ |
461,495 |
|
|
|
80.3 |
% |
|
$ |
291,742 |
|
|
|
70.8 |
% |
EMEA |
|
|
53,220 |
|
|
|
17.8 |
% |
|
|
59,904 |
|
|
|
28.7 |
% |
|
|
112,899 |
|
|
|
19.7 |
% |
|
|
120,338 |
|
|
|
29.2 |
% |
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
299,177 |
|
|
|
100.0 |
% |
|
$ |
208,839 |
|
|
|
100.0 |
% |
|
$ |
574,394 |
|
|
|
100.0 |
% |
|
$ |
412,080 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
45
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended June 30, 2010
The following table summarizes the amounts and percentage of revenue for direct salaries and
related costs and general and administrative costs for the periods indicated, by reporting segment
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
|
|
2010 |
|
2009 |
|
2010 |
|
2009 |
Direct salaries and related costs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
155,412 |
|
|
|
63.2 |
% |
|
$ |
90,232 |
|
|
|
60.6 |
% |
|
$ |
289,105 |
|
|
|
62.6 |
% |
|
$ |
178,763 |
|
|
|
61.3 |
% |
EMEA |
|
|
41,832 |
|
|
|
78.6 |
% |
|
|
43,495 |
|
|
|
72.6 |
% |
|
|
86,660 |
|
|
|
76.8 |
% |
|
|
85,217 |
|
|
|
70.8 |
% |
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
197,244 |
|
|
|
65.9 |
% |
|
$ |
133,727 |
|
|
|
64.0 |
% |
|
$ |
375,765 |
|
|
|
65.4 |
% |
|
$ |
263,980 |
|
|
|
64.1 |
% |
|
|
|
|
|
|
|
|
|
General and administrative: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
65,942 |
|
|
|
26.8 |
% |
|
$ |
32,122 |
|
|
|
21.6 |
% |
|
$ |
121,540 |
|
|
|
26.3 |
% |
|
$ |
63,019 |
|
|
|
21.6 |
% |
EMEA |
|
|
15,296 |
|
|
|
28.8 |
% |
|
|
14,656 |
|
|
|
24.5 |
% |
|
|
30,854 |
|
|
|
27.3 |
% |
|
|
28,710 |
|
|
|
23.9 |
% |
Corporate |
|
|
12,049 |
|
|
|
|
|
|
|
9,699 |
|
|
|
|
|
|
|
43,746 |
|
|
|
|
|
|
|
20,236 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
93,287 |
|
|
|
31.2 |
% |
|
$ |
56,477 |
|
|
|
27.0 |
% |
|
$ |
196,140 |
|
|
|
34.1 |
% |
|
$ |
111,965 |
|
|
|
27.2 |
% |
|
|
|
|
|
|
|
|
|
Impairment loss on goodwill and intangibles: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
1,584 |
|
|
|
1.1 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
1,584 |
|
|
|
0.5 |
% |
EMEA |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
1,584 |
|
|
|
0.8 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
1,584 |
|
|
|
0.4 |
% |
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2010 Compared to Three Months Ended June 30, 2009
Revenues
For the three months ended June 30, 2010, we recognized consolidated revenues of $299.2 million, an
increase of $90.3 million, or 43.3%, from $208.9 million of consolidated revenues for the
comparable 2009 period. Excluding ICT revenues of $98.5 million in the second quarter of 2010,
revenues decreased $8.2 million for the three months ended June 30, 2010 compared to the same
period in 2009.
Revenues from the Americas segment, which includes the United States, Canada, Latin America,
India and the Asia Pacific Rim, represented 82.2%, or $246.0 million, for the three months ended
June 30, 2010, compared to 71.3%, or $149.0 million, for the comparable 2009 period. Revenues from
the EMEA segment, including Europe, the Middle East and Africa, represented 17.8%, or $53.2
million, for the three months ended June 30, 2010, compared to 28.7%, or $59.9 million, for the
comparable 2009 period.
The increase in the Americas revenue was $97.0 million, or 65.1%, for the three months ended June
30, 2010, compared to the same period in 2009. Excluding the ICT revenues of $98.1 million, the
Americas revenue for the three months ended June 30, 2010, compared to the same period in 2009
decreased $1.1 million. The $1.1 million decrease reflects a $10.9 million decrease in revenues
principally due to expiration of certain client programs and lower than forecasted demand within
certain clients, partially offset by a positive foreign currency translation impact of $6.3 million
and favorable foreign currency hedging fluctuations of $3.5 million. Revenues from our offshore
operations represented 49.1%, or 56.9% excluding ICT revenues, of Americas revenues for the three
months ended June 30, 2010, compared to 60.2% for the comparable 2009 period.
The decrease in EMEA revenues of $6.7 million, or 11.2%, for the three months ended June 30, 2010,
compared to the same period in 2009, reflects a decrease of $4.8 million due largely to client
program expirations, near-shore migration to lower cost geographies in Egypt, Romania and Germany
and sustained weakness within the technology and communication verticals and a $2.3 million
negative foreign currency translation impact, partially offset by a $0.4 million contribution in
revenues from ICT. Excluding the $2.3 million negative foreign currency translation
46
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended June 30, 2010
impact, EMEAs revenue decreased 7.4% for the three months ended June 30, 2010 compared with the
same period in 2009.
Direct Salaries and Related Costs
Direct salaries and related costs increased $63.5 million, or 47.5%, to $197.2 million for the
three months ended June 30, 2010, from $133.7 million in the comparable 2009 period. This increase
includes ICT direct salaries and related costs of $63.1 million in the second quarter of 2010.
On a reporting segment basis, direct salaries and related costs from the Americas segment increased
$65.2 million, or 72.2%, to $155.4 million for the three months ended June 30, 2010 from $90.2
million for the comparable 2009 period. Direct salaries and related costs from the EMEA segment
decreased $1.7 million, or 3.8%, to $41.8 million for the three months ended June 30, 2010 from
$43.5 million for the comparable 2009 period. While changes in foreign currency exchange rates
positively impacted revenues in the Americas, they negatively impacted direct salaries and related
costs in 2010 compared to the same period in 2009 by $3.7 million. While changes in foreign
currency exchange rates negatively impacted revenues in the EMEA, they positively impacted direct
salaries and related costs in 2010 compared to the same period in 2009 by $2.0 million.
In the Americas segment, as a percentage of revenues, direct salaries and related costs increased
to 63.2% for the three months ended June 30, 2010 from 60.6% in the comparable 2009 period. This
increase of 2.6%, as a percentage of revenues, was primarily attributable to higher compensation
costs of 3.3% (primarily related to lower than forecasted demand within certain clients without a
commensurate reduction in labor costs and wage increases in certain geographies) and higher
communication costs of 0.8%, partially offset by lower auto tow claim costs of 1.1%, lower travel
costs of 0.2% and lower other costs of 0.2%.
In the EMEA segment, as a percentage of revenues, direct salaries and related costs increased to
78.6% for the three months ended June 30, 2010 from 72.6% in the comparable 2009 period. This
increase of 6.0%, as a percentage of revenues, was primarily attributable to higher compensation
costs of 4.8% (primarily related to near-shore migration to new facilities in Egypt, Romania and
Germany and the corresponding termination and duplicative costs), higher billable supply costs of
0.4%, higher recruiting costs of 0.3%, higher fulfillment material costs of 0.2% and higher other
costs of 0.3%.
General and Administrative
General and administrative expenses increased $36.8 million, or 65.2%, to $93.3 million for the
three months ended June 30, 2010, from $56.5 million in the comparable 2009 period. This increase
includes ICT general and administrative expenses of $35.5 million in the second quarter of 2010.
On a reporting segment basis, general and administrative expenses from the Americas segment
increased $33.9 million, or 105.4%, to $66.0 million for the three months ended June 30, 2010 from
$32.1 million for the comparable 2009 period. General and administrative expenses from the EMEA
segment increased $0.6 million, or 4.2%, to $15.3 million for the three months ended June 30, 2010
from $14.7 million for the comparable 2009 period. While changes in foreign currency exchange
rates positively impacted revenues in the Americas, they negatively impacted general and
administrative expenses in 2010 compared to the same period in 2009 by approximately $1.1 million.
While changes in foreign currency exchange rates negatively impacted revenues in EMEA, they
positively impacted general and administrative expenses in 2010 compared to the same period in 2009
by approximately $0.6 million. Corporate general and administrative expenses increased $2.3
million, or 23.7%, to $12.0 million for the three months ended June 30, 2010 from $9.7 million in
the comparable 2009 period. This increase was primarily attributable to ICT acquisition-related
costs, comprised of $1.4 million in severance costs and $1.0 million in transaction and integration
costs, higher seminar costs of $0.4 million, and higher facility related costs of $0.3 million,
partially offset by lower accounting fees costs of $0.4 million, lower legal and professional fees
of $0.2 million and lower other costs of $0.2 million.
In the Americas segment, as a percentage of revenues, general and administrative expenses
increased to 26.8% for the three months ended June 30, 2010 from 21.6% in the comparable 2009
period. This increase of 5.2%, as a
47
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended June 30, 2010
percentage of revenues, was primarily attributable to higher facility related costs of 2.0%, higher
depreciation and amortization costs of 1.8% higher compensation costs of 0.8%, higher equipment and
maintenance costs of 0.8% and higher consulting costs of 0.2%, partially offset by lower other
costs of 0.4%.
In the EMEA segment, as a percentage of revenues, general and administrative expenses increased to
28.8% for the three months ended June 30, 2010 from 24.5% in the comparable 2009 period. This
increase of 4.3%, as a percentage of revenues, was primarily attributable to the new facilities in
Egypt, Romania and Germany, including higher facility related costs of 1.2%, higher compensation
costs of 1.0%, higher travel costs of 0.4%, higher depreciation and amortization costs of 0.3%,
higher taxes (other than income taxes) of 0.3%, higher software maintenance costs of 0.2%, higher
communications costs of 0.2%, and higher other costs of 0.7%.
Impairment Loss on Goodwill and Intangibles
In the Americas segment, we recorded an impairment loss of $1.6 million on the goodwill and
intangibles during the three months ended June 30, 2009 (none in the comparable 2010 period)
related to the March 2005 acquisition of Kelly, Luttmer & Associates Limited (KLA).
Interest Income
Interest income was $0.3 million for the three months ended June 30, 2010, compared to $0.6 million
for the comparable 2009 period, reflecting lower average rates earned on lower average balances of
interest-bearing investments in cash and cash equivalents.
Interest Expense
Interest expense was $1.6 million for the three months ended June 30, 2010 compared to $0.2 million
for the comparable 2009 period, an increase of $1.4 million reflecting interest and fees on higher
average levels of borrowings related to the acquisition of ICT.
Other
Income (Expense)
Other expense, net, was $3.8 million for the three months ended June 30, 2010 compared to other
income, net of $0.3 million for the comparable 2009 period. The net increase in other expense, net,
of $4.1 million was primarily attributable to an increase of $3.6 million in realized and
unrealized foreign currency transaction losses, net of gains. Other income (expense) excludes the
cumulative translation effects and unrealized gains (losses) on financial derivatives that are
included in Accumulated other comprehensive income (loss) (AOCI) in shareholders equity in the
accompanying Condensed Consolidated Balance Sheets.
Provision for Income Taxes
The recognition of income tax expense of $1.0 million for the three months ended June 30, 2010 was
based upon pre-tax book income of $3.5 million, compared to a provision for income taxes of $1.3
million for the three months ended June 30, 2009, based upon pre-tax book income of $15.6 million.
The effective tax rate for the three months ended June 30, 2010 was 27.5% compared to an effective
tax rate of 8.1% for the comparable 2009 period. This increase in the effective tax rate was
primarily due to the tax impact related to our 2009 decision to
repatriate $85 million in foreign earnings and the recording of a valuation allowance on foreign tax credits. These were partially offset by the
recognition of a tax benefit related to a favorable audit settlement in Mexico. The effective tax
rate is also affected by permanent differences and losses in jurisdiction for which tax benefits
can be recognized, foreign withholding and other taxes, accrued interest and penalties and foreign
income tax rate differentials.
Net Income
As a result of the foregoing, we reported income from operations for the three months ended June
30, 2010 of $8.7 million, compared to $17.1 million in the comparable 2009 period. This decrease of
$8.4 million was principally attributable to a $63.5 million increase in direct salaries
and related costs and a $36.8 million increase in general and
48
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended June 30, 2010
administrative expenses, partially offset by a $90.3 million increase in revenues and a $1.6
million decrease in impairment loss. This $8.4 million decrease, $4.1 million increase in other
expense, net, $0.3 million decrease in interest income, $1.4 million increase in interest expense,
partially offset by a favorable $0.3 million net change in tax provision and a $2.1 million
impairment loss on investment in SHPS in 2009 resulted in net income of $2.5 million for the three
months ended June 30, 2010, a decrease of $11.8 million compared to the same period in 2009.
Six Months Ended June 30, 2010 Compared to Six Months Ended June 30, 2009
Revenues
For the six months ended June 30, 2010, we recognized consolidated revenues of $574.4 million, an
increase of $162.3 million, or 39.4%, from $412.1 million of consolidated revenues for the
comparable 2009 period. Excluding ICT revenues of $163.8 million, revenues decreased $1.5 million
for the six months ended June 30, 2010 compared to the same period in 2009.
On a geographic segmentation basis, revenues from the Americas region, including the United States,
Canada, Latin America, India and the Asia Pacific Rim, represented 80.3%, or $461.5 million, for
the six months ended June 30, 2010, compared to 70.8%, or $291.7 million, for the comparable 2009
period. Revenues from the EMEA region, including Europe, the Middle East and Africa, represented
19.7%, or $112.9 million, for the six months ended June 30, 2010, compared to 29.2%, or $120.4
million, for the comparable 2009 period.
The increase in the Americas revenue was $169.8 million, or 58.2%, for the six months ended June
30, 2010, compared to the same period in 2009. Excluding the ICT revenues of $163.2 million, the
Americas revenue for the six months ended June 30, 2010, compared to the same period in 2009
increased $6.6 million. The $6.6 million increase reflects a positive foreign currency translation
impact of $14.6 million and a favorable foreign currency hedging fluctuation of $7.5 million,
partially offset by a $15.5 million decrease in revenues principally due to expiration of certain
client programs and lower than forecasted demand within certain clients. Revenues from our offshore
operations represented 50.2%, or 57.0% excluding ICT revenues, of Americas revenues for the six
months ended June 30, 2010, compared to 61.0% for the comparable 2009 period.
The decrease in EMEA revenues of $7.5 million, or 6.2%, for the six months ended June 30, 2010,
compared to the same period in 2009, reflects a decrease of $10.6 million due largely to client
program expirations, near-shore migration to lower cost geographies in Egypt, Romania and Germany
and sustained weakness within the technology and communication verticals, partially offset by a
$2.5 million positive foreign currency translation impact and a $0.6 million contribution in
revenues from ICT. Excluding the $2.5 million positive foreign currency translation impact, EMEAs
revenue decreased 8.3% for the six months ended June 30, 2010 compared with the same period in
2009.
Direct Salaries and Related Costs
Direct salaries and related costs increased $111.8 million, or 42.3%, to $375.8 million for the six
months ended June 30, 2010, from $264.0 million in the comparable 2009 period. This increase
includes ICT direct salaries and related costs of $105.2 million in the second quarter of 2010.
On a reporting segment basis, direct salaries and related costs from the Americas segment increased
$110.3 million, or 61.7%, to $289.1 million for the six months ended June 30, 2010 from $178.8
million for the comparable 2009 period. Direct salaries and related costs from the EMEA segment
increased $1.5 million, or 1.7%, to $86.7 million for the three months ended June 30, 2010 from
$85.2 million for the comparable 2009 period. While changes in foreign currency exchange rates
positively impacted revenues in the Americas and EMEA, they negatively impacted direct salaries and
related costs in 2010 compared to the same period in 2009 by $7.1 million and $1.6 million,
respectively.
In the Americas segment, as a percentage of revenues, direct salaries and related costs increased
to 62.6% for the six months ended June 30, 2010 from 61.3% in the comparable 2009 period. This
increase of 1.3%, as a percentage of revenues, was primarily attributable to higher compensation
costs of 2.3%, (primarily related to lower than
49
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended June 30, 2010
forecasted demand within certain clients without a commensurate reduction in labor costs and wage
increases in certain geographies) higher communication costs of 0.7% and higher billable supply
costs of 0.2%, partially offset by lower auto tow claim costs of 1.2%, lower travel costs of 0.2%,
and lower other costs of 0.5%.
In the EMEA segment, as a percentage of revenues, direct salaries and related costs increase to
76.8% for the six months ended June 30, 2010 from 70.8% in the comparable 2009 period. This
increase of 6.0%, as a percentage of revenues, was primarily attributable to higher compensation
costs of 5.0% (primarily related to near-shore migration to new facilities in Egypt, Romania and
Germany and the corresponding termination and duplicative costs), higher billable supply costs of
0.6%, higher recruiting costs of 0.2% and other costs of 0.2%.
General and Administrative
General and administrative expenses increased $84.1 million, or 75.2%, to $196.1 million for the
six months ended June 30, 2010, from $112.0 million in the comparable 2009 period. This increase
includes ICT general and administrative expenses of $72.0 million for the six months ended June 30,
2010.
On a reporting segment basis, general and administrative expenses from the Americas segment
increased $58.5 million, or 92.9%, to $121.5 million for the six months ended June 30, 2010 from
$63.0 million for the comparable 2009 period. General and administrative expenses from the EMEA
segment increased $2.2 million, or 7.7%, to $30.9 million for the six months ended June 30, 2010
from $28.7 million for the comparable 2009 period. While changes in foreign currency exchange
rates positively impacted revenues in the Americas and EMEA, they negatively impacted general and
administrative expenses in 2010 compared to the same period in 2009 by approximately $1.9 million
and $0.6 million, respectively. Corporate general and administrative expenses increased $23.4
million, or 115.3%, to $43.7 million for the six months ended June 30, 2010 from $20.3 million in
the comparable 2009 period. This increase was primarily attributable to ICT acquisition-related
costs, comprised of $14.0 million in severance costs and $8.7 million in transaction and
integration costs, higher compensation costs of $1.0 million, higher facility related costs of $0.3
million, higher consulting costs of $0.3 million, higher seminar costs of $0.3 million and higher
insurance costs of $0.2 million, partially offset by lower accounting fees costs of $0.4 million,
lower business development costs of $0.4 million, lower legal and professional fees of $0.2 million
and lower other costs of $0.4 million.
In the Americas segment, as a percentage of revenues, general and administrative expenses
increased to 26.3% for the six months ended June 30, 2010 from 21.6% in the comparable 2009 period.
This increase of 4.7%, as a percentage of revenues, was primarily attributable to higher facility
related costs of 1.6%, higher depreciation and amortization costs of 1.6%, higher compensation
costs of 1.0%, higher equipment and maintenance costs of 0.7%, and higher severance costs of 0.3%,
partially offset by lower bad debt expense of 0.3% and lower other costs of 0.2%.
In the EMEA segment, as a percentage of revenues, general and administrative expenses increased to
27.3% for the six months ended June 30, 2010 from 23.9% in the comparable 2009 period. This
increase of 3.4%, as a percentage of revenues, was primarily attributable to the new facilities in
Egypt, Romania and Germany, including higher facility related costs of 1.2%, higher compensation
costs of 1.0%, higher depreciation and amortization costs of 0.3%, higher travel costs of 0.2%,
higher communications costs of 0.2%, higher accounting fees costs of 0.2% and higher other costs of
0.3%.
Impairment Loss on Goodwill and Intangibles
In the Americas segment, we recorded an impairment loss of $1.6 million on the goodwill and
intangibles during the six months ended June 30, 2009 (none in the comparable 2010 period) related
to the March 2005 acquisition of Kelly, Luttmer & Associates Limited (KLA).
50
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended June 30, 2010
Interest Income
Interest income was $0.5 million for the six months ended June 30, 2010, compared to $1.5 million
for the comparable 2009 period, reflecting lower average rates earned on lower average balances of
interest bearing investments in cash and cash equivalents.
Interest Expense
Interest expense was $4.0 million for the six months ended June 30, 2010 compared to $0.4 million
for the comparable 2009 period, an increase of $3.6 million reflecting interest and fees on higher
average levels of borrowings related to the acquisition of ICT.
Impairment Loss on Investment in SHPS
In the Americas segment, we recorded an impairment loss of $2.1 million on our entire investment in
SHPS during the six months ended June 30, 2009 (none in the comparable 2010 period).
Other Income (Expense)
Other expense, net, was $5.5 million for the six months ended June 30, 2010 compared to other
income, net, of $1.1 million for the comparable 2009 period. The net increase of $6.6 million was
primarily attributable to an increase of $5.4 million in realized and unrealized foreign currency
transaction losses, net of gains. Other income (expense) excludes the cumulative translation
effects and unrealized gains (losses) on financial derivatives that are included in Accumulated
Other Comprehensive Income in shareholders equity in the accompanying Condensed Consolidated
Balance Sheets.
Provision for Income Taxes
The provision for income taxes of $0.5 million for the six months ended June 30, 2010 was based
upon pre-tax book loss of $6.5 million, compared to $5.5 million for the six months ended June 30,
2009, based upon pre-tax book income of $34.7 million. The effective tax rate for the six months
ended June 30, 2010 was 7.7% compared to an effective tax rate of 16.0% for the comparable 2009
period. The decrease in the effective tax rate of 23.7% was primarily due to tax benefits
recognized on current period losses related to ICT acquisition-related costs and by the recognition
of a tax benefit related to a favorable audit settlement in Mexico. These benefits were
partially offset by the tax impact related to our 2009 decision to repatriate $85 million
in foreign earnings and the
recording of a valuation allowance on foreign tax credits. The effective tax rate is also affected
by permanent differences and losses in jurisdiction for which tax benefits can be recognized,
foreign withholding and other taxes, accrued interest and penalties and foreign income tax rate
differentials.
Net Loss
As a result of the foregoing, we reported income from operations for the six months ended June 30,
2010 of $2.5 million, compared to income from operations of $34.5 million in the comparable 2009
period. This decrease of $32.0 million was principally attributable to a $111.8 million
increase in direct salaries and related costs and a $84.1 million increase in general and
administrative expenses, partially offset by a $162.3 million increase in revenues and a $1.6
million decrease in impairment loss. This $32.0 million decrease, $6.6 million increase in other
expense, net, $1.0 million decrease in interest income, $3.6 million increase in interest expense,
partially offset by a favorable $5.0 million net change in tax provision and a $2.1 million
impairment loss on investment in SHPS in 2009 resulted in net loss of $7.0 million for the six
months ended June 30, 2010, a decrease of $36.1 million compared to the same period in 2009.
Client Concentration
Total consolidated revenues included $37.9 million, or 12.7%, and $77.5 million, or 13.5%, of
consolidated revenues, for the three and six months ended June 30, 2010, respectively, from AT&T
Corporation, a major provider
51
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended June 30, 2010
of communication services for which we provide various customer support services over numerous
lines of AT&T business. This included $36.1 million and $73.4 million in revenue from the Americas
for the three and six months ended June 30, 2010, respectively, and $1.8 million and $4.1million in
revenue from EMEA for the three and six months ended June 30, 2010, respectively.
The consolidated revenues for the comparable periods as it relates to this relationship were $25.4
million, or 12.1%, and $47.3 million, or 11.5%, of consolidated revenues, for the three and six
months ended June 30, 2009, respectively. This included $23.0 million and $42.8 million in revenue
from the Americas and $2.4 million and $4.5 million in revenue from EMEA for the three and six
months ended June 30, 2009, respectively.
Liquidity and Capital Resources
Our primary sources of liquidity are generally cash flows generated by operating activities and
from available borrowings under our revolving credit facilities. We utilize these capital resources
to make capital expenditures associated primarily with our customer contact management services,
invest in technology applications and tools to further develop our service offerings and for
working capital and other general corporate purposes, including repurchase of our common stock in
the open market and to fund possible acquisitions. In future periods, we intend similar uses of
these funds.
On August 5, 2002, the Board of Directors authorized the Company to purchase up to three million
shares of our outstanding common stock. A total of 2.2 million shares have been repurchased under
this program since inception. The shares are purchased, from time to time, through open market
purchases or in negotiated private transactions, and the purchases are based on factors, including
but not limited to, the stock price and general market conditions. During the six months ended
June 30, 2010, we repurchased 300 thousand common shares under the 2002 repurchase program at
prices ranging from $16.92 to $17.60 per share for a total cost of $5.2 million. During the six
months ended June 30, 2009, we repurchased 224 thousand common shares under the 2002 repurchase
program at prices ranging from $13.72 to $14.75 per share for a total cost of $3.2 million. We
expect to make additional stock repurchases under this program in 2010 if market conditions are
favorable.
During the six months ended June 30, 2010, we received $80.0 million in cash from the release of
restricted cash as a result of our repayment of short-term debt, $75.0 million in proceeds from the
issuance of long term debt, $10.3 million in operating activities and $0.4 million in excess tax
benefits from stock-based compensation. Further, we used $85.0 million to repay short-term debt,
$77.2 million for the ICT acquisition (net of ICT cash acquired), $22.5 million to repay long-term
debt, $13.5 million for capital expenditures, $5.2 million on the repurchase of the Companys
stock, $1.3 million to repurchase stock for minimum tax withholding on equity awards and paid $3.0
million for loan fees related to the debt financing resulting in a $55.1 million decrease in
available cash (including the unfavorable effects of international currency exchange rates on cash
of $13.1 million).
Net cash flows provided by operating activities for the six months ended June 30, 2010 were $10.3
million, compared to $33.5 million provided by operating activities for the comparable 2009 period.
The $23.2 million decrease in net cash flows from operating activities was due to a $36.1 million
decrease in net income, partially offset by a $8.8 million increase in non-cash reconciling items
such as depreciation and amortization and unrealized losses on financial instruments and a net
increase of $4.1 million in cash flows from assets and liabilities. The $4.1 million increase in
cash flows from assets and liabilities was principally a result of a $15.3 million decrease in
receivables, partially offset by a $5.0 million increase in other assets, a $3.2 million decrease
in income taxes payable, a $1.6 million decrease in deferred revenue and a $1.4 million decrease in
other liabilities.
Capital expenditures, which are generally funded by cash generated from operating activities,
available cash balances and borrowings available under our credit facilities, were $13.5 million
for the six months ended June 30, 2010, compared to $18.3 million for the comparable 2009 period, a
decrease of $4.8 million. During the six months ended June 30, 2010, approximately 15% of the
capital expenditures were the result of investing in new and existing customer contact management
centers, primarily in EMEA, and 85% was expended primarily for maintenance and systems
infrastructure. In 2010, we anticipate capital expenditures in the range of $27.0 million to $31.0
million.
52
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended June 30, 2010
On February 2, 2010, we entered into a new Credit Agreement (the New Credit Agreement) with a
group of lenders. The New Credit Agreement provides for a $75 million term loan (the Term Loan)
and a $75 million revolving credit facility, which is subject to certain borrowing limitations and
includes certain customary financial and restrictive covenants. We drew down the full $75 million
Term Loan on February 2, 2010 in connection with the acquisition of ICT on such date. See Note 2
Acquisition of ICT for further information. At June 30, 2010, we were in compliance with all loan
requirements of the New Credit Agreement dated February 2, 2010.
The $75 million revolving credit facility provided under the New Credit Agreement replaces the
previous senior revolving credit facility under a credit agreement, dated March 30, 2009, which
agreement was terminated simultaneous with entering into the New Credit Agreement. The $75 million
revolving credit facility, which includes a $40 million multi-currency sub-facility, a $10 million
swingline sub-facility and a $5 million letter of credit sub-facility, may be used for general
corporate purposes including strategic acquisitions, share repurchases, working capital support,
and letters of credit, subject to certain limitations. We are not currently aware of any inability
of our lenders to provide access to the full commitment of funds that exist under the revolving
credit facility, if necessary. However, due to recent economic conditions and the volatile
business climate facing financial institutions, there can be no assurance that such facility will
be available to us, even though it is a binding commitment. The Term Loan and the revolving credit
facility will mature on February 1, 2013. The Term Loan is required to be repaid in quarterly
amounts commencing on June 30, 2010 and continuing at the end of each quarter thereafter as
follows: $2.5 million per quarter in 2010, $3.75 million per quarter in 2011, and $5 million per
quarter in 2012, with a final payment due at maturity in 2013. While the Term Loan is due in
varying installments through February 2013, we paid $50.0 million of the outstanding balance of the
Term Loan in July 2010, earlier than the scheduled maturity, and anticipate paying the remaining
outstanding balance of $2.5 million plus accrued interest on or before September 30, 2010.
Borrowings under the New Credit Agreement bear interest at either LIBOR or the base rate plus, in
each case, an applicable margin based on our leverage ratio. The applicable interest rate is
determined quarterly based on the leverage ratio at such time. The base rate is a rate per annum
equal to the greatest of (i) the rate of interest established by the lender, from time to time, as
its prime rate; (ii) the Federal Funds effective rate in effect from time to time, plus 1/2 of 1%
per annum; and (iii) the then-applicable LIBOR rate for one month interest periods, plus 1.00%.
Swing Line Loans bear interest only at the base rate plus the base rate margin. In addition, we are
required to pay certain customary fees, including a commitment fee of up to 0.75%, which is due
quarterly in arrears and calculated on the average unused amount of the revolving credit facility.
We paid an underwriting fee of $3.0 million for the New Credit Agreement, which is deferred and
amortized over the term of the loan. The related interest expense and amortization of deferred loan
fees on the New Credit Agreement of $1.0 million and $1.8 million are included in Interest
expense in the accompanying Condensed Consolidated Statement of Operations for the three and six
months ended June 30, 2010, respectively (none in the comparable period in 2009). The $75.0
million Term Loan had a weighted average interest rate of 3.88% and 3.94% for the three and six
months ended June 30, 2010, respectively.
The New Credit Agreement is guaranteed by all of our existing and future direct and indirect
material U.S. subsidiaries and secured by a pledge of 100% of the non-voting and 65% of the voting
capital stock of all of our direct foreign subsidiaries and those of the guarantors.
In December, 2009, Sykes (Bermuda) Holdings Limited, a Bermuda exempted company (Sykes Bermuda)
which is an indirect wholly-owned subsidiary of SYKES, entered into a credit agreement with KeyBank
(the Bermuda Credit Agreement). The Bermuda Credit Agreement provided for a $75 million
short-term loan to Sykes Bermuda with a maturity date of March 31, 2010. Sykes Bermuda drew down
the full $75 million on December 11, 2009, which is included in Short-term debt in the
accompanying Condensed Consolidated Balance Sheet as of December 31, 2009. The Bermuda Credit
Agreement required that Sykes Bermuda and its direct subsidiaries maintain cash and cash
equivalents of at least $80 million at all times, which amount is included in Restricted Cash in
the accompanying Condensed Consolidated Balance Sheet as of December 31, 2009. Interest was
charged on outstanding amounts, at the option of Sykes Bermuda, at either a Eurodollar Rate (as
defined in the Bermuda Credit Agreement) or a Base Rate (as defined in the Bermuda Credit
Agreement) plus, in each case, an applicable margin specified in the Bermuda Credit Agreement. The
underwriting fee paid of $0.8 million was deferred and amortized
53
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended June 30, 2010
over the term of the loan. Sykes Bermuda repaid the entire outstanding amount plus accrued interest
on March 31, 2010. The related interest expense and amortization of deferred loan fees of $1.4
million and $1.4 million are included in Interest expense in the accompanying Condensed
Consolidated Statement of Operations for the three and six months ended June 30, 2010, respectively
(none in the comparable period in 2009).
Simultaneous with the execution and delivery of the Bermuda Credit Agreement, we entered into a
Guaranty of Payment agreement with KeyBank, pursuant to which the obligations of Sykes Bermuda
under the Bermuda Credit Agreement were guaranteed by SYKES.
Also, simultaneous with the execution and delivery of the Bermuda Credit Agreement, SYKES, KeyBank
and the other lenders that are a party thereto entered into a First Amendment Agreement, amending
the credit agreement, dated March 30, 2009, between SYKES, KeyBank and the other lenders that are a
party thereto. The First Amendment Agreement amended the terms of the credit agreement to permit
the loan to Sykes Bermuda and SYKES guaranty of that loan. As of December 31, 2009, there were no
outstanding balances and no borrowings in 2009 under the credit agreement dated March 30, 2009. As
previously mentioned, this credit agreement was terminated on February 2, 2010 simultaneous with
entering into the New Credit Agreement and unamortized deferred loan fees of $0.2 million were
written off during the quarter ended March 31, 2010. Interest expense for the comparable 2009
period includes $0.1 million related to this terminated credit agreement.
At June 30, 2010, we had $224.8 million in cash and cash equivalents, of which approximately 95.3%
or $214.1 million, was held in international operations and may be subject to additional taxes if
repatriated to the United States.
We believe that our current cash levels, accessible funds under our credit facilities and cash
flows from future operations will be adequate to meet anticipated working capital needs, future
debt repayment requirements, continued expansion objectives, funding of potential acquisitions,
anticipated levels of capital expenditures and contractual obligations for the foreseeable future
and any stock repurchases.
The following table summarizes the material changes to our contractual obligations at June 30,
2010, including those that were assumed upon acquisition of ICT in February 2010 and the related
debt incurred in connection with the acquisition, and the effect these obligations are expected to
have on liquidity and cash flow in future periods (in thousands):
54
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended June 30, 2010
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due By Period |
|
|
|
|
|
|
|
Less Than |
|
|
|
|
|
|
|
|
|
|
After 5 |
|
|
|
|
|
|
Total |
|
1 Year |
|
1 - 3 Years |
|
3 - 5 Years |
|
Years |
|
Other |
|
Operating leases (1) |
|
$ |
58,100 |
|
|
$ |
10,500 |
|
|
$ |
30,000 |
|
|
$ |
11,200 |
|
|
$ |
6,400 |
|
|
$ |
|
|
Operating lease, corporate headquarters (2) |
|
|
6,815 |
|
|
|
139 |
|
|
|
2,210 |
|
|
|
2,495 |
|
|
|
1,971 |
|
|
|
|
|
Purchase obligations and other (3) |
|
|
10,500 |
|
|
|
2,600 |
|
|
|
7,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term tax liabilities (4) |
|
|
4,312 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,312 |
|
Term loan and related interest (5) |
|
|
56,272 |
|
|
|
6,022 |
|
|
|
37,667 |
|
|
|
12,583 |
|
|
|
|
|
|
|
|
|
Severance obligation for former ICT Chief Executive Officer (6) |
|
|
4,452 |
|
|
|
4,452 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual cash obligations |
|
$ |
140,451 |
|
|
$ |
23,713 |
|
|
$ |
77,777 |
|
|
$ |
26,278 |
|
|
$ |
8,371 |
|
|
$ |
4,312 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Amounts represent the expected cash payments of ICTs operating leases as discussed
in Note 15 to the accompanying Condensed Consolidated Financial Statements. |
|
(2) |
|
Amounts represent the expected cash payments of the corporate headquarters
operating lease as discussed in Note 15 to the accompanying Condensed Consolidated Financial
Statements. |
|
(3) |
|
Purchase obligations include ICTs agreements to purchase goods or services that are
enforceable and legally binding on us and that specify all significant terms, including fixed or
minimum quantities to be purchased; fixed, minimum or variable price provisions; and the
approximate timing of the transactions. Purchase obligations exclude agreements that are cancelable
without penalty. |
|
(4) |
|
Long-term tax liabilities include ICTs uncertain tax positions and related interest
and penalties as discussed in Note 10 to the accompanying Condensed Consolidated Financial
Statements. We cannot make reasonably reliable estimates of the cash settlement of these long-term
liabilities with the tax authority; therefore, amounts have been excluded from payments due by
period. |
|
(5) |
|
Amounts include the term loan due plus estimated accrued interest due in varying
installments through Februray 1, 2013 as discussed in Note 8 to the accompanying Condensed
Consolidated Financial Statements. While the Term Loan is due in varying installments through
February 2013, we paid $50.0 million of the outstanding balance of the Term Loan in July 2010,
earlier than the scheduled maturity, and anticipate paying the remaining outstanding balance of
$2.5 million plus accrued interest on or before September 30, 2010. |
|
(6) |
|
Amounts include the severance obligation for ICTs former chief executive officer
due in varying installments through January 2011 as discussed in Note 1 to the accompanying
Condensed Consolidated Financial Statements. |
Except for the contractual obligations mentioned above and the borrowings discussed in Note 8
to the accompanying Condensed Consolidated Financial Statements, there has not been any material
change to the outstanding contractual obligations from the disclosure in our Annual Report on Form
10-K for the year ended December 31, 2009.
Critical Accounting Policies and Estimates
The preparation of consolidated financial statements in conformity with accounting principles
generally accepted in the United States requires estimations and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during
the reporting period. These estimates and assumptions are based on historical experience and
various other factors that are believed to be reasonable under the circumstances. Actual results
could differ from these estimates under different assumptions or conditions.
We believe the following accounting policies are the most critical since these policies require
significant judgment or involve complex estimations that are important to the portrayal of our
financial condition and operating results:
Recognition of Revenue
We recognize revenue pursuant to Accounting Standards Codification (ASC) 605 Revenue
Recognition.
We primarily recognize revenue from services as the services are performed, which is based on
either on a per minute, per hour, per call or per transaction basis, under a fully executed
contractual agreement and record reductions to revenue for contractual penalties and holdbacks for
failure to meet specified minimum service levels and other performance based contingencies. Revenue
recognition is limited to the amount that is not contingent upon delivery of any future product or
service or meeting other specified performance conditions.
55
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended June 30, 2010
Product sales, accounted for within our fulfillment services, are recognized upon shipment to the
customer and
satisfaction of all obligations.
Revenue from contracts with multiple-deliverables is allocated to separate units of accounting
based on their relative fair value, if the deliverables in the contract(s) meet the criteria for
such treatment. Certain fulfillment services contracts contain multiple-deliverables. Separation
criteria included whether a delivered item has value to the customer on a stand-alone basis,
whether there is objective and reliable evidence of the fair value of the undelivered items and, if
the arrangement includes a general right of return related to a delivered item, whether delivery of
the undelivered item is considered probable and in our control. Fair value is the price of a
deliverable when it is regularly sold on a stand-alone basis, which generally consists of
vendor-specific objective evidence of fair value. If there is no evidence of the fair value for a
delivered product or service, revenue is allocated first to the fair value of the undelivered
product or service and then the residual revenue is allocated to the delivered product or service.
If there is no evidence of the fair value for an undelivered product or service, the contract(s) is
accounted for as a single unit of accounting, resulting in delay of revenue recognition for the
delivered product or service until the undelivered product or service portion of the contract is
complete. We recognize revenue for delivered elements only when the fair values of undelivered
elements are known, uncertainties regarding client acceptance are resolved, and there are no
client-negotiated refund or return rights affecting the revenue recognized for delivered elements.
Once we determine the allocation of revenue between deliverable elements, there are no further
changes in the revenue allocation. If the separation criteria are met, revenue from these services
is recognized as the services are performed under a fully executed contractual agreement. If the
separation criteria are not met because there is insufficient evidence to determine fair value of
one of the deliverables, all of the services are accounted for as a single combined unit of
accounting. For these deliverables with insufficient evidence to determine fair value, revenue is
recognized on the proportional performance method using the straight-line basis over the contract
period, or the actual number of operational seats used to serve the client, as appropriate.
Currently, we have no contracts containing multiple-deliverables for customer contact management
services and fulfillment services.
Allowance for Doubtful Accounts
We maintain allowances for doubtful accounts of $3.7 million as of June 30, 2010, or 1.6% of trade
receivables, for estimated losses arising from the inability of our customers to make required
payments. Our estimate is based on factors surrounding the credit risk of certain clients,
historical collection experience and a review of the current status of trade accounts receivable.
It is reasonably possible that our estimate of the allowance for doubtful accounts will change if
the financial condition of our customers were to deteriorate, resulting in a reduced ability to
make payments.
Income Taxes
We reduce deferred tax assets by a valuation allowance if, based on the weight of available
evidence, both positive and negative, for each respective tax jurisdiction, it is more likely than
not that some portion or all of such deferred tax assets will not be realized. The valuation
allowance for a particular tax jurisdiction is allocated between current and noncurrent deferred
tax assets for that jurisdiction on a pro rata basis. Available evidence which is considered in
determining the amount of valuation allowance required includes, but is not limited to, our
estimate of future taxable income and any applicable tax-planning strategies.
At December 31, 2009, we determined that a valuation allowance of $32.1 million was necessary to
reduce U.S. deferred tax assets by $9.3 million and foreign deferred tax assets by $22.8 million,
where it was more likely than not that some portion or all of such deferred tax assets will not be
realized. The recoverability of the remaining net deferred tax assets of $5.4 million at December
31, 2009, is dependent upon future profitability within each tax jurisdiction. During the three
months ended June 30, 2010, a $1.6 million valuation
allowance was recorded on foreign
tax credits. As of June 30, 2010, based on our estimates of future
taxable income and any applicable tax-planning strategies within various tax jurisdictions, we
believe that it is more likely than not that the remaining net deferred tax assets will be
realized. The ICT tax accruals as of June 30, 2010 reflect the historical balances as recorded by
the acquired subsidiaries and may be adjusted to reflect tax opening balance sheet entries as
discussed more fully in Note 2 to the accompanying condensed consolidated financial statements.
Accordingly, the valuation allowances above are exclusive of ICT acquired balances.
56
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended June 30, 2010
Generally, earnings associated with our investments in our subsidiaries are considered to be
permanently invested and normally provisions for income taxes on those earnings or translation
adjustments are not recorded. The U.S. Department of the Treasury released the General
Explanations of the Administrations Fiscal Year 2011 Revenue Proposals in February 2010. These
proposals represent a significant shift in international tax policy, which may materially impact
U.S. taxation of international earnings. We continue to monitor these proposals and are currently
evaluating their potential impact on our financial condition, results of operations, and cash
flows.
We evaluate tax positions that have been taken or are expected to be taken in our tax returns, and
record a liability for uncertain tax positions in accordance with ASC 740 Income Taxes (ASC
740). The calculation of our tax liabilities involves dealing with uncertainties in the
application of complex tax regulations. ASC 740 contains a two-step approach to recognizing and
measuring uncertain tax positions. First, tax positions are recognized if the weight of available
evidence indicates that it is more likely than not that the position will be sustained upon
examination, including resolution of related appeals or litigation processes, if any. Second, the
tax position is measured as the largest amount of tax benefit that has a greater than 50%
likelihood of being realized upon settlement. We reevaluate these uncertain tax positions on a
quarterly basis. This evaluation is based on factors including, but not limited to, changes in
facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit
activity. Such a change in recognition or measurement would result in the recognition of a tax
benefit or an additional charge to the tax provision.
As of June 30, 2010, we had $6.5 million of unrecognized tax benefits, a net increase of $2.7
million from the $3.8 million recorded as of December 31, 2009. The $2.7 million increase relates
primarily to the balances assumed in the ICT acquisition, which amount is provisional as discussed
in Note 2, partially offset by the favorable settlement of a tax audit and the expiration of
certain statutes of limitations. Had we recognized the remaining unrecognized tax benefits at June
30, 2010, approximately $6.5 million, excluding related interest and penalties, would favorably
impact the effective tax rate. We believe it is reasonably possible that the unrecognized tax
benefits will decrease or be recognized in the next twelve months by up to $2.2 million due to
expiration of statutes of limitations, audit or appeal resolution in various tax jurisdictions.
Impairment of Long-lived Assets
We review long-lived assets, which had a carrying value of $295.5 million as of June 30, 2010,
including goodwill, intangibles and property and equipment for impairment whenever events or
changes in circumstances indicate that the carrying value of an asset may not be recoverable and at
least annually for impairment testing of goodwill. An asset is considered to be impaired when the
carrying amount exceeds the fair value. Upon determination that the carrying value of the asset is
impaired, we would record an impairment charge or loss to reduce the asset to its fair value.
Future adverse changes in market conditions or poor operating results of the underlying investment
could result in losses or an inability to recover the carrying value of the investment and,
therefore, might require an impairment charge in the future.
New Accounting Standards
Unless needed to clarify a point to readers, we will refrain from citing specific section
references when discussing application of accounting principles or addressing new or pending
accounting rule changes. There are no recently issued accounting standards that are expected to
have a material effect on our financial condition, results of operations or cash flows.
U.S. Healthcare Reform Acts
In March 2010, the President of the United States signed into law comprehensive health care reform
legislation under the Patient Protection and Affordable Care Act and the Health Care and Education
Reconciliation Act (the Acts). The Acts contain provisions that could materially impact the
Companys healthcare costs in the future, thus adversely affecting the Companys profitability. We
are currently evaluating the potential impact of the Acts, if any, on our financial condition,
results of operations and cash flows.
57
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended June 30, 2010
Item 3 Quantitative and Qualitative Disclosures About Market Risk
Foreign Currency Risk
Our earnings and cash flows are subject to fluctuations due to changes in currency exchange rates.
We are exposed to foreign currency exchange rate fluctuations when subsidiaries with functional
currencies other than the U.S. dollar (USD) are translated into the Companys USD consolidated
financial statements. As exchange rates vary, those results, when translated, may vary from
expectations and adversely impact overall expected profitability. The cumulative translation
effects for subsidiaries with functional currencies other than the U.S. dollar are included in AOCI
in shareholders equity. Movements in non-U.S. dollar currency exchange rates may negatively or
positively affect our competitive position, as exchange rate changes may affect business practices
and/or pricing strategies of non-U.S. based competitors.
We employ a foreign currency risk management program that periodically utilizes derivative
instruments to protect its interests from unanticipated fluctuations in earnings and cash flows
caused by volatility in currency exchange rates. Option and forward hedge contracts are used to
hedge intercompany receivables and payables, and transactions initiated in the United States that
are denominated in foreign currency. The Company also periodically employs foreign exchange forward
contracts to hedge net investments in foreign operations.
We serve a number of U.S.-based clients using customer contact management center capacity in the
Philippines and Canada, which are within our Americas segment. Although the contracts with these
clients are priced in U.S. dollars, a substantial portion of the costs incurred to render services
under these contracts are denominated in Philippine pesos (PHP) and the Canadian dollar (CAD),
which represent a foreign exchange exposure. As of June 30, 2010, we have hedged a portion of our
exposure related to the anticipated cash flow requirements denominated in PHP and CAD by entering
into foreign currency hedge contracts with counterparties to acquire a total of PHP 4.5 billion
through September, 2011 and a total of CAD 7.9 million through December 2010, which approximates
55% and 75% of our exposure related to these anticipated cash flow requirements denominated in PHP
and CAD, respectively. The fair value of these hedge contracts as of June 30, 2010 is presented in
Note 5 of the accompanying Condensed Consolidated Financial Statements. The potential loss in fair
value at June 30, 2010, for these contracts resulting from a hypothetical 10% adverse change in the
foreign currency exchange rates is approximately $3.6 million. However, this loss would be
mitigated by corresponding gains on the underlying exposures.
Periodically, we hedge the net assets of certain international subsidiaries (net investment hedges)
using foreign currency forward contracts to offset the translation and economic exposures related
to our investments in these subsidiaries. As of June 30, 2010, we hedged a portion of our net
investment in foreign operations denominated in Euro Dollar (EUR) with forward contracts totaling
EUR 39 million through August 10, 2010. The potential loss in fair value at June 30, 2010, for
these contracts resulting from a hypothetical 10% adverse change in the foreign currency exchange
rates is approximately $4.9 million. However, this loss would be mitigated by corresponding gains
on the underlying exposures.
Additionally, we periodically enter into forward exchange contracts that are not designated as
hedges. The purpose of these derivative instruments is to protect our interests against adverse
foreign currency moves pertaining to intercompany receivables and payables, and other assets and
liabilities that are denominated in currencies other than our subsidiaries functional currencies.
As of June 30, 2010, the fair value of these derivatives was a net payable of $1.8 million.
See Note 5 of the accompanying Condensed Consolidated Financial Statements for further information
on these derivative instruments.
In July 2010 to hedge intercompany forecasted cash outflows, we entered into forward contracts to
sell 5.5 million Canadian dollars at fixed prices of U.S. $5.3 million to settle in August 2010, to
sell 9.5 million Euro at fixed prices of U.S. $12.1 million to settle in August 2010 and to sell
702.0 million PHP at fixed prices of U.S. $15.2 million to settle in August 2010.
58
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended June 30, 2010
We evaluate the credit quality of potential counterparties to derivative transactions and only
enter into contracts with those considered to have minimal credit risk. We periodically monitor
changes to counterparty credit quality as well as our concentration of credit exposure to
individual counterparties. We do not use derivative instruments for trading or speculative
purposes.
Interest Rate Risk
Our exposure to interest rate risk results from variable debt outstanding under our New Credit
Agreement, including the $75.0 million term loan and the $75.0 million revolving credit facility.
We pay interest on outstanding borrowings at interest rates that fluctuate based upon changes in
various base rates. During the quarter ended June 30, 2010, we had no debt outstanding under the
revolving credit facility and $52.5 million in borrowings outstanding under our term loan at June
30, 2010. Based on our level of variable rate debt outstanding during 2010, a one-point increase in
the weighted average interest rate, which generally equals the Eurodollar rate plus an applicable
margin, would have increased interest expense by $0.3 million for the six months ended June 30,
2010. We have not historically used derivative instruments to manage exposure to changes in
interest rates.
Fluctuations in Quarterly Results
For the year ended December 31, 2009, quarterly revenues as a percentage of total consolidated
annual revenues were approximately 24%, 25%, 25% and 26%, respectively, for each of the respective
quarters of the year. We have experienced and anticipate that in the future we will experience
variations in quarterly revenues. The variations are due to the timing of new contracts and renewal
of existing contracts, the timing and frequency of client spending for customer contact management
services, non-U.S. currency fluctuations, and the seasonal pattern of customer contact management
support and fulfillment services.
Item 4 Controls and Procedures
As of June 30, 2010, under the direction of our Chief Executive Officer and Chief Financial
Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rule 13a 15(e) under the Securities Exchange Act of 1934, as amended.
Our disclosure controls and procedures are designed to provide reasonable assurance that the
information required to be disclosed in our SEC reports is recorded, processed, summarized and
reported within the time period specified by the SECs rules and forms, and is accumulated and
communicated to management, including our Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required disclosure. We concluded that, as of June
30, 2010, our disclosure controls and procedures were effective at the reasonable assurance level.
There were no changes in our internal controls over financial reporting during the quarter ended
June 30, 2010 that have materially affected, or are reasonably likely to materially affect, our
internal controls over financial reporting, except for the change discussed under Change in
Internal Control over Financial Reporting below.
Change in Internal Control over Financial Reporting
On February 2, 2010, we acquired ICT. We are currently integrating policies, processes, people,
technology and operations for the combined companies. Management will continue to evaluate our
internal control over financial reporting as we execute our integration activities.
59
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended June 30, 2010
Part
II OTHER INFORMATION
Item 1
Legal Proceedings
We have previously disclosed regulatory sanctions assessed against our Spanish subsidiary relating
to the alleged inappropriate acquisition of personal information in connection with two outbound
client contracts. In order to appeal these claims, we issued a bank guarantee of $0.9 million.
During the year ended December 31, 2008, $0.4 million of the bank guarantee was returned to the
Company. The remaining balance of the bank guarantee of $0.5 million is included as restricted cash
in Deferred charges and other assets in the accompanying Condensed Consolidated Balance Sheets as
of June 30, 2010 ($0.9 million as of June 30, 2009). We will continue to vigorously defend these
matters. However, due to further progression of several of these claims within the Spanish court
system, and based upon opinion of legal counsel regarding the likely outcome of several of the
matters before the courts, we accrued a provision in the amount of $1.3 million as of June 30, 2010
and December 31, 2009 under ASC 450 Contingencies because we now believe that a loss is probable
and the amount of the loss can be reasonably estimated as to three of the subject claims. There is
currently one other related claim which is under appeal, but we have not accrued any amounts
related to that claim because we do not currently believe a loss is probable, and it is not
currently possible to reasonably estimate the amount of any loss related to that claim.
From time to time, we are involved in legal actions arising in the ordinary course of business.
With respect to these matters, we believe that we have adequate legal defenses and/or provided
adequate accruals for related costs such that the ultimate outcome will not have a material adverse
effect on our future financial position or results of operations.
Item 2
Unregistered Sales of Equity Securities and Use of Proceeds
Below is a summary of stock repurchases for the quarter ended June 30, 2010 (in thousands, except
average price per share). See Note 11, Earnings Per Share, to the Condensed Consolidated Financial
Statements for information regarding our stock repurchase program.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of |
|
Maximum Number |
|
|
Total |
|
Average |
|
Shares Purchased |
|
of Shares That May |
|
|
Number of |
|
Price |
|
as Part of Publicly |
|
Yet Be Purchased |
|
|
Shares |
|
Paid Per |
|
Announced Plans |
|
Under Plans or |
Period |
|
Purchased(1) |
|
Share |
|
or Programs |
|
Programs |
|
April 1, 2010 - April 30, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,098 |
|
May 1, 2010 - May 31, 2010 |
|
|
150 |
|
|
|
17.42 |
|
|
|
150 |
|
|
|
948 |
|
June 1, 2010 - June 30, 2010 |
|
|
150 |
|
|
|
17.33 |
|
|
|
150 |
|
|
|
798 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
300 |
|
|
|
|
|
|
|
300 |
|
|
|
798 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
All shares purchased as part of a repurchase plan publicly announced
on August 5, 2002. Total number of shares approved for repurchase under the plan was 3.0 million
with no expiration date. |
60
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended June 30, 2010
Item 6
Exhibits
The following documents are filed as an exhibit to this Report:
|
10.1 |
|
First Amendment Agreement, dated April 23, 2010 to Credit Agreement,
dated February 2, 2010 between Sykes Enterprises, Incorporated, the
lenders party thereto and KeyBank National Association, as Lead
Arranger, Sole Book Runner and Administrative Agent. |
|
|
10.2 |
|
Second Amendment Agreement, dated July 16, 2010 to Credit Agreement,
dated February 2, 2010 between Sykes Enterprises, Incorporated, the
lenders party thereto and KeyBank National Association, as Lead
Arranger, Sole Book Runner and Administrative Agent. |
|
|
15 |
|
Awareness letter. |
|
|
31.1 |
|
Certification of Chief Executive Officer, pursuant to Rule 13a-14(a). |
|
|
31.2 |
|
Certification of Chief Financial Officer, pursuant to Rule 13a-14(a). |
|
|
32.1 |
|
Certification of Chief Executive Officer, pursuant to 18 U.S.C. §1350. |
|
|
32.2 |
|
Certification of Chief Financial Officer, pursuant to 18 U.S.C. §1350. |
61
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended June 30, 2010
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.
|
|
|
|
|
|
|
|
|
SYKES ENTERPRISES, INCORPORATED
(Registrant) |
|
|
|
|
|
|
|
|
|
Date: August 4, 2010
|
|
By:
|
|
/s/ W. Michael Kipphut |
|
|
|
|
W. Michael Kipphut
|
|
|
|
|
Senior Vice President and Chief Financial Officer |
|
|
|
|
(Principal Financial and Accounting Officer) |
|
|
62
EXHIBIT INDEX
|
|
|
Exhibit |
|
|
Number |
|
|
10.1
|
|
First Amendment Agreement, dated April 23, 2010 to Credit Agreement,
dated February 2, 2010 between Sykes Enterprises, Incorporated, the
lenders party thereto and KeyBank National Association, as Lead
Arranger, Sole Book Runner and Administrative Agent. |
|
|
|
10.2
|
|
Second Amendment Agreement, dated July 16, 2010 to Credit Agreement,
dated February 2, 2010 between Sykes Enterprises, Incorporated, the
lenders party thereto and KeyBank National Association, as Lead
Arranger, Sole Book Runner and Administrative Agent. |
|
|
|
15
|
|
Awareness letter. |
|
|
|
31.1
|
|
Certification of Chief Executive Officer, pursuant to Rule 13a-14(a). |
|
|
|
31.2
|
|
Certification of Chief Financial Officer, pursuant to Rule 13a-14(a). |
|
|
|
32.1
|
|
Certification of Chief Executive Officer, pursuant to 18 U.S.C. §1350. |
|
|
|
32.2
|
|
Certification of Chief Financial Officer, pursuant to 18 U.S.C. §1350. |