SYKES ENTERPRISES, INCORPORATED
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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Annual Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 |
For the fiscal year ended December 31, 2006
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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 Number 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 N. Ashley Drive, Tampa, Florida
(Address of principal executive offices)
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33602
(Zip Code) |
(813) 274-1000
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
Common Stock $.01 Par Value
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Name of each exchange on which registered
NASDAQ Stock Market, LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act.
Yes
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13
or Section 15(d) of the Exchange Act.
Yes
o
No
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Act (Check one):
Large accelerated filer o Accelerated filer þ Non-accelerated filer o
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
The aggregate market value of the shares of voting common stock held by non-affiliates of the
Registrant computed by reference to the closing sales price of such shares on the NASDAQ Global
Select Market on June 30, 2006, the last business day of the Registrants most recently completed
second fiscal quarter, was $644,605,270.
As of February 23, 2007, there were 40,609,450 outstanding shares of common stock.
DOCUMENTS INCORPORATED BY REFERENCE:
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Documents
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Form 10-K Reference |
Portions of the Proxy Statement for the year 2007
Annual Meeting of Shareholders
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Part III Items 1014 |
PART I
Item 1. Business
General
Sykes Enterprises, Incorporated and consolidated subsidiaries (SYKES, our, us or we)
is a global leader in providing outsourced customer contact management solutions and services in
the business process outsourcing (BPO) arena. We provide an array of sophisticated customer
contact management solutions to a wide range of clients including Fortune 1000 companies, medium
sized businesses, and public institutions around the world, primarily in the communications,
technology/consumer, financial services, healthcare, and transportation and leisure industries. We
serve our clients through two geographic operating regions: the Americas (United States, Canada,
Latin America, India and the Asia Pacific Rim) and EMEA (Europe, Middle East and Africa). Our
Americas and EMEA groups primarily provide 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 our clients customers. These
services are delivered through multiple communications channels including phone, e-mail, Web and
chat. We also provide various enterprise support services in the United States that include
services for our clients internal support operations, from technical staffing services to
outsourced corporate help desk services. In Europe, we also provide fulfillment services including
multilingual sales order processing via the Internet and phone, inventory control, product delivery
and product returns handling. (See Note 21 to the accompanying Consolidated Financial Statements for information on our segments.) Our complete service offering helps our clients acquire, retain and
increase the value of their customer relationships. We have developed an extensive global reach
with customer contact management centers throughout the United States, Canada, Europe, Latin
America, Asia and Africa. SYKES delivers cost-effective solutions that enhance the customer service
experience, promote stronger brand loyalty, and bring about high levels of performance and
profitability.
SYKES was founded in 1977 in North Carolina and moved its headquarters to Florida in 1993. In
March 1996, we changed our state of incorporation from North Carolina to Florida. Our headquarters
are located at 400 North Ashley Drive, 28th Floor, Tampa, Florida 33602, and our telephone number
is (813) 274-1000.
Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K,
and amendments to those reports, as well as our proxy statements and other materials which are
filed with or furnished to the Securities and Exchange Commission (SEC) are made available, free
of charge, on or through our Internet website at www.sykes.com/investors.asp under the heading
Financial Reports SEC Filings, as soon as reasonably practicable after they are filed with, or
furnished to, the SEC.
Industry Overview
According to industry analysts at Datamonitor, the outsourced customer contact management
solutions market was estimated for the United States, Western Europe and the rest of the world to
be approximately $13.8 billion, $6.0 billion and $4.0 billion in 2006, respectively. Also, the five
primary verticals in which we participate communications, technology/consumer, financial
services, healthcare and transportation and leisure constitute approximately 80% of the total
worldwide market. We believe that growth for outsourced customer contact management solutions and
services will be fueled by the trend of global Fortune 1000 companies and medium sized businesses
turning to outsourcers to provide high quality, cost-effective, value added customer contact
management solutions. Increasingly they are moving toward integrated solutions that consist of a
combination of support from our onshore markets in the United States, Canada and Europe and
offshore markets in the Asia Pacific Rim and Latin America.
In todays ever-changing marketplace, companies require innovative customer contact management
solutions that allow them to enhance the end users experience with their products and services,
strengthen and enhance their company brands, maximize the lifetime value of their customers, turn
cost centers into profit centers, efficiently and effectively deliver human interaction when
customers value it most, and deploy best in-class customer management strategies, processes and
technologies.
Global competition, pricing pressures, softness in the global economy and rapid changes in
technology are making it increasingly difficult for companies to cost effectively maintain the
in-house personnel necessary to handle all their customer contact management needs. As a result,
companies are increasingly turning to outsourcers
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to perform specialized functions and services in the customer contact management arena. By working
in a partnership with outsourcers, companies can ensure that the crucial task of retaining and
growing their customer base is addressed.
Companies outsource customer contact management solutions for various reasons, including the
need to focus on core competencies, to drive service excellence and execution, to achieve cost
savings, to scale and grow geographies and niche markets and to efficiently allocate capital within
their organizations.
To address these needs, SYKES offers full, global customer contact management solutions that
focus on proactively identifying and solving our clients business challenges. We provide
consistent high-value support for our clients customers across the globe in a multitude of
languages, leveraging our dynamic, secure communications infrastructure and our global footprint
that reaches across 18 countries. This global footprint includes established operations in both
onshore and offshore geographic markets where companies have access to high quality customer
contact management solutions at lower costs compared to other markets.
Business Strategy
Our goal is to provide enhanced customer contact management solutions and
services in a proactive and responsive manner, acting as a partner in our clients business. We
anticipate trends and deliver new ways of growing our clients customer satisfaction and retention
rates, thus profit, through timely, insightful and proven solutions.
Our business strategy encompasses building long-term client relationships, capitalizing on our
expert worldwide response team, leveraging our depth of relevant experience and expanding both
organically and through acquisitions. The principles of this strategy include the following:
Build Long-term Client Relationships Through Service Excellence. We believe that providing
high-value, high-quality service is critical in our clients decisions to outsource and in building
long-term relationships with our clients. To ensure service excellence and consistency across each
of our centers globally, we implemented an internally developed quality program titled the SYKES
Standard of Excellence (SSE). This quality certification standard is a compilation of more than
25 years of experience and best practices from industry standards such as the Malcolm Baldrige
National Quality Award and COPC (Customer Operations Performance Center Inc.) along with our
standard operating procedures. Every customer contact management center strives to meet or exceed
the criteria set forth by SSE, which address leadership, hiring and training, performance
management down to the agent level, forecasting and scheduling, and the client relationship
including continuous improvement, disaster recovery plans and feedback.
Capitalize on an Expert Worldwide Response Team. Companies are demanding a customer contact
management solution that is global in nature one of our key strengths. In addition to our network
of customer contact management centers throughout North America and Europe, we continue to develop
our global delivery model with operations in the Philippines, The Peoples Republic of China, Costa
Rica, El Salvador and Argentina, offering our clients a secure, high quality solution tailored to
the needs of their diverse and global markets. We continue to expand our global footprint, adding
centers in Argentina in 2006.
Maintain a Competitive Advantage Through Our Depth of Relevant Experience in Technology
Solutions. For more than 25 years, SYKES has been an innovative pioneer in delivering customer
contact management solutions. We seek to maintain a competitive advantage and differentiation by
utilizing technology in new and creative ways to consistently deliver innovative service solutions,
ultimately enhancing the clients relationship with its customers and generating revenue growth.
This includes knowledge solutions for agents and end customers, automatic call distributors,
intelligent call routing and workforce management capabilities based on agent skill and
availability, call tracking software, quality management systems and computer-telephony integration
(CTI). CTI enables our customer contact management centers to serve as transparent extensions for
our clients, receive telephone calls and data directly from our clients systems, and report
detailed information concerning the status and results of our services on a daily basis.
Through strategic technology relationships, we are able to provide fully integrated
communication services encompassing e-mail, chat and Web self-service platforms. In addition, the
European deployment of Global Direct, our customer relationship management (CRM)/ e-commerce
application utilized within the fulfillment operations,
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establishes a platform whereby our clients can manage all customer profile and contact information
from every communication channel, making it a viable customer-facing infrastructure solution to
support their CRM initiatives.
We are also continuing to capitalize on sophisticated and specialized technological
capabilities, including our current private ATM network that provides us the ability to manage call
volumes more efficiently by load balancing calls and data between customer contact management
centers over the same network. Our converged voice and data ATM communications network provides a
high-quality, fault tolerant global network for the transport of Voice Over Internet Protocol
communications and fully integrates with emergent Internet Protocol telephony systems as well as
traditional Time Domain Multiplexing telephony systems. Our flexible, secure and scalable network
infrastructure allows us to rapidly respond to changes in client voice and data traffic and quickly
establish support operations for new and existing clients.
Continue to Grow Our Business Organically and through Acquisitions. We have grown our customer
contact management outsourcing operations utilizing a strategy of both internal organic growth and
external acquisitions. This strategy has resulted in an increase from three U.S. customer contact
management centers in 1994 to 41 customer contact management centers worldwide as of the end of
2006. Given the fragmented nature of the customer contact management industry, there may be other
companies that could bring us certain complementary competencies. Acquisition candidates that can,
among other competencies, expand our service offerings, broaden our geographic footprint, allow us
access to new technology and are synergistic in nature will be given consideration. We have and
will continue to explore these options upon identification of strategic opportunities.
Growth Strategy
Applying the key principles of our business strategy, we execute our growth strategy by
focusing on increasing seat capacity and utilization rates, increasing share of seats within
existing clients, advancing horizontal service offerings and add-on enhancements, diversifying
verticals and expanding service lines and continuing to focus on emerging markets.
Increasing Seat Capacity Growth and Utilization. As our business model employs seat capacity
to deliver customer contact management support, seat capacity growth is one of the keys drivers of
our revenues. Accompanying this growth in seat capacity is the utilization of those seats.
Increasing Share of Seats within Existing Clients. We provide customer contact management
support to over 100 multinational companies. With this client list, we have the opportunity to grow
our share of SYKES client base. We strive to achieve this by winning a greater share of our
clients in-house seats as well as gain share from our competitors by providing consistently high
quality of service.
Advancing Horizontal Service Offerings and Add-On Enhancements. To improve both revenue and
margin expansion, we will continue to introduce new service offerings and add-on enhancements.
Bi-lingual customer support offering and back office services are examples of horizontal service
offerings, while data analytics and process improvement products are examples of add-on
enhancements. In 2007, we expect to leverage our offshore infrastructure to drive discrete back
office services.
Diversifying Verticals and Expanding Service Lines. To mitigate the impact of economic and
product cycles on our growth rate, we continue to seek ways to diversify into verticals and service
lines that have countercyclical features and healthy growth rates. We are currently targeting
three verticals for growth: communications, financial services and healthcare. Our focus in 2007 is
on service lines within those verticals such as cable broadband, wireless services, retail banking
and credit card/consumer fraud protection. Within the healthcare vertical we are focusing on ways
of leveraging our Canadian telemedicine and employee assistance programs within the United States
market.
Continuing to Focus on Emerging Markets. As part of our growth strategy, we use SYKES
delivery model to service core markets in the United States, Canada and Europe. The United States,
for instance, is a core market which is partly served by offshore customer contact management
centers across the Asia Pacific Rim and Latin America regions. As countries in these regions
experience rising living standards due to globalization, we are poised to leverage our centers to
serve the emerging markets in these regions. Given the validation of our emerging markets strategy
in China and the recent acquisition in Argentina, which serves as both a delivery platform and a
market itself, we expect to transfer that success to four new emerging countries over time and
continue to penetrate existing emerging markets.
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Services
We specialize in providing inbound outsourced customer contact management solutions in the BPO
arena on a global basis. Our customer contact management services are provided through two
operating segments the Americas and EMEA. The Americas region, representing 67.4% of consolidated
revenues in 2006, includes the United States, Canada, Latin America and the Asia Pacific Rim. The
sites within Latin America and the Asia Pacific Rim are included in the Americas region as they
provide a significant service delivery vehicle for U.S. based companies that are utilizing our
customer contact management solutions in these locations to support their customer care needs. The
EMEA region, representing 32.6 % of consolidated revenues in 2006, includes Europe, the Middle East
and Africa. For further information about segments, see Note 21, Segments and Geographic
Information, to the Consolidated Financial Statements. The following is a description of our
customer contact management solutions:
Outsourced Customer Contact Management Services. Our outsourced customer contact management
services represented approximately 95% of total 2006 consolidated revenues. Every year, we handle
over 100 million customer contacts including phone, e-mail, Web and chat throughout the Americas
and EMEA regions. We provide these services utilizing our advanced technology infrastructure, human
resource management skills and industry experience. These services include:
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Customer care Customer care contacts primarily include product
information requests, describing product features, activating
customer accounts, resolving complaints, handling billing
inquiries, changing addresses, claims handling,
ordering/reservations, prequalification and warranty management,
providing health information and roadside assistance; |
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Technical support Technical support contacts primarily include
handling inquiries regarding hardware, software, communications
services, communications equipment, Internet access technology and
Internet portal usage; and |
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Acquisition Our acquisition services are primarily focused on
inbound up-selling/cross-selling of our clients products and
services. |
We provide these services, primarily inbound customer calls, through our extensive global
network of customer contact management centers, where our customer contact agents provide support
in a multitude of languages. Our technology infrastructure and managed service solutions allow for
effective distribution of calls to one or more centers. These technology offerings provide our
clients and us with the leading edge tools needed to maximize quality and customer satisfaction
while controlling and minimizing costs.
Fulfillment Services. In Europe, we offer fulfillment services that are fully integrated with
our customer care and technical support services. Our fulfillment solutions include multilingual
sales order processing via the Internet and phone, payment processing, inventory control, product
delivery and product returns handling.
Enterprise Support Services. In the United States, we provide a range of enterprise support
services including technical staffing services and outsourced corporate help desk solutions.
Operations
Customer
Contact Management Centers. We operate across 18 countries and 41 stand-alone
customer contact management centers, which breakdown as follows: 18 centers across Europe and South
Africa, eight centers in the United States, one center in Canada and 14 centers offshore, including
The Peoples Republic of China, the Philippines, Costa Rica, El Salvador and Argentina.
In an effort to stay ahead of industry off-shoring trends, we opened our first customer
contact management centers in the Philippines and Costa Rica over eight years ago. By 2006, we
expanded to seven centers in the Philippines, two in Costa Rica, two in The Peoples Republic of
China, one in El Salvador and two in Argentina.
We utilize a sophisticated workforce management system to provide efficient scheduling of
personnel. Our internally developed digital private communications network complements our
workforce by allowing for effective call volume management and disaster recovery backup. Through
this network and our dynamic intelligent call routing capabilities, we can rapidly respond to
changes in client call volumes and move call volume traffic based on agent availability and skill
throughout our network of centers, improving the responsiveness and productivity of our agents. We
also can offer cost competitive solutions for taking calls to our offshore locations.
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Our sophisticated data warehouse captures and downloads customer contact information for
reporting on a daily, real time and historical basis. This data provides our clients with direct
visibility into the services that we are providing for them. The data warehouse supplies
information for our performance management systems such as our agent scorecarding application,
which provides management with the information required for effective management of our operations.
Our customer contact management centers are protected by a fire extinguishing system, backup
generators with significant capacity and 24 hour refueling contracts and short-term battery backups
in the event of a power outage, reduced voltage or a power surge. Rerouting of call volumes to
other customer contact management centers is also available in the event of a telecommunications
failure, natural disaster or other emergency. Security measures are imposed to prevent unauthorized
physical access. Software and related data files are backed up daily and stored off site at
multiple locations. We carry business interruption insurance covering interruptions that might
occur as a result of certain types of damage to our business.
Fulfillment Centers. We currently have three fulfillment centers located in Europe. We provide
our fulfillment services primarily to certain clients operating in Europe who desire this
complementary service in connection with outsourced customer contact management services.
Enterprise Support Services Offices. Our two enterprise support services offices are located
in metropolitan areas in the United States to provide a recruiting platform for high-end knowledge
workers and to establish a local presence to service major accounts.
Quality Assurance
We believe that providing consistent high quality service is critical in our clients
decisions to outsource and in building long-term relationships with our clients. It is also our
belief and commitment that quality is the responsibility of each individual at every level of the
organization. To ensure service excellence and continuity across our organization, we have
developed an integrated Quality Assurance program consisting of three major components:
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The certification of client accounts and customer contact management centers to the SSE program; |
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The application of continuous improvement through application of our Data Analytics and Six Sigma techniques; and |
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The application of process audits to all work procedures. |
The SSE program is a quality certification standard that was developed based on
our more than 25 years of experience, and best practices from industry standards such as the
Malcolm Baldridge National Quality Award and COPC. It specifies the requirements that must be met
in each of our customer contact management centers including measured performance against our
standard operating procedures. It has a well-defined auditing process that ensures compliance with
the SSE standards. Our focus is on quality, predictability and consistency over time, not just
point in time certification.
The application of continuous improvement is established by SSE and is based upon the
five-step Six Sigma cycle, which we have tuned to apply specifically to our service industry. All
managers are responsible for continuous improvement in their operations.
Process audits are used to verify that processes and procedures are consistently executed as
required by established documentation. Process audits are applicable to services being provided for
the client and internal procedures.
Sales and Marketing
Our sales and marketing objective is to leverage our expertise and global presence to develop
long-term relationships with existing and future clients. Our customer contact management solutions
have been developed to help our clients acquire, retain and increase the value of their customer
relationships. Our plans for increasing our visibility include market focused advertising,
consultative personal visits with existing and potential clients, participation in market specific
trade shows and seminars, speaking engagements, articles and white papers, and our website.
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Our sales force is composed of business development managers who pursue new business
opportunities and strategic account managers who manage and grow relationships with existing
accounts. We emphasize account development to strengthen relationships with existing clients.
Business development management and strategic account managers are assigned to markets in their
area of expertise in order to develop a complete understanding of each clients particular needs,
to form strong client relationships and encourage cross-selling of our other service offerings. We
have inside customer sales representatives who receive customer inquiries and who provide outbound
lead generation for the business development managers. We also have relationships with channel
partners including systems integrators, software and hardware vendors and value-added resellers,
where we pair our solutions and services with their product offering or focus. We plan to maintain
and expand these relationships as part of our sales and marketing strategy.
As part of our marketing efforts, we invite existing and potential clients to visit our
customer contact management centers, where we can demonstrate the expertise of our skilled staff in
partnering to deliver new ways of growing clients customer satisfaction and retention rates, thus
profit, through timely, insightful and proven solutions. During these visits, we demonstrate our
ability to quickly and effectively support a new client or scale business from an existing client
by emphasizing our systematic approach to implementing customer contact solutions throughout the
world.
Clients
In 2006, we provided service to hundreds of clients from our locations in the United States,
Canada, Latin America, Europe, the Philippines, The Peoples Republic of China, India and South
Africa. These clients are Fortune 1000 corporations, medium sized businesses and public
institutions, which span the communications, technology/consumer, financial services, healthcare,
and transportation and leisure industries. Revenue by vertical market for 2006, as a percentage of
our consolidated revenues, was 36% for communications, 30% for technology/consumer, 11% for
financial services, 7% for healthcare, 6% for transportation and leisure, and 10% for all other
vertical markets, including government-related and utilities. We believe our globally recognized
client base presents opportunities for further cross marketing of our services.
Although no client represented 10% or more of 2006 consolidated revenues, our top ten clients
accounted for approximately 42% of our consolidated revenues in 2006, a decrease from 44% in 2005.
The loss of (or the failure to retain a significant amount of business with) any of our key clients
could have a material adverse effect on our performance. Many of our contracts contain penalty
provisions for failure to meet minimum service levels and are cancelable by the client at any time
or on short notice. Also, clients may unilaterally reduce their use of our services under our
contracts without penalty.
Competition
The industry in which we operate is global, therefore highly fragmented and extremely
competitive. While many companies provide customer contact management solutions and services, we
believe no one company is dominant in the industry.
In most cases, our principal competition stems from our existing and potential clients
in-house customer contact management operations. When it is not the in-house operations of a
client, our public and private direct competition includes TeleTech, Sitel (which was acquired by
Client Logic in 2007), APAC Customer Services, ICT Group, Client Logic, Convergys, West
Corporation, Stream, PeopleSupport, 24/7 Customer, vCustomer, eTelecare, Atento, SR
Teleperformance, and NCO Group as well as the customer care arm of such companies as Accenture,
Wipro, Infosys EDS and IBM. There are other numerous and varied providers of such services,
including firms specializing in various CRM consulting, other customer management solutions
providers niche or large market companies, as well as product distribution companies that provide
fulfillment services. Some of these companies possess substantially greater resources, greater name
recognition and a more established customer base than SYKES.
We believe that the most significant competitive factors in the sale of outsourced customer
contact management services include service quality, tailored value added service offerings,
industry experience, advanced technological capabilities, global coverage, reliability,
scalability, security and price. As a result of intense competition, outsourced customer contact
management solutions and services frequently are subject to pricing pressure. Clients also require
outsourcers to be able to provide services in multiple locations. Competition for contracts for
many of our services takes the form of competitive bidding in response to requests for proposals.
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Intellectual Property
We rely upon a combination of contract provisions and trade secret laws to protect the
proprietary technology we use at our customer contact management centers and facilities. We also
rely on a combination of copyright, trademark and trade secret laws to protect our proprietary
software. We attempt to further protect our trade secrets and other proprietary information through
agreements with employees and consultants. We do not hold any patents and do not have any patent
applications pending. There can be no assurance that the steps we have taken to protect our
proprietary technology will be adequate to deter misappropriation of our proprietary rights or
third-party development of similar proprietary software. Sykes®, REAL PEOPLE. REAL
SOLUTIONS.® and Sykes Answerteam ® are our registered service marks. We hold
a number of registered trademarks, including ETSC ®, FS PRO ® and FS PRO
MARKETPLACE ®.
Employees
At January 31, 2007, we had approximately 26,210 employees worldwide, consisting
of 24,270 customer contact agents handling technical and customer support inquiries at our centers,
1,720 in management, administration, finance and sales and marketing, 90 in enterprise support
services, and 130 in fulfillment services. Our employees, with the exception of approximately 640
employees in Argentina and various European countries, are not represented by a labor union and we
have never suffered an interruption of business as a result of a labor dispute. We consider our
relations with our employees to be good.
We employ personnel through a continually updated recruiting network. This network includes a
seasoned team of recruiters, competency-based selection standards and a global sourcing library to
access qualified candidates through proven recruiting techniques. However, demand for qualified
professionals with the required language and technical skills may exceed supply, as new skills are
needed to keep pace with the requirements of customer engagements. Competition for such personnel
is intense and employee turnover in this industry is high.
Executive Officers
The following table provides the names and ages of our executive officers, and the positions
and offices currently held by each of them:
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Principal Position |
Charles E. Sykes
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43 |
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President and Chief Executive Officer |
W. Michael Kipphut
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53 |
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Senior Vice President and Chief Financial Officer |
James C. Hobby
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56 |
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Senior Vice President, Global Operations |
Jenna R. Nelson
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43 |
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Senior Vice President, Human Resources |
Daniel L. Hernandez
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40 |
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Senior Vice President, Global Strategy |
David L. Pearson
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48 |
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Senior Vice President and Chief Information Officer |
Lawrence R. Zingale
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51 |
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Senior Vice President, Global Sales and Client Management |
James T. Holder
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48 |
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Senior Vice President, General Counsel and Corporate Secretary |
William N. Rocktoff
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44 |
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Vice President and Corporate Controller |
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Charles E. Sykes joined SYKES in 1986 and was named President and Chief Executive Officer in
August 2004. From July 2003 to August 2004, Mr. Sykes was the Chief Operating Officer. From March
2000 to June 2001, Mr. Sykes was Senior Vice President, Marketing and in June 2001 he was appointed
to the position of General Manager, Senior Vice President the Americas. From December 1996 to
March 2000, he served as Vice President, Sales and held the position of Regional Manager of the
Midwest Region for Professional Services from 1992 until 1996.
W. Michael Kipphut, C.P.A., joined SYKES in March 2000 as Vice President and Chief Financial
Officer and was named Senior Vice President and Chief Financial officer in June 2001. From
September 1998 to February 2000, Mr. Kipphut held the position of Vice President and Chief
Financial Officer for USA Floral Products, Inc., a publicly held worldwide perishable products
distributor. From September 1994 until September 1998, Mr. Kipphut held the position of Vice
President and Treasurer for Spalding & Evenflo Companies, Inc., a global manufacturer of consumer
products. Previously, Mr. Kipphut held various financial positions including Vice President and
Treasurer in his 17 years at Tyler Corporation, a publicly held diversified holding company.
James C. Hobby joined SYKES in August 2003 as Senior Vice President, the Americas, overseeing
the daily operations, administration and development of SYKES customer care and enterprise support
operations throughout North America, Latin America, the Asia Pacific Rim and India and was named
Senior Vice President, Global Operations in January 2005. Prior to joining SYKES, Mr. Hobby held
several positions at Gateway, Inc., most recently serving as President of Consumer Customer Care
since August 1999. From January 1999 to August 1999, Mr. Hobby served as Vice President of European
Customer Care for Gateway, Inc. From January 1996 to January 1999, Mr. Hobby served as the Vice
President of European Customer Service Centers at American Express. Prior to January 1996, Mr.
Hobby held various senior management positions in customer care at FedEx Corporation since 1983,
mostly recently serving as Managing Director, European Customer Service Operations.
Jenna R. Nelson joined SYKES in August 1993 and was named Senior Vice President, Human
Resources in July 2001. From January 2001 until July 2001, Ms. Nelson held the position of Vice
President, Human Resources. In August 1998, Ms. Nelson was appointed Vice President, Human
Resources and held the position of Director, Human Resources and Administration from August 1996 to
July 1998. From August 1993 until July 1996, Ms. Nelson served in various management positions
within SYKES, including Director of Administration.
Daniel L. Hernandez joined SYKES in October 2003 as Senior Vice President, Global Strategy
overseeing marketing, public relations, operational strategy and corporate development efforts
worldwide. Prior to joining SYKES, Mr. Hernandez served as President and CEO of SBC Internet
Services, a division of SBC Communications Inc., since March 2000. From February 1998 to March
2000, Mr. Hernandez held the position of Vice President/General Manager, Internet and System
Operations at Ameritech Interactive Media Services. Prior to February 1998, Mr. Hernandez held
various management positions at U S West Communications since joining the telecommunications
provider in 1990.
David L. Pearson joined SYKES in February 1997 as Vice President, Engineering and was named
Vice President, Technology Systems Management in 2000 and Senior Vice President and Chief
Information Officer in August 2004. Prior to SYKES, Mr. Pearson held various engineering and
technical management roles over a fifteen year period, including eight years at Compaq Computer
Corporation and five years at Texas Instruments.
Lawrence R. Zingale joined SYKES in January 2006 as Senior Vice President, Global Sales and
Client Management. Prior to joining SYKES, Mr. Zingale served as Executive Vice President and Chief
Operating Officer of Startek, Inc. since 2002. From December 1999 until November 2001, Mr. Zingale
served as President of the Americas at Stonehenge Telecom, Inc. From May 1997 until November 1999,
Mr. Zingale served as President and COO of International Community Marketing. From February 1980
until May 1997, Mr. Zingale held various senior level positions at AT&T.
James T. Holder, J.D., C.P.A joined SYKES in December 2000 as General Counsel and was named
Corporate Secretary in January 2001, Vice President in January 2004 and Senior Vice President in
December 2006. From November 1999 until November 2000, Mr. Holder served in a consulting capacity
as Special Counsel to Checkers Drive-In Restaurants, Inc., a publicly held restaurant operator and
franchisor. From November 1993 until November 1999, Mr. Holder served in various capacities at
Checkers including Corporate Secretary, Chief Financial Officer and Senior Vice President and
General Counsel.
10
William N. Rocktoff, C.P.A., joined SYKES in August 1997 as Corporate Controller and was named
Treasurer and Corporate Controller in December 1999 and Vice President and Corporate Controller in
March 2002. From November 1989 to August 1997, Mr. Rocktoff held various financial positions,
including Corporate Controller at Kimmins Corporation, a publicly held contracting company.
Item 1A. Risk Factors
Factors Influencing Future Results and Accuracy of Forward Looking Statements
This report contains 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 us, 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 may, expects, projects, anticipates, intends, plans, believes, seeks,
estimates, 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 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: the marketplaces
continued receptivity to our terms and elements of services offered under our standardized contract
for future bundled service offerings; our ability to continue the growth of our service revenues
through additional customer contact management centers; our ability to further penetrate into
vertically integrated markets; our ability to expand revenues within the global markets; our
ability to continue to establish a competitive advantage through sophisticated technological
capabilities, and the following risk factors:
Dependence on Key Clients
We derive a substantial portion of our revenues from a few key clients. Although no client
represented 10% or more of 2006 consolidated revenues, our top ten clients accounted for
approximately 42% of our consolidated revenues in 2006. The loss of (or the failure to retain a
significant amount of business with) any of our key clients could have a material adverse effect on
our business, financial condition and results of operations. Many of our contracts contain penalty
provisions for failure to meet minimum service levels and are cancelable by the client at any time
or on short-term notice. Also, clients may unilaterally reduce their use of our services under
these contracts without penalty. Thus, our contracts with our clients do not ensure that we will
generate a minimum level of revenues.
Risks Associated With International Operations and Expansion
We intend to continue to pursue growth opportunities in markets outside the United States. At
December 31, 2006, our international operations in EMEA and the Asia Pacific Rim were conducted
from 27 customer contact management centers located in Sweden, the Netherlands, Finland, Germany,
South Africa, Scotland, Ireland, Italy, Hungary, Slovakia, Spain, The Peoples Republic of China and
the Philippines. Revenues from these operations for the years ended December 31, 2006, 2005, and
2004, were 52%, 57%, and 59% of consolidated revenues, respectively. We also conduct business from
six customer contact management centers located in Argentina, Canada, Costa Rica and El Salvador.
International operations are subject to certain risks common to international activities, such as
changes in foreign governmental regulations, tariffs and taxes, import/export license requirements,
the imposition of trade barriers, difficulties in staffing and managing international operations,
political uncertainties, longer payment cycles, foreign exchange restrictions that could limit the
repatriation of earnings, possible greater difficulties in accounts receivable collection, economic
instability as well as political and country-specific risks. Additionally, we have been granted tax
holidays in the Philippines, El Salvador, India and Costa Rica, which expire at varying dates from
2007 through 2018. In some cases, the tax holidays expire without possibility of renewal. In other
cases, we expect to renew these tax holidays, but there are no assurances from the respective
foreign governments that they will renew them. This could potentially result in adverse tax
consequences. In 2006, Costa
11
Rican tax holiday benefits were extended through the year 2018. Any one or more of these factors
could have an adverse effect on our international operations and, consequently, on our business,
financial condition and results of operations.
As of December 31, 2006, we had cash balances of approximately $121.9 million held in
international operations, which may be subject to additional taxes if repatriated to the United
States.
We conduct business in various foreign currencies and are therefore exposed to market risk
from changes in foreign currency exchange rates and interest rates, which could impact our results
of operations and financial condition. We are also subject to certain exposures arising from the
translation and consolidation of the financial results of our foreign subsidiaries. We have, from
time to time, taken limited actions, such as using foreign currency forward contracts, to attempt
to mitigate our currency exchange exposure. However, there can be no assurance that we will take
any actions to mitigate such exposure in the future, and if taken, that such actions will be
successful or that future changes in currency exchange rates will not have a material impact on our
future operating results. A significant change in the value of the dollar against the currency of
one or more countries where we operate may have a material adverse effect on our results.
Fundamental Shift Toward Global Service Delivery Markets
Clients are increasingly requiring blended delivery models using a combination of onshore and
offshore support. Our offshore delivery locations include The Peoples Republic of China, the
Philippines, Costa Rica, El Salvador and Argentina, and while we have operated in global delivery
markets since 1996, there can be no assurance that we will be able to successfully conduct and
expand such operations, and a failure to do so could have a material adverse effect on our
business, financial condition, and results of operations. The success of our offshore operations
will be subject to numerous contingencies, some of which are beyond our control, including general
and regional economic conditions, prices for our services, competition, changes in regulation and
other risks. In addition, as with all of our operations outside of the United States, we are
subject to various additional political, economic, and market uncertainties (See Risks Associated
with International Operations and Expansion.). Additionally, a change in the political environment
in the United States or the adoption and enforcement of legislation and regulations curbing the use
of offshore customer contact management solutions and services could effectively have a material
adverse effect on our business, financial condition and results of operations.
Improper Disclosure or Control of Personal Information Could Result in Liability and Harm our
Reputation
Our business involves the use, storage and transmission of information about our employees,
our clients and customers of our clients. While we take measures to protect the security and
privacy of this information and to prevent unauthorized access, it is possible that our security
controls over personal data and other practices we follow may not prevent the improper access to or
disclosure of personally identifiable information. Such disclosure could harm our reputation and
subject us to liability under our contracts and laws that protect personal data, resulting in
increased costs or loss of revenue. Further, data privacy is subject to frequently changing rules
and regulations, which sometimes conflict among the various jurisdictions and countries in which we
provide services. Our failure to adhere to or successfully implement processes in response to
changing regulatory requirements in this area could result in legal liability or impairment to our
reputation in the marketplace.
Existence of Substantial Competition
The markets for many of our services operate on a commoditized basis and are highly
competitive and subject to rapid change. While many companies provide outsourced customer contact
management services, we believe no one company is dominant in the industry. There are numerous and
varied providers of our services, including firms specializing in call center operations, temporary
staffing and personnel placement, consulting and integration firms, and niche providers of
outsourced customer contact management services, many of whom compete in only certain markets. Our
competitors include both companies who possess greater resources and name recognition than we do,
as well as small niche providers that have few assets and regionalized (local) name recognition
instead of global name recognition. In addition to our competitors, many companies who might
utilize our services or the services of one of our competitors may utilize in-house personnel to
perform such services. Increased competition, our failure to compete successfully, pricing
pressures, loss of market share and loss of clients could have a material adverse effect on our
business, financial condition and results of operations.
Many of our large clients purchase outsourced customer contact management services from
multiple preferred
12
vendors. We have experienced and continue to anticipate significant pricing pressure from these
clients in order to remain a preferred vendor. These companies also require vendors to be able to
provide services in multiple locations. Although we believe we can effectively meet our clients
demands, there can be no assurance that we will be able to compete effectively with other
outsourced customer contact management services companies on price. We believe that the most
significant competitive factors in the sale of our core services include the standard requirements
of service quality, tailored value added service offerings, industry experience, advanced
technological capabilities, global coverage, reliability, scalability, security and price.
Inability to Attract and Retain Experienced Personnel May Adversely Impact Our Business
Our business is labor intensive and places significant importance on our ability to recruit,
train, and retain qualified technical and consultative professional personnel. We generally
experience high turnover of our personnel and are continuously required to recruit and train
replacement personnel as a result of a changing and expanding work force. Additionally, demand for
qualified technical professionals conversant in multiple languages, including English, and/or
certain technologies may exceed supply, as new and additional skills are required to keep pace with
evolving computer technology. Our ability to locate and train employees is critical to achieving
our growth objective. Our inability to attract and retain qualified personnel or an increase in
wages or other costs of attracting, training, or retaining qualified personnel could have a
material adverse effect on our business, financial condition and results of operations.
Dependence on Senior Management
Our success is largely dependent upon the efforts, direction and guidance of our senior
management. Our growth and success also depend in part on our ability to attract and retain skilled
employees and managers and on the ability of our executive officers and key employees to manage our
operations successfully. We have entered into employment and non-competition agreements with our
executive officers. The loss of any of our senior management or key personnel, or the inability to
attract, retain or replace key management personnel in the future, could have a material adverse
effect on our business, financial condition and results of operations.
Dependence on Trend Toward Outsourcing
Our business and growth depend in large part on the industry trend toward outsourced customer
contact management services. Outsourcing means that an entity contracts with a third party, such as
us, to provide customer contact services rather than perform such services in-house. There can be
no assurance that this trend will continue, as organizations may elect to perform such services
themselves. A significant change in this trend could have a material adverse effect on our
business, financial condition and results of operations. Additionally, there can be no assurance
that our cross-selling efforts will cause clients to purchase additional services from us or adopt
a single-source outsourcing approach.
Our Strategy of Growing Through Selective Acquisitions and Mergers Involves Potential Risks
We evaluate opportunities to expand the scope of our services through acquisitions and
mergers. We may be unable to identify companies that complement our strategies, and even if we
identify a company that complements our strategies, we may be unable to acquire or merge with the
company. In addition, a decrease in the price of our common stock could hinder our growth strategy
by limiting growth through acquisitions funded with SYKES stock.
Our acquisition strategy involves other potential risks. These risks include:
§ |
|
The inability to obtain the capital required to finance potential acquisitions on satisfactory terms; |
§ |
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The diversion of our attention to the integration of the businesses to be acquired; |
§ |
|
The risk that the acquired businesses will fail to maintain the quality of services that we have historically provided; |
§ |
|
The need to implement financial and other systems and add management resources; |
§ |
|
The risk that key employees of the acquired business will leave after the acquisition; |
§ |
|
Potential liabilities of the acquired business; |
§ |
|
Unforeseen difficulties in the acquired operations; |
§ |
|
Adverse short-term effects on our operating results; |
§ |
|
Lack of success in assimilating or integrating the operations of acquired businesses within our business; |
§ |
|
The dilutive effect of the issuance of additional equity securities; |
13
§ |
|
The impairment of goodwill and other intangible assets involved in any acquisitions; |
§ |
|
The businesses we acquire not proving profitable; and |
§ |
|
Potentially incurring additional indebtedness. |
Uncertainties Relating to Future Litigation
We cannot predict whether any material suits, claims, or investigations may arise in the
future. Regardless of the outcome of any future actions, claims, or investigations, we may incur
substantial defense costs and such actions may cause a diversion of management time and attention.
Also, it is possible that we may be required to pay substantial damages or settlement costs which
could have a material adverse effect on our financial condition and results of operations.
Rapid Technological Change
Rapid technological advances, frequent new product introductions and enhancements, and changes
in client requirements characterize the market for outsourced customer contact management services.
Technological advancements in voice recognition software, as well as self-provisioning and
self-help software, along with call avoidance technologies, have the potential to adversely impact
call volume growth and, therefore, revenues. Our future success will depend in large part on our
ability to service new products, platforms and rapidly changing technology. These factors will
require us to provide adequately trained personnel to address the increasingly sophisticated,
complex and evolving needs of our clients. In addition, our ability to capitalize on our
acquisitions will depend on our ability to continually enhance software and services and adapt such
software to new hardware and operating system requirements. Any failure by us to anticipate or
respond rapidly to technological advances, new products and enhancements, or changes in client
requirements could have a material adverse effect on our business, financial condition and results
of operations.
Reliance on Technology and Computer Systems
We have invested significantly in sophisticated and specialized communications and computer
technology and have focused on the application of this technology to meet our clients needs. We
anticipate that it will be necessary to continue to invest in and develop new and enhanced
technology on a timely basis to maintain our competitiveness. Significant capital expenditures may
be required to keep our technology up-to-date. There can be no assurance that any of our
information systems will be adequate to meet our future needs or that we will be able to
incorporate new technology to enhance and develop our existing services. Moreover, investments in
technology, including future investments in upgrades and enhancements to software, may not
necessarily maintain our competitiveness. Our future success will also depend in part on our
ability to anticipate and develop information technology solutions that keep pace with evolving
industry standards and changing client demands.
Risk of Emergency Interruption of Customer Contact Management Center Operations
Our operations are dependent upon our ability to protect our customer contact management
centers and our information databases against damage that may be caused by fire, earthquakes,
inclement weather and other disasters, power failure, telecommunications failures, unauthorized
intrusion, computer viruses and other emergencies. The temporary or permanent loss of such systems
could have a material adverse effect on our business, financial condition and results of
operations. Notwithstanding precautions taken to protect us and our clients from events that could
interrupt delivery of services, there can be no assurance that a fire, natural disaster, human
error, equipment malfunction or inadequacy, or other event would not result in a prolonged
interruption in our ability to provide services to our clients. Such an event could have a material
adverse effect on our business, financial condition and results of operations.
Control By Principal Shareholder and Anti-Takeover Considerations
As of February 23, 2007, John H. Sykes, our founder and former Chairman of the Board and Chief
Executive Officer, beneficially owned approximately 19.1% of our outstanding common stock, a
decrease from 28.3% a year ago. As a result, Mr. Sykes will have substantial influence in the
election of our directors and in determining the outcome of other matters requiring shareholder
approval.
Our Board of Directors is divided into three classes serving staggered three-year terms. The
staggered Board of Directors and the anti-takeover effects of certain provisions contained in the
Florida Business Corporation Act and
14
in our Articles of Incorporation and Bylaws, including the ability of the Board of Directors to
issue shares of preferred stock and to fix the rights and preferences of those shares without
shareholder approval, may have the effect of delaying, deferring or preventing an unsolicited
change in control. This may adversely affect the market price of our common stock or the ability of
shareholders to participate in a transaction in which they might otherwise receive a premium for
their shares.
Volatility of Stock Price May Result in Loss of Investment
The trading price of our common stock has been and may continue to be subject to wide
fluctuations over short and long periods of time. We believe that market prices of outsourced
customer contact management services stocks in general have experienced volatility, which could
affect the market price of our common stock regardless of our financial results or performance. We
further believe that various factors such as general economic conditions, changes or volatility in
the financial markets, changing market conditions in the outsourced customer contact management
services industry, quarterly variations in our financial results, the announcement of acquisitions,
strategic partnerships, or new product offerings, and changes in financial estimates and
recommendations by securities analysts could cause the market price of our common stock to
fluctuate substantially in the future.
Item 1B. Unresolved Staff Comments
There are no material unresolved written comments that were received from the SEC staff 180
days or more before the year ended December 31, 2006 relating to our periodic or current reports
under the Securities Exchange Act of 1934.
15
Item 2. Properties
Our principal executive offices are located in Tampa, Florida. This facility currently serves
as the headquarters for senior management and the financial, information technology and
administrative departments. We believe our existing facilities are adequate to meet current
requirements, and that suitable additional or substitute space will be available as needed to
accommodate any physical expansion. We operate from time to time in temporary facilities to
accommodate growth before new customer contact management centers are available. During 2006, our
customer contact management centers, taken as a whole, were utilized at average capacities of
approximately 84% and were capable of supporting a higher level of market demand. The following
table sets forth additional information concerning our facilities:
|
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|
|
|
|
|
|
|
|
|
Square |
|
|
Properties |
|
General Usage |
|
Feet |
|
Lease Expiration |
AMERICAS LOCATIONS |
|
|
|
|
|
|
|
|
|
Tampa, Florida
|
|
Corporate headquarters
|
|
|
67,600 |
|
|
June 2010 |
Bismarck, North Dakota
|
|
Customer contact management center
|
|
|
42,000 |
|
|
Company owned |
Wise, Virginia
|
|
Customer contact management center
|
|
|
42,000 |
|
|
Company owned |
Milton-Freewater, Oregon
|
|
Customer contact management center
|
|
|
42,000 |
|
|
Company owned |
Morganfield, Kentucky
|
|
Customer contact management center
|
|
|
42,000 |
|
|
Company owned |
Perry County, Kentucky
|
|
Customer contact management center(1)
|
|
|
42,000 |
|
|
Company owned |
Minot, North Dakota
|
|
Customer contact management center
|
|
|
42,000 |
|
|
Company owned |
Ponca City, Oklahoma
|
|
Customer contact management center
|
|
|
42,000 |
|
|
Company owned |
Sterling, Colorado
|
|
Customer contact management center
|
|
|
34,000 |
|
|
Company owned |
London, Ontario, Canada
|
|
Customer contact management center/
Headquarters
|
|
|
50,000 |
|
|
Company owned |
Cordoba, Argentina
|
|
Headquarters
|
|
|
7,900 |
|
|
January 2009 |
Cordoba, Argentina
|
|
Customer contact management center
|
|
|
89,000 |
|
|
July 2007 |
Rosario, Argentina
|
|
Customer contact management center
|
|
|
18,200 |
|
|
September 2009 |
LaAurora, Heredia,
Costa Rica (two)
|
|
Customer contact management centers
|
|
|
131,900 |
|
|
September 2023 |
San Salvador, El Salvador
|
|
Customer contact management center
|
|
|
59,400 |
|
|
November 2024 |
Toronto, Ontario, Canada
|
|
Customer contact management center
|
|
|
14,600 |
|
|
June 2011 |
North Bay, Ontario, Canada
|
|
Customer contact management center (2)
|
|
|
5,600 |
|
|
June 2007 |
Sudbury, Ontario, Canada
|
|
Customer contact management center (2)
|
|
|
3,900 |
|
|
December 2007 |
Moncton, New Brunswick, Canada
|
|
Customer contact management center(2)
|
|
|
12,700 |
|
|
January 2009 |
Bathurst, New Brunswick, Canada
|
|
Customer contact management center(2)
|
|
|
1,900 |
|
|
December 2007 |
Stephenville, New Foundland,
Canada
|
|
Customer contact management center (2)
|
|
|
2,300 |
|
|
September 2026 |
Corner Brook, New Foundland,
Canada
|
|
Customer contact management center(2)
|
|
|
2,900 |
|
|
October 2026 |
St. Anthonys, New Foundland,
Canada
|
|
Customer contact management center(2)
|
|
|
4,000 |
|
|
November 2026 |
Barrie, Ontario, Canada
|
|
Customer contact management center(2)
|
|
|
1,000 |
|
|
July 2008 |
Makati City, The Philippines
|
|
Customer contact management center
|
|
|
78,800 |
|
|
September 2008 |
|
|
|
|
|
136,900 |
|
|
March 2023 |
Mandaue City, The Philippines
|
|
Customer contact management center
|
|
|
149,200 |
|
|
December 2027 |
Paranaque City, The Philippines
|
|
Customer contact management center
|
|
|
183,900 |
|
|
December 2027 |
Pasig City, The Philippines
|
|
Customer contact management center
|
|
|
127,400 |
|
|
December 2023 |
Quezon City, The Philippines
|
|
Customer contact management center
|
|
|
112,300 |
|
|
December 2027 |
Quezon City, The Philippines
|
|
Customer contact management center
|
|
|
84,100 |
|
|
May 2024 |
Guangzhou, The Peoples Republic
of China
|
|
Customer contact management center
|
|
|
13,000 |
|
|
March 2009 |
Shanghai, The Peoples Republic
of China
|
|
Customer contact management center
|
|
|
103,000 |
|
|
February 2011 |
Bangalore, India
|
|
Technology development services
|
|
|
1,500 |
|
|
January 2014 |
Cary, North Carolina
|
|
Office
|
|
|
1,200 |
|
|
March 2008 |
Chesterfield, Missouri
|
|
Office
|
|
|
3,600 |
|
|
January 2016 |
Calgary, Alberta, Canada
|
|
Office
|
|
|
6,300 |
|
|
July 2007 |
16
|
|
|
|
|
|
|
|
|
|
|
|
|
Square |
|
|
Properties |
|
General Usage |
|
Feet |
|
Lease Expiration |
EMEA LOCATIONS |
|
|
|
|
|
|
|
|
|
Amsterdam, The Netherlands
|
|
Customer contact management center
|
|
|
33,000 |
|
|
September 2009 |
Budapest, Hungary
|
|
Customer contact management center
|
|
|
23,000 |
|
|
July 2023 |
Budapest, Hungary
|
|
Customer contact management center
|
|
|
15,700 |
|
|
July 2027 |
Miskolc, Hungary
|
|
Customer contact management center
|
|
|
7,000 |
|
|
August 2016 |
Miskolc, Hungary
|
|
Customer contact management center
|
|
|
2,800 |
|
|
No expiration |
Edinburgh, Scotland
|
|
Customer contact management center/Office
/Headquarters
|
|
|
35,900
17,800 |
|
|
September 2019
March 2008 |
Turku, Finland
|
|
Customer contact management center
|
|
|
12,500 |
|
|
February 2008 |
Bochum, Germany
|
|
Customer contact management center
|
|
|
45,700 |
|
|
July 2007 |
Pasewalk, Germany
|
|
Customer contact management center
|
|
|
46,100 |
|
|
March 2009 |
Wilhelmshaven, Germany (two)
|
|
Customer contact management centers
|
|
|
76,000 |
|
|
March 2009 |
Johannesburg, South Africa
|
|
Customer contact management center
|
|
|
33,000 |
|
|
March 2025 |
Ed, Sweden
|
|
Customer contact management center
|
|
|
44,000 |
|
|
October 2009 |
Sveg, Sweden
|
|
Customer contact management center
|
|
|
35,000 |
|
|
May 2007 |
Prato, Italy
|
|
Customer contact management center
|
|
|
10,000 |
|
|
October 2022 |
Shannon, Ireland
|
|
Customer contact management center
|
|
|
66,000 |
|
|
March 2013 |
Lugo, Spain
|
|
Customer contact management center
|
|
|
21,400 |
|
|
June 2007 |
La Coruña, Spain
|
|
Customer contact management center
|
|
|
32,300 |
|
|
December 2023 |
Kosice, Slovakia
|
|
Customer contact management center
|
|
|
11,400 |
|
|
December 2024 |
Galashiels, Scotland
|
|
Fulfillment center
|
|
|
126,700 |
|
|
Company owned |
Galashiels, Scotland
|
|
Fulfillment center
|
|
|
6,400 |
|
|
June 2007 |
Upplands Vasby, Sweden
|
|
Fulfillment center and Sales office
|
|
|
23,500 |
|
|
October 2007 |
Turku, Finland
|
|
Fulfillment center
|
|
|
26,000 |
|
|
March 2008 |
Frankfurt, Germany
|
|
Sales office
|
|
|
1,700 |
|
|
September 2007 |
Madrid, Spain
|
|
Office
|
|
|
800 |
|
|
December 2011 |
|
|
|
(1) |
|
Idle facility. |
|
(2) |
|
Considered part of the Toronto, Ontario, Canada customer contact management center. |
17
Item 3. Legal Proceedings
From time to time we are involved in legal actions arising in the ordinary course of business.
With respect to these matters, we believe 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.
One of our European subsidiaries has received several inquiries from a regulatory agency
related to privacy claims associated with the alleged inappropriate acquisition of personal bank
account information. Several of the inquiries have resulted in sanctions against us approximating
$0.8 million. In order to appeal the sanctions through the court system, we issued a bank
guarantee. We believe that the sanctions made in connection with this matter are without merit,
and intend to vigorously pursue the reversal of the proposed sanctions. We have recorded these
amounts in Deferred Charges and Other Assets in the accompanying Consolidated Balance Sheets as
of December 31, 2006. We have not accrued any amounts related to these claims under SFAS No. 5,
Accounting for Contingencies because we do not believe that a loss is probable, and it is not
currently possible to reasonably estimate the amount of any loss related to these claims.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of security holders during the fourth quarter of the year
covered by this report.
18
PART II
Item 5. Market for the Registrants Common Equity, Related Shareholder Matters and Issuer Purchases
of Securities
Our common stock is quoted on the NASDAQ Global Select Market under the symbol SYKE. The
following table sets forth, for the periods indicated, certain information as to the high and low
sale prices per share of our common stock as quoted on the NASDAQ Global Select Market.
|
|
|
|
|
|
|
|
|
|
|
High |
|
Low |
|
|
|
Year ended December 31, 2006: |
|
|
|
|
|
|
|
|
Fourth Quarter |
|
$ |
21.56 |
|
|
$ |
16.10 |
|
Third Quarter |
|
|
20.67 |
|
|
|
14.70 |
|
Second Quarter |
|
|
18.16 |
|
|
|
14.01 |
|
First Quarter |
|
|
14.75 |
|
|
|
11.80 |
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2005: |
|
|
|
|
|
|
|
|
Fourth Quarter |
|
$ |
15.41 |
|
|
$ |
11.95 |
|
Third Quarter |
|
|
12.07 |
|
|
|
9.32 |
|
Second Quarter |
|
|
9.60 |
|
|
|
6.57 |
|
First Quarter |
|
|
8.50 |
|
|
|
6.38 |
|
Holders of our common stock are entitled to receive dividends out of the funds legally
available when and if declared by the Board of Directors. We have not declared or paid any cash
dividends on our common stock in the past and do not anticipate paying any cash dividends in the
foreseeable future.
As of February 23, 2006, there were 1,207 holders of record of the common stock. We estimate
there were approximately 7,668 beneficial owners of our common stock.
Below is a summary of stock repurchases for the quarter ended December 31, 2006 (in thousands,
except average price per share.) See Note 17, Earnings Per Share, to the Consolidated Financial
Statements for information regarding our stock repurchase program.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of |
|
|
|
|
|
|
|
|
Shares Purchased as |
|
Maximum Number Of |
|
|
Total Number of |
|
|
|
Part of Publicly |
|
Shares That May Yet |
|
|
Shares |
|
Average Price |
|
Announced Plans or |
|
Be Purchased Under |
Period |
|
Purchased (1) |
|
Paid Per Share |
|
Programs (1) |
|
Plans or Programs |
October 1, 2006 October 31, 2006
|
|
|
|
|
|
|
1,644 |
|
|
|
1,356 |
|
November 1, 2006 November 30, 2006
|
|
|
|
|
|
|
1,644 |
|
|
|
1,356 |
|
December 1, 2006 December 31, 2006
|
|
|
|
|
|
|
1,644 |
|
|
|
1,356 |
|
|
|
|
(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 million with no
expiration date. |
Five-Year Stock Performance Graph
The following graph presents a comparison of the cumulative shareholder return on the common
stock with the cumulative total return on the Nasdaq Computer and Data Processing Services Index,
the Nasdaq Telecommunications Index, the Russell 2000 Index, the S&P Small Cap 600 and the SYKES
Peer Group (as defined below). The SYKES Peer Group is comprised of publicly traded companies that
derive a substantial portion of their revenues from call center, customer care business, have
similar business models to SYKES, and are those most commonly compared to SYKES by industry
analysts following SYKES. This graph assumes that $100 was invested on December 31, 2001 in SYKES
common stock, the Nasdaq Computer and Data Processing Services Index, the Nasdaq Telecommunications
Index, the Russell 2000 Index, the S&P Small Cap 600 and SYKES Peer Group, including reinvestment
of dividends.
19
Comparison of Five-Year Cumulative Total Return
SYKES PEER GROUP
|
|
|
|
|
Name |
|
Ticker Symbol |
|
APAC Customer Service, Inc. |
|
APAC |
Convergys Corp. |
|
CVG |
ICT Group, Inc. |
|
ICTG |
Sitel Corp. |
|
SWW |
Startek, Inc. |
|
SRT |
TeleTech Holdings, Inc. |
|
TTEC |
We removed West Corporation (Ticker: WSTC) from the SYKES Peer Group in order to make the
price performance comparables relevant, given the completion of WSTCs recapitalization in October
2006. As a result of the recapitalization, WSTC no longer has publicly-traded shares on the NASDAQ
Stock Market. Similarly, given Sitels (Ticker: SWW) sale to ClientLogic in a going-private
transaction approved on January 12, 2007, it will be removed from the SYKES Peer Group next year.
Conversely, we added S&P Small Cap 600 Index to the performance graph due to SYKES inclusion in
the Index on August 2, 2006.
There can be no assurance that SYKES stock performance will continue into the future with the
same or similar trends depicted in the graph above. SYKES does not make or endorse any predictions
as to the future stock performance.
The information contained in the Stock Performance Graph section shall not be deemed to be
soliciting material or filed or incorporated by reference in future filings with the SEC, or
subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, except to the
extent that we specifically incorporate it by reference into a document filed under the Securities
Exchange Act of 1934.
20
Item 6. Selected Financial Data
Selected Financial Data
The following selected financial data has been derived from our consolidated financial
statements. The information below should be read in conjunction with Managements Discussion and
Analysis of Financial Condition and Results of Operations, and our Consolidated Financial
Statements and related notes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
(In thousands, except per share data) |
|
2006 |
|
2005 |
|
2004 |
|
2003 |
|
2002 |
INCOME STATEMENT DATA (1) : |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
574,223 |
|
|
$ |
494,918 |
|
|
$ |
466,713 |
|
|
$ |
480,359 |
|
|
$ |
452,737 |
|
Income (loss) from operations (1,2,3,4,5,6) |
|
|
45,158 |
|
|
|
26,331 |
|
|
|
12,597 |
|
|
|
11,368 |
|
|
|
(11,295 |
) |
Net income (loss) (1,2,3,4,5,6) |
|
|
42,323 |
|
|
|
23,408 |
|
|
|
10,814 |
|
|
|
9,305 |
|
|
|
(18,631 |
) |
Net income (loss) per basic share (1,2,3,4,5,6) |
|
|
1.06 |
|
|
|
0.60 |
|
|
|
0.27 |
|
|
|
0.23 |
|
|
|
(0.46 |
) |
Net income (loss) per diluted share (1,2,3,4,5,6) |
|
|
1.05 |
|
|
|
0.59 |
|
|
|
0.27 |
|
|
|
0.23 |
|
|
|
(0.46 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE SHEET DATA (1,7) : |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
415,573 |
|
|
$ |
331,185 |
|
|
$ |
312,526 |
|
|
$ |
318,175 |
|
|
$ |
296,841 |
|
Shareholders equity |
|
|
291,473 |
|
|
|
226,090 |
|
|
|
210,035 |
|
|
|
200,832 |
|
|
|
182,345 |
|
|
|
|
(1) |
|
The amounts for 2006 include the Argentine acquisition on July 3, 2006 |
|
(2) |
|
The amounts for 2006 include a $13.9 million net gain on the sale of facilities and $0.4
million of charges associated with the impairment of long-lived assets. |
|
(3) |
|
The amounts for 2005 include a $1.8 million net gain on the sale of facilities, a $0.3 million
reversal of restructuring and other charges and $0.6 million of charges associated with the
impairment of long-lived assets. |
|
(4) |
|
The amounts for 2004 include a $7.1 million net gain on the sale of facilities, a $5.4 million
net gain on insurance settlement, a $0.1 million reversal of restructuring and other charges
and $0.7 million of charges associated with the impairment of long-lived assets. |
|
(5) |
|
The amounts for 2003 include a $2.1 million net gain on the sale of facilities and a $0.6
million reversal of restructuring and other charges. |
|
(6) |
|
The amounts for 2002 include $20.8 million of restructuring and other charges, $1.5 million of
charges associated with the impairment of long-lived assets and a $1.6 million net gain on the
sale of facilities. |
|
(7) |
|
The amounts for 2002 include $13.8 million of charges associated with the litigation settlement. |
|
(8) |
|
SYKES has not declared cash dividends per common share for any of the five years presented. |
21
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
The following should be read in conjunction with the Consolidated Financial Statements and the
notes thereto that appear elsewhere in this document. The following discussion and analysis
compares the year ended December 31, 2006 (2006) to the year ended December 31, 2005 (2005),
and 2005 to the year ended December 31, 2004 (2004).
The following discussion and analysis and other sections of this document contain
forward-looking statements that involve risks and uncertainties. Words such as may, expects,
projects, anticipates, intends, plans, believes, seeks, estimates, 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. Future events and actual results could differ materially from the results reflected in
these forward-looking statements, as a result of certain of the factors set forth below and
elsewhere in this analysis and in this Form 10-K for the year ended December 31, 2006 in Item
1.A.-Risk Factors.
Overview
We provide outsourced customer contact management services with an emphasis on inbound
technical support and customer service, which represented 95.2% of consolidated revenues in 2006,
delivered through multiple communication channels encompassing phone, e-mail, Web and chat. Revenue
from technical support and customer service, provided through our customer contact management
centers, is recognized as services are rendered. These services are billed on an amount per e-mail,
a fee per call, a rate per minute or on a time and material basis. Revenue from fulfillment
services is generally billed on a per unit basis.
We also provide a range of enterprise support services for our clients internal support
operations, from technical staffing services to outsourced corporate help desk services. Revenues
usually are billed on a time and material basis, generally by the minute or hour, and revenues
generally are recognized as the services are provided. Revenues from fixed price contracts,
generally with terms of less than one year, are recognized using the percentage-of-completion
method. We have not experienced material losses due to fixed price contracts, which do not
represent a significant majority of our revenue, and do not anticipate a significant increase in
revenue derived from such contracts in the future.
Direct salaries and related costs include direct personnel compensation, severance, statutory
and other benefits associated with such personnel and other direct costs associated with providing
services to customers. General and administrative expenses include administrative, sales and
marketing, occupancy, depreciation and amortization, and other costs.
Recognition of income associated with grants from local or state governments of land and the
acquisition of property, buildings and equipment is deferred and recognized as a reduction of
depreciation expense included within general and administrative costs over the corresponding useful
lives of the related assets. Amounts received in excess of the cost of the building are allocated
to equipment and, only after the grants are released from escrow, recognized as a reduction of
depreciation expense over the weighted average useful life of the related equipment, which
approximates five years. Deferred property and equipment grants, net of amortization, totaled $10.8
million and $18.1 million at December 31, 2006 and 2005, respectively, a decrease of $7.3 million.
This decrease resulted from the sale of four third party leased U.S. customer contact management
centers located in Palatka, Florida, Pikeville, Kentucky, Ada, Oklahoma, and Manhattan, Kansas.
The net (gain) loss on disposal of property and equipment includes the net gain on the sale of
the four aforementioned centers in 2006 and various other centers in 2005 in addition to the net
(gain) loss on the disposal of property and equipment.
The net gain on insurance settlement includes the insurance proceeds received for damage to
our Marianna, Florida customer contact management center in September 2004.
Restructuring and other charges (reversals) consist of reversals of certain accruals related
to the 2002, 2001 and 2000 restructuring plans.
Impairment of long-lived assets charges of $0.4 million in 2006 related to $0.3 million asset
impairment charge in one of our underutilized European customer contact management centers and a
$0.1 million charge for property and
22
equipment no longer used in one of our Philippine facilities. Impairment of long-lived assets
charges of $0.6 million in 2005 relate to an asset impairment charge of $0.1 million in India
related to the plan of migration of call volumes to other facilities and a $0.5 million asset
impairment charge related to the impairment and subsequent sale of property and equipment located
in the United States. Impairment of long-lived assets charges of $0.7 million in 2004 relate to
certain property and equipment in Bangalore, India as a result of the previously mentioned plan of
migration.
Interest income primarily relates to interest earned on cash and cash equivalents and interest
on foreign tax refunds.
Interest expense primarily includes commitment fees charged on the unused portion of our
credit facility and interest costs related to a foreign income tax settlement.
Income from rental operations, net is generated from the leasing of several U.S. facilities.
Foreign currency transaction gains and losses generally result from exchange rate fluctuations
on intercompany transactions and the revaluation of cash and other current assets that are settled
in a currency other than functional currency.
Our effective tax rate for the periods presented reflects the effects of state income taxes,
net of federal tax benefit, tax holidays, valuation allowance changes, foreign rate differentials,
foreign withholding and other taxes, and permanent differences.
23
Results of Operations
The following table sets forth, for the periods indicated, the percentage of revenues
represented by certain items reflected in our Statements of Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
PERCENTAGES OF REVENUES: |
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
Direct salaries and related costs |
|
|
63.7 |
|
|
|
62.6 |
|
|
|
64.4 |
|
General and administrative |
|
|
30.8 |
|
|
|
32.4 |
|
|
|
35.4 |
|
Net gain on disposal of property and equipment |
|
|
(2.4 |
) |
|
|
(0.3 |
) |
|
|
(1.5 |
) |
Net gain on insurance settlement |
|
|
|
|
|
|
|
|
|
|
(1.2 |
) |
Reversals of restructuring and other charges |
|
|
|
|
|
|
(0.1 |
) |
|
|
|
|
Impairment of long-lived assets |
|
|
|
|
|
|
0.1 |
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
7.9 |
|
|
|
5.3 |
|
|
|
2.7 |
|
Interest income |
|
|
1.2 |
|
|
|
0.5 |
|
|
|
0.5 |
|
Interest expense |
|
|
(0.1 |
) |
|
|
(0.1 |
) |
|
|
(0.1 |
) |
Income from rental operations, net |
|
|
0.2 |
|
|
|
0.2 |
|
|
|
|
|
Other income (expense) |
|
|
(0.2 |
) |
|
|
|
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
Income before provision for income taxes |
|
|
9.0 |
|
|
|
5.9 |
|
|
|
3.4 |
|
Provision for income taxes |
|
|
1.6 |
|
|
|
1.2 |
|
|
|
1.1 |
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
7.4 |
% |
|
|
4.7 |
% |
|
|
2.3 |
% |
|
|
|
|
|
|
|
|
|
|
The following table sets forth, for the periods indicated, certain data derived from our
Consolidated Statements of Operations (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Revenues |
|
$ |
574,223 |
|
|
$ |
494,918 |
|
|
$ |
466,713 |
|
Direct salaries and related costs |
|
|
365,602 |
|
|
|
309,604 |
|
|
|
300,600 |
|
General and administrative |
|
|
176,701 |
|
|
|
160,470 |
|
|
|
165,232 |
|
Net gain on disposal of property and
equipment |
|
|
(13,683 |
) |
|
|
(1,778 |
) |
|
|
(6,915 |
) |
Net gain on insurance settlement |
|
|
|
|
|
|
|
|
|
|
(5,378 |
) |
Reversals of restructuring and other charges |
|
|
|
|
|
|
(314 |
) |
|
|
(113 |
) |
Impairment of long-lived assets |
|
|
445 |
|
|
|
605 |
|
|
|
690 |
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
45,158 |
|
|
|
26,331 |
|
|
|
12,597 |
|
Interest income |
|
|
6,785 |
|
|
|
2,559 |
|
|
|
2,445 |
|
Interest expense |
|
|
(674 |
) |
|
|
(667 |
) |
|
|
(773 |
) |
Income from rental operations, net |
|
|
1,200 |
|
|
|
940 |
|
|
|
151 |
|
Other income (expense) |
|
|
(1,010 |
) |
|
|
(60 |
) |
|
|
1,441 |
|
|
|
|
|
|
|
|
|
|
|
Income before provision for income taxes |
|
|
51,459 |
|
|
|
29,103 |
|
|
|
15,861 |
|
Provision for income taxes |
|
|
9,136 |
|
|
|
5,695 |
|
|
|
5,047 |
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
42,323 |
|
|
$ |
23,408 |
|
|
$ |
10,814 |
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes our revenues for the periods indicated, by geographic region
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
387,305 |
|
|
|
67.4 |
% |
|
$ |
318,173 |
|
|
|
64.3 |
% |
|
$ |
283,253 |
|
|
|
60.7 |
% |
EMEA |
|
|
186,918 |
|
|
|
32.6 |
% |
|
|
176,745 |
|
|
|
35.7 |
% |
|
|
183,460 |
|
|
|
39.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
574,223 |
|
|
|
100.0 |
% |
|
$ |
494,918 |
|
|
|
100.0 |
% |
|
$ |
466,713 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24
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
geographic region (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Direct salaries and related costs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
238,290 |
|
|
|
61.5 |
% |
|
$ |
189,598 |
|
|
|
59.6 |
% |
|
$ |
178,720 |
|
|
|
63.1 |
% |
EMEA |
|
|
127,312 |
|
|
|
68.1 |
% |
|
|
120,006 |
|
|
|
67.9 |
% |
|
|
121,880 |
|
|
|
66.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
365,602 |
|
|
|
|
|
|
$ |
309,604 |
|
|
|
|
|
|
$ |
300,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
91,231 |
|
|
|
23.6 |
% |
|
$ |
80,155 |
|
|
|
25.2 |
% |
|
$ |
85,923 |
|
|
|
30.3 |
% |
EMEA |
|
|
49,429 |
|
|
|
26.4 |
% |
|
|
49,223 |
|
|
|
27.8 |
% |
|
|
51,045 |
|
|
|
27.8 |
% |
Corporate |
|
|
36,041 |
|
|
|
|
|
|
|
31,092 |
|
|
|
|
|
|
|
28,264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
176,701 |
|
|
|
|
|
|
$ |
160,470 |
|
|
|
|
|
|
$ |
165,232 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 Compared to 2005
Revenues
During 2006, we recognized consolidated revenues of $574.2 million, an increase of $79.3
million or 16.0% from $494.9 million of consolidated revenues for 2005.
On a geographic segmentation, revenues from the Americas region, including the United States,
Canada, Latin America, India and the Asia Pacific Rim, represented 67.4%, or $387.3 million for
2006 compared to 64.3%, or $318.2 million, for 2005. Revenues from the EMEA region, including
Europe, the Middle East and Africa, represented 32.6%, or $186.9 million for 2006 compared to 35.7%
or $176.7 million for 2005.
The increase in Americas revenue of $69.1 million, or 21.7%, for 2006, compared to 2005,
reflects a broad-based growth in client call volumes including new and existing client programs,
within our offshore operations, Canada and the United States, as well as $15.1 million of revenue
generated from our Argentine acquisition on July 3, 2006, and a $2.5 million revenue contribution
from the KLA acquisition in Canada on March 1, 2005. Revenues from new and existing client programs
in our offshore operations represented 36.9% of consolidated revenues for 2006 compared to 31.7% in
2005. The trend of generating more of our revenues from new and existing client programs in our
offshore operations is likely to continue in 2007. While operating margins generated offshore are
generally comparable or higher than those in the United States, our ability to maintain these
offshore operating margins longer term is difficult to predict due to potential increased
competition for the available workforce and costs of functional currency fluctuations in offshore
markets.
The increase in EMEAs revenue of $10.2 million, or 5.7%, for 2006 reflects an increase in
call volumes, including new and existing client programs partially offset by certain program
expirations. Excluding a foreign currency benefit of $1.8 million, EMEAs revenues would have
increased $8.4 million compared to last year.
Direct Salaries and Related Costs
Direct salaries and related costs increased $56.0 million or 18.1% to $365.6 million for 2006,
from $309.6 million in 2005.
On a geographic segmentation, direct salaries and related costs from the Americas region
increased $48.7 million or 25.7% to $238.3 million for 2006 from $189.6 million in 2005. This
increase included $10.2 million of direct salaries and related costs from our newly acquired
Argentina operations primarily consisting of compensation costs. Direct salaries and related costs
from the EMEA region increased $7.3 million or 6.1% to $127.3 million for 2006 from $120.0 million
in 2005. While changes in foreign currency exchange rates positively impacted revenues in EMEA,
they negatively impacted direct salaries and related costs in 2006 compared to 2005 by
approximately $1.2 million.
In the Americas region, as a percentage of revenues, direct salaries and related costs
increased to 61.5% in 2006
25
from 59.6% in 2005. This increase was primarily attributable to higher compensation costs,
including training costs associated with the ramp up of business in our offshore and U.S.
operations, and higher auto tow claims costs in Canada, partially offset by lower telephone costs.
In the EMEA region, as a percentage of revenues, direct salaries and related costs increased
to 68.1% in 2006 from 67.9% in 2005. This increase was primarily attributable to higher
compensation costs and other billable direct costs.
General and Administrative
General and administrative expenses increased $16.2 million or 10.1% to $176.7 million for
2006, from $160.5 million in 2005.
On a geographic segmentation, general and administrative expenses from the Americas region
increased $11.1 million or 13.8% to $91.2 million for 2006 from $80.1 million in 2005. This
increase included $4.1 million of general and administrative expenses from our newly acquired
Argentina operations primarily consisting of depreciation and amortization and compensation costs.
General and administrative expenses from the EMEA region increased $0.2 million or 0.4% to $49.5
million for 2006 from $49.3 million in 2005. While changes in foreign currency exchange rates
positively impacted revenues in EMEA, they negatively impacted general and administrative expenses
in 2006 compared to 2005 by approximately $0.5 million. Corporate general and administrative
expenses increased $4.9 million or 15.9% to $36.0 for 2006 from $31.1 million. This increase was
primarily attributable to higher compensation costs, including $2.5 million associated with our
stock-based compensation plans, and a $2.0 million charitable contribution partially offset by
lower depreciation expense, lease and equipment maintenance and telephone costs.
In the Americas region, as a percentage of revenues, general and administrative expenses
decreased to 23.6% in 2006 from 25.2% in 2005. This decrease was primarily attributable to lower
depreciation expense, legal and professional fees, and lease and equipment maintenance partially
offset by higher compensation and telephone costs.
In the EMEA region, as a percentage of revenues, general and administrative expenses decreased
to 26.4% in 2006 from 27.8% in 2005. This decrease was primarily attributable to lower depreciation
expense, telephone costs and a recovery of bad debts partially offset by higher compensation costs,
lease and equipment maintenance, legal and professional fees and software maintenance.
Net Gain on Disposal of Property and Equipment
The net gain on disposal of property and equipment of $13.7 million for 2006 was primarily a
result of sale of four third party leased U.S. customer contact management centers located in
Palatka, Florida, Pikeville, Kentucky, Ada, Oklahoma, and Manhattan, Kansas. This compares to a net
gain on disposal of property and equipment of $1.8 million for 2005 which includes a $1.7 million
net gain on the sale of our Greeley, Colorado facility and a $0.1 million net gain on the sale of a
parcel of land in Klamath Falls, Oregon.
Reversal of Restructuring and Other Charges
Restructuring and other charges included a reversal of certain charges totaling $0.3 million
in 2005 related to the remaining lease termination and closure costs for two European customer
contact management centers and one European fulfillment center. There were no restructuring charges
in 2006.
Impairment of Long-Lived Assets
Impairment of long-lived assets charges of $0.4 million in 2006 related to a $0.3 million
asset impairment charge in one of our underutilized European customer contact management centers
and a $0.1 million charge for property and equipment no longer used in one of our Philippine
facilities. Impairment of long-lived assets charges of $0.6 million in 2005 relate to an asset
impairment charge of $0.1 million in India related to the plan of migration of call volumes to
other facilities and a $0.5 million asset impairment charge related to the impairment and
subsequent sale of property and equipment located in the United States.
26
Interest Income
Interest income increased to $6.8 million in 2006 from $2.6 million in 2005 reflecting
interest income of $1.7 million on a foreign tax settlement as well as higher average levels of
interest-bearing investments in cash and cash equivalents earning higher rates of interest income.
Interest Expense
Interest expense was unchanged at $0.7 million in 2006 as compared to 2005.
Income from Rental Operations, Net
Income from rental operations, net was $1.2 million in 2006 compared to $0.9 million in 2005.
The increase of $0.3 million was primarily related to lower depreciation and maintenance costs of
$0.6 million partially offset by lower rental income of $0.3 million as a result of the September
2006 sale of the four third party leased facilities.
Other Income and Expense
Other expense, net increased to $1.0 million in 2006 from $0.1 million in 2005. This increase
was primarily attributable to an increase in foreign currency transaction losses, net of gains.
Other income excludes the effects of cumulative translation effects included in Accumulated Other
Comprehensive Income (Loss) in shareholders equity in the accompanying Consolidated Balance
Sheets.
Provision (Benefit) for Income Taxes
The provision for income taxes of $9.1 million for 2006 was based upon pre-tax
book income of $51.5 million, compared to the provision for income taxes of $5.7
million for the comparable 2005 period based upon pre-tax book income of $29.1
million. The effective tax rate was 17.8% for 2006 and 19.6% for the comparable 2005 period.
This decrease in the effective tax rate resulted from a shift in our mix of earnings and the
effects of permanent differences, valuation allowances, foreign withholding taxes, state income
taxes, and foreign income tax rate differentials (including tax holiday jurisdictions). The
effective tax rate of 19.6% for 2005 included the reversal of a $0.6 million beginning of the year
valuation allowance. This reversal resulted from a favorable change in forecasted 2005 and 2006
book income for one EMEA legal entity, which provided sufficient evidence for current and future
sources of taxable income.
Net Income
As a result of the foregoing, we reported income from operations for 2006 of $45.2 million, an
increase of $18.8 million from 2005. This increase was principally attributable to a $79.3 million
increase in revenues, a $11.9 million increase in net gain on disposal of property and equipment,
$0.1 million decrease in asset impairment charges partially offset by a $56.0 million increase in
direct salaries and related costs, a $16.2 million increase in general and administrative costs,
and a $0.3 million decrease in reversals of restructuring and other charges. The $18.8 million
increase in income from operations combined with a net increase in interest income, income from
rental operations, net and other income of approximately $3.5 million was partially offset by a
$3.4 million higher tax provision, resulting in net income of $42.3 million for 2006, an increase
of $18.9 million compared to 2005.
2005 Compared to 2004
Revenues
During 2005, we recognized consolidated revenues of $494.9 million, an increase of $28.2
million or 6.0% from $466.7 million of consolidated revenues for 2004.
On a geographic segmentation, revenues from the Americas region, including the United States,
Canada, Latin America, India and the Asia Pacific Rim, represented 64.3%, or $318.2 million for
2005 compared to 60.7%, or $283.3 million, for 2004. Revenues from the EMEA region, including
Europe, the Middle East and Africa, represented 35.7%, or $176.7 million for 2005 compared to 39.3%
or $183.4 million for 2004.
The increase in Americas revenue of $34.9 million, or 12.3%, for 2005, compared to 2004,
reflects a broad-based
27
growth in client call volumes within our offshore operations and Canada, including new and existing
client programs, a $3.5 million revenue contribution from the KLA acquisition on March 1, 2005 in
Canada and a $1.5 million increase relating to a client contract pricing re-negotiation. The
increase in the Americas revenues was negatively impacted by the client-driven migration of call
volumes from the United States to comparable or higher margin offshore operations, including Latin
America and the Asia Pacific Rim, and the resulting mix-shift in revenues from the United States to
offshore (each offshore seat generates roughly half the revenue dollar equivalence of a U.S. seat).
Revenues from our offshore operations represented 31.7% of consolidated revenues in 2005 compared
to 27.6% in 2004.
The decrease in EMEAs revenue of $6.7 million, or 3.7%, for 2005 reflects a decrease in call
volumes and certain program expirations, partially offset by the benefit of a strengthened Euro of
approximately $0.1 million compared to 2004. Excluding this foreign currency benefit, EMEAs
revenues would have decreased $6.8 million compared with last year.
Direct Salaries and Related Costs
Direct salaries and related costs increased 9.0 million or 3.0% to $309.6 million for 2005,
from $300.6 million in 2004.
On a geographic segmentation, direct salaries and related costs from the Americas region
increased $10.9 million or 6.1% to $189.6 million for 2005 from $178.7 million in 2004. Direct
salaries and related costs from the EMEA region decreased $1.9 million or 1.5% to $120.0 million
for 2005 from $121.9 million in 2004. With the slight strengthening of the Euro in 2005 compared to
2004, there was no significant impact on direct salaries and related costs.
In the Americas region, as a percentage of revenues, direct salaries and related costs
decreased to 59.6% in 2005 from 63.1% in 2004. This decrease was primarily attributable to lower
compensation costs due to an overall reduction in U.S. customer call volumes from the client-driven
migration of call volumes offshore and lower labor costs in offshore operations, as well as lower
telephone costs. This decrease was partially offset by higher auto tow claims costs due to a higher
membership base in our roadside assistance programs in Canada.
In the EMEA region, as a percentage of revenues, direct salaries and related costs increased
to 67.9% in 2005 from 66.4% in 2004. This increase was primarily attributable to higher
compensation costs.
General and Administrative
General and administrative expenses decreased $4.7 million or 2.9% to $160.5 million for 2005,
from $165.2 million in 2004.
On a geographic segmentation, general and administrative expenses from the Americas region
increased $5.8 million or 6.7% to $80.1 million for 2005 from $85.9 million in 2004. General and
administrative expenses from the EMEA region decreased $1.8 million or 3.6% to $49.3 million for
2005 from $51.0 million in 2004. With the slight strengthening of the Euro in 2005 compared to
2004, there was no significant impact on general and administrative expenses. Corporate general and
administrative expenses increased $2.8 million or 10.0% to $31.1 for 2005 from $28.3 million. This
increase was primarily attributable to higher legal and professional fees primarily due to
compliance costs related to the Sarbanes-Oxley Act, higher telephone and lease and equipment
maintenance costs partially offset by lower compensation costs due to salary costs related to the
former chairmans retirement as compared to 2004.
In the Americas region, as a percentage of revenues, general and administrative expenses
decreased to 25.2% in 2005 from 30.3% in 2004. This decrease was primarily attributable to lower
depreciation and amortization expense, lower compensation costs, lower lease costs and equipment
maintenance partially offset by higher legal and professional fees primarily related to settlement
of a contract dispute as compared 2004.
In the EMEA region, as a percentage of revenues, general and administrative expenses were
unchanged at 27.8% in 2005 from 2004. Higher compensation costs were offset by lower depreciation
expense and lease and equipment maintenance.
28
Net Gain on Disposal of Property and Equipment
The net gain on disposal of property and equipment of $1.8 million for 2005 includes a $1.7
million net gain on the sale of our Greeley, Colorado facility and a $0.1 million net gain on the
sale of a parcel of land in Klamath Falls, Oregon. This compares to a $6.9 million net gain on
disposal of property and equipment in 2004, which includes a $2.8 million net gain on the sale of
our Hays, Kansas facility, a $2.7 million net gain on the sale of our Klamath Falls, Oregon
facility, a $0.1 million net gain on the sale of a parcel of land at our Pikeville, Kentucky
facility and a $1.5 million net gain on the sale of our Eveleth, Minnesota facility, partially
offset by a $0.2 million loss on disposal of property and equipment.
Net Gain on Insurance Settlement
In September 2004, the building and contents of our customer contact management center located
in Marianna, Florida was severely damaged by Hurricane Ivan. Upon settlement with the insurer in
December 2004, we recognized a net gain of $5.4 million after write-off of the property and
equipment, which had a net book value of $3.4 million, net of the related deferred grants of $2.2
million. In December 2004, we donated the underlying land to the city with $0.1 million to assist
with the site demolition and clean up of the property.
Reversal of Restructuring and Other Charges
Restructuring and other charges included a reversal of certain charges totaling $0.3 million
and $0.1 in 2005 and 2004, respectively, related to the remaining lease termination and closure
costs for two European customer contact management centers and one European fulfillment center.
Impairment of Long-Lived Assets
Impairment of long-lived assets charges of $0.6 million in 2005 relate to (1) an asset
impairment charge of $0.1 million in India related to the plan of migration of call volumes of the
customer contact management services and related operations in India to other more
strategically-aligned facilities in the Asia Pacific region and (2) a $0.5 million asset impairment
charge related to the impairment and subsequent sale of property and equipment located in the
United States. Impairment of long-lived assets charges of $0.7 million in 2004 relate to certain
property and equipment in Bangalore, India as a result of the previously mentioned plan of
migration.
Interest Income
Interest income increased to $2.5 million in 2005 from $2.4 million in 2004 reflecting higher
levels of average interest-bearing balances in cash and cash equivalents. The 2004 interest income
included $0.8 million of interest received on a foreign income tax refund.
Interest Expense
Interest expense decreased slightly by $0.1 million to $0.7 million in 2005 as compared to
2004.
Income from Rental Operations, Net
Income from rental operations, net increased to $0.9 million in 2005 from $0.2 million in 2004
as a result of leasing of four customer contact management facilities during 2005 compared to
leasing of one facility during 2004.
Other Income and Expense
Other income, net decreased to zero in 2005 from $1.4 million in 2004. This decrease was
primarily attributable to a $1.3 million decrease in foreign currency translation gains, net of
losses including $0.4 million related to the liquidation of a foreign entity and a $0.1 million
decrease in other miscellaneous income. Other income excludes the effects of cumulative translation
effects included in Accumulated Other Comprehensive Income (Loss) in shareholders equity in the
accompanying Consolidated Balance Sheets.
29
Provision (Benefit) for Income Taxes
The provision for income taxes of $5.7 million for 2005 was based upon pre-tax
book income of $29.1 million, compared to the provision for income taxes of $5.1
million for the comparable 2004 period based upon pre-tax book income of $15.9
million. The effective tax rate was 19.6% for 2005 and 31.8% for the comparable 2004 period.
This decrease in the effective tax rate resulted from a shift in our mix of earnings and the
effects of permanent differences, valuation allowances, foreign withholding taxes, state income
taxes, and foreign income tax rate differentials (including tax holiday jurisdictions). The
effective tax rate of 19.6% for 2005 included the reversal of a $0.6 million beginning of the year
valuation allowance. This reversal resulted from a favorable change in forecasted 2005 and 2006
book income for one EMEA legal entity, which provided sufficient evidence for current and future
sources of taxable income.
Net Income
As a result of the foregoing, we reported income from operations for 2005 of $26.3 million, an
increase of $13.7 million from 2004. This increase was principally attributable to a $28.2 million
increase in revenues, a $4.7 million decrease in general and administrative costs and a $0.2
million increase in reversals of restructuring and other charges partially offset by a $9.0 million
increase in direct salaries and related costs, a $5.1 million decrease in net gain on disposal of
property and equipment, a $5.4 million decrease in net gain on insurance settlement and a $0.1
million increase in asset impairment charges. The $13.7 million increase in income from operations
was partially offset by a net decrease in interest income, interest expense, income from rental
operations, net and other income of $0.5 million and a $0.6 million higher tax provision, resulting
in net income of $23.4 million for 2005, an increase of $12.6 million compared to 2004.
30
Quarterly Results
The following information presents our unaudited quarterly operating results for 2006 and
2005. The data has been prepared on a basis consistent with the Consolidated Financial Statements
included elsewhere in this Form 10-K, and include all adjustments, consisting of normal recurring
accruals that we consider necessary for a fair presentation thereof.
(In thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/06 |
|
|
9/30/06 |
|
|
6/30/06 |
|
|
3/31/06 |
|
|
12/31/05 |
|
|
9/30/05 |
|
|
6/30/05 |
|
|
3/31/05 |
|
Revenues |
|
$ |
158,628 |
|
|
$ |
149,287 |
|
|
$ |
135,221 |
|
|
$ |
131,087 |
|
|
$ |
128,756 |
|
|
$ |
122,596 |
|
|
$ |
122,194 |
|
|
$ |
121,372 |
|
Direct salaries and related costs(2) |
|
|
102,192 |
|
|
|
94,016 |
|
|
|
86,378 |
|
|
|
83,016 |
|
|
|
80,902 |
|
|
|
75,247 |
|
|
|
76,026 |
|
|
|
77,429 |
|
General and administrative(3) |
|
|
46,092 |
|
|
|
47,281 |
|
|
|
42,333 |
|
|
|
40,995 |
|
|
|
38,824 |
|
|
|
40,387 |
|
|
|
41,369 |
|
|
|
39,890 |
|
Net (gain) loss on disposal of
property and equipment(4) |
|
|
173 |
|
|
|
(13,870 |
) |
|
|
5 |
|
|
|
9 |
|
|
|
(35 |
) |
|
|
(47 |
) |
|
|
(1,627 |
) |
|
|
(69 |
) |
Restructuring and other charges
(reversals) (5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(56 |
) |
|
|
(258 |
) |
Impairment of long-lived
assets(6) |
|
|
|
|
|
|
63 |
|
|
|
|
|
|
|
382 |
|
|
|
|
|
|
|
605 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
10,171 |
|
|
|
21,797 |
|
|
|
6,505 |
|
|
|
6,685 |
|
|
|
9,065 |
|
|
|
6,404 |
|
|
|
6,482 |
|
|
|
4,380 |
|
Interest income |
|
|
1,610 |
|
|
|
1,399 |
|
|
|
2,855 |
|
|
|
921 |
|
|
|
894 |
|
|
|
719 |
|
|
|
496 |
|
|
|
450 |
|
Interest expense |
|
|
(211 |
) |
|
|
(187 |
) |
|
|
(183 |
) |
|
|
(93 |
) |
|
|
(95 |
) |
|
|
(113 |
) |
|
|
(385 |
) |
|
|
(74 |
) |
Income from rental
operations, net |
|
|
(20 |
) |
|
|
266 |
|
|
|
444 |
|
|
|
510 |
|
|
|
593 |
|
|
|
337 |
|
|
|
114 |
|
|
|
(104 |
) |
Other income (expense) |
|
|
(655 |
) |
|
|
(147 |
) |
|
|
154 |
|
|
|
(362 |
) |
|
|
(781 |
) |
|
|
335 |
|
|
|
704 |
|
|
|
(318 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before provision
(benefit) for income taxes |
|
|
10,895 |
|
|
|
23,128 |
|
|
|
9,775 |
|
|
|
7,661 |
|
|
|
9,676 |
|
|
|
7,682 |
|
|
|
7,411 |
|
|
|
4,334 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
(benefit) for income
taxes |
|
|
2,756 |
|
|
|
6,614 |
|
|
|
(1,996 |
) |
|
|
1,762 |
|
|
|
1,080 |
|
|
|
812 |
|
|
|
2,434 |
|
|
|
1,369 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (1) |
|
$ |
8,139 |
|
|
$ |
16,514 |
|
|
$ |
11,771 |
|
|
$ |
5,899 |
|
|
$ |
8,596 |
|
|
$ |
6,870 |
|
|
$ |
4,977 |
|
|
$ |
2,965 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per basic share(1,7) |
|
$ |
0.20 |
|
|
$ |
0.41 |
|
|
$ |
0.30 |
|
|
$ |
0.15 |
|
|
$ |
0.22 |
|
|
$ |
0.17 |
|
|
$ |
0.13 |
|
|
$ |
0.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total weighted average basic
shares |
|
|
40,282 |
|
|
|
40,181 |
|
|
|
39,900 |
|
|
|
39,451 |
|
|
|
39,282 |
|
|
|
39,291 |
|
|
|
39,289 |
|
|
|
39,195 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per diluted share(1,7) |
|
$ |
0.20 |
|
|
$ |
0.41 |
|
|
$ |
0.29 |
|
|
$ |
0.15 |
|
|
$ |
0.22 |
|
|
$ |
0.17 |
|
|
$ |
0.13 |
|
|
$ |
0.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total weighted average diluted
shares |
|
|
40,559 |
|
|
|
40,497 |
|
|
|
40,251 |
|
|
|
39,819 |
|
|
|
39,723 |
|
|
|
39,566 |
|
|
|
39,445 |
|
|
|
39,339 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The quarters ended September 30, 2006 and December 31, 2006 include the operating results
of the Argentina acquisition since July 3, 2006. See Note 2. |
|
(2) |
|
The quarters ended March 31, 2006 and December 31, 2005 include a $0.8 million and a $0.5
million charge for termination costs associated with exit activities in Germany, respectively. The
quarter ended December 31, 2005 includes a $0.6 million year-end bonus accrual. |
|
(3) |
|
The quarters ended December 31, 2006 and 2005 include a $0.9 million and a $0.5 million
reversal of bad debt expense. The quarter ended December 31, 2005 includes a $0.4 million reversal
of certain bonus accruals. |
|
(4) |
|
The quarters ended September 30, 2006, June 30, 2005 and December 31, 2005 include a net gain
of $13.9 million related to the sale of four U.S. third party leased facilities, $1.7 million
related to the sale of the Greeley, Colorado facility, and $0.1 million related to the sale of a
parcel of land in Klamath Falls, Oregon, respectively. |
|
(5) |
|
The quarters ended June 30, 2005 and March 31, 2005 include a reversal of restructuring and
other charges of $0.1 million and $0.2 million, respectively. |
|
(6) |
|
The quarters ended March 31, 2006 and September 30, 2005 include a $0.4 million and $0.6
million, charge associated with the impairment of long-lived assets, respectively. |
|
(7) |
|
Net income (loss) per basic and diluted share are computed independently for each of the
quarters presented and therefore may not sum to the total for the year. |
31
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 purchase of up to three million
shares of our outstanding common stock. A total of 1.6 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 2006,
we did not repurchase common shares under the 2002 repurchase program.
During 2006, we generated $44.8 million in cash from operating activities, received $15.4
million from the sale of four third party leased U.S. customer contact management centers, $4.3
million in cash from issuance of stock, $2.4 million from excess tax benefit from stock-based
compensation, $0.5 million from an employment grant and $0.1 million in cash from the sale of
property and equipment. Further, we used $19.4 million in funds for capital expenditures, $17.4
million in funds for the purchase of Apex, $4.7 million to purchase investments (primarily
restricted cash relating to the Apex acquisition) and $0.4 million to repay long-term debt assumed
with the Apex acquisition resulting in a $31.0 million increase in available cash (including the
favorable effects of international currency exchange rates on cash of $5.4 million).
Net cash flows provided by operating activities for 2006 were $44.8 million, compared to net
cash flows provided by operating activities of $48.2 million for 2005. The $3.4 million decrease in
net cash flows from operating activities was due to a $13.3 million net change in assets and
liabilities and a $9.0 million decrease in non-cash reconciling items such as deferred income taxes
and a net gain on disposal of property and equipment offset by an increase in net income of $18.9
million. This $13.3 million net change in assets and liabilities was principally a result of a
$20.0 million increase in receivables, a $1.6 million increase in other assets partially offset by
a $5.1 million increase in taxes payable, a $3.0 million increase in deferred revenue, and a $0.2
million increase in other liabilities.
Capital expenditures, which are generally funded by cash generated from operating activities
and borrowings available under our credit facilities, were $19.4 million for 2006, compared to $9.9
million for 2005, an increase of $9.5 million. During 2006, approximately 35% of the capital
expenditures were the result of investing in new and existing customer contact management centers,
primarily offshore, and 65% was expended primarily for maintenance and systems infrastructure. In
2007, we anticipate capital expenditures in the range of $25.0 million to $30.0 million.
An available source of future cash flows from financing activities is from borrowings under
our $50.0 million revolving credit facility (the Credit Facility), which amount is subject to
certain borrowing limitations. Pursuant to the terms of the Credit Facility, the amount of $50.0
million may be increased up to a maximum of $100.0 million with the prior written consent of the
lenders. The $50.0 million Credit Facility includes a $10.0 million swingline subfacility, a $15.0
million letter of credit subfacility and a $40.0 million multi-currency subfacility.
The Credit Facility, which includes certain financial covenants, may be used for general
corporate purposes including acquisitions, share repurchases, working capital support, and letters
of credit, subject to certain limitations. The Credit Facility, including the multi-currency
subfacility, accrues interest, at our option, at (a) the Base Rate (defined as the higher of the
lenders prime rate or the Federal Funds rate plus 0.50%) plus an applicable margin up to 0.50%, or
(b) the London Interbank Offered Rate (LIBOR) plus an applicable margin up to 2.25%. Borrowings
under the swingline subfacility accrue interest at the prime rate plus an applicable margin up to
0.50% and borrowings under the letter of credit subfacility accrue interest at the LIBOR plus an
applicable margin up to 2.25%. In addition, a commitment fee of up to 0.50% is charged on the
unused portion of the Credit Facility on a quarterly basis. The borrowings under the Credit
Facility, which will terminate on March 14, 2008, are secured by a pledge of 65% of the stock of
each of our active direct foreign subsidiaries. The Credit Facility prohibits us from incurring
additional indebtedness, subject to certain specific exclusions. There were no borrowings in 2006
and 2005 and no outstanding balances as of December 31, 2006 and 2005 with $50.0 million
availability under the Credit Facility. At December 31, 2006, we were in compliance with all loan
requirements of the Credit Facility.
32
At December 31, 2006, we had $158.6 million in cash, of which approximately $121.9 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 (if any), continued expansion objectives, anticipated levels of capital
expenditures and contractual obligations for the foreseeable future and stock repurchases.
Off-Balance Sheet Arrangements and Other
At December 31, 2006, we did not have any material commercial commitments, including
guarantees or standby repurchase obligations, or any relationships with unconsolidated entities or
financial partnerships, including entities often referred to as structured finance or special
purpose entities or variable interest entities, which would have been established for the purpose
of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
From time to time, during the normal course of business, we may make certain indemnities,
commitments and guarantees under which we may be required to make payments in relation to certain
transactions. These include, but are not limited to: (i) indemnities to clients, vendors and
service providers pertaining to claims based on negligence or willful misconduct and (ii)
indemnities involving breach of contract, the accuracy of representations and warranties, or other
liabilities assumed by us in certain contracts. In addition, we have agreements whereby we will
indemnify certain officers and directors for certain events or occurrences while the officer or
director is, or was, serving at our request in such capacity. The indemnification period covers all
pertinent events and occurrences during the officers or directors lifetime. The maximum potential
amount of future payments we could be required to make under these indemnification agreements is
unlimited; however, we have director and officer insurance coverage that limits our exposure and
enables us to recover a portion of any future amounts paid. We believe the applicable insurance
coverage is generally adequate to cover any estimated potential liability under these
indemnification agreements. The majority of these indemnities, commitments and guarantees do not
provide for any limitation of the maximum potential for future payments we could be obligated to
make. We have not recorded any liability for these indemnities, commitments and other guarantees in
the accompanying Consolidated Balance Sheets. In addition, we have some client contracts that do
not contain contractual provisions for the limitation of liability, and other client contracts that
contain agreed upon exceptions to limitation of liability. We have not recorded any liability in
the accompanying Consolidated Balance Sheets with respect to any client contracts under which we
have or may have unlimited liability.
33
Contractual Obligations
The following table summarizes our contractual cash obligations at December 31, 2006, and the
effect these obligations are expected to have on liquidity and cash flow in future periods (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due By Period |
|
|
|
|
|
|
|
Less Than |
|
|
1 3 |
|
|
3 5 |
|
|
After 5 |
|
|
|
Total |
|
|
1 Year |
|
|
Years |
|
|
Years |
|
|
Years |
|
Operating leases (1) |
|
$ |
38,636 |
|
|
$ |
11,475 |
|
|
$ |
10,803 |
|
|
$ |
5,144 |
|
|
$ |
11,214 |
|
Purchase obligations (2) |
|
|
8,715 |
|
|
|
6,747 |
|
|
|
1,968 |
|
|
|
|
|
|
|
|
|
Other long-term liabilities (3) |
|
|
3,463 |
|
|
|
|
|
|
|
|
|
|
|
8 |
|
|
|
3,455 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual cash obligations |
|
$ |
50,814 |
|
|
$ |
18,222 |
|
|
$ |
12,771 |
|
|
$ |
5,152 |
|
|
$ |
14,669 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Amounts represent the expected cash payments of our operating leases as discussed in Note 18
to the Consolidated Financial Statements. |
|
(2) |
|
Purchase obligations include 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 transaction. Purchase obligations exclude agreements that are cancelable without
penalty. |
|
(3) |
|
Other long-term liabilities, which exclude deferred income taxes, represent the expected cash
payments due under pension obligations and minority shareholders of certain subsidiaries. |
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:
§ |
|
We recognize revenue pursuant to applicable accounting standards, including SEC Staff
Accounting Bulletin (SAB) No. 101 (SAB 101), Revenue Recognition in Financial Statements,
SAB 104, Revenue Recognition and the Emerging Issues Task force (EITF) No. 00-21, (EITF
00-21)Revenue Arrangements with Multiple Deliverables. SAB 101, as amended, and SAB 104
summarize certain of the SEC staffs views in applying generally accepted accounting
principles to revenue recognition in financial statements and provide guidance on revenue
recognition issues in the absence of authoritative literature addressing a specific
arrangement or a specific industry. EITF 00-21 provides further guidance on how to account for
multiple element contracts. |
|
|
|
We recognize revenue from services as the services are performed 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.
Up-front fees received in connection with certain constracts are
deferred and recognized over the service period of the respective
contracts. Royalty revenue is recognized when a contract has been fully executed, the product has been
delivered or provided, the license fees or rights are fixed and determinable, the collection of
the resulting receivable is probable and there are no other contingencies. Revisions to these
estimates, which could result in adjustments to fixed price contracts and estimated losses, are
recorded in the period when such adjustments or losses are known or can be reasonably estimated.
Product sales are recognized upon shipment to the customer and satisfaction of all obligations. |
|
|
|
We recognize revenue from licenses of our software products and rights when the agreement has
been executed, the product or right has been delivered or provided, collectibility is probable
and the software license fees or rights are fixed and determinable. If any portion of the
license fees or rights is subject to forfeiture, refund or other contractual contingencies, we
defer revenue recognition until these contingencies have been resolved. Revenue from support and
maintenance activities is recognized ratably over the term of the maintenance period
and the unrecognized portion is recorded as deferred revenue. |
34
|
|
Revenue from contracts with multiple-deliverables to include hardware, software, consulting and
other services, or related contracts with the same client, are 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. Such criteria include 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. In some cases, revenue may be recognized over the contract period in
proportion to the level of service provided on a systematic and rational basis, using the
proportional performance method. 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. |
|
§ |
|
We maintain allowances for doubtful accounts of $2.5 million as of
December 31, 2006, or 2.2% of receivables, for estimated losses
arising from the inability of our customers to make required
payments. If the financial condition of our customers were to
deteriorate, resulting in a reduced ability to make payments,
additional allowances may be required which would reduce income
from operations. |
|
§ |
|
We reduce deferred tax assets by a valuation allowance if, based
on the weight of available evidence 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, 2006,
management determined that a valuation allowance of approximately
$35.3 million was necessary to reduce U.S. deferred tax assets by
$10.4 million and foreign deferred tax assets by $24.9 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 asset of $17.5 million at December
31, 2006 is dependent upon future profitability within each tax
jurisdiction. As of December 31, 2006, 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 asset will be
realized. |
|
|
|
We have a contingent income tax liability of $4.2 million
consisting of amounts for subsidiaries located in both the
Americas and EMEA segments that is accounted for in Income taxes
payable in the accompanying Consolidated Balance Sheets. The
amount of the contingent liability is based on an estimate of the
probable liability in accordance with SFAS No. 5 (SFAS 5)
Accounting for Contingencies, using available evidence,
including detailed analyses of the potential income tax issues,
income tax assessments and notices of
disallowance,
consultation with independent outside tax and legal advisors and
our historical experience in settling similar issues without
additional income tax liability. Changes in our assumptions,
estimates and judgments could impact our estimate of the probable
contingent income tax liability, thus materially impacting our
financial position and results of operations. |
|
§ |
|
We review long-lived assets, which had a carrying value of $96.7
million as of December 31, 2006, including goodwill, intangibles,
property and equipment, and investment in SHPS, Incorporated 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. |
35
Recent Accounting Pronouncements
In February 2006, the FASB issued SFAS No. 155 (SFAS 155), Accounting for Certain Hybrid
Financial Instruments, which amends SFAS No. 133 (SFAS 133), Accounting for Derivative
Instruments and Hedging Activities and SFAS No. 140 (SFAS 140), Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities. SFAS 155 simplifies the
accounting for certain derivatives embedded in other financial instruments by allowing them to be
accounted for as a whole if the holder elects to account for the whole instrument on a fair value
basis. SFAS 155 also clarifies and amends certain other provisions of SFAS 133 and SFAS 140. SFAS
155 is effective for all financial instruments acquired, issued or subject to a remeasurement event
occurring in fiscal years beginning after September 15, 2006. The adoption of SFAS 155 on January
1, 2007 did not have a material impact on our financial condition, results of operations or cash
flows.
In July 2006, the FASB issued FASB Interpretation 48 (FIN 48), Accounting for Uncertainty in
Income Taxes, which clarifies the accounting for uncertainty in income taxes recognized in the
financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN
48 provides guidance on the financial statement recognition and measurement of a tax position taken
or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods, disclosures, and transition.
FIN 48 is effective for fiscal years beginning after December 15, 2006. We are currently evaluating
the impact of this standard on our financial condition, results of operations and cash flows.
In September 2006, the FASB issued SFAS No. 157 (SFAS 157), Fair Value Measurements, which
defines fair value, establishes a framework for measuring fair value in accordance with generally
accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 is
effective for fiscal years ending on or after November 15, 2007. We are currently evaluating the
impact of this standard on our financial condition, results of operations and cash flows.
In September 2006, the FASB issued SFAS No. 158 (SFAS 158), Employers Accounting for Defined
Benefit Pension and Other Postretirement Plans an amendment of FASB Statements No. 87, 88, 106
and 132(R). SFAS 158 requires a company to (a) recognize in its statement of financial position an
asset for a plans overfunded status or a liability for a plans underfunded status (b) measure a
plans assets and its obligations that determine its funded status as of the end of the employers
fiscal year, and (c) recognize changes in the funded status of a defined postretirement plan in the
year in which the changes occur (reported in accumulated other comprehensive income). The
requirement to recognize the funded status of a benefit plan and the disclosure requirements are
effective for fiscal years ending after December 15, 2006. The requirement to measure the plan
assets and benefit obligations as of a companys year-end balance sheet date is effective for
fiscal years ending after December 15, 2008. We adopted the recognition provisions of SFAS 158,
which were effective on December 31, 2006, resulting in a $1.0 million non-cash charge to equity,
net of deferred taxes and a $1.6 million non-cash increase in total liabilities. See Note 19
Pension and Other Post-Retirement Benefits, for further information.
In September 2006, the SEC issued Staff Accounting Bulletin No, 108 (SAB 108), Considering
the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements. SAB 108 provides interpretive guidance on how the effects of the carryover or a
reversal of prior year misstatements should be considered in quantifying a current year
misstatement. The SEC staff believes that registrants should quantify errors using both a balance
sheet and income statement approach and evaluate whether either approach results in quantifying a
misstatement that, when all relevant quantitative and qualitative factors considered, is material.
The adoption of SAB 108 on December 31, 2006 did not have a material impact on our financial
condition, results of operations or cash flows.
In November 2006, the EITF reached a tentative conclusion on Issue No. 06-10 (EITF 06-10),
Accounting for Deferred Compensation and Postretirement Benefit Aspects of Collateral Assignment
Split-Dollar Life Insurance Arrangements. EITF 06-10 provides guidance on the employers
recognition of a liability and related compensation costs for collateral assignment split-dollar
life insurance arrangements that provide a benefit to an employee that extends into postretirement
periods and the asset in collateral assignment split-dollar life insurance arrangements. The
effective date of EITF 06-10 is for fiscal years beginning after December 15, 2007. We are
currently evaluating the impact of EITF 06-10 on our financial condition, results of operations and
cash flows.
36
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Foreign Currency and Interest Rate Risk
Our earnings and cash flows are subject to fluctuations due to changes in non-U.S. currency
exchange rates. We are exposed to non-U.S. exchange rate fluctuations as the financial results of
non-U.S. subsidiaries are translated into U.S. dollars in consolidation. As exchange rates vary,
those results, when translated, may vary from expectations and adversely impact overall expected
profitability. The cumulative translation effects for subsidiaries using functional currencies
other than the U.S. dollar are included in Accumulated Other Comprehensive Income (Loss) in
shareholders equity. Movements in non-U.S. currency exchange rates may affect our competitive
position, as exchange rate changes may affect business practices and/or pricing strategies of
non-U.S. based competitors. Periodically, we use foreign currency contracts to hedge intercompany
receivables and payables, and transactions initiated in the United States that are denominated in
foreign currency. The principal foreign currency hedged has been the Euro using foreign currency
contracts ranging in periods from one to three months. However, due to the strengthening
Philippine peso against the U.S. dollar, in February 2007 the Company entered into a foreign
currency contract to purchase Philippine pesos at a fixed price of $8.0 million to settle on March
30, 2007. Foreign currency contracts are accounted for on a mark-to-market basis, with realized and
unrealized gains or losses recognized in the current period, as we have not historically designated
our foreign currency contracts as accounting hedges. Unrealized and realized gains or losses
related to these contracts for the three years ended December 31, 2006 were immaterial.
Our exposure to interest rate risk results from variable debt outstanding under our revolving
credit facility. Based on our level of variable rate debt outstanding during the year ended
December 31, 2006, a one-point increase in the weighted average interest rate, which generally
equals the LIBOR rate plus an applicable margin, would not have had a material impact on our annual
interest expense.
At December 31, 2006, we had no debt outstanding at variable interest rates. We have not
historically used derivative instruments to manage exposure to changes in interest rates.
Item 8. Financial Statements and Supplementary Data
The financial statements and supplementary data required by this item are located beginning on
page 48 and page 31 of this report, respectively.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
As of December 31, 2006, 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
December 31, 2006, our disclosure controls and procedures were effective at the reasonable
assurance level.
Managements Report On Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as
amended). Because of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
37
We assessed the effectiveness of our internal control over financial reporting as of December
31, 2006. In making this assessment, we used the criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. We excluded Centro Interaccion Multimedia, S.A. (Apex) from our report on Internal
Control over financial reporting as it was acquired on July 3, 2006. In relation to the
consolidated financial results and position of the Company, Apex represented two percent of total
assets, three percent of revenues and one percent of net income of the consolidated financial
statements as of the year ended December 31, 2006.
Based on our assessment, management believes that, as of December 31, 2006, our internal
control over financial reporting was effective.
Our independent auditors, an independent registered public accounting firm, have issued their
attestation report on our assessment of our internal control over financial reporting. This report
appears on page 39.
Changes to Internal Control Over Financial Reporting
There were no significant changes in our internal control over financial reporting during the
quarter ended December 31, 2006 that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.
38
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Sykes Enterprises, Incorporated
Tampa, Florida
We have audited managements assessment, included in the accompanying Managements Report on
Internal Control over Financial Reporting, as included in Item 9A, Controls and Procedures, that
Sykes Enterprises, Incorporated and subsidiaries (the Company) maintained effective internal
control over financial reporting as of December 31, 2006, based on criteria established in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. As described in Managements Report on Internal Control over Financial Reporting,
management excluded from its assessment the internal control over financial reporting at Centro
Interacción Multimedia, S.A. (Apex), which was acquired on July 3, 2006 and whose financial
statements constitute two percent of total assets, three percent of revenues, and one percent of
net income of the consolidated financial statement amounts as of and for the year ended December
31, 2006. Accordingly, our audit did not include the internal control over financial reporting at
Apex. The Companys management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal control over financial
reporting. Our responsibility is to express an opinion on managements assessment and an opinion on
the effectiveness of the Companys internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating managements assessment, testing and evaluating the
design and operating effectiveness of internal control, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinions.
A companys internal control over financial reporting is a process designed by, or under the
supervision of, the companys principal executive and principal financial officers, or persons
performing similar functions, and effected by the companys board of directors, management, and
other personnel to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A companys internal control over financial reporting includes
those policies and procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the
possibility of collusion or improper management override of controls, material misstatements due to
error or fraud may not be prevented or detected on a timely basis. Also, projections of any
evaluation of the effectiveness of the internal control over financial reporting to future periods
are subject to the risk that the controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, managements assessment that the Company maintained effective internal control over
financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on
the criteria established in Internal ControlIntegrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Also in our opinion, the Company maintained,
in all material respects, effective internal control over financial reporting as of December 31,
2006, based on the criteria established in Internal ControlIntegrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated financial statements and financial statement schedule as of
and for the year ended
39
December 31, 2006 of the Company and our report dated March 13, 2007 expressed an unqualified
opinion on those financial statements and financial statement schedule.
/s/ Deloitte & Touche LLP
Certified Public Accountants
Tampa, Florida
March 13, 2007
40
Item 9B. Other Information
None.
PART III
Items 10. through 14.
All information required by Items 10 through 14, with the exception of information on
Executive Officers which appears in this report in Item 1 under the caption Executive Officers,
is incorporated by reference to SYKES Proxy Statement for the 2007 Annual Meeting of Shareholders.
41
PART IV
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this report:
|
(1) |
|
Consolidated Financial Statements |
|
|
|
|
The Index to Consolidated Financial Statements is set forth on page 48 of this report. |
|
|
(2) |
|
Financial Statements Schedule |
|
|
|
|
Schedule II Valuation and Qualifying Accounts is set forth on page 85 of this report. |
|
|
(3) |
|
Exhibits: |
|
|
|
Exhibit |
|
|
Number |
|
Exhibit Description |
2.1
|
|
Articles of Merger between Sykes Enterprises, Incorporated, a North Carolina Corporation, and Sykes
Enterprises, Incorporated, a Florida Corporation, dated March 1, 1996. (1) |
|
|
|
2.2
|
|
Articles of Merger between Sykes Enterprises, Incorporated and Sykes Realty, Inc. (1) |
|
|
|
2.3
|
|
Shareholder Agreement dated December 11, 1997, by and among Sykes Enterprises, Incorporated and
HealthPlan Services Corporation. (2) |
|
|
|
2.4
|
|
Stock Purchase Agreement, dated September 1, 1998, between Sykes Enterprises, Incorporated and
HealthPlan Services Corporation. (4) |
|
|
|
2.5
|
|
Merger Agreement, dated as of June 9, 2000, among Sykes Enterprises, Incorporated, SHPS, Incorporated,
Welsh Carson Anderson and Stowe, VIII, LP (WCAS) and Slugger Acquisition Corp. (9) |
|
|
|
2.6
|
|
Stock Purchase Agreement, dated as of July 3, 2006, between SEI International Services, S.a.r.l., a
Luxembourg corporation, and Sykes Enterprises, Incorporated Holdings B.V., a Netherlands corporation
(collectively the Purchasers) and Antonio Marcelo Cid, an individual, Humberto Daniel Sahade, an
individual, and AM Transport, LLC, a Delaware limited liability company (collectively the Sellers).
(29) |
|
|
|
3.1
|
|
Articles of Incorporation of Sykes Enterprises, Incorporated, as amended. (5) |
|
|
|
3.2
|
|
Articles of Amendment to Articles of Incorporation of Sykes Enterprises, Incorporated, as amended.
(6) |
|
|
|
3.3
|
|
Bylaws of Sykes Enterprises, Incorporated, as amended. (21) |
|
|
|
4.1
|
|
Specimen certificate for the Common Stock of Sykes Enterprises, Incorporated. (1) |
|
|
|
10.1
|
|
1996 Employee Stock Option Plan. (1)* |
|
|
|
10.2
|
|
Amended and Restated 1996 Non-Employee Director Stock Option Plan. (10)* |
|
|
|
10.3
|
|
1996 Non-Employee Directors Fee Plan. (1)* |
|
|
|
10.4
|
|
2004 Non-Employee Directors Fee Plan. (18)* |
|
|
|
10.5
|
|
Form of Split Dollar Plan Documents. (1)* |
|
|
|
10.6
|
|
Form of Split Dollar Agreement. (1)* |
|
|
|
10.7
|
|
Form of Indemnity Agreement between Sykes Enterprises, Incorporated and directors & executive officers.
(1) |
42
|
|
|
Exhibit |
|
|
Number |
|
Exhibit Description |
10.8
|
|
Tax Indemnification Agreement between Sykes Enterprises, Incorporated and John H. Sykes. (1)* |
|
|
|
10.9
|
|
1997 Management Stock Incentive Plan. (3)* |
|
|
|
10.10
|
|
1999 Employees Stock Purchase Plan. (7)* |
|
|
|
10.11
|
|
2000 Stock Option Plan. (8)* |
|
|
|
10.12
|
|
2001 Equity Incentive Plan. (11)* |
|
|
|
10.13
|
|
Deferred Compensation Plan (21)* |
|
|
|
10.14
|
|
2004 Non-Employee Director Stock Option Plan (17)* |
|
|
|
10.15
|
|
Form of Restricted Share And Stock Appreciation Right Award Agreement dated as of March 29, 2006
(26)* |
|
|
|
10.16
|
|
Form of Restricted Share And Bonus Award Agreement dated as of March 29, 2006 (26)* |
|
|
|
10.17
|
|
Form of Restricted Share Award Agreement dated as of May 24, 2006 (28)* |
|
|
|
10.18
|
|
Form of Restricted Share And Stock Appreciation Right Award Agreement dated as of January 2, 2007
(31)* |
|
|
|
10.19
|
|
Form of Restricted Share Award Agreement dated as of January 2, 2007 (31)* |
|
|
|
10.20
|
|
Amended and Restated Executive Employment Agreement dated as of October 1, 2001 between Sykes
Enterprises, Incorporated and John H. Sykes. (13)* |
|
|
|
10.21
|
|
Founders Retirement and Consulting Agreement dated December 10, 2004 between Sykes Enterprises,
Incorporated and John H. Sykes. (19)* |
|
|
|
10.22
|
|
Stock Option Agreement dated as of January 8, 2002, between Sykes Enterprises, Incorporated and John H.
Sykes. (13)* |
|
|
|
10.23
|
|
Employment Agreement dated as of August 1, 2004 between Sykes Enterprises, Incorporated and Charles E.
Sykes. (21)* |
|
|
|
10.24
|
|
First Amendment to Employment Agreement dated as of July 28, 2005 between Sykes Enterprises,
Incorporated and Charles E. Sykes. (25)* |
|
|
|
10.25
|
|
Second Amendment to Employment Agreement dated as of January 3, 2006, between Sykes Enterprises,
Incorporated and Charles E. Sykes. (24)* |
|
|
|
10.26
|
|
Stock Option Agreement dated as of March 15, 2002 between Sykes Enterprises, Incorporated and Charles
E. Sykes. (14)* |
|
|
|
10.27
|
|
Stock Option Agreement (Performance Accelerated Option) dated as of March 15, 2002 between Sykes
Enterprises, Incorporated and Charles E. Sykes. (14)* |
|
|
|
10.28
|
|
Employment Agreement dated as of March 6, 2005, between Sykes Enterprises, Incorporated and W. Michael
Kipphut. (20)* |
|
|
|
10.29
|
|
Stock Option Agreement dated as of October 1, 2001, between Sykes Enterprises, Incorporated and W.
Michael Kipphut. (13)* |
|
|
|
10.30
|
|
Employment Agreement dated as of April 4, 2006, between Sykes Enterprises, Incorporated and Jenna R.
Nelson. (27)* |
|
|
|
10.31
|
|
Stock Option Agreement dated as of March 11, 2002 between Sykes Enterprises, Incorporated and Jenna R.
Nelson. (14)* |
43
|
|
|
Exhibit |
|
|
Number |
|
Exhibit Description |
10.32
|
|
Independent Subcontractor Agreement dated as of July 27, 2004 between Sykes Enterprises, Incorporated
and Gerry L. Rogers.
(21)* |
|
|
|
10.33
|
|
First Amendment to Independent Subcontractor Agreement dated as of July 27, 2004 between Sykes
Enterprises, Incorporated and Gerry L. Rogers. (21)* |
|
|
|
10. 34
|
|
Stock Option Agreement dated as of March 11, 2002 between Sykes Enterprises, Incorporated and Gerry
Rogers. (14)* |
|
|
|
10.35
|
|
Stock Option Agreement dated as of October 1, 2001, between Sykes Enterprises, Incorporated and James
T. Holder. (13)* |
|
|
|
10.36
|
|
Amendment to Employment Agreement dated as of January 2, 2007, between Sykes Enterprises, Incorporated
and James T. Holder. (32)* |
|
|
|
10.37
|
|
Employment Agreement dated as of January 3, 2006, between Sykes Enterprises, Incorporated and William
N. Rocktoff. (24)* |
|
|
|
10.38
|
|
Stock Option Agreement dated as of March 18, 2002 between Sykes Enterprises, Incorporated and William
Rocktoff. (14)* |
|
|
|
10.39
|
|
Stock Option Agreement dated as of March 18, 2002 between Sykes Enterprises, Incorporated and William
Rocktoff. (15)* |
|
|
|
10.40
|
|
Employment Agreement dated as of January 2, 2007 between Sykes Enterprises, Incorporated and James
Hobby, Jr. (32)* |
|
|
|
10.41
|
|
Employment Agreement dated as of January 3, 2006, between Sykes Enterprises, Incorporated and Daniel L.
Hernandez. (24)* |
|
|
|
10.42
|
|
Employment Agreement dated as of September 13, 2005 between Sykes Enterprises, Incorporated and David
L. Pearson. (23)* |
|
|
|
10.43
|
|
Employment Agreement dated as of January 3, 2006 between Sykes Enterprises, Incorporated and Lawrence
R. Zingale. (24)* |
|
|
|
10.44
|
|
Credit Agreement Among Sykes Enterprises, Incorporated and Keybank National Association and BNP Paribas
dated March 15, 2004. (17) |
|
|
|
10.45
|
|
Amendment No. 1 to Credit Agreement Among Sykes Enterprises, Incorporated and Keybank National
Association and BNP Paribas dated October 18, 2004. (21) |
|
|
|
10.46
|
|
Amendment No. 2 to Credit Agreement Among Sykes Enterprises, Incorporated and Keybank National
Association and BNP Paribas dated May 25, 2005. (22) |
|
|
|
10.47
|
|
Real Estate Purchase and Sale Agreement Between Sykes Realty, Inc.(as Seller) and Sage Aggregation, LLC
(as Purchaser) Concerning Certain Properties Known as The Sykes Portfolio dated as of September 13,
2006 (30) |
|
|
|
14.1
|
|
Code of Ethics (16) |
|
|
|
21.1
|
|
List of subsidiaries of Sykes Enterprises, Incorporated. |
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm. |
|
|
|
24.1
|
|
Power of Attorney relating to subsequent amendments (included on the signature page of this report). |
|
|
|
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). |
44
|
|
|
Exhibit |
|
|
Number |
|
Exhibit Description |
32.1
|
|
Certification of Chief Executive Officer, pursuant to Section 1350. |
|
32.2
|
|
Certification of Chief Financial Officer, pursuant to Section 1350. |
|
|
*
|
|
Indicates management contract or compensatory plan or arrangement |
|
(1)
|
|
Filed as an Exhibit to the Registrants Registration Statement on
Form S-1 (Registration No. 333-2324) and incorporated herein by
reference. |
|
(2)
|
|
Filed as Exhibit 2.12 to the Registrants Form 10-K filed with the
Commission on March 16, 1998, and incorporated herein by reference. |
|
(3)
|
|
Filed as Exhibit 10 to the Registrants Form 10-Q filed with the
Commission on July 28, 1998, and incorporated herein by reference. |
|
(4)
|
|
Filed as Exhibit 2.1 to the Registrants Current Report on Form 8-K
filed with the Commission on September 25, 1998, and incorporated
herein by reference. |
|
(5)
|
|
Filed as Exhibit 3.1 to the Registrants Registration Statement on
Form S-3 filed with the Commission on October 23, 1997, and
incorporated herein by reference. |
|
(6)
|
|
Filed as Exhibit 3.2 to the Registrants Form 10-K filed with the
Commission on March 29, 1999, and incorporated herein by reference. |
|
(7)
|
|
Filed as Exhibit 10.19 to the Registrants Form 10-K filed with the
Commission on March 29, 1999, and incorporated herein by reference. |
|
(8)
|
|
Filed as Exhibit 10.23 to the Registrants Form 10-K filed with the
Commission on March 29, 2000, and incorporated herein by reference. |
|
(9)
|
|
Filed as Exhibit 2.1 to the Registrants Current Report on Form 8-K
filed with the Commission on July 17, 2000, and incorporated herein
by reference. |
|
(10)
|
|
Filed as Exhibit 10.12 to Registrants Form 10-Q filed with the
Commission on May 7, 2001, and incorporated herein by reference. |
|
(11)
|
|
Filed as Exhibit 10.32 to Registrants Form 10-Q filed with the
Commission on May 7, 2001, and incorporated herein by reference. |
|
(12)
|
|
Filed as Exhibit 10.33 to Registrants Form 10-Q filed with the
Commission on August 14, 2001, and incorporated herein by reference. |
|
(13)
|
|
Filed as an Exhibit to Registrants Form 10-K filed with the
Commission on March 15, 2002, and incorporated herein by reference. |
|
(14)
|
|
Filed as an Exhibit to Registrants Form 10-Q filed with the
Commission on May 10, 2002, and incorporated herein by reference. |
|
(15)
|
|
Filed as an Exhibit to Registrants Form 10-K filed with the
Commission on March 10, 2004, and incorporated herein by reference. |
|
(16)
|
|
Filed as an Exhibit to Registrants Proxy Statement for the 2004
annual meeting of shareholders filed with the Commission April 6,
2004. |
|
(17)
|
|
Filed as an Exhibit to the Registrants Current Report on Form 8-K
filed with the Commission on March 29, 2004, and incorporated herein
by reference. |
|
(18)
|
|
Filed as an Exhibit to Registrants Form 10-Q filed with the
Commission on August 9, 2004, and incorporated herein by reference. |
|
(19)
|
|
Filed as an Exhibit to the Registrants Current Report on Form 8-K
filed with the Commission on December 16, 2004, and incorporated
herein by reference. |
|
(20)
|
|
Filed as an Exhibit to the Registrants Current Report on Form 8-K
filed with the Commission on March 8, 2005, and incorporated herein
by reference. |
|
(21)
|
|
Filed as an Exhibit to Registrants Form 10-K filed with the
Commission on March 22, 2005, and incorporated herein by reference. |
|
(22)
|
|
Filed as an Exhibit to the Registrants Current Report on Form 8-K
filed with the Commission on May 31, 2005, and incorporated herein by
reference. |
|
(23)
|
|
Filed as an Exhibit to the Registrants Current Report on Form 8-K
filed with the Commission on September 19, 2005, and incorporated
herein by reference. |
|
(24)
|
|
Filed as an Exhibit to the Registrants Current Report on Form 8-K
filed with the Commission on January 5, 2006, and incorporated herein
by reference. |
|
(25)
|
|
Filed as an Exhibit to the Registrants Current Report on Form 10-K
filed with the Commission on March 14, 2006, and incorporated herein
by reference. |
|
(26)
|
|
Filed as an Exhibit to the Registrants Current Report on Form 8-K
filed with the Commission on April 4, 2006, and incorporated herein
by reference. |
45
|
|
|
(27)
|
|
Filed as an Exhibit to the Registrants Current Report on Form 8-K/A
filed with the Commission on April 5, 2006, and incorporated herein
by reference. |
|
(28)
|
|
Filed as an Exhibit to the Registrants Current Report on Form 8-K
filed with the Commission on May 31, 2006, and incorporated herein by
reference. |
|
(29)
|
|
Filed as an Exhibit to the Registrants Current Report on Form 8-K
filed with the Commission on July 10, 2006, and incorporated herein
by reference. |
|
(30)
|
|
Filed as an Exhibit to the Registrants Current Report on Form 8-K
filed with the Commission on September 19, 2006, and incorporated
herein by reference. |
|
(31)
|
|
Filed as an Exhibit to the Registrants Current Report on Form 8-K
filed with the Commission on December 28, 2006, and incorporated
herein by reference. |
|
(32)
|
|
Filed as an Exhibit to the Registrants Current Report on Form 8-K
filed with the Commission on January 4, 2007, and incorporated herein
by reference. |
46
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Tampa, and State of Florida, on this 13th day of March 2007.
|
|
|
|
|
|
SYKES ENTERPRISES, INCORPORATED
(Registrant)
|
|
|
By: |
/s/ W. Michael Kipphut
|
|
|
|
W. Michael Kipphut, |
|
|
|
Senior Vice President and Chief Financial Officer |
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the capacities and on the
dates indicated. Each person whose signature appears below constitutes and appoints W. Michael
Kipphut his true and lawful attorney-in-fact and agent, with full power of substitution and
revocation, for him and in his name, place and stead, in any and all capacities, to sign any and
all amendments to this report and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or should do in person, thereby ratifying and confirming all that
said attorneys-in-fact and agents, or either of them, may lawfully do or cause to be done by virtue
hereof.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Paul L. Whiting
Paul L. Whiting
|
|
Chairman of the Board
|
|
March 13, 2007 |
|
|
|
|
|
/s/ Charles E. Sykes
Charles E. Sykes
|
|
President and Chief Executive
Officer and Director (Principal Executive Officer)
|
|
March 13, 2007 |
|
|
|
|
|
/s/ Furman P. Bodenheimer, Jr.
Furman P. Bodenheimer, Jr.
|
|
Director
|
|
March 13, 2007 |
|
|
|
|
|
/s/ Mark C. Bozek
Mark C. Bozek
|
|
Director
|
|
March 13, 2007 |
|
|
|
|
|
/s/ Lt. Gen. Michael P. Delong (Ret.)
Lt. Gen. Michael P. Delong (Ret.)
|
|
Director
|
|
March 13, 2007 |
|
|
|
|
|
/s/ H. Parks Helms
H. Parks Helms
|
|
Director
|
|
March 13, 2007 |
|
|
|
|
|
/s/ Iain A. Macdonald
Iain A. Macdonald
|
|
Director
|
|
March 13, 2007 |
|
|
|
|
|
/s/ James S. MacLeod
James S. MacLeod
|
|
Director
|
|
March 13, 2007 |
|
|
|
|
|
/s/ Linda F. McClintock-Greco M.D.
Linda F. McClintock-Greco M.D.
|
|
Director
|
|
March 13, 2007 |
|
|
|
|
|
/s/ William J. Meurer
William J. Meurer
|
|
Director
|
|
March 13, 2007 |
|
|
|
|
|
/s/ James K. Murray, Jr.
James K. Murray, Jr.
|
|
Director
|
|
March 13, 2007 |
47
Table of Contents
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Page No. |
|
|
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49 |
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50 |
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51 |
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52 |
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53 |
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54 |
|
48
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Sykes Enterprises, Incorporated
Tampa, Florida
We have audited the accompanying consolidated balance sheets of Sykes Enterprises, Incorporated and
subsidiaries (the Company) as of December 31, 2006 and 2005, and the related consolidated
statements of operations, changes in shareholders equity, and cash flows for each of the three
years in the period ended December 31, 2006. Our audits also included the financial statement
schedule listed in the Index at Item 15. These financial statements and financial statement
schedule are the responsibility of the Companys management. Our responsibility is to express an
opinion on the financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects,
the financial position of Sykes Enterprises, Incorporated and subsidiaries as of December 31, 2006
and 2005, and the results of their operations and their cash flows for each of the three years in
the period ended December 31, 2006, in conformity with accounting principles generally accepted in
the United States of America. Also, in our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects the information set forth therein.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the effectiveness of the Companys internal control over financial reporting
as of December 31, 2006, based on the criteria established in Internal ControlIntegrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated
March 13, 2007 expressed an unqualified opinion on managements assessment of the effectiveness of
the Companys internal control over financial reporting and an unqualified opinion on the
effectiveness of the Companys internal control over financial reporting.
/s/ Deloitte & Touche LLP
Certified Public Accountants
Tampa, Florida
March 13, 2007
49
SYKES ENTERPRISES, INCORPORATED AND SUBSIDIARIES
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
(In thousands, except per share data) |
|
2006 |
|
|
2005 |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
158,580 |
|
|
$ |
127,612 |
|
Receivables, net |
|
|
115,016 |
|
|
|
88,213 |
|
Prepaid expenses and other current assets |
|
|
14,666 |
|
|
|
10,601 |
|
Assets held for sale |
|
|
509 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
288,771 |
|
|
|
226,426 |
|
Property and equipment, net |
|
|
66,205 |
|
|
|
72,261 |
|
Goodwill, net |
|
|
20,422 |
|
|
|
5,918 |
|
Intangibles, net |
|
|
8,004 |
|
|
|
2,112 |
|
Deferred charges and other assets |
|
|
32,171 |
|
|
|
24,468 |
|
|
|
|
|
|
|
|
|
|
$ |
415,573 |
|
|
$ |
331,185 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
19,270 |
|
|
$ |
12,990 |
|
Accrued employee compensation and benefits |
|
|
39,549 |
|
|
|
31,777 |
|
Deferred grants related to assets held for sale |
|
|
332 |
|
|
|
|
|
Income taxes payable |
|
|
5,445 |
|
|
|
2,220 |
|
Deferred revenue |
|
|
30,724 |
|
|
|
25,172 |
|
Other accrued expenses and current liabilities |
|
|
9,555 |
|
|
|
10,274 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
104,875 |
|
|
|
82,433 |
|
Deferred grants |
|
|
10,811 |
|
|
|
18,107 |
|
Other long-term liabilities |
|
|
8,414 |
|
|
|
4,555 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
124,100 |
|
|
|
105,095 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 18) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity: |
|
|
|
|
|
|
|
|
Preferred stock, $0.01 par value, 10,000 shares authorized;
no shares issued and outstanding |
|
|
|
|
|
|
|
|
Common stock, $0.01 par value; 200,000 shares authorized;
45,254 and 44,009 shares issued |
|
|
453 |
|
|
|
440 |
|
Additional paid-in capital |
|
|
179,021 |
|
|
|
165,674 |
|
Retained earnings |
|
|
158,058 |
|
|
|
115,735 |
|
Accumulated other comprehensive income (loss) |
|
|
5,869 |
|
|
|
(3,435 |
) |
|
|
|
|
|
|
|
|
|
|
343,401 |
|
|
|
278,414 |
|
Deferred stock compensation |
|
|
|
|
|
|
(355 |
) |
Treasury stock at cost: 4,703 shares and 4,712 shares |
|
|
(51,928 |
) |
|
|
(51,969 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity |
|
|
291,473 |
|
|
|
226,090 |
|
|
|
|
|
|
|
|
|
|
$ |
415,573 |
|
|
$ |
331,185 |
|
|
|
|
|
|
|
|
See accompanying notes to Consolidated Financial Statements.
50
SYKES ENTERPRISES, INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
(In thousands, except per share data) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
Revenues |
|
$ |
574,223 |
|
|
$ |
494,918 |
|
|
$ |
466,713 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Direct salaries and related costs |
|
|
365,602 |
|
|
|
309,604 |
|
|
|
300,600 |
|
General and administrative |
|
|
176,701 |
|
|
|
160,470 |
|
|
|
165,232 |
|
Net gain on disposal of property and equipment |
|
|
(13,683 |
) |
|
|
(1,778 |
) |
|
|
(6,915 |
) |
Net gain on insurance settlement |
|
|
|
|
|
|
|
|
|
|
(5,378 |
) |
Reversal of restructuring and other charges |
|
|
|
|
|
|
(314 |
) |
|
|
(113 |
) |
Impairment of long-lived assets |
|
|
445 |
|
|
|
605 |
|
|
|
690 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
529,065 |
|
|
|
468,587 |
|
|
|
454,116 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
45,158 |
|
|
|
26,331 |
|
|
|
12,597 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
6,785 |
|
|
|
2,559 |
|
|
|
2,445 |
|
Interest expense |
|
|
(674 |
) |
|
|
(667 |
) |
|
|
(773 |
) |
Income from rental operations, net |
|
|
1,200 |
|
|
|
940 |
|
|
|
151 |
|
Other |
|
|
(1,010 |
) |
|
|
(60 |
) |
|
|
1,441 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense) |
|
|
6,301 |
|
|
|
2,772 |
|
|
|
3,264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before provision (benefit) for income taxes |
|
|
51,459 |
|
|
|
29,103 |
|
|
|
15,861 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision (benefit) for income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
8,938 |
|
|
|
7,098 |
|
|
|
4,399 |
|
Deferred |
|
|
198 |
|
|
|
(1,403 |
) |
|
|
648 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total provision (benefit) for income taxes |
|
|
9,136 |
|
|
|
5,695 |
|
|
|
5,047 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
42,323 |
|
|
$ |
23,408 |
|
|
$ |
10,814 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
1.06 |
|
|
$ |
0.60 |
|
|
$ |
0.27 |
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
1.05 |
|
|
$ |
0.59 |
|
|
$ |
0.27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
39,829 |
|
|
|
39,204 |
|
|
|
39,607 |
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
40,219 |
|
|
|
39,536 |
|
|
|
39,722 |
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to Consolidated Financial Statements.
51
SYKES ENTERPRISES, INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Changes in Shareholders Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
Common Stock |
|
Additional |
|
|
|
|
|
Other |
|
Deferred |
|
|
|
|
|
|
Shares |
|
|
|
|
|
Paid-in |
|
Retained |
|
Comprehensive |
|
Stock |
|
Treasury |
|
|
(In thousands) |
|
Issued |
|
Amount |
|
Capital |
|
Earnings |
|
Income (Loss) |
|
Compensation |
|
Stock |
|
Total |
|
|
|
Balance at January 1, 2004 |
|
|
43,771 |
|
|
$ |
438 |
|
|
$ |
163,511 |
|
|
$ |
81,513 |
|
|
$ |
(208 |
) |
|
$ |
|
|
|
$ |
(44,422 |
) |
|
$ |
200,832 |
|
Issuance of common stock |
|
|
61 |
|
|
|
|
|
|
|
342 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
342 |
|
Tax benefit of exercise of
stock options |
|
|
|
|
|
|
|
|
|
|
32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32 |
|
Purchase of treasury stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,064 |
) |
|
|
(7,064 |
) |
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,814 |
|
|
|
5,079 |
|
|
|
|
|
|
|
|
|
|
|
15,893 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2004 |
|
|
43,832 |
|
|
|
438 |
|
|
|
163,885 |
|
|
|
92,327 |
|
|
|
4,871 |
|
|
|
|
|
|
|
(51,486 |
) |
|
|
210,035 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock |
|
|
166 |
|
|
|
2 |
|
|
|
836 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
838 |
|
Deferred stock compensation
for the issuance of restricted
common stock units |
|
|
|
|
|
|
|
|
|
|
854 |
|
|
|
|
|
|
|
|
|
|
|
(854 |
) |
|
|
|
|
|
|
|
|
Amortization of deferred
stock compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
499 |
|
|
|
|
|
|
|
499 |
|
Shares issued under executive
deferred compensation plan
and held in the rabbi trust |
|
|
11 |
|
|
|
|
|
|
|
99 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(483 |
) |
|
|
(384 |
) |
Comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,408 |
|
|
|
(8,306 |
) |
|
|
|
|
|
|
|
|
|
|
15,102 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2005 |
|
|
44,009 |
|
|
|
440 |
|
|
|
165,674 |
|
|
|
115,735 |
|
|
|
(3,435 |
) |
|
|
(355 |
) |
|
|
(51,969 |
) |
|
|
226,090 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification of deferred
stock compensation balance
upon adoption of SFAS 123R |
|
|
|
|
|
|
|
|
|
|
(355 |
) |
|
|
|
|
|
|
|
|
|
|
355 |
|
|
|
|
|
|
|
|
|
Issuance of common stock |
|
|
660 |
|
|
|
8 |
|
|
|
4,334 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,342 |
|
Stock-based compensation
expense |
|
|
|
|
|
|
|
|
|
|
2,460 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,460 |
|
Excess tax benefit from stock-
based compensation |
|
|
|
|
|
|
|
|
|
|
2,355 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,355 |
|
Issuance of common stock
under Deferred Compensation Plan and held in
rabbi trust, net of settlements |
|
|
1 |
|
|
|
|
|
|
|
70 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41 |
|
|
|
111 |
|
Issuance of restricted common
stock |
|
|
300 |
|
|
|
3 |
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock to
Board of Directors previously
deferred under the 1996 Non-
Employee Director Fee Plan |
|
|
14 |
|
|
|
|
|
|
|
47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47 |
|
Modification of Deferred
Compensation Plan |
|
|
|
|
|
|
|
|
|
|
40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40 |
|
Issuance of common stock for
business acquisition |
|
|
270 |
|
|
|
2 |
|
|
|
4,399 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,401 |
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,323 |
|
|
|
10,348 |
|
|
|
|
|
|
|
|
|
|
|
52,671 |
|
Adjustment upon adoption of
SFAS 158, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,044 |
) |
|
|
|
|
|
|
|
|
|
|
(1,044 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2006 |
|
|
45,254 |
|
|
$ |
453 |
|
|
$ |
179,021 |
|
|
$ |
158,058 |
|
|
$ |
5,869 |
|
|
$ |
|
|
|
$ |
(51,928 |
) |
|
$ |
291,473 |
|
|
|
|
See accompanying notes to Consolidated Financial Statements.
52
SYKES ENTERPRISES, INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
(In thousands) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
42,323 |
|
|
$ |
23,408 |
|
|
$ |
10,814 |
|
Depreciation and amortization, net |
|
|
24,747 |
|
|
|
25,943 |
|
|
|
30,237 |
|
Impairment of long-lived assets |
|
|
445 |
|
|
|
605 |
|
|
|
690 |
|
Reversal of restructuring and other charges |
|
|
|
|
|
|
(314 |
) |
|
|
(113 |
) |
Stock compensation expense |
|
|
2,460 |
|
|
|
441 |
|
|
|
|
|
Deferred income tax (benefit) provision |
|
|
198 |
|
|
|
(1,403 |
) |
|
|
648 |
|
Tax benefit from stock options |
|
|
|
|
|
|
|
|
|
|
32 |
|
Net gain on disposal of property and equipment |
|
|
(13,683 |
) |
|
|
(1,778 |
) |
|
|
(6,915 |
) |
Net gain on insurance settlement |
|
|
|
|
|
|
|
|
|
|
(5,378 |
) |
Termination costs associated with exit activities |
|
|
721 |
|
|
|
697 |
|
|
|
1,684 |
|
Bad debt expense (reversals) |
|
|
(600 |
) |
|
|
(649 |
) |
|
|
267 |
|
Foreign exchange gain on liquidation of foreign entity |
|
|
(48 |
) |
|
|
(366 |
) |
|
|
(680 |
) |
Unrealized gain on marketable securities |
|
|
(105 |
) |
|
|
(59 |
) |
|
|
|
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Receivables |
|
|
(20,816 |
) |
|
|
(795 |
) |
|
|
(8,699 |
) |
Prepaid expenses and other current assets |
|
|
(533 |
) |
|
|
(507 |
) |
|
|
357 |
|
Deferred charges and other assets |
|
|
(4,603 |
) |
|
|
(2,991 |
) |
|
|
491 |
|
Accounts payable |
|
|
2,481 |
|
|
|
(946 |
) |
|
|
(4,797 |
) |
Income taxes receivable/payable |
|
|
4,685 |
|
|
|
(470 |
) |
|
|
1,446 |
|
Accrued employee compensation and benefits |
|
|
2,758 |
|
|
|
2,277 |
|
|
|
(1,698 |
) |
Other accrued expenses and current liabilities |
|
|
(1,182 |
) |
|
|
1,424 |
|
|
|
(1,372 |
) |
Deferred revenue |
|
|
5,153 |
|
|
|
2,167 |
|
|
|
(2,931 |
) |
Other long-term liabilities |
|
|
371 |
|
|
|
1,485 |
|
|
|
(348 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
44,772 |
|
|
|
48,169 |
|
|
|
13,735 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
(19,420 |
) |
|
|
(9,910 |
) |
|
|
(25,665 |
) |
Cash paid for business acquisitions, net of cash acquired |
|
|
(17,417 |
) |
|
|
(3,246 |
) |
|
|
|
|
Proceeds from sale of facilities |
|
|
15,375 |
|
|
|
2,480 |
|
|
|
9,663 |
|
Proceeds from sale of property and equipment |
|
|
183 |
|
|
|
184 |
|
|
|
99 |
|
Proceeds from insurance settlement |
|
|
|
|
|
|
|
|
|
|
6,940 |
|
Investment in restricted cash, primarily related to the Apex acquisition (see Note 2) |
|
|
(4,723 |
) |
|
|
|
|
|
|
|
|
Other |
|
|
(132 |
) |
|
|
(357 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used for investing activities |
|
|
(26,134 |
) |
|
|
(10,849 |
) |
|
|
(8,963 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Payments of long-term debt |
|
|
(381 |
) |
|
|
(78 |
) |
|
|
(86 |
) |
Borrowings under long-term debt |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of stock |
|
|
4,342 |
|
|
|
838 |
|
|
|
342 |
|
Purchase of treasury stock |
|
|
|
|
|
|
|
|
|
|
(7,064 |
) |
Excess tax benefit from stock-based compensation |
|
|
2,355 |
|
|
|
|
|
|
|
|
|
Proceeds from grants |
|
|
531 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for) financing activities |
|
|
6,847 |
|
|
|
760 |
|
|
|
(6,808 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effects of exchange rates on cash |
|
|
5,483 |
|
|
|
(4,336 |
) |
|
|
3,819 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
|
30,968 |
|
|
|
33,744 |
|
|
|
1,783 |
|
CASH AND CASH EQUIVALENTS BEGINNING |
|
|
127,612 |
|
|
|
93,868 |
|
|
|
92,085 |
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS ENDING |
|
$ |
158,580 |
|
|
$ |
127,612 |
|
|
$ |
93,868 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for interest |
|
$ |
420 |
|
|
$ |
510 |
|
|
$ |
430 |
|
Cash paid during the year for income taxes |
|
$ |
10,007 |
|
|
$ |
10,006 |
|
|
$ |
11,216 |
|
See accompanying notes to Consolidated Financial Statements.
53
SYKES ENTERPRISES, INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Sykes Enterprises, Incorporated and consolidated subsidiaries (SYKES or the Company)
provides outsourced customer contact management solutions and services in the business process
outsourcing (BPO) arena to companies, primarily within the communications, technology/consumer,
financial services, healthcare, 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
communications 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, inventory
control, product delivery and product returns handling. The Company has operations in two
geographic regions 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.
Note 1. Summary of Accounting Policies
Principles of Consolidation The consolidated financial statements include the accounts of
SYKES and its wholly-owned subsidiaries and controlled majority-owned subsidiaries. All significant
intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires the Company to make
estimates and assumptions that affect the reported amounts of assets and liabilities and 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. Actual results could differ from
those estimates.
Recognition of Revenue Revenue is recognized pursuant to applicable accounting standards,
including Securities and Exchange Commission (SEC) Staff Accounting Bulletin (SAB) No. 101 (SAB
101), Revenue Recognition in Financial Statements, SAB 104, Revenue Recognition, and the
Emerging Issues Task Force (EITF) No. 00-21, Revenue Arrangements with Multiple Deliverables.
SAB 101, as amended, and SAB 104 summarize certain of the SEC staffs views in applying generally
accepted accounting principles to revenue recognition in financial statements and provide guidance
on revenue recognition issues in the absence of authoritative literature addressing a specific
arrangement or a specific industry. EITF 00-21 provides further guidance on how to account for
multiple element contracts.
The Company primarily recognizes its revenue from services as those services are performed
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. Royalty revenue is recognized when a contract has been fully executed, the
product has been delivered or provided, the license fees or rights are fixed and determinable, the
collection of the resulting receivable is probable and there are no other contingencies.
Adjustments to fixed price contracts and estimated losses, if any, are recorded in the period when
such adjustments or losses are known or can be reasonably estimated. Product sales are recognized
upon shipment to the customer and satisfaction of all obligations.
The Company recognizes revenue from software and contractually provided rights in accordance
with the American Institute of Certified Public Accountants (AICPA) Statement of Position 97-2,
Software Revenue Recognition (SOP 97-2), as amended by Statement of Position 98-4, Deferral of
the Effective Date of a Provision of SOP 97-2 (SOP 98-4), Statement of Position 98-9,
Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain Transactions (SOP
98-9), SAB 101, SAB 104 and EITF 00-21. Revenue is recognized from licenses of the Companys
software products and rights when the agreement has been executed, the product or right has been
delivered or provided, collectibility is probable and the software license fees or rights are fixed
and determinable. If any portion of the license fees or rights is subject to forfeiture, refund or
other contractual contingencies, the Company defers revenue recognition until these contingencies
have been resolved. SYKES
54
generally accounts for consulting services separate from software license fees for those
multi-element arrangements where consulting services are a separate element and are not essential
to the customers functionality requirements and there is vendor-specific objective evidence of the
fair value of the undelivered elements. Revenue from support and maintenance activities is
recognized ratably over the term of the maintenance period and the unrecognized portion is recorded
as deferred revenue.
Revenue from contracts with multiple-deliverables to include hardware, software, consulting
and other services, or related contracts with the same client, are 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. Such criteria include 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 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. In some cases, revenue may be recognized over the contract period in proportion to the
level of service provided on a systematic and rational basis, using the proportional performance
method. 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.
Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid
short-term investments. Cash in the amount of $158.6 million and $127.6 million at December 31,
2006 and 2005, respectively, was primarily held in interest bearing investments, which have an
average maturity of less than 60 days. Cash and cash equivalents of $121.9 million and $86.3
million at December 31, 2006 and 2005, respectively, were held in international operations and may
be subject to additional taxes if repatriated to the United States.
Allowance for Doubtful Accounts The Company maintains allowances for doubtful accounts of
$2.5 million and $3.1 million as of December 31, 2006 and 2005, or 2.2% and 3.5% of receivables,
respectively, for estimated losses arising from the inability of its customers to make required
payments. If the financial condition of the Companys customers were to deteriorate, resulting in a
reduced ability to make payments, additional allowances may be required which would reduce income
from operations. Based on a review of the accounts receivables balances and activity, the Company
reversed $0.6 million of the allowance for doubtful accounts during each of the years 2006 and
2005.
Property and Equipment Property and equipment is recorded at cost and depreciated using the
straight-line method over the estimated useful lives of the respective assets. Improvements to
leased premises are amortized over the shorter of the related lease term or the estimated useful
lives of the improvements. Cost and related accumulated depreciation on assets retired or disposed
of are removed from the accounts and any resulting gains or losses are credited or charged to
income. Depreciation expense was $25.0 million, $27.7 million and $32.3 million for 2006, 2005 and
2004, respectively. Property and equipment includes $2.0 million, $0.7 million and $0.1 million of
additions included in accounts payable at December 31, 2006, 2005 and 2004, respectively.
Accordingly, non-cash transactions have been excluded from the accompanying Consolidated Statements
of Cash Flows for 2006, 2005 and 2004, respectively.
The Company capitalizes certain costs incurred to internally develop software upon the
establishment of technological feasibility. Costs incurred prior to the establishment of
technological feasibility were expensed as incurred. Capitalized internally developed software
costs, net of accumulated amortization, were $0.6 million and $1.1 million at December 31, 2006 and
2005, respectively.
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 Statement of Financial Accounting Standards (SFAS) No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets. An asset is considered to be
impaired when the sum of the undiscounted future net cash flows expected to
55
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. During 2006, based on the Companys evaluation for
impairment, the Company recorded a $0.3 million impairment charge for property and equipment in one
of its underutilized European customer contact management centers. This impairment charge
represented the amount by which the carrying value of the assets exceeded the estimated fair value
of those assets which cannot be redeployed to other locations. Additionally, in 2006, the Company
recorded an impairment charge of $0.1 million for property and equipment no longer used in one of
its Philippine facilities. Except as noted above, as of December 31, 2006, the Company determined
that its property and equipment was not impaired, including the idle facility in Perry County,
Kentucky (as discussed below) which is being held and used for future use in the Companys
operations and increased demand for services.
In September 2005, the Company withdrew its plans to sell the Perry, Kentucky facility due to
increased demand for customer care management services from new and existing clients in the United
States. As a result, the net carrying value of $4.5 million of land, building and equipment related
to this site was reclassified from Assets held for sale to Property and Equipment. The net
carrying value of $4.5 million was offset by a related deferred grant in the amount of $1.9
million. The Company also recaptured the related depreciation, net of grant amortization of $0.7
million in 2005. In connection with the decision to reopen the Perry, Kentucky facility, certain
assets held for sale at this facility, which were not redeployed to other locations, were deemed
impaired, written down to fair value and subsequently sold for a nominal fee resulting in an
impairment charge of $0.5 million in 2005. The Perry facility remains idle as of December 31, 2006.
In 2005, in connection with the plan of migration of the call volumes of the customer contact
management services and related operations from the Companys Bangalore, India facility, a
component of the Americas segment, to other facilities as discussed in Note 15, the Company
redeployed property and equipment located in India totaling approximately $1.8 million and recorded
an asset impairment charge of $0.7 million for certain property and equipment in India as of
December 31, 2004. Upon completion of the redeployment of the property and equipment from the India
facility, the Company recorded an additional asset impairment charge of $0.1 million in September
2005.
Rent Expense The Company has entered into several operating lease agreements, some of which
contain provisions for future rent increases, rent free periods, or periods in which rent payments
are reduced. The total amount of the rental payments due over the lease term is being charged to
rent expense on the straight-line method over the term of the lease in accordance with SFAS No. 13
Accounting for Leases, FASB Technical Bulletin 88-1 Issues Relating to Accounting for Leases,
and FASB Technical Bulletin 85-3 Accounting for Operating Leases with Scheduled Rent Increases.
Investment in SHPS The Company holds a 4.6% ownership interest in SHPS, Incorporated, which
is accounted for at cost of approximately $2.1 million as of December 31, 2006 and 2005 and is
included in Deferred charges and other assets in the accompanying Consolidated Balance Sheets.
(See Note 8.) The Company will record an impairment charge or loss if it believes the investment
has experienced a decline in value that is other than temporary. 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.
Investments Held in Rabbi Trust Securities held in a rabbi trust for a supplemental
nonqualified executive retirement program, as more fully described in Note 20, Stock-Based
Compensation, include the fair market value of investments in various mutual funds and shares of
the Companys common stock. The fair market value of these investments is determined by quoted
market prices and is adjusted to the current market price at the end of each reporting period. The
investments held in mutual funds, classified as trading securities, had a fair market value of
approximately $1.0 million and $0.7 million at December 31, 2006 and 2005, respectively, and are
included in Prepaid expenses and other current assets and Deferred charges and other assets,
respectively in the accompanying Consolidated Balance Sheets. These investments were comprised of
79% equity securities and 21% debt securities at December 31, 2006. As of December 31, 2006 and
2005, Accumulated other comprehensive income (loss) in the accompanying Consolidated Balance
Sheets included approximately $0.1 million and $0.2 million in unrealized gains, respectively, from
holding these investments. During 2006 and 2005, the Company
56
recorded approximately $0.2 million and $0.2 million, respectively in compensation expense
associated with these investments, which is included in General and administrative in the
accompanying Consolidated Statements of Operations.
The investments held in the Companys common stock had a carrying value of approximately $0.4
million and $0.5 million at December 31, 2006 and 2005 and are included in Treasury Stock in the
accompanying Consolidated Balance Sheets.
Goodwill On January 1, 2002, the Company adopted SFAS No. 142 (SFAS 142), Goodwill and
Other Intangible Assets. According to this statement, goodwill and other intangible assets with
indefinite lives are no longer 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 SFAS 142, 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 goodwill within the reporting unit is less than
its carrying value. Based on the results of the Companys annual impairment reviews in the third
quarter of each year in accordance with SFAS 142, the Company determined that there has been no
impairment of goodwill. The Company expects to receive future benefits from previously acquired
goodwill over an indefinite period of time.
Intangible Assets Intangible assets, primarily customer relationships, existing technologies
and covenants not to compete, are amortized using the straight-line method over their estimated
period of benefit, generally ranging from two to fifteen years. 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. In
connection with a 2006 acquisition in Argentina and a 2005 acquisition in Canada, as discussed in
Note 2 Acquisitions and Dispositions, the Company recorded intangible assets of $6.9 million and
$2.4 million, respectively. The related amortization expense in 2006 and 2005 was $1.0 million and
$0.3 million, respectively. There was no amortization expense in 2004.
Income Taxes The Company accounts for income taxes under SFAS No. 109 (SFAS 109),
Accounting for Income Taxes. Deferred income tax assets and liabilities are provided to reflect
tax consequences of differences between the tax bases of assets and liabilities and their reported
amounts in the accompanying Consolidated Financial Statements.
Self-Insurance Programs The Company self-insures for certain levels of workers
compensation. Estimated costs of this self-insurance program are accrued at the projected
settlements for known and anticipated claims. Self-insurance liabilities of the Company amounted to
$1.2 million and $1.5 million at December 31, 2006 and 2005, respectively.
Deferred Grants Recognition of income associated with grants of land and the acquisition of
property, buildings and equipment is deferred until after the completion and occupancy of the
building and title has passed to the Company, and the funds have been released from escrow. The
deferred amounts for both land and building are amortized and recognized as a reduction of
depreciation expense included within general and administrative costs over the corresponding useful
lives of the related assets. Amounts received in excess of the cost of the building are allocated
to the cost of equipment and, only after the grants are released from escrow, recognized as a
reduction of depreciation expense over the weighted average useful life of the related equipment,
which approximates five years. Amortization of the deferred grants that is included as a reduction
to General and administrative costs in the accompanying Consolidated Statements of Operations was
approximately $1.3 million, $2.0 million and $2.1 million for the years ended December 31, 2006,
2005 and 2004, respectively. Upon sale of the related facilities, any deferred grant balance is
recognized in full and is included in the gain on sale of property and equipment.
In April 2006, the Company executed an agreement with a government entity in Ireland, which
agreed to pay $0.8 million to the Company to provide 100 new permanent jobs (on or before December
31, 2008) in excess of the existing base employment as of December 31, 2004, subject to certain
terms and conditions. These grants were awarded by the government for creating and maintaining
permanent employment positions in Ireland for a period of at least five years. During December
2006, the Company received employment grants totaling $0.5 million for jobs created under this
agreement. This amount was deferred as of December 31, 2006, and will be amortized and recorded in
Other Income in the Consolidated Statement of Operations using the proportionate performance
model
57
over the five-year employment period. At December 31, 2006, the Companys relevant employment
levels met or exceeded the base employment levels set by the government.
Deferred Revenue The Company receives up-front fees in connection with certain contracts.
The deferred revenue is earned over the service periods of the respective contracts, which range
from six months to seven years. Deferred revenue included in current liabilities in the
accompanying Consolidated Balance Sheets includes the up-front fees associated with services to be
provided over the next ensuing twelve month period and the up-front fees associated with services
to be provided over multiple years in connection with contracts that contain cancellation and
refund provisions, whereby the manufacturers or customers can terminate the contracts and demand
pro-rata refunds of the up-front fees with short notice. Deferred revenue included in current
liabilities in the accompanying Consolidated Balance Sheets also includes estimated penalties and
holdbacks for failure to meet specified minimum service levels in certain contracts and other
performance based contingencies.
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), which are discussed more fully in Note 20. 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 to satisfy stock option exercises or vesting of stock
awards.
Effective January 1, 2006, the Company adopted the provisions of SFAS No. 123R, (SFAS 123R),
Share-Based Payment, for its stock-based compensation plans. In conjunction with the adoption of
SFAS 123R on January 1, 2006 the Company also adopted the following: Staff Accounting Bulletin
(SAB) 107, Share-Based Payments, which provides guidance on valuation methods available and other
matters; Financial Accounting Standards Board (FASB) Staff Position No. 123 R-2 (SFAS 123R-2),
Practical Accommodation to the Application of Grant Date as Defined in SFAS 123R, which provides
guidance on the application of grant date; and FASB Staff Position SFAS No. 123R-3, Transition
Election Related to Accounting for the Tax Effects of Share Based Payment Awards, which provides
for an elective alternative transition method that establishes a computational component to arrive
at the beginning balance of the accumulated paid-in capital pool related to employee compensation
and a simplified method to determine the subsequent impact on the accumulated paid-in capital pool
of employee awards that are fully vested and outstanding upon the adoption of SFAS 123R. The
Company elected to use the alternative transition method in conjunction with the adoption of SFAS
123R. The adoption of SFAS 123R did not have a material effect on the Companys income before
provision for income taxes, net income, cash flows and basic and diluted earnings per share for the
year ended December 31, 2006.
SFAS 123R requires companies to recognize in their income statement the grant-date fair value
of stock options and other equity-based compensation issued to employees and directors. The
standard requires that compensation expense for most equity-based awards be 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) be measured to fair-value
at each balance sheet date until the award is settled. Under SFAS 123R, the pro forma disclosures
previously permitted are no longer an alternative to financial statement recognition. The Company
elected to use the modified prospective method which requires the Company to record compensation
expense for the non-vested portion of previously issued awards that remain outstanding at the
initial date of adoption of SFAS 123R and to record compensation expense for any awards issued or
modified after January 1, 2006. Results for prior periods have not been restated. Upon adoption of
SFAS 123R, the deferred stock compensation balance of $0.4 million as of January 1, 2006 was
reclassified to additional paid-in capital in the accompanying Consolidated Statement of Changes in
Shareholders Equity. SFAS 123R also requires the benefits of tax deductions in excess of
recognized compensation cost to be reported as a financing cash flow and a corresponding reduction
in operating cash flows, rather than as an operating cash flow as previously required. Accordingly,
the excess tax benefit of $2.4 million for the year ended December 31, 2006 was classified as a
financing cash flow and a corresponding reduction in operating cash flows in the accompanying
Consolidated Statement of Cash Flows.
On February 1, 2005, the Compensation Committee of the Board of Directors approved
accelerating the vesting of most out-of-the-money, unvested stock options held by current
employees, including executive officers and certain employee directors. An option was considered
out-of-the-money if the stated option exercise price was greater than the closing price, $7.23, of
the Companys common stock on the day the Compensation Committee approved the acceleration. The
aggregate number of shares issuable under the accelerated stock options was 125,550 at a weighted
average exercise price of $9.416 as of February 1, 2005.
58
The Compensation Committee also approved accelerating the vesting of out-of the-money,
unvested stock options held by non-employee directors, subject to shareholder approval at the May
2005 Annual Shareholders Meeting. Options held by non-employee directors were considered
out-of-the-money if the stated option exercise price was greater than the closing price, $8.39, of
the Companys common stock on May 24, 2005. Upon shareholder approval in May 2005, the Company
accelerated the vesting of 8,332 unvested stock options at an exercise price of $8.732 on May 24,
2005. There was no additional compensation expense recognized in 2005, or in the amounts in the pro
forma stock-based compensation table presented within this Note 1, as a result of accelerating the
vesting of the stock options on February 1, 2005 and May 24, 2005.
The decision to accelerate vesting of these options and eliminate future compensation expense
was based on a review of the Companys long-term incentive programs in light of current market
conditions and changing accounting rules regarding stock option expensing under SFAS 123R.
Excluding holders of foreign stock options that elected to decline the accelerated vesting, it is
estimated that the maximum future compensation expense that would have been charged to earnings,
absent the acceleration of these options, based on adoption date for SFAS 123R as of January 1,
2006, was less than $0.1 million.
Prior to January 1, 2006, the Company accounted for its stock-based compensation plans under
the recognition and measurement principles of Accounting Principles Board Opinion (APB) No. 25
(APB 25), Accounting for Stock Issued to Employees and related interpretations and disclosure
requirements established by SFAS No. 123 (SFAS 123), Accounting for Stock-Based Compensation. The
Company had the option under SFAS 123 to measure compensation costs for stock options using the
intrinsic value method prescribed by APB 25. Under APB 25, compensation expense was generally not
recognized for stock option grants if the exercise price was the same as the market price and the
number of shares to be issued was set on the date the employee stock options were granted. Since
the Company granted employee stock options on this basis and the Company elected to use the
intrinsic value method, no compensation expense was recognized for stock option grants. For grants
of common stock units awarded to non-employee directors, under the 2004 Non-Employee Director Fee
Plan, compensation expense was recognized over the requisite service periods based on the fair
value of the Companys stock on the date of grant, which is the same under APB 25 and SFAS 123R.
The following table presents the impact on net income and net income per share as if the
Company had elected to recognize compensation expense for the issuance of options to employees of
the Company based on the fair value method of accounting prescribed by SFAS 123 prior to the
adoption of SFAS 123R (in thousands except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2005 |
|
|
2004 |
|
Net Income: |
|
|
|
|
|
|
|
|
Net income as reported |
|
$ |
23,408 |
|
|
$ |
10,814 |
|
Add: Stock-based compensation included in reported
net income, net of tax |
|
|
441 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deduct: Stock-based compensation under the
fair value method, net of tax |
|
|
(1,090 |
) |
|
|
(404 |
) |
|
|
|
|
|
|
|
Pro forma net income |
|
$ |
22,759 |
|
|
$ |
10,410 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income Per Share: |
|
|
|
|
|
|
|
|
Basic, as reported |
|
$ |
0.60 |
|
|
$ |
0.27 |
|
Basic, pro forma |
|
$ |
0.58 |
|
|
$ |
0.26 |
|
Diluted, as reported |
|
$ |
0.59 |
|
|
$ |
0.27 |
|
Diluted, pro forma |
|
$ |
0.58 |
|
|
$ |
0.26 |
|
The Company has not issued any stock options since January 1, 2004. For options issued before
this date, the Company used the Black-Scholes option pricing model to estimate the fair value of
each stock option at the date of grant using various assumptions.
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:
59
|
|
|
Cash, Accounts Receivable, Marketable Securities and Accounts Payable. The carrying
amounts reported in the balance sheet for cash, accounts receivable, marketable securities
and accounts payable approximates their fair values. |
|
|
|
|
Long-Term Debt. The fair value of the Companys long-term debt, including the current
portion thereof, is estimated based on the quoted market price for the same or similar
types of borrowing arrangements. The carrying value of the Companys long-term debt
approximates fair value. As of December 31, 2006 and 2005, the Company had no outstanding
long-term debt. |
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), 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 determining net income. Such gains
and losses are included in other income (expense) in the accompanying Consolidated Statements of
Operations.
Foreign Currency and Derivative Instruments Periodically, the Company
enters into foreign currency contracts with financial institutions to protect against currency
exchange risks associated with existing assets and liabilities denominated in a foreign currency.
These contracts require the Company to exchange currencies in the future at rates agreed upon at
the contracts inception. Historically, the contracts entered into by the Company have been
primarily related to the Euro. In February 2007, the Company entered into a foreign currency
contract to buy Philippine pesos at a fixed price of $8.0 million to settle on March 30, 2007. A
foreign currency contract acts as an economic hedge as the gains and losses on these contracts
typically offset or partially offset gains and losses on the assets, liabilities, and transactions
being hedged. The Company has not historically designated its foreign currency contracts as
accounting hedges and has not held or issued financial instruments for speculative or trading
purposes. Foreign currency contracts are accounted for on a mark-to-market basis, with unrealized
gains or losses recognized as a component of income in the current period.
Unrealized and realized gains or losses related to these contracts for the three years ended
December 31, 2006 were immaterial.
Recent Accounting Pronouncements In February 2006, the
FASB issued SFAS No. 155 (SFAS 155), Accounting for Certain Hybrid Financial Instruments, which
amends SFAS No. 133 (SFAS 133), Accounting for Derivative Instruments and Hedging Activities and
SFAS No. 140 (SFAS 140), Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities. SFAS 155 simplifies the accounting for certain derivatives
embedded in other financial instruments by allowing them to be accounted for as a whole if the
holder elects to account for the whole instrument on a fair value basis. SFAS 155 also clarifies
and amends certain other provisions of SFAS 133 and SFAS 140. SFAS 155 is effective for all
financial instruments acquired, issued or subject to a remeasurement event occurring in fiscal
years beginning after September 15, 2006. The adoption of SFAS 155 on January 1, 2007 did not have
a material impact on the financial condition, results of operations or cash flows of the Company.
In July 2006, the FASB issued FASB Interpretation 48 (FIN 48), Accounting for Uncertainty in
Income Taxes, which clarifies the accounting for uncertainty in income taxes recognized in the
financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN
48 provides guidance on the financial statement recognition and measurement of a tax position taken
or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods, disclosures, and transition.
FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company is currently
evaluating the impact of this standard on its financial condition, results of operations and cash
flows.
In September 2006, the FASB issued SFAS No. 157 (SFAS 157), Fair Value Measurements, which
defines fair value, establishes a framework for measuring fair value in accordance with generally
accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 is
effective for fiscal years ending on or after November 15, 2007. The Company is currently
evaluating the impact of this standard on its financial condition, results of operations and cash
flows.
In September 2006, the FASB issued SFAS No. 158 (SFAS 158), Employers Accounting for Defined
Benefit Pension and Other Postretirement Plans an amendment of FASB Statements No. 87, 88, 106
and 132(R). SFAS
60
158 requires a company to (a) recognize in its statement of financial position an asset for a
plans overfunded status or a liability for a plans underfunded status (b) measure a plans assets
and its obligations that determine its funded status as of the end of the employers fiscal year,
and (c) recognize changes in the funded status of a defined postretirement plan in the year in
which the changes occur (reported in accumulated other comprehensive income). The requirement to
recognize the funded status of a benefit plan and the disclosure requirements are effective for
fiscal years ending after December 15, 2006. The requirement to measure the plan assets and
benefit obligations as of a companys year-end balance sheet date is effective for fiscal years
ending after December 15, 2008. The Company adopted the recognition provisions of SFAS 158, which
were effective on December 31, 2006, resulting in a $1.0 million non-cash charge to equity, net of
deferred taxes and a $1.6 million non-cash increase in total liabilities. See Note 19 Pension and
Other Post-Retirement Benefits, for further information.
In September 2006, the SEC issued Staff Accounting Bulletin No. 108 (SAB 108), Considering
the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements. SAB 108 provides interpretive guidance on how the effects of the carryover or a
reversal of prior year misstatements should be considered in quantifying a current year
misstatement. The SEC staff believes that registrants should quantify errors using both a balance
sheet and income statement approach and evaluate whether either approach results in quantifying a
misstatement that, when all relevant quantitative and qualitative factors considered, is material.
The adoption of SAB 108 on December 31, 2006 did not have a material impact on the financial
condition, results of operations or cash flows of the Company.
In November 2006, the EITF reached a tentative conclusion on Issue No. 06-10 (EITF 06-10),
Accounting for Deferred Compensation and Postretirement Benefit Aspects of Collateral Assignment
Split-Dollar Life Insurance Arrangements. EITF 06-10 provides guidance on the employers
recognition of a liability and related compensation costs for collateral assignment split-dollar
life insurance arrangements that provide a benefit to an employee that extends into postretirement
periods and the asset in collateral assignment split-dollar life insurance arrangements. The
effective date of EITF 06-10 is for fiscal years beginning after December 15, 2007. The Company
is currently evaluating the impact of EITF 06-10 on its financial condition, results of operations
and cash flows.
Note 2. Acquisitions and Dispositions
In April 2004, related to the Companys efforts to realign the EMEA cost
structure with current business levels, the Company proposed a liquidation plan to close its
operations in Turkey. Accordingly, the Company transferred one remaining contract to other SYKES
subsidiaries and shutdown the operations. In May 2004, the Company substantially completed the
liquidation of its net investment in Turkey. As a result, the net effect of the translation gains
and losses of $0.7 million was recognized as a gain on liquidation of a foreign entity and included
in Other income in the accompanying 2004 Consolidated Statement of Operations. Due to the
immaterial amounts, the financial data related to the Companys net investment in Turkey has not
been classified as discontinued operations.
The Company reported a net loss from Turkeys operations, excluding the $0.7 million
previously mentioned foreign translation gain, of $0.3 million for 2004.
On March 1, 2005, the Company purchased the shares of Kelly, Luttmer & Associates Limited
(KLA) located in Calgary, Alberta, Canada, which included net assets of approximately $0.2
million. KLA specializes in providing call center services for organizational health, employee
assistance, occupational health, and disability management. The Company acquired these operations
in an effort to broaden its operations in the healthcare sector. Total cash consideration paid was
approximately $3.2 million based on foreign currency rates in effect at the date of the
acquisition. Based on a third-party valuation, the purchase price resulted in a purchase price
allocation to net assets of $0.2 million, to purchased intangible assets of $2.4 million (primarily
customer relationships) and to goodwill of $0.6 million.
Pro-forma results of operations, in respect to this acquisition, have not been presented
because the effect of this acquisition was not material.
On July 3, 2006, the Company completed the acquisition of all the outstanding shares of
capital stock Centro Interacción Multimedia, S.A. (Apex), an established customer contact
management solutions and services provider headquartered in the City of Cordoba, Argentina. Apex
serves clients in Argentina, Mexico and the United States. The results of operations of Apex have
been included in the Companys results of operations for its Americas segment beginning in the
third quarter of 2006. Client programs range from in-bound customer care and help-desk/technical
support to out-bound sales and cross selling within the business-to-consumer and certain
61
business-to-business segments for Internet Service Providers, wireless carriers and credit card
companies. The Company acquired these operations in an effort to broaden its operations in a
growing market in the communications and financial services verticals. The purchase price for the
shares was $27.4 million less $0.4 million, representing APEXs obligations on certain of its
capital leases as of the closing date, for a net purchase price of $27.0 million, eighty percent of
which ($21.6 million) was paid in cash from offshore operations and twenty percent of which ($5.4
million) was paid by the delivery of 330,992 shares of the common stock of the Company, valued at
$16.324 per share. Of the net purchase price of $27.0 million, $5.0 million was paid to an escrow
account (eighty percent in cash and twenty percent in common stock) to secure the sellers
indemnification obligations and to provide for a holdback of the purchase price until amounts
billed by Apex to a major client reach established targets. At the end of a two-year escrow period,
any portion of the cash and stock not retained to satisfy the holdback provisions of the purchase
price will be returned to the sellers. Based on a third-party valuation, the net purchase price of
$27.0 million less the $5.0 million contingent purchase price held in escrow plus direct
acquisition costs of $0.5 million, or $22.5 million, resulted in a purchase price allocation to net
assets of $4.2 million, to purchased intangible assets of $6.9 million (primarily customer
relationships, existing technologies and covenants not to compete) and to goodwill of $14.3 million
less a deferred tax liability of $2.9 million.
On July 3, 2006, after the acquisition of Apex was completed, the Company contributed
additional capital of $1.3 million to Apex for working capital support and general corporate
purposes.
The following unaudited pro forma data summarizes the combined results of operations of Sykes
and Apex for all periods presented as if the combination had been consummated on January 1, 2005.
|
|
|
|
|
|
|
|
|
|
|
Years Ended |
|
|
December 31, |
|
|
2006 |
|
2005 |
Revenues |
|
$ |
588,280 |
|
|
$ |
514,934 |
|
Income before provision for income taxes |
|
$ |
54,144 |
|
|
$ |
30,379 |
|
Net income |
|
$ |
44,064 |
|
|
$ |
24,165 |
|
Net income per diluted share |
|
$ |
1.10 |
|
|
$ |
0.61 |
|
The purchased intangible assets resulting from these acquisitions (other than goodwill) are
amortized over a range of one to fifteen years, resulting in amortization expense of $1.0 million
and $0.3 million for 2006 and 2005, respectively, which is included in General and administrative
costs in the accompanying Consolidated Statements of Operations. The following table presents the
purchased intangible assets (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Gross carrying amount |
|
$ |
9,348 |
|
|
$ |
2,432 |
|
Less: accumulated amortization |
|
|
1,344 |
|
|
|
320 |
|
|
|
|
|
|
|
|
Net carrying amount |
|
$ |
8,004 |
|
|
$ |
2,112 |
|
|
|
|
|
|
|
|
Estimated future amortization expense for the five succeeding years excluding the effects of
the contingent purchase price held in escrow is as follows (in thousands):
|
|
|
|
|
Year Ending December 31, |
|
Amount |
2007 |
|
$ |
1,475 |
|
2008 |
|
$ |
1,361 |
|
2009 |
|
$ |
1,279 |
|
2010 |
|
$ |
1,251 |
|
2011 |
|
$ |
1,150 |
|
62
Note 3. Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk
consist principally of trade receivables. The Companys credit concentrations are limited due to
the wide variety of customers and markets in which the Companys services are sold.
Note 4. Receivables
Receivables consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Trade accounts receivable |
|
$ |
115,848 |
|
|
$ |
86,638 |
|
Income taxes receivable |
|
|
266 |
|
|
|
2,849 |
|
Other |
|
|
1,436 |
|
|
|
1,777 |
|
|
|
|
|
|
|
|
|
|
|
117,550 |
|
|
|
91,264 |
|
|
|
|
|
|
|
|
|
|
Less allowance for doubtful accounts |
|
|
2,534 |
|
|
|
3,051 |
|
|
|
|
|
|
|
|
|
|
$ |
115,016 |
|
|
$ |
88,213 |
|
|
|
|
|
|
|
|
Note 5. Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Deferred tax asset (Note 14) |
|
$ |
5,385 |
|
|
$ |
3,263 |
|
Prepaid maintenance |
|
|
1,435 |
|
|
|
1,527 |
|
Inventory, at cost |
|
|
1,229 |
|
|
|
1,093 |
|
Prepaid rent |
|
|
1,395 |
|
|
|
1,178 |
|
Prepaid insurance |
|
|
485 |
|
|
|
1,487 |
|
Restricted cash and short-term investments |
|
|
1,316 |
|
|
|
369 |
|
Prepaid other |
|
|
3,421 |
|
|
|
1,684 |
|
|
|
|
|
|
|
|
|
|
$ |
14,666 |
|
|
$ |
10,601 |
|
|
|
|
|
|
|
|
Note 6. Assets Held for Sale
As of December 31, 2006, assets held for sale with a carrying value of $0.5 million consisted
of vacant land neighboring third party leased U.S. customer contact management centers sold in
September 2006. (See Note 7, Property and Equipment). Related to these assets are deferred grants
of $0.3 million as of December 31, 2006, which are included in Deferred grants related to assets
held for sale in the accompanying Consolidated Balance Sheets.
Note 7. Property and Equipment
Property and equipment consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Land |
|
$ |
3,589 |
|
|
$ |
3,795 |
|
Buildings and leasehold improvements |
|
|
45,208 |
|
|
|
50,119 |
|
Equipment, furniture and fixtures |
|
|
174,084 |
|
|
|
162,673 |
|
Capitalized software development costs |
|
|
5,081 |
|
|
|
4,778 |
|
Transportation equipment |
|
|
690 |
|
|
|
392 |
|
Construction in progress |
|
|
1,583 |
|
|
|
773 |
|
|
|
|
|
|
|
|
|
|
|
230,235 |
|
|
|
222,530 |
|
Less accumulated depreciation |
|
|
164,030 |
|
|
|
150,269 |
|
|
|
|
|
|
|
|
|
|
$ |
66,205 |
|
|
$ |
72,261 |
|
|
|
|
|
|
|
|
On December 31, 2003, the Company sold the land and building related to its Eveleth, Minnesota
facility for $2.3
63
million, for which the Company received $0.3 million cash and a $2.0 million note receivable,
resulting in a net gain of $1.7 million recognized over the term of the note using the installment
sales method of accounting. The net book value of the facilities of $3.5 million was offset by the
related deferred grants of $2.9 million. The Company recognized $0.2 million of the $1.7 million
net gain on the sale of the Eveleth facility in 2003. The remaining $1.5 million net gain was
recognized in 2004 when the note receivable balance was paid in full and is included in Net gain
on disposal of property and equipment in the accompanying 2004 Consolidated Statement of
Operations.
On January 15, 2004, the Company sold the land, building and its contents related to its
Klamath Falls, Oregon facility for $4.0 million in cash, resulting in a net gain of $2.7 million.
The net book value of the facilities of $2.3 million was offset by the related deferred grants of
$1.0 million. On March 31, 2004, the Company sold a parcel of land at its Pikeville, Kentucky
facility for $0.2 million in cash, resulting in a net gain of $0.1 million. On July 9, 2004, the
Company sold the land, building and its contents related to its Hays, Kansas facility for $3.0
million cash, resulting in a net gain of $2.8 million. The net book value of the facilities of $1.5
million was offset by the related deferred grants of $1.3 million.
Accordingly, the net gains on the sale of these facilities of $7.1 million related to the
Eveleth, Klamath Falls, Pikeville and Hays facilities are included in Net gain on disposal of
property and equipment in the accompanying 2004 Consolidated Statement of Operations.
In September 2004, the building and contents of the customer contact management center located
in Marianna, Florida was severely damaged by Hurricane Ivan. After settlement with the insurer in
December 2004, the Company recognized a net gain of $5.4 million after write-off of the property
and equipment, which had a net book value of $3.4 million, net of the related deferred grants of
$2.2 million. The Company also received an insurance recovery for business interruption during 2004
and recognized $0.1 million and $0.2 million, respectively, as a reduction to Direct salaries and
related costs and General and administrative costs in the accompanying 2004 Consolidated
Statement of Operations. In December 2004, the Company reached an agreement with the City of
Marianna to donate the underlying land to the city with $0.1 million in cash to assist with the
site demolition and clean up of the property with no further obligation to the Company.
In April 2005, the Company sold the land and building related to its Greeley, Colorado
facility for $2.4 million cash, resulting in a net gain of $1.7 million. The net book value of the
facilities of $1.4 million was offset by the related deferred grants of $0.7 million.
As of December 31, 2005, the Company leased four of its customer contact management centers in
Ada, Oklahoma, Manhattan, Kansas, Pikeville, Kentucky and Palatka, Florida to unrelated third
parties consisting of the following, which are included in property and equipment (in thousands):
|
|
|
|
|
|
|
Amount |
|
Land, building and improvements |
|
$ |
10,460 |
|
Equipment, furniture and fixtures |
|
|
6,875 |
|
|
|
|
|
|
|
|
17,335 |
|
Less accumulated depreciation |
|
|
9,678 |
|
|
|
|
|
|
|
$ |
7,657 |
|
|
|
|
|
|
|
|
|
|
Deferred grants, net |
|
$ |
(6,766 |
) |
|
|
|
|
In September 2006, the Company sold these customer contact management centers to an unrelated
third party for cash totaling $14.6 million, net of selling costs, resulting in a net gain of $13.9
million. The net book value of the facilities of $6.3 million and other related assets of $0.5
million were offset by the related deferred grants of $6.1 million.
64
Note 8. Deferred Charges and Other Assets
Deferred charges and other assets consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Non-current deferred tax asset (see Note 14) |
|
$ |
16,910 |
|
|
$ |
16,624 |
|
Investment in SHPS, Incorporated, at cost |
|
|
2,089 |
|
|
|
2,089 |
|
Non-current value added tax receivable |
|
|
5,750 |
|
|
|
2,167 |
|
Other |
|
|
7,422 |
|
|
|
3,588 |
|
|
|
|
|
|
|
|
|
|
$ |
32,171 |
|
|
$ |
24,468 |
|
|
|
|
|
|
|
|
Note 9. Accrued Employee Compensation and Benefits
Accrued employee compensation and benefits consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Accrued compensation |
|
$ |
11,212 |
|
|
$ |
9,964 |
|
Accrued bonus and commissions |
|
|
7,762 |
|
|
|
6,454 |
|
Accrued vacation |
|
|
8,930 |
|
|
|
6,249 |
|
Accrued employment taxes |
|
|
7,372 |
|
|
|
5,810 |
|
Other |
|
|
4,273 |
|
|
|
3,300 |
|
|
|
|
|
|
|
|
|
|
$ |
39,549 |
|
|
$ |
31,777 |
|
|
|
|
|
|
|
|
Note 10. Deferred Revenue
The components of deferred revenue consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Future service |
|
$ |
25,403 |
|
|
$ |
24,247 |
|
Penalties and holdbacks |
|
|
5,321 |
|
|
|
925 |
|
|
|
|
|
|
|
|
|
|
$ |
30,724 |
|
|
$ |
25,172 |
|
|
|
|
|
|
|
|
Note 11. Other Accrued Expenses and Current Liabilities
Other accrued expenses and current liabilities consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Accrued legal and professional fees |
|
$ |
2,739 |
|
|
$ |
3,077 |
|
Accrued roadside assistance claim costs |
|
|
1,801 |
|
|
|
1,582 |
|
Accrued telephone charges |
|
|
441 |
|
|
|
371 |
|
Accrued rent |
|
|
564 |
|
|
|
623 |
|
Accrued value added tax payable |
|
|
|
|
|
|
754 |
|
Other |
|
|
4,010 |
|
|
|
3,867 |
|
|
|
|
|
|
|
|
|
|
$ |
9,555 |
|
|
$ |
10,274 |
|
|
|
|
|
|
|
|
Note 12. Borrowings
On March 15, 2004, the Company entered into a $50.0 million revolving credit facility with a
group of lenders (the Credit Facility), which amount is subject to certain borrowing limitations.
Pursuant to the terms of the Credit Facility, the amount of $50.0 million may be increased up to a
maximum of $100.0 million with the prior written
65
consent of the lenders. The $50.0 million Credit Facility includes a $10.0 million swingline
subfacility, a $15.0 million letter of credit subfacility and a $40.0 million multi-currency
subfacility.
The Credit Facility, which includes certain financial covenants, may be used for general
corporate purposes including acquisitions, share repurchases, working capital support, and letters
of credit, subject to certain limitations. The Credit Facility, including the multi-currency
subfacility, accrues interest, at the Companys option, at (a) the Base Rate (defined as the higher
of the lenders prime rate or the Federal Funds rate plus 0.50%) plus an applicable margin up to
0.50%, or (b) the London Interbank Offered Rate (LIBOR) plus an applicable margin up to 2.25%.
Borrowings under the swingline subfacility accrue interest at the prime rate plus an applicable
margin up to 0.50% and borrowings under the letter of credit subfacility accrue interest at the
LIBOR plus an applicable margin up to 2.25%. In addition, a commitment fee of up to 0.50% is
charged on the unused portion of the Credit Facility on a quarterly basis. The borrowings under
the Credit Facility, which will terminate on March 14, 2008, are secured by a pledge of 65% of the
stock of each of the Companys active direct foreign subsidiaries. The Credit Facility prohibits
the Company from incurring additional indebtedness, subject to certain specific exclusions. There
were no borrowings in 2006 and no outstanding balances as of December 31, 2006 with $50.0 million
availability under the Credit Facility.
Note 13. Accumulated Other Comprehensive Income (Loss)
The Company presents data in the Consolidated Statements of Changes in Shareholders Equity in
accordance with SFAS No. 130 (SFAS 130), Reporting Comprehensive Income. SFAS 130 establishes
rules for the reporting of comprehensive income (loss) and its components. The components of other
accumulated comprehensive income (loss) consist of the following (in thousands):
|
|
|
|
|
|
|
Accumulated |
|
|
|
Other |
|
|
|
Comprehensive |
|
|
|
Income (Loss) |
|
Balance at January 1, 2004 |
|
$ |
(208 |
) |
Foreign currency translation adjustment |
|
|
5,713 |
|
Less: foreign currency translation gain included in net
income (no tax effect) |
|
|
(634 |
) |
|
|
|
|
Balance at December 31, 2004 |
|
|
4,871 |
|
Foreign currency translation adjustment |
|
|
(8,540 |
) |
Add: foreign currency translation loss included in net
income (no tax effect) |
|
|
234 |
|
|
|
|
|
Balance at December 31, 2005 |
|
|
(3,435 |
) |
Foreign currency translation adjustment |
|
|
10,396 |
|
Less: foreign currency translation gain included in net
income (no tax effect) |
|
|
(48 |
) |
Unrealized actuarial losses related to pension liability,
net of a tax benefit of $563 |
|
|
(1,044 |
) |
|
|
|
|
Balance at December 31, 2006 |
|
$ |
5,869 |
|
|
|
|
|
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 14. Income Taxes
The income (loss) before provision (benefit) for income taxes includes the following
components (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
United States |
|
$ |
555 |
|
|
$ |
(1,864 |
) |
|
$ |
(14,585 |
) |
Foreign |
|
|
50,904 |
|
|
|
30,967 |
|
|
|
30,446 |
|
|
|
|
|
|
|
|
|
|
|
Total income before provision for
income taxes |
|
$ |
51,459 |
|
|
$ |
29,103 |
|
|
$ |
15,861 |
|
|
|
|
|
|
|
|
|
|
|
66
Significant components of the income tax provision (benefit) are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Current: |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
107 |
|
|
$ |
|
|
|
$ |
(1,777 |
) |
State |
|
|
|
|
|
|
|
|
|
|
(295 |
) |
Foreign |
|
|
8,831 |
|
|
|
7,098 |
|
|
|
6,471 |
|
|
|
|
|
|
|
|
|
|
|
Total current (benefit) provision for income taxes |
|
|
8,938 |
|
|
|
7,098 |
|
|
|
4,399 |
|
|
|
|
|
|
|
|
|
|
|
Deferred: |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
|
977 |
|
|
|
|
|
|
|
1,093 |
|
State |
|
|
(94 |
) |
|
|
|
|
|
|
280 |
|
Foreign |
|
|
(685 |
) |
|
|
(1,403 |
) |
|
|
(725 |
) |
|
|
|
|
|
|
|
|
|
|
Total deferred (benefit) provision for income taxes |
|
|
198 |
|
|
|
(1,403 |
) |
|
|
648 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total provision for income taxes |
|
$ |
9,136 |
|
|
$ |
5,695 |
|
|
$ |
5,047 |
|
|
|
|
|
|
|
|
|
|
|
The $1.4 million deferred income tax benefit for 2005 includes $0.6 million related to an
adjustment of the beginning of the year valuation allowance balance. This adjustment was due to a
change in circumstances that caused a change in judgment about the Companys ability to realize the
related deferred income tax asset in future years for an EMEA entity. The 2005 deferred income tax
benefit is $0.8 million excluding such adjustment.
The temporary differences that give rise to significant portions of the deferred income tax
provision (benefit) are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Accrued expenses |
|
$ |
(3,118 |
) |
|
$ |
380 |
|
|
$ |
3,110 |
|
Net operating loss and tax credit carryforwards |
|
|
(3,315 |
) |
|
|
759 |
|
|
|
(8,337 |
) |
Depreciation and amortization |
|
|
478 |
|
|
|
(427 |
) |
|
|
5,302 |
|
Deferred revenue |
|
|
(333 |
) |
|
|
(310 |
) |
|
|
(832 |
) |
Deferred statutory income |
|
|
163 |
|
|
|
(576 |
) |
|
|
237 |
|
Valuation allowance |
|
|
6,460 |
|
|
|
(1,584 |
) |
|
|
(191 |
) |
Other |
|
|
(137 |
) |
|
|
355 |
|
|
|
1,359 |
|
|
|
|
|
|
|
|
|
|
|
Total deferred (benefit) provision for income taxes |
|
$ |
198 |
|
|
$ |
(1,403 |
) |
|
$ |
648 |
|
|
|
|
|
|
|
|
|
|
|
The reconciliation of income tax provision (benefit) computed at the U.S. federal statutory
tax rate to the Companys effective income tax provision (benefit) is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Tax at U.S. statutory rate |
|
$ |
18,011 |
|
|
$ |
10,186 |
|
|
$ |
5,551 |
|
State income taxes, net of federal tax benefit |
|
|
(173 |
) |
|
|
(36 |
) |
|
|
(350 |
) |
Tax holidays |
|
|
(7,544 |
) |
|
|
(2,265 |
) |
|
|
(1,918 |
) |
Change in valuation allowance, net of related adjustments |
|
|
2,659 |
|
|
|
1,487 |
|
|
|
1,189 |
|
Foreign rate differential |
|
|
(3,859 |
) |
|
|
(4,019 |
) |
|
|
(1,654 |
) |
Permanent differences |
|
|
(670 |
) |
|
|
(337 |
) |
|
|
1,789 |
|
Foreign withholding and other taxes |
|
|
849 |
|
|
|
631 |
|
|
|
879 |
|
Other |
|
|
(137 |
) |
|
|
48 |
|
|
|
(439 |
) |
|
|
|
|
|
|
|
|
|
|
Total provision for income taxes |
|
$ |
9,136 |
|
|
$ |
5,695 |
|
|
$ |
5,047 |
|
|
|
|
|
|
|
|
|
|
|
Deferred income taxes reflect the net tax effects of temporary differences between the
carrying amount of assets and liabilities for financial reporting purposes and the amounts used for
income taxes. A provision for income taxes has not been made for the undistributed earnings of
foreign subsidiaries of approximately $288.3 million at December 31, 2006, that are permanently
reinvested in foreign business operations. Determination of any unrecognized deferred tax liability
for temporary differences related to investments in foreign subsidiaries that are essentially
permanent in nature is not practicable.
The Company has been granted tax holidays in the Philippines, El Salvador, India and Costa
Rica. The tax
67
holidays have various expiration dates primarily from 2007 through 2018. Upon expiration, the
Company intends to seek renewals of these tax holidays, where possible.
The temporary differences that give rise to significant portions of the deferred tax assets
and liabilities as of December 31, 2006 and 2005, respectively, are presented below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Accrued expenses |
|
$ |
5,146 |
|
|
$ |
2,450 |
|
Net operating loss and tax credit carryforwards |
|
|
46,586 |
|
|
|
43,270 |
|
Depreciation and amortization |
|
|
11,016 |
|
|
|
10,018 |
|
Deferred revenue |
|
|
3,036 |
|
|
|
2,703 |
|
Valuation allowance |
|
|
(35,267 |
) |
|
|
(28,807 |
) |
|
|
|
|
|
|
|
|
|
|
30,517 |
|
|
|
29,634 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
Accrued liabilities |
|
|
(1,259 |
) |
|
|
(1,680 |
) |
Depreciation and amortization |
|
|
(9,642 |
) |
|
|
(8,167 |
) |
Deferred statutory income |
|
|
(2,089 |
) |
|
|
(1,924 |
) |
|
|
|
|
|
|
|
|
|
|
(12,990 |
) |
|
|
(11,771 |
) |
|
|
|
|
|
|
|
Net deferred tax assets |
|
$ |
17,527 |
|
|
$ |
17,863 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Classified as follows: |
|
|
|
|
|
|
|
|
Current assets (Prepaid expenses and other) (Note 5) |
|
$ |
5,385 |
|
|
$ |
3,263 |
|
Non-current assets (Deferred charges and other) (Note 8) |
|
|
16,910 |
|
|
|
16,624 |
|
Current liabilities (Other accrued expenses) |
|
|
(75 |
) |
|
|
(60 |
) |
Non-current liabilities (Other long-term liabilities) |
|
|
(4,693 |
) |
|
|
(1,964 |
) |
|
|
|
|
|
|
|
Net deferred tax assets |
|
$ |
17,527 |
|
|
$ |
17,863 |
|
|
|
|
|
|
|
|
SFAS 109 requires a valuation allowance to reduce the deferred tax assets reported if, based
on the weight of the available evidence, both positive and negative, for each respective tax
jurisdiction, it is more likely than not that some portion or all of the deferred tax assets will
not be realized. At December 31, 2006, management has determined that a valuation allowance of
approximately $35.3 million is necessary to reduce U.S. deferred tax assets by $10.4 million and
foreign deferred tax assets by $24.9 million.
There is approximately $132.3 million of the income tax loss carryforwards at December 31,
2006, of which $86.7 million relates to foreign entities and $45.6 million relates to the U.S.,
with various expiration dates. For U.S. purposes, a net operating loss carryforward of
approximately $45.6 million and $3.9 million of tax credits are available at December 31, 2006 for
carryforward, with the latest expiration date ending December 31, 2025. Of this $45.6 million
carryforward, $10.1 million is limited as it relates to net operating loss carryforwards of a
domestic subsidiary acquired in prior years.
The Company is currently under examination in the U.S. by several states for sales and use
taxes for periods covering 1999 through 2000. The U.S. Internal Revenue Service completed audits of
the Companys U.S. tax returns through July 31, 1999 and is currently auditing the tax year ended
July 31, 2002 and will also be examining the tax years ended July 31, 2003, December 31, 2003 and
December 31, 2004. Certain German subsidiaries of the Company are under examination by the German
tax authorities for periods covering 1996 through 2004. Additionally, certain Canadian subsidiaries
are under examination by Canadian tax authorities for the periods covering 2002 through 2003 and an
Asian subsidiary is being audited by the Asian tax authorities for tax year 2004. The Indian tax
authorities have issued an assessment for the tax year ended March 31, 2004 and are also examining
the tax year ended March 31, 2005.
As of December 31, 2006 and 2005, the Company had a contingent income tax liability of $4.2
million and $3.2 million, respectively, consisting of amounts for subsidiaries located in both the
Americas and EMEA segments that is accounted for in Income taxes payable in the accompanying
Consolidated Balance Sheets. The amount of the contingent liability is based on an estimate of the
probable liability in accordance with SFAS No. 5 (SFAS 5)
68
Accounting for Contingencies, using available evidence, including detailed analyses of the
potential income tax issues, income tax assessments and notices of disallowance, consultation with
independent outside tax and legal advisors and the Companys historical experience in settling
similar issues without additional income tax liability. Management believes that the $4.2 million
contingent income tax liability, a net increase of $1.0 million from December 31, 2005, is the
probable amount that will be paid upon settlement of the related tax audits based on current
available evidence and issues and does not believe there would be a material impact on liquidity
beyond what has been provided for in Income taxes payable.
As of December 31, 2006, the Company determined that there is a reasonable possibility, in
accordance with SFAS 5, that a $1.3 million loss contingency may have been incurred. This
contingency relates to transfer pricing penalties that may be applicable in connection with an
income tax audit assessment issued in December 2006 to our Indian subsidiary relating to the 2004
tax year. The income tax assessment is currently under appeal. The loss contingency includes
additional years subsequent to the year assessed as a result of similar facts. However, the $1.3
million loss contingency is not probable in accordance with SFAS 5, therefore, an accrual has not
been recorded in the accompanying consolidated financial statements as of December 31, 2006. Upon
adoption of FIN 48 on January 1, 2007, as discussed more fully in Note 1, the $1.3 million loss
contingency will be recorded as a cumulative effect adjustment to the beginning balance of retained
earnings.
Note 15. Termination Costs Associated With Exit Activities
On November 3, 2005, the Company committed to a plan (the Plan) to reduce its workforce by
approximately 200 people in one of its European customer contact management centers in Germany in
response to the October 2005 contractual expiration of a technology client program, which generated
annual revenues of approximately $12.0 million. The Company expects to complete the Plan by the end
of the second quarter of 2007. The Company estimates that it will incur total charges related to
the Plan of approximately $1.6 million to $1.9 million. These charges include approximately $1.3
million to $1.5 million for severance and related costs and $0.1 million to $0.2 million for other
exit costs. Additionally, the Company ceased using certain property and equipment estimated at $0.2
million, and depreciated these assets over the shortened useful life, which approximated eight
months. As a result, the Company recorded additional depreciation of approximately $0.2 million
during 2006. Termination costs of $0.7 million and $0.5 million are included in Direct salaries
and related costs in the accompanying 2006 and 2005 Consolidated Statements of Operations,
respectively. Cash payments related to these termination costs totaled $0.6 million and less than
$0.1 million for 2006 and 2005, respectively. Termination costs to date approximate $1.3 million as
of December 31, 2006 with cash payments to date of $0.7 million.
On January 19, 2005, the Company announced to its workforce that, as part of its continued
efforts to optimize assets and improve operating performance, it would migrate the call volumes of
the customer contact management services and related operations from its Bangalore, India facility,
a component of the Companys Americas segment, to other offshore facilities. Before the plan of
migration, the Companys Bangalore facility generated approximately $0.9 million in revenue in the
first quarter of 2005, the last full quarter of operations. The Company substantially completed the
plan of migration, including the redeployment of site infrastructure and the recruiting, training
and ramping-up of agents associated with the migration of Bangalore call volumes to other offshore
facilities, in the second quarter of 2005. In connection with this migration, the Company
terminated 413 employees and accrued over their remaining service period an estimated liability for
termination costs of $0.2 million based on the fair value as of the termination date, in accordance
SFAS No. 146 (SFAS 146), Accounting for Costs associated with Exit or Disposal Activities. These
termination costs are included in Direct salaries and related costs in the accompanying
Consolidated Statement of Operations for 2005. Cash payments related to these termination costs
totaled $0.2 million during 2005.
During the first quarter of 2004, the Company determined to reduce costs by consolidating and
closing two European customer contact management centers in Germany. The plan was substantially
completed by the end of the second quarter of 2004. In connection with these closures, the Company
terminated 240 employees and accrued over their remaining service period an estimated liability for
termination costs of $1.7 million based on the fair value as of the termination date, in accordance
with SFAS 146. Termination costs of $1.7 million are included in Direct salaries and related
costs in the accompanying 2004 Consolidated Statement of Operations. Cash payments totaled $1.7
million during 2004.
69
Note 16. Restructuring and Other Charges
2002 Charges
In October 2002, the Company approved a restructuring plan to close and consolidate two U.S.
and three European customer contact management centers, to reduce capacity within the European
fulfillment operations and to write-off certain specialized e-commerce assets primarily in response
to the October 2002 notification of the contractual expiration of two technology client programs in
March 2003 with approximate annual revenues of $25.0 million. The restructuring plan was designed
to reduce costs and bring the Companys infrastructure in-line with the current business
environment. Related to these actions, the Company recorded restructuring and other charges in the
fourth quarter of 2002 of $20.8 million primarily for the write-off of certain assets, lease
termination and severance costs. In connection with the 2002 restructuring, the Company reduced the
number of employees by 470 during 2002 and 330 during 2003. The plan was substantially completed by
the end of 2003.
In connection with the contractual expiration of the two technology client contracts
previously mentioned, the Company also recorded additional depreciation expense of $1.2 million in
the fourth quarter of 2002 and $1.3 million in the first quarter of 2003 primarily related to a
specialized technology platform, which was no longer utilized upon the expiration of the contracts
in March 2003.
The following tables summarize the 2002 plan accrued liability for restructuring and other
charges and related activity in 2005, 2004, 2003 and 2002 (in thousands) (no activity in 2006):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at |
|
|
|
|
|
|
Other |
|
|
Balance at |
|
|
|
January 1, |
|
|
Cash |
|
|
Non-Cash |
|
|
December 31, |
|
|
|
2005 |
|
|
Outlays |
|
|
Changes(1) |
|
|
2005 |
|
Severance and related costs |
|
$ |
106 |
|
|
$ |
(34 |
) |
|
$ |
(72 |
) |
|
$ |
|
|
Other restructuring costs |
|
|
285 |
|
|
|
(43 |
) |
|
|
(242 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
391 |
|
|
$ |
(77 |
) |
|
$ |
(314 |
) |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at |
|
|
|
|
|
|
Other |
|
|
Balance at |
|
|
|
January 1, |
|
|
Cash |
|
|
Non-Cash |
|
|
December 31, |
|
|
|
2004 |
|
|
Outlays |
|
|
Changes(2) |
|
|
2004 |
|
Severance and related costs |
|
$ |
106 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
106 |
|
Lease termination costs |
|
|
342 |
|
|
|
(301 |
) |
|
|
(41 |
) |
|
|
|
|
Other restructuring costs |
|
|
545 |
|
|
|
(188 |
) |
|
|
(72 |
) |
|
|
285 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
993 |
|
|
$ |
(489 |
) |
|
$ |
(113 |
) |
|
$ |
391 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at |
|
|
|
|
|
|
Other |
|
|
Balance at |
|
|
|
January 1, |
|
|
Cash |
|
|
Non-Cash |
|
|
December 31, |
|
|
|
2003 |
|
|
Outlays |
|
|
Changes |
|
|
2003 |
|
Severance and related costs |
|
$ |
4,696 |
|
|
$ |
(3,816 |
) |
|
$ |
(774 |
)(3) |
|
$ |
106 |
|
Lease termination costs |
|
|
1,827 |
|
|
|
(1,585 |
) |
|
|
100 |
(4) |
|
|
342 |
|
Other restructuring costs |
|
|
1,852 |
|
|
|
(1,512 |
) |
|
|
205 |
(5) |
|
|
545 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
8,375 |
|
|
$ |
(6,913 |
) |
|
$ |
(469 |
) |
|
$ |
993 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at |
|
|
|
|
|
|
|
|
|
|
Other |
|
|
Balance at |
|
|
|
January 1, |
|
|
2002 |
|
|
Cash |
|
|
Non-Cash |
|
|
December 31, |
|
|
|
2002 |
|
|
Charges |
|
|
Outlays |
|
|
Changes |
|
|
2002 |
|
Severance and related costs |
|
$ |
|
|
|
$ |
5,012 |
|
|
$ |
(316 |
) |
|
$ |
|
|
|
$ |
4,696 |
|
Lease termination costs |
|
|
|
|
|
|
1,827 |
|
|
|
|
|
|
|
|
|
|
|
1,827 |
|
Write-down of property, equipment
and capitalized costs |
|
|
|
|
|
|
12,017 |
|
|
|
|
|
|
|
(12,017 |
) |
|
|
|
|
Other restructuring costs |
|
|
|
|
|
|
1,958 |
|
|
|
(106 |
) |
|
|
|
|
|
|
1,852 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
20,814 |
|
|
$ |
(422 |
) |
|
$ |
(12,017 |
) |
|
$ |
8,375 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70
|
|
|
(1) |
|
During 2005, the Company reversed $0.3 million related to severance
and related costs and certain other closing costs associated primarily
with the closure of certain European contact management centers. |
|
(2) |
|
During 2004, the Company reversed $0.1 million related to the
remaining lease termination and closing costs for two of its European
customer contact management centers and one European fulfillment
center. |
|
(3) |
|
During 2003, the Company reversed $0.8 million of the severance
accrual related to the final termination settlement for the closure of
two of its European customer contact management centers and one
European fulfillment center. |
|
(4) |
|
During 2003, the Company recorded $0.1 million in additional lease
termination costs primarily related to the final settlement of the
lease for one of its European customer contact management centers. |
|
(5) |
|
During 2003, the Company recorded $0.3 million in additional site
closure costs related to one of its European customer contact
management centers offset by $0.1 million for the reversal of the
remaining site closure costs for its Galashiels, Scotland print
facility and its Scottsbluff, Nebraska facility, which were both sold
in 2003. |
2000 Charges
The Company recorded restructuring and other charges during the second and fourth quarters of
2000 approximating $30.5 million. The second quarter restructuring and other charges approximating
$9.6 million resulted from the Companys consolidation of several European and one U.S. fulfillment
center and the closing or consolidation of six technical staffing offices. Included in the second
quarter 2000 restructuring and other charges was a $3.5 million lease termination payment to the
founder and former Chairman of the Company related to the termination of a ten-year operating lease
agreement for use of his private jet. As a result of the second quarter 2000 restructuring, the
Company reduced the number of employees by 157 during 2000 and satisfied the remaining lease
obligations related to the closed facilities during 2001.
The Company also announced, after a comprehensive review of operations, its decision to exit
certain non-core, lower margin businesses to reduce costs, improve operating efficiencies and focus
on its core competencies of technical support, customer service and consulting solutions. As a
result, the Company recorded $20.9 million in restructuring and other charges during the fourth
quarter of 2000 related to the closure of its U.S. fulfillment operations, the consolidation of its
Tampa, Florida technical support center and the exit of its worldwide localization operations.
Included in the fourth quarter 2000 restructuring and other charges is a $2.4 million severance
payment related to the employment contract of the Companys former President. In connection with
the fourth quarter 2000 restructuring, the Company reduced the number of employees by 245 during
the first half of 2001 and satisfied a significant portion of the remaining lease obligations
related to the closed facilities during 2001.
The following tables summarize the 2000 plan accrued liability for restructuring and other
charges and related activity in 2005, 2004, 2003, 2002, 2001 and 2000 (in thousands) (no activity
in 2006):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at |
|
|
|
|
|
|
Other |
|
|
Balance at |
|
|
|
January 1, |
|
|
Cash |
|
|
Non-Cash |
|
|
December 31, |
|
|
|
2005 |
|
|
Outlays |
|
|
Changes |
|
|
2005 |
|
Severance and related costs |
|
$ |
87 |
|
|
$ |
(87 |
) |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at |
|
|
|
|
|
|
Other |
|
|
Balance at |
|
|
|
January 1, |
|
|
Cash |
|
|
Non-Cash |
|
|
December 31, |
|
|
|
2004 |
|
|
Outlays |
|
|
Changes |
|
|
2004 |
|
Severance and related costs |
|
$ |
588 |
|
|
$ |
(501 |
) |
|
$ |
|
|
|
$ |
87 |
|
Lease termination costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
588 |
|
|
$ |
(501 |
) |
|
$ |
|
|
|
$ |
87 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
71
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at |
|
|
|
|
|
|
Other |
|
|
Balance at |
|
|
|
January 1, |
|
|
Cash |
|
|
Non-Cash |
|
|
December 31, |
|
|
|
2003 |
|
|
Outlays |
|
|
Changes |
|
|
2003 |
|
Severance and related costs |
|
$ |
1,053 |
|
|
$ |
(465 |
) |
|
$ |
|
|
|
$ |
588 |
|
Lease termination costs |
|
|
120 |
|
|
|
|
|
|
|
(120 |
)(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,173 |
|
|
$ |
(465 |
) |
|
$ |
(120 |
) |
|
$ |
588 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at |
|
|
|
|
|
|
Other |
|
|
Balance at |
|
|
|
January 1, |
|
|
Cash |
|
|
Non-Cash |
|
|
December 31, |
|
|
|
2002 |
|
|
Outlays |
|
|
Changes |
|
|
2002 |
|
Severance and related costs |
|
$ |
1,485 |
|
|
$ |
(646 |
) |
|
$ |
214 |
(2) |
|
$ |
1,053 |
|
Lease termination costs |
|
|
143 |
|
|
|
(23 |
) |
|
|
|
|
|
|
120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,628 |
|
|
$ |
(669 |
) |
|
$ |
214 |
|
|
$ |
1,173 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at |
|
|
|
|
|
|
Other |
|
|
Balance at |
|
|
|
January 1, |
|
|
Cash |
|
|
Non-Cash |
|
|
December 31, |
|
|
|
2001 |
|
|
Outlays |
|
|
Changes |
|
|
2001 |
|
Severance and related costs |
|
$ |
3,062 |
|
|
$ |
(1,288 |
) |
|
$ |
(289 |
)(3) |
|
$ |
1,485 |
|
Lease termination costs |
|
|
1,288 |
|
|
|
(1,145 |
) |
|
|
|
|
|
|
143 |
|
Other restructuring costs |
|
|
718 |
|
|
|
(718 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
5,068 |
|
|
$ |
(3,151 |
) |
|
$ |
(289 |
) |
|
$ |
1,628 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at |
|
|
|
|
|
|
|
|
|
|
Other |
|
|
Balance at |
|
|
|
January 1, |
|
|
2000 |
|
|
Cash |
|
|
Non-Cash |
|
|
December 31, |
|
|
|
2000 |
|
|
Charges |
|
|
Outlays |
|
|
Changes |
|
|
2000 |
|
Severance and related costs |
|
$ |
|
|
|
$ |
3,974 |
|
|
$ |
(912 |
) |
|
$ |
|
|
|
$ |
3,062 |
|
Lease termination costs |
|
|
|
|
|
|
5,404 |
|
|
|
(4,116 |
) |
|
|
|
|
|
|
1,288 |
|
Write-down of property, equipment |
|
|
|
|
|
|
14,191 |
|
|
|
|
|
|
|
(14,191 |
) |
|
|
|
|
Write-down of intangible assets |
|
|
|
|
|
|
6,086 |
|
|
|
|
|
|
|
(6,086 |
) |
|
|
|
|
Other restructuring costs |
|
|
|
|
|
|
813 |
|
|
|
(95 |
) |
|
|
|
|
|
|
718 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
30,468 |
|
|
$ |
(5,123 |
) |
|
$ |
(20,277 |
) |
|
$ |
5,068 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
During 2003, the Company reversed accruals related to the final settlement of lease termination costs |
|
(2) |
|
During 2002, the Company recorded $0.2 million in additional severance and related costs primarily
due to delays in closing its U.S. fulfillment center, which increased the cash outlay requirements
for severance. |
|
(3) |
|
During 2001, the Company reduced the original severance accrual by $0.3 million for severance
payments due to the Companys former president. |
Note 17. Earnings Per Share
Basic earnings per share is 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, common stock units and shares held in a rabbi trust using
the treasury stock method. For the years ended December 31, 2006, 2005 and 2004, options to
purchase shares of common stock of 0.1 million, 0.5 million and 2.4 million, respectively, at
various prices were antidilutive and were excluded from the calculation of diluted earnings per
share.
The numbers of shares used in the earnings per share computation are as follows (in
thousands):
72
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
2006 |
|
2005 |
|
2004 |
Basic: |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
39,829 |
|
|
|
39,204 |
|
|
|
39,607 |
|
Diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of stock options, stock
appreciation rights, common stock
units and shares held in a rabbi trust |
|
|
390 |
|
|
|
332 |
|
|
|
115 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total weighted average diluted shares outstanding |
|
|
40,219 |
|
|
|
39,536 |
|
|
|
39,722 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On August 5, 2002, the Companys Board of Directors authorized the Company to purchase up to
three million shares of its outstanding common stock. A total of 1.6 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 such as, including but not limited to, the stock price and general market conditions.
During 2004, the Company repurchased 1.1 million common shares under the 2002 repurchase program at
prices ranging between $5.55 to $7.58 per share for a total cost of $7.1 million. During 2006 and
2005, the Company made no purchases under the 2002 repurchase program.
Note 18. Commitments and Contingencies
The Company leases certain equipment and buildings under operating leases having original
terms ranging from one to twenty-five 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
operating leases for the years ended December 31, 2006, 2005 and 2004 was approximately $17.3
million, $16.5 million, and $18.4 million, respectively.
The following is a schedule of future minimum rental payments under operating leases having a
remaining non-cancelable term in excess of one year subsequent to December 31, 2006 (in thousands):
|
|
|
|
|
|
|
Total |
|
Year |
|
Amount |
|
2007 |
|
$ |
11,475 |
|
2008 |
|
|
6,433 |
|
2009 |
|
|
4,370 |
|
2010 |
|
|
3,459 |
|
2011 |
|
|
1,685 |
|
Thereafter |
|
|
11,214 |
|
|
|
|
|
Total minimum payments required |
|
$ |
38,636 |
|
|
|
|
|
A lease agreement, relating to the Companys customer contact management center in Ireland,
contains a cancellation clause which requires the Company, in the event of cancellation, to restore
the facility to its original state at an estimated cost of $1.1 million as of December 31, 2006 and
pay a cancellation fee of $0.5 million, which approximates two annual rental payments under the
lease agreement. As of December 31, 2006, the Company had no plans to cancel this lease agreement.
Therefore, the Company does not expect to make any payments under this agreement and, accordingly,
has not recorded a liability in the accompanying Consolidated Balance Sheets.
The Company enters into agreements with third-party vendors in the ordinary course of business
whereby the Company commits to purchase goods and services used in its normal operations. These
agreements, which are not cancelable, generally range from one to five 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 agreements as of
December 31, 2006 (in thousands):
73
|
|
|
|
|
|
|
Total |
|
Year |
|
Amount |
|
2007 |
|
$ |
6,747 |
|
2008 |
|
|
1,968 |
|
|
|
|
|
Total minimum payments required |
|
$ |
8,715 |
|
|
|
|
|
From time to time, during the normal course of business, the Company may make certain
indemnities, commitments and guarantees under which it may be required to make payments in relation
to certain transactions. These include, but are not limited to: (i) indemnities to clients, vendors
and service providers pertaining to claims based on negligence or willful misconduct of the Company
and (ii) indemnities involving breach of contract, the accuracy of representations and warranties
of the Company, or other liabilities assumed by the Company in certain contracts. In addition, the
Company has agreements whereby it will indemnify certain officers and directors for certain events
or occurrences while the officer or director is, or was, serving at the Companys request in such
capacity. The indemnification period covers all pertinent events and occurrences during the
officers or directors lifetime. The maximum potential amount of future payments the Company could
be required to make under these indemnification agreements is unlimited; however, the Company has
director and officer insurance coverage that limits its exposure and enables it to recover a
portion of any future amounts paid. The Company believes the applicable insurance coverage is
generally adequate to cover any estimated potential liability under these indemnification
agreements. The majority of these indemnities, commitments and guarantees do not provide for any
limitation of the maximum potential for future payments the Company could be obligated to make. The
Company has not recorded any liability for these indemnities, commitments and other guarantees in
the accompanying Consolidated Balance Sheets. In addition, the Company has some client contracts
that do not contain contractual provisions for the limitation of liability, and other client
contracts that contain agreed upon exceptions to limitation of liability. The Company has not
recorded any liability in the accompanying Consolidated Balance Sheets with respect to any client
contracts under which the Company has or may have unlimited liability.
One of the Companys European subsidiaries has received several inquiries from a regulatory
agency related to privacy claims associated with the alleged inappropriate acquisition of personal
bank account information. Several of the inquiries have resulted in sanctions against the Company
approximating $0.8 million. In order to appeal the sanctions through the court system, the Company
issued a bank guarantee. Management believes that the sanctions made in connection with this
matter are without merit, and intends to vigorously pursue the reversal of the proposed sanctions.
The Company has recorded these amounts in Deferred Charges and Other Assets in the accompanying
Consolidated Balance Sheets as of December 31, 2006. The Company has not accrued any amounts
related to these claims under SFAS 5, because it does not believe that a loss is probable, and it
is not currently possible to reasonably estimate the amount of any loss related to these claims.
The Company from time to time is involved in other legal actions arising in the ordinary
course of business. With respect to these matters, management believes that it has adequate legal
defenses and/or provided adequate accruals for related costs such that the ultimate outcome will
not have a material adverse effect on the Companys financial position or results of operations.
Note 19. Pension and Other Post-Retirement Benefits
Defined Benefit Pension Plan
The Company sponsors a non-contributory defined benefit pension plan (the Pension Plan) for
its 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 December 31, 2006, the Pension Plan is unfunded.
The following tables provide a reconciliation of the change in the benefit obligation for the
Pension Plan and the net amount recognized in the accompanying Consolidated Balance Sheets (in
thousands):
74
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended |
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Beginning benefit obligation |
|
$ |
1,548 |
|
|
$ |
830 |
|
Service cost |
|
|
348 |
|
|
|
320 |
|
Interest cost |
|
|
188 |
|
|
|
101 |
|
Actuarial loss |
|
|
1,170 |
|
|
|
224 |
|
Effect of foreign currency translation |
|
|
201 |
|
|
|
73 |
|
|
|
|
|
|
|
|
Ending benefit obligation |
|
$ |
3,455 |
|
|
$ |
1,548 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded status |
|
$ |
(3,455 |
) |
|
$ |
(1,548 |
) |
Unrecognized net actuarial loss |
|
|
|
|
|
|
233 |
|
|
|
|
|
|
|
|
Net amount recognized |
|
$ |
(3,455 |
) |
|
$ |
(1,315 |
) |
|
|
|
|
|
|
|
The net amount recognized consists of accrued benefit costs of $3.5 million and $1.3 million
as of December 31, 2006 and 2005, respectively, and is included in Other long-term liabilities in
the accompanying Consolidated Balance Sheets.
Weighted-average actuarial assumptions used to determine the benefit obligations and net
periodic benefit cost for the Pension Plan were as follows:
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended |
|
|
December 31, |
|
|
2006 |
|
2005 |
Discount rate |
|
|
8.3 |
% |
|
|
12.0 |
% |
Rate of compensation increase |
|
|
8.0 |
% |
|
|
8.0 |
% |
The Company evaluates these assumptions on a periodic basis taking into consideration current
market conditions and historical market data. The discount rate is used to state expected future
cash flows at a present value on the measurement date, which is December 31. This rate represents
the market rate for high-quality fixed income investments. A lower discount rate would increase the
present value of benefit obligations. Other assumptions include demographic factors such as
retirement, mortality and turnover.
The following table provides information about net periodic benefit cost and other accumulated
comprehensive income for the Pension Plan (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Years Ended |
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Service cost |
|
$ |
348 |
|
|
$ |
320 |
|
Interest cost |
|
|
188 |
|
|
|
101 |
|
Recognized actuarial losses |
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
|
543 |
|
|
|
421 |
|
Unrealized net actuarial loss, net of tax |
|
|
1,044 |
|
|
|
|
|
|
|
|
|
|
|
|
Total recognized in net periodic benefit cost and
other accumulated comprehensive income |
|
$ |
1,587 |
|
|
$ |
421 |
|
|
|
|
|
|
|
|
The Company does not expect to make cash contributions to its Pension Plan during 2007.
The estimated future benefit payments, which reflect expected future service, as appropriate,
are as follows (in thousands):
75
|
|
|
|
|
|
|
Total |
|
|
Amount |
2007 |
|
$ |
|
|
2008 |
|
$ |
|
|
2009 |
|
$ |
|
|
2010 |
|
$ |
|
|
2011 |
|
$ |
8 |
|
2012 through 2016 |
|
$ |
61 |
|
In December 2006, the Company adopted the recognition provisions of SFAS 158 resulting in a
$1.0 million non-cash charge to equity related to unrealized actuarial losses, net of tax of $0.6
million, and a $1.6 million non-cash increase in other long-term liabilities, which represents the
Pension Plans underfunded status. The Company expects to charge earnings less than $0.1 million of
net actuarial losses as a component of net periodic benefit cost in 2007.
Employee Retirement Savings Plan
The Company maintains a 401(k) plan covering defined employees who meet established
eligibility requirements. Under the plan provisions, the Company matched 50% of participant
contributions to a maximum matching amount of 2% of participant compensation. The Company
contribution was $0.7 million, $0.6 million and $0.5 million for the years ended December 31, 2006,
2005 and 2004, respectively.
Post-Retirement Defined Contribution Healthcare Plan
On January 1, 2005, the Company established a Post-Retirement Defined Contribution Healthcare
Plan for eligible employees meeting certain service and age requirements. The plan is fully funded
by the participants and accordingly, the Company does not recognize expense relating to the plan.
Note 20. 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 primarily in
the Americas in the accompanying Consolidated Statements of
Operations, was $2.5 million and $0.4 million for the years ended December 31, 2006 and 2005,
respectively (none in 2004). There were no related income tax benefits recognized in the
accompanying Consolidated Statements of Operations for years ended December 31, 2006, 2005 and
2004. In addition, the Company realized the benefit of tax deductions in excess of recognized tax
benefits of $2.4 million, $30 thousand and $0.2 million from the exercise of stock options in the
years ended December 31, 2006, 2005 and 2004, respectively. There were no capitalized stock-based
compensation costs at December 31, 2006 and 2005.
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
76
represents the period of time that stock option awards granted are expected to be outstanding. No
stock options were granted during the years ended December 31, 2006, 2005 and 2004.
The following table summarizes stock option activity under the Plan as of December 31, 2006
and for the year then ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
Remaining |
|
|
Aggregate |
|
|
|
|
|
|
|
Average |
|
|
Contractual |
|
|
Intrinsic |
|
|
|
Shares |
|
|
Exercise |
|
|
Term |
|
|
Value |
|
Stock Options |
|
(000s) |
|
|
Price |
|
|
(in years) |
|
|
(000s) |
|
Outstanding at January 1, 2006 |
|
|
1,213 |
|
|
$ |
10.03 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(615 |
) |
|
|
7.06 |
|
|
|
|
|
|
|
|
|
Forfeited or expired |
|
|
(15 |
) |
|
|
11.32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2006 |
|
|
583 |
|
|
$ |
13.13 |
|
|
|
3.88 |
|
|
$ |
3,201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested or expected to vest at
December 31, 2006 |
|
|
583 |
|
|
$ |
13.13 |
|
|
|
3.88 |
|
|
$ |
3,201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2006 |
|
|
583 |
|
|
$ |
13.13 |
|
|
|
3.88 |
|
|
$ |
3,201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There is no intrinsic value for options exercised in the three years ended December
31, 2006, 2005 and 2004 since the exercise price of the options is the same as the market price of
the underlying stock on the date of grant.
The following table summarizes the status of nonvested stock options under the Plan as of
December 31, 2006 and for the year then ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Average |
|
|
Shares |
|
Grant-Date |
Nonvested Stock Options |
|
(000s) |
|
Fair Value |
Nonvested at January 1, 2006 |
|
|
93 |
|
|
$ |
7.63 |
|
Granted |
|
|
|
|
|
$ |
|
|
Vested |
|
|
(93 |
) |
|
$ |
7.63 |
|
Forfeited |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
Nonvested at December 31, 2006 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
Since there was no nonvested stock as of December 31, 2006, all compensation cost
related to the nonvested stock options granted under the Plan has been recognized (the effect of
estimated forfeitures is not material.) The total fair value of stock options vested during the
years ended December 31, 2006, 2005 and 2004 was $0.8 million, $0.6 million and $2.5 million,
respectively.
Cash received from stock options exercised under all stock-based compensation plans for the
year ended December 31, 2006, 2005 and 2004 was $4.3 million, $0.8 million and $0.3 million,
respectively. The actual tax benefit realized for the tax deductions from these stock option
exercises totaled $2.4 million for the year ended December 31, 2006 (not material for 2005 and
2004.)
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 exceeds the grant price at the time of exercise.
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 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.
77
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.
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 year ended December 31, 2006 (no SARs were granted in 2005 and 2004):
|
|
|
|
|
|
|
Year Ended |
|
|
December 31, |
|
|
2006 |
Expected volatility |
|
|
61 |
% |
Weighted-average volatility |
|
|
61 |
% |
Expected dividends |
|
|
|
|
Expected term (in years) |
|
|
3.8 |
|
Risk-free rate |
|
|
4.8 |
% |
The following table summarizes SARs activity under the Plan as of December 31, 2006 and for
the year then ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
Remaining |
|
|
Aggregate |
|
|
|
|
|
|
|
Average |
|
|
Contractual |
|
|
Intrinsic |
|
|
|
Shares |
|
|
Exercise |
|
|
Term |
|
|
Value |
|
Stock Appreciation Rights |
|
(000s) |
|
|
Price |
|
|
(in years) |
|
|
(000s) |
|
Outstanding at January 1, 2006 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
126 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited or expired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2006 |
|
|
126 |
|
|
$ |
|
|
|
|
9.2 |
|
|
$ |
389 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested or expected to vest at
December 31, 2006 |
|
|
126 |
|
|
$ |
|
|
|
|
9.2 |
|
|
$ |
389 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2006 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted-average grant-date fair value of the SARs granted during the year ended
December 31, 2006 was $7.28 (no SARs were granted in 2005 and 2004.) No SARs were exercised during
the years ended December 31, 2006, 2005 and 2004.
The following table summarizes the status of nonvested SARs under the Plan as of December 31,
2006 and for the year then ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Average |
|
|
Shares |
|
Grant-Date |
Nonvested Stock Appreciation Rights |
|
(000s) |
|
Fair Value |
Nonvested at January 1, 2006 |
|
|
|
|
|
$ |
|
|
Granted |
|
|
126 |
|
|
$ |
7.28 |
|
Vested |
|
|
|
|
|
$ |
|
|
Forfeited |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
Nonvested at December 31, 2006 |
|
|
126 |
|
|
$ |
7.28 |
|
|
|
|
|
|
|
|
|
|
78
As of December 31, 2006, there was $0.7 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. None of the
SARs vested during the years ended December 31, 2006, 2005 and 2004.
Restricted Shares The Companys Board of Directors, at the recommendation of the Committee,
approves awards of performance-based 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 as of December 31, 2007 for the 2006-2007 performance period, as of
December 31, 2008 for the 2006-2008 performance period and as of December 31, 2009 for the
2007-2009 performance period. If the performance conditions are met for the 2006-2007 performance
period, for the 2006-2008 performance period and for the 2007-2009 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) on March 29, 2008, March 29, 2009 and March 16, 2010, respectively. 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.
In the event of a change in control (as defined in the Plan) prior to the date the Restricted
Shares (or RSUs) vest, all of the Restricted Shares (and RSUs) 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 (or RSUs) have vested and
the restrictions have lapsed with respect to such vested shares, any Restricted Shares (or RSUs)
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
year ended December 31, 2006 was $14.92 (no Restricted Shares/Units were granted in 2005 and 2004.)
The following table summarizes the status of nonvested Restricted Shares/Units under the Plan
as of December 31, 2006 and for the year then ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Average |
|
|
Shares |
|
Grant-Date |
Nonvested Restricted Shares/Units |
|
(000s) |
|
Fair Value |
Nonvested at January 1, 2006 |
|
|
|
|
|
$ |
|
|
Granted |
|
|
308 |
|
|
$ |
14.92 |
|
Vested |
|
|
|
|
|
$ |
|
|
Forfeited |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
Nonvested at December 31, 2006 |
|
|
308 |
|
|
$ |
14.92 |
|
|
|
|
|
|
|
|
|
|
As of December 31, 2006, based on the probability of achieving the performance goals, there
was $3.5 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 2.1 years. None of the Restricted Shares/Units vested during the
years ended December 31, 2006, 2005 and 2004.
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). The 2004 Fee Plan provides
that all new non-employee Directors joining the Board receive an initial grant of common stock
units (CSUs) on the date the new Director is appointed or elected, the number of which
79
will be determined by dividing a dollar amount to be determined from time to time by the Board
(currently set at $30,000) 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 new Director is appointed or
elected. The initial grant of CSUs will vest in three equal installments, one-third on the date of
each of the following three annual shareholders meetings. A CSU is a bookkeeping entry on the
Companys books that records the equivalent of one share of common stock. On the date each CSU
vests, the Director will become entitled to receive a share of the Companys common stock and the
CSU will be canceled. For federal income tax purposes, the Director will not be deemed to have
received income with respect to the CSUs until the CSUs vest. No options were awarded under the
2004 Stock Option Plan and none will be awarded. The number of shares remaining available for
issuance under the 2004 Fee Plan cannot exceed 378 thousand.
Additionally, the 2004 Fee Plan provides that each non-employee Director receives 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 (currently set at $50,000)
to be paid 75% in CSUs and 25% in cash. The number of CSUs to be granted under the 2004 Fee Plan
will be 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). The annual grant of CSUs will vest in two equal
installments, one-half on the date of each of the following two annual shareholders meetings.
There were grants of 30 thousand, 47.8 thousand and 55.6 thousand CSUs issued under the 2004 Fee
Plan during the years ended December 31, 2006, 2005 and 2004, respectively. The weighted-average
grant-date fair value of CSUs granted during the years ended December 31, 2006, 2005 and 2004 was
$16.94, $8.27 and $8.25, respectively.
The following table summarizes the status of the nonvested CSUs under the 2004 Fee Plan as of
December 31, 2006 and for the year then ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Average |
|
|
Shares |
|
Grant-Date |
Nonvested Common Stock Units |
|
(000s) |
|
Fair Value |
Nonvested at January 1, 2006 |
|
|
72 |
|
|
$ |
8.26 |
|
Granted |
|
|
22 |
|
|
$ |
16.94 |
|
Vested |
|
|
(46 |
) |
|
$ |
8.25 |
|
Forfeited |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
Nonvested at December 31, 2006 |
|
|
48 |
|
|
$ |
12.20 |
|
|
|
|
|
|
|
|
|
|
As of December 31, 2006, there was $0.4 million of total unrecognized compensation costs, net
of estimated forfeitures, related to nonvested CSUs granted under the 2004 Fee Plan. This cost is
expected to be recognized over a weighted-average period of 1.3 years. During the years ended
December 31, 2006 and 2005, a total of 46 thousand and 31 thousand CSUs vested, respectively (no
CSUs vested in 2004) with a total fair value of $0.4 million and $0.3 million, respectively.
Before January 1, 2006, the Company accounted for grants of CSUs issued under the 2004 Fee
Plan in accordance with APB 25 and recognized compensation cost over the requisite service period.
The fair value of the CSUs, which is the same under APB 25 and SFAS 123R, was based on the fair
value of the Companys stock on the date of grant. Under SFAS 123R, the Company will continue to
recognize compensation cost over the remaining service period. Until a CSU vests, the Director has
none of the rights of a shareholder with respect to the CSU or the common stock underlying the CSU.
CSUs are not transferable.
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 1, Summary of Accounting Policies, under Investments Held in Rabbi Trust.) The Deferred
Compensation Plans assets totaled $1.0 million and $0.7 million at December 31, 2006 and 2005,
respectively,
80
excluding the Companys common stock match, while liabilities totaled $1.0 million and $1.0
million, respectively. As of December 31, 2006 and 2005, the liabilities of the Deferred
Compensation Plan were recorded in treasury stock and additional paid-in capital, as appropriate,
and accrued employee compensation and benefits as of December 31, 2006 and other long-term
liabilities as of December 31, 2005 in the accompanying Consolidated Balance Sheets.
The weighted-average grant-date fair value of common stock awarded during the years ended
December 31, 2006, 2005 and 2004 was $15.72, $8.56 and $6.13, respectively.
The following table summarizes the status of the nonvested common stock issued under the
Deferred Compensation Plan as of December 31, 2006 and for the year then ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Average |
|
|
Shares |
|
Grant-Date |
Nonvested Common Stock |
|
(000s) |
|
Fair Value |
Nonvested at January 1, 2006 |
|
|
21 |
|
|
$ |
6.41 |
|
Awarded |
|
|
7 |
|
|
$ |
15.72 |
|
Vested |
|
|
(19 |
) |
|
$ |
10.60 |
|
Forfeited |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
Nonvested at December 31, 2006 |
|
|
9 |
|
|
$ |
9.15 |
|
|
|
|
|
|
|
|
|
|
As of December 31, 2006, there was $0.1 million of total unrecognized compensation cost, net
of estimated forfeitures, related to nonvested common stock awarded under the Deferred Compensation
Plan. This cost is expected to be recognized over a weighted-average period of 3.0 years. The total
fair value of the common stock vested during the years ended December 31, 2006, 2005 and 2004 was
$0.3 million, $0.1 million and $0.1 million, respectively.
Cash used to settle the Companys obligation under the Deferred Compensation Plan was less
than $0.1 million for the year ended December 31, 2006. There were no cash settlements during 2005
and 2004.
Note 21. Segments and Geographic Information
The Company operates within two regions, the Americas and EMEA which represented 67.4% and
32.6%, respectively, of consolidated revenues for 2006. The Americas and EMEA regions represented
64.3% and 35.7%, respectively, of consolidated revenues for 2005, and 60.7% and 39.3%,
respectively, of consolidated revenues for 2004. Each region represents a reportable segment
comprised of aggregated regional operating segments, which portray similar economic
characteristics. 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 enterprise support
services 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 region 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.
Information about the Companys reportable segments for the years ended December 31, 2006,
2005 and 2004 is as follows:
81
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
Americas |
|
|
EMEA |
|
|
Other(1) |
|
|
Total |
|
For the Year Ended December 31, 2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
387,305 |
|
|
$ |
186,918 |
|
|
|
|
|
|
$ |
574,223 |
|
Depreciation and amortization |
|
|
20,137 |
|
|
|
4,610 |
|
|
|
|
|
|
|
24,747 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations before
impairment of long-lived assets |
|
$ |
71,491 |
|
|
$ |
10,153 |
|
|
$ |
(36,041 |
) |
|
$ |
45,603 |
|
Impairment of long-lived assets |
|
|
|
|
|
|
|
|
|
|
(445 |
) |
|
|
(445 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45,158 |
|
Other income |
|
|
|
|
|
|
|
|
|
|
6,301 |
|
|
|
6,301 |
|
Provision for income taxes |
|
|
|
|
|
|
|
|
|
|
(9,136 |
) |
|
|
(9,136 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
42,323 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2005: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
318,173 |
|
|
$ |
176,745 |
|
|
|
|
|
|
$ |
494,918 |
|
Depreciation and amortization |
|
|
20,422 |
|
|
|
5,521 |
|
|
|
|
|
|
|
25,943 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations before
reversal of restructuring and other charges
and impairment of long-lived assets |
|
$ |
50,224 |
|
|
$ |
7,490 |
|
|
$ |
(31,092 |
) |
|
$ |
26,622 |
|
Reversal of restructuring and other charges |
|
|
|
|
|
|
|
|
|
|
314 |
|
|
|
314 |
|
Impairment of long-lived assets |
|
|
|
|
|
|
|
|
|
|
(605 |
) |
|
|
(605 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,331 |
|
Other income |
|
|
|
|
|
|
|
|
|
|
2,772 |
|
|
|
2,772 |
|
Provision for income taxes |
|
|
|
|
|
|
|
|
|
|
(5,695 |
) |
|
|
(5,695 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
23,408 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2004: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
283,253 |
|
|
$ |
183,460 |
|
|
|
|
|
|
$ |
466,713 |
|
Depreciation and amortization |
|
|
22,042 |
|
|
|
8,195 |
|
|
|
|
|
|
|
30,237 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations before
reversal of restructuring and other charges
and impairment of long-lived assets |
|
$ |
30,960 |
|
|
$ |
10,478 |
|
|
$ |
(28,264 |
) |
|
$ |
13,174 |
|
Reversal of restructuring and other charges |
|
|
|
|
|
|
|
|
|
|
113 |
|
|
|
113 |
|
Impairment of long-lived assets |
|
|
|
|
|
|
|
|
|
|
(690 |
) |
|
|
(690 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,597 |
|
Other income |
|
|
|
|
|
|
|
|
|
|
3,264 |
|
|
|
3,264 |
|
Provision for income taxes |
|
|
|
|
|
|
|
|
|
|
(5,047 |
) |
|
|
(5,047 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
10,814 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Other items (including corporate costs, restructuring and
impairment 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 years in the
period ended December 31, 2006. The accounting policies of the
reportable segments are the same as those described in Note 1,
Summary of Accounting Policies, to the accompanying consolidated
financial statements. 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. |
During 2006, 2005 and 2004 the Company had no clients that exceeded ten percent of
consolidated revenues.
Information about the Companys operations by geographic location is as follows (in
thousands):
82
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Revenues (1): |
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
82,441 |
|
|
$ |
78,997 |
|
|
$ |
85,556 |
|
Argentina |
|
|
15,117 |
|
|
|
|
|
|
|
|
|
Canada |
|
|
92,876 |
|
|
|
82,084 |
|
|
|
69,045 |
|
Costa Rica |
|
|
53,147 |
|
|
|
45,435 |
|
|
|
36,595 |
|
Philippines |
|
|
126,418 |
|
|
|
98,766 |
|
|
|
79,060 |
|
Other |
|
|
17,306 |
|
|
|
12,891 |
|
|
|
12,997 |
|
|
|
|
|
|
|
|
|
|
|
Total Americas |
|
|
387,305 |
|
|
|
318,173 |
|
|
|
283,253 |
|
|
|
|
|
|
|
|
|
|
|
Germany |
|
|
56,007 |
|
|
|
54,298 |
|
|
|
59,941 |
|
United Kingdom |
|
|
52,214 |
|
|
|
50,246 |
|
|
|
52,073 |
|
Sweden |
|
|
20,735 |
|
|
|
20,758 |
|
|
|
24,704 |
|
Spain |
|
|
12,950 |
|
|
|
12,030 |
|
|
|
11,912 |
|
The Netherlands |
|
|
14,829 |
|
|
|
11,511 |
|
|
|
9,406 |
|
Hungary |
|
|
13,921 |
|
|
|
13,269 |
|
|
|
10,722 |
|
Other |
|
|
16,262 |
|
|
|
14,633 |
|
|
|
14,702 |
|
|
|
|
|
|
|
|
|
|
|
Total EMEA |
|
|
186,918 |
|
|
|
176,745 |
|
|
|
183,460 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
574,223 |
|
|
$ |
494,918 |
|
|
$ |
466,713 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-lived assets (2): |
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
17,655 |
|
|
$ |
28,735 |
|
|
$ |
26,271 |
|
Argentina |
|
|
11,558 |
|
|
|
|
|
|
|
|
|
Canada |
|
|
8,742 |
|
|
|
9,009 |
|
|
|
8,363 |
|
Costa Rica |
|
|
3,165 |
|
|
|
3,836 |
|
|
|
4,816 |
|
Philippines |
|
|
13,812 |
|
|
|
15,324 |
|
|
|
18,102 |
|
Other |
|
|
5,689 |
|
|
|
3,363 |
|
|
|
5,734 |
|
|
|
|
|
|
|
|
|
|
|
Total Americas |
|
|
60,621 |
|
|
|
60,267 |
|
|
|
63,286 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Germany |
|
|
3,113 |
|
|
|
3,494 |
|
|
|
5,043 |
|
United Kingdom |
|
|
5,441 |
|
|
|
5,527 |
|
|
|
7,137 |
|
Sweden |
|
|
238 |
|
|
|
376 |
|
|
|
639 |
|
Spain |
|
|
338 |
|
|
|
971 |
|
|
|
1,775 |
|
The Netherlands |
|
|
597 |
|
|
|
215 |
|
|
|
353 |
|
Hungary |
|
|
2,459 |
|
|
|
2,071 |
|
|
|
2,741 |
|
Other |
|
|
1,402 |
|
|
|
1,452 |
|
|
|
1,917 |
|
|
|
|
|
|
|
|
|
|
|
Total EMEA |
|
|
13,588 |
|
|
|
14,106 |
|
|
|
19,605 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
74,209 |
|
|
$ |
74,373 |
|
|
$ |
82,891 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Revenues are attributed to countries based on location of customer, except for revenues for Costa
Rica, Philippines, China and India which is primarily comprised of customers located in the
U.S., but serviced by centers in those respective geographic locations. |
|
(2) |
|
Long-lived assets include property and equipment, net and intangibles, net. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill: |
|
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
20,422 |
|
|
$ |
5,918 |
|
|
$ |
5,224 |
|
EMEA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
20,422 |
|
|
$ |
5,918 |
|
|
$ |
5,224 |
|
|
|
|
|
|
|
|
|
|
|
Revenues for the Companys products and services are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Outsourced customer contact management services |
|
$ |
546,488 |
|
|
$ |
468,141 |
|
|
$ |
438,363 |
|
Fulfillment services |
|
|
18,312 |
|
|
|
18,096 |
|
|
|
17,105 |
|
Enterprise support services |
|
|
9,423 |
|
|
|
8,681 |
|
|
|
11,245 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
574,223 |
|
|
$ |
494,918 |
|
|
$ |
466,713 |
|
|
|
|
|
|
|
|
|
|
|
83
Note 22. Related Party Transactions
The Company paid John H. Sykes, the founder and former Chairman of the Company and the father
of Charles Sykes, President and Chief Executive Officer of the Company, $0.3 million, $0.6 million
and $0.6 million, for the use of his private jet in the years 2006, 2005 and 2004, respectively,
which is based on two times fuel costs and other actual costs incurred for each trip.
Note 23. Retirement of Founder and Chairman
On August 2, 2004, John H. Sykes publicly announced his resignation and retirement as Chairman
and Chief Executive Officer of the Company. Mr. Sykes was employed by the Company pursuant to the
Amended and Restated Executive Employment Agreement (the Employment Agreement) dated as of
October 1, 2001. The Employment Agreement had an initial term of five years, expiring on October 1,
2006, and included automatic one-year extensions unless there was appropriate notice of
termination.
As a result of Mr. Sykes resignation prior to the end of the initial term of the Employment
Agreement, the Company and Mr. Sykes terminated the Employment Agreement and entered into a
retirement and consulting agreement (the Retirement and Consulting Agreement) dated December 10,
2004. Under the terms of the Retirement and Consulting Agreement, Mr. Sykes employment with the
Company was terminated effective as of December 31, 2004, and the Company paid all compensation and
benefits due under the Employment Agreement through December 31, 2004. In addition, the Company
paid Mr. Sykes $1.7 million in base severance pay and unused vacation benefits, including a lump
sum of $0.3 million related to the relinquishment of any rights to an office and a secretary and
the right to continue to be covered as an employee under the Companys group health insurance
policy. The $1.7 million payment to Mr. Sykes is included in General and administrative costs in
the accompanying Consolidated Statement of Operations for the year ended December 31, 2004.
Additionally, the Company paid Hyde Park Equity, LLC, a limited liability company owned by Mr.
Sykes, fees of $150,000, which paid in seven equal quarterly installments of $21,428, for
consulting services to be provided by Mr. Sykes through Hyde Park Equity during the period from
December 31, 2004, through October 1, 2006. For such amount, Hyde Park Equity caused Mr. Sykes to
provide up to 37.5 days of consulting services per year at the request of the Board of Directors or
its Chairman. Such services included advice dealing with significant business issues and an
orderly management transition. Additional days of service were billed at the rate of $2,000 per
day. The Company also agreed to reimburse Hyde Park Equity for out of pocket business expenses
incurred in connection with providing services to the Company. During 2006 and 2005, the Company
paid $0.1 million and $0.1 million, respectively to Hyde Park Equity under this agreement.
84
Schedule II Valuation and Qualifying Accounts
Years ended December 31, 2006, 2005 and 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Reversals) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged to |
|
|
|
|
|
Beginning |
|
|
|
|
Balance at |
|
(Credited) to |
|
|
|
|
|
Balance |
|
Balance at |
|
|
Beginning |
|
Costs and |
|
(Additions) |
|
Of Acquired |
|
End of |
|
|
of Period |
|
Expenses |
|
Deductions |
|
Company |
|
Period |
Allowance for doubtful accounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2006 |
|
$ |
3,051 |
|
|
$ |
(600 |
) |
|
$ |
(11) |
(1) |
|
$ |
72 |
|
|
$ |
2,534 |
|
Year ended December 31, 2005 |
|
|
4,293 |
|
|
|
(649 |
) |
|
|
593 |
(1) |
|
|
|
|
|
|
3,051 |
|
Year ended December 31, 2004 |
|
|
4,242 |
|
|
|
267 |
|
|
|
216 |
(1) |
|
|
|
|
|
|
4,293 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Valuation allowance for net deferred tax assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2006 |
|
$ |
28,807 |
|
|
$ |
6,460 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
35,267 |
|
Year ended December 31, 2005 |
|
|
30,391 |
|
|
|
|
|
|
|
1,584 |
|
|
|
|
|
|
|
28,807 |
|
Year ended December 31, 2004 |
|
|
30,582 |
|
|
|
|
|
|
|
191 |
|
|
|
|
|
|
|
30,391 |
|
|
|
|
(1) |
|
Net write-offs and recoveries |
85