SYKES ENTERPRISES,INCORPORATED
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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þ |
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended March 31, 2008
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o |
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission File No. 0-28274
Sykes Enterprises, Incorporated
(Exact name of Registrant as specified in its charter)
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Florida
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56-1383460 |
(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.) |
400 North Ashley Drive, Tampa, FL 33602
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (813) 274-1000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for at least the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
As of April 18, 2008, there were 41,074,629 outstanding shares of common stock.
Sykes Enterprises, Incorporated and Subsidiaries
INDEX
2
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Sykes Enterprises, Incorporated and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
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March 31, |
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December 31, |
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(in thousands, except per share data) |
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2008 |
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2007 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
189,663 |
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$ |
177,682 |
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Receivables, net |
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164,220 |
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145,490 |
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Prepaid expenses |
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14,779 |
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10,905 |
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Other current assets |
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15,773 |
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19,828 |
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Short-term investments |
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17,827 |
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Total current assets |
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384,435 |
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371,732 |
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Property and equipment, net |
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78,543 |
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78,574 |
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Goodwill, net |
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22,286 |
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22,468 |
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Intangibles, net |
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6,216 |
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6,646 |
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Deferred charges and other assets |
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26,296 |
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26,055 |
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$ |
517,776 |
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$ |
505,475 |
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Liabilities and Shareholders Equity |
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Current liabilities: |
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Accounts payable |
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$ |
18,482 |
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$ |
21,588 |
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Accrued employee compensation and benefits |
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44,943 |
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46,245 |
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Income taxes payable |
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4,736 |
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4,592 |
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Deferred revenue |
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30,684 |
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31,822 |
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Other accrued expenses and current liabilities |
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14,675 |
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14,132 |
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Total current liabilities |
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113,520 |
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118,379 |
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Deferred grants |
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10,097 |
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10,329 |
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Long-term income tax liabilities |
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4,961 |
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6,269 |
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Other long-term liabilities |
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6,422 |
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5,177 |
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Total liabilities |
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135,000 |
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140,154 |
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Loss contingency (Note 15) |
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Shareholders equity: |
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Preferred stock, $0.01 par value, 10,000 shares
authorized; no shares issued and outstanding |
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Common stock, $0.01 par value, 200,000 shares authorized;
41,244 and 45,537 shares issued |
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412 |
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455 |
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Additional paid-in capital |
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153,171 |
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184,184 |
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Retained earnings |
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192,337 |
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195,203 |
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Accumulated other comprehensive income |
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37,760 |
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37,457 |
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Treasury stock at cost: 158 shares and 4,697 shares |
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(904 |
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(51,978 |
) |
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Total shareholders equity |
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382,776 |
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365,321 |
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$ |
517,776 |
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$ |
505,475 |
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See accompanying notes to condensed consolidated financial statements.
3
Sykes Enterprises, Incorporated and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
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Three Months Ended |
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March 31, |
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(in thousands, except for per share data) |
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2008 |
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2007 |
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Revenues |
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$ |
203,721 |
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$ |
168,001 |
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Operating expenses: |
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Direct salaries and related costs |
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130,980 |
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105,871 |
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General and administrative |
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56,424 |
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48,555 |
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Total operating expenses |
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187,404 |
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154,426 |
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Income from operations |
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16,317 |
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13,575 |
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Other income (expense): |
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Interest income |
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1,822 |
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1,349 |
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Interest (expense) |
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(102 |
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(153 |
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Other income (expense) |
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531 |
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(319 |
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Total other income (expense) |
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2,251 |
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877 |
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Income before provision for income taxes |
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18,568 |
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14,452 |
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Provision for income taxes |
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2,858 |
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2,653 |
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Net income |
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$ |
15,710 |
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$ |
11,799 |
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Net income per share: |
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Basic |
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$ |
0.39 |
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$ |
0.29 |
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Diluted |
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$ |
0.38 |
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$ |
0.29 |
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Weighted average shares: |
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Basic |
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40,491 |
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40,299 |
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Diluted |
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40,813 |
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40,550 |
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See accompanying notes to condensed consolidated financial statements.
4
Sykes Enterprises, Incorporated and Subsidiaries
Condensed Consolidated Statements of Changes in Shareholders Equity
Three Months Ended March 31, 2007, Nine Months Ended December 31, 2007 and
Three Months Ended March 31, 2008
(Unaudited)
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Common |
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Accumulated |
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Stock |
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Additional |
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Other |
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Shares |
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Paid-in |
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Retained |
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Comprehensive |
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Treasury |
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(In thousands) |
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Issued |
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Amount |
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Capital |
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Earnings |
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Income (Loss) |
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Stock |
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Total |
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Balance at January 1, 2007 |
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45,254 |
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$ |
453 |
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$ |
179,021 |
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$ |
158,058 |
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$ |
5,869 |
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$ |
(51,928 |
) |
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$ |
291,473 |
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Adjustment upon adoption of FIN
48 |
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(2,714 |
) |
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(2,714 |
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Issuance of common stock |
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34 |
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164 |
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164 |
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Stock-based compensation expense |
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979 |
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979 |
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Issuance of common stock and
restricted stock under equity
award
plans |
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215 |
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2 |
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(2 |
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Comprehensive income |
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11,799 |
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2,203 |
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14,002 |
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Balance at March 31, 2007 |
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45,503 |
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455 |
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180,162 |
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167,143 |
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8,072 |
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(51,928 |
) |
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303,904 |
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Issuance of common stock |
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36 |
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309 |
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309 |
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Stock-based compensation expense |
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3,192 |
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3,192 |
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Issuance of common stock and
restricted stock under equity
award
plans |
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(27 |
) |
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53 |
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53 |
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Issuance of common stock for
business acquisition |
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25 |
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468 |
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(50 |
) |
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418 |
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Comprehensive income |
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28,060 |
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29,385 |
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57,445 |
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Balance at December 31, 2007 |
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45,537 |
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455 |
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184,184 |
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195,203 |
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37,457 |
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(51,978 |
) |
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365,321 |
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Adjustment upon adoption of EITF
06-10 |
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(482 |
) |
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(482 |
) |
Issuance of common stock |
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60 |
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1 |
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|
678 |
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|
679 |
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Stock-based compensation expense |
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1,246 |
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|
1,246 |
|
Issuance of common stock and
restricted stock under equity
award
plans |
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|
190 |
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1 |
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|
94 |
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(96 |
) |
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(1 |
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Retirement of treasury stock |
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(4,543 |
) |
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(45 |
) |
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(33,031 |
) |
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(18,094 |
) |
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51,170 |
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Comprehensive income |
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15,710 |
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|
303 |
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16,013 |
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Balance at March 31, 2008 |
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41,244 |
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|
$ |
412 |
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$ |
153,171 |
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$ |
192,337 |
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$ |
37,760 |
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$ |
(904 |
) |
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$ |
382,776 |
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|
See accompanying notes to condensed consolidated financial statements.
5
Sykes
Enterprises, Incorporated and Subsidiaries
Condensed Consolidated Statements of Cash Flows
Three months ended March 31, 2008 and 2007
(Unaudited)
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(in thousands) |
|
2008 |
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|
2007 |
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Cash flows from operating activities: |
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Net income |
|
$ |
15,710 |
|
|
$ |
11,799 |
|
Depreciation and amortization |
|
|
7,019 |
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|
|
5,980 |
|
Stock compensation expense |
|
|
1,246 |
|
|
|
979 |
|
Deferred income tax benefit |
|
|
(186 |
) |
|
|
(272 |
) |
(Reversals of) termination costs associated with exit activities |
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|
|
|
(48 |
) |
Foreign exchange (gain) on liquidation of foreign entities |
|
|
(11 |
) |
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|
(2 |
) |
Bad debt expense |
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|
393 |
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|
4 |
|
Unrealized loss on financial instruments, net |
|
|
691 |
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|
94 |
|
Amortization of discount on short-term investments |
|
|
(173 |
) |
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Amortization of actuarial gains on pension |
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|
(17 |
) |
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|
Changes in assets and liabilities: |
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|
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Receivables |
|
|
(16,132 |
) |
|
|
(4,761 |
) |
Prepaid expenses |
|
|
(3,941 |
) |
|
|
(4,873 |
) |
Other current assets |
|
|
491 |
|
|
|
83 |
|
Deferred charges and other assets |
|
|
804 |
|
|
|
834 |
|
Accounts payable |
|
|
(2,133 |
) |
|
|
(188 |
) |
Income taxes receivable/payable |
|
|
(1,197 |
) |
|
|
697 |
|
Accrued employee compensation and benefits |
|
|
(2,247 |
) |
|
|
(2,360 |
) |
Other accrued expenses and current liabilities |
|
|
753 |
|
|
|
190 |
|
Deferred revenue |
|
|
(632 |
) |
|
|
(3,552 |
) |
Other long-term liabilities |
|
|
598 |
|
|
|
328 |
|
|
|
|
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|
Net cash provided by operating activities |
|
|
1,036 |
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|
|
4,932 |
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Cash flows from investing activities: |
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|
|
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Capital expenditures |
|
|
(8,063 |
) |
|
|
(6,364 |
) |
Proceeds from sale of property and equipment |
|
|
51 |
|
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|
43 |
|
Proceeds from release of restricted cash |
|
|
373 |
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|
|
Sale of short-term investments |
|
|
17,535 |
|
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|
|
Purchase of short-term investments |
|
|
(175 |
) |
|
|
|
|
Investment in restricted cash |
|
|
(1,001 |
) |
|
|
(893 |
) |
Other |
|
|
(128 |
) |
|
|
3 |
|
|
|
|
|
|
|
|
Net cash provided by (used for) investing activities |
|
|
8,592 |
|
|
|
(7,211 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Proceeds from issuance of stock |
|
|
679 |
|
|
|
164 |
|
Proceeds from short-term debt |
|
|
26 |
|
|
|
|
|
Payments on short-term debt |
|
|
(26 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
679 |
|
|
|
164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effects of exchange rates on cash |
|
|
1,674 |
|
|
|
1,835 |
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
11,981 |
|
|
|
(280 |
) |
Cash and cash equivalents beginning |
|
|
177,682 |
|
|
|
158,580 |
|
|
|
|
|
|
|
|
Cash and cash equivalents ending |
|
$ |
189,663 |
|
|
$ |
158,300 |
|
|
|
|
|
|
|
|
6
Sykes Enterprises, Incorporated and Subsidiaries
Condensed Consolidated Statements of Cash Flows
Three months ended March 31, 2008 and 2007
(Unaudited)
(Continued)
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2007 |
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|
|
Cash paid during period for interest |
|
$ |
67 |
|
|
$ |
67 |
|
Cash paid during period for income taxes |
|
$ |
4,061 |
|
|
$ |
2,272 |
|
|
|
|
|
|
|
|
|
|
Non-cash transactions: |
|
|
|
|
|
|
|
|
Property and equipment additions included in accounts payable |
|
$ |
1,681 |
|
|
$ |
2,405 |
|
See accompanying notes to condensed consolidated financial statements.
7
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2008 and 2007
(Unaudited)
Sykes Enterprises, Incorporated and consolidated subsidiaries (Sykes or the Company) provides
outsourced customer contact management solutions and services in the business process outsourcing
arena to companies, primarily within the communications, 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 Basis of Presentation and Summary of Significant Accounting Policies
The accompanying unaudited condensed consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of America
(generally accepted accounting principles) for interim financial information and with the
instructions to Form 10-Q. Accordingly, they do not include all of the information and notes
required by generally accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the three months ended
March 31, 2008 are not necessarily indicative of the results that may be expected for any future
quarters or the year ending December 31, 2008. For further information, refer to the consolidated
financial statements and notes thereto, included in the Companys Annual Report on Form 10-K for
the year ended December 31, 2007, as filed with the Securities and Exchange Commission (SEC).
Property and Equipment The carrying value of property and equipment to be held and used is
evaluated for impairment whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable in accordance with 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 result from the use of the asset and its eventual
disposition does not exceed its carrying amount. The amount of the impairment loss, if any, is
measured as the amount by which the carrying value of the asset exceeds its estimated fair value,
which is generally determined based on appraisals or sales prices of comparable assets.
Occasionally, the Company redeploys property and equipment from under-utilized centers to other
locations to improve capacity utilization if it is determined that the related undiscounted future
cash flows in the under-utilized centers would not be sufficient to recover the carrying amount of
these assets. The Company determined that its property and equipment was not impaired as of March
31, 2008.
Short-Term Investments Short-term investments are investments that are highly liquid, held to
maturity according to the provisions of SFAS No. 115, Accounting for Certain Investments in Debt
and Equity Securities, and have terms greater than three months, but less than one year, at the
time of acquisition. As of December 31, 2007, the Company had short-term investments of $17.8 million in commercial paper (none as of March
31, 2008) with a remaining maturity of less than one year. Short-term investments are carried at
amortized cost which approximates fair value. Therefore, there were no significant unrecognized
holding gains or losses at December 31, 2007.
Goodwill The Company accounts for goodwill and other intangible assets under SFAS No. 142 (SFAS
142), Goodwill and Other Intangible Assets. Goodwill and other intangible assets with indefinite
lives are not subject to amortization, but instead must be reviewed at least annually, and more
frequently in the presence of certain circumstances, for impairment by applying a fair value based
test. Fair value for goodwill is based on discounted
8
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2008 and 2007
(Unaudited)
Note 1 Basis of Presentation and Summary of Significant Accounting Policies (continued)
Goodwill (continued)
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. The Company completed its annual goodwill impairment test
during the third quarter of 2007 and determined that the carrying amount of goodwill was not
impaired. 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 useful
lives. The Company periodically evaluates the recoverability of intangible assets and takes into
account events or changes in circumstances that warrant revised estimates of useful lives or that
indicate that impairment exists. Fair value for intangible assets is
based on discounted cash flows, market multiples and/or appraised
values as appropriate. The Company does not have intangible assets with indefinite lives.
Value Added Tax Receivables Our Philippine operations are subject to Value Added Tax, or VAT,
which is usually applied to all goods and services purchased throughout the Philippines. Upon
validation and certification of the VAT receivables by the Philippine government, the VAT
receivables are held for sale through third-party brokers. This process through collection
typically takes three to five years. The VAT receivable is approximately $8.7 million and $8.3
million as of March 31, 2008 and December 31, 2007, respectively, net of a valuation allowance of
$2.3 million and $2.7 million, respectively. As of March 31, 2008 and December 31, 2007, the VAT
receivables, net of the valuation allowance, of $5.1 million and $6.4 million, respectively, is
included in Deferred Charges and Other Assets, $1.9 million and $0.0 million, respectively, is
included in Prepaid Expenses and $1.7 million and $1.9 million, respectively, is included in
Receivables in the accompanying Condensed Consolidated Financial Statements. We review our VAT
receivable balance for impairment whenever events or changes in circumstances indicate the carrying
amount might not be recoverable. During the three months ended March 31, 2008, the Company
determined that a portion of the VAT receivable balance was not recoverable and wrote down the
balance by $0.3 million.
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 13. Stock-based awards
under these plans may consist of common stock, common stock units, stock options, cash-settled or
stock-settled stock appreciation rights, restricted stock and other stock-based awards. The Company
issues common stock to satisfy stock option exercises or vesting of stock awards.
The Company recognizes in its income statement the grant-date fair value of stock options and other
equity-based compensation issued to employees and directors. Compensation expense for equity-based
awards is recognized over the requisite service period, usually the vesting period, while
compensation expense for liability-based awards (those usually settled in cash rather than stock)
is measured to fair-value at each balance sheet date until the award is settled.
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 Other income (expense) in the accompanying
Condensed Consolidated Statements of Operations.
9
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2008 and 2007
(Unaudited)
Note 1 Basis of Presentation and Summary of Significant Accounting Policies (continued)
Foreign Currency and Derivative Instruments The Company accounts for financial derivative
instruments utilizing SFAS No. 133 (SFAS 133), Accounting for Derivative Instruments and Hedging
Activities, as amended. The Company generally utilizes non-deliverable forward contracts expiring
within one to 24 months to reduce its foreign currency exposure due to exchange rate fluctuations
on forecasted cash flows denominated in non-functional foreign currencies. Upon proper
qualification, these contracts are accounted for as cash-flow hedges, as defined by SFAS 133. These
contracts are entered into to protect against the risk that the eventual cash flows resulting from
such transactions will be adversely affected by changes in exchange rates. In using derivative
financial instruments to hedge exposures to changes in exchange rates, the Company exposes itself
to counterparty credit risk.
All derivatives, including foreign currency forward contracts, are recognized in the balance sheet
at fair value. On the date the derivative contract is entered into, the Company determines whether
the derivative contract should be designated as a cash flow hedge. Changes in the fair value of
derivatives that are highly effective and designated as cash flow hedges are recorded in Accumulated other comprehensive income (loss), until the
forecasted underlying transactions occur. Any realized gains or losses resulting from the cash flow
hedges are recognized together with the hedged transaction within Revenues. Cash flows from the
derivative contracts are classified within Cash flows from operating activities in the
accompanying Condensed Consolidated Statement of Cash Flows. Ineffectiveness is measured based on
the change in fair value of the forward contracts and the fair value of the hypothetical
derivatives with terms that match the critical terms of the risk being hedged. Hedge
ineffectiveness is recognized within Revenues.
The Company formally documents all relationships between hedging instruments and hedged items, as
well as its risk management objective and strategy for undertaking various hedging activities. This
process includes linking all derivatives that are designated as cash flow hedges to forecasted
transactions. The Company also formally assesses, both at the hedges inception and on an ongoing
basis, whether the derivatives that are used in hedging transactions are highly effective in
offsetting changes in cash flows of hedged items on a prospective and retrospective basis. When it
is determined that a derivative is not highly effective as a hedge or that it has ceased to be a
highly effective hedge or if a forecasted hedge is no longer probable of occurring, the Company
discontinues hedge accounting prospectively. At March 31, 2008, all hedges were determined to be
highly effective.
The Company also periodically enters into forward contracts that are not designated as hedges. The
purpose of these derivative instruments is to reduce the effects on its operating results and cash
flows from fluctuations caused by volatility in currency exchange rates. The Company records
changes in the fair value of these derivative instruments within Revenues. See Note 4 for further
information on financial derivative instruments.
Fair Value Measurements Effective January 1, 2008, the Company adopted the provisions of SFAS No.
157 (SFAS 157), Fair Value Measurements and SFAS No. 159 (SFAS 159), The Fair Value Option for
Financial Assets and Financial Liabilities including an amendment to FASB Statement No. 115.
SFAS 157, 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 clarifies that fair value is an exit price, representing the amount that
would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants.
SFAS 159 permits an entity to measure certain financial assets and financial liabilities at fair
value with changes in fair value recognized in earnings each period. During the three months ended
March 31, 2008, the Company has not elected to use the fair value option permitted under SFAS 159
for any of its financial assets and financial liabilities that are not already recorded at fair
value.
A description of the Companys policies regarding fair value measurement is summarized below.
Fair Value Hierarchy SFAS 157 requires disclosure about how fair value is determined for
assets and liabilities and establishes a hierarchy for which these assets and liabilities must be
grouped, based on significant levels of observable or unobservable inputs. Observable inputs
reflect market data obtained from independent sources, while
10
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2008 and 2007
(Unaudited)
Note 1 Basis of Presentation and Summary of Significant Accounting Policies (continued)
Fair Value Measurements (continued)
unobservable inputs reflect the Companys market assumptions. This hierarchy requires the use of
observable market data when available. These two types of inputs have created the following
fair-value hierarchy:
|
|
Level 1 Quoted prices for identical instruments in active markets. |
|
|
|
Level 2 Quoted prices for similar instruments in active markets;
quoted prices for identical or similar instruments in markets that are
not active; and model-derived valuations in which all significant
inputs and significant value drivers are observable in active markets. |
|
|
|
Level 3 Valuations derived from valuation techniques in which
one or more significant inputs or significant value drivers are
unobservable. |
Determination of Fair Value The Company generally uses quoted market prices (unadjusted)
in active markets for identical assets or liabilities that the Company has the ability to access to
determine fair value, and classifies such items in Level 1. Fair values determined by Level 2
inputs utilize inputs other than quoted market prices included in Level 1 that are observable for
the asset or liability, either directly or indirectly. Level 2 inputs include quoted market prices
in active markets for similar assets or liabilities, and inputs other than quoted market prices
that are observable for the asset or liability. Level 3 inputs are unobservable inputs for the
asset or liability, and include situations where there is little, if any, market activity for the
asset or liability.
If quoted market prices are not available, fair value is based upon internally developed valuation
techniques that use, where possible, current market-based or independently sourced market
parameters, such as interest rates, currency rates, etc. Assets or liabilities valued using such
internally generated valuation techniques are classified according to the lowest level input or
value driver that is significant to the valuation. Thus, an item may be classified in Level 3 even
though there may be some significant inputs that are readily observable.
The following section describes the valuation methodologies used by the Company to measure fair
value, including an indication of the level in the fair value hierarchy in which each asset or
liability is generally classified.
Money Market Funds The Company uses quoted market prices in active markets to determine the fair
value of money market funds, which are classified in Level 1 of the fair value hierarchy.
Foreign Currency Forward Contracts The Company enters into foreign currency forward contracts
over the counter and values such contracts using a discounted cash flows model. The key inputs
include forward foreign currency exchange rates and interest rates. The item is classified in Level
2 of the fair value hierarchy.
Investments Held in Rabbi Trust and related Deferred Compensation Plan Liability The Company
maintains a non-qualified deferred compensation plan structured as a rabbi trust for certain
eligible employees. The investment assets of the rabbi trust are valued using quoted market prices
multiplied by the number of shares held in the trust, which are classified in Level 1 of the fair
value hierarchy. The related deferred compensation liability represents the fair value of the
investment assets discounted for the Companys credit risk taking into consideration the legal
rights of participants to receive deferred amounts, which is classified in Level 2 of the fair
value hierarchy. For additional information about our deferred compensation plan, refer to Note 13
of the accompanying Condensed Consolidated Financial Statements.
Guaranteed
Investment Certificates The Companys guaranteed investment certificates has a variable
interest rate linked to the prime rate and approximates fair value due to the automatic ability to
reprice with changes in the market; such items are classified in Level 2 of the fair value
hierarchy.
Value
Added Tax Receivable The value added tax VAT receivable is recorded at carrying value (net
of valuation allowances), which approximates fair value. The Company recognizes a valuation
allowance based on such factors
11
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2008 and 2007
(Unaudited)
Note 1 Basis of Presentation and Summary of Significant Accounting Policies (continued)
Fair Value Measurements (continued)
as historical sales experience and current market demand. Such items are classified in Level 3 of
the fair value hierarchy.
Recent Accounting Pronouncements 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 (SFAS
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. The Company adopted the provisions of FIN 48 on
January 1, 2007. As a result of the implementation of FIN
48, the Company recognized a $2.7
million liability for unrecognized tax benefits, including interest and penalties, which was
accounted for as a reduction to the January 1, 2007 balance of retained earnings.
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. The Company
adopted the provisions of SFAS 157 on January 1, 2008. The adoption of this standard did not have a
material impact on the Companys financial condition, results of operations or cash flows. See Note
2 Fair Value for further information.
In March 2007, the EITF reached a consensus 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 assets,
liabilities and related compensation costs for collateral assignment split-dollar life insurance
arrangements that provide a benefit to an employee that extends into postretirement periods. The
Company adopted the provisions of EITF 06-10 on January 1, 2008. As a result of the implementation
of EITF 06-10, the Company recognized a $0.5 million liability for a postretirement benefit
obligation related to a split dollar arrangement on behalf of its founder and former Chairman and
Chief Executive Officer which was accounted for as a reduction to the January 1, 2008 balance of
retained earnings. See Note 14 Pension Plan and Post-Retirement Benefits for further
information.
In December 2007, the FASB issued SFAS No. 141 (revised 2007) (SFAS 141R), Business Combinations
and SFAS No. 160 (SFAS 160), Noncontrolling Interests in Consolidated Financial Statements, an
amendment of Accounting Research Bulletin No. 51. SFAS 141R will change how business acquisitions
are accounted for and will impact financial statements both on the acquisition date and in
subsequent periods. SFAS 160 will change the accounting and reporting for minority interests, which
will be recharacterized as noncontrolling interests and classified as a component of shareholders
equity. SFAS 141R and SFAS 160 are effective for fiscal years beginning after December 15, 2008 and
should be applied prospectively for all business combinations entered into after the date of
adoption. However, the presentation and disclosure requirements of SFAS 160 will be applied
retrospectively for all periods presented. The Company is currently evaluating the impact of
adopting the presentation and disclosure provisions of SFAS 160 on its financial condition, results
of operations and cash flows.
In March 2008, the FASB issued SFAS No. 161 (SFAS 161), Disclosures About Derivative Instruments
and Hedging Activities, which amends SFAS 133, Accounting for Derivative Instruments and Hedging
Activities, by requiring increased qualitative, quantitative, and credit-risk disclosures about an
entitys derivative instruments and hedging activities. SFAS 161 is effective for fiscal years and
interim periods beginning after November 15, 2008. The Company is currently evaluating the impact
of this standard on its financial condition, results of operations and cash flows.
12
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2008 and 2007
(Unaudited)
Note 2 Fair Value
The Companys assets and liabilities measured at fair value on a recurring basis subject to the
requirements of SFAS 157 consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at March 31, 2008 Using: |
|
|
|
|
|
|
|
Quoted Prices in |
|
|
|
|
|
|
|
|
|
|
|
|
|
Active Markets |
|
|
Significant Other |
|
|
Significant |
|
|
|
|
|
|
|
For Identical |
|
|
Observable |
|
|
Unobservable |
|
|
|
Balance at |
|
|
Assets |
|
|
Inputs |
|
|
Inputs |
|
|
|
March 31, 2008 |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money Market Funds (1) |
|
$ |
64,971 |
|
|
$ |
64,971 |
|
|
$ |
|
|
|
$ |
|
|
Foreign Currency Forward
Contracts (2) |
|
|
4,630 |
|
|
|
|
|
|
|
4,630 |
|
|
|
|
|
Investments Held in Rabbi Trust
for the Deferred Compensation
Plan (2) |
|
|
1,581 |
|
|
|
1,581 |
|
|
|
|
|
|
|
|
|
Guaranteed Investment
Certificates (3) |
|
|
2,673 |
|
|
|
|
|
|
|
2,673 |
|
|
|
|
|
Value Added Tax Receivables |
|
|
8,680 |
|
|
|
|
|
|
|
|
|
|
|
8,680 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
82,535 |
|
|
$ |
66,552 |
|
|
$ |
7,303 |
|
|
$ |
8,680 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Currency Forward
Contracts (4) |
|
$ |
1,312 |
|
|
$ |
|
|
|
$ |
1,312 |
|
|
$ |
|
|
Deferred Compensation Plan
Liability (5) |
|
|
1,581 |
|
|
|
|
|
|
|
1,581 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
$ |
2,893 |
|
|
$ |
|
|
|
$ |
2,893 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Included in Cash and cash equivalents in the accompanying Condensed Consolidated Balance Sheet. |
|
(2) |
|
Included in Other current assets in the accompanying Condensed Consolidated Balance Sheet. |
|
(3) |
|
Included $1.7 million in Cash and cash equivalents and $1.0 million in Deferred charges and other assets in the accompanying Condensed Consolidated Balance
Sheet. |
|
(4) |
|
Included $1.2 million in Other accrued expenses and current liabilities and $0.1 million in Other long-term liabilities in the accompanying Condensed
Consolidated Balance Sheet. |
|
(5) |
|
Included in Accrued employee compensation and benefits in the accompanying Condensed Consolidated Balance Sheet. |
The following table presents a reconciliation of the beginning and ending balances for the
Companys value added tax receivables measured at fair value on a recurring basis using significant
unobservable inputs (Level 3) during the three months ended March 31, 2008:
|
|
|
|
|
Description |
|
Amount |
|
|
Beginning Balance, January 1, 2008 |
|
$ |
8,247 |
|
Included in earnings1 |
|
|
(169 |
) |
Purchases, issuances and settlements |
|
|
602 |
|
|
|
|
|
|
|
|
|
|
Ending Balance, March 31, 2008 |
|
$ |
8,680 |
|
|
|
|
|
|
|
|
|
|
Unrealized Gains (Losses) Included in Earnings Above |
|
$ |
|
|
|
|
|
1 |
|
Represents the bad debt expense included in General and
administrative costs in the accompanying Condensed Consolidated Statement of
Operations. |
13
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2008 and 2007
(Unaudited)
Note 2 Fair Value (continued)
At March 31, 2008, the Company also had assets that under certain conditions would be subject to
measurement at fair value on a non-recurring basis, like those associated with acquired businesses,
including goodwill and other intangible assets, and other long-lived assets. For these assets,
measurement at fair value in periods subsequent to their initial recognition would be applicable if
one or more of these assets was determined to be impaired; however, no impairment losses have
occurred relative to any of these assets during the three months ended March 31, 2008. When and if
recognition of these assets at their fair value is necessary, such measurements would be determined
utilizing Level 3 inputs.
Note 3 Goodwill and Intangible Assets
The following table presents the Companys purchased intangible assets (in thousands) as of March
31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
|
Amortization |
|
|
Intangibles |
|
|
Amortization |
|
|
Intangibles |
|
|
Period (years) |
Customer relationships |
|
$ |
7,493 |
|
|
$ |
2,001 |
|
|
$ |
5,492 |
|
|
8 |
Trade Name |
|
|
973 |
|
|
|
340 |
|
|
|
633 |
|
|
5 |
Non-compete agreements |
|
|
707 |
|
|
|
683 |
|
|
|
24 |
|
|
2 |
Other |
|
|
267 |
|
|
|
200 |
|
|
|
67 |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,440 |
|
|
$ |
3,224 |
|
|
$ |
6,216 |
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
The following table presents the Companys purchased intangible assets (in thousands) as of
December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
|
Amortization |
|
|
Intangibles |
|
|
Amortization |
|
|
Intangibles |
|
|
Period (years) |
Customer relationships |
|
$ |
7,589 |
|
|
$ |
1,762 |
|
|
$ |
5,827 |
|
|
8 |
Trade Name |
|
|
979 |
|
|
|
293 |
|
|
|
686 |
|
|
5 |
Non-compete agreements |
|
|
724 |
|
|
|
675 |
|
|
|
49 |
|
|
2 |
Other |
|
|
270 |
|
|
|
186 |
|
|
|
84 |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,562 |
|
|
$ |
2,916 |
|
|
$ |
6,646 |
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
Amortization expense, related to the purchased intangible assets resulting from acquisitions (other
than goodwill), of $0.4 million and $0.4 million for the three months ended March 31, 2008 and
2007, respectively, is included in General and administrative costs in the accompanying Condensed
Consolidated Statements of Operations.
The Companys estimated future amortization expense for the five succeeding years is as follows (in
thousands):
|
|
|
|
|
Periods Ending December 31, |
|
Amount |
2008 (remaining nine months) |
|
$ |
987 |
|
2009 |
|
$ |
1,256 |
|
2010 |
|
$ |
1,230 |
|
2011 |
|
$ |
1,132 |
|
2012 |
|
$ |
589 |
|
14
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2008 and 2007
(Unaudited)
Note 3 Goodwill and Intangible Assets (continued)
Changes in goodwill, within the Americas segment, consist of the following (in thousands):
|
|
|
|
|
|
|
Amount |
|
Balance at December 31, 2006 |
|
$ |
20,422 |
|
Contingent payment for Apex acquisition |
|
|
2,068 |
|
Foreign currency translation |
|
|
(22 |
) |
|
|
|
|
Balance at December 31, 2007 |
|
|
22,468 |
|
Foreign currency translation |
|
|
(182 |
) |
|
|
|
|
Balance at March 31, 2008 |
|
$ |
22,286 |
|
|
|
|
|
Note 4 Forward Contracts
The Company had derivative assets and liabilities relating to outstanding forward contracts,
designated as cash flow hedges, maturing within 15 months, consisting of Philippine peso contracts
with a notional value of $112.1 million as of March 31, 2008. These derivative instruments are
classified as Other current assets of $4.6 million and $8.4 million; Other accrued expenses and
current liabilities of $1.2 million and $0.1 million; and Other longterm liabilities of $0.1
million and $0.0 million as of March 31, 2008 and December 31, 2007, respectively, in the
accompanying Condensed Consolidated Balance Sheets.
The Company recorded deferred tax liabilities of $1.2 million and $2.7 million related to these
derivative instruments as of March 31, 2008 and December 31, 2007, respectively. A total of $2.2
million and $5.0 million of deferred gains, net of tax, on these derivative instruments as of March
31, 2008 and December 31, 2007, respectively, were recorded in Accumulated other comprehensive
income (loss) in the accompanying Condensed Consolidated Balance Sheets. The deferred gain
expected to be reclassified to Revenues from Accumulated other comprehensive income (loss) during
the next twelve months is $3.4 million. However this amount and other future reclassifications from
Accumulated other comprehensive income (loss) will fluctuate with movements in the underlying
market price of the forward contracts.
During the three months ended March 31, 2008, the Company recognized losses related to hedge
ineffectiveness of $0.2 million (not material in the comparable 2007 period), which were
reclassified from Accumulated other comprehensive income (loss) to Revenues. In addition,
during the three months ended March 31, 2007, the Company recognized in Revenues a loss of $0.1
million related to changes in the fair value of the forward contracts attributable to the
difference in the spot and forward exchange rates, which was excluded from the assessment of hedge
effectiveness.
Net gains of $2.8 million from settled hedge contracts were reclassified from Accumulated other
comprehensive income (loss) to Revenues during the three months ended March 31, 2008 (none in
the comparable 2007 period) in the accompanying Condensed Consolidated Statements of Operations.
During the three months ended March 31, 2008, the Company settled forward contracts to purchase CAD
0.9 million at fixed prices of $0.9 million. Since these contracts were not designated as
accounting hedges, they were accounted for on a mark-to-market basis, with realized and unrealized
gains or losses recognized in the current period. As a result, the Company recognized losses of
$0.1 million related to these contracts, which are included in Revenues in the accompanying
Condensed Consolidated Statement of Operations for the three months ended March 31, 2008.
Additionally, during the three months ended March 31, 2007, the Company recognized an immaterial
loss in Revenues related to changes in the fair value of derivative instruments not designated as
accounting hedges.
In April 2008, the Company entered into additional forward contracts to acquire a total of PHP 2.4
billion through December 2009 at fixed prices of $56.6 million.
15
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2008 and 2007
(Unaudited)
Note 5 Investments Held in Rabbi Trust
The Companys Investments Held in Rabbi Trust, classified as trading securities and included in
Other current assets in the accompanying Condensed Consolidated Balance Sheets, at fair value,
consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2008 |
|
December 31, 2007 |
|
|
Cost |
|
Fair Value |
|
Cost |
|
Fair Value |
Mutual funds |
|
$ |
1,481 |
|
|
$ |
1,581 |
|
|
$ |
1,196 |
|
|
$ |
1,405 |
|
Investments Held in Rabbi Trust were comprised of mutual funds, 83% of which are equity-based
and 17% were debt-based at March 31, 2008. Investment income, included in Other income (expense)
in the accompanying Condensed Consolidated Statements of Operations for the three months ended March 31, 2008 and 2007
consists of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
|
Gross realized losses from sale of trading securities |
|
$ |
(2 |
) |
|
$ |
|
|
Dividend and interest income |
|
|
6 |
|
|
|
5 |
|
Net unrealized holding gains (losses) |
|
|
(114 |
) |
|
|
19 |
|
|
|
|
|
|
|
|
Net investment income (losses) |
|
$ |
(110 |
) |
|
$ |
24 |
|
|
|
|
|
|
|
|
Note 6 Deferred Revenue
The components of deferred revenue consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, 2008 |
|
|
December 31, 2007 |
|
Future service |
|
$ |
27,137 |
|
|
$ |
28,571 |
|
Estimated penalties and holdbacks |
|
|
3,547 |
|
|
|
3,251 |
|
|
|
|
|
|
|
|
|
|
$ |
30,684 |
|
|
$ |
31,822 |
|
|
|
|
|
|
|
|
Note 7 Accumulated Other Comprehensive Income (Loss)
The Company presents data in the Condensed 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.
16
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2008 and 2007
(Unaudited)
Note 7 Accumulated Other Comprehensive Income (Loss) (continued)
The components of accumulated other comprehensive income (loss) consist of the following (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign |
|
Unrealized |
|
Unrealized Gain |
|
|
|
|
Currency |
|
Actuarial Gain |
|
(Loss) on Cash |
|
|
|
|
Translation |
|
(Loss) Related to |
|
Flow Hedging |
|
|
|
|
Adjustment |
|
Pension Liability |
|
Instruments |
|
Total |
|
|
|
Balance at January 1, 2007 |
|
$ |
6,913 |
|
|
$ |
(1,044 |
) |
|
$ |
|
|
|
$ |
5,869 |
|
Pre tax amount |
|
|
23,195 |
|
|
|
4,166 |
|
|
|
13,821 |
|
|
|
41,182 |
|
Tax provision |
|
|
|
|
|
|
(803 |
) |
|
|
(2,693 |
) |
|
|
(3,496 |
) |
Reclassification to net income |
|
|
(13 |
) |
|
|
43 |
|
|
|
(6,128 |
) |
|
|
(6,098 |
) |
Foreign currency translation |
|
|
197 |
|
|
|
(197 |
) |
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2007 |
|
|
30,292 |
|
|
|
2,165 |
|
|
|
5,000 |
|
|
|
37,457 |
|
Pre tax amount |
|
|
3,132 |
|
|
|
|
|
|
|
(1,767 |
) |
|
|
1,365 |
|
Tax benefit |
|
|
|
|
|
|
|
|
|
|
1,541 |
|
|
|
1,541 |
|
Reclassification to net income |
|
|
(11 |
) |
|
|
(17 |
) |
|
|
(2,575 |
) |
|
|
(2,603 |
) |
Foreign currency translation |
|
|
17 |
|
|
|
(17 |
) |
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2008 |
|
$ |
33,430 |
|
|
$ |
2,131 |
|
|
$ |
2,199 |
|
|
$ |
37,760 |
|
|
|
|
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 8 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 substantially completed the Plan by the
end of the third quarter of 2007. Total charges related to the Plan were $1.4 million. These
charges include approximately $1.2 million for severance and related costs and $0.2 million for
other exit costs. Cash payments totaled $1.2 million. The Company ceased using certain property and
equipment estimated at $0.2 million, and depreciated these assets over a shortened useful life,
which approximated eight months. The Company reversed previously accrued termination costs of less
than $0.1 million in Direct salaries and related costs in the accompanying Condensed Consolidated
Statement of Operations for the three months ended March 31, 2007 due to a change in estimate. Cash
payments related to termination costs made totaled $0.2 million for the three months ended March
31, 2007.
Note 9 Borrowings
The Companys $50.0 million revolving credit facility with a group of lenders (the Credit
Facility), which amount is subject to certain borrowing limitations, was executed on March 15,
2004 and amended on May 4, 2007. Pursuant to the amended 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 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, not to exceed
a total of $50 million availability under the Credit Facility.
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 1.25%. 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
17
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2008 and 2007
(Unaudited)
Note 9 Borrowings (continued)
1.25%. In addition, a commitment fee of up to 0.25% 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, 2010, 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 during the three
months ended March 31, 2008, and no outstanding balances as of March 31, 2008 and December 31,
2007, with $50.0 million availability on the Credit Facility.
Note 10 Income Taxes
The Companys effective tax rate was 15.4% and 18.4% for the three months ended March 31, 2008 and
2007, respectively. The decrease in the effective tax rate of 3.0% was primarily due to recognition
of income tax benefits of $1.3 million, including interest and penalties of $0.8 million, relating
to transfer pricing as a result of a favorable tax audit determination in March, 2008. The
differences in the Companys effective tax rate of 15.4% as compared to the U.S. statutory federal
income tax rate of 35.0% was primarily due to tax benefits resulting from additional income earned
in certain tax holiday jurisdictions; recognition of income tax benefits relating to transfer
pricing mentioned above; accompanied by the effects of valuation allowances, permanent
differences, losses in jurisdictions for which tax benefits can be recognized, foreign withholding
and other taxes, accrued interest and penalties and foreign income tax rate differentials.
As of March 31, 2008, the Company had $4.9 million of unrecognized tax benefits, a net decrease of
$0.5 million from $5.4 million as of December 31, 2007. This decrease relates primarily to the
recognition of tax benefits relating to transfer pricing mentioned above. This net decrease of $0.5
million had a favorable impact on the effective tax rate for the quarter ended March 31, 2008.
If the Company recognized its remaining unrecognized tax benefits at March 31, 2008, approximately
$4.6 million and related interest and penalties would favorably impact the effective tax rate. The
Company believes it is reasonably possible that its unrecognized tax benefits will decrease or be
recognized in the next twelve months by up to $1.6 million due to transfer pricing and the
classification of tax attributes related to intercompany accounts that will be resolved under audit
or appeal in various tax jurisdictions.
The Company recognizes interest and penalties related to unrecognized tax benefits in the provision
for income taxes. The Company had $2.2 million and $3.0 million accrued for interest and penalties
as of March 31, 2008 and December 31, 2007, respectively. Of the accrued interest and penalties at
March 31, 2008 and December 31, 2007, $1.6 million and $2.2 million, respectively, relate to
statutory penalties. The amount of interest and penalties recognized in the accompanying Condensed
Consolidated Statements of Operations for the three months ended March 31, 2008 and 2007 was $0.1
million and $0.2 million, respectively.
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. Determination of any unrecognized deferred tax liability for temporary differences related to investments in
subsidiaries that are essentially permanent in nature is not practicable.
The Company is currently under examination by the U.S. Internal Revenue Service for certain tax
years. An examination of the Companys U.S. tax returns through July 31, 2002 was concluded with a
no change result. The tax years ended July 31, 2003, December 31, 2003 and December 31, 2004 are
in their final stages and the Company is not aware of any proposed changes for any year. Certain
German subsidiaries of the Company are under appeal from prior examination results by the German
tax authorities for periods covering 1996 through 2000. For tax years 2001 through 2004, audit
results have been agreed upon with its German partnership entities in December 2007. This result
was the first step in a two-step process that involves two German entities. The preliminary
findings for the second step were received in March, 2008. No material adjustments are anticipated
at the final resolution of this two step audit process. Additionally, certain Canadian subsidiaries
are under examination by Canadian tax authorities for the tax years covering 2002 through 2003 and
a Philippine subsidiary is being audited by the
18
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2008 and 2007
(Unaudited)
Note 10 Income Taxes (continued)
Philippine tax authorities for tax years 2004 through 2006. The Companys Scotland subsidiaries are
under audit for the tax year 2005. The Indian tax authorities previously issued an assessment for
the tax year ended March 31, 2004, which was reduced as a result of a favorable tax audit
determination in March, 2008. This revised assessment is currently on appeal with the Indian tax
authorities. In addition, the Company is currently under examination in India for tax year ended
March 31, 2005.
Note 11 Earnings Per Share
Basic earnings per share are based on the weighted average number of common shares outstanding
during the periods. Diluted earnings per share includes the weighted average number of common
shares outstanding during the respective periods and the further dilutive effect, if any, from
stock options, stock appreciation rights, restricted stock, common stock units and shares held in a
rabbi trust using the treasury stock method. For the three month periods ended March 31, 2008 and
2007, the impact of outstanding options to purchase shares of common stock and stock appreciation
rights of 0.2 million and 0.1 million, respectively, were antidilutive and were excluded from the
calculation of diluted earnings per share.
The numbers of shares used in the earnings per share computations are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
|
Basic: |
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
40,491 |
|
|
|
40,299 |
|
Diluted: |
|
|
|
|
|
|
|
|
Dilutive effect of stock options, stock
appreciation
rights, restricted stock, common stock units
and shares held in a rabbi trust |
|
|
322 |
|
|
|
251 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total weighted average diluted shares outstanding |
|
|
40,813 |
|
|
|
40,550 |
|
|
|
|
|
|
|
|
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,
including but not limited to, the stock price and general market conditions. During the three
months ended March 31, 2008 and 2007, the Company made no purchases under the 2002 repurchase
program.
During the three months ended March 31, 2008, the Company cancelled 4.5 million shares of its
Treasury stock and recorded reductions of $0.1 million to Common stock, $33.0 million to
Additional paid-in capital, $51.2 million to Treasury stock and $18.1 million to Retained
earnings.
Note 12 Segments and Geographic Information
The Company operates within two regions, the Americas and EMEA which represented 67.4% and
32.6%, respectively, of the Companys consolidated revenues for the three months ended March 31,
2008 and 67.8% and 32.2%, respectively, of the Companys consolidated revenues for the comparable
2007 period. 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.
19
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2008 and 2007
(Unaudited)
Note 12 Segments and Geographic Information (continued)
The reportable segments consist of (1) the Americas, which includes the United States, Canada,
Latin America, India and the Asia Pacific Rim, and provides outsourced customer contact management
solutions (with an emphasis on technical support and customer service) and technical staffing and
(2) EMEA, which includes Europe, the Middle East and Africa, and provides outsourced customer
contact management solutions (with an emphasis on technical support and customer service) and
fulfillment services. The sites within Latin America, India and the Asia Pacific Rim are included
in the Americas 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 three months ended March 31, 2008
compared to the corresponding prior year period, is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
Americas |
|
|
EMEA |
|
|
Other (1) |
|
|
Total |
|
|
|
|
Three Months Ended March 31, 2008: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
137,357 |
|
|
$ |
66,364 |
|
|
|
|
|
|
$ |
203,721 |
|
Depreciation and amortization |
|
$ |
5,786 |
|
|
$ |
1,233 |
|
|
|
|
|
|
$ |
7,019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
$ |
21,862 |
|
|
$ |
4,620 |
|
|
$ |
(10,165 |
) |
|
$ |
16,317 |
|
Other income, net |
|
|
|
|
|
|
|
|
|
|
2,251 |
|
|
|
2,251 |
|
Provision for income taxes |
|
|
|
|
|
|
|
|
|
|
(2,858 |
) |
|
|
(2,858 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
15,710 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
Americas |
|
|
EMEA |
|
|
Other (1) |
|
|
Total |
|
|
|
|
Three Months Ended March 31, 2007: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
113,963 |
|
|
$ |
54,038 |
|
|
|
|
|
|
$ |
168,001 |
|
Depreciation and amortization |
|
$ |
4,912 |
|
|
$ |
1,068 |
|
|
|
|
|
|
$ |
5,980 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
$ |
20,053 |
|
|
$ |
2,900 |
|
|
$ |
(9,378 |
) |
|
$ |
13,575 |
|
Other income, net |
|
|
|
|
|
|
|
|
|
|
877 |
|
|
|
877 |
|
Provision for income taxes |
|
|
|
|
|
|
|
|
|
|
(2,653 |
) |
|
|
(2,653 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
11,799 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Other items (including corporate costs, other income and expense, and income
taxes) are shown for purposes of reconciling to the Companys consolidated totals as shown in the
table above for the three months ended March 31, 2008 and 2007. The accounting policies of the
reportable segments are the same as those described in Note 1 to the consolidated financial
statements in the Annual Report on Form 10-K for the year ended December 31, 2007. 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 the three months ended March 31, 2008 and 2007, the Company had no clients that exceeded ten
percent of consolidated revenues.
Note 13 Stock-Based Compensation
A detailed description of each of the Companys stock-based compensation plans is provided below,
including the 2001 Equity Incentive Plan, the 2004 Non-Employee Director Fee Plan and the Deferred
Compensation Plan. Stock-based compensation expense related to these plans, which is included in
General and administrative costs in the accompanying Condensed Consolidated Statements of
Operations, was $1.2 million and $1.0 million for the three months ended March 31, 2008 and 2007,
respectively. There were no related income tax benefits recognized in the accompanying Condensed
Consolidated Statements of Operations for the three months ended March 31, 2008 or for the
comparable 2007 period. In addition, the Company did not realize the benefit of tax deductions in
excess of
20
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2008 and 2007
(Unaudited)
Note 13 Stock-Based Compensation (continued)
recognized tax benefits from the exercise of stock options in the three months ended March 31, 2008
or 2007. There were no capitalized stock-based compensation costs at March 31, 2008 or December 31,
2007.
2001 Equity Incentive Plan The Companys 2001 Equity Incentive Plan (the Plan), which
is shareholder-approved, permits the grant of stock options, stock appreciation rights, restricted
stock and other stock-based awards to certain employees of the Company, and certain non-employees
who provide services to the Company, for up to 7.0 million shares of common stock, in order to
encourage them to remain in the employment of or to diligently provide services to the Company and
to increase their interest in the Companys success.
Stock Options Options are granted at fair market value on the date of the grant and generally
vest over one to four years. All options granted under the Plan expire if not exercised by the
tenth anniversary of their grant date. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes
valuation model that uses various assumptions. The fair value of the stock option awards is
expensed on a straight-line basis over the vesting period of the award. Expected volatility is
based on historical volatility of the Companys stock. The risk-free rate for periods within the
contractual life of the award is based on the yield curve of a zero-coupon U.S. Treasury bond on
the date the award is granted with a maturity equal to the expected term of the award. Exercises
and forfeitures are estimated within the valuation model using employee termination and other
historical data. The expected term of the stock option awards granted is derived from historical
exercise experience under the Plan and represents the period of time that stock option awards
granted are expected to be outstanding. No stock options were granted during the three months ended
March 31, 2008 and 2007.
The following table summarizes stock option activity under the Plan as of March 31, 2008, and
changes during the three months 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, 2008 |
|
|
484 |
|
|
$ |
13.49 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(60 |
) |
|
|
11.27 |
|
|
|
|
|
|
|
|
|
Forfeited or expired |
|
|
(1 |
) |
|
|
4.05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2008 |
|
|
423 |
|
|
$ |
13.83 |
|
|
|
2.7 |
|
|
$ |
2,017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested or expected to vest at March 31, 2008 |
|
|
423 |
|
|
$ |
13.83 |
|
|
|
2.7 |
|
|
$ |
2,017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at March 31, 2008 |
|
|
423 |
|
|
$ |
13.83 |
|
|
|
2.7 |
|
|
$ |
2,017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There is no intrinsic value for options exercised during the three months ended March 31, 2008 and
2007 since the exercise price of the options is the same as the market price of the underlying
stock on the date of grant. All options were fully vested as of March 31, 2008 and there is no
unrecognized compensation cost related to these options granted under the Plan (the effect of
estimated forfeitures is not material).
Cash received from stock options exercised under this Plan for the three months ended March 31,
2008 and 2007, was $0.7 million and $0.2 million, respectively. There were no actual tax benefits
realized for the tax deductions from these stock option exercises for the three month periods ended
March 31, 2008 and 2007.
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
21
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2008 and 2007
(Unaudited)
Note 13 Stock-Based Compensation (continued)
Stock Appreciation Rights (continued)
certain number of shares of common stock, as determined by the Committee, equal to the amount by
which the fair market value of a share of common stock at the time of exercise exceeds the grant
price.
The SARs are granted at fair market value of the Companys common stock on the date of the grant
and vest one-third on each of the first three anniversaries of the date of grant, provided the
participant is employed by the Company on such date. The SARs have a term of 10 years from the date
of grant. In the event of a change in control, the SARs will vest on the date of the change in
control, provided that the participant is employed by the Company on the date of the change in
control.
The SARs are exercisable within three months after the death, disability, retirement or termination
of the participants employment with the Company, if and to the extent the SARs were exercisable
immediately prior to such termination. If the participants employment is terminated for cause, or the participant
terminates his or her own employment with the Company, any portion of the SARs not yet exercised
(whether or not vested) terminates immediately on the date of termination of employment.
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 three months ended March 31, 2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
Expected volatility |
|
|
47 |
% |
|
|
53 |
% |
Weighted-average volatility |
|
|
47 |
% |
|
|
53 |
% |
Expected dividends |
|
|
|
|
|
|
|
|
Expected term (in years) |
|
|
3.9 |
|
|
|
3.9 |
|
Risk-free rate |
|
|
3.1 |
% |
|
|
4.5 |
% |
22
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2008 and 2007
(Unaudited)
Note 13 Stock-Based Compensation (continued)
Stock Appreciation Rights (continued)
The following table summarizes SARs activity under the Plan as of March 31, 2008, and changes
during the three months 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, 2008 |
|
|
243 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
133 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited or expired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2008 |
|
|
376 |
|
|
$ |
|
|
|
|
8.9 |
|
|
$ |
371 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested or expected to vest at March 31, 2008 |
|
|
376 |
|
|
$ |
|
|
|
|
8.9 |
|
|
$ |
371 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at March 31, 2008 |
|
|
122 |
|
|
$ |
|
|
|
|
8.0 |
|
|
$ |
245 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted-average grant-date fair value of the SARs granted during the three months ended March
31, 2008 was $7.20. No SARs were exercised during the three months ended March 31, 2008.
The following table summarizes the status of nonvested SARs under the Plan as of March 31, 2008,
and changes during the three months then ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Average |
|
|
Shares |
|
Grant-Date |
Nonvested Stock Appreciation Rights |
|
(In thousands) |
|
Fair Value |
|
Nonvested at January 1, 2008 |
|
|
202 |
|
|
$ |
7.54 |
|
Granted |
|
|
133 |
|
|
$ |
7.20 |
|
Vested |
|
|
(81 |
) |
|
$ |
7.50 |
|
Forfeited |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
Nonvested at March 31, 2008 |
|
|
254 |
|
|
$ |
7.38 |
|
|
|
|
|
|
|
|
|
|
As of March 31, 2008, there was $1.8 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 2.3 years. During the three
months ended March 31, 2008 and 2007, 81 thousand and 41 thousand SARs vested, respectively.
Restricted Shares The Companys Board of Directors, at the recommendation of the Committee,
approves awards of performance and employment-based restricted shares (Restricted Shares) for
eligible participants. In some instances, where the issuance of Restricted Shares has adverse tax
consequences to the recipient, the Board will instead issue restricted stock units (RSUs). The
Restricted Shares are shares of the Companys common stock (or in the case of RSUs, represent an
equivalent number of shares of the Companys common stock) which are issued to the participant
subject to (a) restrictions on transfer for a period of time and (b) forfeiture under certain
conditions. The performance goals, including revenue growth and income from operations targets,
provide a range of vesting possibilities from 0% to 100% and will be measured at the end of the
performance period. If the performance conditions are met for the performance period, the shares
will vest and all restrictions on the transfer of the Restricted Shares will lapse (or in the case
of RSUs, an equivalent number of shares of the Companys common stock will be issued to the
recipient). The Company recognizes compensation cost, net of
estimated forfeitures, based
23
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2008 and 2007
(Unaudited)
Note 13 Stock-Based Compensation (continued)
Restricted Shares (continued)
on the fair value (which approximates the current market price) of the Restricted Shares (and RSUs)
on the date of grant ratably over the requisite service period based on the probability of
achieving the performance goals.
Changes in the probability of achieving the performance goals from period to period will result in
corresponding changes in compensation expense. The employment-based restricted shares vest
one-third on each of the first three anniversaries of the date of grant, provided the participant
is employed by the Company on such date.
In the event of a change in control (as defined in the Plan) prior to the date the Restricted
Shares vest, all of the Restricted Shares will vest and the restrictions on transfer will lapse
with respect to such vested shares on the date of the change in control, provided that participant
is employed by the Company on the date of the change in control.
If the participants employment with the Company is terminated for any reason, either by the
Company or participant, prior to the date on which the Restricted Shares have vested and the
restrictions have lapsed with respect to such vested shares, any Restricted Shares remaining
subject to the restrictions (together with any dividends paid thereon) will be forfeited, unless
there has been a change in control prior to such date.
The following table summarizes the status of nonvested Restricted Shares/Units under the Plan as of
March 31, 2008, and changes during the three months then ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Average |
|
|
Shares |
|
Grant-Date |
Nonvested Restricted Shares/Units |
|
(In thousands) |
|
Fair Value |
|
Nonvested at January 1, 2008 |
|
|
438 |
|
|
$ |
15.69 |
|
Granted |
|
|
184 |
|
|
$ |
17.87 |
|
Vested |
|
|
(75 |
) |
|
$ |
14.67 |
|
Forfeited |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
Nonvested at March 31, 2008 |
|
|
547 |
|
|
$ |
16.56 |
|
|
|
|
|
|
|
|
|
|
As of March 31, 2008, based on the probability of achieving the performance goals, there was $6.5
million of total unrecognized compensation cost, net of estimated forfeitures, related to nonvested
Restricted Shares/Units granted under the Plan. This cost is expected to be recognized over a
weighted-average period of 2.2 years. During the three months ended March 31, 2008, 75 thousand
restricted shares vested (none in the comparable 2007 period).
Other Awards The Companys Board of Directors, at the recommendation of the Committee, approves
awards of Common Stock Units (CSUs) for eligible participants. A CSU is a bookkeeping entry on
the Companys books that records the equivalent of one share of common stock. If the performance
goals described under Restricted Shares in this Note 13 are met, performance-based CSUs will vest
on the third anniversary of the grant date. The Company recognizes compensation cost, net of
estimated forfeitures, based on the fair value (which approximates the current market price) of the
CSUs on the date of grant ratably over the requisite service period based on the probability of
achieving the performance goals. Changes in the probability of achieving the performance goals from
period to period will result in corresponding changes in compensation expense. The employment-based
CSUs vest one-third on each of the first three anniversaries of the date of grant, provided the
participant is employed by the Company on such date. On the date each CSU vests, the participant
will become entitled to receive a share of the Companys common stock and the CSU will be canceled.
24
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2008 and 2007
(Unaudited)
Note 13 Stock-Based Compensation (continued)
Other Awards (continued)
The following table summarizes CSUs activity under the Plan as of March 31, 2008, and changes
during the three months then ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Average |
|
|
Shares |
|
Grant-Date |
Nonvested Common Stock Units |
|
(In thousands) |
|
Fair Value |
|
Nonvested at January 1, 2008 |
|
|
58 |
|
|
$ |
16.21 |
|
Granted |
|
|
29 |
|
|
$ |
17.87 |
|
Vested |
|
|
(1 |
) |
|
$ |
17.64 |
|
Forfeited |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
Nonvested at March 31, 2008 |
|
|
86 |
|
|
$ |
16.76 |
|
|
|
|
|
|
|
|
|
|
As of March 31, 2008, there was $0.6 million of total unrecognized compensation costs, net of
estimated forfeitures, related to nonvested CSUs granted under the Plan. This cost is expected to
be recognized over a weighted-average period of 0.5 years. During the three months ended March 31,
2008, 958 CSUs vested (none in the comparable 2007 period).
Until a CSU vests, the participant has none of the rights of a shareholder with respect to the CSU
or the common stock underlying the CSU. CSUs are not transferable.
2004 Non-Employee Director Fee Plan The Companys 2004 Non-Employee Director Fee Plan
(the 2004 Fee Plan), which is shareholder-approved, replaced and superseded the 1996 Non-Employee
Director Fee Plan (the 1996 Fee Plan) and was used in lieu of the 2004 Nonemployee Director Stock
Option Plan (the 2004 Stock Option Plan). The 2004 Fee Plan provides that all new non-employee
Directors joining the Board receive an initial grant of CSUs on the date the new Director is
appointed or elected, the number of which will be determined by dividing a dollar amount to be
determined from time to time by the Board (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. 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. 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 no grants of CSUs issued under the 2004 Fee Plan during the three months ended March 31,
2008 and 2007, respectively. During the three months ended March 31, 2008 and 2007, no CSUs
vested.
25
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2008 and 2007
(Unaudited)
Note 13 Stock-Based Compensation (continued)
Non-Employee Director Fee Plan (continued)
The following table summarizes the status of the nonvested CSUs under the 2004 Fee Plan as of March
31, 2008, and changes during the three months then ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Average |
|
|
Shares |
|
Grant-Date |
Nonvested Common Stock Units |
|
(In thousands) |
|
Fair Value |
|
Nonvested at January 1, 2008 |
|
|
31 |
|
|
$ |
17.69 |
|
Granted |
|
|
|
|
|
$ |
|
|
Vested |
|
|
|
|
|
$ |
|
|
Forfeited |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
Nonvested at March 31, 2008 |
|
|
31 |
|
|
$ |
17.69 |
|
|
|
|
|
|
|
|
|
|
Compensation expense for CSUs granted after the adoption of SFAS No. 123R, (SFAS 123R),
"Share-Based Payment on January 1, 2006 and before the 2004 Fee Plan amendment in March 2008 (as
discussed below), is recognized immediately on the date of grant since these grants automatically
vest upon termination of a Directors service, whether by death, retirement, resignation, removal
or failure to be reelected at the end of his or her term. However, compensation expense for CSUs
granted before adoption of SFAS 123R is recognized over the requisite service period, or nominal
vesting period of two to three years, in accordance with APB No. 25, Accounting for Stock Issued to Employees. Compensation expense related to CSUs granted before adoption of SFAS
123R was $0.1 million for the three months ended March 31, 2007. As of March 31, 2008, there was no
unrecognized compensation cost, net of estimated forfeitures, which relates to nonvested CSUs
granted under the 2004 Fee Plan before adoption of SFAS 123R.
In March 2008, the Board adopted amendments to the 2004 Fee Plan which provided that CSUs will vest
and compensation expense will be recognized in equal quarterly installments over the term of the
grant, the requisite service period. Beginning with grants in 2008, unvested and unearned CSUs will
not automatically vest upon termination of a directors service as a director, whether by reason of
death, retirement, resignation, removal or failure to be reelected at the end of his or her term.
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 5, Investments Held in
Rabbi Trust.) As of March 31, 2008 and December 31, 2007, liabilities of $1.6 million and $1.4
million, respectively, of the Deferred Compensation Plan were recorded in Accrued employee
compensation and benefits in the accompanying Condensed Consolidated Balance Sheets.
Additionally, the Companys common stock match associated with the Deferred Compensation Plan, with
a carrying value of approximately $0.6 million and $0.5 million as of March 31, 2008 and December
31, 2007, respectively, is included in Treasury stock in the accompanying Condensed Consolidated
Balance Sheets.
The weighted-average grant-date fair value of common stock awarded during the three months ended
March 31, 2008 and 2007 was $17.59 and $18.29, respectively.
26
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2008 and 2007
(Unaudited)
Note 13 Stock-Based Compensation (continued)
Deferred Compensation Plan (continued)
The following table summarizes the status of the nonvested common stock issued under the Deferred
Compensation Plan as of March 31, 2008, and changes during the three months then ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Average |
|
|
Shares |
|
Grant-Date |
Nonvested Common Stock |
|
(In thousands) |
|
Fair Value |
|
Nonvested at January 1, 2008 |
|
|
5 |
|
|
$ |
12.62 |
|
Granted |
|
|
5 |
|
|
$ |
17.59 |
|
Vested |
|
|
(5 |
) |
|
$ |
15.94 |
|
Forfeited |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
Nonvested at March 31, 2008 |
|
|
5 |
|
|
$ |
13.89 |
|
|
|
|
|
|
|
|
|
|
As of March 31, 2008, there was $0.1 million of total unrecognized compensation cost, net of
estimated forfeitures, related to nonvested common stock granted under the Deferred Compensation
Plan. This cost is expected to be recognized over a weighted-average period of 3.7 years. The total
fair value of the common stock vested during the three months ended March 31, 2008 was $0.1 million
and $0.1 million for the comparable 2007 period.
There were no cash settlements related to the Companys obligation under the Deferred Compensation
Plan for the three month periods ended March 31, 2008 and 2007.
Note 14 Pension Plan and Post-Retirement Benefits
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 March 31, 2008, the Pension Plan is unfunded.
The following table provides information about net periodic benefit cost for the Pension Plan for
the three months ended March 31, 2008 and 2007 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
Service cost |
|
$ |
104 |
|
|
$ |
302 |
|
Interest cost |
|
|
41 |
|
|
|
72 |
|
Recognized actuarial gain |
|
|
(17 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
128 |
|
|
$ |
374 |
|
|
|
|
|
|
|
|
Post-Retirement Benefits
In 1996, the Company entered into a split dollar life insurance arrangement to benefit the former
Chairman and Chief Executive Officer of the Company. Under the terms of the arrangement, the
Company retained a collateral interest in the policy to the extent of the premiums paid by the
Company. Effective January 1, 2008, the Company recorded a $0.5 million liability for a
post-retirement benefit obligation related to this arrangement, which was accounted for as a
reduction to the January 1, 2008 balance of retained earnings in accordance with EITF 06-10. The
post-retirement benefit obligation of $0.5 million as of March 31, 2008 was included in Other
long-term liabilities in accompanying Condensed Consolidated Balance Sheet.
27
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2008 and 2007
(Unaudited)
Note 15 Loss Contingency
The Company has previously disclosed regulatory sanctions assessed against our Spanish subsidiary
relating to the alleged inappropriate acquisition of personal information in connection with two
outbound client contracts. In order to appeal these claims, the Company issued a bank guarantee of
$0.9 million. As of March 31, 2008, the Company included the bank guarantee as restricted cash in
Deferred charges and other assets in the accompanying Condensed Consolidated Balance Sheet. The
Company will continue to vigorously defend these matters. However, due to further progression of
several of these claims within the Spanish court system, and based upon opinion of legal counsel
regarding the likely outcome of several of the matters before the courts, the Company accrued a
provision in the amount of $1.3 million as of March 31, 2008 and December 31, 2007 under SFAS No.
5, Accounting for Contingencies because management now believes that a loss is probable and the
amount of the loss can be reasonably estimated as to three of the subject claims. There are two
other related claims, one of which is currently under appeal, and the other of which is in the
early stages of investigation, but the Company has not accrued any amounts related to either of
those claims because management does not currently believe a loss is probable, and it is not
currently possible to reasonably estimate the amount of any loss related to those two claims.
Note 16 Related Party Transactions
In January 2008, the Company entered into a lease for a customer contact management center located
in Kingstree, South Carolina. The Landlord, Kingstree Office One, LLC, is an entity controlled by
John Sykes, the Companys founder, former Chairman and Chief Executive Officer and a current major
stockholder. The lease payments on the 20-year lease were negotiated at or below market rates, and
the Lease is cancellable at the option of the Company. There are significant penalties for early
cancellation which decrease over time. The Company paid
$50 thousand to the Landlord during the
three months ended March 31, 2008 under the terms of the Lease.
Additionally, during the three month period ended March 31, 2008 (none in the comparable 2007
period) the Company paid $0.1 million for transitional real estate consulting services provided by
David Reule, the Companys former Senior Vice President of Real Estate who retired in December,
2007. Mr. Reuele is currently employed by JHS Equity, LLC, a company owned by John Sykes, the
Companys founder, former Chairman and Chief Executive Officer and a current major stockholder.
Accordingly, the payments for Mr. Reules services were made to JHS Equity, LLC to reimburse it for
the time spent by Mr. Reule on the Companys business.
28
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Sykes Enterprises, Incorporated
400 north Ashley Drive
Tampa, FL 33602
We have reviewed the accompanying condensed consolidated balance sheet of Sykes Enterprises,
Incorporated and subsidiaries (the Company) as of March 31, 2008, and the related condensed
consolidated statements of operations for the three-month periods ended March 31, 2008 and 2007, of
changes in shareholders equity for the three-month periods ended March 31, 2008 and 2007 and for
the nine-month period ended December 31, 2007, and of cash flows for the three-month periods ended
March 31, 2008 and 2007. These interim financial statements are the responsibility of the
Companys management.
We conducted our reviews in accordance with the standards of the Public Company Accounting
Oversight Board (United States). A review of interim financial information consists principally of
applying analytical procedures and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in accordance with
the standards of the Public Company Accounting Oversight Board (United States), the objective of
which is the expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should be made to such
condensed consolidated interim financial statements for them to be in conformity with accounting
principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated balance sheet of the Company as of December 31,
2007, and the related consolidated statements of operations, changes in shareholders equity, and
cash flows for the year then ended (not presented herein); and in our report dated March 13, 2008,
we expressed an unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying condensed consolidated balance sheet as of December
31, 2007 is fairly stated, in all material respects, in relation to the consolidated balance sheet
from which it has been derived.
As discussed in Note 1 to the condensed consolidated financial statements, the Company adopted the
provisions of Financial Accounting Standards Board Interpretation No. 48, Accounting for
Uncertainty in Income Taxes on January 1, 2007.
/s/ Deloitte & Touche LLP
Certified Public Accountants
Tampa, Florida
May 7, 2008
29
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended March 31, 2008
Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
This discussion should be read in conjunction with the condensed consolidated financial statements
and notes included elsewhere in this report and the consolidated financial statements and notes in
the Sykes Enterprises, Incorporated (Sykes, our, we or us) Annual Report on Form 10-K for
the year ended December 31, 2007, as filed with the Securities and Exchange Commission (SEC).
Our discussion and analysis may contain forward-looking statements (within the meaning of the
Private Securities Litigation Reform Act of 1995) that are based on current expectations,
estimates, forecasts, and projections about Sykes, our beliefs, and assumptions made by us. In
addition, we may make other written or oral statements, which constitute forward-looking
statements, from time to time. Words such as believe, estimate, project, expect, intend,
may, anticipate, plan, seek, variations of such words, and similar expressions are intended
to identify such forward-looking statements. Similarly, statements that describe our future plans,
objectives, or goals also are forward-looking statements. These statements are not guarantees of
future performance and are subject to a number of risks and uncertainties, including those
discussed below and elsewhere in this report. Our actual results may differ materially from what is
expressed or forecasted in such forward-looking statements, and undue reliance should not be placed
on such statements. All forward-looking statements are made as of the date hereof, and we undertake
no obligation to update any such forward-looking statements, whether as a result of new
information, future events or otherwise.
Factors that could cause actual results to differ materially from what is expressed or forecasted
in such forward-looking statements include, but are not limited to: (i) the timing of significant
orders for our products and services, (ii) variations in the terms and the elements of services
offered under our standardized contract including those for future bundled service offerings, (iii)
changes in applicable accounting principles or interpretations of such principles, (iv)
difficulties or delays in implementing our bundled service offerings, (v) failure to achieve sales,
marketing and other objectives, (vi) construction delays of new or expansion of existing customer
contact management centers, (vii) delays in our ability to develop new products and services and
market acceptance of new products and services, (viii) rapid technological change, (ix) loss or
addition of significant clients, (x) political and country-specific risks inherent in conducting
business abroad, (xi) currency fluctuations, (xii) fluctuations in business conditions and the
economy, (xiii) our ability to attract and retain key management personnel, (xiv) our ability to
continue the growth of our support service revenues through additional technical and customer
contact management centers, (xv) our ability to further penetrate into vertically integrated
markets, (xvi) our ability to expand our global presence through strategic alliances and selective
acquisitions, (xvii) our ability to continue to establish a competitive advantage through
sophisticated technological capabilities, (xviii) the ultimate outcome of any lawsuits, (xix) our
ability to recognize deferred revenue through delivery of products or satisfactory performance of
services, (xx) our dependence on trend toward outsourcing, (xxi) risk of interruption of technical
and customer contact management center operations due to such factors as fire, earthquakes,
inclement weather and other disasters, power failures, telecommunication failures, unauthorized
intrusions, computer viruses and other emergencies, (xxii) the existence of substantial
competition, (xxiii) the early termination of contracts by clients, (xxiv) the ability to obtain
and maintain grants and other incentives (tax or otherwise) and (xxv) other risk factors which are
identified in our most recent Annual Report on Form 10-K, including factors identified under the
headings Business, Risk Factors and Managements Discussion and Analysis of Financial
Condition and Results of Operations.
30
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended March 31, 2008
Results of Operations
The following table sets forth, for the periods indicated, certain data derived from our Condensed
Consolidated Statements of Operations and certain of such data expressed as a percentage of
revenues (in thousands, except percentage amounts):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
|
Revenues |
|
$ |
203,721 |
|
|
$ |
168,001 |
|
Percentage of revenues |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
Direct salaries and related costs |
|
$ |
130,980 |
|
|
$ |
105,871 |
|
Percentage of revenues |
|
|
64.3 |
% |
|
|
63.0 |
% |
|
|
|
|
|
|
|
|
|
General and administrative expenses |
|
$ |
56,424 |
|
|
$ |
48,555 |
|
Percentage of revenues |
|
|
27.7 |
% |
|
|
28.9 |
% |
|
|
|
|
|
|
|
|
|
Income from operations |
|
$ |
16,317 |
|
|
$ |
13,575 |
|
Percentage of revenues |
|
|
8.0 |
% |
|
|
8.1 |
% |
The following table summarizes our revenues, for the periods indicated, by geographic region (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
March 31, |
|
|
2008 |
|
2007 |
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
137,357 |
|
|
|
67.4 |
% |
|
$ |
113,963 |
|
|
|
67.8 |
% |
EMEA |
|
|
66,364 |
|
|
|
32.6 |
% |
|
|
54,038 |
|
|
|
32.2 |
% |
|
|
|
|
|
Consolidated |
|
$ |
203,721 |
|
|
|
100.0 |
% |
|
$ |
168,001 |
|
|
|
100.0 |
% |
|
|
|
|
|
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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
Direct salaries and related costs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
85,184 |
|
|
|
62.0 |
% |
|
$ |
68,752 |
|
|
|
60.3 |
% |
EMEA |
|
|
45,796 |
|
|
|
69.0 |
% |
|
|
37,119 |
|
|
|
68.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
130,980 |
|
|
|
|
|
|
$ |
105,871 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
30,311 |
|
|
|
22.1 |
% |
|
$ |
25,158 |
|
|
|
22.1 |
% |
EMEA |
|
|
15,948 |
|
|
|
24.0 |
% |
|
|
14,019 |
|
|
|
25.9 |
% |
Corporate |
|
|
10,165 |
|
|
|
|
|
|
|
9,378 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
56,424 |
|
|
|
|
|
|
$ |
48,555 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended March 31, 2008
Three Months Ended March 31, 2008 Compared to Three Months Ended March 31, 2007
Revenues
For the three months ended March 31, 2008, we recognized consolidated revenues of $203.7 million,
an increase of $35.7 million, or 21.2%, from $168.0 million of consolidated revenues for the
comparable 2007 period.
On a geographic segmentation basis, revenues from the Americas region, including the United States,
Canada, Latin America, India and the Asia Pacific Rim, represented 67.4%, or $137.3 million, for
the three months ended March 31, 2008, compared to 67.8%, or $114.0 million, for the comparable
2007 period. Revenues from the EMEA region, including Europe, the Middle East and Africa,
represented 32.6%, or $66.4 million, for the three months ended March 31, 2008, compared to 32.2%,
or $54.0 million, for the comparable 2007 period.
The increase in the Americas revenue of $23.3 million, or 20.4%, for the three months ended March
31, 2008, compared to the same period in 2007, reflects a broad-based growth in client demand,
including new and existing client relationships, primarily within our offshore operations and
Canada. Excluding a $1.4 million performance incentive payment received in the first quarter of
2007 by our Canadian operations related to our telemedicine program, the increase in the Americas
revenue was $24.7 million compared to the same period last year. New client relationships
represented 66.6% of the increase in the Americas revenue over the comparable 2007 period,
excluding the telemedicine performance incentive mentioned above. Revenues from our offshore
operations represented 60.5% of Americas revenues on 17,700 seats for the three months ended March
31, 2008, compared to 59.0% on 15,500 seats for the comparable 2007 period. The trend of generating
more of our revenues in our offshore operations is likely to continue in 2008. While operating
margins generated offshore are generally comparable to 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, the trend of higher occupancy costs and costs of
functional currency fluctuations in offshore markets. Americas revenues for the three months ended
March 31, 2008 included a $2.6 million net gain on foreign currency hedges. Excluding this gain,
the Americas revenue increased $20.7 million compared with the same period last year.
The increase in EMEA revenues of $12.4 million, or 22.8%, for the three months ended March 31,
2008, compared to the same period in 2007, reflects a broad-based growth in client demand,
including new and existing client relationships, partially offset by certain program expirations.
New client relationships represented 26.2% of the increase in EMEAs revenue over the comparable
2007 period. EMEA revenues for the first quarter of 2008 experienced a $6.2 million increase as a
result of changes in foreign currency exchange rates compared to the same period in 2007. Excluding
this foreign currency impact, EMEA revenues increased $6.2 million compared with the same period
last year.
Direct Salaries and Related Costs
Direct salaries and related costs increased $25.1 million, or 23.7%, to $130.9 million for the
three months ended March 31, 2008, from $105.8 million in the comparable 2007 period.
On a reporting segment basis, direct salaries and related costs from the Americas segment increased
$16.4 million or 23.9% to $85.2 million for the three months ended March 31, 2008 from $68.8
million for the comparable 2007 period. Direct salaries and related costs from the EMEA segment
increased $8.7 million or 23.4% to $45.8 million for the three months ended March 31, 2008 from
$37.1 million in the comparable 2007 period. While changes in foreign currency exchange rates
positively impacted revenues in EMEA, they negatively impacted direct salaries and related costs in
2008 compared to 2007 by approximately $4.4 million.
In the Americas segment, as a percentage of revenues, direct salaries and related costs increased
to 62.0% for the three months ended March 31, 2008 from 60.3% in the comparable 2007 period, or
61.1% as a percentage of revenues, excluding the $1.4 million revenue contribution from Canada
mentioned above. This increase of 0.9%, as a percentage of revenues, was primarily attributable to
higher salary costs of 1.2% and higher auto tow claim costs of 0.3%, partially offset by lower
telephone costs of 0.2%, lower travel costs of 0.2% and lower recruiting costs of 0.2%.
32
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended March 31, 2008
In the EMEA segment, as a percentage of revenues, direct salaries and related costs increased to
69.0%, in 2008 from 68.7%, in 2007. This increase of 0.3% was primarily attributable to higher
compensation costs of 2.6% and higher business development recruiting costs of 0.7%, partially offset by lower material costs of
1.7%, lower telephone costs of 0.5%, lower postage costs of 0.3%, lower billable supply costs of
0.2% and lower other costs of 0.3%.
General and Administrative
General and administrative expenses increased $7.8 million, or 16.2%, to $56.4 million for the
three months ended March 31, 2008, from $48.6 million in the comparable 2007 period.
On a reporting segment basis, general and administrative expenses from the Americas segment
increased $5.1 million or 20.5% to $30.3 million for the three months ended March 31, 2008 from
$25.2 million for the comparable 2007 period. General and administrative expenses from the EMEA
segment increased $1.9 million or 13.8% to $15.9 million for the three months ended March 31, 2008
from $14.0 million in the comparable 2007 period. While changes in foreign currency exchange rates
positively impacted revenues in EMEA, they negatively impacted general and administrative expenses
in the three months ended March 31, 2008 compared to the comparable 2007 period by approximately
$1.3 million. Corporate general and administrative expenses increased $0.8 million or 8.4% to $10.2
million for the three months ended March 31, 2008 from $9.4 million. This increase of $0.8 million
was primarily attributable to higher bad debt expense of $0.8 million, higher compensation costs of
$0.3 million associated with our stock-based compensation plans, higher consulting costs of $0.1
million, higher depreciation expense of $0.1 million and higher other costs of $0.2 million
partially offset by lower legal and professional fees of $0.7 million.
In the Americas segment, as a percentage of revenues, general and administrative expenses remained
at 22.1% for the three months ended March 31, 2008 as compared to the same 2007 period. Excluding
the $1.4 million revenue contribution from Canada mentioned above, general and administrative
expenses were 22.4%, as a percentage of revenues, for the three months ended March 31, 2007. This
decrease of 0.3% was primarily attributable to lower depreciation expense of 0.2%, lower telephone
costs of 0.2% and lower other costs of 0.7%, partially offset by higher compensation costs of 0.8%.
In the EMEA segment, as a percentage of revenues, general and administrative expenses decreased to
24.0% for the three months ended March 31, 2008 from 25.9% in the comparable 2007 period. This
decrease of 1.9% was primarily attributable to lower bad debt expense of 0.9%, lower compensation
costs of 0.5% and lower travel and meeting costs of 0.5%.
Interest Income
Interest income was $1.8 million for the three months ended March 31, 2008, compared to $1.3
million for the comparable 2007 period reflecting higher levels of average interest-bearing
investments in cash and cash equivalents and short-term investments as well as higher average rates
of interest earned.
Interest Expense
Interest expense was $0.1 million for the three months ended March 31, 2008 compared to $0.2
million for the comparable 2007 period reflecting lower average levels of outstanding short-term
debt.
Other Income (Expense)
Other income, net, was $0.5 million for the three months ended March 31, 2008 compared to other
expense, net, of $0.3 million for the comparable 2007 period. The net increase in other income of
$0.8 million was primarily attributable to an increase of $0.7 in realized and unrealized foreign
currency transaction gains, net of losses and a $0.1 million decrease in the loss on forward points
valuation on foreign currency hedges recognized in the three months ended March 31, 2007. Other
income (expense) excludes the cumulative translation effects and unrealized
33
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended March 31, 2008
gains (losses) on
financial derivatives that are included in Accumulated Other Comprehensive Income in shareholders
equity in the accompanying Condensed Consolidated Balance Sheets.
Provision for Income Taxes
The provision for income taxes of $2.9 million for the three months ended March 31, 2008 was based
upon pre-tax book income of $18.6 million, compared to $2.7 million for the three months ended
March 31, 2007 based upon pre-tax book income of $14.5 million. The effective tax rate for the
three months ended March 31, 2008 was 15.4% compared to an effective tax rate of 18.4% for the
comparable 2007 period. This decrease in the effective tax rate of 3.0% was due to recognition of
income tax benefits of $1.3 million, including interest and penalties of $0.8 million, relating to
transfer pricing as a result of a favorable tax audit determination in March 2008, permanent
differences and losses in jurisdictions for which tax benefits can be recognized, accompanied by a
shift in the mix of earnings within tax jurisdictions and the effects of valuation allowances,
foreign withholding and other taxes, accrued interest and penalties and foreign income tax rate
differentials.
Net Income
As a result of the foregoing, we reported income from operations for the three months ended March
31, 2008 of $16.3 million, compared to $13.5 million in the comparable 2007 period. This increase
was principally attributable to a $35.7 million increase in revenues partially offset by a $25.1
million increase in direct salaries and related costs and a $7.8 million increase in general and
administrative expenses. The $2.8 million increase in income from operations, a $0.8 million
increase in other income, net, a $0.5 million increase in interest income, offset by a $0.2 million
higher tax provision resulted in net income of $15.7 million for the three months ended March 31,
2008, an increase of $3.9 million compared to the same period in 2007.
Liquidity and Capital Resources
Our primary sources of liquidity are generally cash flows generated by operating activities and
from available borrowings under our revolving credit facilities. We utilize these capital resources
to make capital expenditures associated primarily with our customer contact management services,
invest in technology applications and tools to further develop our service offerings and for
working capital and other general corporate purposes, including repurchase of our common stock in
the open market and to fund possible acquisitions. In future periods, we intend similar uses of
these funds.
On August 5, 2002, the Board of Directors authorized the Company to purchase up to three million
shares of our outstanding common stock. A total of 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 the three months ended
March 31, 2008, we did not repurchase common shares under the 2002 repurchase program.
During the three months ended March 31, 2008, we generated $1.0 million in cash from operating
activities, $17.5 million from the sale of short-term investments, received $0.7 million in cash
from issuance of stock and $0.4 million from the release of restricted cash. Further, we used $8.1
million for capital expenditures, purchased $1.2 million in short-term investments and restricted
cash and used $0.1 million in other investing activities resulting in an $11.9 million increase in
available cash (including the favorable effects of international currency exchange rates on cash of
$1.7 million).
Net cash flows provided by operating activities for the three months ended March 31, 2008 were $1.0
million, compared to $4.9 million for the comparable 2007 period. The $3.9 million decrease in net
cash flows from operating activities was due to a net decrease $10.0 million in cash flows from
assets and liabilities partially offset by a $3.9 million increase in net income and a $2.2 million
increase in non-cash reconciling items such as deferred income taxes, stock-based compensation,
termination costs associated with exit activities, unrealized gains on financial instruments. The
$10.0 million net change in cash flows from assets and liabilities was principally a result
34
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended March 31, 2008
of a
$11.4 million increase in receivables, a $1.9 million decrease in income taxes payable and a $1.0
million decrease in other liabilities partially offset by a $1.3 million decrease in other assets
and a $3.0 million increase in deferred revenue.
Capital expenditures, which are generally funded by cash generated from operating activities,
available cash balances and borrowings available under our credit facilities, were $8.1 million for
the three months ended March 31, 2008, compared to $6.3 million for the comparable 2007 period, an
increase of $1.8 million. During the three months ended March 31, 2008, approximately 40% of the
capital expenditures were the result of investing in new and existing customer contact management
centers, primarily offshore, and 60% was expended primarily for maintenance and systems
infrastructure. In 2008, we anticipate capital expenditures in the range of $30.0 million to $35.0
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 which was executed on March 15,
2004 and amended on May 4, 2007, 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 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, not to exceed a total of $50 million availability under the Credit
Facility.
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 1.25%. 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 1.25%. In addition, a commitment fee of up to 0.25% 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, 2010, 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 the first three
months of 2008 and no outstanding balances as of March 31, 2008 and December 31, 2007, with $50.0
million availability on the Credit Facility. At March 31, 2008, we were in compliance with all loan
requirements of the Credit Facility.
Effective January 1, 2008, we adopted Financial Accounting Standards Board (FASB) Statement of
Financial Accounting Standards (SFAS) No. 157 (SFAS 157), Fair Value Measurements. Adoption of SFAS
157 did not have a material effect on our financial condition, results of operations or cash flows.
At March 31, 2008, the aggregate amount of assets requiring fair value measurement (no liabilities)
included in Level 3 represented approximately 1% of the aggregate amount of consolidated assets and
liabilities. Of the aggregate amount of total assets and liabilities requiring fair value
measurement, approximately 10% are included in Level 3. The amount we report in Level 3 in future
periods will be directly affected by market conditions. There were no material changes made to the
valuation techniques and methodologies used to measure fair value during the three months ended
March 31, 2008. See Note 1 of the accompanying Condensed Consolidated Financial Statements for
further information related to the adoption of SFAS 157 and Item 3 Quantitative and Qualitative
Disclosures about Market Risk for further information regarding foreign currency risk.
At March 31, 2008, we had $189.7 million in cash and cash equivalents, of which approximately 91%
or $171.9 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, funding of potential
acquisitions, anticipated levels of capital expenditures and contractual obligations for the
foreseeable future and any stock repurchases.
35
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended March 31, 2008
Off-Balance Sheet Arrangements and Other
At March 31, 2008, we did not have any material commercial commitments, including guarantees or
standby repurchase obligations, 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 Condensed 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 Condensed Consolidated Balance Sheets with respect to any client
contracts under which we have or may have unlimited liability.
Contractual Obligations
As of March 31, 2008, we had $4.9 million of unrecognized tax benefits, a net decrease of $0.5
million from $5.4 million as of December 31, 2007. The unrecognized tax benefits are classified as
Long-term income tax liabilities in the accompanying Condensed Consolidated Balance Sheet. The
decrease relates primarily to the recognition of tax benefits of $1.3 million, including $0.8
million of interest and penalties, relating to transfer pricing as a result of a favorable tax
audit determination in March, 2008. As of March 31, 2008, the expected cash payments related to the
$4.9 million liability for unrecognized tax benefits is $0.3 million in less than one year, $1.5
million in one to three years, none in three to five years and $3.1 million after five years. We
believe it is reasonably possible that the unrecognized tax benefits will decrease or be recognized
in the next twelve months by up to $1.6 million due to transfer pricing and the classification of
tax attributes related to intercompany accounts that will be resolved under audit or appeal in
various tax jurisdictions. For a presentation of contractual obligations as of December 31, 2007,
refer to Managements Discussion and Analysis of Financial Condition and Results of Operations in
the Companys Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC.
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:
36
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended March 31, 2008
Recognition of Revenue
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 primarily recognize revenues from services as the services are performed, which is based on
either a per minute, per call or per transaction basis, under a fully executed contractual
agreement and record reductions to revenue for contractual penalties and holdbacks for failure to
meet specified minimum service levels and other performance based contingencies. Revenue
recognition is limited to the amount that is not contingent upon delivery of any future product or
service or meeting other specified performance conditions.
Product sales, accounted for within our fulfillment services, are recognized upon shipment to the
customer and satisfaction of all obligations.
Revenue from contracts with multiple-deliverables is allocated to separate units of accounting
based on their relative fair value, if the deliverables in the contract(s) meet the criteria for
such treatment. Certain fulfillment services contracts contain multiple-deliverables. Additionally,
we have a contract that contains multiple-deliverables for customer contact management services and
fulfillment services. Separation 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 our 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. We recognize revenue for delivered elements only when the fair
values of undelivered elements are known, uncertainties regarding client acceptance are resolved,
and there are no client-negotiated refund or return rights affecting the revenue recognized for
delivered elements. Once we determine the allocation of revenue between deliverable elements, there
are no further changes in the revenue allocation. If the separation criteria are met, revenue from
these services is recognized as the services are performed under a fully executed contractual
agreement. If the separation criteria are not met because there is insufficient evidence to
determine fair value of one of the deliverables, all of the services are accounted for as a single
combined unit of accounting. For these deliverables with insufficient evidence to determine fair
value, revenue is recognized on the proportional performance method using the straight-line basis
over the contract period, or the actual number of operational seats used to serve the client, as
appropriate.
Allowance for Doubtful Accounts
We maintain allowances for doubtful accounts of $3.0 million as of March 31, 2008, or 1.8% of trade
receivables, for estimated losses arising from the inability of our customers to make required
payments. Our estimate is based on factors surrounding the credit risk of certain clients,
historical collection experience and a review of the current status of trade accounts receivable.
It is reasonably possible that our estimate of the allowance for doubtful accounts will change if
the financial condition of our customers were to deteriorate, resulting in a reduced ability to
make payments.
Income Taxes
We reduce deferred tax assets by a valuation allowance if, based on the weight of available
evidence for each respective tax jurisdiction, it is more likely than not that some portion or all
of such deferred tax assets will not be
37
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended March 31, 2008
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, 2007, management determined that a valuation
allowance of $34.0 million was necessary to reduce U.S. deferred tax assets by $10.4 million and
foreign deferred tax assets by $23.6 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 $13.5 million at December
31, 2007 is dependent upon future profitability within each tax jurisdiction. As of March 31, 2008,
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 evaluate tax positions that have been taken or are expected to be taken in our tax returns, and
record a liability for uncertain tax positions in accordance with FASB Interpretation No. 48 (FIN
48), Accounting for Uncertainty in Income Taxes an interpretation of FASB No. 109. The
calculation of our tax liabilities involves dealing with uncertainties in the application of
complex tax regulations. FIN 48 contains a two-step approach to recognizing and measuring uncertain
tax positions accounted for in accordance with SFAS 109. First, tax positions are recognized if the
weight of available evidence indicates that it is more likely than not that the position will be
sustained upon examination, including resolution of related appeals or litigation processes, if
any. Second, the tax position is measured as the largest amount of tax benefit that has a greater
than 50% likelihood of being realized upon settlement. We reevaluate these uncertain tax positions
on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in
facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit
activity. Such a change in recognition or measurement would result in the recognition of a tax
benefit or an additional charge to the tax provision.
Impairment of Long-lived Assets
We review long-lived assets, which had a carrying value of $109.1 million as of March 31, 2008,
including goodwill, intangibles and 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.
Recent Accounting Pronouncements
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 (SFAS 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. We adopted the provisions of FIN 48 on January 1, 2007. As a result of the
implementation of FIN 48, we recognized a $2.7 million liability for unrecognized tax benefits,
including interest and penalties, which was accounted for as a reduction to the January 1, 2007
balance of retained earnings.
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. We adopted
the provisions of SFAS 157 on January 1, 2008. The adoption of this standard did not have a
material impact on our financial condition, results of operations or cash flows. See Note 2 Fair
Value for further information.
In March 2007, the EITF reached a consensus 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 assets,
liabilities and related
38
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended March 31, 2008
compensation costs for collateral assignment split-dollar life insurance
arrangements that provide a benefit to an employee that extends into postretirement periods. We
adopted the provisions of EITF 06-10 on January 1, 2008. As a result of the implementation of EITF
06-10, we recognized a $0.5 million liability for a postretirement benefit obligation related to a
split dollar arrangement on behalf of our founder and former Chairman and Chief Executive Officer
which was accounted for as a reduction to the January 1, 2008 balance of retained earnings. See
Note 14 Pension Plan and Post-Retirement Benefits for further information.
In December 2007, the FASB issued SFAS No. 141 (revised 2007) (SFAS 141R), Business Combinations
and SFAS No. 160 (SFAS 160), Noncontrolling Interests in Consolidated Financial Statements, an
amendment of Accounting Research Bulletin No. 51. SFAS 141R will change how business acquisitions
are accounted for and will impact financial statements both on the acquisition date and in
subsequent periods. SFAS 160 will change the accounting and reporting for minority interests, which
will be recharacterized as noncontrolling interests and classified as a component of shareholders
equity. SFAS 141R and SFAS 160 are effective for fiscal years beginning after December 15, 2008 and
should be applied prospectively for all business combinations entered into after the date of
adoption. However, the presentation and disclosure requirements of SFAS 160 will be applied
retrospectively for all periods presented. We are currently evaluating the impact of adopting the
presentation and disclosure provisions of SFAS 160 on our financial condition, results of
operations and cash flows.
In March 2008, the FASB issued SFAS No. 161 (SFAS 161), Disclosures About Derivative Instruments
and Hedging Activities, which amends SFAS 133, Accounting for Derivative Instruments and Hedging
Activities, by requiring increased qualitative, quantitative, and credit-risk disclosures about an
entitys derivative instruments and hedging activities. SFAS 161 is effective for fiscal years and
interim periods beginning after November 15, 2008. We are currently evaluating the impact of this
standard on our financial condition, results of operations and cash flows.
Item 3 Quantitative and Qualitative Disclosures About Market Risk
Foreign Currency Risk
Our earnings and cash flows are subject to fluctuations due to changes in 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.
We serve a number of U.S.-based clients using customer contact management center capacity in the
Philippines which is within our Americas segment. Although the contracts with these clients are
typically priced in U.S. dollars, a substantial portion of the costs incurred to render services
under these contracts are denominated in Philippine pesos (PHP), which represent a foreign exchange
exposure.
In order to hedge approximately 37% of our exposure related to the anticipated cash flow
requirements denominated in PHP, we had outstanding forward contracts as of March 31, 2008 with
counterparties to acquire a total of PHP 4.9 billion through June 2009 at fixed prices of $112.1
million U.S. dollars. The fair value of these derivative instruments as of March 31, 2008 is
presented in Note 4 of the accompanying Condensed Consolidated Financial Statements. If the U.S.
dollar/PHP exchange rate were to adversely change by 10% from current period-end levels, we would
incur a $11.3 million loss on the underlying exposures of the derivative instruments. However, this
loss would be partially offset by a corresponding gain of $11.2 million in our underlying
exposures.
In April 2008, the Company entered into additional forward contracts to acquire a total of PHP 2.4
billion through December 2009 at fixed prices of $56.6 million.
39
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended March 31, 2008
We evaluate the credit quality of potential counterparties to derivative transactions and only
enter into contracts with those considered to have minimal credit risk. We periodically monitor
changes to counterparty credit quality as well as our concentration of credit exposure to
individual counterparties. We do not use derivative instruments for trading or speculative
purposes.
Interest Rate Risk
Our exposure to interest rate risk results from variable debt outstanding under our $50.0 million
revolving credit facility. During the quarter ended March 31, 2008, we had no debt outstanding
under this credit facility; therefore, a one-point increase in the weighted average interest rate,
which generally equals the LIBOR rate plus an applicable margin, would not have had had a material
impact on our financial position or results of operations.
We have not historically used derivative instruments to manage exposure to changes in interest
rates.
Fluctuations in Quarterly Results
For the year ended December 31, 2007, quarterly revenues as a percentage of total consolidated
annual revenues were approximately 24%, 24%, 25% and 27%, respectively, for each of the respective
quarters of the year. We have experienced and anticipate that in the future we will continue to
experience variations in quarterly revenues. The variations are due to the timing of new contracts
and renewal of existing contracts, the timing and frequency of client spending for customer contact
management services, non-U.S. currency fluctuations, and the seasonal pattern of customer contact
management support and fulfillment services.
Item 4 Controls and Procedures
As of March 31, 2008, 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 March
31, 2008, our disclosure controls and procedures were effective at the reasonable assurance level.
There were no significant changes in our internal controls over financial reporting during the
quarter ended March 31, 2008 that have materially affected, or are reasonably likely to materially
affect, our internal controls over financial reporting.
40
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended March 31, 2008
Part II OTHER INFORMATION
Item 1 Legal Proceedings
We have previously disclosed regulatory sanctions assessed against our Spanish subsidiary relating
to the alleged inappropriate acquisition of personal information in connection with two outbound
client contracts. In order to appeal these claims, we issued a bank guarantee of $0.9 million. As
of March 31, 2008, we included the bank guarantee as restricted cash in Deferred charges and other
assets in the accompanying Condensed Consolidated Balance Sheet. We will continue to vigorously
defend these matters. However, due to further progression of several of these claims within the
Spanish court system, and based upon opinion of legal counsel regarding the likely outcome of
several of the matters before the courts, we accrued a provision in the amount of $1.3 million as
of March 31, 2008 and December 31, 2007 under SFAS No. 5, Accounting for Contingencies because we
now believe that a loss is probable and the amount of the loss can be reasonably estimated as to
three of the subject claims. There are two other related claims, one of which is currently under
appeal, and the other of which is in the early stages of investigation, but we have not accrued any
amounts related to either of those claims because we do not currently believe a loss is probable,
and it is not currently possible to reasonably estimate the amount of any loss related to those two
claims.
From time to time, we are involved in legal actions arising in the ordinary course of business.
With respect to these matters, we believe that we have adequate legal defenses and/or provided
adequate accruals for related costs such that the ultimate outcome will not have a material adverse
effect on our future financial position or results of operations.
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
Below is a summary of stock repurchases for the quarter ended March 31, 2008 (in thousands, except
average price per share). See Note 11, Earnings Per Share, to the Condensed Consolidated Financial
Statements for information regarding our stock repurchase program.
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|
|
Maximum |
|
|
|
|
|
|
|
|
|
|
Total Number of |
|
Number Of |
|
|
|
|
|
|
|
|
|
|
Shares Purchased |
|
Shares That May |
|
|
|
|
|
|
Average |
|
as Part of |
|
Yet Be |
|
|
Total Number |
|
Price |
|
Publicly |
|
Purchased |
|
|
of Shares |
|
Paid Per |
|
Announced Plans |
|
Under Plans or |
Period |
|
Purchased (1) |
|
Share |
|
or Programs |
|
Programs |
January 1, 2008 January 31, 2008 |
|
|
|
|
|
|
|
|
|
|
1,644 |
|
|
|
1,356 |
|
February 1, 2008 February 29, 2008 |
|
|
|
|
|
|
|
|
|
|
1,644 |
|
|
|
1,356 |
|
March 1, 2008 March 31, 2008 |
|
|
|
|
|
|
|
|
|
|
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. |
Item 6 Exhibits
The following documents are filed as an exhibit to this Report:
|
10.1 |
|
First Amended and Restated 2004 Non employee Director Fee Plan dated as of March 27, 2008. |
|
|
15 |
|
Awareness letter. |
|
|
31.1 |
|
Certification of Chief Executive Officer, pursuant to Rule 13a-14(a). |
|
|
31.2 |
|
Certification of Chief Financial Officer, pursuant to Rule 13a-14(a). |
|
|
32.1 |
|
Certification of Chief Executive Officer, pursuant to 18 U.S.C. §1350. |
|
|
32.2 |
|
Certification of Chief Financial Officer, pursuant to 18 U.S.C. §1350. |
41
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended March 31, 2008
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
|
|
|
SYKES ENTERPRISES, INCORPORATED
(Registrant) |
|
|
|
|
|
|
|
|
|
Date: May 7, 2008
|
|
By:
|
|
/s/ W. Michael Kipphut
|
|
|
|
|
W. Michael Kipphut |
|
|
|
|
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) |
|
|
42
EXHIBIT INDEX
|
|
|
Exhibit |
|
|
Number |
|
|
10.1
|
|
First Amended and Restated 2004 Non employee Director Fee Plan dated
as of March 27, 2008. |
|
|
|
15
|
|
Awareness letter. |
|
|
|
31.1
|
|
Certification of Chief Executive Officer, pursuant to Rule 13a-14(a). |
|
|
|
31.2
|
|
Certification of Chief Financial Officer, pursuant to Rule 13a-14(a). |
|
|
|
32.1
|
|
Certification of Chief Executive Officer, pursuant to 18 U.S.C. §1350. |
|
|
|
32.2
|
|
Certification of Chief Financial Officer, pursuant to 18 U.S.C. §1350. |