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 September 30, 2007
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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
(State or other jurisdiction of incorporation or organization)
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56-1383460
(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,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer þ Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
As of October 19, 2007, there were 40,838,107 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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September 30, |
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December 31, |
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(in thousands, except per share data) |
|
2007 |
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2006 |
|
Assets |
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|
|
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Current assets: |
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|
|
|
|
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|
Cash and cash equivalents |
|
$ |
167,026 |
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$ |
158,580 |
|
Receivables, net |
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|
136,059 |
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|
115,016 |
|
Prepaid expenses and other current assets |
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24,120 |
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|
14,666 |
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Short-term investments |
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17,535 |
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|
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Assets held for sale |
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|
509 |
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|
509 |
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|
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|
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|
|
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Total current assets |
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345,249 |
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|
288,771 |
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Property and equipment, net |
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74,367 |
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|
66,205 |
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Goodwill, net |
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22,463 |
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|
20,422 |
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Intangibles, net |
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7,000 |
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|
8,004 |
|
Deferred charges and other assets |
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|
29,981 |
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|
|
32,171 |
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|
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|
|
|
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$ |
479,060 |
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$ |
415,573 |
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Liabilities and Shareholders Equity |
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Current liabilities: |
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Accounts payable |
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$ |
20,858 |
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$ |
19,270 |
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Accrued employee compensation and benefits |
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43,855 |
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39,549 |
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Deferred grants related to assets held for sale |
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|
332 |
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|
332 |
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Income taxes payable |
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3,817 |
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5,445 |
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Deferred revenue |
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34,168 |
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30,724 |
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Other accrued expenses and current liabilities |
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9,529 |
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9,555 |
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Total current liabilities |
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112,559 |
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|
104,875 |
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Deferred grants |
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10,097 |
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10,811 |
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Long-term income tax liabilities |
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|
5,668 |
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Other long-term liabilities |
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9,389 |
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8,414 |
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Total liabilities |
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137,713 |
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124,100 |
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Commitments and contingencies (Note 13) |
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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, $0.01 par value, 200,000 shares authorized;
45,541 and 45,254 shares issued |
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455 |
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453 |
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Additional paid-in capital |
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183,266 |
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179,021 |
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Retained earnings |
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185,736 |
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|
158,058 |
|
Accumulated other comprehensive income |
|
|
23,844 |
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|
5,869 |
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|
|
|
|
|
|
|
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393,301 |
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343,401 |
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Treasury stock at cost: 4,701 shares and 4,703 shares |
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(51,954 |
) |
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|
(51,928 |
) |
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|
|
|
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Total shareholders equity |
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|
341,347 |
|
|
|
291,473 |
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|
|
|
|
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$ |
479,060 |
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$ |
415,573 |
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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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Nine Months Ended |
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September 30, |
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September 30, |
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(in thousands, except for per share data) |
|
2007 |
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2006 |
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2007 |
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|
2006 |
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Revenues |
|
$ |
176,122 |
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|
$ |
149,287 |
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$ |
512,407 |
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$ |
415,595 |
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Operating expenses: |
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Direct salaries and related costs |
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110,774 |
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|
94,016 |
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327,109 |
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|
263,410 |
|
General and administrative |
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50,466 |
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47,281 |
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|
149,403 |
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130,609 |
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Net (gain) on disposal of property and
equipment |
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(3 |
) |
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(13,870 |
) |
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|
(34 |
) |
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|
(13,856 |
) |
Impairment of long-lived assets |
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63 |
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|
445 |
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Total operating expenses |
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161,237 |
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|
127,490 |
|
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|
476,478 |
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380,608 |
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|
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|
|
|
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Income from operations |
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14,885 |
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|
21,797 |
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|
35,929 |
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|
34,987 |
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|
|
|
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|
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|
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|
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|
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|
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|
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|
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Other income (expense): |
|
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|
|
|
|
|
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|
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|
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|
Interest income |
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|
1,614 |
|
|
|
1,399 |
|
|
|
4,408 |
|
|
|
5,175 |
|
Interest (expense) |
|
|
(230 |
) |
|
|
(187 |
) |
|
|
(538 |
) |
|
|
(463 |
) |
Income from rental operations, net |
|
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|
|
|
|
266 |
|
|
|
|
|
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|
1,220 |
|
Other income (expense) |
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|
(233 |
) |
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|
(147 |
) |
|
|
(1,190 |
) |
|
|
(355 |
) |
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|
|
|
|
|
|
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|
Total other income (expense) |
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|
1,151 |
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|
1,331 |
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|
2,680 |
|
|
|
5,577 |
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|
|
|
|
|
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|
|
|
|
|
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|
Income before provision for income taxes |
|
|
16,036 |
|
|
|
23,128 |
|
|
|
38,609 |
|
|
|
40,564 |
|
Provision for income taxes |
|
|
3,780 |
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|
|
6,614 |
|
|
|
8,217 |
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|
6,380 |
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|
|
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|
|
|
|
|
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Net income |
|
$ |
12,256 |
|
|
$ |
16,514 |
|
|
$ |
30,392 |
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$ |
34,184 |
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Net income per share: |
|
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|
|
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|
|
|
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|
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Basic |
|
$ |
0.30 |
|
|
$ |
0.41 |
|
|
$ |
0.75 |
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|
$ |
0.86 |
|
|
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|
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|
Diluted |
|
$ |
0.30 |
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|
$ |
0.41 |
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|
$ |
0.75 |
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|
$ |
0.85 |
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Weighted average shares: |
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
Basic |
|
|
40,432 |
|
|
|
40,181 |
|
|
|
40,360 |
|
|
|
39,744 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
Diluted |
|
|
40,697 |
|
|
|
40,497 |
|
|
|
40,624 |
|
|
|
40,113 |
|
|
|
|
|
|
|
|
|
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|
|
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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
Nine Months Ended September 30, 2006, Three Months Ended December 31,
2006 and
Nine Months Ended September 30, 2007
(Unaudited)
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Common |
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Accumulated |
|
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Stock |
|
Additional |
|
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Other |
|
Deferred |
|
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|
Shares |
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Paid-in |
|
Retained |
|
Comprehensive |
|
Stock |
|
Treasury |
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|
(In thousands) |
|
Issued |
|
Amount |
|
Capital |
|
Earnings |
|
Income (Loss) |
|
Compensation |
|
Stock |
|
Total |
|
Balance at January 1, 2006 |
|
|
44,009 |
|
|
$ |
440 |
|
|
$ |
165,674 |
|
|
$ |
115,735 |
|
|
$ |
(3,435 |
) |
|
$ |
(355 |
) |
|
$ |
(51,969 |
) |
|
$ |
226,090 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
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|
Reclassification of deferred
stock compensation balance
upon adoption of SFAS 123R |
|
|
|
|
|
|
|
|
|
|
(355 |
) |
|
|
|
|
|
|
|
|
|
|
355 |
|
|
|
|
|
|
|
|
|
Issuance of common stock |
|
|
660 |
|
|
|
8 |
|
|
|
4,328 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,336 |
|
Stock-based compensation
expense |
|
|
|
|
|
|
|
|
|
|
1,706 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,706 |
|
Excess tax benefit from
stock-based compensation |
|
|
|
|
|
|
|
|
|
|
56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56 |
|
Issuance of common stock and
restricted stock under
equity award plans |
|
|
315 |
|
|
|
3 |
|
|
|
114 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41 |
|
|
|
158 |
|
Modification of Deferred
Compensation Plan |
|
|
|
|
|
|
|
|
|
|
142 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
142 |
|
Issuance of common stock for
business acquisition |
|
|
270 |
|
|
|
2 |
|
|
|
4,399 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,401 |
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,184 |
|
|
|
6,646 |
|
|
|
|
|
|
|
|
|
|
|
40,830 |
|
|
|
|
Balance at September 30, 2006 |
|
|
45,254 |
|
|
|
453 |
|
|
|
176,064 |
|
|
|
149,919 |
|
|
|
3,211 |
|
|
|
|
|
|
|
(51,928 |
) |
|
|
277,719 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock |
|
|
|
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
Stock-based compensation
expense |
|
|
|
|
|
|
|
|
|
|
754 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
754 |
|
Excess tax benefit from
stock- based compensation |
|
|
|
|
|
|
|
|
|
|
2,299 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,299 |
|
Modification of Deferred
Compensation Plan |
|
|
|
|
|
|
|
|
|
|
(102 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(102 |
) |
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,139 |
|
|
|
3,702 |
|
|
|
|
|
|
|
|
|
|
|
11,841 |
|
Adjustment upon adoption of
SFAS 158, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,044 |
) |
|
|
|
|
|
|
|
|
|
|
(1,044 |
) |
|
|
|
Balance at December 31, 2006 |
|
|
45,254 |
|
|
|
453 |
|
|
|
179,021 |
|
|
|
158,058 |
|
|
|
5,869 |
|
|
|
|
|
|
|
(51,928 |
) |
|
|
291,473 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment upon adoption of
FIN 48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,714 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,714 |
) |
Issuance of common stock |
|
|
67 |
|
|
|
1 |
|
|
|
450 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
451 |
|
Stock-based compensation
expense |
|
|
|
|
|
|
|
|
|
|
3,301 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,301 |
|
Issuance of common stock and
restricted stock under
equity award plans |
|
|
195 |
|
|
|
1 |
|
|
|
26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(26 |
) |
|
|
1 |
|
Issuance of common stock for
business acquisition |
|
|
25 |
|
|
|
|
|
|
|
468 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
468 |
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,392 |
|
|
|
17,975 |
|
|
|
|
|
|
|
|
|
|
|
48,367 |
|
|
|
|
Balance at September 30, 2007 |
|
|
45,541 |
|
|
$ |
455 |
|
|
$ |
183,266 |
|
|
$ |
185,736 |
|
|
$ |
23,844 |
|
|
$ |
|
|
|
$ |
(51,954 |
) |
|
$ |
341,347 |
|
|
|
|
See accompanying notes to condensed consolidated financial statements.
5
Sykes Enterprises, Incorporated and Subsidiaries
Condensed Consolidated Statements of Cash Flows
Nine months ended September 30, 2007 and 2006
(Unaudited)
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2007 |
|
|
2006 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
30,392 |
|
|
$ |
34,184 |
|
Depreciation and amortization |
|
|
18,315 |
|
|
|
18,200 |
|
Stock compensation expense |
|
|
3,301 |
|
|
|
1,706 |
|
Deferred income tax provision (benefit) |
|
|
(761 |
) |
|
|
2,849 |
|
Net (gain) on disposal of property and equipment |
|
|
(34 |
) |
|
|
(13,856 |
) |
(Reversals of) termination costs associated with exit activities |
|
|
(60 |
) |
|
|
774 |
|
Impairment of long-lived assets |
|
|
|
|
|
|
445 |
|
Foreign exchange (gain) on liquidation of foreign entities |
|
|
(10 |
) |
|
|
(72 |
) |
Bad debt expense (reversals) |
|
|
137 |
|
|
|
(135 |
) |
Unrealized (gain) on financial instruments, net |
|
|
(48 |
) |
|
|
(54 |
) |
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
Receivables |
|
|
(12,241 |
) |
|
|
(16,263 |
) |
Prepaid expenses and other current assets |
|
|
(6,933 |
) |
|
|
(3,014 |
) |
Deferred charges and other assets |
|
|
982 |
|
|
|
(2,275 |
) |
Accounts payable |
|
|
508 |
|
|
|
1,890 |
|
Income taxes receivable/payable |
|
|
710 |
|
|
|
1,182 |
|
Accrued employee compensation and benefits |
|
|
2,644 |
|
|
|
1,411 |
|
Other accrued expenses and current liabilities |
|
|
(564 |
) |
|
|
(1,031 |
) |
Deferred revenue |
|
|
(2,001 |
) |
|
|
5,722 |
|
Other long-term liabilities |
|
|
876 |
|
|
|
952 |
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
35,213 |
|
|
|
32,615 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
(22,761 |
) |
|
|
(11,249 |
) |
Proceeds from sale of facilities |
|
|
|
|
|
|
15,375 |
|
Proceeds from sale of property and equipment |
|
|
80 |
|
|
|
121 |
|
Proceeds from release of restricted cash |
|
|
1,600 |
|
|
|
|
|
Purchase of short-term investments |
|
|
(17,535 |
) |
|
|
|
|
Investment in restricted cash |
|
|
(393 |
) |
|
|
(4,776 |
) |
Cash paid for business acquisitions, net of cash acquired |
|
|
(1,600 |
) |
|
|
(17,364 |
) |
Other |
|
|
(130 |
) |
|
|
(129 |
) |
|
|
|
|
|
|
|
Net cash used for investing activities |
|
|
(40,739 |
) |
|
|
(18,022 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Proceeds from issuance of stock |
|
|
451 |
|
|
|
4,336 |
|
Proceeds from short-term debt |
|
|
242 |
|
|
|
|
|
Payments on short-term debt |
|
|
(242 |
) |
|
|
|
|
Payments of long-term debt |
|
|
|
|
|
|
(381 |
) |
Excess tax benefit from stock-based compensation |
|
|
|
|
|
|
56 |
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
451 |
|
|
|
4,011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effects of exchange rates on cash |
|
|
13,521 |
|
|
|
4,458 |
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
|
8,446 |
|
|
|
23,062 |
|
Cash and cash equivalents beginning |
|
|
158,580 |
|
|
|
127,612 |
|
|
|
|
|
|
|
|
Cash and cash equivalents ending |
|
$ |
167,026 |
|
|
$ |
150,674 |
|
|
|
|
|
|
|
|
6
Sykes Enterprises, Incorporated and Subsidiaries
Condensed Consolidated Statements of Cash Flows
Nine months ended September 30, 2007 and 2006
(Unaudited)
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2007 |
|
|
2006 |
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during period for interest |
|
$ |
184 |
|
|
$ |
257 |
|
Cash paid during period for income taxes |
|
$ |
8,909 |
|
|
$ |
7,780 |
|
See accompanying notes to condensed consolidated financial statements.
7
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Nine months ended September 30, 2007 and 2006
(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 and nine
months ended September 30, 2007 are not necessarily indicative of the results that may be expected
for any future quarters or the year ending December 31, 2007. 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, 2006, as filed with the Securities and Exchange
Commission (SEC).
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 11. 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.
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 September 30, 2007, the Company had short-term investments of $17.5
million in commercial paper (none as of December 31, 2006) 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.
Investments Held in Rabbi Trust As more fully described under Deferred Compensation Plan in
Note 11, securities held in a rabbi trust for a supplemental nonqualified executive retirement
program include the fair market value of investments in various mutual funds and shares of the
Companys common stock. The fair market value of
8
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Nine months ended September 30, 2007 and 2006
(Unaudited)
Note 1
Basis of Presentation and Summary of Significant Accounting
Policies (continued)
Investments Held in Rabbi Trust (continued)
these investments is determined by quoted market prices and is adjusted to the current market price
at the end of each reporting period. The investments held in mutual funds, classified as trading
securities, had a fair market value of approximately $1.4 million and $1.0 million at September 30,
2007 and December 31, 2006, respectively, and are included in Prepaid expenses and other current
assets in the accompanying Condensed Consolidated Balance Sheets. Net realized and unrealized
gains and losses on these investments of $0.1 million and less than $0.1 million for the nine
months ended September 30, 2007 and 2006, respectively, are included in Other income and expense
in the accompanying Condensed Consolidated Statements of Operations. For purposes of determining
realized gains and losses, the cost of investments sold is based on specific identification. These
investments were comprised of 84% equity securities and 16% debt securities at September 30, 2007
and 79% equity securities and 21% debt securities at December 31, 2006.
During the nine months ended September 30, 2007 and 2006, the Company recorded $0.1 million and
less than $0.1 million, respectively, in compensation expense associated with these investments,
which is included in General and administrative in the accompanying Condensed Consolidated
Statements of Operations.
The Companys common stock match associated with the Deferred Compensation Plan had a carrying
value of $0.5 million and $0.4 million at September 30, 2007 and December 31, 2006, respectively,
and is included in Treasury stock and Additional paid-in capital in the accompanying Condensed
Consolidated Balance Sheets.
Goodwill The Company accounts for goodwill and other intangible assets utilizing SFAS No. 142
(SFAS 142), Goodwill and Other Intangible Assets. According to SFAS 142, goodwill and other
intangible assets with indefinite lives must be reviewed at least annually, and more frequently in
the presence of certain circumstances, for impairment by applying a fair value based test. Fair
value for goodwill is based on discounted cash flows, market multiples and/or appraised values as
appropriate. Under SFAS 142, the carrying value of assets is calculated at the lowest levels for
which there are identifiable cash flows (the reporting unit). If the fair value of the reporting
unit is less than its carrying value, an impairment loss is recorded to the extent that the fair
value of the goodwill within the reporting unit is less than its carrying value. 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. The Company does not have other intangible assets with indefinite
lives.
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. During the nine months ended September 30, 2006, based on the Companys evaluation
for impairment, the Company recorded a $0.4 million impairment charge for property and equipment in
one of its underutilized European customer contact management centers. This impairment charge
represented the amount by which the carrying value of the assets exceeded the estimated fair value
of those assets
9
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Nine months ended September 30, 2007 and 2006
(Unaudited)
Note 1
Basis of Presentation and Summary of Significant Accounting
Policies (continued)
Property
and Equipment (continued)
which cannot be redeployed to other locations. Except as noted above, the Company determined that
its property and equipment was not impaired as of September 30, 2007.
On September 13, 2006, the Company sold its leased U.S. customer contact management centers located
in Palatka, Florida, Pikeville, Kentucky, Ada, Oklahoma, and Manhattan, Kansas to an unrelated
third party for cash totaling $14.6 million, net of selling costs, resulting in a net gain of $13.9
million. The net book value of the facilities of $6.3 million and other related assets of $0.5
million were offset by the related deferred grants of $6.1 million. The cost of the neighboring
vacant land at these locations of $0.5 million, currently held for sale, is classified as Assets
held for sale in the accompanying Condensed Consolidated Balance Sheets as of September 30, 2007
and December 31, 2006 and the related deferred grants of $0.3 million are shown in current
liabilities.
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.
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. Fair values for the Companys derivative financial instruments are based on quoted
market prices of comparable instruments or, if none are available, on pricing models or formulas
using current market and model assumptions. 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. Changes in the fair value of the
forward contracts attributable to the difference in the spot and forward exchange rates are
excluded from the assessment of hedge effectiveness and recognized within Revenues. Cash flows
from the derivative contracts are classified within Cash flows from operating activities.
Ineffectiveness is measured based on the change in fair value of the forward contracts due to
changes in the spot exchange rate and the present value of expected future cash flows associated
with the Companys forecasted revenues due to the change in the Companys average foreign currency
translation rates. 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
10
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Nine months ended September 30, 2007 and 2006
(Unaudited)
Note 1
Basis of Presentation and Summary of Significant Accounting
Policies (continued)
Foreign Currency and Derivative Instruments (continued)
hedge or if a forecasted hedge is no longer probable of occurring, the Company discontinues hedge
accounting prospectively. At September 30, 2007, 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 3 for further
information on financial derivative instruments.
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. See Note 8
Income Taxes for further information.
In May 2007, the FASB issued FASB Staff Position FIN 48-1 (FSP FIN 48-1), Definition of Settlement
in FASB Interpretation No. 48. FSP FIN 48-1 provides guidance on how to determine whether a tax
position is effectively settled for the purpose of recognizing previously unrecognized tax
benefits. FSP FIN 48-1 is effective retroactively to January 1, 2007. The implementation of this
standard did not have a material impact on the Companys financial condition, results of operations
or cash flows.
In September 2006, the FASB issued SFAS No. 157 (SFAS 157), Fair Value Measurements, which
defines fair value, establishes a framework for measuring fair value in accordance with generally
accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 is
effective for fiscal years beginning after November 15, 2007. The Company is currently
evaluating the impact of this standard on its financial condition, results of operations and cash
flows.
In September 2006, the FASB issued SFAS No. 158 (SFAS 158), Employers Accounting for Defined
Benefit Pension and Other Postretirement Plans an amendment of FASB Statements No. 87, 88, 106
and 132(R). SFAS 158 requires a company to (a) recognize in its statement of financial position an
asset for a plans overfunded status or a liability for a plans underfunded status (b) measure a
plans assets and its obligations that determine its funded status as of the end of the employers
fiscal year, and (c) recognize changes in the funded status of a defined postretirement plan in the
year in which the changes occur (reported in accumulated other comprehensive income).
Subsequently, the FASB issued Staff Position No. 158-1, Conforming Amendments to the Illustrations
in FASB Statements No. 87, No. 88, and No. 106 and to the Related Staff Implementation Guidance to
amend the illustrations contained in the appendices, of Statements 87, 88, and 106 to require
recognition of the funded status of defined benefit postretirement plans in an employers statement
of financial position. The Company adopted SFAS 158 on December 31, 2006, which resulted in a $1.0
million non-cash charge to equity, net of deferred taxes of $0.6 million and a $1.6 million
non-cash increase in total liabilities. See Note 12 Pension Plan, for further information.
In November 2006, the EITF reached a tentative conclusion on Issue No. 06-10 (EITF 06-10),
Accounting for Deferred Compensation and Postretirement Benefit Aspects of Collateral Assignment
Split-Dollar Life Insurance Arrangements. EITF 06-10 provides guidance on the employers
recognition of 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 effective date of EITF 06-10 is for fiscal years beginning
after December 15, 2007. The Company is currently evaluating the impact of EITF 06-10 on its
financial condition, results of operations and cash flows.
11
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Nine months ended September 30, 2007 and 2006
(Unaudited)
Note 1
Basis of Presentation and Summary of Significant Accounting
Policies (continued)
Recent
Accounting Pronouncements (continued)
In February 2007, the FASB issued SFAS No. 159 (SFAS 159), The Fair Value Option for Financial
Assets and Financial Liabilities including an amendment to FASB Statement No. 115, which
permits an entity to measure certain financial assets and financial liabilities at fair value.
Under SFAS 159, entities that elect the fair value option will report unrealized gains and losses
in earnings at each subsequent reporting date. The fair value option may be elected on an
instrument-by-instrument basis, with few exceptions, as long as it is applied to the instrument in
its entirety. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Company
is currently evaluating the impact of this standard on its financial condition, results of
operations and cash flows.
Note 2
Acquisitions and Dispositions
On March 1, 2005, the Company purchased the shares of Kelly, Luttmer & Associates Limited (KLA)
located in Calgary, Alberta, Canada, which included net assets of approximately $0.2 million. KLA
specializes in providing call center services for organizational health, employee assistance,
occupational health, and disability management. The Company acquired these operations in an effort
to broaden its operations in the healthcare sector, which resulted in the Company paying a premium
for KLA resulting in recognition of goodwill. Total cash consideration paid was approximately $3.2
million based on foreign currency rates in effect at the date of the acquisition. The purchase
price resulted in a purchase price allocation to net assets of $0.2 million, to purchased
intangible assets of $2.3 million (primarily customer relationships) and to goodwill of $0.6
million. Pro-forma results of operations, in respect to this acquisition, have not been presented
because the effect of this acquisition was not material.
On July 3, 2006, the Company completed the acquisition of all the outstanding shares of capital
stock of Centro Interacción Multimedia, S.A. (Apex), an established customer contact management
solutions and services provider headquartered in the City of Cordoba, Argentina. Apex serves
clients in Argentina, Mexico and the United States. The results of operations of Apex have been
included in the Companys results of operations for its Americas segment beginning in the third
quarter of 2006. Client programs range from in-bound customer care and help-desk/technical support
to out-bound sales and cross selling within the business-to-consumer and certain
business-to-business segments for Internet Service Providers, wireless carriers and credit card
companies. The Company acquired these operations to broaden its operations in a growing market in
the communications and financial services verticals, which resulted in the Company paying a premium
for Apex resulting in recognition of goodwill. The purchase price for the shares was $27.4 million
less $0.4 million, representing Apexs obligations on certain of its capital leases as of the
closing date, for a net purchase price of $27.0 million, eighty percent of which ($21.6 million)
was paid in cash from offshore operations and twenty percent of which ($5.4 million) was paid by
the delivery of 330,992 shares of the common stock of the Company, valued at $16.324 per share. Of
the net purchase price of $27.0 million, $5.0 million was paid to an escrow account (eighty percent
in cash and twenty percent in common stock) to secure the sellers indemnification obligations and
to provide for a holdback of the purchase price until amounts billed by Apex to a major client
reach established targets. At the end of a two-year escrow period, any portion of the cash and
stock not retained to satisfy the holdback provisions of the purchase price will be returned to the
sellers. We allocated the net purchase price of $27.0 million less the $5.0 million contingent
purchase price held in escrow plus direct acquisition costs of $0.6 million, or $22.6 million, to
the tangible assets, liabilities and intangible purchased assets based on their estimated fair
values in accordance with SFAS No. 141, Business Combinations. The excess net purchase price over
these fair values is recognized as goodwill, which is not expected to be deductible for tax
purposes. These fair values are based on managements estimates and assumptions, including
variations of the income approach, the market approach and the cost approach, resulting in a
purchase price allocation to net assets of $4.2 million, to goodwill of $14.4 million, to a
deferred tax liability of $2.9 million and to purchased intangible assets of $6.9 million as
detailed in the following table (in thousands):
12
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Nine months ended September 30, 2007 and 2006
(Unaudited)
Note 2
Acquisitions and Dispositions (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average |
|
|
|
Amount |
|
|
Amortization |
|
Purchased Intangible Assets |
|
Assigned |
|
|
Period (years) |
|
|
Customer relationships |
|
$ |
5,500 |
|
|
|
6 |
|
Trade Name |
|
|
1,000 |
|
|
|
5 |
|
Non-compete agreements |
|
|
200 |
|
|
|
2 |
|
Other |
|
|
165 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
Total |
|
$ |
6,865 |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
The purchase price allocation for the Apex acquisition resulted in the following condensed balance
sheet as of the acquisition date (in thousands):
|
|
|
|
|
|
|
Amount |
|
Cash and cash equivalents |
|
$ |
788 |
|
Receivables, net and other current assets |
|
|
3,546 |
|
|
|
|
|
Total current assets |
|
|
4,334 |
|
Property and equipment, net |
|
|
4,718 |
|
Goodwill |
|
|
14,392 |
|
Intangibles |
|
|
6,865 |
|
Other long-term assets |
|
|
133 |
|
|
|
|
|
|
|
$ |
30,442 |
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
$ |
4,791 |
|
Long-term deferred tax liability |
|
|
2,903 |
|
Other long-term liabilities |
|
|
140 |
|
|
|
|
|
Total liabilities |
|
|
7,834 |
|
Shareholders equity |
|
|
22,608 |
|
|
|
|
|
|
|
$ |
30,442 |
|
|
|
|
|
In June 2007, the Company settled the contingency related to the holdback of a portion of the
purchase price based upon amounts billed to a major client as amounts billed by Apex to the client
reached the established targets. This settlement resulted in a payout of $1.6 million in cash and
$0.5 million in common stock from the escrow account and an increase in the recorded amount of
goodwill of $2.1 million.
The following unaudited pro forma data summarizes the combined results of operations of Sykes and
Apex for all periods presented as if the combination had been consummated on January 1, 2006.
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
Nine Months |
|
|
Ended |
|
Ended |
|
|
September 30, 2006 |
|
|
|
Revenues |
|
$ |
149,287 |
|
|
$ |
429,652 |
|
|
|
|
|
|
|
|
|
|
Income before provision for income taxes |
|
$ |
23,128 |
|
|
$ |
43,249 |
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
16,514 |
|
|
$ |
35,925 |
|
|
|
|
|
|
|
|
|
|
Net income per diluted share |
|
$ |
0.41 |
|
|
$ |
0.90 |
|
13
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Nine months ended September 30, 2007 and 2006
(Unaudited)
Note 2
Acquisitions and Dispositions (continued)
Amortization expense, related to the purchased intangible assets resulting from acquisitions (other
than goodwill), of $0.4 million and $1.1 million for the three and nine months ended September 30,
2007, respectively, is included in General and administrative costs in the accompanying Condensed
Consolidated Statements of Operations. In the comparable periods of 2006, the Company recognized
amortization expense of $0.4 million and $0.6 million, respectively. The following table presents
the Companys purchased intangible assets (in thousands) as of September 30, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
|
Amortization |
|
|
|
Intangibles |
|
|
Amortization |
|
|
Intangibles |
|
|
Period (years) |
|
Customer relationships |
|
$ |
7,588 |
|
|
$ |
1,501 |
|
|
$ |
6,087 |
|
|
|
8 |
|
Trade Name |
|
|
979 |
|
|
|
244 |
|
|
|
735 |
|
|
|
5 |
|
Non-compete agreements |
|
|
724 |
|
|
|
651 |
|
|
|
73 |
|
|
|
2 |
|
Other |
|
|
271 |
|
|
|
166 |
|
|
|
105 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,562 |
|
|
$ |
2,562 |
|
|
$ |
7,000 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table presents the Companys purchased intangible assets (in thousands) as of
December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
|
Amortization |
|
|
|
Intangibles |
|
|
Amortization |
|
|
Intangibles |
|
|
Period (years) |
|
Customer relationships |
|
$ |
7,428 |
|
|
$ |
692 |
|
|
$ |
6,736 |
|
|
|
8 |
|
Trade Name |
|
|
1,008 |
|
|
|
101 |
|
|
|
907 |
|
|
|
5 |
|
Non-compete agreements |
|
|
653 |
|
|
|
464 |
|
|
|
189 |
|
|
|
2 |
|
Other |
|
|
259 |
|
|
|
87 |
|
|
|
172 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,348 |
|
|
$ |
1,344 |
|
|
$ |
8,004 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Companys estimated future amortization expense for the five succeeding years is as follows (in
thousands):
|
|
|
|
|
Periods Ending December 31, |
|
Amount |
2007 (remaining three months) |
|
$ |
354 |
|
2008 |
|
$ |
1,347 |
|
2009 |
|
$ |
1,267 |
|
2010 |
|
$ |
1,240 |
|
2011 |
|
$ |
1,142 |
|
Changes in goodwill, within the Americas segment, consist of the following (in thousands):
14
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Nine months ended September 30, 2007 and 2006
(Unaudited)
Note 2 Acquisitions and Dispositions (continued)
|
|
|
|
|
|
|
Amount |
|
Balance at December 31, 2005 |
|
$ |
5,918 |
|
Acquisition of Apex |
|
|
14,392 |
|
Foreign currency translation |
|
|
112 |
|
|
|
|
|
Balance at December 31, 2006 |
|
|
20,422 |
|
Contingent payment for Apex acquisition |
|
|
2,068 |
|
Foreign currency translation |
|
|
(27 |
) |
|
|
|
|
Balance at September 30, 2007 |
|
$ |
22,463 |
|
|
|
|
|
Note 3
Financial Derivatives
The Company had derivative assets and liabilities related to outstanding forward contracts,
designated as cash flow hedges, maturing within 15 months, consisting primarily of Philippine peso
contracts with a notional value of $111.0 million at September 30, 2007. As of September 30, 2007,
the Company had $1.9 million of these derivative instruments classified as Prepaid and other
current assets, $26 thousand as Deferred charges and other assets, $33 thousand as Other
accrued expenses and current liabilities and $45 thousand as Other long-term liabilities. A
total of $1.9 million of deferred gains on the derivative instruments as of September 30, 2007 were
included in Accumulated other comprehensive income (loss), a component of shareholders equity.
Net gains of $0.9 million and $1.6 million from settled derivative instruments for the three and
nine months ended September 30, 2007, respectively, were reclassified from Accumulated other
comprehensive income (loss) to Revenues. The deferred gain expected to be reclassified to
Revenues from Accumulated other comprehensive income (loss) during the next 12 months is $1.7
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 and nine months ended September 30, 2007, the Company recognized in Revenues a
loss of $0.5 million and $1.1 million, respectively, 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. In addition, during the three and nine months
ended September 30, 2007, the Company recognized gains related to hedge ineffectiveness of $1.3
million and $1.2 million, respectively which was reclassified from Accumulated other comprehensive
income (loss) to Revenues.
During the nine months ended September 30, 2007, we also entered into and settled forward contracts
to purchase PHP 385.3 million and CAD 1.1 million at fixed prices of $8.0 million and $1.0 million,
respectively. 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, we recognized immaterial gains and losses related to these contracts,
which are included in Revenues in the accompanying Condensed Consolidated Statement of Operations
for the nine months ended September 30, 2007.
15
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Nine months ended September 30, 2007 and 2006
(Unaudited)
Note 4
Deferred Revenue
The components of deferred revenue consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
Future service |
|
$ |
30,894 |
|
|
$ |
25,403 |
|
Estimated penalties and holdbacks |
|
|
3,274 |
|
|
|
5,321 |
|
|
|
|
|
|
|
|
|
|
$ |
34,168 |
|
|
$ |
30,724 |
|
|
|
|
|
|
|
|
Note 5
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, Reporting Comprehensive Income (SFAS 130). SFAS 130
establishes rules for the reporting of comprehensive income (loss) and its components.
The components of accumulated other comprehensive income (loss) consist of the following (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign |
|
Unrealized |
|
Unrealized Gain |
|
|
|
|
Currency |
|
Actuarial Losses |
|
(Loss) on Cash |
|
|
|
|
Translation |
|
Related to |
|
Flow Hedging |
|
|
|
|
Adjustment |
|
Pension Liability |
|
Instruments |
|
Total |
|
|
|
Balance at January 1, 2006 |
|
$ |
(3,435 |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
(3,435 |
) |
Pre tax amount |
|
|
10,396 |
|
|
|
(1,607 |
) |
|
|
|
|
|
|
8,789 |
|
Tax benefit |
|
|
|
|
|
|
563 |
|
|
|
|
|
|
|
563 |
|
Reclassification to net income |
|
|
(48 |
) |
|
|
|
|
|
|
|
|
|
|
(48 |
) |
|
|
|
Balance at December 31, 2006 |
|
|
6,913 |
|
|
|
(1,044 |
) |
|
|
|
|
|
|
5,869 |
|
Pre tax amount |
|
|
16,180 |
|
|
|
(89 |
) |
|
|
4,629 |
|
|
|
20,720 |
|
Tax benefit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification to net income |
|
|
(10 |
) |
|
|
|
|
|
|
(2,735 |
) |
|
|
(2,745 |
) |
|
|
|
Balance at September 30, 2007 |
|
$ |
23,083 |
|
|
$ |
(1,133 |
) |
|
$ |
1,894 |
|
|
$ |
23,844 |
|
|
|
|
Note 6
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
previously had generated annual revenues of approximately $12.0 million. The Company has
substantially completed the Plan as of September 30, 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. 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. As a result, the Company recorded additional depreciation of
approximately $0.2 million during the nine months ended September 30, 2006. 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 nine months ended
September 30, 2007 due to a change in estimate. Termination costs of $0.8 million are included in
Direct salaries and related costs for the nine months ended September 30, 2006. Cash payments
related to termination costs made totaled $0.5 million and $0.6 million for the nine months ended
September 30, 2007 and 2006, respectively. Termination costs to date approximate $1.2 million as of
September 30, 2007 with cash payments to date of $1.2 million.
16
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Nine months ended September 30, 2007 and 2006
(Unaudited)
Note 7
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 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 and nine months ended September 30, 2007, and no outstanding balances
as of September 30, 2007 and December 31, 2006, with $50.0 million availability on the Credit
Facility.
Note 8
Income Taxes
The Company adopted the provisions of FIN 48 on January 1, 2007 and 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. This adjustment to the
beginning balance of retained earnings includes $1.3 million related to transfer pricing penalties
that may be applicable in connection with an income tax audit of our Indian subsidiary.
As of December 31, 2006 prior to the adoption of FIN 48, the Company had a contingent income tax
liability of $4.2 million, consisting of amounts for subsidiaries located in both the Americas and
EMEA segments that are included in Income taxes payable in the accompanying Condensed
Consolidated Balance Sheet.
Upon adoption of FIN 48 as of January 1, 2007, the Company had $9.1 million of unrecognized tax
benefits (including $4.6 million benefit of net operating loss carryforwards that were previously
recognized as deferred tax assets with a full valuation allowance). If the Company recognized
these tax benefits, approximately $4.5 million and related interest and penalties would favorably
impact the effective tax rate.
As of September 30, 2007, the Company had $4.5 million of unrecognized tax benefits, a net decrease
of $4.6 million from $9.1 million as of January 1, 2007. This decrease relates primarily to the
recognition of tax benefits as a result of a favorable lower court ruling. This net decrease of
$4.6 million had no impact on the effective tax rate as it was offset by a full valuation
allowance. Except for $0.2 million of the unrecognized tax benefits as of September 30, 2007, which
is under examination by the tax authorities, the Company does not believe it is reasonably possible
that its unrecognized tax benefits will significantly change within the next twelve months.
The Company recognizes interest and penalties related to unrecognized tax benefits in the provision
for income taxes. The Company had $2.6 million and $2.4 million accrued for interest and penalties
as of September 30, 2007 and January 1, 2007, the date of adoption of FIN 48, respectively.
The Company files income tax returns in the U.S. and foreign jurisdictions. The following table
presents the major tax jurisdictions and tax years that are open as of January 1, 2007 and subject
to examination by the respective tax authorities:
17
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Nine months ended September 30, 2007 and 2006
(Unaudited)
Note 8
Income Taxes (continued)
|
|
|
Tax Jurisdiction |
|
Tax Year Ended |
|
Canada |
|
2002 to present |
Costa Rica |
|
2003 to present |
Germany |
|
1996 to present |
India |
|
2003 to present |
Philippines |
|
2003 to present |
Scotland |
|
2001 to present |
United States |
|
(1997 to 1999)* and 2002 to present |
|
|
|
* |
|
These tax years are open to the extent of the Net Operating Loss carryforward amount. |
The Companys effective tax rate was 21.3% and 15.7% for the nine months ended September 30, 2007
and 2006, respectively. The higher effective tax rate of 21.3% in 2007 was primarily due to FIN 48
adjustments related to interest and penalties, the effects of permanent differences and losses in
jurisdictions for which tax benefits cannot 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, foreign income tax rate differentials, income tax benefits from tax holiday
jurisdictions and non-recurring tax benefits resulting from the Canadian tax appeals settlement of
$3.0 million received in 2006. The differences in the Companys effective tax rate of 21.3% 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 tax holiday jurisdictions; accompanied by the effects of
valuation allowances, permanent differences, foreign withholding and other taxes, accrued interest
and penalties and foreign income tax rate differentials.
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 in the U.S. by the Tennessee Department of Revenue for
sales and use taxes and franchise taxes for periods covering 1998 through 2000. This examination
is in its final stages with closure anticipated in the fourth quarter. The U.S. Internal Revenue
Service completed audits of the Companys U.S. tax returns for tax years through July 31, 1999 and
is currently auditing the tax years ended July 31, 2002, July 31, 2003, December 31, 2003 and
December 31, 2004. Certain German subsidiaries of the Company are under examination by the German
tax authorities for periods covering 1996 through 2004. Additionally, certain Canadian subsidiaries
are under examination by Canadian tax authorities for tax years 2002 through 2003, a Philippine
subsidiary is being audited by the Philippine tax authorities for tax years 2003 through 2005, a
Netherlands subsidiary has received final results relating to the audit for the tax years 1998
through 2003 with no signifcant findings, Indian tax authorities have issued an assessment for the
tax year ended March 31, 2004 and are also examining the tax year ended March 31, 2005, a Chinese
subsidiary received results on an audit related to tax years 2005 and 2006 with no significant
findings and certain subsidiaries in Scotland are responding to audit inquiries for the 2005 tax
year. Additionally, the Treasury department in Costa Rica is reviewing tax holiday agreements for
the years 2003 -2007.
Note 9
Earnings Per Share
Basic earnings per share are based on the weighted average number of common shares outstanding
during the periods. Diluted earnings per share includes the weighted average number of common
shares outstanding during the respective periods and the further dilutive effect, if any, from
stock options, stock appreciation rights, restricted stock, common stock units and shares held in a
rabbi trust using the treasury stock method. For the three and nine month periods ended September
30, 2007, the impact of outstanding options to purchase shares of common stock and stock
appreciation rights of 0.1 million and 0.1 million, respectively, and 0.1 million and 0.3 million
for the comparable 2006 periods were antidilutive and were excluded from the calculation of diluted
earnings per share. The numbers of shares used in the earnings per share computations are as follows (in thousands):
18
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Nine months ended September 30, 2007 and 2006
(Unaudited)
Note 9
Earnings Per Share-(continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
|
Basic: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
40,432 |
|
|
|
40,181 |
|
|
|
40,360 |
|
|
|
39,744 |
|
Diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of stock options, stock
appreciation
rights and common stock units |
|
|
265 |
|
|
|
316 |
|
|
|
264 |
|
|
|
369 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total weighted average diluted shares outstanding |
|
|
40,697 |
|
|
|
40,497 |
|
|
|
40,624 |
|
|
|
40,113 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 nine months
ended September 30, 2007 and 2006, the Company made no purchases under the 2002 repurchase program.
Note
10 Segments and Geographic Information
The Company operates within two regions, the Americas and EMEA which represented 68.5% and
31.5%, respectively, of the Companys consolidated revenues for the three months ended September
30, 2007 and 67.9% and 32.1%, respectively, of the Companys consolidated revenues for the nine
months ended September 30, 2007. In the comparable 2006 periods, the Americas and EMEA regions
represented 69.1% and 30.9%, respectively, of the Companys consolidated revenues for the three
months ended September 30, 2006 and 67.9% and 32.1%, respectively, of the Companys consolidated
revenues for the nine months ended September 30, 2006. Each region represents a reportable segment
comprised of aggregated regional operating segments, which portray similar economic
characteristics. The Company aligns its business into two segments to effectively manage the
business and support the customer care needs of every client and to respond to the demands of the
Companys global customers.
The reportable segments consist of (1) the Americas, which includes the United States, Canada,
Latin America, India and the Asia Pacific Rim, and provides outsourced customer contact management
solutions (with an emphasis on technical support and customer service) and 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 and nine months ended September
30, 2007 compared to the corresponding prior year periods, is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
Americas |
|
|
EMEA |
|
|
Other(1) |
|
|
Total |
|
|
|
|
Three Months Ended September
30, 2007: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
120,592 |
|
|
$ |
55,530 |
|
|
|
|
|
|
$ |
176,122 |
|
Depreciation and amortization |
|
$ |
5,178 |
|
|
$ |
1,105 |
|
|
|
|
|
|
$ |
6,283 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
$ |
19,369 |
|
|
$ |
4,671 |
|
|
$ |
(9,155 |
) |
|
$ |
14,885 |
|
Other income, net |
|
|
|
|
|
|
|
|
|
|
1,151 |
|
|
|
1,151 |
|
Provision for income taxes |
|
|
|
|
|
|
|
|
|
|
(3,780 |
) |
|
|
(3,780 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
12,256 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Nine months ended September 30, 2007 and 2006
(Unaudited)
Note
10 Segments and Geographic Information (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
Americas |
|
|
EMEA |
|
|
Other
(1) |
|
|
Total |
|
|
|
|
Three Months Ended September
30, 2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
103,184 |
|
|
$ |
46,103 |
|
|
|
|
|
|
$ |
149,287 |
|
Depreciation and amortization |
|
$ |
5,215 |
|
|
$ |
1,107 |
|
|
|
|
|
|
$ |
6,322 |
|
|
Income (loss) from operations |
|
$ |
29,457 |
|
|
$ |
3,217 |
|
|
$ |
(10,877 |
) |
|
$ |
21,797 |
|
Other income, net |
|
|
|
|
|
|
|
|
|
|
1,331 |
|
|
|
1,331 |
|
Provision for income taxes |
|
|
|
|
|
|
|
|
|
|
(6,614 |
) |
|
|
(6,614 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
16,514 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2007: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
347,797 |
|
|
$ |
164,610 |
|
|
|
|
|
|
$ |
512,407 |
|
Depreciation and amortization |
|
$ |
15,019 |
|
|
$ |
3,296 |
|
|
|
|
|
|
$ |
18,315 |
|
|
Income (loss) from operations |
|
$ |
54,940 |
|
|
$ |
9,731 |
|
|
$ |
(28,742 |
) |
|
$ |
35,929 |
|
Other income, net |
|
|
|
|
|
|
|
|
|
|
2,680 |
|
|
|
2,680 |
|
Provision for income taxes |
|
|
|
|
|
|
|
|
|
|
(8,217 |
) |
|
|
(8,217 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
30,392 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
282,393 |
|
|
$ |
133,202 |
|
|
|
|
|
|
$ |
415,595 |
|
Depreciation and amortization |
|
$ |
14,740 |
|
|
$ |
3,460 |
|
|
|
|
|
|
$ |
18,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss)from operations |
|
$ |
56,633 |
|
|
$ |
5,591 |
|
|
$ |
(27,237 |
) |
|
$ |
34,987 |
|
Other income, net |
|
|
|
|
|
|
|
|
|
|
5,577 |
|
|
|
5,577 |
|
Provision for income taxes |
|
|
|
|
|
|
|
|
|
|
(6,380 |
) |
|
|
(6,380 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
34,184 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Other items (including corporate costs, impairment costs, other
income and expense, and income taxes) are shown for purposes of reconciling to the Companys
consolidated totals as shown in the table above for the three and nine months ended September 30,
2007 and 2006. 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, 2006. 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 and nine months ended September 30, 2007 and 2006, the Company had no clients that
exceeded ten percent of consolidated revenues.
20
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Nine months ended September 30, 2007 and 2006
(Unaudited)
Note
11 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 $0.9 million and $3.3 million for the three and nine months ended September 30,
2007 and $0.6 million and $1.7 million for the comparable 2006 periods, respectively. There were no
related income tax benefits recognized in the accompanying Condensed Consolidated Statements of
Operations for the three and nine months ended September 30, 2007 nor for the comparable 2006
periods. In addition, the Company (reversed) realized the benefit of tax deductions in excess of
recognized tax benefits of $(0.6) million and $0.1 million, respectively, from the exercise of
stock options in the three and nine months ended September 30, 2006 (not material in the 2007
periods). There were no capitalized stock-based compensation costs at September 30, 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 and nine months ended September 30, 2007 and 2006.
The following table summarizes stock option activity under the Plan as of September 30, 2007, and
changes during the nine 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, 2007 |
|
|
583 |
|
|
$ |
13.13 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(66 |
) |
|
|
6.70 |
|
|
|
|
|
|
|
|
|
Forfeited or expired |
|
|
(28 |
) |
|
|
22.87 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
at September 30, 2007 |
|
|
487 |
|
|
$ |
13.45 |
|
|
|
3.21 |
|
|
$ |
2,065 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested or expected to vest at
September 30, 2007 |
|
|
487 |
|
|
$ |
13.45 |
|
|
|
3.21 |
|
|
$ |
2,065 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at September 30, 2007 |
|
|
487 |
|
|
$ |
13.45 |
|
|
|
3.21 |
|
|
$ |
2,065 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There is no intrinsic value for options exercised during the three and nine months ended September
30, 2007 and 2006 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 September 30, 2007 and
there is no unrecognized compensation cost related to options granted under the Plan.
21
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Nine months ended September 30, 2007 and 2006
(Unaudited)
Note
11 Stock-Based Compensation (continued)
Stock
Options (continued)
The total fair value of stock options vested during the three and nine months ended September 30,
2006 was $0.3 million and $0.7 million, respectively, (none in the comparable 2007 periods).
Cash received from stock options exercised under this Plan for the nine months ended September 30,
2007 and 2006, was $0.5 million and $4.3 million, respectively. The actual tax benefit realized for
the tax deductions from these stock option exercises totaled $0.1 million for the nine months ended
September 30, 2006 (not material in the comparable 2007 period.)
Stock Appreciation Rights The Companys Board of Directors, at the recommendation of the
Compensation and Human Resource Development Committee (the Committee), approves awards of
stock-settled stock appreciation rights (SARs) for eligible participants. SARs represent the
right to receive, without payment to the Company, a certain number of shares of common stock, as
determined by the Committee, equal to the amount by which the fair market value of a share of
common stock at the time of exercise exceeds the grant price.
The SARs are granted at fair market value of the Companys common stock on the date of the grant
and vest one-third on each of the first three anniversaries of the date of grant, provided the
participant is employed by the Company on such date. The SARs have a term of 10 years from the date
of grant. In the event of a change in control, the SARs will vest on the date of the change in
control, provided that the participant is employed by the Company on the date of the change in
control.
The SARs are exercisable within three months after the death, disability, retirement or termination
of the participants employment with the Company, if and to the extent the SARs were exercisable
immediately prior to such termination. If the participants employment is terminated for cause, or
the participant terminates his or her own employment with the Company, any portion of the SARs not
yet exercised (whether or not vested) terminates immediately on the date of termination of
employment.
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 nine months ended September 30, 2007 and 2006:
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
September 30, |
|
|
2007 |
|
2006 |
Expected volatility |
|
|
53 |
% |
|
|
61 |
% |
Weighted-average volatility |
|
|
53 |
% |
|
|
61 |
% |
Expected dividends |
|
|
|
|
|
|
|
|
Expected term (in years) |
|
|
3.9 |
|
|
|
3.8 |
|
Risk-free rate |
|
|
4.5 |
% |
|
|
4.8 |
% |
22
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Nine months ended September 30, 2007 and 2006
(Unaudited)
Note
11 Stock-Based Compensation (continued)
Stock Appreciation Rights- (continued)
The following table summarizes SARs activity under the Plan as of September 30, 2007, and changes
during the nine 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, 2007 |
|
|
126 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited or expired |
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at September 30, 2007 |
|
|
243 |
|
|
$ |
|
|
|
|
9.0 |
|
|
$ |
523 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested or expected to vest at
September 30, 2007 |
|
|
243 |
|
|
$ |
|
|
|
|
9.0 |
|
|
$ |
523 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at September 30, 2007 |
|
|
41 |
|
|
$ |
|
|
|
|
8.5 |
|
|
$ |
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted-average grant-date fair value of the SARs granted during the nine months ended
September 30, 2007 was $7.72. No SARs were exercised during the nine months ended September 30,
2007.
The following table summarizes the status of nonvested SARs under the Plan as of September 30,
2007, and changes during the nine months then ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Average |
|
|
Shares |
|
Grant-Date |
Nonvested Stock Appreciation Rights |
|
(In thousands) |
|
Fair Value |
|
Nonvested at January 1, 2007 |
|
|
126 |
|
|
$ |
7.28 |
|
Granted |
|
|
121 |
|
|
$ |
7.72 |
|
Vested |
|
|
(41 |
) |
|
$ |
7.28 |
|
Forfeited |
|
|
(4 |
) |
|
$ |
7.28 |
|
|
|
|
|
|
|
|
|
|
Nonvested at September 30, 2007 |
|
|
202 |
|
|
$ |
7.54 |
|
|
|
|
|
|
|
|
|
|
As of September 30, 2007, there was $1.2 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 2.0 years. During the nine
months ended September 30, 2007, 41 thousand SARs vested.
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 as of December 31,
2007 for the 2006-2007 performance period, as of December 31, 2008 for the 2006-2008 performance
period and as of December 31, 2009 for the 2007-2009 performance period. If the performance
conditions are met for the 2006-2007 performance period, for the 2006-2008 performance period and
for the 2007-2009 performance period, the shares will vest and all restrictions on
23
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Nine months ended September 30, 2007 and 2006
(Unaudited)
Note
11 Stock-Based Compensation (continued)
Restricted Shares- (continued)
the transfer of the Restricted Shares will lapse (or in the case of RSUs, an equivalent number of
shares of the Companys common stock will be issued to the recipient) on March 29, 2008, March 29,
2009 and March 16, 2010, respectively. The Company recognizes compensation cost, net of estimated
forfeitures, based on the fair value (which approximates the current market price) of the
Restricted Shares (and RSUs) on the date of grant ratably over the requisite service period based
on the probability of achieving the performance goals. Changes in the probability of achieving the
performance goals from period to period will result in corresponding changes in compensation
expense. 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 under the Plan as of
September 30, 2007, and changes during the nine months then ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Average |
|
|
Shares |
|
Grant-Date |
Nonvested Restricted Shares |
|
(In thousands) |
|
Fair Value |
|
Nonvested at January 1, 2007 |
|
|
308 |
|
|
$ |
14.92 |
|
Granted |
|
|
228 |
|
|
$ |
16.93 |
|
Vested |
|
|
|
|
|
$ |
|
|
Forfeited |
|
|
(90 |
) |
|
$ |
17.92 |
|
|
|
|
|
|
|
|
|
|
Nonvested at September 30, 2007 |
|
|
446 |
|
|
$ |
15.72 |
|
|
|
|
|
|
|
|
|
|
As of September 30, 2007, there was $4.8 million of total unrecognized compensation cost, net of
estimated forfeitures, related to nonvested restricted shares granted under the Plan. This cost is
expected to be recognized over a weighted-average period of 1.9 years. None of the restricted
shares vested during the nine months ended September 30, 2007 and 2006.
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 11 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
Nine months ended September 30, 2007 and 2006
(Unaudited)
Note
11 Stock-Based Compensation (continued)
Other Awards (continued)
The following table summarizes CSUs activity under the Plan as of September 30, 2007, and changes
during the nine months then ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Average |
|
|
Shares |
|
Grant-Date |
Nonvested Common Stock Units |
|
(In thousands) |
|
Fair Value |
|
Nonvested at January 1, 2007 |
|
|
|
|
|
$ |
|
|
Granted |
|
|
67 |
|
|
$ |
16.38 |
|
Vested |
|
|
(1 |
) |
|
$ |
16.50 |
|
Forfeited |
|
|
(8 |
) |
|
$ |
17.64 |
|
|
|
|
|
|
|
|
|
|
Nonvested at September 30, 2007 |
|
|
58 |
|
|
$ |
16.21 |
|
|
|
|
|
|
|
|
|
|
As of September 30, 2007, there was $0.3 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 1.2 years. During the nine months
ended September 30, 2007 and 2006, no CSUs vested.
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 grants of 18 thousand and 30 thousand CSUs issued under the 2004 Fee Plan during the
nine months ended September 30, 2007 and 2006, respectively. During the nine months ended
September 30, 2007 and 2006, 35 thousand and 46 thousand CSUs vested, respectively.
25
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Nine months ended September 30, 2007 and 2006
(Unaudited)
Note
11 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
September 30, 2007, and changes during the nine months then ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Average |
|
|
Shares |
|
Grant-Date |
Nonvested Common Stock Units |
|
(In thousands) |
|
Fair Value |
|
Nonvested at January 1, 2007 |
|
|
48 |
|
|
$ |
12.20 |
|
Granted |
|
|
18 |
|
|
$ |
19.19 |
|
Vested |
|
|
(35 |
) |
|
$ |
10.96 |
|
Forfeited |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
Nonvested at September 30, 2007 |
|
|
31 |
|
|
$ |
17.69 |
|
|
|
|
|
|
|
|
|
|
Compensation expense for CSUs granted after the adoption of SFAS No. 123R, (SFAS 123R),
Share-Based Payment on January 1, 2006, 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 nine months ended September 30, 2007 (none
for the three month period), and $0.1 million and $0.2 million for the three and nine months ended
September 30, 2006. As of September 30, 2007, 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.
Deferred Compensation Plan The Companys non-qualified Deferred Compensation Plan (the
Deferred Compensation Plan), which is not shareholder-approved, was adopted by the Board of
Directors effective December 17, 1998 and amended on March 29, 2006 and May 23, 2006. It provides
certain eligible employees the ability to defer any portion of their compensation until the
participants retirement, termination, disability or death, or a change in control of the Company.
Using the Companys common stock, the Company matches 50% of the amounts deferred by certain senior
management participants on a quarterly basis up to a total of $12,000 per year for the president
and senior vice presidents and $7,500 per year for vice presidents (participants below the level of
vice president are not eligible to receive matching contributions from the Company). Matching
contributions and the associated earnings vest over a seven year service period. Deferred
compensation amounts used to pay benefits, which are held in a rabbi trust, include investments in
various mutual funds and shares of the Companys common stock (See Note 1, Summary of Accounting
Policies, under Investments Held in Rabbi Trust.) The Deferred Compensation Plans assets totaled
$1.4 million and $1.0 million at September 30, 2007 and December 31, 2006, respectively, excluding
the Companys common stock match, while liabilities totaled $1.4 million and $1.0 million,
respectively. The Companys common stock match of $0.5 million and $0.4 million as of September 30,
2007 and December 31, 2006, respectively, was recorded in Treasury stock and Additional paid-in
capital, as appropriate, and the liabilities were recorded in Accrued employee compensation and
benefits in the accompanying Condensed Consolidated Balance Sheets.
26
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Nine months ended September 30, 2007 and 2006
(Unaudited)
Note
11 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 September 30, 2007, and changes during the nine months then ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Average |
|
|
Shares |
|
Grant-Date |
Nonvested Common Stock |
|
(In thousands) |
|
Fair Value |
|
Nonvested at January 1, 2007 |
|
|
9 |
|
|
$ |
9.15 |
|
Granted |
|
|
5 |
|
|
$ |
18.14 |
|
Vested |
|
|
(8 |
) |
|
$ |
12.98 |
|
Forfeited |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
Nonvested at September 30, 2007 |
|
|
6 |
|
|
$ |
11.56 |
|
|
|
|
|
|
|
|
|
|
As of September 30, 2007, 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 3.0 years. The total
fair value of the common stock vested during the nine months ended September 30, 2007 was $0.1
million and $0.4 million for the comparable 2006 period.
Cash used to settle the Companys obligation under the Deferred Compensation Plan was less than
$0.1 million for both of the nine month periods ended September 30, 2007 and 2006.
Note
12 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 September 30, 2007, the Pension Plan is unfunded.
The following table provides information about net periodic benefit cost for the Pension Plan for
the nine months ended September 30, 2007 and 2006 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Service cost |
|
$ |
124 |
|
|
$ |
91 |
|
|
$ |
738 |
|
|
$ |
409 |
|
Interest cost |
|
|
76 |
|
|
|
45 |
|
|
|
223 |
|
|
|
202 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
200 |
|
|
$ |
136 |
|
|
$ |
961 |
|
|
$ |
611 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note
13 Commitments and Contingencies
In June 2007, the Company entered into an agreement with a telecommunications equipment provider
obligating the Company to purchase a minimum of $7.0 million of hardware and software over the next
five years, subject to cancellation penalties up to 65% of the unused commitment. The Company
expects cash payments to be made ratably over the next five years.
One of the Companys European subsidiaries has received several inquiries from a regulatory agency
related to privacy claims associated with the alleged inappropriate acquisition of personal bank
account information. Several of the inquiries have resulted in sanctions against the Company
approximating $0.9 million. In order to appeal the
27
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Nine months ended September 30, 2007 and 2006
(Unaudited)
Note
13 Commitments and Contingencies (continued)
sanctions through the court system, the Company issued a bank guarantee. Management believes that
the sanctions made in connection with this matter are without merit, and intends to vigorously
pursue the reversal of the proposed sanctions. The Company has recorded these amounts in Deferred
Charges and Other Assets in the accompanying Condensed Consolidated Balance Sheets as of September
30, 2007 and December 31, 2006. The Company has not accrued any amounts related to these claims
under SFAS No. 5, Accounting for Contingencies because it does not believe that a loss is
probable, and it is not currently possible to reasonably estimate the amount of any loss related to
these claims.
28
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Sykes Enterprises, Incorporated
400 N. Ashley Drive
Tampa, FL 33602
We have reviewed the accompanying condensed consolidated balance sheet of Sykes Enterprises,
Incorporated and subsidiaries (the Company) as of September 30, 2007, and the related condensed
consolidated statements of operations for the three-month and nine-month periods ended September
30, 2007 and 2006, of changes in shareholders equity for the nine-month periods ended September
30, 2007 and 2006 and for the three-month period ended December 31, 2006, and of cash flows for the
nine-month periods ended September 30, 2007 and 2006. These interim financial statements are the
responsibility of the Companys management.
We conducted our review 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,
2006, 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, 2007,
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, 2006 is fairly stated, in all material respects, in relation to the consolidated balance sheet
from which it has been derived.
As discussed in Note 8 to the condensed consolidated interim 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
November 6, 2007
29
Sykes Enterprises, Incorporated and Subsidiaries
Managements Discussion and Analysis of Financial
Condition and Results of Operations
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, 2006, 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
Managements Discussion and Analysis of Financial
Condition and Results of Operations
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 |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
|
|
|
Revenues |
|
$ |
176,122 |
|
|
$ |
149,287 |
|
|
$ |
512,407 |
|
|
$ |
415,595 |
|
Percentage of revenues |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct salaries and related costs |
|
$ |
110,774 |
|
|
$ |
94,016 |
|
|
$ |
327,109 |
|
|
$ |
263,410 |
|
Percentage of revenues |
|
|
62.9 |
% |
|
|
63.0 |
% |
|
|
63.8 |
% |
|
|
63.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses |
|
$ |
50,466 |
|
|
$ |
47,281 |
|
|
$ |
149,403 |
|
|
$ |
130,609 |
|
Percentage of revenues |
|
|
28.6 |
% |
|
|
31.7 |
% |
|
|
29.2 |
% |
|
|
31.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (gain) on disposal of property and equipment |
|
$ |
(3 |
) |
|
$ |
(13,870 |
) |
|
$ |
(34 |
) |
|
$ |
(13,856 |
) |
Percentage of revenues |
|
|
|
% |
|
|
(9.3 |
)% |
|
|
|
% |
|
|
(3.3 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment of long-lived assets |
|
$ |
|
|
|
$ |
63 |
|
|
$ |
|
|
|
$ |
445 |
|
Percentage of revenues |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
$ |
14,885 |
|
|
$ |
21,797 |
|
|
$ |
35,929 |
|
|
$ |
34,987 |
|
Percentage of revenues |
|
|
8.5 |
% |
|
|
14.6 |
% |
|
|
7.0 |
% |
|
|
8.4 |
% |
The following table summarizes our revenues, for the periods indicated, by geographic region (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
120,592 |
|
|
|
68.5 |
% |
|
$ |
103,184 |
|
|
|
69.1 |
% |
|
$ |
347,797 |
|
|
|
67.9 |
% |
|
$ |
282,393 |
|
|
|
67.9 |
% |
EMEA |
|
|
55,530 |
|
|
|
31.5 |
% |
|
|
46,103 |
|
|
|
30.9 |
% |
|
|
164,610 |
|
|
|
32.1 |
% |
|
|
133,202 |
|
|
|
32.1 |
% |
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
176,122 |
|
|
|
100.0 |
% |
|
$ |
149,287 |
|
|
|
100.0 |
% |
|
$ |
512,407 |
|
|
|
100.0 |
% |
|
$ |
415,595 |
|
|
|
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 |
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
Direct salaries and
related costs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
73,628 |
|
|
|
61.1 |
% |
|
$ |
63,289 |
|
|
|
61.3 |
% |
|
$ |
214,233 |
|
|
|
61.6 |
% |
|
$ |
172,723 |
|
|
|
61.2 |
% |
EMEA |
|
|
37,146 |
|
|
|
66.9 |
% |
|
|
30,727 |
|
|
|
66.6 |
% |
|
|
112,876 |
|
|
|
68.6 |
% |
|
|
90,687 |
|
|
|
68.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
110,774 |
|
|
|
|
|
|
$ |
94,016 |
|
|
|
|
|
|
$ |
327,109 |
|
|
|
|
|
|
$ |
263,410 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
27,597 |
|
|
|
22.9 |
% |
|
$ |
24,308 |
|
|
|
23.6 |
% |
|
$ |
78,658 |
|
|
|
22.6 |
% |
|
$ |
66,893 |
|
|
|
23.7 |
% |
EMEA |
|
|
13,714 |
|
|
|
24.7 |
% |
|
|
12,159 |
|
|
|
26.4 |
% |
|
|
42,003 |
|
|
|
25.5 |
% |
|
|
36,924 |
|
|
|
27.7 |
% |
Corporate |
|
|
9,155 |
|
|
|
|
|
|
|
10,814 |
|
|
|
|
|
|
|
28,742 |
|
|
|
|
|
|
|
26,792 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
50,466 |
|
|
|
|
|
|
$ |
47,281 |
|
|
|
|
|
|
$ |
149,403 |
|
|
|
|
|
|
$ |
130,609 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31
Sykes Enterprises, Incorporated and Subsidiaries
Managements Discussion and Analysis of Financial
Condition and Results of Operations
Three Months Ended September 30, 2007 Compared to Three Months Ended September 30, 2006
Revenues
For the three months ended September 30, 2007, we recognized consolidated revenues of $176.1
million, an increase of $26.8 million, or 17.9%, from $149.3 million of consolidated revenues for
the comparable 2006 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 68.5%, or $120.6 million, for
the three months ended September 30, 2007, compared to 69.1%, or $103.2 million, for the comparable
2006 period. Revenues from the EMEA region, including Europe, the Middle East and Africa,
represented 31.5%, or $55.5 million, for the three months ended September 30, 2007, compared to
30.9%, or $46.1 million, for the comparable 2006 period.
The increase in the Americas revenue of $17.4 million, or 16.9%, for the three months ended
September 30, 2007, compared to the same period in 2006, reflects a broad-based growth in client
demand, including new and existing client relationships, primarily within our offshore operations
and Canada. New client relationships represented 57.6% of the increase in the Americas revenue
over the comparable 2006 period. Revenues from our offshore operations represented 61.0% of
Americas revenues on 17,000 seats for the three months ended September 30, 2007, compared to 57.5%
on 13,300 seats for the comparable 2006 period. The trend of generating more of our revenues in our
offshore operations is likely to continue in 2007. 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 and costs of functional currency fluctuations in offshore markets.
Americas revenues for the three months ended September 30, 2007 included a $1.7 million net gain
on foreign currency hedges. Excluding this gain, the Americas revenue increased $15.7 million
compared with the same period last year.
The increase in EMEA revenues of $9.4 million, or 20.4%, for the three months ended September 30,
2007, compared to the same period in 2006, reflects a broad-based growth in client demand,
including new and existing client relationships, partially offset by certain program expirations.
New client relationships represented 52.3% of the increase in EMEAs revenue over the comparable
2006 period. EMEA revenues for the third quarter of 2007 experienced a $4.1 million increase as a
result of the strength in the Euro compared to the same period in 2006. Excluding this foreign
currency impact, EMEA revenues increased $5.3 million compared with the same period last year.
Direct Salaries and Related Costs
Direct salaries and related costs increased $16.8 million, or 17.8%, to $110.8 million for the
three months ended September 30, 2007, from $94.0 million in the comparable 2006 period.
As a percentage of revenues, direct salaries and related costs decreased to 62.9% for the three
months ended September 30, 2007, from 63.0% for the comparable 2006 period. This decrease of 0.1%
from the comparable 2006 period was attributable to lower telephone costs of 0.3%, lower auto tow
claim costs of 0.1% in Canada and other costs of 0.5% partially offset by higher salary costs of
0.8%, including training costs associated with the ramp up of business in our offshore markets.
Although the strengthened Euro positively impacted revenues, it negatively impacted direct salaries
and related costs for the three months ended September 30, 2007 by approximately $2.7 million
compared to the same period in 2006.
General and Administrative
General and administrative expenses increased $3.1 million, or 6.8%, to $50.4 million for the three
months ended September 30, 2007, from $47.3 million in the comparable 2006 period.
As a percentage of revenues, general and administrative expenses decreased to 28.6% for the three
months ended September 30, 2007, from 31.7% for the comparable 2006 period. This decrease of 3.1%
from the comparable 2006 period was primarily attributable to lower charitable contribution costs
of 1.3%, legal and professional fees incurred of 1.0%, depreciation expense of 0.7%, lease costs
and equipment maintenance of 0.4%, insurance costs of 0.2% as a percentage of revenues, partially
offset by higher compensation costs of 0.4% and other costs of 0.1%. Although the strengthening
Euro positively impacted revenues, it negatively
32
Sykes Enterprises, Incorporated and Subsidiaries
Managements Discussion and Analysis of Financial
Condition and Results of Operations
impacted general and administrative expenses for the three months ended September 30, 2007 by $1.0
million compared to the same period in 2006.
Net Gain on Disposal of Property and Equipment
The net gain on disposal of property and equipment of $3.0 thousand for the three months ended
September 30, 2007 compares to a $13.9 million gain on disposal of property and equipment for the
three months ended September 30, 2006, which was primarily a result of the sale of four third party
leased U.S. customer contact management centers.
Impairment of Long-lived Assets
There was no impairment charge for the three months ended September 30, 2007. In the comparable
2006 period, we recorded an impairment charge of $0.1 million for property and equipment no longer
used in our Philippine facilities.
Interest Income
Interest income was $1.6 million for the three months ended September 30, 2007, compared to $1.4
million for the comparable 2006 period reflecting higher levels of average interest-bearing
investments in cash and cash equivalents and short-term investments partially offset by lower
average rates of interest earned.
Interest Expense
Interest expense was $0.2 million for the three months ended September 30, 2007 compared to $0.2
million for the comparable 2006 period.
Income from Rental Operations, Net
We sold our four U.S. leased facilities in September 2006; therefore, there is no income from
rental operations for the three months ended September 30, 2007. For the comparable 2006 period,
income from rental operations, net, related to these leased facilities was $0.3 million.
Other Income (Expense)
Other expense, net, was $0.2 million for the three months ended September 30, 2007 compared to
other expense, net, of $0.2 million for the comparable 2006 period. Other expense, net primarily
consists of foreign currency transaction losses, net of gains. Other income (expense) excludes the
cumulative translation effects and unrealized gains (losses) on financial derivatives that are
included in Accumulated Other Comprehensive Income in shareholders equity in the accompanying
Condensed Consolidated Balance Sheets.
Provision for Income Taxes
The provision for income taxes of $3.8 million for the three months ended September 30, 2007 was
based upon pre-tax book income of $16.0 million, compared to $6.6 million for the comparable 2006
period based upon pre-tax book income of $23.1 million. The effective tax rate for the three
months ended September 30, 2007 was 23.6% compared to an effective tax rate of 28.6% for the
comparable 2006 period. The 5.0% lower effective tax rate of 23.6% in 2007 was primarily due to
the effects of 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, and foreign income tax rate
differentials.
Net Income
As a result of the foregoing, we reported income from operations for the three months ended
September 30, 2007 of $14.9 million, compared to $21.8 million in the comparable 2006 period. This
decrease was principally attributable to a $16.8 million increase in direct salaries and related
costs, a $3.1 million increase in general and administrative expenses and a $13.9 million decrease
in net gain on disposal of property and equipment partially offset by a $26.8 million increase in
revenues and a $0.1 million decrease in impairment as previously
33
Sykes Enterprises, Incorporated and Subsidiaries
Managements Discussion and Analysis of Financial
Condition and Results of Operations
discussed. The $6.9 million decrease in income from operations, a $0.2 million increase in interest
income, offset by a $0.3 million decrease in income from rental operations, net, a $0.1 million
increase in other expense, net, and a $2.8 million lower tax provision resulted in net income of
$12.3 million for the three months ended September 30, 2007, a decrease of $4.3 million compared to
the same period in 2006.
Nine Months Ended September 30, 2007 Compared to Nine Months Ended September 30, 2006
Revenues
For the nine months ended September 30, 2007, we recognized consolidated revenues of $512.4
million, an increase of $96.8 million, or 23.3%, from $415.6 million of consolidated revenues for
the comparable 2006 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 67.9%, or $347.8 million, for
the nine months ended September 30, 2007, compared to 67.9%, or $282.4 million, for the comparable
2006 period. Revenues from the EMEA region, including Europe, the Middle East and Africa,
represented 32.1%, or $164.6 million, for the nine months ended September 30, 2007, compared to
32.1%, or $133.2 million, for the comparable 2006 period.
The increase in the Americas revenue of $65.4 million, or 23.2%, for the nine months ended
September 30, 2007, compared to the same period in 2006, reflects a broad-based growth in client
demand, including new and existing client relationships, within our offshore operations and Canada,
as well as an increase in revenue generated from our Argentina operations acquired in July 2006 of
$17.6 million and an increase in revenue from a performance incentive payment of $1.4 million
received by our Canadian operations related to our telemedicine program. New client relationships
represented 61.7% of the increase in the Americas revenue over the comparable 2006 period,
excluding contributions from our Argentina operations and the telemedicine performance incentive
mentioned above. Revenues from offshore operations represented 60.0% of Americas revenues for the
nine months ended September 30, 2007, compared to 53.9% for the comparable 2006 period. The trend
of generating more of our revenues from our offshore operations is likely to continue in 2007.
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 and costs of functional currency
fluctuations in offshore markets. Americas revenues for the nine months ended September 30, 2007
included a $1.7 million net gain on foreign currency hedges. Excluding this gain, the Americas
revenue increased $63.7 million compared with the same period last year.
The increase in EMEA revenues of $31.4 million, or 23.6%, for the nine months ended September 30,
2007, compared to the same period in 2006, reflects growth in client demand, including new and
existing client relationships, partially offset by certain program expirations. New client
relationships represented 34.3% of the increase in the EMEAs revenue over the comparable 2006
period. EMEA revenues for the nine months ended September 30, 2007 experienced a $12.2 million
increase as a result of the strength in the Euro compared to the same period in 2006. Excluding
this foreign currency impact, EMEA revenues increased $19.2 million compared with the same period
last year.
Direct Salaries and Related Costs
Direct salaries and related costs increased $63.7 million, or 24.2%, to $327.1 million for the nine
months ended September 30, 2007, from $263.4 million in the comparable 2006 period. This increase
included $13.1 million of direct salaries and related costs from our Argentina operations acquired
in July 2006 primarily consisting of compensation costs.
As a percentage of revenues, direct salaries and related costs increased to 63.8% for the nine
months ended September 30, 2007, from 63.4% for the comparable 2006 period. Excluding the $1.4
million revenue contribution from Canada mentioned above, as a percentage of revenues, direct
salaries and related costs increased to 64.0% for the nine months ended September 30, 2007. This
increase of 0.6% from the comparable 2006 period was attributable to higher salary costs of 1.2%,
including training costs associated with the ramp up of business in our offshore operations, and
other costs of 0.3%, partially offset by lower telephone costs of 0.6% and lower auto tow claim
costs in Canada of 0.3%. Although the strengthened Euro positively impacted
34
Sykes Enterprises, Incorporated and Subsidiaries
Managements Discussion and Analysis of Financial
Condition and Results of Operations
revenues, it negatively impacted direct salaries and related costs for the nine months ended
September 30, 2007 by approximately $8.4 million compared to the same period in 2006.
General and Administrative
General and administrative expenses increased $18.8 million, or 14.4%, to $149.4 million for the
nine months ended September 30, 2007, from $130.6 million in the comparable 2006 period. This
increase included $5.2 million of general and administrative costs from our Argentina operations
acquired in July 2006
As a percentage of revenues, general and administrative expenses decreased to 29.2% for the nine
months ended September 30, 2007 from 31.4% for the comparable 2006 period. Excluding the $1.4
million revenue contribution from Canada mentioned above, as a percentage of revenues, general and
administrative expenses remain unchanged at 29.2% for the nine months ended September 30, 2007.
This decrease of 2.2% from the comparable 2006 period was primarily attributable to lower
depreciation expense of 0.8%, charitable contribution of 0.5%, legal and professional fees incurred
of 0.5%, lease and equipment maintenance of 0.4%, telephone costs of 0.3% and insurance costs of
0.2% as a percentage of revenues, partially offset by higher stock-based compensation costs of 0.2%
and other costs of 0.3%. Although the strengthening Euro positively impacted revenues, it
negatively impacted general and administrative expenses for the nine months ended September 30,
2007 by $3.1 million compared to the same period in 2006.
Net Gain on Disposal of Property and Equipment
The net gain on disposal of property and equipment of $34.0 thousand for the nine months ended
September 30, 2007 compares to a $13.9 million gain on disposal of property and equipment for the
nine months ended September 30, 2006, which was primarily a result of the sale of four third party
leased U.S. customer contact management centers.
Impairment of Long-lived Assets
There was no impairment charge for the nine months ended September 30, 2007. The $0.4 million
impairment of long-lived assets for the comparable period in 2006 relates to a $0.3 million asset
impairment charge in one of our underutilized European customer contact management centers and a
$0.1 million charge for property and equipment no longer used in one of our Philippine facilities.
This impairment charge represented the amount by which the carrying value of the assets exceeded
the estimated fair value of those assets which cannot be redeployed to other locations.
Interest Income
Interest income was $4.4 million for the nine months ended September 30, 2007, compared to $5.2
million for the comparable 2006 period. Excluding interest income of $1.7 million on a foreign tax
settlement in the 2006 comparable period, interest income increased $0.9 million reflecting higher
levels of average interest-bearing investments in cash and cash equivalents and short-term
investments.
Interest Expense
Interest expense was $0.5 million for the nine months ended September 30, 2007 compared to $0.4
million for the comparable 2006 period, an increase of $0.1 million due to short-term debt
outstanding during 2007.
Income from Rental Operations, Net
We sold our four U.S. leased facilities in September 2006; therefore, there is no income from
rental operations for the nine months ended September 30, 2007. For the comparable 2006 period,
income from rental operations, net, related to these leased facilities was $1.2 million.
35
Sykes Enterprises, Incorporated and Subsidiaries
Managements Discussion and Analysis of Financial
Condition and Results of Operations
Other Income (Expense)
Other expense, net, was $1.2 million for the nine months ended September 30, 2007 compared to other
expense, net, of $0.4 million for the comparable 2006 period. The net increase in other expense of
$0.8 million was primarily attributable to an increase in foreign currency transaction losses, net
of gains. Other income (expense) excludes the cumulative translation effects and unrealized gains
(losses) on financial derivatives that are included in Accumulated Other Comprehensive Income in
shareholders equity in the accompanying Condensed Consolidated Balance Sheets.
Provision for Income Taxes
The provision for income taxes of $8.2 million for the nine months ended September 30, 2007 was
based upon pre-tax book income of $38.6 million, compared to $6.4 million for the comparable 2006
period based upon pre-tax book income of $40.6 million. The effective tax rate for the nine months
ended September 30, 2007 was 21.3% compared to an effective tax rate of 15.7% for the comparable
2006 period. The higher effective tax rate of 21.3% in 2007 was primarily due to FIN 48
adjustments related to interest and penalties, the effects of permanent differences and losses in
jurisdictions for which tax benefits cannot 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, foreign income tax rate differentials, income tax benefits from tax holiday
jurisdictions and non-recurring tax benefits resulting from the Canadian tax appeals settlement of
$3.0 million received in 2006.
Net Income
As a result of the foregoing, we reported income from operations for the nine months ended
September 30, 2007 of $35.9 million, compared to $35.0 million in the comparable 2006 period. This
increase was principally attributable to a $96.8 million increase in revenues and a $0.4 million
decrease in impairment charges, partially offset by a $63.7 million increase in direct salaries and
related costs, an $18.8 million increase in general and administrative expenses and a $13.8 million
decrease in net gain on disposal of property and equipment, as previously discussed. The $0.9
million increase in income from operations, a $0.8 million decrease in interest income, a $1.2
million decrease in income from rental operations, net, a $0.8 million increase in other expense,
net, a $0.1 million increase in interest expense and a $1.8 million higher tax provision resulted
in net income of $30.4 million for the nine months ended September 30, 2007, a decrease of $3.8
million compared to the same period in 2006.
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 nine 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 nine months ended
September 30, 2007, we did not repurchase common shares under the 2002 repurchase program.
During the nine months ended September 30, 2007, we generated $35.2 million in cash from operating
activities, $1.6 million from the release of restricted cash, received $0.5 million in cash from
issuance of stock and $0.1 million in proceeds on the sale of property and equipment. Further, we
used $22.8 million for capital expenditures, purchased $17.5 million in short-term investments,
settled contingencies of $1.6 million related to the purchase of Apex, invested $0.4 million in
restricted cash and $0.1 million in other investing activities resulting in an $8.5 million
increase in available cash (including the favorable effects of international currency exchange
rates on cash of $13.5 million).
36
Sykes Enterprises, Incorporated and Subsidiaries
Managements Discussion and Analysis of Financial
Condition and Results of Operations
Net cash flows provided by operating activities for the nine months ended September 30, 2007 were
$35.2 million, compared to $32.6 million for the comparable 2006 period. The $2.6 million increase
in net cash flows from operating activities was due to a $11.0 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 partially offset by a
decrease of $3.8 million in net income and a net decrease of $4.6 million in cash flows from assets
and liabilities. The $4.6 million net change was principally a result of a $7.7 million decrease in
deferred revenue, a $0.7 million increase in other assets and a $0.4 million decrease in income
taxes payable partially offset by a $4.0 million decrease in receivables and a $0.2 million
increase in other liabilities.
Capital expenditures, which are generally funded by cash generated from operating activities,
available cash balances and borrowings available under our credit facilities, were $22.8 million
for the nine months ended September 30, 2007, compared to $11.3 million for the comparable 2006
period, an increase of $11.5 million. During the nine months ended September 30, 2007,
approximately 49% of the capital expenditures were the result of investing in new and existing
customer contact management centers, primarily offshore, and 51% was expended primarily for
maintenance and systems infrastructure. In 2007, we anticipate capital expenditures in the range of
$27.0 million to $29.0 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 nine
months of 2007 and 2006 and no outstanding balances as of September 30, 2007 and December 31, 2006,
with $50.0 million availability on the Credit Facility. At September 30, 2007, we were in
compliance with all loan requirements of the Credit Facility.
At September 30, 2007, we had $167.0 million in cash and cash equivalents, of which approximately
96% or $160.0 million, was held in international operations and may be subject to additional taxes
if repatriated to the United States. Additionally, we had $17.5 million invested in short-term
investments in the United States at September 30, 2007.
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.
Off-Balance Sheet Arrangements and Other
At September 30, 2007, 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.
37
Sykes Enterprises, Incorporated and Subsidiaries
Managements Discussion and Analysis of Financial
Condition and Results of Operations
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 September 30, 2007, we had $4.5 million of unrecognized tax benefits, a net decrease of $4.6
million from $9.1 million as of January 1, 2007. The decrease relates primarily to the recognition
of tax benefits as a result of a favorable lower court ruling. Except for $0.2 million of the
unrecognized tax benefits as of September 30, 2007, which is under examination by the tax
authorities, the Company does not believe it is reasonably possible that its unrecognized tax
benefits will significantly change within the next twelve months. In addition, we had a $2.6
million liability for interest and penalties related to unrecognized tax benefits as of September
30, 2007. Due to the nature of these liabilities, we are unable to determine the timing of expected
cash payments that we may be required to make, if any. For a presentation of contractual
obligations as of December 31, 2006, 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, 2006 filed with the SEC.
In June 2007 we entered into an agreement with a telecommunications equipment provider obligating
us to purchase a minimum of $7.0 million of hardware and software over the next five years, subject
to cancellation penalties up to 65% of the unused commitment. We expect cash payments to be made
ratably over the next five years.
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:
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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. |
38
Sykes Enterprises, Incorporated and Subsidiaries
Managements Discussion and Analysis of Financial
Condition and Results of Operations
|
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We 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. Deferred revenue included in current
liabilities in the accompanying Condensed Consolidated Balance Sheets includes estimated
penalties and holdbacks of approximately $3.3 million and $5.3 million as of September 30, 2007
and December 31, 2006, respectively, for failure to meet specified minimum service levels in
certain contracts and other performance based contingencies. |
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Product sales, accounted for within our fulfillment services, are recognized upon shipment to
the customer and satisfaction of all obligations. |
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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, the Company has 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 the Companys control. Fair value is the price of a deliverable when
it is regularly sold on a standalone basis, which generally consists of vendor-specific
objective evidence of fair value. If there is no evidence of the fair value for a delivered
product or service, revenue is allocated first to the fair value of the undelivered product or
service and then the residual revenue is allocated to the delivered product or service. If there
is no evidence of the fair value for an undelivered product or service, the contract(s) is
accounted for as a single unit of accounting, resulting in delay of revenue recognition for the
delivered product or service until the undelivered product or service portion of the contract is
complete. The Company recognizes revenue for delivered elements only when the fair values of
undelivered elements are known, uncertainties regarding client acceptance are resolved, and
there are no client-negotiated refund or return rights affecting the revenue recognized for
delivered elements. Once the Company determines the allocation of revenue between deliverable
elements, there are no further changes in the revenue allocation. 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. |
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We maintain allowances for doubtful accounts of $2.6 million as of September 30, 2007, or
1.9% of trade receivables, for estimated losses arising from the inability of our customers to
make required payments. If the financial condition of our customers were to deteriorate,
resulting in a reduced ability to make payments, additional allowances may be required which
would reduce income from operations. |
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We reduce deferred tax assets by a valuation allowance if, based on the weight of available
evidence for each respective tax jurisdiction, it is more likely than not that some portion or
all of such deferred tax assets will not be realized. The valuation allowance for a particular
tax jurisdiction is allocated between current and noncurrent deferred tax assets for that
jurisdiction on a pro-rata basis. Available evidence which is considered in determining the
amount of valuation allowance required includes, but is not limited to, our estimate of future
taxable income and any applicable tax-planning strategies. At December 31, 2006, management
determined that a valuation allowance of approximately $35.3 million was necessary to reduce
U.S. deferred tax assets by $10.4 million and foreign deferred tax assets by $24.9 million,
where it was more likely than not that some portion or all of such deferred tax assets will
not be realized. The recoverability of the remaining net deferred tax asset of $17.5 million
at December 31, 2006 is dependent upon future profitability within each tax jurisdiction. As
of September 30, 2007, 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. |
39
Sykes Enterprises, Incorporated and Subsidiaries
Managements Discussion and Analysis of Financial
Condition and Results of Operations
|
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We review long-lived assets, which had a carrying value of $105.9 million as of September
30, 2007, 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, 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. See Note 8 Income Taxes for further information.
In May 2007, the FASB issued FASB Staff Position FIN 48-1 (FSP FIN 48-1), Definition of Settlement
in FASB Interpretation No. 48. FSP FIN 48-1 provides guidance on how to determine whether a tax
position is effectively settled for the purpose of recognizing previously unrecognized tax
benefits. FSP FIN 48-1 is effective retroactively to January 1, 2007. The implementation of this
standard did not have a material impact on our financial condition, results of operations or cash
flows.
In September 2006, the FASB issued SFAS No. 157 (SFAS 157), Fair Value Measurements, which
defines fair value, establishes a framework for measuring fair value in accordance with generally
accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 is
effective for fiscal years beginning after November 15, 2007. We are currently evaluating the
impact of this standard on our financial condition, results of operations and cash flows.
In September 2006, the FASB issued SFAS No. 158 (SFAS 158), Employers Accounting for Defined
Benefit Pension and Other Postretirement Plans an amendment of FASB Statements No. 87, 88, 106
and 132(R). SFAS 158 requires a company to (a) recognize in its statement of financial position an
asset for a plans overfunded status or a liability for a plans underfunded status (b) measure a
plans assets and its obligations that determine its funded status as of the end of the employers
fiscal year, and (c) recognize changes in the funded status of a defined postretirement plan in the
year in which the changes occur (reported in accumulated other comprehensive income).
Subsequently, the FASB issued Staff Position No. 158-1, Conforming Amendments to the Illustrations
in FASB Statements No. 87, No. 88, and No. 106 and to the Related Staff Implementation Guidance to
amend the illustrations contained in the appendices, of Statements 87, 88, and 106 to require
recognition of the funded status of defined benefit postretirement plans in an employers statement
of financial position. We adopted SFAS 158 on December 31, 2006 which resulted in a $1.0 million
non-cash charge to equity, net of deferred taxes and a $1.6 million non-cash increase in total
liabilities. See Note 12 Pension Plan, for further information.
In November 2006, the EITF reached a tentative conclusion on Issue No. 06-10 (EITF 06-10),
Accounting for Deferred Compensation and Postretirement Benefit Aspects of Collateral Assignment
Split-Dollar Life Insurance Arrangements. EITF 06-10 provides guidance on the employers
recognition of 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 effective date of EITF 06-10 is for fiscal years beginning after
December 15, 2007. We are currently evaluating the impact of EITF 06-10 on our financial
condition, results of operations and cash flows.
In February 2007, the FASB issued SFAS No. 159 (SFAS 159), The Fair Value Option for Financial
Assets and Financial Liabilities including an amendment to FASB Statement No. 115, which
permits an entity to measure certain financial assets and financial liabilities at fair value.
Under SFAS 159, entities that elect the fair
40
Sykes Enterprises, Incorporated and Subsidiaries
Managements Discussion and Analysis of Financial
Condition and Results of Operations
value option will report unrealized gains and losses in earnings at each subsequent reporting date.
The fair value option may be elected on an instrument-by-instrument basis, with few exceptions, as
long as it is applied to the instrument in its entirety. SFAS 159 is effective for fiscal years
beginning after November 15, 2007. We are currently evaluating the impact of this standard on our
financial condition, results of operations and cash flows.
41
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended September 30, 2007
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 62.2% of our exposure related to the anticipated cash flow
requirements denominated in PHP, we had outstanding forward contracts as of September 30, 2007 with
counterparties to acquire a total of PHP 5.1 billion through December 2008 at fixed prices of
$111.1 million U.S. dollars. As of September 30, 2007, we had net total derivative assets
associated with these contracts of $1.9 million, which settle within the next 15 months. The fair
value of these derivative instruments as of September 30, 2007 is presented in Note 3 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 $17.9 million loss on
the underlying exposures of the derivative instruments. However, this loss would be partially
offset by a corresponding gain of $12.3 million in our underlying exposures.
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 September 30, 2007, 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, 2006, quarterly revenues as a percentage of total consolidated
annual revenues were approximately 23%, 23%, 26% and 28%, 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.
42
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended September 30, 2007
Item 4 Controls and Procedures
As of September 30, 2007, 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
September 30, 2007, 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 September 30, 2007 that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.
43
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended September 30, 2007
Part
II OTHER INFORMATION
Item 1
Legal Proceedings
One of the Companys European subsidiaries has received several inquiries from a regulatory agency
related to privacy claims associated with the alleged inappropriate acquisition of personal bank
account information. Several of the inquiries have resulted in sanctions against the Company
approximating $0.9 million. In order to appeal the sanctions through the court system, the Company
issued a bank guarantee. Management believes that the sanctions made in connection with this matter
are without merit, and intends to vigorously pursue the reversal of the proposed sanctions. The
Company has recorded these amounts in Deferred Charges and Other Assets in the accompanying
Condensed Consolidated Balance Sheets as of September 30, 2007. The Company has not accrued any
amounts related to these claims under SFAS No. 5, Accounting for Contingencies because it does
not believe that a loss is probable, and it is not currently possible to reasonably estimate the
amount of any loss related to these claims.
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 September 30, 2007 (in thousands,
except average price per share). See Note 9, Earnings Per Share, to the Condensed Consolidated
Financial Statements for information regarding our stock repurchase program.
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Maximum |
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Total Number of |
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Number Of |
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Shares Purchased |
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Shares That May |
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Average |
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as Part of |
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Yet Be |
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Total Number |
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Price |
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Publicly |
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Purchased |
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of Shares |
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Paid Per |
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Announced Plans |
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Under Plans or |
Period |
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Purchased (1) |
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Share |
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or Programs |
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Programs |
July 1, 2007 July 31, 2007 |
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1,644 |
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1,356 |
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August 1, 2007 August 31, 2007 |
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1,644 |
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1,356 |
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September 1, 2007 September 30, 2007 |
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1,644 |
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1,356 |
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(1) |
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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:
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15
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Awareness letter. |
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31.1
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Certification of Chief Executive Officer, pursuant to Rule 13a-14(a). |
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31.2
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Certification of Chief Financial Officer, pursuant to Rule 13a-14(a). |
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32.1
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Certification of Chief Executive Officer, pursuant to 18 U.S.C. §1350. |
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32.2
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Certification of Chief Financial Officer, pursuant to 18 U.S.C. §1350. |
44
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended September 30, 2007
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.
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SYKES ENTERPRISES, INCORPORATED
(Registrant) |
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Date: November 6, 2007
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By:
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/s/ W. Michael Kipphut
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W. Michael Kipphut |
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Senior Vice President and Chief Financial Officer |
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(Principal Financial and Accounting Officer) |
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45
EXHIBIT INDEX
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Exhibit |
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Number |
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15
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Awareness letter. |
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31.1
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Certification of Chief Executive Officer, pursuant to Rule 13a-14(a). |
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31.2
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Certification of Chief Financial Officer, pursuant to Rule 13a-14(a). |
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32.1
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Certification of Chief Executive Officer, pursuant to 18 U.S.C. §1350. |
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32.2
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Certification of Chief Financial Officer, pursuant to 18 U.S.C. §1350. |