UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended June 30, 20192020

 

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)

 

Florida

 

56-1383460

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

400 North Ashley Drive, Suite 2800, Tampa, FL     33602

(Address of principal executive offices)    (Zip Code)

 

Registrant’s telephone number, including area code:  (813) 274-1000

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.01 par value

 

SYKE

 

NASDAQ Global Select Market

 

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 No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes   No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

 

Accelerated filer

Non-accelerated filer

 

 

Smaller reporting company

 

 

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes   No

 

As of July 18, 2019,16, 2020, there were 41,590,91140,055,088 outstanding shares of common stock.

 

 

 


Sykes Enterprises, Incorporated and Subsidiaries

 

Form 10-Q

 

INDEX

 

PART I.  FINANCIAL INFORMATION

 

3

 

 

 

Item 1.

 

Financial Statements

 

3

 

 

Condensed Consolidated Balance Sheets – June 30, 20192020 and December 31, 20182019 (Unaudited)

 

3

 

 

Condensed Consolidated Statements of Operations – Three and Six Months Ended June 30, 20192020 and 20182019 (Unaudited)

 

4

 

 

Condensed Consolidated Statements of Comprehensive Income (Loss) – Three and Six Months Ended June 30, 20192020 and 20182019 (Unaudited)

 

5

 

 

Condensed Consolidated Statements of Changes in Shareholders’ Equity – Three and Six Months Ended June 30, 20192020 and 20182019 (Unaudited)

 

6

 

 

Condensed Consolidated Statements of Cash Flows – Six Months Ended June 30, 20192020 and 20182019 (Unaudited)

 

7

 

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

98

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

3829

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

5039

Item 4.

 

Controls and Procedures

 

5140

 

 

 

Part II.  OTHER INFORMATION

 

5241

 

 

 

 

 

Item 1.

 

Legal Proceedings

 

5241

Item 1A.

 

Risk Factors

 

5241

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

5241

Item 3.

 

Defaults Upon Senior Securities

 

5241

Item 4.

 

Mine Safety Disclosures

 

5241

Item 5.

 

Other Information

 

5242

Item 6.

 

Exhibits

 

5342

 

 

SIGNATURE

 

5443

 

 

 


PART I.  FINANCIAL INFORMATION

 

Item 1.  Financial Statements

 

Sykes Enterprises, Incorporated and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

 

(in thousands, except per share data)

June 30, 2019

 

 

December 31, 2018

 

June 30, 2020

 

 

December 31, 2019

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

136,631

 

 

$

128,697

 

$

129,050

 

 

$

127,246

 

Receivables, net

 

351,191

 

 

 

347,425

 

Receivables, net of allowance of $4.2 million and $3.5 million, respectively

 

383,512

 

 

 

390,147

 

Prepaid expenses

 

21,681

 

 

 

23,754

 

 

20,891

 

 

 

20,868

 

Other current assets

 

20,222

 

 

 

16,761

 

 

18,626

 

 

 

20,525

 

Total current assets

 

529,725

 

 

 

516,637

 

 

552,079

 

 

 

558,786

 

Property and equipment, net

 

125,739

 

 

 

135,418

 

 

119,412

 

 

 

125,990

 

Operating lease right-of-use assets

 

210,836

 

 

 

 

 

188,676

 

 

 

205,112

 

Goodwill, net

 

306,050

 

 

 

302,517

 

 

306,712

 

 

 

311,247

 

Intangibles, net

 

165,509

 

 

 

174,031

 

 

148,573

 

 

 

158,420

 

Deferred charges and other assets

 

47,982

 

 

 

43,364

 

 

54,381

 

 

 

55,945

 

$

1,385,841

 

 

$

1,171,967

 

$

1,369,833

 

 

$

1,415,500

 

Liabilities and Shareholders' Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

$

25,128

 

 

$

26,923

 

$

27,532

 

 

$

33,591

 

Accrued employee compensation and benefits

 

104,174

 

 

 

95,813

 

 

116,726

 

 

 

109,591

 

Income taxes payable

 

126

 

 

 

1,433

 

 

7,737

 

 

 

3,637

 

Deferred revenue and customer liabilities

 

28,557

 

 

 

30,176

 

 

24,294

 

 

 

26,621

 

Operating lease liabilities

 

48,864

 

 

 

 

 

54,948

 

 

 

50,863

 

Other accrued expenses and current liabilities

 

25,654

 

 

 

31,235

 

 

28,770

 

 

 

29,330

 

Total current liabilities

 

232,503

 

 

 

185,580

 

 

260,007

 

 

 

253,633

 

Long-term debt

 

92,000

 

 

 

102,000

 

 

49,000

 

 

 

73,000

 

Long-term income tax liabilities

 

22,116

 

 

 

23,787

 

 

20,469

 

 

 

22,286

 

Long-term operating lease liabilities

 

174,189

 

 

 

 

 

147,312

 

 

 

166,810

 

Other long-term liabilities

 

24,504

 

 

 

33,991

 

 

30,260

 

 

 

25,296

 

Total liabilities

 

545,312

 

 

 

345,358

 

 

507,048

 

 

 

541,025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments and loss contingency (Note 13)

 

 

 

 

 

 

 

Commitments and loss contingencies (Note 12)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders' equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock, $0.01 par value per share, 10,000 shares authorized;

no shares issued and outstanding

 

 

 

 

 

Common stock, $0.01 par value per share, 200,000 shares authorized;

42,091 and 42,778 shares issued, respectively

 

421

 

 

 

428

 

Preferred stock, $0.01 par value per share, 10,000 shares authorized;

0 shares issued and outstanding

 

 

 

 

 

Common stock, $0.01 par value per share, 200,000 shares authorized;

40,055 and 41,549 shares issued, respectively

 

401

 

 

 

416

 

Additional paid-in capital

 

288,879

 

 

 

286,544

 

 

291,814

 

 

 

288,935

 

Retained earnings

 

609,791

 

 

 

598,788

 

 

634,943

 

 

 

634,668

 

Accumulated other comprehensive income (loss)

 

(48,564

)

 

 

(56,775

)

 

(61,680

)

 

 

(47,001

)

Treasury stock at cost: 408 and 126 shares, respectively

 

(9,998

)

 

 

(2,376

)

Treasury stock at cost: 133 and 128 shares, respectively

 

(2,693

)

 

 

(2,543

)

Total shareholders' equity

 

840,529

 

 

 

826,609

 

 

862,785

 

 

 

874,475

 

$

1,385,841

 

 

$

1,171,967

 

$

1,369,833

 

 

$

1,415,500

 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 


Sykes Enterprises, Incorporated and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in thousands, except per share data)

2019

 

 

2018

 

 

2019

 

 

2018

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Revenues

$

389,006

 

 

$

396,785

 

 

$

791,931

 

 

$

811,156

 

$

416,833

 

 

$

389,006

 

 

$

827,999

 

 

$

791,931

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct salaries and related costs

 

252,161

 

 

 

264,924

 

 

 

513,889

 

 

 

539,996

 

 

268,433

 

 

 

252,161

 

 

 

535,378

 

 

 

513,889

 

General and administrative

 

104,282

 

 

 

102,037

 

 

 

208,962

 

 

 

204,477

 

 

102,664

 

 

 

104,282

 

 

 

205,911

 

 

 

208,962

 

Depreciation, net

 

13,052

 

 

 

14,560

 

 

 

26,949

 

 

 

29,396

 

 

12,630

 

 

 

13,052

 

 

 

25,091

 

 

 

26,949

 

Amortization of intangibles

 

4,127

 

 

 

3,629

 

 

 

8,413

 

 

 

7,842

 

 

4,093

 

 

 

4,127

 

 

 

8,212

 

 

 

8,413

 

Impairment of long-lived assets

 

129

 

 

 

5,175

 

 

 

1,711

 

 

 

8,701

 

 

1,800

 

 

 

129

 

 

 

1,800

 

 

 

1,711

 

Total operating expenses

 

373,751

 

 

 

390,325

 

 

 

759,924

 

 

 

790,412

 

 

389,620

 

 

 

373,751

 

 

 

776,392

 

 

 

759,924

 

Income from operations

 

15,255

 

 

 

6,460

 

 

 

32,007

 

 

 

20,744

 

 

27,213

 

 

 

15,255

 

 

 

51,607

 

 

 

32,007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

192

 

 

 

175

 

 

 

377

 

 

 

346

 

 

165

 

 

 

192

 

 

 

428

 

 

 

377

 

Interest (expense)

 

(1,179

)

 

 

(1,149

)

 

 

(2,357

)

 

 

(2,355

)

 

(560

)

 

 

(1,179

)

 

 

(1,280

)

 

 

(2,357

)

Other income (expense), net

 

(533

)

 

 

(537

)

 

 

77

 

 

 

(382

)

 

1,797

 

 

 

(533

)

 

 

(2,996

)

 

 

77

 

Total other income (expense), net

 

(1,520

)

 

 

(1,511

)

 

 

(1,903

)

 

 

(2,391

)

 

1,402

 

 

 

(1,520

)

 

 

(3,848

)

 

 

(1,903

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

13,735

 

 

 

4,949

 

 

 

30,104

 

 

 

18,353

 

 

28,615

 

 

 

13,735

 

 

 

47,759

 

 

 

30,104

 

Income taxes

 

2,466

 

 

 

(2,229

)

 

 

7,148

 

 

 

227

 

 

6,385

 

 

 

2,466

 

 

 

11,611

 

 

 

7,148

 

Net income

$

11,269

 

 

$

7,178

 

 

$

22,956

 

 

$

18,126

 

$

22,230

 

 

$

11,269

 

 

$

36,148

 

 

$

22,956

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.27

 

 

$

0.17

 

 

$

0.55

 

 

$

0.43

 

$

0.55

 

 

$

0.27

 

 

$

0.89

 

 

$

0.55

 

Diluted

$

0.27

 

 

$

0.17

 

 

$

0.54

 

 

$

0.43

 

$

0.55

 

 

$

0.27

 

 

$

0.88

 

 

$

0.54

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

42,038

 

 

 

42,125

 

 

 

42,107

 

 

 

42,035

 

 

40,318

 

 

 

42,038

 

 

 

40,726

 

 

 

42,107

 

Diluted

 

42,094

 

 

 

42,160

 

 

 

42,200

 

 

 

42,197

 

 

40,380

 

 

 

42,094

 

 

 

40,857

 

 

 

42,200

 

 

See accompanying Notes to Condensed Consolidated Financial Statements.


Sykes Enterprises, Incorporated and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in thousands)

2019

 

 

2018

 

 

2019

 

 

2018

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net income

$

11,269

 

 

$

7,178

 

 

$

22,956

 

 

$

18,126

 

$

22,230

 

 

$

11,269

 

 

$

36,148

 

 

$

22,956

 

Other comprehensive income (loss), net of taxes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments, net of taxes

 

2,339

 

 

 

(13,597

)

 

 

3,701

 

 

 

(13,306

)

Foreign currency translation adjustments

 

8,311

 

 

 

2,339

 

 

 

(13,039

)

 

 

3,701

 

Unrealized gain (loss) on cash flow hedging

instruments, net of taxes

 

2,828

 

 

 

(481

)

 

 

4,500

 

 

 

(3,374

)

 

(253

)

 

 

2,828

 

 

 

(1,595

)

 

 

4,500

 

Unrealized actuarial gain (loss) related to pension

liability, net of taxes

 

35

 

 

 

(46

)

 

 

20

 

 

 

(129

)

 

16

 

 

 

35

 

 

 

(1

)

 

 

20

 

Unrealized gain (loss) on postretirement obligation, net

of taxes

 

(5

)

 

 

(10

)

 

 

(10

)

 

 

(20

)

 

(22

)

 

 

(5

)

 

 

(44

)

 

 

(10

)

Other comprehensive income (loss), net of taxes

 

5,197

 

 

 

(14,134

)

 

 

8,211

 

 

 

(16,829

)

 

8,052

 

 

 

5,197

 

 

 

(14,679

)

 

 

8,211

 

Comprehensive income (loss)

$

16,466

 

 

$

(6,956

)

 

$

31,167

 

 

$

1,297

 

$

30,282

 

 

$

16,466

 

 

$

21,469

 

 

$

31,167

 

 

See accompanying Notes to Condensed Consolidated Financial Statements.


Sykes Enterprises, Incorporated and Subsidiaries

Condensed Consolidated Statements of Changes in Shareholders’ Equity

(Unaudited)

 

Common Stock

 

 

Additional

 

 

 

 

 

 

Accumulated

Other

 

 

 

 

 

 

 

 

 

(in thousands)

Shares

Issued

 

 

Amount

 

 

Paid-in

Capital

 

 

Retained

Earnings

 

 

Comprehensive

Income (Loss)

 

 

Treasury

Stock

 

 

Total

 

Balance at December 31, 2019

 

41,549

 

 

$

416

 

 

$

288,935

 

 

$

634,668

 

 

$

(47,001

)

 

$

(2,543

)

 

$

874,475

 

Stock-based compensation expense

 

 

 

 

 

 

 

1,860

 

 

 

 

 

 

 

 

 

 

 

 

1,860

 

Issuance of common stock under equity

award plans, net of forfeitures

 

(146

)

 

 

(2

)

 

 

69

 

 

 

 

 

 

 

 

 

(67

)

 

 

 

Shares repurchased for tax withholding on

equity awards

 

(39

)

 

 

 

 

 

(1,009

)

 

 

 

 

 

 

 

 

 

 

 

(1,009

)

Repurchase of common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(22,909

)

 

 

(22,909

)

Retirement of treasury stock

 

(860

)

 

 

(9

)

 

 

(26

)

 

 

(22,874

)

 

 

 

 

 

22,909

 

 

 

 

Comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

13,918

 

 

 

(22,731

)

 

 

 

 

 

(8,813

)

Balance at March 31, 2020

 

40,504

 

 

 

405

 

 

 

289,829

 

 

 

625,712

 

 

 

(69,732

)

 

 

(2,610

)

 

 

843,604

 

Stock-based compensation expense

 

 

 

 

 

 

 

2,042

 

 

 

 

 

 

 

 

 

 

 

 

2,042

 

Issuance of common stock under equity

award plans, net of forfeitures

 

57

 

 

 

1

 

 

 

82

 

 

 

 

 

 

 

 

 

(83

)

 

 

 

Shares repurchased for tax withholding on

equity awards

 

(6

)

 

 

 

 

 

(124

)

 

 

 

 

 

 

 

 

 

 

 

(124

)

Repurchase of common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(13,019

)

 

 

(13,019

)

Retirement of treasury stock

 

(500

)

 

 

(5

)

 

 

(15

)

 

 

(12,999

)

 

 

 

 

 

13,019

 

 

 

 

Comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

22,230

 

 

 

8,052

 

 

 

 

 

 

30,282

 

Balance at June 30, 2020

 

40,055

 

 

$

401

 

 

$

291,814

 

 

$

634,943

 

 

$

(61,680

)

 

$

(2,693

)

 

$

862,785

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Additional

 

 

 

 

 

 

Accumulated

Other

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Additional

 

 

 

 

 

 

Accumulated

Other

 

 

 

 

 

 

 

 

 

(in thousands)

Shares

Issued

 

 

Amount

 

 

Paid-in

Capital

 

 

Retained

Earnings

 

 

Comprehensive

Income (Loss)

 

 

Treasury

Stock

 

 

Total

 

Shares

Issued

 

 

Amount

 

 

Paid-in

Capital

 

 

Retained

Earnings

 

 

Comprehensive

Income (Loss)

 

 

Treasury

Stock

 

 

Total

 

Balance at December 31, 2018

 

42,778

 

 

$

428

 

 

$

286,544

 

 

$

598,788

 

 

$

(56,775

)

 

$

(2,376

)

 

$

826,609

 

 

42,778

 

 

$

428

 

 

$

286,544

 

 

$

598,788

 

 

$

(56,775

)

 

$

(2,376

)

 

$

826,609

 

Cumulative effect of accounting change –

adoption of ASC 842, Leases (Note 3)

 

 

 

 

 

 

 

 

 

 

110

 

 

 

 

 

 

 

 

 

110

 

Cumulative effect of accounting change –

adoption of ASC 842, Leases

 

 

 

 

 

 

 

 

 

 

110

 

 

 

 

 

 

 

 

 

110

 

Stock-based compensation expense

 

 

 

 

 

 

 

1,890

 

 

 

 

 

 

 

 

 

 

 

 

1,890

 

 

 

 

 

 

 

 

1,890

 

 

 

 

 

 

 

 

 

 

 

 

1,890

 

Issuance of common stock under equity

award plans, net of forfeitures

 

(168

)

 

 

(2

)

 

 

182

 

 

 

 

 

 

 

 

 

(180

)

 

 

 

 

(168

)

 

 

(2

)

 

 

182

 

 

 

 

 

 

 

 

 

(180

)

 

 

 

Shares repurchased for tax withholding on

equity awards

 

(45

)

 

 

 

 

 

(1,269

)

 

 

 

 

 

 

 

 

 

 

 

(1,269

)

 

(45

)

 

 

 

 

 

(1,269

)

 

 

 

 

 

 

 

 

 

 

 

(1,269

)

Comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

11,687

 

 

 

3,014

 

 

 

 

 

 

14,701

 

 

 

 

 

 

 

 

 

 

 

11,687

 

 

 

3,014

 

 

 

 

 

 

14,701

 

Balance at March 31, 2019

 

42,565

 

 

 

426

 

 

 

287,347

 

 

 

610,585

 

 

 

(53,761

)

 

 

(2,556

)

 

 

842,041

 

 

42,565

 

 

 

426

 

 

 

287,347

 

 

 

610,585

 

 

 

(53,761

)

 

 

(2,556

)

 

 

842,041

 

Stock-based compensation expense

 

 

 

 

 

 

 

2,200

 

 

 

 

 

 

 

 

 

 

 

 

2,200

 

 

 

 

 

 

 

 

2,200

 

 

 

 

 

 

 

 

 

 

 

 

2,200

 

Issuance of common stock under equity

award plans, net of forfeitures

 

26

 

 

 

 

 

 

123

 

 

 

 

 

 

 

 

 

(123

)

 

 

 

 

26

 

 

 

 

 

 

123

 

 

 

 

 

 

 

 

 

(123

)

 

 

 

Repurchase of common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(20,178

)

 

 

(20,178

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(20,178

)

 

 

(20,178

)

Retirement of treasury stock

 

(500

)

 

 

(5

)

 

 

(791

)

 

 

(12,063

)

 

 

 

 

 

12,859

 

 

 

 

 

(500

)

 

 

(5

)

 

 

(791

)

 

 

(12,063

)

 

 

 

 

 

12,859

 

 

 

 

Comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

11,269

 

 

 

5,197

 

 

 

 

 

 

16,466

 

 

 

 

 

 

 

 

 

 

 

11,269

 

 

 

5,197

 

 

 

 

 

 

16,466

 

Balance at June 30, 2019

 

42,091

 

 

$

421

 

 

$

288,879

 

 

$

609,791

 

 

$

(48,564

)

 

$

(9,998

)

 

$

840,529

 

 

42,091

 

 

$

421

 

 

$

288,879

 

 

$

609,791

 

 

$

(48,564

)

 

$

(9,998

)

 

$

840,529

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Additional

 

 

 

 

 

 

Accumulated

Other

 

 

 

 

 

 

 

 

 

(in thousands)

Shares

Issued

 

 

Amount

 

 

Paid-in

Capital

 

 

Retained

Earnings

 

 

Comprehensive

Income (Loss)

 

 

Treasury

Stock

 

 

Total

 

Balance at December 31, 2017

 

42,899

 

 

$

429

 

 

$

282,385

 

 

$

546,843

 

 

$

(31,104

)

 

$

(2,074

)

 

$

796,479

 

Cumulative effect of accounting change –

adoption of ASC 606, Revenues (Note 2)

 

 

 

 

 

 

 

 

 

 

3,019

 

 

 

 

 

 

 

 

 

3,019

 

Stock-based compensation expense

 

 

 

 

 

 

 

2,077

 

 

 

 

 

 

 

 

 

 

 

 

2,077

 

Issuance of common stock under equity

award plans, net of forfeitures

 

18

 

 

 

 

 

 

59

 

 

 

 

 

 

 

 

 

(59

)

 

 

 

Shares repurchased for tax withholding on

equity awards

 

(118

)

 

 

(1

)

 

 

(3,681

)

 

 

 

 

 

 

 

 

 

 

 

(3,682

)

Comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

10,948

 

 

 

(2,695

)

 

 

 

 

 

8,253

 

Balance at March 31, 2018

 

42,799

 

 

 

428

 

 

 

280,840

 

 

 

560,810

 

 

 

(33,799

)

 

 

(2,133

)

 

 

806,146

 

Stock-based compensation expense

 

 

 

 

 

 

 

1,673

 

 

 

 

 

 

 

 

 

 

 

 

1,673

 

Issuance of common stock under equity

award plans, net of forfeitures

 

22

 

 

 

 

 

 

109

 

 

 

 

 

 

 

 

 

(109

)

 

 

 

Comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

7,178

 

 

 

(14,134

)

 

 

 

 

 

(6,956

)

Balance at June 30, 2018

 

42,821

 

 

$

428

 

 

$

282,622

 

 

$

567,988

 

 

$

(47,933

)

 

$

(2,242

)

 

$

800,863

 

 

 

See accompanying Notes to Condensed Consolidated Financial Statements.


Sykes Enterprises, Incorporated and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

Six Months Ended June 30,

 

(in thousands)

2019

 

 

2018

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net income

$

22,956

 

 

$

18,126

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation

 

27,066

 

 

 

29,651

 

Amortization of intangibles

 

8,413

 

 

 

7,842

 

Amortization of deferred grants

 

(181

)

 

 

(344

)

Impairment losses

 

1,711

 

 

 

8,701

 

Unrealized foreign currency transaction (gains) losses, net

 

(603

)

 

 

(370

)

Stock-based compensation expense

 

4,090

 

 

 

3,750

 

Deferred income tax provision (benefit)

 

325

 

 

 

1,070

 

Unrealized (gains) losses and premiums on financial instruments, net

 

(304

)

 

 

625

 

Amortization of deferred loan fees

 

140

 

 

 

134

 

Other

 

417

 

 

 

(90

)

Changes in assets and liabilities, net of acquisitions:

 

 

 

 

 

 

 

Receivables, net

 

(1,214

)

 

 

(8,370

)

Prepaid expenses

 

(1,122

)

 

 

(1,611

)

Other current assets

 

(896

)

 

 

(2,016

)

Deferred charges and other assets

 

(3,196

)

 

 

(2,186

)

Accounts payable

 

(2,824

)

 

 

(5,499

)

Income taxes receivable / payable

 

(5,225

)

 

 

(6,526

)

Accrued employee compensation and benefits

 

6,489

 

 

 

(2,349

)

Other accrued expenses and current liabilities

 

1,228

 

 

 

5,079

 

Deferred revenue and customer liabilities

 

(2,435

)

 

 

(155

)

Other long-term liabilities

 

1,086

 

 

 

1,922

 

Operating lease assets and liabilities

 

415

 

 

 

 

Net cash provided by operating activities

 

56,336

 

 

 

47,384

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Capital expenditures

 

(16,390

)

 

 

(26,232

)

Purchase of intangible assets

 

 

 

 

(7,606

)

Other

 

284

 

 

 

484

 

Net cash (used for) investing activities

 

(16,106

)

 

 

(33,354

)


Sykes Enterprises, Incorporated and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Continued)

Six Months Ended June 30,

 

Six Months Ended June 30,

 

(in thousands)

2019

 

 

2018

 

2020

 

 

2019

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net income

$

36,148

 

 

$

22,956

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation

 

25,206

 

 

 

27,066

 

Amortization of intangibles

 

8,212

 

 

 

8,413

 

Amortization of deferred grants

 

(170

)

 

 

(181

)

Impairment losses

 

1,800

 

 

 

1,711

 

Unrealized foreign currency transaction (gains) losses, net

 

510

 

 

 

(603

)

Stock-based compensation expense

 

3,902

 

 

 

4,090

 

Deferred income tax provision (benefit)

 

564

 

 

 

325

 

Bad debt expense (reversals)

 

1,129

 

 

 

68

 

Unrealized (gains) losses and premiums on financial instruments, net

 

665

 

 

 

(304

)

(Earnings) losses from equity method investees

 

547

 

 

 

233

 

Other

 

(104

)

 

 

256

 

Changes in assets and liabilities, net of acquisitions:

 

 

 

 

 

 

 

Receivables, net

 

294

 

 

 

(1,214

)

Prepaid expenses

 

(239

)

 

 

(1,122

)

Other current assets

 

(263

)

 

 

(896

)

Deferred charges and other assets

 

238

 

 

 

(3,196

)

Accounts payable

 

(4,184

)

 

 

(2,824

)

Income taxes receivable / payable

 

2,324

 

 

 

(5,225

)

Accrued employee compensation and benefits

 

6,998

 

 

 

6,489

 

Other accrued expenses and current liabilities

 

(279

)

 

 

1,228

 

Deferred revenue and customer liabilities

 

(1,666

)

 

 

(2,435

)

Other long-term liabilities

 

6,585

 

 

 

1,086

 

Operating lease assets and liabilities

 

(1,575

)

 

 

415

 

Net cash provided by operating activities

 

86,642

 

 

 

56,336

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Capital expenditures

 

(22,880

)

 

 

(16,390

)

Other

 

592

 

 

 

284

 

Net cash (used for) investing activities

 

(22,288

)

 

 

(16,106

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payments of long-term debt

 

(18,000

)

 

 

(190,000

)

 

(47,000

)

 

 

(18,000

)

Proceeds from issuance of long-term debt

 

8,000

 

 

 

5,000

 

 

23,000

 

 

 

8,000

 

Cash paid for repurchase of common stock

 

(20,178

)

 

 

 

 

(35,928

)

 

 

(20,178

)

Shares repurchased for tax withholding on equity awards

 

(1,269

)

 

 

(3,682

)

 

(1,133

)

 

 

(1,269

)

Cash paid for loan fees related to long-term debt

 

(1,098

)

 

 

 

 

 

 

 

(1,098

)

Other

 

(4

)

 

 

38

 

 

 

 

 

(4

)

Net cash (used for) financing activities

 

(32,549

)

 

 

(188,644

)

 

(61,061

)

 

 

(32,549

)

Effects of exchange rates on cash, cash equivalents and restricted cash

 

655

 

 

 

(6,748

)

 

(1,795

)

 

 

655

 

Net increase (decrease) in cash, cash equivalents and restricted cash

 

8,336

 

 

 

(181,362

)

 

1,498

 

 

 

8,336

 

Cash, cash equivalents and restricted cash – beginning

 

130,231

 

 

 

344,805

 

 

129,185

 

 

 

130,231

 

Cash, cash equivalents and restricted cash – ending

$

138,567

 

 

$

163,443

 

$

130,683

 

 

$

138,567

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for amounts included in the measurement of operating lease liabilities

$

31,484

 

 

$

29,119

 

Cash paid during period for interest

$

1,874

 

 

$

1,975

 

$

1,009

 

 

$

1,874

 

Cash paid during period for income taxes

$

12,567

 

 

$

12,084

 

$

8,947

 

 

$

12,567

 

Non-cash transactions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net right-of-use assets arising from new or remeasured operating lease liabilities

$

12,976

 

 

$

10,663

 

Property and equipment additions in accounts payable

$

2,663

 

 

$

2,637

 

$

4,978

 

 

$

2,663

 

Unrealized gain (loss) on postretirement obligation, net of taxes, in

accumulated other comprehensive income (loss)

$

(10

)

 

$

(20

)

$

(44

)

 

$

(10

)

 

See accompanying Notes to Condensed Consolidated Financial Statements.


Sykes Enterprises, Incorporated and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Three and Six Months Ended June 30, 20192020 and 20182019

(Unaudited)

Note 1. Overview and Basis of Presentation

Business Sykes Enterprises, Incorporated and consolidated subsidiaries (“SYKES” or the “Company”) is a leading provider of multichannel demand generation and global customer engagement services. SYKES provides differentiated full lifecycle customer engagement solutions and services primarily to Global 2000 companies and their end customers principally within the financial services, communications, technology, transportation & leisure, healthcare and other industries. SYKES primarily provides customer engagement solutions and services with an emphasis on inbound multichannel demand generation, customer service and technical support to its clients’ customers. Utilizing SYKES’ integrated onshore/offshore global delivery model, SYKES provides its services through multiple communication channels including phone, e-mail, social media, text messaging, chat and digital self-service. SYKES also provides various enterprise support services in the United States that include services for its clients’ internal support operations, from technical staffing services to outsourced corporate help desk services. In Europe, SYKES also provides fulfillment services, which include order processing, payment processing, inventory control, product delivery and product returns handling. Additionally, through the Company’s acquisition of robotic processing automation (“RPA”) provider Symphony Ventures Ltd (“Symphony”) coupled with its investment in artificial intelligence (“AI”) through XSell Technologies, Inc. (“XSell”), the Company also provides a suite of solutions such as consulting, implementation, hosting and managed services that optimizes its differentiated full lifecycle management services platform. The Company has operations in two2 reportable segments entitled (1) the Americas, in which the client base is primarily companies in the United States that are using the Company’s services to support their customer management needs, which includes the United States, Canada, Latin America, Australia and the Asia Pacific Rim; and (2) EMEA, which includes Europe, the Middle East and Africa.

U.S. 2017 Tax Reform Act

On December 20, 2017, the Tax Cuts and Jobs Act (the “2017 Tax Reform Act”) was approved by Congress and received presidential approval on December 22, 2017. In general, the 2017 Tax Reform Act reduced the U.S. federal corporate tax rate from 35% to 21%, effective in 2018. The 2017 Tax Reform Act moved from a worldwide business taxation approach to a participation exemption regime. The 2017 Tax Reform Act also imposed base-erosion prevention measures on non-U.S. earnings of U.S. entities, as well as a one-time mandatory deemed repatriation tax on accumulated non-U.S. earnings. The impact of the 2017 Tax Reform Act on the Company’s consolidated financial results began with the fourth quarter of 2017, the period of enactment. See Note 11, Income Taxes, for further information.

Acquisitions

Symphony Acquisition

On October 18, 2018, the Company, as guarantor, and its wholly-owned subsidiary, SEI International Services S.a.r.l, a Luxembourg company, entered into the Symphony Purchase Agreement with Pascal Baker, Ian Barkin, David Brain, David Poole, FIS Nominee Limited, Baronsmead Venture Trust plc and Baronsmead Second Venture Trust plc (together, the “Symphony Sellers”) to acquire all of the outstanding shares of Symphony.

Symphony, headquartered in London, England, provides RPA services, offering RPA consulting, implementation, hosting and managed services for front, middle and back-office processes. Symphony serves numerous industries globally, including financial services, healthcare, business services, manufacturing, consumer products, communications, media and entertainment.

The aggregate purchase price was GBP 52.5 million ($67.6 million), subject to a post-closing working capital adjustment, of which the Company paid GBP 44.6 million ($57.6 million) at the closing of the transaction on November 1, 2018 using cash on hand as well as $31.0 million of additional borrowings under the Company’s credit agreement. The acquisition date present value of the remaining GBP 7.9 million ($10.0 million) of purchase price has been deferred and will be paid in equal installments over three years, on or around November 1, 2019, 2020 and 2021. The Symphony Purchase Agreement also provides for a three-year, retention based earnout payable in restricted stock units (“RSUs”) with a value of GBP 3.0 million.


Subsequent to the finalization of the working capital adjustments during the six months ended June 30, 2019, the purchase price was adjusted to GBP 52.4 million ($67.5 million). The acquisition resulted in $26.1 million of intangible assets, primarily customer relationships and trade names, $2.2 million of fixed assets and $36.2 million of goodwill.  

The Symphony Purchase Agreement contains customary representations and warranties, indemnification obligations and covenants.

The Company accounted for the Symphony acquisition in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”), whereby the purchase price paid was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the closing date. Certain amounts are provisional and are subject to change, including the tax analysis of the assets acquired and liabilities assumed and goodwill.  The Company expects to complete its analysis of the purchase price allocation during the fourth quarter of 2019 and any resulting adjustments will be recorded in accordance with ASC 805.

WhistleOut Acquisition

On July 9, 2018, the Company, as guarantor, and its wholly-owned subsidiaries, Sykes Australia Pty Ltd, an Australian company, and Clear Link Technologies, LLC, a Delaware limited liability company, entered into and closed the WhistleOut Sale Agreement with WhistleOut Nominees Pty Ltd as trustee for the WhistleOut Holdings Unit Trust, CPC Investments USA Pty Ltd, JJZL Pty Ltd, Kenneth Wong as trustee for Wong Family Trust and C41 Pty Ltd as trustee for the Ottery Family Trust (together, the “WhistleOut Sellers”) to acquire all of the outstanding shares of WhistleOut.  

The aggregate purchase price of AUD 30.2 million ($22.4 million) was paid at the closing of the transaction on July 9, 2018. Subsequent to the finalization of the working capital adjustments during the six months ended June 30, 2019, the purchase price was adjusted to AUD 30.3 million ($22.5 million). The purchase price was funded through $22.0 million of additional borrowings under the Company’s credit agreement. The WhistleOut Sale Agreement provides for a three-year, retention based earnout of AUD 14.0 million.

The WhistleOut Sale Agreement contained customary representations and warranties, indemnification obligations and covenants.

The Company accounted for the WhistleOut acquisition in accordance with ASC 805, whereby the purchase price paid was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the closing date. The Company completed its tax analysis of the assets acquired and liabilities assumed during the second quarter of 2019, which resulted in deferred tax assets and liabilities in accordance with ASC 805. The final purchase price allocation resulted in $16.5 million of intangible assets, primarily indefinite-lived domain names, $2.4 million of fixed assets and $3.3 million of goodwill.

Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“generally accepted accounting principles” or “U.S. GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 20192020 are not necessarily indicative of the results that may be expected for any future quarters or the year ending December 31, 2019.2020. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018,2019, as filed with the Securities and Exchange Commission (“SEC”) on February 26, 2019.27, 2020.

Principles of Consolidation The condensed consolidated financial statements include the accounts of SYKES and its wholly-owned subsidiaries and controlled majority-owned subsidiaries. Investments in less than majority-owned subsidiaries in which the Company does not have a controlling interest, but does have significant influence, are accounted for as equity method investments. All intercompany transactions and balances have been eliminated in consolidation.  


Use of Estimates The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of AmericaU.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Due to the novel coronavirus (“COVID-19”) pandemic, there has been uncertainty and disruption in the global economy and financial markets. Other than where noted, the Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date and time of issuance of the condensed consolidated financial statements. These estimates may change, as new events occur, and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions.

Subsequent Events Subsequent events or transactions have been evaluated through the date and time of issuance of the condensed consolidated financial statements. There were no material subsequent events that required recognition or disclosure in the accompanying condensed consolidated financial statements.


Cash, Cash Equivalents and Restricted Cash — Cash and cash equivalents consist of cash and highly liquid short-term investments, primarily held in non-interest-bearing investments which have original maturities of less than 90 days. Restricted cash includes cash whereby the Company’s ability to use the funds at any time is contractually limited or is generally designated for specific purposes arising out of certain contractual or other obligations.  

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported in the Condensed Consolidated Balance Sheets that sum to the amounts reported in the Condensed Consolidated Statements of Cash Flows (in thousands):

 

June 30, 2019

 

 

December 31, 2018

 

 

June 30, 2018

 

 

December 31, 2017

 

June 30, 2020

 

 

December 31, 2019

 

 

June 30, 2019

 

 

December 31, 2018

 

Cash and cash equivalents

$

136,631

 

 

$

128,697

 

 

$

162,422

 

 

$

343,734

 

$

129,050

 

 

$

127,246

 

 

$

136,631

 

 

$

128,697

 

Restricted cash included in "Other current assets"

 

566

 

 

 

149

 

 

 

153

 

 

 

154

 

 

318

 

 

 

568

 

 

 

566

 

 

 

149

 

Restricted cash included in "Deferred charges and

other assets"

 

1,370

 

 

 

1,385

 

 

 

868

 

 

 

917

 

 

1,315

 

 

 

1,371

 

 

 

1,370

 

 

 

1,385

 

$

138,567

 

 

$

130,231

 

 

$

163,443

 

 

$

344,805

 

$

130,683

 

 

$

129,185

 

 

$

138,567

 

 

$

130,231

 

Investments in Equity Method InvesteesIn July 2017, the Company made a strategic investment of $10.0 million in XSell for 32.8% of XSell’s preferred stock. The Company is incorporating XSell’s machine learning and AI algorithms into its business. The Company believes this will increase the sales performance of its agents to drive revenue for its clients, improve the experience of the Company’s clients’ end customers and enhance brand loyalty, reduce the cost of customer care and leverage analytics and machine learning to source the best agents and improve their performance.

The Company’s net investment in XSell of $8.9 million and $9.2 million was included in “Deferred charges and other assets” in the accompanying Condensed Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018, respectively.  The Company’s investment was paid in two installments of $5.0 million, one in July 2017 and one in August 2018. The Company’s proportionate share of XSell’s net (loss) of $(0.1) million and $(0.1) million for the three months ended June 30, 2019 and 2018, respectively, and $(0.3) million and $(0.3) million for the six months ended June 30, 2019 and 2018, respectively, was included in “Other income (expense), net” in the accompanying Condensed Consolidated Statements of Operations.

As of June 30, 2019 and December 31, 2018, the Company did not identify any instances where the carrying values of its equity method investments were not recoverable.

Customer-Acquisition Advertising Costs — The Company’s advertising costs are expensed as incurred. Total advertising costs included in “Direct salaries and related costs” in the accompanying Condensed Consolidated Statements of Operations were as follows (in thousands):

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Customer-acquisition advertising costs

$

10,036

 

 

$

11,961

 

 

$

22,140

 

 

$

21,928

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Customer-acquisition advertising costs

$

9,826

 

 

$

10,036

 

 

$

20,008

 

 

$

22,140

 

 

Reclassifications — Certain balances in the prior period have been reclassified to conform to current period presentation.  

New Accounting Standards Not Yet Adopted

Fair Value MeasurementsIncome Taxes

In August 2018,December 2019, the FASB issued ASU 2019-12, FinancialIncome Taxes (Topic 740) – Simplifying the Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure


Requirements for Fair Value MeasurementIncome Taxes (“ASU 2018-13”2019-12”). These amendments remove, modify or addsimplify the accounting for income taxes by eliminating certain disclosure requirements for fair value measurements.  exceptions and also clarifying and amending certain aspects of existing guidance.  These amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019.  Certain2020.  Most of the amendments will be applied prospectively in the initial year of adoption while the remainder are required to be applied retrospectively to all periods presented upon their effective date.on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis.  Early adoption is permitted.permitted, including adoption in any interim period for which financial statements have not yet been issued. The Company is currently evaluating the amendments in ASU 2019-12 but does not expect its adoption of ASU 2018-13 to have a material impact on its disclosures andfinancial condition, results of operations, cash flows or disclosures.  The Company does not expect toanticipate early adopt the standard.adoption of ASU 2019-12.

Retirement Benefits

In August 2018, the FASB issued ASU 2018-14, Compensation – Retirement Benefits – Defined Benefit Plans - General (Subtopic 715-20) – Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans (“ASU 2018-14”). These amendments remove, modify or add certain disclosure requirements for defined benefit plans.  These amendments are effective for fiscal years ending after December 15, 2020, with early adoption permitted.  The Company does not expect its adoption of ASU 2018-14 to have a material impact on its financial condition, results of operations, cash flows or disclosures and does not expect to early adopt the standard.

Cloud Computing

In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) – Customer’sNew Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”). These amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. These amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early application permitted in any interim period after issuance of this update.  The amendments should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption.  The Company does not expect its adoption of ASU 2018-15 to have a material impact on its financial condition, results of operations, cash flows or disclosures and does not expect to early adopt the standard.Standards Recently Adopted

Financial Instruments – Credit Losses

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). These amendments require measurement and recognition of expected versus incurred credit losses for financial assets held. Entities are required to measure all expected credit losses for most financial assets held at the reporting date based on an expected loss model which includes historical experience, current conditions, and reasonable and supportable forecasts. Subsequently, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses in November 2018 and ASU 2019-05, Financial Instruments – Credit Losses (Topic 326) Targeted Transition Relief in May 2019 (together, “subsequent amendments”). ASU 2016-13 and the subsequent amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted.


The Company adopted ASU 2016-13 on January 1, 2020, using the modified retrospective transition method, which resulted in 0 cumulative-effect adjustment to be recognized to the opening balance of retained earnings. The prior period was not restated.  The Company’s implementation team has begun to assess its data and design its financial models to estimate expected credit losses and continues to evaluate the critical factorsadoption of ASU 2016-13 to determine its impact on the Company’s business processes, systems, and internal controls. The Company expects ASU 2016-13 to apply to its trade receivables but doesdid not expect the adoption of the amendments to have a material impact on its financial condition, results of operations or cash flows becauseas the credit losses associated with the Company’s trade receivables have historically been insignificant. The adoptionSee the description of ASU 2016-13 will require expanded quantitative and qualitative disclosures about the Company’s expected credit losses. Additionally,“Allowance for Doubtful Accounts” accounting policy in the Company does not anticipate early adopting ASU 2016-13.“Significant Accounting Policies” section below.

Codification Improvements – Financial Instruments – Credit Losses, Derivatives and Hedging, and Financial Instruments

In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments (“ASU 2019-04”). These amendments clarify new standards on credit losses, hedging and recognizing and measuring financial instruments and address implementation issues stakeholders have raised. The credit losses and hedging amendments have the same effective dates as the respective standards, unless an entity has already adopted the standards. The amendments related to recognizing and measuring financial instruments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The Company does not


expect theCompany’s adoption of ASU 2019-04 toon January 1, 2020 did not have a material impact on its financial condition, results of operations, cash flows or disclosures.

NewFair Value Measurements

In August 2018, the Financial Accounting Standards Recently AdoptedBoard (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). These amendments remove, modify or add certain disclosure requirements for fair value measurements.  These amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019.  Certain of the amendments will be applied prospectively in the initial year of adoption while the remainder are required to be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted. The Company’s adoption of ASU 2018-03 on January 1, 2020 did not have a material impact on its disclosures.

LeasesCloud Computing

In February 2016,August 2018, the FASB issued ASU 2016-02, 2018-15, Leases (Topic 842)Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) – Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2016-02”) and subsequent amendments (together, “ASC 842”2018-15”). These amendments requirealign the recognition of lease assets and lease liabilities onrequirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the balance sheet by lesseesrequirements for those leases classified as operating leases under ASC 840,capitalizing implementation costs incurred to develop or obtain internal-use software. Leases (“ASC 840”). These amendments also require qualitative disclosures along with specific quantitative disclosures. These amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted.  Entities have the option to either apply the amendments (1) at the beginning of the earliest period presented using a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements or (2) at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption without the need to restate prior periods. There are also certain optional practical expedients that an entity may elect to apply. The Company adopted ASC 842 as of January 1, 2019, using a modified retrospective transition, with the cumulative-effect adjustment to the opening balance of retained earnings as of the effective date. Periods prior to January 1, 2019 have not been restated.

See Note 3, Leases, for further details as well as the Company’s significant accounting policy for leases.

Derivatives and Hedging

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815) – Targeted Improvements to Accounting for Hedge Activities (“ASU 2017-12”). These amendments help simplify certain aspects of hedge accounting and better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results.  For cash flow and net investment hedges as of the adoption date, the guidance requires a modified retrospective approach. The amended presentation and disclosure guidance is required only prospectively.  These amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early application permitted in any interim period after issuance of this update.  The amendments should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company’s adoption of ASU 2017-122018-15 on January 1, 20192020 on a prospective basis did not have a material impact on theits financial condition, results of operations, cash flows or disclosuresdisclosures.

Significant Accounting Policies

With the exception of the Company.  No cumulative-effect adjustment was recorded to opening retained earnings onchange for the dateaccounting of adoptioncredit losses as there was no ineffectiveness previously recorded in retained earnings that would have been included in other comprehensive income ifa result of the new guidance had been applied since hedge inception. Upon adoption of ASU 2017-12,2016-13, there have been no new or material changes to the significant accounting policies discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Allowance for Doubtful Accounts

The Company maintains allowances for doubtful accounts on trade accounts receivables for estimated losses arising from the inability of its clients to make contractual payments, applying a probability of default method. The Company’s estimate is based on qualitative and quantitative analyses, applying credit risk measurement tools and methodologies using publicly available credit and capital market information, a review of the current status of the Company’s trade accounts receivable and its historical experience. It is reasonably possible that the Company’s estimate of the allowance for credit losses will increase if the financial condition of the Company’s clients were to deteriorate, resulting in a reduced ability to make payments.


During the six months ended June 30, 2020, the Company electedrecorded a $1.1 million increase to the spot methodallowance for assessingcredit losses related to its short-term trade receivables primarily as a result of deterioration in certain clients’ credit ratings reflecting current and expected economic conditions, and wrote off $0.4 million of the effectiveness of net investment hedges and will record the amortization of excluded components of net investment hedges in “Other income (expense), net” in its consolidated financial statements. allowance for credit losses related to certain short-term trade receivables deemed to be uncollectible.

Note 2. Revenues

On January 1, 2018, the Company adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”), which included ASU 2014-09 and all related amendments, using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. The Company recorded an increase to opening retained earnings of $3.0 million as of January 1, 2018 due to the cumulative impact of adopting ASC 606.  The impact, all in the Americas segment, primarily related to the change in timing of revenue recognition associated with certain customer contracts that provide fees upon renewal, as well as changes in estimating variable consideration with respect to penalties and holdback provisions for failure to meet specified minimum service levels and other performance-based contingencies.

RevenueRevenues from Contracts with Customers

The Company recognizes revenues in accordance with ASC 606, whereby revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services.


Customer Engagement Solutions and Services

The Company provides customer engagement solutions and services with an emphasis on inbound multichannel demand generation, customer service and technical support to its clients’ customers. These services are delivered through multiple communication channels including phone, e-mail, social media, text messaging, chat and digital self-service. Revenues for customer engagement solutions and services are recognized over time using output methods such as a per minute, per hour, per call, per transaction or per time and materials basis.

Other RPA services revenues are primarily recognized over time using output methods such as per time and materials basis.Revenues

In from fulfillment services are recognized upon shipment to the Americas, the Company provides a rangecustomer and satisfaction of enterprise support services including technical staffing services and outsourced corporate help desk services, primarily in the U.S. all obligations.Revenues forfrom enterprise support services are recognized over time using output methods such as number of positions filled.

In EMEA, the Company offers fulfillment services that are integrated with its customer care and technical support services. The Company’s fulfillment solutions include order processing, payment processing, inventory control, product delivery and product returns handling. Sales are recognized upon shipment to the customer and satisfaction of all obligations.

The Company also has miscellaneous other revenues in the Other segment.

In total, other revenues are immaterial, representing 2.6% and 0.6% of the Company’s consolidated total revenues for the three months ended June 30, 2019 and 2018, respectively, and 2.2% and 0.6% for the six months ended June 30, 2019 and 2018, respectively.

Disaggregated Revenues

The Company disaggregates its revenues from contracts with customers by service type and geographicdelivery location (see Note 16,15, Segments and Geographic Information), for each of its reportable segments, as the Company believes it best depicts how the nature, amount, timing and uncertainty of its revenues and cash flows are affected by economic factors.

The following table represents revenues from contracts with customers disaggregated by service type and by the reportable segment for each category for the periods indicated (in thousands):

 

Three Months Ended June 30,

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

2020

 

 

2019

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Amount

 

 

% of Revenue

 

 

Amount

 

 

% of Revenue

 

Americas:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer engagement solutions and services

$

310,070

 

 

$

326,766

 

 

$

634,632

 

 

$

667,188

 

$

338,963

 

 

 

81.3

%

 

$

310,070

 

 

 

79.8

%

Other revenues

 

237

 

 

 

275

 

 

 

452

 

 

 

574

 

 

309

 

 

 

0.1

%

 

 

237

 

 

 

0.0

%

Total Americas

 

310,307

 

 

 

327,041

 

 

 

635,084

 

 

 

667,762

 

 

339,272

 

 

 

81.4

%

 

 

310,307

 

 

 

79.8

%

EMEA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer engagement solutions and services

 

68,643

 

 

 

67,772

 

 

 

139,640

 

 

 

139,443

 

 

73,285

 

 

 

17.6

%

 

 

68,643

 

 

 

17.6

%

Other revenues

 

10,033

 

 

 

1,948

 

 

 

17,164

 

 

 

3,904

 

 

4,276

 

 

 

1.0

%

 

 

10,033

 

 

 

2.6

%

Total EMEA

 

78,676

 

 

 

69,720

 

 

 

156,804

 

 

 

143,347

 

 

77,561

 

 

 

18.6

%

 

 

78,676

 

 

 

20.2

%

Other:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other revenues

 

23

 

 

 

24

 

 

 

43

 

 

 

47

 

 

 

 

 

0.0

%

 

 

23

 

 

 

0.0

%

Total Other

 

23

 

 

 

24

 

 

 

43

 

 

 

47

 

 

 

 

 

0.0

%

 

 

23

 

 

 

0.0

%

$

389,006

 

 

$

396,785

 

 

$

791,931

 

 

$

811,156

 

$

416,833

 

 

 

100.0

%

 

$

389,006

 

 

 

100.0

%

The following table represents revenues from contracts with customers disaggregated by service type and by the reportable segment for each category for the periods indicated (in thousands):

 

Six Months Ended June 30,

 

 

2020

 

 

2019

 

 

Amount

 

 

% of Revenue

 

 

Amount

 

 

% of Revenue

 

Americas:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer engagement solutions and services

$

671,577

 

 

 

81.1

%

 

$

634,632

 

 

 

80.2

%

Other revenues

 

621

 

 

 

0.1

%

 

 

452

 

 

 

0.0

%

Total Americas

 

672,198

 

 

 

81.2

%

 

 

635,084

 

 

 

80.2

%

EMEA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer engagement solutions and services

 

145,918

 

 

 

17.6

%

 

 

139,640

 

 

 

17.6

%

Other revenues

 

9,876

 

 

 

1.2

%

 

 

17,164

 

 

 

2.2

%

Total EMEA

 

155,794

 

 

 

18.8

%

 

 

156,804

 

 

 

19.8

%

Other:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other revenues

 

7

 

 

 

0.0

%

 

 

43

 

 

 

0.0

%

Total Other

 

7

 

 

 

0.0

%

 

 

43

 

 

 

0.0

%

 

$

827,999

 

 

 

100.0

%

 

$

791,931

 

 

 

100.0

%


 


Trade Accounts Receivable

 

The Company’s noncurrent trade accounts receivable result from contracts with customers that include renewal provisions, and contracts with customers under multi-year arrangements. The Company’s trade accounts receivable, net, consistsconsisted of the following (in thousands):

 

June 30, 2019

 

 

December 31, 2018

 

June 30, 2020

 

 

December 31, 2019

 

Trade accounts receivable, net, current (1)

$

336,755

 

 

$

335,377

 

$

368,693

 

 

$

375,136

 

Trade accounts receivable, net, noncurrent (2)

 

19,185

 

 

 

15,948

 

 

26,920

 

 

 

26,496

 

$

355,940

 

 

$

351,325

 

$

395,613

 

 

$

401,632

 

 

(1) Included in “Receivables, net” in the accompanying Condensed Consolidated Balance Sheets.

(2) Included in “Deferred charges and other assets” in the accompanying Condensed Consolidated Balance Sheets.  

The Company’s noncurrent trade accounts receivable result from contracts with customers that include renewal provisions, as well as a contract with a customer under a multi-year arrangement. 

Deferred Revenue and Customer Liabilities

Deferred revenue and customer liabilities consistsconsisted of the following (in thousands):

 

June 30, 2019

 

 

December 31, 2018

 

June 30, 2020

 

 

December 31, 2019

 

Deferred revenue

$

4,266

 

 

$

3,655

 

$

3,475

 

 

$

3,012

 

Customer arrangements with termination rights

 

16,497

 

 

 

16,404

 

 

14,554

 

 

 

15,024

 

Estimated refund liabilities

 

7,794

 

 

 

10,117

 

 

6,265

 

 

 

8,585

 

$

28,557

 

 

$

30,176

 

$

24,294

 

 

$

26,621

 

 

Deferred Revenue

The Company receives up-front fees in connection with certain contracts. In accordance with ASC 606, the up-front fees are recorded as a contract liability only to the extent a legally enforceable contract exists.  Accordingly, the up-front fees allocated to a contract’s termination notification period, typically varying periods up to 180 days, are recorded as deferred revenue, while the fees that extend beyond the notification period are classified as customer arrangements with termination rights.

Revenues of $0.3 million and $0.3 million were recognized during the three months ended June 30, 2019 and 2018, respectively, and revenues of $3.4 million and $4.2 million were recognized during the six months ended June 30, 2019 and 2018, respectively, from amounts included in deferred revenue at December 31, 2018 and January 1, 2018, respectively.  The Company expects to recognize the majority of its deferred revenue as of June 30, 20192020 over the next 180 days. Revenues of $0.2 million and $0.3 million were recognized during the three months ended June 30, 2020 and 2019, respectively, and revenues of $2.9 million and $3.4 million were recognized during the six months ended June 30, 2020 and 2019, respectively, from amounts included in deferred revenue at December 31, 2019 and 2018, respectively.

Customer Liabilities – Customer Arrangements with Termination Rights

The majority of the Company’s contracts include termination for convenience or without cause provisions allowing either party to cancel the contract without substantial cost or penalty within a defined notification period (“termination rights”). Customer arrangements with termination rights represent the amount of up-front fees received for unsatisfied performance obligations for periods that extend beyond the legally enforceable contract period. All customer arrangements with termination rights are classified as current as the customer can terminate the contracts and demand pro-rata refunds of the up-front fees over varying periods, typically up to 180 days. The Company expects to recognize the majority of the customer arrangements with termination rights into revenue as the Company has not historically experienced a high rate of contract terminations.

Customer Liabilities – Estimated Refund Liabilities

Estimated refund liabilities represent consideration received under the contract that the Company expects to ultimately refund to the customer and primarily relates to estimated penalties, holdbacks and chargebacks.  Penalties and holdbacks result from the failure to meet specified minimum service levels in certain contracts and other performance-based contingencies.  Chargebacks reflect the right of certain of the Company’s clients to chargeback accounts that do not meet certain requirements for specified periods after a sale has occurred. Estimated refund liabilities are generally resolved inwithin 180 days, once it is determined whether the requisite service levels and client requirements were achieved to settle the contingency.


Note 3. Leases

Adoption of ASC 842, Leases

On January 1, 2019, the Company adopted ASC 842, which includes ASU 2016-02, Leases (Topic 842) and all relatedsubsequent amendments (together, “ASC 842”) using the modified retrospective method and recognized a cumulative-effect adjustment to the opening balance of retained earnings at the date of adoption. Results for reporting periods beginning after January 1, 2019 are presented under ASC 842, while prior period amounts were not adjusted and continue to be reported in accordance with the Company’s historic accounting for leases under ASC 840.earnings.

The adoption of ASC 842 on January 1, 2019 had a material impact onrequired the Company’s Condensed Consolidated Balance Sheet, resultinggross up of historical deferred rent which resulted in the recognition of $225.3 million of right-of-use ("ROU") assets, $239.3 million of operating lease liabilities, a $0.1 million increase to opening retained earnings, as well as $14.1 million primarily related to the derecognition of net straight-line lease liabilities. The retained earnings adjustment was due to the cumulative impact of adopting ASC 842, primarily resulting from the derecognition of embedded lease derivatives, the difference between deferred rent balances and the net of ROU assets and lease liabilities and the deferred tax impact.

The impact of the adoption of ASC 842 to the Company’s Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2019 was not material. The Company’s net cash provided by operating activities for the six months ended June 30, 2019 did not change due to the adoption of ASC 842.

Practical Expedients

The Company elected the following practical expedients:

The package of transitional practical expedients, consistently applied to all leases, that permits the Company to not reassess whether any expired or existing contracts are or contain leases, the historical lease classification for any expired or existing leases and initial direct costs for any expired or existing leases; and

The practical expedient that permits the Company to make an accounting policy election (by class of underlying asset) to account for each separate lease component of a contract and its associated non-lease components as a single lease component for all leases entered into or modified after the January 1, 2019 adoption date.

Accounting Policy

In determining whether a contract contains a lease, the Company assesses whether the arrangement meets all three of the following criteria: 1) there is an identified asset; 2) the Company has the right to obtain substantially all the economic benefits from use of the identified asset; and 3) the Company has the right to direct the use of the identified asset. This involves evaluating whether the Company has the right to operate the asset or to direct others to operate the asset in a manner that it determines without the supplier having the right to change those operating instructions, as well as evaluating the Company’s involvement in the design of the asset.

The Company capitalizes operating lease obligations with terms in excess of twelve months as ROU assets with corresponding lease liabilities on its balance sheet.  Operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term, and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Additionally, the ROU asset is adjusted for lease incentives, prepaid lease payments and initial direct costs. Operating lease expense is recognized on a straight-line basis over the lease term.

The Company has lease agreements with lease and non-lease components, such as real estate taxes, insurance, common area maintenance and other operating costs.  Lease and non-lease components are generally accounted for as a single component to the extent that the costs are fixed per the arrangement. The Company has applied this accounting policy to all asset classes. To the extent that the non-lease components are not fixed per the arrangement, these costs are treated as variable lease costs and expensed as incurred.  

Certain of the Company’s lease agreements include rental payments that adjust periodically based on an index or rate, generally the applicable Consumer Price Index (“CPI”). The operating lease liability is measured using the prevailing index or rate at the measurement date (i.e., the commencement date); however, the most recent CPI in


effect as of January 1, 2019 was used to effectuate the adoption of ASC 842. Incremental payments due to changes to the index- and rate-based lease payments are treated as variable lease costs and expensed as incurred.  

For purposes of calculating operating lease liabilities, the lease term includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The primary factors used to estimate whether an option to extend a lease term will be exercised or not generally include the extent of the Company’s capital investment, employee recruitment potential and operational cost and flexibility.

In determining the present value of lease payments, the Company typically uses incremental borrowing rates based on information available at the lease commencement date. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The Company’s incremental borrowing rate is estimated using a synthetic credit rating model and forward currency exchange rates, as applicable.  

Payments on leases with an initial term of 12 months or less are recognized in the accompanying Condensed Consolidated Statements of Operations on a straight-line basis over the lease term.

The ROU asset is evaluated for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable in accordance with ASC 360, Property, Plant and Equipment. A loss is recognized when the ROU asset is impaired in connection with the impairment of a site’s assets due to economic or other factors.  When the ROU asset is impaired, it is typically amortized on a straight-line basis over the shorter of the remaining lease term or its useful life, and the related operating lease would no longer qualify for straight-line treatment of total lease expense.  

Leases

The Company primarily leases facilities for its corporate headquarters, many of its customer engagement centers, several regional support offices and data centers. These leases are classified as operating leases and are included in “Operating


“Operating lease right-of-use assets,” “Operating lease liabilities” and “Long-term operating lease liabilities” in the accompanying Condensed Consolidated Balance Sheet as of June 30, 2019.2020. The Company has no0 finance leases.

Lease termscosts, net of sublease income, of $15.5 million and $16.2 million for the Company’s leases are generally three to 20 years with renewal options typically ranging from one month to five years and largely require the Company to pay a proportionate share of real estate taxes, insurance, common area maintenance, and other operating costs in addition to a base or fixed rent. The Company's operating leases have remaining lease terms of one month to 13 years as ofmonths ended June 30, 2019.  

The Company’s leases do not contain any material residual value guarantees or material restrictive covenants.

The Company subleases certain of its facilities that have been abandoned before2020 and 2019, respectively, and $31.5 million and $32.1 million for the expiration of the lease term.  Operating lease costs on abandoned facilities is reduced by sublease incomesix months ended June 30, 2020 and 2019, respectively, were primarily included in “General and administrative” costs in the accompanying Condensed Consolidated Statements of Operations. The Company’s sublease arrangements do not contain renewal options or restrictive covenants. The Company’s subleases have varying remaining lease terms extending through 2025, and future contractual sublease income is expected to be $13.9 million over the remaining lease terms.

Lease expense for lease payments is recognized on a straight-line basis over the lease term. The components of lease expense were as follows (in thousands):

 

Statement of Operations Location

 

Three Months Ended

June 30, 2019

 

 

Six Months Ended

June 30, 2019

 

Operating lease cost

Direct salaries and related costs

 

$

58

 

 

$

133

 

Operating lease cost

General and administrative

 

 

15,008

 

 

 

29,815

 

Short-term lease cost

General and administrative

 

 

390

 

 

 

813

 

Variable lease cost

Direct salaries and related costs

 

 

(3

)

 

 

(1

)

Variable lease cost

General and administrative

 

 

1,273

 

 

 

2,310

 

Sublease income

General and administrative

 

 

(569

)

 

 

(997

)

 

 

 

$

16,157

 

 

$

32,073

 


Supplemental cash flow information related to leases was as follows (in thousands):

 

Six Months Ended

June 30, 2019

 

Cash paid for amounts included in the measurement of operating lease liabilities - operating

   cash flows

$

29,119

 

Right-of-use assets obtained in exchange for new operating lease liabilities

 

10,663

 

Income.

Additional supplemental information related to leases was as follows:

June 30, 2019

Weighted average remaining lease term of operating leases

5.5 years

Weighted average discount rate of operating leases

3.7

%

 

June 30, 2020

 

 

December 31, 2019

 

Weighted average remaining lease term of operating leases

4.8 years

 

 

5.1 years

 

Weighted average discount rate of operating leases

 

3.5

%

 

 

3.7

%

Maturities of operating lease liabilities as of June 30, 20192020 were as follows (in thousands):

Amount

 

Amount

 

2019 (remainder of the year)

$

25,012

 

2020

 

56,277

 

2020 (remainder of the year)

$

28,288

 

2021

 

49,779

 

 

58,340

 

2022

 

38,193

 

 

44,905

 

2023

 

24,721

 

 

30,407

 

2024 and thereafter

 

54,329

 

2024

 

21,307

 

2025 and thereafter

 

37,962

 

Total future lease payments

 

248,311

 

 

221,209

 

Less: Imputed interest

 

25,258

 

 

18,949

 

Present value of future lease payments

 

223,053

 

 

202,260

 

Less: Operating lease liabilities

 

48,864

 

 

54,948

 

Long-term operating lease liabilities

$

174,189

 

$

147,312

 

As of June 30, 2019, the Company had additional operating leases for customer engagement centers that had not yet commenced with future lease payments of $2.9 million. These operating leases will commence during the third quarter of 2019 with lease terms between 2 and 8 years.

Disclosures related to periods prior to adoption of ASC 842

Rental expense under operating leases, primarily included in “General and administrative” in the accompanying Condensed Consolidated Statement of Operations, for the three and six months ended June 30, 2018 was $18.6 million and $34.6 million, respectively.

The following is a schedule of future minimum rental payments required under operating leases that had noncancelable lease terms as of December 31, 2018 under ASC 840 (in thousands):

 

Amount

 

2019

$

53,071

 

2020

 

48,770

 

2021

 

43,324

 

2022

 

34,063

 

2023

 

22,583

 

2024 and thereafter

 

51,456

 

 

$

253,267

 

 

Note 4. Costs Associated with Exit or Disposal Activities

During the first quarter of 2019, the Company initiated a restructuring plan to simplify and refine its operating model in the U.S. (the “Americas 2019 Exit Plan”), in part to improve agent attrition and absenteeism. The Americas 2019 Exit Plan includes, but is not limited to,included closing customer contact managementengagement centers, consolidating leased space in various locations in the U.S. and management reorganization. The Company anticipates finalizingfinalized these actions by December 31,as of September 30, 2019.


During the second quarter of 2018, the Company initiated a restructuring plan to manage and optimize capacity utilization, which included closing customer contact managementengagement centers and consolidating leased space in various locations in the U.S. and Canada (the “Americas 2018 Exit Plan”). The Company finalized the remainder of the site closures under the Americas 2018 Exit Plan as of December 2018, resulting in a reduction of 5,000 seats.

The Company’s actions under both the Americas 2018 and 2019 Exit Plans are anticipated to resultresulted in general and administrative cost savings and lower depreciation expense.

The cumulative costs expected and incurred to date related to cash and non-cash expenditures resulting from the Americas 2018 Exit Plan and the Americas 2019 Exit PlanPlans are outlined below as of June 30, 20192020 (in thousands):

 

Americas

2018 Exit Plan

 

 

Americas

2019 Exit Plan

 

Americas

2018 Exit Plan

 

 

Americas

2019 Exit Plan

 

Lease obligations and facility exit costs (1)

$

7,073

 

 

$

54

 

$

7,073

 

 

$

 

Severance and related costs (2)

 

3,426

 

 

 

191

 

 

3,426

 

��

 

191

 

Severance and related costs (1)

 

1,045

 

 

 

2,169

 

 

1,037

 

 

 

2,153

 

Non-cash impairment charges

 

5,875

 

 

 

1,582

 

 

5,875

 

 

 

1,582

 

Other non-cash charges

 

 

 

 

244

 

 

 

 

 

244

 

$

17,419

 

 

$

4,240

 

$

17,411

 

 

$

4,170

 

 

(1) Included in “General and administrative” costs.costs in the accompanying Condensed Consolidated Statements of Operations.

(2) Included in “Direct salaries and related costs.

Duringcosts” in the three months ended June 30, 2019, the Company incurred an additional $0.5 million above the amount previously expected under the Americas 2019 Exit Plan, primarily due to the refinementaccompanying Condensed Consolidated Statements of previous estimates. Operations.


The Company has paid a total of $11.0$12.8 million in cash through June 30, 2019,2020, of which $10.2$10.5 million related to the Americas 2018 Exit Plan and $0.8$2.3 million related to the Americas 2019 Exit Plan.

The Americas 2018 and 2019 Exit Plan activity during the three and six months ended June 30, 2020 consisted of cash payments due under the respective plans.

 

The following table summarizes the accrued liability and related chargesactivity for the three months ended June 30, 2019 (in thousands):

 

Americas

2018 Exit Plan

 

 

Americas

2019 Exit Plan

 

 

Lease Obligations

and Facility

Exit Costs

 

 

Severance and

Related Costs

 

 

Total

 

 

Lease Obligations

and Facility

Exit Costs

 

 

Severance and

Related Costs

 

 

Total

 

Balance at the beginning of the period

$

162

 

 

$

495

 

 

$

657

 

 

$

 

 

$

1,040

 

 

$

1,040

 

Charges (reversals) included in "Direct

   salaries and related costs"

 

 

 

 

(3

)

 

 

(3

)

 

 

 

 

 

184

 

 

 

184

 

Charges (reversals) included in "General

   and administrative"

 

 

 

 

(9

)

 

 

(9

)

 

 

54

 

 

 

1,079

 

 

 

1,133

 

Cash payments

 

(33

)

 

 

(261

)

 

 

(294

)

 

 

 

 

 

(742

)

 

 

(742

)

Balance at the end of the period

$

129

 

 

$

222

 

 

$

351

 

 

$

54

 

 

$

1,561

 

 

$

1,615

 

 

The following table summarizes the accrued liability and related chargesactivity for the six months ended June 30, 2019 (in thousands):

 

Americas

2018 Exit Plan

 

 

Americas

2019 Exit Plan

 

 

Lease Obligations

and Facility

Exit Costs

 

 

Severance and

Related Costs

 

 

Total

 

 

Lease Obligations

and Facility

Exit Costs

 

 

Severance and

Related Costs

 

 

Total

 

Balance at the beginning of the period

$

1,769

 

 

$

817

 

 

$

2,586

 

 

$

 

 

$

 

 

$

 

Charges (reversals) included in "Direct

   salaries and related costs"

 

 

 

 

(3

)

 

 

(3

)

 

 

 

 

 

191

 

 

 

191

 

Charges (reversals) included in "General

   and administrative"

 

(4

)

 

 

10

 

 

 

6

 

 

 

54

 

 

 

2,169

 

 

 

2,223

 

Cash payments

 

(298

)

 

 

(602

)

 

 

(900

)

 

 

 

 

 

(799

)

 

 

(799

)

Balance sheet reclassifications (1)

 

(1,338

)

 

 

 

 

 

(1,338

)

 

 

 

 

 

 

 

 

 

Balance at the end of the period

$

129

 

 

$

222

 

 

$

351

 

 

$

54

 

 

$

1,561

 

 

$

1,615

 

 

(1) Consists of the reclassification from the restructuring liability to “Operating lease liabilities” and “Long-term operating lease liabilities” upon adoption of ASC 842 on January 1, 2019.


The following table summarizes the accrued liability and related charges for the three and six months ended June 30, 2018 (in thousands):

 

Americas

2018 Exit Plan

 

 

Lease Obligations

and Facility

Exit Costs

 

 

Severance and

Related Costs

 

 

Total

 

Balance at the beginning of the period

$

 

 

$

 

 

$

 

Charges (reversals) included in "Direct

   salaries and related costs"

 

 

 

 

402

 

 

 

402

 

Charges (reversals) included in "General

   and administrative"

 

3,028

 

 

 

219

 

 

 

3,247

 

Cash payments

 

(429

)

 

 

(131

)

 

 

(560

)

Balance sheet reclassifications (1)

 

216

 

 

 

 

 

 

216

 

Balance at the end of the period

$

2,815

 

 

$

490

 

 

$

3,305

 

(1) Consists of the reclassification of deferred rent balances to the restructuring liability for locations subject to closure.  

Restructuring Liability Classification

The following table summarizes the Company’s short-term and long-term accrued liabilities associated with its Americas 2018 and 2019 Exit Plans (in thousands):

 

 

Americas

2018 Exit Plan

 

 

Americas

2019 Exit Plan

 

 

June 30, 2019

 

 

December 31, 2018

 

 

June 30, 2019

 

Lease obligations and facility exit costs:

 

 

 

 

 

 

 

 

 

 

 

Included in "Accounts payable"

$

 

 

$

100

 

 

$

54

 

Included in "Other accrued expenses and current

   liabilities"

 

74

 

 

 

952

 

 

 

 

Included in "Other long-term liabilities"

 

55

 

 

 

717

 

 

 

 

 

 

129

 

 

 

1,769

 

 

 

54

 

Severance and related costs:

 

 

 

 

 

 

 

 

 

 

 

Included in "Accrued employee compensation and

   benefits"

 

222

 

 

 

793

 

 

 

1,553

 

Included in "Other accrued expenses and current

   liabilities"

 

 

 

 

24

 

 

 

8

 

 

 

222

 

 

 

817

 

 

 

1,561

 

 

$

351

 

 

$

2,586

 

 

$

1,615

 

 

Americas

2018 Exit Plan

 

 

Americas

2019 Exit Plan

 

 

June 30, 2020

 

 

December 31, 2019

 

 

June 30, 2020

 

 

December 31, 2019

 

Lease obligations and facility exit costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Included in "Other accrued expenses

   and current liabilities"

 

67

 

 

 

54

 

 

 

 

 

 

 

Included in "Other long-term liabilities"

 

 

 

 

27

 

 

 

 

 

 

 

 

 

67

 

 

 

81

 

 

 

 

 

 

 

Severance and related costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Included in "Accrued employee compensation

   and benefits"

 

 

 

 

6

 

 

 

 

 

 

479

 

Included in "Other accrued expenses

   and current liabilities"

 

 

 

 

 

 

 

 

 

 

2

 

 

 

 

 

 

6

 

 

 

 

 

 

481

 

 

$

67

 

 

$

87

 

 

$

 

 

$

481

 

The long-term accrued restructuring liability relates to variable costs associated with future rent obligations to be paid through the remainder of the lease terms, the last of which ends in June 2021.

 

Note 5. Fair Value

 

ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) defines fair value and establishes a framework for measuring fair value. ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.  Additionally, ASC 820 requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for how these assets and liabilities must be grouped, based on significant levels of observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. This hierarchy requires the use of observable market data when available. These two types of inputs have created the following fair value hierarchy:

 

 

Level 1 Quoted prices for identical instruments in active markets.

 

Level 2 Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

 

Level 3 Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 


Determination of Fair Value The Company generally uses quoted market prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access to determine fair value and classifies such items in Level 1. Fair values determined by Level 2 inputs utilize inputs other than quoted market prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted market prices in active markets for similar assets or liabilities, and inputs other than quoted market prices that are observable for the asset or liability. Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.

 

If quoted market prices are not available, fair value is based upon internally developed valuation techniques that use, where possible, current market-based or independently sourced market parameters, such as interest rates, currency exchange rates, etc. Assets or liabilities valued using such internally generated valuation techniques are classified according to the lowest level input or value driver that is significant to the valuation. Thus, an item may be classified in Level 3 even though there may be some significant inputs that are readily observable.

 

The following describes the valuation methodologies used by the Company to measure assets and liabilities at fair value on a recurring basis, including an indication of the level in the fair value hierarchy in which each asset or liability is generally classified, if applicable.

 

Cash, Short-Term and Other Investments and Accounts Payable The carrying values for cash, short-term and other investments and accounts payable approximate their fair values.

 


Long-Term Debt The carrying value of long-term debt approximates its estimated fair value as the debt bears interest based on variable market rates, as outlined in the debt agreement.

 

Foreign Currency Contracts The Company enters into foreign currency forward contracts and options over the counter and values such contracts, including premiums paid on options, at fair value using quoted market prices of comparable instruments or, if none are available, on pricing models or formulas using current market and model assumptions, including adjustments for credit risk. The key inputs include forward or option foreign currency exchange rates and interest rates. These items are classified in Level 2 of the fair value hierarchy.

 

Embedded DerivativesPrior to the adoption of ASC 842, the Company had embedded derivatives within certain hybrid lease agreements that were bifurcated from the host contract and valued such contracts at fair value using significant unobservable inputs, which are classified in Level 3 of the fair value hierarchy.  These unobservable inputs included expected cash flows associated with the lease, currency exchange rates on the day of commencement, as well as forward currency exchange rates, the results of which were adjusted for credit risk. These items were classified in Level 3 of the fair value hierarchy. See Note 3, Leases, and Note 7, Financial Derivatives, for further information.

Investments Held in Rabbi Trust The investment assets of the rabbi trust are valued using quoted market prices in active markets, which are classified in Level 1 of the fair value hierarchy. For additional information about the deferred compensation plan, refer to Note 8, Investments Held in Rabbi Trust.

 


The Company's assets and liabilities measured at fair value on a recurring basis subject to the requirements of ASC 820 consistconsisted of the following (in thousands):

 

 

 

 

 

Fair Value Measurements Using:

 

 

 

 

 

Fair Value Measurements Using:

 

Balance at

 

 

Quoted

Prices in

Active Markets

For Identical

Assets

 

 

Significant

Other

Observable

Inputs

 

 

Significant

Unobservable

Inputs

 

Balance at

 

 

Quoted

Prices in

Active Markets

For Identical

Assets

 

 

Significant

Other

Observable

Inputs

 

 

Significant

Unobservable

Inputs

 

June 30, 2019

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

June 30, 2020

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency contracts (1)

$

3,265

 

 

$

 

 

$

3,265

 

 

$

 

$

1,833

 

 

$

 

 

$

1,833

 

 

$

 

Equity investments held in rabbi trust for the

Deferred Compensation Plan (2)

 

9,101

 

 

 

9,101

 

 

 

 

 

 

 

 

8,711

 

 

 

8,711

 

 

 

 

 

 

 

Debt investments held in rabbi trust for the

Deferred Compensation Plan (2)

 

4,778

 

 

 

4,778

 

 

 

 

 

 

 

 

5,306

 

 

 

5,306

 

 

 

 

 

 

 

$

17,144

 

 

$

13,879

 

 

$

3,265

 

 

$

 

$

15,850

 

 

$

14,017

 

 

$

1,833

 

 

$

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency contracts (1)

$

172

 

 

$

 

 

$

172

 

 

$

 

$

622

 

 

$

 

 

$

622

 

 

$

 

$

172

 

 

$

 

 

$

172

 

 

$

 

$

622

 

 

$

 

 

$

622

 

 

$

 

 

 

 

 

 

Fair Value Measurements Using:

 

 

 

 

 

Fair Value Measurements Using:

 

Balance at

 

 

Quoted

Prices in

Active Markets

For Identical

Assets

 

 

Significant

Other

Observable

Inputs

 

 

Significant

Unobservable

Inputs

 

Balance at

 

 

Quoted

Prices in

Active Markets

For Identical

Assets

 

 

Significant

Other

Observable

Inputs

 

 

Significant

Unobservable

Inputs

 

December 31, 2018

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

December 31, 2019

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency contracts (1)

$

1,068

 

 

$

 

 

$

1,068

 

 

$

 

$

3,607

 

 

$

 

 

$

3,607

 

 

$

 

Embedded derivatives (1)

 

10

 

 

 

 

 

 

 

 

 

10

 

Equity investments held in rabbi trust for the

Deferred Compensation Plan (2)

 

8,075

 

 

 

8,075

 

 

 

 

 

 

 

 

9,125

 

 

 

9,125

 

 

 

 

 

 

 

Debt investments held in rabbi trust for the

Deferred Compensation Plan (2)

 

3,367

 

 

 

3,367

 

 

 

 

 

 

 

 

4,802

 

 

 

4,802

 

 

 

 

 

 

 

$

12,520

 

 

$

11,442

 

 

$

1,068

 

 

$

10

 

$

17,534

 

 

$

13,927

 

 

$

3,607

 

 

$

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency contracts (1)

$

2,895

 

 

$

 

 

$

2,895

 

 

$

 

$

251

 

 

$

 

 

$

251

 

 

$

 

Embedded derivatives (1)

 

369

 

 

 

 

 

 

 

 

 

369

 

$

3,264

 

 

$

 

 

$

2,895

 

 

$

369

 

$

251

 

 

$

 

 

$

251

 

 

$

 

 

(1) See Note 7, Financial Derivatives, for the classification in the accompanying Condensed Consolidated Balance Sheets.  

(2) Included in “Other current assets” in the accompanying Condensed Consolidated Balance Sheets.  See Note 8, Investments Held in Rabbi Trust.

 


Reconciliations of Fair Value Measurements Categorized within Level 3 of the Fair Value Hierarchy

Embedded Derivatives in Lease Agreements

A rollforward of the net asset (liability) activity in the Company’s fair value of the embedded derivatives is as follows (in thousands):

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Balance at the beginning of the period

$

 

 

$

(409

)

 

$

(359

)

 

$

(527

)

Derecognition of embedded derivatives (1)

 

 

 

 

 

 

 

359

 

 

 

 

Gains (losses) recognized in "Other income (expense), net"

 

 

 

 

(252

)

 

 

 

 

 

(165

)

Settlements

 

 

 

 

38

 

 

 

 

 

 

80

 

Effect of foreign currency

 

 

 

 

25

 

 

 

 

 

 

14

 

Balance at the end of the period

$

 

 

$

(598

)

 

$

 

 

$

(598

)

Change in unrealized gains (losses) included in "Other income

   (expense), net" related to embedded derivatives held at

   the end of the period

$

 

 

$

(253

)

 

$

 

 

$

(171

)

(1) Derecognition upon adoption of ASC 842 on January 1, 2019. See Note 3, Leases, for more information.  

Non-Recurring Fair Value

 

Certain assets, under certain conditions, are measured at fair value on a nonrecurring basis utilizing Level 3 inputs, like those associated with acquired businesses, including goodwill, other intangible assets, other long-lived assets, ROU assets and equity method investments. For these assets, measurement at fair value in periods subsequent to their initial recognition would be applicable if these assets were determined to be impaired. The adjusted carrying


values for assets measured at fair value on a nonrecurring basis (no liabilities) subject to the requirements of ASC 820 were not material at June 30, 20192020 and December 31, 2018.2019.

 

The following table summarizes the total impairment losses in the accompanying Condensed Consolidated Statements of Operations related to nonrecurring fair value measurements of certain assets (no liabilities) subject to the requirements of ASC 820 (in thousands):

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

2019

 

 

2018

 

 

2019

 

 

2018

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Americas:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

$

 

 

$

(5,175

)

 

$

(343

)

 

$

(8,701

)

$

760

 

 

$

 

 

$

760

 

 

$

343

 

Operating lease right-of-use assets

 

(129

)

 

 

 

 

 

(1,368

)

 

 

 

 

1,040

 

 

 

129

 

 

 

1,040

 

 

 

1,368

 

$

(129

)

 

$

(5,175

)

 

$

(1,711

)

 

$

(8,701

)

$

1,800

 

 

$

129

 

 

$

1,800

 

 

$

1,711

 

 

In connection with the closure of certain under-utilized customer contact managementengagement centers and the consolidation of leased space in the U.S., the Company recorded impairment charges during the three and six months ended June 30, 2020 related to the exit of leased facilities as well as leasehold improvements, equipment, furniture and fixtures which were not recoverable.

In connection with the closure of certain under-utilized customer engagement centers and the consolidation of leased space in the U.S. and Canada, the Company recorded impairment charges during the three and six months ended June 30, 2019 and 2018 related to the exit of leased facilities as well as leasehold improvements, equipment, furniture and fixtures which were not recoverable. See Note 4, Costs Associated with Exit andor Disposal Activities, for further information.


Note 6. Goodwill and Intangible Assets

Intangible Assets

The following table presents the Company’s purchased intangible assets as of June 30, 20192020 (in thousands):

 

Gross

Intangibles

 

 

Accumulated

Amortization

 

 

Net

Intangibles

 

 

Weighted

Average

Amortization

Period (years)

 

Gross

Intangibles

 

 

Accumulated

Amortization

 

 

Net

Intangibles

 

 

Weighted

Average

Amortization

Period (years)

 

Intangible assets subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

$

190,290

 

 

$

(114,031

)

 

$

76,259

 

 

 

10

 

$

188,875

 

 

$

(126,829

)

 

$

62,046

 

 

 

10

 

Trade names and trademarks

 

19,219

 

 

 

(11,750

)

 

 

7,469

 

 

 

8

 

 

19,123

 

 

 

(14,043

)

 

 

5,080

 

 

 

8

 

Non-compete agreements

 

2,742

 

 

 

(2,022

)

 

 

720

 

 

 

3

 

 

923

 

 

 

(508

)

 

 

415

 

 

 

3

 

Content library

 

513

 

 

 

(513

)

 

 

 

 

 

2

 

 

507

 

 

 

(507

)

 

 

 

 

 

2

 

Proprietary software

 

1,040

 

 

 

(795

)

 

 

245

 

 

 

4

 

 

870

 

 

 

(765

)

 

 

105

 

 

 

5

 

Intangible assets not subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domain names

 

80,816

 

 

 

 

 

 

80,816

 

 

N/A

 

 

80,927

 

 

 

 

 

 

80,927

 

 

N/A

 

$

294,620

 

 

$

(129,111

)

 

$

165,509

 

 

 

5

 

$

291,225

 

 

$

(142,652

)

 

$

148,573

 

 

 

4

 

 

The following table presents the Company’s purchased intangible assets as of December 31, 20182019 (in thousands):

 

Gross

Intangibles

 

 

Accumulated

Amortization

 

 

Net

Intangibles

 

 

Weighted

Average

Amortization

Period (years)

 

Gross

Intangibles

 

 

Accumulated

Amortization

 

 

Net

Intangibles

 

 

Weighted

Average

Amortization

Period (years)

 

Intangible assets subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

��

 

 

 

Customer relationships

$

189,697

 

 

$

(106,502

)

 

$

83,195

 

 

 

10

 

$

191,171

 

 

$

(121,074

)

 

$

70,097

 

 

 

10

 

Trade names and trademarks

 

19,236

 

 

 

(10,594

)

 

 

8,642

 

 

 

8

 

 

19,380

 

 

 

(12,929

)

 

 

6,451

 

 

 

8

 

Non-compete agreements

 

2,746

 

 

 

(1,724

)

 

 

1,022

 

 

 

3

 

 

2,769

 

 

 

(2,181

)

 

 

588

 

 

 

3

 

Content library

 

517

 

 

 

(517

)

 

 

 

 

 

2

 

 

506

 

 

 

(506

)

 

 

 

 

 

2

 

Proprietary software

 

1,040

 

 

 

(725

)

 

 

315

 

 

 

4

 

 

870

 

 

 

(695

)

 

 

175

 

 

 

5

 

Intangible assets not subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domain names

 

80,857

 

 

 

 

 

 

80,857

 

 

N/A

 

 

81,109

 

 

 

 

 

 

81,109

 

 

N/A

 

$

294,093

 

 

$

(120,062

)

 

$

174,031

 

 

 

5

 

$

295,805

 

 

$

(137,385

)

 

$

158,420

 

 

 

5

 

 


The Company’s estimated future amortization expense for the succeeding years relating to the purchased intangible assets resulting from acquisitions completed prior to June 30, 20192020 is as follows (in thousands):

 

Years Ending December 31,

Amount

 

2019 (remainder of the year)

 

8,274

 

2020

 

14,011

 

Amount

 

2020 (remainder of the year)

$

5,706

 

2021

 

9,422

 

 

9,341

 

2022

 

8,121

 

 

8,057

 

2023

 

7,273

 

 

7,220

 

2024

 

7,027

 

 

6,975

 

2025 and thereafter

 

30,565

 

2025

 

6,851

 

2026 and thereafter

 

23,496

 

 

Goodwill

Changes in goodwill for the six months ended June 30, 20192020 consisted of the following (in thousands):

 

January 1, 2019

 

 

Acquisition-

Related  (1)

 

 

Effect of

Foreign

Currency

 

 

June 30, 2019

 

January 1, 2020

 

 

Acquisition-

Related

 

 

Effect of

Foreign

Currency

 

 

June 30, 2020

 

Americas

$

255,436

 

 

$

1,202

 

 

$

2,554

 

 

$

259,192

 

$

259,953

 

 

$

 

 

$

(2,038

)

 

$

257,915

 

EMEA

 

47,081

 

 

 

(124

)

 

 

(99

)

 

 

46,858

 

 

51,294

 

 

 

 

 

 

(2,497

)

 

 

48,797

 

$

302,517

 

 

$

1,078

 

 

$

2,455

 

 

$

306,050

 

$

311,247

 

 

$

 

 

$

(4,535

)

 

$

306,712

 

 

Changes in goodwill for the year ended December 31, 20182019 consisted of the following (in thousands):

 

January 1, 2018

 

 

Acquisition-

Related  (1)

 

 

Effect of

Foreign

Currency

 

 

December 31, 2018

 

January 1, 2019

 

 

Acquisition-

Related  (1)

 

 

Effect of

Foreign

Currency

 

 

December 31, 2019

 

Americas

$

258,496

 

 

$

2,175

 

 

$

(5,235

)

 

$

255,436

 

$

255,436

 

 

$

1,202

 

 

$

3,315

 

 

$

259,953

 

EMEA

 

10,769

 

 

 

36,361

 

 

 

(49

)

 

 

47,081

 

 

47,081

 

 

 

2,421

 

 

 

1,792

 

 

 

51,294

 

$

269,265

 

 

$

38,536

 

 

$

(5,284

)

 

$

302,517

 

$

302,517

 

 

$

3,623

 

 

$

5,107

 

 

$

311,247

 

 

(1) See Note 1, Overview and Basis of Presentation, for further information. The year ended December 31, 2018 includes the goodwill recorded upon acquisition, while the six months ended June 30, 2019 includes the impact of adjustments to acquired goodwill upon finalization of working capital adjustments and the tax analysis of WhistleOut’s and Symphony’s assets acquired and liabilities assumed.

 

The Company performs its annual goodwill impairment test during the third quarter, or more frequently if indicators of impairment exist.

For the annual goodwill impairment test, the Company elected to forgo the option to first assess qualitative factors and performed its annual quantitative goodwill impairment test as of July 31, 2018.2019.  Under ASC 350, Intangibles – Goodwill and Other, the carrying value of assets is calculated at the reporting unit level. The quantitative assessment of goodwill includes comparing a reporting unit’s calculated fair value to its carrying value. The calculation of fair value requires significant judgments including estimation of future cash flows, which is dependent on internal forecasts, estimation of the projected long-term growth rate of growth and determination of the Company’s weighted average cost of capital. Changes in these estimates and assumptions could materially affect the determination of fair value and/or conclusions on goodwill impairment for each reporting unit. If the fair value of the reporting unit is less than its carrying value, goodwill is considered impaired and an impairment loss is recognized for the amount by which the carrying value exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit.

The process of evaluating the fair value of the reporting units is highly subjective and requires significant judgment and estimates as the reporting units operate in a number of markets and geographical regions. The Company considered the income and market approaches to determine its best estimates of fair value, which incorporated the following significant assumptions:

 

Revenue projections, including revenue growth during the forecast periods;

 

EBITDA margin projections over the forecast periods;

 

Estimated income tax rates;

 

Estimated capital expenditures; and

 

Discount rates based on various inputs, including the risks associated with the specific reporting units as well as their revenue growth and EBITDA margin assumptions.


As of July 31, 2018,2019, the Company had 8 reporting units, seven of which have goodwill. The Company concluded that goodwill was not impaired for all six7 of its reporting units with goodwill, based on generally accepted valuation techniques and the significant assumptions outlined above.  While theThe fair values of four3 of the sixseven reporting units were substantially in excess of their carrying value, value. Tthe Qelp B.V.he Clearlink, Symphony, (“Qelp”) Latin America and Clear Link Holdings, LLCQelp (“Clearlink”) reporting units’ fair values exceeded thetheir respective carrying values, although the fair value cushion was not substantiallysubstantial. The decrease in the Clearlink reporting unit’s cushion from the prior year was primarily attributable to a decrease in the projected long-term growth rate of the U.S. Gross Domestic Product as well as a decline in projected revenue growth. The decrease in the cushion from the prior year for the Latin America and Qelp and Clearlink werereporting units was primarily attributable to an increase in the country-specific risk premiums which increased the applied weighted average cost of capital. Symphony was acquired by the Company in 2015 and 2016, respectively.November 2018.

The QelpClearlink, Symphony, Latin America and ClearlinkQelp reporting units are at risk of future impairment if projected operating results are not met or other inputs into the fair value measurement model change. However, asSymphony’s on-site consulting model has been negatively impacted by travel and shelter-in-place restrictions imposed by governments and businesses to reduce the spread of COVID-19. There is significant uncertainty regarding the length of time these restrictions will remain in place. An impairment charge may arise in the future if Symphony’s operations experience a prolonged delay in the resumption of its operations or a significant shift in client demand results from the economic downturn. As of June 30, 2019,2020, the Company believes there was no impairment related to Symphony’s $39.0 million of goodwill.

As of June 30, 2020, the Company believes there were no0 indicators of impairment related to Qelp’s $10.1Clearlink’s $74.2 million of goodwill, Latin America’s $18.9 million of goodwill and Clearlink’s $72.3Qelp’s $9.8 million of goodwill. Additionally, as of June 30, 2019, the Company noted no indicators of impairment related to Symphony’s $36.7 million of goodwill, recorded as a result of the acquisition on November 1, 2018.

Note 7. Financial Derivatives

Cash Flow Hedges The Company has derivative assets and liabilities relating to outstanding forward contracts and options, designated as cash flow hedges, as defined under ASC 815, Derivatives and Hedging (“ASC 815”), consisting of Philippine Peso, Costa Rican Colon, Hungarian Forint and Romanian Leu contracts. These foreign


currency contracts are entered into to hedge the exposure to variability in the cash flows of a specific asset or liability, or of a forecasted transaction that is attributable to changes in exchange rates.

The deferred gains (losses) and related taxes on the Company’s cash flow hedges recorded in “Accumulated other comprehensive income (loss)” (“AOCI”) in the accompanying Condensed Consolidated Balance Sheets were as follows (in thousands):

 

June 30, 2019

 

 

December 31, 2018

 

June 30, 2020

 

 

December 31, 2019

 

Deferred gains (losses) in AOCI

$

2,733

 

 

$

(1,825

)

$

740

 

 

$

2,221

 

Tax on deferred gains (losses) in AOCI

 

(97

)

 

 

(39

)

 

(45

)

 

 

69

 

Deferred gains (losses) in AOCI, net of taxes

$

2,636

 

 

$

(1,864

)

$

695

 

 

$

2,290

 

Deferred gains (losses) expected to be reclassified to "Revenues"

from AOCI during the next twelve months

$

2,733

 

 

 

 

 

$

690

 

 

 

 

 

 

Deferred gains (losses) and other future reclassifications from AOCI will fluctuate with movements in the underlying market price of the forward contracts and options as well as the related settlement of forecasted transactions.

Non-Designated Hedges

Foreign Currency Forward Contracts The Company also periodically enters into foreign currency hedge contracts that are not designated as hedges as defined under ASC 815. The purpose of these derivative instruments is to protect the Company’s interests against adverse foreign currency moves relating primarily to intercompany receivables and payables, and other assets and liabilities that are denominated in currencies other than the Company’s subsidiaries’ functional currencies.  

Embedded DerivativesThe Company enters into certain lease agreements which require payments not denominated in the functional currency of any substantial party to the agreements. Prior to the adoption of ASC 842 on January 1, 2019, the foreign currency component of these contracts met the criteria under ASC 815 as embedded derivatives. The Company has determined that the embedded derivatives were not clearly and closely related to the economic characteristics and risks of the host contracts (lease agreements), and separate, stand-alone instruments with the same terms as the embedded derivative instruments would otherwise qualify as derivative instruments, thereby requiring separation from the lease agreements and recognition at fair value. Such instruments did not qualify for hedge accounting under ASC 815. The Company’s embedded derivatives were derecognized on January 1, 2019.


The Company had the following outstanding foreign currency forward contracts and options and embedded derivatives (in thousands):

 

June 30, 2019

 

 

December 31, 2018

 

June 30, 2020

 

December 31, 2019

 

Contract Type

Notional

Amount

in USD

 

 

Settle

Through

Date

 

 

Notional

Amount

in USD

 

 

Settle

Through

Date

 

Notional

Amount

in USD

 

 

Settle

Through

Date

 

Notional

Amount

in USD

 

 

Settle

Through

Date

 

Cash flow hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US Dollars/Philippine Pesos

$

41,250

 

 

June 2020

 

 

$

26,250

 

 

December 2019

 

$

40,000

 

 

December 2020

 

$

74,000

 

 

December 2020

 

Forwards:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US Dollars/Philippine Pesos

 

6,000

 

 

September 2019

 

 

 

39,000

 

 

September 2019

 

US Dollars/Costa Rican Colones

 

42,000

 

 

June 2020

 

 

 

67,000

 

 

December 2019

 

 

64,000

 

 

August 2021

 

 

42,000

 

 

December 2020

 

Euros/Hungarian Forints

 

1,569

 

 

December 2019

 

 

 

 

 

 

 

 

1,751

 

 

December 2020

 

 

 

 

 

 

Euros/Romanian Leis

 

8,427

 

 

December 2019

 

 

 

 

 

 

 

 

7,556

 

 

December 2020

 

 

 

 

 

 

Non-designated hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forwards

 

20,031

 

 

November 2021

 

 

 

19,261

 

 

November 2021

 

 

9,405

 

 

November 2021

 

 

19,295

 

 

November 2021

 

Embedded derivatives

 

 

 

 

 

 

 

14,069

 

 

April 2030

 

 

Master netting agreements exist with each respective counterparty to reduce credit risk by permitting net settlement of derivative positions. In the event of default by the Company or one of its counterparties, these agreements include a set-off clause that provides the non-defaulting party the right to net settle all derivative transactions, regardless of the currency and settlement date.  The maximum amount of loss due to credit risk that, based on gross fair value, the Company would incur if parties to the derivative transactions that make up the concentration failed to perform


according to the terms of the contracts was $3.3$1.8 million and $1.1$3.6 million as of June 30, 20192020 and December 31, 2018,2019, respectively.  After consideration of these netting arrangements and offsetting positions by counterparty, the total net settlement amount as it relates to these positions are asset positions of $3.3$1.5 million and $1.1$3.4 million as of June 30, 20192020 and December 31, 2018,2019, respectively, and liability positions of $0.2$0.3 million and $2.9 million $0 as of June 30, 20192020 and December 31, 2018,2019, respectively.

Although legally enforceable master netting arrangements exist between the Company and each counterparty, the Company has elected to present the derivative assets and derivative liabilities on a gross basis in the accompanying Condensed Consolidated Balance Sheets. Additionally, the Company is not required to pledge, nor is it entitled to receive, cash collateral related to these derivative transactions.

The following tables present the fair value of the Company’s derivative instruments included in the accompanying Condensed Consolidated Balance Sheets (in thousands):

 

 

 

 

Derivative Assets

 

 

 

 

Derivative Assets

 

 

Balance Sheet Location

 

June 30, 2019

 

 

December 31, 2018

 

 

Balance Sheet Location

 

June 30, 2020

 

 

December 31, 2019

 

Derivatives designated as cash

flow hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency contracts

 

Other current assets

 

$

3,167

 

 

$

1,038

 

 

Other current assets

 

$

1,678

 

 

$

3,051

 

Foreign currency contracts

 

Deferred charges and other assets

 

 

50

 

 

 

 

 

 

 

 

1,728

 

 

 

3,051

 

Derivatives not designated as

hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency contracts

 

Other current assets

 

 

55

 

 

 

30

 

 

Other current assets

 

 

53

 

 

 

322

 

Foreign currency contracts

 

Deferred charges and other assets

 

 

43

 

 

 

 

 

Deferred charges and other assets

 

 

52

 

 

 

234

 

Embedded derivatives

 

Other current assets

 

 

 

 

 

10

 

Total derivative assets

 

 

 

$

3,265

 

 

$

1,078

 

 

 

 

$

1,833

 

 

$

3,607

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Liabilities

 

 

 

 

Derivative Liabilities

 

 

Balance Sheet Location

 

June 30, 2019

 

 

December 31, 2018

 

 

Balance Sheet Location

 

June 30, 2020

 

 

December 31, 2019

 

Derivatives designated as cash

flow hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency contracts

 

Other accrued expenses and current liabilities

 

$

7

 

 

$

2,604

 

 

Other accrued expenses and current liabilities

 

$

622

 

 

$

138

 

Derivatives not designated as

hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency contracts

 

Other accrued expenses and current liabilities

 

 

165

 

 

 

247

 

 

Other accrued expenses and current liabilities

 

 

 

 

 

113

 

Foreign currency contracts

 

Other long-term liabilities

 

 

 

 

 

44

 

Embedded derivatives

 

Other accrued expenses and current liabilities

 

 

 

 

 

8

 

Embedded derivatives

 

Other long-term liabilities

 

 

 

 

 

361

 

Total derivative liabilities

 

 

 

$

172

 

 

$

3,264

 

 

 

 

$

622

 

 

$

251

 

 


The following table presents the effect of the Company’s derivative instruments included in the accompanying condensed consolidated financial statements (in thousands):

 

Location of Gains

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

Location of Gains

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

(Losses) in Net Income

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

(Losses) in Net Income

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Revenues

 

 

 

$

389,006

 

 

$

396,785

 

 

$

791,931

 

 

$

811,156

 

 

 

 

$

416,833

 

 

$

389,006

 

 

$

827,999

 

 

$

791,931

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives designated as cash

flow hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gains (losses) recognized in AOCI:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency contracts

 

 

 

 

3,586

 

 

 

(305

)

 

 

4,769

 

 

 

(3,001

)

 

 

 

 

1,179

 

 

 

3,586

 

 

 

868

 

 

 

4,769

 

Gains (losses) reclassified from AOCI:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency contracts

 

Revenues

 

 

631

 

 

 

193

 

 

 

130

 

 

 

436

 

 

Revenues

 

 

1,438

 

 

 

631

 

 

 

2,364

 

 

 

130

 

Derivatives not designated as

hedging instruments:

 

 

 

 

 

 

 

 

��

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gains (losses) recognized from foreign

currency contracts

 

Other income (expense), net

 

$

(432

)

 

$

(93

)

 

$

(465

)

 

$

(1,262

)

 

Other income (expense), net

 

$

(164

)

 

$

(432

)

 

$

(410

)

 

$

(465

)

Gains (losses) recognized from embedded

derivatives

 

Other income (expense), net

 

 

 

 

 

(252

)

 

 

 

 

 

(165

)

 

 

 

$

(432

)

 

$

(345

)

 

$

(465

)

 

$

(1,427

)

 

Note 8.  Investments Held in Rabbi Trust

 

The Company’s investments held in rabbi trust, classified as trading securities and included in “Other current assets” in the accompanying Condensed Consolidated Balance Sheets, at fair value, consist of the following (in thousands):

 

 

June 30, 2019

 

 

December 31, 2018

 

 

Cost

 

 

Fair Value

 

 

Cost

 

 

Fair Value

 

Mutual funds

$

9,744

 

 

$

13,879

 

 

$

8,864

 

 

$

11,442

 

 

June 30, 2020

 

 

December 31, 2019

 

 

Cost

 

 

Fair Value

 

 

Cost

 

 

Fair Value

 

Mutual funds

$

10,170

 

 

$

14,017

 

 

$

9,777

 

 

$

13,927

 

 

The mutual funds held in rabbi trust were 66%62% equity-based and 34%38% debt-based as of June 30, 2019.2020. Net investment gains (losses) included in “Other income (expense), net” in the accompanying Condensed Consolidated Statements of Operations consists of the following (in thousands):

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

2019

 

 

2018

 

 

2019

 

 

2018

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net realized gains (losses) from sale of trading securities

$

5

 

 

$

27

 

 

$

66

 

 

$

32

 

$

12

 

 

$

5

 

 

$

62

 

 

$

66

 

Dividend and interest income

 

53

 

 

 

43

 

 

 

82

 

 

 

68

 

 

48

 

 

 

53

 

 

 

81

 

 

 

82

 

Net unrealized holding gains (losses)

 

368

 

 

 

72

 

 

 

1,458

 

 

 

17

 

 

1,756

 

 

 

368

 

 

 

(384

)

 

 

1,458

 

$

426

 

 

$

142

 

 

$

1,606

 

 

$

117

 

$

1,816

 

 

$

426

 

 

$

(241

)

 

$

1,606

 

Note 9. Borrowings

On February 14, 2019, the Company entered into a $500 million senior revolving credit facility (the “2019 Credit Agreement”) with a group of lenders, KeyBank National Association, as Administrative Agent, Swing Line Lender and Issuing Lender (“KeyBank”), the lenders named therein, and KeyBanc Capital Markets Inc. as Lead Arranger and Sole Book Runner. The 2019 Credit Agreement replaced the Company’s previous $440 million revolving credit facility dated May 12, 2015 (the “2015 Credit Agreement”), which agreement was terminated simultaneous with entering into the 2019 Credit Agreement. The 2019 Credit Agreement is subject to certain borrowing limitations and includes certain customary financial and restrictive covenants.

The 2019 Credit Agreement includes a $200 million alternate-currency sub-facility, a $15 million swingline sub-facility and a $15 million letter of credit sub-facility, and may be used for general corporate purposes including acquisitions, share repurchases, working capital support and letters of credit, subject to certain limitations. The Company is not currently aware of any inability of its lenders to provide access to the full commitment of funds that exist under the revolving credit facility, if necessary.  However, there can be no assurance that such facility will be available to the Company, even though it is a binding commitment of the financial institutions.

 


The 2019 Credit Agreement matures on February 14, 2024, and had outstanding borrowings of $92.0 million at June 30, 2019 and the 2015 Credit Agreement had outstanding borrowings of $102.0 million at December 31, 2018, included in “Long-term debt” in the accompanying Condensed Consolidated Balance Sheets.

Borrowings under the 2019 Credit Agreement bear interest at the rates set forth in the 2019 Credit Agreement. In addition, the Company is required to pay certain customary fees, including a commitment fee determined quarterly based on the Company’s leverage ratio and due quarterly in arrears as calculated on the average unused amount of the 2019 Credit Agreement.

The 2019 Credit Agreement is guaranteed by all the Company’s existing and future direct and indirect material U.S. subsidiaries and secured by a pledge of 100% of the non-voting and 65% of the voting capital stock of all the direct foreign subsidiaries of the Company and those of the guarantors.

In February 2019, the Company paid debt issuance costs of $1.1 million for the 2019 Credit Agreement, which is deferred and amortized over the term of the loan, along with the debt issuance costs of $0.3 million related to the 2015 Credit Agreement.

The following table presents information related to our credit agreements (dollars in thousands):

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Average daily utilization

$

89,593

 

 

$

100,110

 

 

$

92,779

 

 

$

110,691

 

Interest expense (1)

$

922

 

 

$

915

 

 

$

1,884

 

 

$

1,916

 

Weighted average interest rate (1)

 

4.1

%

 

 

3.7

%

 

 

4.1

%

 

 

3.5

%

(1) Excludes the amortization of deferred loan fees and includes the commitment fee.

In January 2018, the Company repaid $175.0 million of long-term debt outstanding under its 2015 Credit Agreement, primarily using funds repatriated from its foreign subsidiaries.

Note 10.9. Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) consist of the following (in thousands):

 

Foreign

Currency

Translation

Adjustments

 

 

Unrealized

Gain

(Loss) on

Net

Investment

Hedge

 

 

Unrealized

Gain (Loss)

on

Cash Flow

Hedging

Instruments

 

 

Unrealized

Actuarial

Gain

(Loss)

Related

to Pension

Liability

 

 

Unrealized

Gain

(Loss) on

Postretirement

Obligation

 

 

Total

 

Foreign

Currency

Translation

Adjustments

 

 

Unrealized

Gain

(Loss) on

Net

Investment

Hedge

 

 

Unrealized

Gain (Loss)

on

Cash Flow

Hedging

Instruments

 

 

Unrealized

Actuarial

Gain

(Loss)

Related

to Pension

Liability

 

 

Unrealized

Gain

(Loss) on

Postretirement

Obligation

 

 

Total

 

Balance at January 1, 2018

$

(36,315

)

 

$

1,046

 

 

$

2,471

 

 

$

1,574

 

 

$

120

 

 

$

(31,104

)

Balance at January 1, 2019

$

(58,253

)

 

$

1,046

 

 

$

(1,864

)

 

$

2,256

 

 

$

40

 

 

$

(56,775

)

Pre-tax amount

 

(22,158

)

 

 

 

 

 

(4,287

)

 

 

783

 

 

 

 

 

 

(25,662

)

 

5,462

 

 

 

 

 

 

6,978

 

 

 

108

 

 

 

 

 

 

12,548

 

Tax (provision) benefit

 

 

 

 

 

 

 

84

 

 

 

47

 

 

 

 

 

 

131

 

 

 

 

 

 

 

 

20

 

 

 

(23

)

 

 

 

 

 

(3

)

Reclassification of (gain) loss to net income

 

 

 

 

 

 

 

6

 

 

 

(66

)

 

 

(80

)

 

 

(140

)

 

 

 

 

 

 

 

(2,719

)

 

 

(100

)

 

 

48

 

 

 

(2,771

)

Foreign currency translation

 

220

 

 

 

 

 

 

(138

)

 

 

(82

)

 

 

 

 

 

 

 

42

 

 

 

 

 

 

(125

)

 

 

83

 

 

 

 

 

 

 

Balance at December 31, 2018

 

(58,253

)

 

 

1,046

 

 

 

(1,864

)

 

 

2,256

 

 

 

40

 

 

 

(56,775

)

Balance at December 31, 2019

 

(52,749

)

 

 

1,046

 

 

 

2,290

 

 

 

2,324

 

 

 

88

 

 

 

(47,001

)

Pre-tax amount

 

3,680

 

 

 

 

 

 

4,769

 

 

 

 

 

 

 

 

 

8,449

 

 

(12,979

)

 

 

 

 

 

868

 

 

 

 

 

 

 

 

 

(12,111

)

Tax (provision) benefit

 

 

 

 

 

 

 

(101

)

 

 

6

 

 

 

 

 

 

(95

)

 

 

 

 

 

 

 

(184

)

 

 

7

 

 

 

 

 

 

(177

)

Reclassification of (gain) loss to net income

 

 

 

 

 

 

 

(85

)

 

 

(48

)

 

 

(10

)

 

 

(143

)

 

 

 

 

 

 

 

(2,294

)

 

 

(53

)

 

 

(44

)

 

 

(2,391

)

Foreign currency translation

 

21

 

 

 

 

 

 

(83

)

 

 

62

 

 

 

 

 

 

 

 

(60

)

 

 

 

 

 

15

 

 

 

45

 

 

 

 

 

 

 

Balance at June 30, 2019

$

(54,552

)

 

$

1,046

 

 

$

2,636

 

 

$

2,276

 

 

$

30

 

 

$

(48,564

)

Balance at June 30, 2020

$

(65,788

)

 

$

1,046

 

 

$

695

 

 

$

2,323

 

 

$

44

 

 

$

(61,680

)

 


The following table summarizes the amounts reclassified to net income from accumulated other comprehensive income (loss) and the associated line item in the accompanying Condensed Consolidated Statements of Operations (in thousands):

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

Statements of

Operations

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

Statements of

Operations

2019

 

 

2018

 

 

2019

 

 

2018

 

 

Location

2020

 

 

2019

 

 

2020

 

 

2019

 

 

Location

Gain (loss) on cash flow hedging

instruments: (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-tax amount

$

631

 

 

$

193

 

 

$

130

 

 

$

436

 

 

Revenues

$

1,438

 

 

$

631

 

 

$

2,364

 

 

$

130

 

 

Revenues

Tax (provision) benefit

 

(35

)

 

 

17

 

 

 

(45

)

 

 

24

 

 

Income taxes

 

(42

)

 

 

(35

)

 

 

(70

)

 

 

(45

)

 

Income taxes

Reclassification to net income

 

596

 

 

 

210

 

 

 

85

 

 

 

460

 

 

 

 

1,396

 

 

 

596

 

 

 

2,294

 

 

 

85

 

 

 

Actuarial gain (loss) related to

pension liability: (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-tax amount

 

21

 

 

 

14

 

 

 

42

 

 

 

29

 

 

Other income (expense), net

 

23

 

 

 

21

 

 

 

46

 

 

 

42

 

 

Other income (expense), net

Tax (provision) benefit

 

3

 

 

 

3

 

 

 

6

 

 

 

6

 

 

Income taxes

 

4

 

 

 

3

 

 

 

7

 

 

 

6

 

 

Income taxes

Reclassification to net income

 

24

 

 

 

17

 

 

 

48

 

 

 

35

 

 

 

 

27

 

 

 

24

 

 

 

53

 

 

 

48

 

 

 

Gain (loss) on postretirement

obligation: (2),(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain (loss) on postretirement

obligation: (2)(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reclassification to net income

 

5

 

 

 

10

 

 

 

10

 

 

 

20

 

 

Other income (expense), net

 

22

 

 

 

5

 

 

 

44

 

 

 

10

 

 

Other income (expense), net

$

625

 

 

$

237

 

 

$

143

 

 

$

515

 

 

 

$

1,445

 

 

$

625

 

 

$

2,391

 

 

$

143

 

 

 

 

(1) See Note 7, Financial Derivatives, for further information.

(2) See Note 14,13, Defined Benefit Pension Plan and Postretirement Benefits, for further information.

(3) No related tax (provision) benefit.

As discussed in Note 11,10, Income Taxes, for periods prior to December 31, 2017, any remaining reinvested earnings and outside basis differences associated with the Company’s investments in its foreign subsidiaries are considered to be indefinitely reinvested and no provision for income taxes on those earnings or translation adjustments has been provided.

Note 11.10. Income Taxes

The Company’s effective tax rates were as follows:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Effective tax rate

 

18.0

%

 

 

-45.0

%

 

 

23.7

%

 

 

1.2

%

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Effective tax rate

 

22.3

%

 

 

18.0

%

 

 

24.3

%

 

 

23.7

%


The increase in the effective tax rate for the three months ended June 30, 20192020 as compared to 20182019 was primarily due to an election made during the three months ended June 30, 2019 to step up tax basis in a $3.2foreign subsidiary which resulted in a $0.6 million decrease in benefit associated with the settlement ofdiscrete tax audits and ancillary issues recognized in the prior period.benefit.  The increase was also affected by shifts in earnings among the various jurisdictions in which the Company operates. Several additional factors, none of which were individually material, also impacted the rate. The difference between the Company’s effective tax rate as compared to the U.S. statutory federal tax rate of 21.0% was primarily due to the aforementioned factors as well astax impact of permanent differences, state income and foreign withholding taxes, partially offset by the recognition of net tax benefits resulting from foreign tax rate differentials, income earned in certain tax holiday jurisdictions and tax credits, offset by the tax impact of permanent differences, state income and foreign withholding taxes.credits.

The increase in the effective tax rate for the six months ended June 30, 20192020 as compared to 20182019 was primarily due to a $3.4 million decrease in discrete tax benefit from the aforementioned settlement ofelection to step up tax audits and ancillary matters. The increase was also affectedbasis in a foreign subsidiary, partially offset by shifts in earnings among the various jurisdictions in which the Company operates. Several additional factors, none of which were individually material, also impacted the rate. The difference between the Company’s effective tax rate as compared to the U.S. statutory federal tax rate of 21.0% was primarily due to the aforementioned factors as well astax impact of permanent differences, state income and foreign withholding taxes, partially offset by the recognition of net tax benefits resulting from foreign tax rate differentials, income earned in certain tax holiday jurisdictions and tax credits, offset by the tax impact of permanent differences, state income and foreign withholding taxes.

The 2017 Tax Reform Act made significant changes to the Internal Revenue Code, including, but not limited to, a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a participation exemption regime, and a one-time transition tax on the mandatory deemed repatriation of foreign earnings. The Company estimated its provision for income taxes in accordance with the 2017 Tax Reform Act and guidance available upon enactment, and as a result recorded $32.7 million as additional income tax expense in the fourth quarter of 2017, the period in which the


legislation was signed into law. The $32.7 million estimate included the provisional amount related to the one-time transition tax on the mandatory deemed repatriation of foreign earnings of $32.7 million based on cumulative foreign earnings of $531.8 million and $1.0 million of foreign withholding taxes on certain anticipated distributions. The provisional tax expense was partially offset by a provisional benefit of $1.0 million related to the remeasurement of certain deferred tax assets and liabilities, based on the rates at which they are expected to reverse in the future. The Company finalized the computation during the fourth quarter of 2018 and recorded a $0.2 million decrease during the year ended December 31, 2018 to the original provisional amount recorded.credits.

Prior to December 31, 2017, no additional income taxes have been provided for any remainingreinvested earnings and outside basis differences inherent in the Company’s investments in its foreign subsidiaries as these amounts continue to be indefinitely reinvested in foreign operations. Determining the amount of unrecognized deferred tax liability related to any remaining outside basis difference in these entities is not practicable due to the inherent complexity of the multi-national tax environment in which the Company operates.

The Company received assessments for the Canadian 2003-2009 audit. Requests for Competent Authority Assistance were filed with both the Canadian Revenue Agency and the U.S. Internal Revenue Service and the Company paid mandatory security deposits to Canada as part of this process.  As of June 30, 2017, the Company determined that all material aspects of the Canadian audit were effectively settled pursuant to ASC 740.  As a result, the Company recognized an income tax benefit of $1.2 million, net of the U.S. tax impact, at that time and the deposits were applied against the anticipated liability.  During the three months ended June 30, 2018, the Company finalized procedures ancillary to the Canadian audit and recognized an additional $2.7 million income tax benefit due to the elimination of certain assessed penalties, interest and withholding taxes.

The Company has no significant tax jurisdictions under audit; however, the Company is currently under audit in several tax jurisdictions. The Company believes it is adequately reserved forhas adequate reserves related to all matters pertaining to these audits. Should the remainingCompany experience unfavorable outcomes from these audits, and their resolution is not expected tosuch outcomes could have a materialsignificant impact on its financial conditions andcondition, results of operations.operations and cash flows.

Note 12.11. Earnings Per Share

Basic earnings per share are based on the weighted average number of common shares outstanding during the periods. Diluted earnings per share includes the weighted average number of common shares outstanding during the respective periods and the further dilutive effect, if any, from stock appreciation rights, restricted stock, restricted stock units and shares held in rabbi trust using the treasury stock method.

The numbers of shares used in the earnings per share computation were as follows (in thousands):

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

2019

 

 

2018

 

 

2019

 

 

2018

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Basic:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

42,038

 

 

 

42,125

 

 

 

42,107

 

 

 

42,035

 

 

40,318

 

 

 

42,038

 

 

 

40,726

 

 

 

42,107

 

Diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dilutive effect of stock appreciation rights, restricted

stock, restricted stock units and shares held in

rabbi trust

 

56

 

 

 

35

 

 

 

93

 

 

 

162

 

 

62

 

 

 

56

 

 

 

131

 

 

 

93

 

Total weighted average diluted shares outstanding

 

42,094

 

 

 

42,160

 

 

 

42,200

 

 

 

42,197

 

 

40,380

 

 

 

42,094

 

 

 

40,857

 

 

 

42,200

 

Anti-dilutive shares excluded from the diluted earnings

per share calculation

 

207

 

 

 

31

 

 

 

164

 

 

 

6

 

 

101

 

 

 

207

 

 

 

51

 

 

 

164

 

 

On August 18, 2011, the Company’s Board of Directors (the “Board”) authorized the Company to purchase up to 5.0 million shares of its outstanding common stock (the “2011 Share Repurchase Program”). On March 16, 2016, the Board authorized an increase of 5.0 million shares to the 2011 Share Repurchase Program for a total of 10.0 million shares.  A total of 6.07.8 million shares have been repurchased under the 2011 Share Repurchase 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, management discretion and general market conditions. The 2011 Share Repurchase Program has no expiration date.  


The shares repurchased under the Company’s 2011 Share Repurchase Program during the three and six months ended June 30, 2019 were as follows (none in 2018) (in thousands, except per share amounts):

 

 

Total Number of Shares

 

 

Range of Prices Paid Per Share

 

 

Total Cost of Shares

 

 

Total Number of

 

 

 

 

 

Total Cost of

 

For the Three and Six Months Ended:

 

Repurchased

 

 

Low

 

 

High

 

 

Repurchased

 

 

Shares

 

 

Range of Prices Paid Per Share

 

 

Shares

 

 

Repurchased

 

 

Low

 

 

High

 

 

Repurchased

 

Three Months Ended:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2020

 

 

500

 

 

$

23.90

 

 

$

27.94

 

 

$

13,019

 

June 30, 2019

 

 

771

 

 

$

24.72

 

 

$

27.30

 

 

$

20,178

 

 

 

771

 

 

$

24.72

 

 

$

27.30

 

 

$

20,178

 

Six Months Ended:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2020

 

 

1,360

 

 

$

23.33

 

 

$

31.91

 

 

$

35,928

 

June 30, 2019

 

 

771

 

 

$

24.72

 

 

$

27.30

 

 

$

20,178

 

 

Note 13.12. Commitments and Loss ContingencyContingencies

Purchase Commitments

 

The Company enters into various purchase commitment agreements with third-party vendors in the ordinary course of business whereby the Company commits to purchase goods and services used in its normal operations. These agreements generally are not cancelable, range from one to five-year periods and may contain fixed or minimum annual commitments. Certain of these agreements allow for renegotiation of the minimum annual commitments.    

 

Loss ContingencyContingencies

Contingencies are recorded in the consolidated financial statements when it is probable that a liability will be incurred and the amount of the loss is reasonably estimable, or otherwise disclosed, in accordance with ASC 450, Contingencies (“ASC 450”). Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. In the event the Company determines that a loss is not probable, but is reasonably possible, and it becomes possible to develop what the Company believes to be a reasonable range of possible loss, then the Company will include disclosures related to such matter as appropriate and in compliance with ASC 450.

The Company received a state audit assessment and is currently rebutting the position. The Company has determined that the likelihood of a liability is reasonably possible and developed a range of possible loss up to $1.4$1.9 million, net of federal benefit.benefit, as of June 30, 2020.

The Company, from time to time, is involved in legal actions arising in the ordinary course of business.

With respect to any such other currently pending matters, management believes that the Company has adequate legal defenses and/or, when possible and appropriate, has provided adequate accruals related to those matters such that the ultimate outcome will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.  

Note 14.13. Defined Benefit Pension Plan and Postretirement Benefits

Defined Benefit Pension Plans

The following table provides information about the net periodic benefit cost for the Company’s pension plans (in thousands):

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

2019

 

 

2018

 

 

2019

 

 

2018

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Service cost

$

100

 

 

$

109

 

 

$

198

 

 

$

223

 

$

108

 

 

$

100

 

 

$

213

 

 

$

198

 

Interest cost

 

62

 

 

 

48

 

 

 

124

 

 

 

98

 

 

52

 

 

 

62

 

 

 

103

 

 

 

124

 

Recognized actuarial (gains)

 

(21

)

 

 

(14

)

 

 

(42

)

 

 

(29

)

 

(23

)

 

 

(21

)

 

 

(46

)

 

 

(42

)

$

141

 

 

$

143

 

 

$

280

 

 

$

292

 

$

137

 

 

$

141

 

 

$

270

 

 

$

280

 

 

The Company’s service cost for its qualified pension plans was included in “Direct salaries and related costs” and “General and administrative” costs in its Condensed Consolidated Statements of Operations for the three and six months ended June 30, 30193020 and 2018.2019. The remaining components of net periodic benefit cost were included in “Other


“Other income (expense), net” in the Company’s Condensed Consolidated Statements of Operations for the three and six months ended June 30, 20192020 and 2018.2019.


Employee Retirement Savings Plans

The Company maintains a 401(k) plan covering defined employees who meet established eligibility requirements.requirements, which were last modified on September 30, 2019, effective for contributions made beginning January 1, 2020. Under the current plan provisions, the Company matches 100% of the first 3% and 50% of the next 2% of participant contributions to a maximum matching amount of 4% of participant compensation for most of the Company’s employees. Additionally, participants whose salaries are above a certain threshold are eligible for a Company match of 50% of the first 4% for those participants’ contributions to a maximum matching amount of 2% of participant compensation. The Company’s contributions included in the accompanying Condensed Consolidated Statements of Operations were as follows (in thousands):

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

401(k) plan contributions

$

419

 

 

$

344

 

 

$

885

 

 

$

803

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

401(k) plan contributions

$

711

 

 

$

419

 

 

$

1,491

 

 

$

885

 

Split-Dollar Life Insurance Arrangement

In 1996, the Company entered into a split-dollar life insurance arrangement to benefit the former Chairman and Chief Executive Officer of the Company. Under the terms of the arrangement, the Company retained a collateral interest in the policy to the extent of the premiums paid by the Company. The postretirement benefit obligation included in “Other long-term liabilities” and the unrealized gains (losses) included in “Accumulated other comprehensive income” in the accompanying Condensed Consolidated Balance Sheets were as follows (in thousands):

 

June 30, 2019

 

 

December 31, 2018

 

Postretirement benefit obligation

$

8

 

 

$

12

 

Unrealized gains (losses) in AOCI (1)

 

30

 

 

 

40

 

(1) Unrealized gains (losses) are due to changes in discount rates related to the postretirement obligation.

Note 15.14. Stock-Based Compensation

The Company’s Board of Directors adopted the Sykes Enterprises, Incorporated 2019 Equity Incentive Plan (the “2019 Plan”) on March 12, 2019. The 2019 Plan was approved by the shareholders at the May 2019 annual shareholder meeting. The 2019 Plan replaced and superseded the Company’s 2011 Equity Incentive Plan (the “2011 Plan”). The outstanding awards granted under the 2011 Plan will remain in effect until their exercise, expiration or termination. The 2019 Plan permits the grant of restricted stock, stock appreciation rights, stock options and other stock-based awards to certain employees of, and certain non-employees who provide services to, the Company in order to encourage them to remain in the employment of, or to faithfully provide services to, the Company and to increase their interest in the Company’s success.  

The Company’s stock-based compensation plans include the 2019 Plan for employees and certain non-employees, the Non-Employee Director Fee Plan for non-employee directors and the Deferred Compensation Plan for certain eligible employees. Stock-based awards under these plans may consist of common stock, stock options, cash-settled or stock-settled stock appreciation rights, restricted stock and other stock-based awards.  The Company issues stock and uses treasury stock to satisfy stock option exercises or vesting stock awards. The methods and assumptions used in the determination of the fair value of stock-based awards are consistent with those described in the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

The following table summarizes the stock-based compensation expense (primarily in the Americas) and income tax benefits related to the stock-based compensation, both plan and non-plan related (in thousands):

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Stock-based compensation (expense) (1)

 

$

(2,200

)

 

$

(1,673

)

 

$

(4,090

)

 

$

(3,750

)

$

(2,042

)

 

$

(2,200

)

 

$

(3,902

)

 

$

(4,090

)

Income tax benefit (2)

 

 

528

 

 

 

402

 

 

 

982

 

 

 

900

 

 

490

 

 

 

528

 

 

 

936

 

 

 

982

 

 

(1) Included in "General and administrative" costs in the accompanying Condensed Consolidated Statements of Operations.

(2) Included in "Income taxes" in the accompanying Condensed Consolidated Statements of Operations.

During the six months ended June 30, 2019,2020, the Company granted 338,7320.4 million performance-based restricted sharesshares/restricted stock units and 169,367 employment-based 0.2 million service-based restricted shares/restricted stock units under the Company’s 20112019 Plan, all at a weighted average grant-date fair value of $28.43$25.60 per share.


Note 16.15. Segments and Geographic Information

The Company operates within two2 regions, the Americas and EMEA. Each region represents a reportable segment comprised of aggregated regional operating segments, which portray similar economic characteristics. The Company aligns its business into two2 segments to effectively manage the business and support the customer care needs of every client and to respond to the demands of the Company’s global customers.

The reportable segments consist of (1) the Americas, which includes the United States, Canada, Latin America, Australia and the Asia Pacific Rim, and provides outsourced customer engagement solutions (with an emphasis on inbound technical support, digital support and demand generation, and customer service) and technical staffing and (2) EMEA, which includes Europe, the Middle East and Africa, and provides outsourced customer engagement solutions (with an emphasis on technical support and customer service) and fulfillment services. The sites within Latin America, Australia and the Asia Pacific Rim are included in the Americas segment given the nature of the business and client profile, which is primarily made up of U.S.-based companies that are using the Company’s services in these locations to support their customer engagement needs.  


Information about the Company’s reportable segments is as follows (in thousands):

 

Americas

 

 

EMEA

 

 

Other (1)

 

 

Consolidated

 

Americas

 

 

EMEA

 

 

Other (1)

 

 

Consolidated

 

Three Months Ended June 30, 2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

$

339,272

 

 

$

77,561

 

 

$

 

 

$

416,833

 

Percentage of revenues

 

81.4

%

 

 

18.6

%

 

 

0.0

%

 

 

100.0

%

Depreciation, net

$

10,088

 

 

$

1,818

 

 

$

724

 

 

$

12,630

 

Amortization of intangibles

$

3,281

 

 

$

812

 

 

$

 

 

$

4,093

 

Income (loss) from operations

$

40,479

 

 

$

4,078

 

 

$

(17,344

)

 

$

27,213

 

Total other income (expense), net

 

 

 

 

 

 

 

 

 

1,402

 

 

 

1,402

 

Income taxes

 

 

 

 

 

 

 

 

 

(6,385

)

 

 

(6,385

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

$

22,230

 

Three Months Ended June 30, 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

$

310,307

 

 

$

78,676

 

 

$

23

 

 

$

389,006

 

$

310,307

 

 

$

78,676

 

 

$

23

 

 

$

389,006

 

Percentage of revenues

 

79.8

%

 

 

20.2

%

 

 

0.0

%

 

 

100.0

%

 

79.8

%

 

 

20.2

%

 

 

0.0

%

 

 

100.0

%

Depreciation, net

$

10,659

 

 

$

1,628

 

 

$

765

 

 

$

13,052

 

$

10,659

 

 

$

1,628

 

 

$

765

 

 

$

13,052

 

Amortization of intangibles

$

3,288

 

 

$

839

 

 

$

 

 

$

4,127

 

$

3,288

 

 

$

839

 

 

$

 

 

$

4,127

 

Income (loss) from operations

$

26,584

 

 

$

4,661

 

 

$

(15,990

)

 

$

15,255

 

$

26,584

 

 

$

4,661

 

 

$

(15,990

)

 

$

15,255

 

Total other income (expense), net

 

 

 

 

 

 

 

 

 

(1,520

)

 

 

(1,520

)

 

 

 

 

 

 

 

 

 

(1,520

)

 

 

(1,520

)

Income taxes

 

 

 

 

 

 

 

 

 

(2,466

)

 

 

(2,466

)

 

 

 

 

 

 

 

 

 

(2,466

)

 

 

(2,466

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

$

11,269

 

 

 

 

 

 

 

 

 

 

 

 

 

$

11,269

 

Three Months Ended June 30, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

$

327,041

 

 

$

69,720

 

 

$

24

 

 

$

396,785

 

$

672,198

 

 

$

155,794

 

 

$

7

 

 

$

827,999

 

Percentage of revenues

 

82.4

%

 

 

17.6

%

 

 

0.0

%

 

 

100.0

%

 

81.2

%

 

 

18.8

%

 

 

0.0

%

 

 

100.0

%

Depreciation, net

$

12,335

 

 

$

1,476

 

 

$

749

 

 

$

14,560

 

$

20,121

 

 

$

3,523

 

 

$

1,447

 

 

$

25,091

 

Amortization of intangibles

$

3,415

 

 

$

214

 

 

$

 

 

$

3,629

 

$

6,567

 

 

$

1,645

 

 

$

 

 

$

8,212

 

Income (loss) from operations

$

19,824

 

 

$

2,220

 

 

$

(15,584

)

 

$

6,460

 

$

76,258

 

 

$

7,258

 

 

$

(31,909

)

 

$

51,607

 

Total other income (expense), net

 

 

 

 

 

 

 

 

 

(1,511

)

 

 

(1,511

)

 

 

 

 

 

 

 

 

 

(3,848

)

 

 

(3,848

)

Income taxes

 

 

 

 

 

 

 

 

 

2,229

 

 

 

2,229

 

 

 

 

 

 

 

 

 

 

(11,611

)

 

 

(11,611

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

$

7,178

 

 

 

 

 

 

 

 

 

 

 

 

 

$

36,148

 

Six Months Ended June 30, 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

$

635,084

 

 

$

156,804

 

 

$

43

 

 

$

791,931

 

$

635,084

 

 

$

156,804

 

 

$

43

 

 

$

791,931

 

Percentage of revenues

 

80.2

%

 

 

19.8

%

 

 

0.0

%

 

 

100.0

%

 

80.2

%

 

 

19.8

%

 

 

0.0

%

 

 

100.0

%

Depreciation, net

$

22,166

 

 

$

3,254

 

 

$

1,529

 

 

$

26,949

 

$

22,166

 

 

$

3,254

 

 

$

1,529

 

 

$

26,949

 

Amortization of intangibles

$

6,726

 

 

$

1,687

 

 

$

 

 

$

8,413

 

$

6,726

 

 

$

1,687

 

 

$

 

 

$

8,413

 

Income (loss) from operations

$

56,652

 

 

$

6,152

 

 

$

(30,797

)

 

$

32,007

 

$

56,652

 

 

$

6,152

 

 

$

(30,797

)

 

$

32,007

 

Total other income (expense), net

 

 

 

 

 

 

 

 

 

(1,903

)

 

 

(1,903

)

 

 

 

 

 

 

 

 

 

(1,903

)

 

 

(1,903

)

Income taxes

 

 

 

 

 

 

 

 

 

(7,148

)

 

 

(7,148

)

 

 

 

 

 

 

 

 

 

(7,148

)

 

 

(7,148

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

$

22,956

 

 

 

 

 

 

 

 

 

 

 

 

 

$

22,956

 

Six Months Ended June 30, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

$

667,762

 

 

$

143,347

 

 

$

47

 

 

$

811,156

 

Percentage of revenues

 

82.3

%

 

 

17.7

%

 

 

0.0

%

 

 

100.0

%

Depreciation, net

$

25,018

 

 

$

2,887

 

 

$

1,491

 

 

$

29,396

 

Amortization of intangibles

$

7,407

 

 

$

435

 

 

$

 

 

$

7,842

 

Income (loss) from operations

$

45,688

 

 

$

6,859

 

 

$

(31,803

)

 

$

20,744

 

Total other income (expense), net

 

 

 

 

 

 

 

 

 

(2,391

)

 

 

(2,391

)

Income taxes

 

 

 

 

 

 

 

 

 

(227

)

 

 

(227

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

$

18,126

 

 

(1) Other items (including corporate and other costs, other income and expense, and income taxes) are included for purposes of reconciling to the Company’s consolidated totals as shown in the tables above for the periods shown.  Inter-segment revenues are not material to the Americas and EMEA segment results.


The Company’s reportable segments are evaluated regularly by its chief operating decision maker to decide how to allocate resources and assess performance. The chief operating decision maker evaluates performance based upon reportable segment revenue and income (loss) from operations.  Because assets by segment are not reported to or used by the Company’s chief operating decision maker to allocate resources, or to assess performance, total assets by segment are not disclosed.


The following table represents a disaggregation of revenue from contracts with customers by geographicdelivery location and by the reportable segment for each category (in thousands):

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

2019

 

 

2018

 

 

2019

 

 

2018

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Americas:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

$

144,736

 

 

$

165,648

 

 

$

306,768

 

 

$

337,094

 

$

164,773

 

 

$

144,736

 

 

$

322,437

 

 

$

306,768

 

The Philippines

 

58,793

 

 

 

56,571

 

 

 

114,871

 

 

 

116,657

 

 

62,567

 

 

 

58,793

 

 

 

127,006

 

 

 

114,871

 

Costa Rica

 

31,579

 

 

 

30,973

 

 

 

62,296

 

 

 

63,048

 

 

39,250

 

 

 

31,579

 

 

 

74,131

 

 

 

62,296

 

Canada

 

24,506

 

 

 

24,828

 

 

 

50,070

 

 

 

52,017

 

 

22,955

 

 

 

24,506

 

 

 

48,196

 

 

 

50,070

 

El Salvador

 

20,067

 

 

 

20,584

 

 

 

40,543

 

 

 

40,595

 

 

16,902

 

 

 

20,067

 

 

 

35,622

 

 

 

40,543

 

People's Republic of China

 

8,905

 

 

 

8,149

 

 

 

17,808

 

 

 

17,497

 

Australia

 

7,328

 

 

 

7,700

 

 

 

14,957

 

 

 

15,402

 

Mexico

 

7,075

 

 

 

5,632

 

 

 

13,632

 

 

 

11,950

 

Colombia

 

4,746

 

 

 

4,636

 

 

 

9,444

 

 

 

8,691

 

Other

 

2,572

 

 

 

2,320

 

 

 

4,695

 

 

 

4,811

 

 

32,825

 

 

 

30,626

 

 

 

64,806

 

 

 

60,536

 

Total Americas

 

310,307

 

 

 

327,041

 

 

 

635,084

 

 

 

667,762

 

 

339,272

 

 

 

310,307

 

 

 

672,198

 

 

 

635,084

 

EMEA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Germany

 

22,813

 

 

 

22,404

 

 

 

46,677

 

 

 

46,579

 

 

24,116

 

 

 

22,813

 

 

 

48,767

 

 

 

46,677

 

United Kingdom

 

17,733

 

 

 

11,960

 

 

 

34,618

 

 

 

25,307

 

Sweden

 

13,401

 

 

 

13,674

 

 

 

27,041

 

 

 

27,804

 

Romania

 

7,881

 

 

 

8,191

 

 

 

16,393

 

 

 

16,327

 

Other

 

16,848

 

 

 

13,491

 

 

 

32,075

 

 

 

27,330

 

 

53,445

 

 

 

55,863

 

 

 

107,027

 

 

 

110,127

 

Total EMEA

 

78,676

 

 

 

69,720

 

 

 

156,804

 

 

 

143,347

 

 

77,561

 

 

 

78,676

 

 

 

155,794

 

 

 

156,804

 

Total Other

 

23

 

 

 

24

 

 

 

43

 

 

 

47

 

 

 

 

 

23

 

 

 

7

 

 

 

43

 

$

389,006

 

 

$

396,785

 

 

$

791,931

 

 

$

811,156

 

$

416,833

 

 

$

389,006

 

 

$

827,999

 

 

$

791,931

 

Revenues are attributed to countries based on location of customer, except for revenues for The Philippines, Costa Rica, the People’s Republic of China and India, which are primarily comprised of customers located in the U.S. but serviced by centers in those respective geographic locations.

 

Note 17.16. Other Income (Expense)

 

Other income (expense), net consists of the following (in thousands):

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

2019

 

 

2018

 

 

2019

 

 

2018

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Foreign currency transaction gains (losses)

$

(361

)

 

$

641

 

 

$

(537

)

 

$

2,089

 

$

48

 

 

$

(361

)

 

$

(1,558

)

 

$

(537

)

Gains (losses) on derivative instruments not designated as hedges

 

(432

)

 

 

(345

)

 

 

(465

)

 

 

(1,427

)

 

(164

)

 

 

(432

)

 

 

(410

)

 

 

(465

)

Net investment gains (losses) on investments held in rabbi trust

 

426

 

 

 

142

 

 

 

1,606

 

 

 

117

 

 

1,816

 

 

 

426

 

 

 

(241

)

 

 

1,606

 

Other miscellaneous income (expense)

 

(166

)

 

 

(975

)

 

 

(527

)

 

 

(1,161

)

 

97

 

 

 

(166

)

 

 

(787

)

 

 

(527

)

$

(533

)

 

$

(537

)

 

$

77

 

 

$

(382

)

$

1,797

 

 

$

(533

)

 

$

(2,996

)

 

$

77

 


Note 18.17. Related Party Transactions

In January 2008, the Company entered into a lease for a customer engagement center located in Kingstree, South Carolina. The landlord, Kingstree Office One, LLC, is an entity controlled by John H. Sykes, the founder, former Chairman and former Chief Executive Officer of the Company and the father of Charles Sykes, President and Chief Executive Officer of the Company. The lease payments on the 20-year lease were negotiated at or below market rates, and the lease is cancellable at the option of the Company. The Company paid $0.1 million to the landlord during both the three months ended June 30, 20192020 and 20182019, and $0.2 million during both the six months ended June 30, 20192020 and 20182019, under the terms of the lease.

The Company contracted to receive services from XSell, an equity method investee, for $0.1 million during the three months ended June 30, 2018 (none in 2019), and less than $0.1 million and $0.1 million during the six months ended June 30, 2019 and 2018, respectively.  These related party transactions occurred in the normal course of business on terms and conditions that are similar to those of transactions with unrelated parties and, therefore, were measured at the exchange amount.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Sykes Enterprises, Incorporated

400 North Ashley Drive

Tampa, Florida

 

Results of Review of Interim Financial Information

 

We have reviewed the accompanying condensed consolidated balance sheet of Sykes Enterprises, Incorporated and subsidiaries (the "Company") as of June 30, 2019,2020, the related condensed consolidated statements of operations, comprehensive income (loss), and changes in shareholders’ equity and cash flows for the three-three-month and six-month periods ended June 30, 2020 and 2019, and 2018,of cash flows for the six-month periods ended June 30, 2020 and 2019, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it 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) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2018,2019, and the related consolidated statements of operations, comprehensive income (loss), changes in shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated February 26, 2019,27, 2020, 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, 2018,2019, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

 

This interim financial information is the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with standards of the PCAOB. 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 PCAOB, 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.

/s/ Deloitte & Touche LLP

Tampa, Florida

 

August 2, 20194, 2020


Item 2.  Management’s 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, 2018,2019, 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.us, including our belief that our operations have not been materially impacted by the April 2020 cyber incident, as discussed in Note 18, Subsequent Event, in our Form 10-Q for the three months ended March 31, 2020, as filed with the SEC. 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. Further, statements about the effects of the novel coronavirus (“COVID-19”) pandemic on our business, operations, financial performance and prospects may constitute forward-looking statements and are subject to the risk that the actual impacts may differ, possibly materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond our control, including the scope and duration of the pandemic, actions taken by governmental authorities in response to the pandemic, and the direct and indirect impact of the pandemic on our clients, third parties and us.  These statements are not guarantees of future performance and are subject to a number of risks and uncertainties, including those discussed below and elsewhere in this report. Our actual results may differ materially from what is expressed or forecasted in such forward-looking statements, and undue reliance should not be placed on such statements. All forward-looking statements are made as of the date hereof, and we undertake no obligation to update any such forward-looking statements, whether as a result of new information, future events or otherwise.

Factors that could cause actual results to differ materially from what is expressed or forecasted in such forward-looking statements include, but are not limited to: (i) the impact of economic recessions in the U.S. and other parts of the world, (ii) fluctuations in global business conditions and the global economy, (iii) currency fluctuations, (iv) the timing of significant orders for our products and services, (v) variations in the terms and the elements of services offered under our standardized contract including those for future bundled service offerings, (vi) changes in applicable accounting principles or interpretations of such principles, (vii) difficulties or delays in implementing our bundled service offerings, (viii) failure to achieve sales, marketing and other objectives, (ix) construction delays of new or expansion of existing customer engagement centers, (x) delays in our ability to develop new products and services and market acceptance of new products and services, (xi) rapid technological change, (xii) loss or addition of significant clients, (xiii) political and country-specific risks inherent in conducting business abroad, (xiv) our ability to attract and retain key management personnel, (xv) our ability to continue the growth of our support service revenues through additional technical and customer engagement centers, (xvi) our ability to further penetrate into vertically integrated markets, (xvii) our ability to expand our global presence through strategic alliances and selective acquisitions, (xviii) our ability to continue to establish a competitive advantage through sophisticated technological capabilities, (xix) the ultimate outcome of any lawsuits, (xx) our ability to recognize deferred revenue through delivery of products or satisfactory performance of services, (xxi) our dependence on the demand for outsourcing, (xxii) risk of interruption of technical and customer engagement center operations due to such factors as fire, earthquakes, inclement weather and other disasters, power failures, telecommunication failures, unauthorized intrusions, computer viruses and other emergencies, (xxiii) the existence of substantial competition, (xxiv) the early termination of contracts by clients, (xxv) the ability to obtain and maintain grants and other incentives (tax or otherwise), (xxvi) the potential of cost savings/synergies associated with acquisitions not being realized, or not being realized within the anticipated time period, (xxvii) risks related to the integration of the acquisitions and the impairment of any related goodwill, and (xxviii) other risk factors that are identified in our most recent Annual Report on Form 10-K for the year ended December 31, 2019, including factors identified under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Executive Summary

We are a leading provider of multichannel demand generation and global comprehensive customer engagement services. We provide differentiated full lifecycle customer engagement solutions and services primarily to Global 2000 companies and their end customers, principally in the financial services, communications, technology,


transportation & leisure, healthcare and other industries. Our differentiated full lifecycle management services platform effectively engages customers at every touchpoint within the customer journey, including digital marketing and acquisition, sales expertise, customer service, technical support and retention, many of which can be optimized by a suite of robotic process optimizationautomation (“RPA”) and artificial intelligence (“AI”) solutions. We serve our clients through two geographic operating regions: the Americas (United States, Canada, Latin America, Australia and the Asia Pacific Rim) and EMEA (Europe, the Middle East and Africa). Our Americas and EMEA regions primarily provide customer engagement solutions and services with an emphasis on inbound multichannel demand generation, customer service and technical support to our clients’ customers. These services, which represented 97.4%98.9% and 99.4%97.4% of consolidated revenues during the three months ended June 30, 20192020 and 2018,2019, respectively, and 98.7% and 97.8% and


99.4% of consolidated revenues during the six months ended June 30, 20192020 and 2018,2019, respectively, are delivered through multiple communication channels including phone, e-mail, social media, text messaging, chat and digital self-service. We also provide various enterprise support services in the United States (“U.S.”) that include services for our clients’ internal support operations, from technical staffing services to outsourced corporate help desk services. In Europe, we also provide fulfillment services, which include order processing, payment processing, inventory control, product delivery and product returns handling. Additionally, through our acquisition of RPA provider Symphony Ventures Ltd (“Symphony”) coupled with our investment in AI through XSell Technologies, Inc. (“XSell”), we also provide a suite of solutions such as consulting, implementation, hosting and managed services that optimizes our differentiated full lifecycle management services platform. Our complete service offering helps our clients acquire, retain and increase the lifetime value of their customer relationships. We have developed an extensive global reach with customer engagement centers across six continents, including North America, South America, Europe, Asia, Australia and Africa.  We deliver cost-effective solutions that generate demand, enhance the customer service experience, promote stronger brand loyalty, and bring about high levels of performance and profitability.

Recent Developments

Coronavirus

On March 11, 2020, the World Health Organization characterized COVID-19 a pandemic. The global nature, rapid spread and continually evolving response by governments throughout the world to combat the spread has had a negative impact on the global economy. Certain of our customer engagement centers have been impacted by local government actions restricting facility access or are operating at lower capacity utilization levels to achieve social distancing. We are committed to the health and safety of our workforce and ensuring business continuity for the brands we serve. In response, we have shifted as many employees as possible to a work-at-home model. As of the middle of July 2020, approximately 95% of agents assigned to our brick-and-mortar facilities are working at our centers or from home across the world with 70% having transitioned to a work-at-home model. Approximately 5% of our agents lack the technical infrastructure to work from home. Our operations in the Philippines, El Salvador and Mexico have been most impacted by the governmental restrictions.

We continue to closely monitor the prevalence of COVID-19 in the communities where our centers are located as well as guidance from public health authorities, federal and local agencies and municipalities. We will work with employees and clients to transition agents back to our centers based on that guidance, but risk further disruption to our business if COVID-19 returns or governments reimpose restrictions.

Exit Plans

Americas 2019 Exit Plan

During the first quarter of 2019, we initiated a restructuring plan to simplify and refine our operating model in the U.S. (the “Americas 2019 Exit Plan”), in part to improve agent attrition and absenteeism. The Americas 2019 Exit Plan includes, but is not limited to, closingincluded the closure of customer contact managementengagement centers, consolidatingthe consolidation of leased space in various locations in the U.S. and management reorganization. We expect to finalizefinalized the actions under the Americas 2019 Exit Plan by Decemberas of September 30, 2019. Annualized savings of $7.1 million are expected as a result of these actions, primarily related to reduced general and administrative costs and lower depreciation.

Americas 2018 Exit Plan

During the second quarter of 2018, we initiated a restructuring plan to manage and optimize capacity utilization, which included closingthe closure of customer contact managementengagement centers and consolidatingthe consolidation of leased space in various locations in the U.S. and Canada (the “Americas 2018 Exit Plan”). We finalized the site closures under the Americas 2018 Exit Plan as of December 2018, which resulted in a decrease of approximately 5,000 seats.


See Note 4, Costs Associated with Exit andor Disposal Activities, in the accompanying “Notes to Condensed Consolidated Financial Statements” for further information.

U.S. 2017 Tax Reform Act

On December 20, 2017, the Tax Cuts and Jobs Act (the “2017 Tax Reform Act”) was approved by Congress and received presidential approval on December 22, 2017. In general, the 2017 Tax Reform Act reduced the U.S. federal corporate tax rate from 35% to 21%, effective in 2018. The 2017 Tax Reform Act moved from a worldwide business taxation approach to a participation exemption regime. The 2017 Tax Reform Act also imposed base-erosion prevention measures on non-U.S. earnings of U.S. entities, as well as a one-time mandatory deemed repatriation tax on accumulated non-U.S. earnings. The impact of the 2017 Tax Reform Act on our consolidated financial results began with the fourth quarter of 2017, the period of enactment. See Note 11, Income Taxes, in the accompanying “Notes to Condensed Consolidated Financial Statements.”

Acquisitions

On November 1, 2018, we completed the acquisition of Symphony. Symphony provides RPA services, offering RPA consulting, implementation, hosting and managed services for front, middle and back-office processes. Of the total purchase price of GBP 52.4 million ($67.5 million), GBP 44.6 million ($57.6 million) was paid upon closing using cash on hand as well as $31.0 million of additional borrowings under our credit agreement, while the acquisition date present value of the remaining GBP 7.9 million ($10.0 million) of the purchase price has been deferred and will be paid in equal installments over three years, on or around November 1, 2019, 2020 and 2021. The results of Symphony’s operations have been reflected in our consolidated financial statements since November 1, 2018.


On July 9, 2018, we completed the acquisition of WhistleOut Pty Ltd and WhistleOut Inc. (together, “WhistleOut”).  WhistleOut is a consumer comparison platform focused on mobile, broadband and pay TV services, principally across Australia and the U.S. The acquisition broadens our digital marketing capabilities geographically and extends our home services product portfolio. The total purchase price of AUD 30.3 million ($22.5 million) was funded by borrowings under our credit agreement. The results of WhistleOut’s operations have been reflected in our consolidated financial statements since July 9, 2018.

Results of Operations

The following table sets forth, for the periods indicated, the amounts presented in the accompanying Condensed Consolidated Statements of Operations as well as the change between the respective periods:

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in thousands)

2019

 

 

2018

 

 

$ Change

 

 

2019

 

 

2018

 

 

$ Change

 

2020

 

 

2019

 

 

$ Change

 

 

2020

 

 

2019

 

 

$ Change

 

Revenues

$

389,006

 

 

$

396,785

 

 

$

(7,779

)

 

$

791,931

 

 

$

811,156

 

 

$

(19,225

)

$

416,833

 

 

$

389,006

 

 

$

27,827

 

 

$

827,999

 

 

$

791,931

 

 

$

36,068

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct salaries and related costs

 

252,161

 

 

 

264,924

 

 

 

(12,763

)

 

 

513,889

 

 

 

539,996

 

 

 

(26,107

)

 

268,433

 

 

 

252,161

 

 

 

16,272

 

 

 

535,378

 

 

 

513,889

 

 

 

21,489

 

General and administrative

 

104,282

 

 

 

102,037

 

 

 

2,245

 

 

 

208,962

 

 

 

204,477

 

 

 

4,485

 

 

102,664

 

 

 

104,282

 

 

 

(1,618

)

 

 

205,911

 

 

 

208,962

 

 

 

(3,051

)

Depreciation, net

 

13,052

 

 

 

14,560

 

 

 

(1,508

)

 

 

26,949

 

 

 

29,396

 

 

 

(2,447

)

 

12,630

 

 

 

13,052

 

 

 

(422

)

 

 

25,091

 

 

 

26,949

 

 

 

(1,858

)

Amortization of intangibles

 

4,127

 

 

 

3,629

 

 

 

498

 

 

 

8,413

 

 

 

7,842

 

 

 

571

 

 

4,093

 

 

 

4,127

 

 

 

(34

)

 

 

8,212

 

 

 

8,413

 

 

 

(201

)

Impairment of long-lived assets

 

129

 

 

 

5,175

 

 

 

(5,046

)

 

 

1,711

 

 

 

8,701

 

 

 

(6,990

)

 

1,800

 

 

 

129

 

 

 

1,671

 

 

 

1,800

 

 

 

1,711

 

 

 

89

 

Total operating expenses

 

373,751

 

 

 

390,325

 

 

 

(16,574

)

 

 

759,924

 

 

 

790,412

 

 

 

(30,488

)

 

389,620

 

 

 

373,751

 

 

 

15,869

 

 

 

776,392

 

 

 

759,924

 

 

 

16,468

 

Income from operations

 

15,255

 

 

 

6,460

 

 

 

8,795

 

 

 

32,007

 

 

 

20,744

 

 

 

11,263

 

 

27,213

 

 

 

15,255

 

 

 

11,958

 

 

 

51,607

 

 

 

32,007

 

 

 

19,600

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

192

 

 

 

175

 

 

 

17

 

 

 

377

 

 

 

346

 

 

 

31

 

 

165

 

 

 

192

 

 

 

(27

)

 

 

428

 

 

 

377

 

 

 

51

 

Interest (expense)

 

(1,179

)

 

 

(1,149

)

 

 

(30

)

 

 

(2,357

)

 

 

(2,355

)

 

 

(2

)

 

(560

)

 

 

(1,179

)

 

 

619

 

 

 

(1,280

)

 

 

(2,357

)

 

 

1,077

 

Other income (expense), net

 

(533

)

 

 

(537

)

 

 

4

 

 

 

77

 

 

 

(382

)

 

 

459

 

 

1,797

 

 

 

(533

)

 

 

2,330

 

 

 

(2,996

)

 

 

77

 

 

 

(3,073

)

Total other income (expense), net

 

(1,520

)

 

 

(1,511

)

 

 

(9

)

 

 

(1,903

)

 

 

(2,391

)

 

 

488

 

 

1,402

 

 

 

(1,520

)

 

 

2,922

 

 

 

(3,848

)

 

 

(1,903

)

 

 

(1,945

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

13,735

 

 

 

4,949

 

 

 

8,786

 

 

 

30,104

 

 

 

18,353

 

 

 

11,751

 

 

28,615

 

 

 

13,735

 

 

 

14,880

 

 

 

47,759

 

 

 

30,104

 

 

 

17,655

 

Income taxes

 

2,466

 

 

 

(2,229

)

 

 

4,695

 

 

 

7,148

 

 

 

227

 

 

 

6,921

 

 

6,385

 

 

 

2,466

 

 

 

3,919

 

 

 

11,611

 

 

 

7,148

 

 

 

4,463

 

Net income

$

11,269

 

 

$

7,178

 

 

$

4,091

 

 

$

22,956

 

 

$

18,126

 

 

$

4,830

 

$

22,230

 

 

$

11,269

 

 

$

10,961

 

 

$

36,148

 

 

$

22,956

 

 

$

13,192

 

 

Three Months Ended June 30, 20192020 Compared to Three Months Ended June 30, 20182019

Revenues

 

Three Months Ended June 30,

 

 

 

 

 

Three Months Ended June 30,

 

 

 

 

 

2019

 

 

2018

 

 

 

 

 

2020

 

 

2019

 

 

 

 

 

(in thousands)

Amount

 

 

% of Revenues

 

 

Amount

 

 

% of Revenues

 

 

$ Change

 

Amount

 

 

% of Revenues

 

 

Amount

 

 

% of Revenues

 

 

$ Change

 

Americas

$

310,307

 

 

79.8%

 

 

$

327,041

 

 

82.4%

 

 

$

(16,734

)

$

339,272

 

 

81.4%

 

 

$

310,307

 

 

79.8%

 

 

$

28,965

 

EMEA

 

78,676

 

 

20.2%

 

 

 

69,720

 

 

17.6%

 

 

 

8,956

 

 

77,561

 

 

18.6%

 

 

 

78,676

 

 

20.2%

 

 

 

(1,115

)

Other

 

23

 

 

0.0%

 

 

 

24

 

 

0.0%

 

 

 

(1

)

 

-

 

 

0.0%

 

 

 

23

 

 

0.0%

 

 

 

(23

)

Consolidated

$

389,006

 

 

100.0%

 

 

$

396,785

 

 

100.0%

 

 

$

(7,779

)

$

416,833

 

 

100.0%

 

 

$

389,006

 

 

100.0%

 

 

$

27,827

 

 

Consolidated revenues decreased $7.8increased $27.8 million, or 2.0%7.2%, for the three months ended June 30, 20192020 from the comparable period in 2018.2019.

The increase in Americas’ revenues was due to higher volumes from existing clients of $40.6 million and new clients of $11.4 million, partially offset by end-of-life client programs of $21.5 million primarily in the communications vertical and an unfavorable foreign currency impact of $1.6 million. Revenues from our offshore operations represented 42.6% of Americas’ revenues in 2020, compared to 43.1% for the comparable period in 2019.

The decrease in Americas’EMEA’s revenues was due to end-of-life client programs of $17.8$2.6 million lower volumes from existing clients of $7.8 millionprimarily in the communications and other verticals and an unfavorable foreign currency impact of $2.6$2.4 million, partially offset by new clients of $11.5 million. Revenues from our offshore operations represented 43.1% of Americas’ revenues in 2019, compared to 39.4% for the comparable period in 2018.

The increase in EMEA’s revenues was due to new clients of $9.0$2.5 million and higher volumes from existing clients of $6.3 million, partially offset by end-of-life client programs$1.4 million.

On a consolidated basis, we had 48,600 brick-and-mortar seats as of $1.2 millionJune 30, 2020, an increase of 1,200 seats from the comparable period in 2019. Virtually all of this additional capacity was demand driven and was contracted at the start of the year. On a segment basis, 40,400 seats were located in the Americas, an unfavorable foreign currency impactincrease of $5.1 million.700 seats from the comparable period in 2019, and 8,200 seats were located in EMEA, an increase of 500 seats from the comparable period in 2019.


On a consolidated basis, we had 47,400 brick-and-mortar seats as of June 30, 2019, a decrease of 3,800 seats fromthe capacity utilization rate was 73%, compared to 71% in the comparable period in 2018,2019, primarily duedriven by higher demand coupled with our ability to rapidly mobilize our brick-and-mortar agents to the capacity rationalization resulting fromhome agent platform globally to service that demand. As of the 2018 Americas Exit Plan. middle of July 2020, approximately 70% of agents who typically work in our brick-and-mortar facilities have transitioned to work at home, 25% are working in our facilities and the remaining 5% of agents are at home but idle.

The capacity utilization rate on a combined basisfor the Americas in 2020 was 71%73%, compared to 70% in the comparable period in 2018.

On a segment basis, 39,700 seats were located in2019, with the Americas, a decrease of 4,200 seats from the comparable period in 2018, and 7,700 seats were located in EMEA, an increase of 400 seats from the comparable period in 2018. The capacity utilization rate for the Americas in 2019 was 70%, compared to 68% in the comparable period in 2018, up primarily due to our capacity rationalization.driven by higher demand. The capacity utilization rate for EMEA in 20192020 was 74%69%, compared to 77%74% in the comparable period in 2018, down primarily2019, with the decrease due to expansion and the utilizationtiming of our at-home platform as a complement to our brick-and-mortar facilities.the capacity additions contracted at the start of the year. We strive to attain a capacity utilization rate of 85% at each of our locations.  Capacity utilization is measured by taking the number of agents and indirect support headcount and dividing it by the number of seats provisioned for utilization.  Capacity utilization is a critical metric for us as it is used as an input to the pricing, revenue and margin drivers of our business as well as capital allocation.

Direct Salaries and Related Costs

 

Three Months Ended June 30,

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

 

 

 

 

 

 

 

 

2019

 

 

2018

 

 

 

 

 

 

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

 

(in thousands)

Amount

 

 

% of Revenues

 

 

Amount

 

 

% of Revenues

 

 

$ Change

 

 

Change in % of Revenues

 

Amount

 

 

% of Revenues

 

 

Amount

 

 

% of Revenues

 

 

$ Change

 

 

Change in % of Revenues

 

Americas

$

197,879

 

 

63.8%

 

 

$

214,502

 

 

65.6%

 

 

$

(16,623

)

 

-1.8%

 

$

214,606

 

 

63.3%

 

��

$

197,879

 

 

63.8%

 

 

$

16,727

 

 

-0.5%

 

EMEA

 

54,282

 

 

69.0%

 

 

 

50,422

 

 

72.3%

 

 

 

3,860

 

 

-3.3%

 

 

53,827

 

 

69.4%

 

 

 

54,282

 

 

69.0%

 

 

 

(455

)

 

0.4%

 

Consolidated

$

252,161

 

 

64.8%

 

 

$

264,924

 

 

66.8%

 

 

$

(12,763

)

 

-2.0%

 

$

268,433

 

 

64.4%

 

 

$

252,161

 

 

64.8%

 

 

$

16,272

 

 

-0.4%

 

 

The decreaseincrease of $12.8$16.3 million in direct salaries and related costs included a favorable foreign currency impact of $2.7$0.7 million in the Americas and a favorable foreign currency impact of $3.7$1.9 million in EMEA.

The decrease in Americas’ direct salaries and related costs, as a percentage of revenues, was primarily attributable to lower compensationrecruiting costs of 1.8% driven by an increase in agent productivity principally within the financial services and communications verticals in the current period,0.5%, lower communications auto tow claim costs of 0.4%, lower customer-acquisition advertising costs of 0.2%0.3%, lower communications costs of 0.3% and lower other costs of 0.2%, partially offset by higher recruiting costs of 0.4%, higher dues and subscription costs of 0.2% and higher travel costs of 0.2%0.7% and higher compensation costs of 0.5%.

The decreaseincrease in EMEA’s direct salaries and related costs, as a percentage of revenues, was primarily attributable to lowerhigher compensation costs of 3.9%2.3% driven by an increasea decrease in agentconsultant productivity at Symphony resulting principally within the financial services verticalfrom project delays due to COVID-19 in the current period and higher software and maintenance costs of 0.2%, partially offset by lower recruitingsoftware purchased for resale of 1.1% due primarily to the aforementioned project delays, lower travel costs of 0.6%, lower auto and parking costs of 0.2% and lower other costs of 0.4%0.2%, partially offset by higher fulfillment materials costs of 0.9% and higher travel costs of 0.3%.

General and Administrative

 

Three Months Ended June 30,

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

 

 

 

 

 

 

 

 

2019

 

 

2018

 

 

 

 

 

 

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

 

(in thousands)

Amount

 

 

% of Revenues

 

 

Amount

 

 

% of Revenues

 

 

$ Change

 

 

Change in % of Revenues

 

Amount

 

 

% of Revenues

 

 

Amount

 

 

% of Revenues

 

 

$ Change

 

 

Change in % of Revenues

 

Americas

$

71,768

 

 

23.1%

 

 

$

71,790

 

 

22.0%

 

 

$

(22

)

 

1.1%

 

$

69,018

 

 

20.3%

 

 

$

71,768

 

 

23.1%

 

 

$

(2,750

)

 

-2.8%

 

EMEA

 

17,266

 

 

21.9%

 

 

 

15,388

 

 

22.1%

 

 

 

1,878

 

 

-0.2%

 

 

17,026

 

 

22.0%

 

 

 

17,266

 

 

21.9%

 

 

 

(240

)

 

0.1%

 

Other

 

15,248

 

 

-

 

 

 

14,859

 

 

-

 

 

 

389

 

 

-

 

 

16,620

 

 

-

 

 

 

15,248

 

 

-

 

 

 

1,372

 

 

-

 

Consolidated

$

104,282

 

 

26.8%

 

 

$

102,037

 

 

25.7%

 

 

$

2,245

 

 

1.1%

 

$

102,664

 

 

24.6%

 

 

$

104,282

 

 

26.8%

 

 

$

(1,618

)

 

-2.2%

 

 

The increasedecrease of $2.2$1.6 million in general and administrative expenses included a favorable foreign currency impact of $0.8$0.5 million in the Americas and a favorable foreign currency impact of $1.1$0.5 million in EMEA.

The increasedecrease in Americas’ general and administrative expenses, as a percentage of revenues, was primarily attributable to higherlower facility-related costs of 1.2% was primarily attributable to COVID-19 restrictions related to the on-site facility occupancy rates as well as fewer sites in operation, lower compensation costs of 0.5%, lower travel costs of 0.4%, lower software and maintenance costs of 0.6%, higher compensation costs of 0.6%, higher merger0.3% and integration costs of 0.5% and higherlower other costs of 0.2%, partially offset by lower facility-related costs of 0.8% associated with the Company’s exit plans. See Note 4, Costs Associated with Exit and Disposal Activities, in the accompanying “Notes to Condensed Consolidated Financial Statements” for further information.0.4%.

The decreaseincrease in EMEA’s general and administrative expenses, as a percentage of revenues, was primarily attributable to lowerhigher compensation costs of 1.0% and higher software and maintenance costs of 0.4%, partially offset by lower travel costs of 0.7%, lower legal and professional fees of 0.3%, lower communicationstechnology equipment and maintenance costs of 0.3%0.2% and lower other costs of 0.1%, partially offset by higher software and maintenance costs of 0.3% and legal and professional fees of 0.2%.


The increase in Other general and administrative expenses, which includes corporate and other costs, was primarily attributable to higher compensation costs of $1.9 million and higher software and maintenance costs of $0.3 million, higher compensation costs of $0.2 million and higher merger and integration costs of $0.1 million, partially offset by lower travel costs of $0.1$0.4 million and lower other costs of $0.1$0.3 million.

Depreciation, Amortization and Impairment of Long-Lived Assets

 

Three Months Ended June 30,

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

 

 

 

 

 

 

 

 

2019

 

 

2018

 

 

 

 

 

 

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

 

(in thousands)

Amount

 

 

% of Revenues

 

 

Amount

 

 

% of Revenues

 

 

$ Change

 

 

Change in % of Revenues

 

Amount

 

 

% of Revenues

 

 

Amount

 

 

% of Revenues

 

 

$ Change

 

 

Change in % of Revenues

 

Depreciation, net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

$

10,659

 

 

3.4%

 

 

$

12,335

 

 

3.8%

 

 

$

(1,676

)

 

-0.4%

 

$

10,088

 

 

3.0%

 

 

$

10,659

 

 

3.4%

 

 

$

(571

)

 

-0.4%

 

EMEA

 

1,628

 

 

2.1%

 

 

 

1,476

 

 

2.1%

 

 

 

152

 

 

0.0%

 

 

1,818

 

 

2.3%

 

 

 

1,628

 

 

2.1%

 

 

 

190

 

 

0.2%

 

Other

 

765

 

 

-

 

 

 

749

 

 

-

 

 

 

16

 

 

-

 

 

724

 

 

-

 

 

 

765

 

 

-

 

 

 

(41

)

 

-

 

Consolidated

$

13,052

 

 

3.4%

 

 

$

14,560

 

 

3.7%

 

 

$

(1,508

)

 

-0.3%

 

$

12,630

 

 

3.0%

 

 

$

13,052

 

 

3.4%

 

 

$

(422

)

 

-0.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangibles:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

$

3,288

 

 

1.1%

 

 

$

3,415

 

 

1.0%

 

 

$

(127

)

 

0.1%

 

$

3,281

 

 

1.0%

 

 

$

3,288

 

 

1.1%

 

 

$

(7

)

 

-0.1%

 

EMEA

 

839

 

 

1.1%

 

 

 

214

 

 

0.3%

 

 

 

625

 

 

0.8%

 

 

812

 

 

1.0%

 

 

 

839

 

 

1.1%

 

 

 

(27

)

 

-0.1%

 

Other

 

 

 

-

 

 

 

 

 

-

 

 

 

 

 

-

 

 

 

 

-

 

 

 

 

 

-

 

 

 

 

 

-

 

Consolidated

$

4,127

 

 

1.1%

 

 

$

3,629

 

 

0.9%

 

 

$

498

 

 

0.2%

 

$

4,093

 

 

1.0%

 

 

$

4,127

 

 

1.1%

 

 

$

(34

)

 

-0.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impairment of long-lived

assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

$

129

 

 

0.0%

 

 

$

5,175

 

 

1.6%

 

 

$

(5,046

)

 

-1.6%

 

$

1,800

 

 

0.5%

 

 

$

129

 

 

0.0%

 

 

$

1,671

 

 

0.5%

 

EMEA

 

 

 

0.0%

 

 

 

 

 

0.0%

 

 

 

 

 

0.0%

 

 

 

 

0.0%

 

 

 

 

 

0.0%

 

 

 

 

 

0.0%

 

Other

 

 

 

-

 

 

 

 

 

-

 

 

 

 

 

-

 

 

 

 

-

 

 

 

 

 

-

 

 

 

 

 

-

 

Consolidated

$

129

 

 

0.0%

 

 

$

5,175

 

 

1.3%

 

 

$

(5,046

)

 

-1.3%

 

$

1,800

 

 

0.4%

 

 

$

129

 

 

0.0%

 

 

$

1,671

 

 

0.4%

 

 

The decrease in depreciation was primarily due to the impact since the prior period of certain fully depreciated fixed assets, and fixed assets that were impaired and disposed of as part of the Americas 2018 and 2019 Exit Plans, partially offset by new depreciable fixed assets placed into service supporting site expansions acquisitions and infrastructure upgrades.

The increase in amortization was primarily due to the addition of intangibles acquired in conjunctionAmortization remained consistent with the July 2018 WhistleOut acquisition and the November 2018 Symphony acquisition, partially offset by certain fully amortized intangible assets.comparable period.

See Note 4, Costs Associated with Exit and Disposal Activities, and Note 5, Fair Value, in the accompanying “Notes to Condensed Consolidated Financial Statements” for further information regardingon the impairment of long-lived assets.assets.

Other Income (Expense)

 

Three Months Ended June 30,

 

 

 

 

 

Three Months Ended June 30,

 

 

 

 

 

(in thousands)

2019

 

 

2018

 

 

$ Change

 

2020

 

 

2019

 

 

$ Change

 

Interest income

$

192

 

 

$

175

 

 

$

17

 

$

165

 

 

$

192

 

 

$

(27

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest (expense)

$

(1,179

)

 

$

(1,149

)

 

$

(30

)

$

(560

)

 

$

(1,179

)

 

$

619

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense), net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency transaction gains (losses)

$

(361

)

 

$

641

 

 

$

(1,002

)

$

48

 

 

$

(361

)

 

$

409

 

Gains (losses) on derivative instruments not

designated as hedges

 

(432

)

 

 

(345

)

 

 

(87

)

 

(164

)

 

 

(432

)

 

 

268

 

Gains (losses) on investments held in rabbi trust

 

426

 

 

 

142

 

 

 

284

 

 

1,816

 

 

 

426

 

 

 

1,390

 

Other miscellaneous income (expense)

 

(166

)

 

 

(975

)

 

 

809

 

 

97

 

 

 

(166

)

 

 

263

 

Total other income (expense), net

$

(533

)

 

$

(537

)

 

$

4

 

$

1,797

 

 

$

(533

)

 

$

2,330

 

 

Interest income and interest (expense) remained consistent with the comparable period.

The decrease in interest (expense) was primarily due to lower average outstanding borrowings and lower average interest rates than in the comparable period.


The change in other income (expense), net, was primarily due to an increase in value of investments held in rabbi trust and an increase in foreign exchange gains over the comparable period.

See Note 8, Investments Held in Rabbi Trust, in the accompanying “Notes to Condensed Consolidated Financial Statements” for further information.

The change in other miscellaneous income (expense) was primarily due to payroll tax compliance costs in the prior period.

Income Taxes

 

Three Months Ended June 30,

 

 

 

 

 

Three Months Ended June 30,

 

 

 

 

 

(in thousands)

2019

 

 

2018

 

 

$ Change

 

2020

 

 

2019

 

 

$ Change

 

Income before income taxes

$

13,735

 

 

$

4,949

 

 

$

8,786

 

$

28,615

 

 

$

13,735

 

 

$

14,880

 

Income taxes

 

2,466

 

 

 

(2,229

)

 

 

4,695

 

 

6,385

 

 

 

2,466

 

 

 

3,919

 

 

 

 

 

 

 

 

 

% Change

 

 

 

 

 

 

 

 

 

% Change

 

Effective tax rate

 

18.0

%

 

 

-45.0

%

 

 

63.0

%

 

22.3

%

 

 

18.0

%

 

 

4.3

%

 

The increase in the effective tax rate in 20192020 compared to 20182019 was primarily due to an election made during the three months ended June 30, 2019 to step up tax basis in a $3.2foreign subsidiary which resulted in a $0.6 million decrease in benefit related to the settlement ofdiscrete tax audits and ancillary issues in the prior year.benefit.  The increase in the effective tax rate was also affected by shifts in earnings among the various jurisdictions in which we operate. Several additional factors, none of which are individually material, also impacted the rate.

 

Six Months Ended June 30, 20192020 Compared to Six Months Ended June 30, 20182019

Revenues

 

Six Months Ended June 30,

 

 

 

 

 

Six Months Ended June 30,

 

 

 

 

 

2019

 

 

2018

 

 

 

 

 

2020

 

 

2019

 

 

 

 

 

(in thousands)

Amount

 

 

% of Revenues

 

 

Amount

 

 

% of Revenues

 

 

$ Change

 

Amount

 

 

% of Revenues

 

 

Amount

 

 

% of Revenues

 

 

$ Change

 

Americas

$

635,084

 

 

80.2%

 

 

$

667,762

 

 

82.3%

 

 

$

(32,678

)

$

672,198

 

 

81.2%

 

 

$

635,084

 

 

80.2%

 

 

$

37,114

 

EMEA

 

156,804

 

 

19.8%

 

 

 

143,347

 

 

17.7%

 

 

 

13,457

 

 

155,794

 

 

18.8%

 

 

 

156,804

 

 

19.8%

 

 

 

(1,010

)

Other

 

43

 

 

0.0%

 

 

 

47

 

 

0.0%

 

 

 

(4

)

 

7

 

 

0.0%

 

 

 

43

 

 

0.0%

 

 

 

(36

)

Consolidated

$

791,931

 

 

100.0%

 

 

$

811,156

 

 

100.0%

 

 

$

(19,225

)

$

827,999

 

 

100.0%

 

 

$

791,931

 

 

100.0%

 

 

$

36,068

 

 

Consolidated revenues decreased $19.2increased $36.1 million, or 2.4%4.6%, for the six months ended June 30, 20192020 from the comparable period in 2018.2019.

The decreaseincrease in Americas’ revenues was due to end-of-life client programs of $36.5 million, lower volumes from existing clients of $10.3 million and an unfavorable foreign currency impact of $7.3 million, partially offset by new clients of $21.4 million. Revenues from our offshore operations represented 41.5% of Americas’ revenues in 2019, compared to 39.4% for the comparable period in 2018.

The increase in EMEA’s revenues was due to new clients of $15.1 million and higher volumes from existing clients of $13.1$66.4 million and new clients of $18.7 million, partially offset by end-of-life client programs of $3.1$46.2 million primarily in the communications vertical and an unfavorable foreign currency impact of $11.6$1.8 million. Revenues from our offshore operations represented 42.7% of Americas’ revenues in 2020, compared to 41.5% for the comparable period in 2019.

The decrease in EMEA’s revenues was due to end-of-life client programs of $5.4 million primarily in the communications and other verticals and an unfavorable foreign currency impact of $5.0 million, partially offset by higher volumes from existing clients of $5.6 million and new clients of $3.8 million.

Direct Salaries and Related Costs

 

Six Months Ended June 30,

 

 

 

 

 

 

 

 

 

Six Months Ended June 30,

 

 

 

 

 

 

 

 

 

2019

 

 

2018

 

 

 

 

 

 

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

 

(in thousands)

Amount

 

 

% of Revenues

 

 

Amount

 

 

% of Revenues

 

 

$ Change

 

 

Change in % of Revenues

 

Amount

 

 

% of Revenues

 

 

Amount

 

 

% of Revenues

 

 

$ Change

 

 

Change in % of Revenues

 

Americas

$

405,478

 

 

63.8%

 

 

$

437,655

 

 

65.5%

 

 

$

(32,177

)

 

-1.7%

 

$

427,234

 

 

63.6%

 

 

$

405,478

 

 

63.8%

 

 

$

21,756

 

 

-0.2%

 

EMEA

 

108,411

 

 

69.1%

 

 

 

102,341

 

 

71.4%

 

 

 

6,070

 

 

-2.3%

 

 

108,144

 

 

69.4%

 

 

 

108,411

 

 

69.1%

 

 

 

(267

)

 

0.3%

 

Consolidated

$

513,889

 

 

64.9%

 

 

$

539,996

 

 

66.6%

 

 

$

(26,107

)

 

-1.7%

 

$

535,378

 

 

64.7%

 

 

$

513,889

 

 

64.9%

 

 

$

21,489

 

 

-0.2%

 

 

The decreaseincrease of $26.1$21.5 million in direct salaries and related costs included a favorableunfavorable foreign currency impact of $6.9$0.3 million in the Americas and a favorable foreign currency impact of $8.4$3.8 million in EMEA.

The decrease in Americas’ direct salaries and related costs, as a percentage of revenues, was primarily attributable to lower compensationcustomer-acquisition advertising costs of 2.5% driven by an increase in agent productivity principally within the financial services, communications and transportation verticals in the current period, 0.5%, lower communicationsauto tow claim costs of 0.3%0.4%, lower communications


costs of 0.3% and lower other costs of 0.2%, partially offset by was primarily attributable to higher recruitingcompensation costs of 0.4%,0.8% and higher customer-acquisition advertisingtravel costs of 0.4%, higher auto tow claim costs of 0.3% and higher dues and subscription costs of 0.2%.

The decreaseincrease in EMEA’s direct salaries and related costs, as a percentage of revenues, was primarily attributable to lowerhigher compensation costs of 2.8%1.7% driven by an increasea decrease in agentconsultant productivity at Symphony resulting principally within the financial services verticalfrom project delays due to COVID-19 in the current period lower recruiting costs of 0.2% and lowerhigher other costs of 0.3%, partially offset by higher fulfillment materialslower software purchased for resale of 0.8%, lower communications costs of 0.8%0.3%, lower rebillable costs of 0.3% and higherlower travel costs of 0.2%0.3%.

General and Administrative

 

Six Months Ended June 30,

 

 

 

 

 

 

 

 

 

Six Months Ended June 30,

 

 

 

 

 

 

 

 

 

2019

 

 

2018

 

 

 

 

 

 

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

 

(in thousands)

Amount

 

 

% of Revenues

 

 

Amount

 

 

% of Revenues

 

 

$ Change

 

 

Change in % of Revenues

 

Amount

 

 

% of Revenues

 

 

Amount

 

 

% of Revenues

 

 

$ Change

 

 

Change in % of Revenues

 

Americas

$

142,351

 

 

22.4%

 

 

$

143,293

 

 

21.5%

 

 

$

(942

)

 

0.9%

 

$

140,218

 

 

20.9%

 

 

$

142,351

 

 

22.4%

 

 

$

(2,133

)

 

-1.5%

 

EMEA

 

37,300

 

 

23.8%

 

 

 

30,825

 

 

21.5%

 

 

 

6,475

 

 

2.3%

 

 

35,224

 

 

22.6%

 

 

 

37,300

 

 

23.8%

 

 

 

(2,076

)

 

-1.2%

 

Other

 

29,311

 

 

-

 

 

 

30,359

 

 

-

 

 

 

(1,048

)

 

-

 

 

30,469

 

 

-

 

 

 

29,311

 

 

-

 

 

 

1,158

 

 

-

 

Consolidated

$

208,962

 

 

26.4%

 

 

$

204,477

 

 

25.2%

 

 

$

4,485

 

 

1.2%

 

$

205,911

 

 

24.9%

 

 

$

208,962

 

 

26.4%

 

 

$

(3,051

)

 

-1.5%

 

 

The increasedecrease of $4.5$3.1 million in general and administrative expenses included a favorable foreign currency impact of $2.0$0.3 million in the Americas and a favorable foreign currency impact of $2.5$1.1 million in EMEA.

The increasedecrease in Americas’ general and administrative expenses, as a percentage of revenues, was primarily attributable to higher software and maintenancelower facility-related costs of 0.5%0.7%, higher compensation costs of 0.5% and higherlower merger and integration costs of 0.4%0.3%, partially offset by lower facility-relatedcompensation costs of 0.4% associated with the Company’s exit plans0.3% and lower othertravel costs of 0.1%0.2%. See Note 4, Costs Associated with Exit and Disposal Activities, in the accompanying “Notes to Condensed Consolidated Financial Statements” for further information.

The increasedecrease in EMEA’s general and administrative expenses, as a percentage of revenues, was primarily attributable to higher compensation costs of 1.0% driven primarily by Symphony’s operations which has higher general and administrative labor costs relative to our mix of business in the prior period, higherlower merger and integration costs of 1.0%, lower travel costs of 0.4%, lower legal and professional fees of 0.3% and lower technology equipment and maintenance costs of 0.2%, partially offset by higher software and maintenance costs of 0.3%, higher compensation costs of 0.2% and higher travel costs of 0.2%, partially offset by lower communicationsother costs of 0.2%.

The decreaseincrease in Other general and administrative expenses, which includes corporate and other costs, was primarily attributable to lowerhigher merger and integration costs of $1.1$1.3 million, higher software and maintenance costs of $0.4 million, higher charitable contributions of $0.2 million and higher other costs of $0.1 million, partially offset by otherlower compensation costs of $0.1$0.4 million and lower travel costs of $0.4 million.

Depreciation, Amortization and Impairment of Long-Lived Assets

 

Six Months Ended June 30,

 

 

 

 

 

 

 

 

 

Six Months Ended June 30,

 

 

 

 

 

 

 

 

 

2019

 

 

2018

 

 

 

 

 

 

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

 

(in thousands)

Amount

 

 

% of Revenues

 

 

Amount

 

 

% of Revenues

 

 

$ Change

 

 

Change in % of Revenues

 

Amount

 

 

% of Revenues

 

 

Amount

 

 

% of Revenues

 

 

$ Change

 

 

Change in % of Revenues

 

Depreciation, net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

$

22,166

 

 

3.5%

 

 

$

25,018

 

 

3.7%

 

 

$

(2,852

)

 

-0.2%

 

$

20,121

 

 

3.0%

 

 

$

22,166

 

 

3.5%

 

 

$

(2,045

)

 

-0.5%

 

EMEA

 

3,254

 

 

2.1%

 

 

 

2,887

 

 

2.0%

 

 

 

367

 

 

0.1%

 

 

3,523

 

 

2.3%

 

 

 

3,254

 

 

2.1%

 

 

 

269

 

 

0.2%

 

Other

 

1,529

 

 

-

 

 

 

1,491

 

 

-

 

 

 

38

 

 

-

 

 

1,447

 

 

-

 

 

 

1,529

 

 

-

 

 

 

(82

)

 

-

 

Consolidated

$

26,949

 

 

3.4%

 

 

$

29,396

 

 

3.6%

 

 

$

(2,447

)

 

-0.2%

 

$

25,091

 

 

3.0%

 

 

$

26,949

 

 

3.4%

 

 

$

(1,858

)

 

-0.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangibles:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

$

6,726

 

 

1.1%

 

 

$

7,407

 

 

1.1%

 

 

$

(681

)

 

0.0%

 

$

6,567

 

 

1.0%

 

 

$

6,726

 

 

1.1%

 

 

$

(159

)

 

-0.1%

 

EMEA

 

1,687

 

 

1.1%

 

 

 

435

 

 

0.3%

 

 

 

1,252

 

 

0.8%

 

 

1,645

 

 

1.1%

 

 

 

1,687

 

 

1.1%

 

 

 

(42

)

 

0.0%

 

Other

 

 

 

-

 

 

 

 

 

-

 

 

 

 

 

-

 

 

 

 

-

 

 

 

 

 

-

 

 

 

 

 

-

 

Consolidated

$

8,413

 

 

1.1%

 

 

$

7,842

 

 

1.0%

 

 

$

571

 

 

0.1%

 

$

8,212

 

 

1.0%

 

 

$

8,413

 

 

1.1%

 

 

$

(201

)

 

-0.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impairment of long-lived

assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

$

1,711

 

 

0.3%

 

 

$

8,701

 

 

1.3%

 

 

$

(6,990

)

 

-1.0%

 

$

1,800

 

 

0.3%

 

 

$

1,711

 

 

0.3%

 

 

$

89

 

 

0.0%

 

EMEA

 

 

 

0.0%

 

 

 

 

 

0.0%

 

 

 

 

 

0.0%

 

 

 

 

0.0%

 

 

 

 

 

0.0%

 

 

 

 

 

0.0%

 

Other

 

 

 

-

 

 

 

 

 

-

 

 

 

 

 

-

 

 

 

 

-

 

 

 

 

 

-

 

 

 

 

 

-

 

Consolidated

$

1,711

 

 

0.2%

 

 

$

8,701

 

 

1.1%

 

 

$

(6,990

)

 

-0.9%

 

$

1,800

 

 

0.2%

 

 

$

1,711

 

 

0.2%

 

 

$

89

 

 

0.0%

 


 

The decrease in depreciation was primarily due to the impact since the prior period of certain fully depreciated fixed assets, and fixed assets that were impaired and disposed of as part of the Americas 2018 and 2019 Exit Plans, partially offset by new depreciable fixed assets placed into service supporting site expansions acquisitions and infrastructure upgrades.

The increasedecrease in amortization was primarily due to intangibles acquired in conjunction with the July 2018 WhistleOut acquisition andimpact since the November 2018 Symphony acquisition, partially offset byprior period of certain fully amortized intangible assets.

See Note 4, Costs Associated with Exit and Disposal Activities, and Note 5, Fair Value, in the accompanying “Notes to Condensed Consolidated Financial Statements” for further information regardingon the impairment of long-lived assets.assets.

Other Income (Expense)

 

Six Months Ended June 30,

 

 

 

 

 

Six Months Ended June 30,

 

 

 

 

 

(in thousands)

2019

 

 

2018

 

 

$ Change

 

2020

 

 

2019

 

 

$ Change

 

Interest income

$

377

 

 

$

346

 

 

$

31

 

$

428

 

 

$

377

 

 

$

51

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest (expense)

$

(2,357

)

 

$

(2,355

)

 

$

(2

)

$

(1,280

)

 

$

(2,357

)

 

$

1,077

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense), net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency transaction gains (losses)

$

(537

)

 

$

2,089

 

 

$

(2,626

)

$

(1,558

)

 

$

(537

)

 

$

(1,021

)

Gains (losses) on derivative instruments not designated as hedges

 

(465

)

 

 

(1,427

)

 

 

962

 

 

(410

)

 

 

(465

)

 

 

55

 

Gains (losses) on investments held in rabbi trust

 

1,606

 

 

 

117

 

 

 

1,489

 

 

(241

)

 

 

1,606

 

 

 

(1,847

)

Other miscellaneous income (expense)

 

(527

)

 

 

(1,161

)

 

 

634

 

 

(787

)

 

 

(527

)

 

 

(260

)

Total other income (expense), net

$

77

 

 

$

(382

)

 

$

459

 

$

(2,996

)

 

$

77

 

 

$

(3,073

)

 

Interest income and interest (expense) remained consistent with the comparable period.

The decrease in interest (expense) was primarily due to lower average outstanding borrowings and lower average interest rates than in the comparable period.

The change in other income (expense), net, was primarily due to a decline in value of investments held in rabbi trust and an increase in foreign exchange losses over the comparable period.

See Note 8, Investments Held in Rabbi Trust, in the accompanying “Notes to Condensed Consolidated Financial Statements” for further information.

The change in other miscellaneous income (expense) was primarily due to payroll tax compliance costs in the prior period.

Income Taxes

 

Six Months Ended June 30,

 

 

 

 

 

Six Months Ended June 30,

 

 

 

 

 

(in thousands)

2019

 

 

2018

 

 

$ Change

 

2020

 

 

2019

 

 

$ Change

 

Income before income taxes

$

30,104

 

 

$

18,353

 

 

$

11,751

 

$

47,759

 

 

$

30,104

 

 

$

17,655

 

Income taxes

 

7,148

 

 

 

227

 

 

 

6,921

 

 

11,611

 

 

 

7,148

 

 

 

4,463

 

 

 

 

 

 

 

 

 

% Change

 

 

 

 

 

 

 

 

 

% Change

 

Effective tax rate

 

23.7

%

 

 

1.2

%

 

 

22.5

%

 

24.3

%

 

 

23.7

%

 

 

0.6

%

 

The increase in the effective tax rate in 20192020 compared to 20182019 was primarily due to an election made during the three months ended June 30, 2019 to step up tax basis in a $3.4foreign subsidiary which resulted in a $0.6 million decrease indiscrete tax benefit, related to the settlement of tax audits and ancillary issues in the prior year. The increase in the effective tax rate was also affectedpartially offset by shifts in earnings among the various jurisdictions in which we operate. Several additional factors, none of which are individually material, also impacted the rate.

 


Client Concentration

Our top ten clients accounted for 42.9%45.9% and 45.8%42.9% of our consolidated revenues in the three months ended June 30, 20192020 and 2018,2019, respectively, and 42.5%45.3% and 45.9%42.5% of our consolidated revenues in the six months ended June 30, 20192020 and 2018,2019, respectively.

Total revenues by segment from AT&T Corporation (“AT&T”), a major providerour largest client in each of communicationthe periods, which was in the financial services vertical for which we provide various customer support services over several distinct lines of AT&T businesses,the three and six months ended June 30, 2020 and the communications vertical for the three and six months ended June 30, 2019, were as follows (in thousands):

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

2019

 

 

2018

 

 

2019

 

 

2018

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Amount

 

 

% of Revenues

 

 

Amount

 

 

% of Revenues

 

 

Amount

 

 

% of Revenues

 

 

Amount

 

 

% of Revenues

 

Amount

 

 

% of Revenues

 

 

Amount

 

 

% of Revenues

 

 

Amount

 

 

% of Revenues

 

 

Amount

 

 

% of Revenues

 

Americas

$

28,238

 

 

9.1%

 

 

$

40,947

 

 

12.5%

 

 

$

58,863

 

 

9.3%

 

 

$

82,935

 

 

12.4%

 

$

32,123

 

 

9.5%

 

 

$

28,238

 

 

9.1%

 

 

$

61,726

 

 

9.2%

 

 

$

58,863

 

 

9.3%

 

EMEA

 

52

 

 

0.1%

 

 

 

 

 

0.0%

 

 

 

89

 

 

0.1%

 

 

 

 

 

0.0%

 

 

 

 

0.0%

 

 

 

52

 

 

0.1%

 

 

 

 

 

0.0%

 

 

 

89

 

 

0.1%

 

$

28,290

 

 

7.3%

 

 

$

40,947

 

 

10.3%

 

 

$

58,952

 

 

7.4%

 

 

$

82,935

 

 

10.2%

 

$

32,123

 

 

7.7%

 

 

$

28,290

 

 

7.3%

 

 

$

61,726

 

 

7.5%

 

 

$

58,952

 

 

7.4%

 

 

We have multiple distinct contracts with AT&T spread across multiple lines of businesses, which expire at varying dates between 2019 and 2021. We have historically renewed most of these contracts. However, there is no assurance that these contracts will be renewed, or if renewed, will be on terms as favorable as the existing contracts. Each line of business is governed by separate business terms, conditions and metrics. Each line of business also has a separate decision maker such that a loss of one line of business would not necessarily impact our relationship with the client and decision makers on other lines of business. The loss of (or the failure to retain a significant amount of business with) any of our key clients, including AT&T, could have a material adverse effect on our performance. Many of our contracts contain penalty provisions for failure to meet minimum service levels and are cancelable by the client at any time or on short notice. Also, clients may unilaterally reduce their use of our services under our contracts without penalty.

Total revenues by segment from our next largest client, which was in the financial services vertical in each of the periods, were as follows (in thousands):

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

Amount

 

 

% of Revenues

 

 

Amount

 

 

% of Revenues

 

 

Amount

 

 

% of Revenues

 

 

Amount

 

 

% of Revenues

 

Americas

$

26,140

 

 

8.4%

 

 

$

29,922

 

 

9.1%

 

 

$

49,193

 

 

7.7%

 

 

$

60,531

 

 

9.1%

 

EMEA

 

 

 

0.0%

 

 

 

 

 

0.0%

 

 

 

 

 

0.0%

 

 

 

 

 

0.0%

 

 

$

26,140

 

 

6.7%

 

 

$

29,922

 

 

7.5%

 

 

$

49,193

 

 

6.2%

 

 

$

60,531

 

 

7.5%

 

Other than AT&T, total revenues by segment of our clients that each individually represents 10% or greater of that segment’s revenues in each of the periods were as follows (in thousands):

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

Amount

 

 

% of Revenues

 

 

Amount

 

 

% of Revenues

 

 

Amount

 

 

% of Revenues

 

 

Amount

 

 

% of Revenues

 

Americas

$

 

 

0.0%

 

 

$

 

 

0.0%

 

 

$

 

 

0.0%

 

 

$

 

 

0.0%

 

EMEA

 

10,103

 

 

12.8%

 

 

 

25,996

 

 

37.3%

 

 

 

20,036

 

 

12.8%

 

 

 

53,641

 

 

37.4%

 

 

$

10,103

 

 

2.6%

 

 

$

25,996

 

 

6.6%

 

 

$

20,036

 

 

2.5%

 

 

$

53,641

 

 

6.6%

 


Business Outlook

For the three months ended September 30, 2019, we anticipate the following financial results: 

Revenues in the range of $400.0 million to $405.0 million;

Effective tax rate of approximately 24.0%;

Fully diluted share count of approximately 41.1 million;

Diluted earnings per share in the range of $0.35 to $0.38; and

Capital expenditures in the range of $13.0 million to $16.0 million.  

For the twelve months ended December 31, 2019, we anticipate the following financial results: 

Revenues in the range of $1,624.0 million to $1,634.0 million;

Effective tax rate of approximately 24.0%;

Fully diluted share count of approximately 41.6 million;

Diluted earnings per share in the range of $1.53 to $1.60; and

Capital expenditures in the range of $45.0 million to $50.0 million.  

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

Amount

 

 

% of Revenues

 

 

Amount

 

 

% of Revenues

 

 

Amount

 

 

% of Revenues

 

 

Amount

 

 

% of Revenues

 

Americas

$

 

 

0.0%

 

 

$

 

 

0.0%

 

 

$

 

 

0.0%

 

 

$

 

 

0.0%

 

EMEA

 

17,683

 

 

22.8%

 

 

 

10,103

 

 

12.8%

 

 

 

35,156

 

 

22.6%

 

 

 

20,036

 

 

12.8%

 

 

$

17,683

 

 

4.2%

 

 

$

10,103

 

 

2.6%

 

 

$

35,156

 

 

4.2%

 

 

$

20,036

 

 

2.5%

 

 

Broadly speaking,Business Outlook

On March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. The global nature, rapid spread and continually evolving response by governments throughout the world to combat the spread has had a negative impact on the global economy. Certain of our customer engagement centers have been impacted by local government actions restricting facility access or are operating at lower capacity utilization levels. We are committed to the health and safety of our workforce and ensuring business continuity for the brands we serve. In response, we have shifted as many employees as possible to a work-at-home model. As of the middle of July 2020, approximately 95% of agents assigned to our brick-and-mortar facilities are working at our centers or from home across the world with 70% having transitioned to a work-at-home model. Approximately 5% of our agents lack the technical infrastructure to work from home. Our operations in the Philippines, El Salvador and Mexico have been most impacted by the governmental restrictions.

We continue to monitor the progression of the pandemic and may take additional actions in response to government orders or that we believe our sales funnel is markedly stronger than the levelsare in the second quarterbest interests of 2019. A large part of the strength is from significantly higher win rates with newour employees, clients dueand shareholders. Due to the tractionunprecedented nature of our differentiated value proposition, coupled with higher demand on existing and new lines of businesses. These wins span the financial services, communications, technology and transportation & leisure verticals.

However, we are reducing our full year revenue and diluted earnings per share outlook by approximately $35.0 million and $0.04, respectively, relative to the mid-point in the outlook provided in May 2019. Of the $35.0 million of revenue reduction, $5.0 million is related to foreign exchange volatility. Close to 80% of the remaining $30.0 million in reduced revenue outlook is concentrated within the communications vertical, the bulk of which is related to the rapid ramp down of a communications client whose recent contract renewal did not align with our forecasted target margins with the residual related to continued demand softness from our largest communications client. The other 20% of the net $30.0 million is related to longer than expected ramps because of wins with clients who are new adopters to outsourcing and whose programs have a higher level of complexity and speed to competency. Accordingly, the underlying strength in our sales funnel and revenue growth opportunity is being masked in the short-term by the timing mismatch between ramp downs that have immediate revenue impact and ramp ups that have more graduated lead times.

Our revenues and earnings per share assumptions for the third quarter and full year 2019 are based on foreign exchange rates as of July 2019. Therefore, the continued volatility in foreign exchange rates between the U.S. Dollar and the functional currencies of the markets we serve could have a further impact, positive or negative, on revenues and earnings per share relative to the business outlook for the third quarter and full-year.

We anticipate total other interest income (expense), net of approximately $(1.2) million for the third quarter and $(4.3) million for the full year 2019. The amounts in the other interest income (expense), net, however, exclude the potential impact of any future foreign exchange gains or losses.

We expect our full year 2019 effective tax rate to be slightly lower than previously forecasted in the outlook provided in May 2019 predominantly due to an increase in discrete tax benefits in the second quarter.

Not included in this pandemic, forward-looking guidance is the impact of any future acquisitions, share repurchase activities or a potential sale of previously exited customer engagement centers.has been suspended.

Liquidity and Capital Resources

Our primary sources of liquidity are generallytypically cash flows generated by operating activities and from available borrowings under our revolving credit facility. We utilize these capital resources to make capital expenditures associated primarily with our customer engagement services, invest in technology applications and tools to further develop our service offerings and for working capital and other general corporate purposes, including the repurchase of our common stock in the open market and to fund acquisitions. In future periods, we anticipateintend similar uses of these funds.


Our Board of Directors authorized us to purchase up to 10.0 million shares of our outstanding common stock (the “2011 Share Repurchase Program”) on August 18, 2011, as amended on March 16, 2016.  A total of 6.07.8 million shares have been repurchased under the 2011 Share Repurchase Program as of June 30, 2019.  During July 2019, the Company repurchased an additional 0.2 million shares for a cost of $6.2 million.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, management discretion and general market conditions. The 2011 Share Repurchase Program has no expiration date.


During the six months ended June 30, 2019, 2020, cash increased $56.3$86.6 million from operating activities, $8.0$23.0 million of debt proceeds and $0.3$0.6 million of other cash inflows, partially offset by $20.2$47.0 million used to repay long-term debt, $35.9 million used to repurchase common stock, $18.0 million used to repay long-term debt, $16.422.9 million used for capital expenditures and $1.31.1 million to repurchase common stock for tax withholding on equity awards, and $1.1 million of loan fees related to the 2019 Credit Agreement, resulting in a $8.3$3.3 million increase in available cash, cash equivalents and restricted cash (including the favorableunfavorable effects of foreign currency exchange rates on cash, cash equivalents and restricted cash of $0.7$1.8 million).

Net cash flows provided by operating activities for the six months ended June 30, 20192020 were $56.3$86.6 million, compared to $47.4$56.3 million for the comparable period in 2018.2019. The $8.9$30.3 million increase in net cash flows from operating activities was due to a $4.8 million increase in net income and a net increase of $14.0$15.9 million in cash flows from assets and liabilities, partially offset by a $9.9$13.2 million decreaseincrease in net income and a $1.2 million increase in non-cash reconciling items such as depreciation, amortization, impairment andnet unrealized (gains) lossesforeign currency transaction gains (losses), bad debt expense, net unrealized gains (losses) and premiums on financial instruments net.and depreciation. The $14.0$15.9 million increase in 20192020 from 20182019 in cash flows from assets and liabilities was principally a result of a $7.2$7.5 million change in net taxes payable, a $5.0 million decrease in accounts receivableother assets and a $6.8$3.1 million increase in other liabilities. The $7.2$7.5 million decreaseincrease in the change in accounts receivablenet taxes payable was primarily due to extensions of payment deadlines granted by several jurisdictions. The $5.0 million decrease in other assets was primarily due to a $3.4 million decrease in deferred charges and other assets driven by an increase in the timing of billingsprior year in long-term accounts receivable and collections.deferred finance charges associated with the 2019 Credit Agreement. The $6.8$3.1 million increase in the change in other liabilities was primarily due to an $8.8a $5.5 million increase principallyin other long-term liabilities driven by the deferral of our portion of social security taxes as permitted by the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, partially offset by a $1.5 million decrease related to the timing of accrued employee compensation and benefits and a $2.7 million increase in in the change accounts payable principally resulting from the timing of invoices and the related payments, partially offset by a $3.9 million decrease in the change in other accrued expenses and current liabilities principally resulting from fluctuations in our derivatives and a $1.4 million decrease related to the impacttiming of the adoption of ASC 842, Leases, on our deferred rent balance and our lease liability associated with the Americas 2018 Exit Plan. See Note 3, Leases, and Note 4, Costs Associated with Exit and Disposal Activities, in the accompanying “Notes to Condensed Consolidated Financial Statements” for further information.accounts payable.

Capital expenditures, which are generally funded by cash generated from operating activities, available cash balances and borrowings available under our credit facilities, were $16.4$22.9 million for the six months ended June 30, 2019,2020, compared to $26.2$16.4 million for the comparable period in 2018, a decrease2019, an increase of $9.8$6.5 million. In 2019, we anticipate capital expenditures in the range of $45.0 million to $50.0 million, primarily for maintenance, new seat additions, facility upgrades and systems infrastructure.

On February 14, 2019, we entered into a $500 million senior revolving credit facility (the “2019 Credit Agreement”) with a group of lenders, KeyBank National Association, as Administrative Agent, Swing Line Lender and Issuing Lender (“KeyBank”), the lenders named therein, and KeyBanc Capital Markets Inc. as Lead Arranger and Sole Book Runner. The 2019 Credit Agreement replaced our previous $440 million revolving credit facility dated May 12, 2015 (the “2015 Credit Agreement”), which agreement was terminated simultaneous with entering into the 2019 Credit Agreement. The 2019 Credit Agreement is subject to certain borrowing limitations and includes certain customary financial and restrictive covenants. We are not currently aware of any inability of our lenders to provide access to the full commitment of funds that exist under the 2019 Credit Agreement, if necessary.  However, there can be no assurance that such facility will be available to us, even though it is a binding commitment of the financial institutions. The 2019 Credit Agreement will mature on February 14, 2024. AtAs of June 30, 2019,2020, we were in compliance with all loan requirements of the 2019 Credit Agreement and had $92.0$49.0 million of outstanding borrowings under this facility. For additional discussion of our credit agreements, see Note 18, Borrowings in the “Notes to the Consolidated Financial Statements” section of our Annual Report on Form 10-K for the year ended December 31, 2019.

Our credit agreements had an average daily utilization of $90.0$71.4 million and $100.1$90.0 million during the three months ended June 30, 20192020 and 2018,2019, respectively, and $92.8$67.6 million and $110.7$92.8 million during the six months ended June 30, 20192020 and 2018,2019, respectively. During the three months ended June 30, 20192020 and 2018,2019, the related interest expense, including the commitment fee and excluding the amortization of deferred loan fees, was $0.9$0.4 million and $0.9 million, respectively, which represented weighted average interest rates of 4.1%2.3% and 3.7%4.1%, respectively. During the six months ended June 30, 20192020 and 2018,2019, the related interest expense, including the commitment fee and excluding the amortization of deferred loan fees, was $1.9$1.0 million and $1.9 million, respectively, which represented weighted average interest rates of 4.1%3.0% and 3.5%4.1%, respectively.


We have no significant tax jurisdictionsrepaid $24.0 million, net, of long-term debt outstanding under audit; however, wethe 2019 Credit Agreement during the six months ended June 30, 2020.  Our future interest expense for the remainder of 2020 will vary based on our usage of the 2019 Credit Agreement and market interest rates.

We are currently under audit in several tax jurisdictions.  Wejurisdictions and believe we are adequately reserved for the remaininghave adequate reserves related to all matters pertaining to these audits. Should we experience unfavorable outcomes from these audits, and their resolution is not expected tosuch outcomes could have a materialsignificant impact on our financial condition, and results of operations.

The 2017 Tax Reform Act provides for a one-time transition tax based on our undistributed foreign earnings on which we previously had deferred U.S. income taxes.  We recorded a $28.3 million provisional liability in 2017, which was net of $5.0 million of available tax credits, for our one-time transition tax.  As of June 30, 2019, $1.9 million of the liability was netted in “Income taxes receivable”operations and $2.0 million of the liability was included in “Income taxes payable” as of December 31, 2018 in the accompanying Condensed Consolidated Balance Sheets. As of June 30, 2019 and December 31, 2018, $18.5 million and $20.4 million, respectively, of the long-term liability was included in “Long-term income tax liabilities” in the accompanying Condensed Consolidated Balance Sheets. This transition tax liability will be paid in yearly installments until 2025. No additional income taxes have been provided for any remaining outside basis difference inherent in our investments in our foreign subsidiaries as these amounts continue to be indefinitely reinvested in foreign operations.cash flows.

As part of the July 1, 2018 WhistleOut acquisition, an AUD 14.0 million three-year retention bonus will beis payable in


installments on or around July 1, 2019, 2020 and 2021. We paid the first installment of AUD 6.0 million ($4.2 million) in July 2019. We accelerated the 2021 installment of the retention bonus and paid AUD 8.0 million ($5.6 million) in July 2020, which represented both the 2020 and 2021 installments. No further amounts are due. Also, as part of the Symphony acquisition on November 1, 2018, a portion of the purchase price, with an acquisition date present value of GBP 7.9 million ($10.0 million) has been, was deferred and will be paidis payable in equal installments over three years, on or around November 1, 2019, 2020 and 2021. We paid the first installment of GBP 2.7 million ($3.3 million) in October 2019.

As of June 30, 2019,2020, we had $136.6$129.1 million in cash and cash equivalents, of which approximately 89.0%81.9%, or $121.6$105.6 million, was held in international operations. As a result of the 2017 Tax Reform Act, mostMost of these funds will not be subject to additional taxes if repatriated toin the United States.States if repatriated; however, certain jurisdictions may impose additional withholding taxes. There are circumstances where we may be unable to repatriate some of the cash and cash equivalents held by our international operations due to country restrictions.

We expect our current cash levels and cash flows from operations to be adequate to meet our anticipated working capital needs, including investment activities such as capital expenditures and debt repayment for the next twelve months and the foreseeable future. However, from time to time, we may borrow funds under our 2019 Credit Agreement as a result of the timing of our working capital needs, including capital expenditures.

Our cash resources could also be affected by various risks and uncertainties, including but not limited to, the risks described in our Annual Report on Form 10-K for the year ended December 31, 2018.2019.

Off-Balance Sheet Arrangements and Other

As of June 30, 2019,2020, we did not have any material commercial commitments, including guarantees or standby repurchase obligations, or any relationships with unconsolidated entities or financial partnerships, including entities often referred to as structured finance or special purpose entities or variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

From time to time, during the normal course of business, we may make certain indemnities, commitments and guarantees under which we may be required to make payments in relation to certain transactions. These include, but are not limited to: (i) indemnities to clients, vendors and service providers pertaining to claims based on negligence or willful misconduct and (ii) indemnities involving breach of contract, the accuracy of representations and warranties, or other liabilities assumed by us in certain contracts. In addition, we have agreements whereby we will indemnify certain officers and directors for certain events or occurrences while the officer or director is, or was, serving at our request in such capacity. The indemnification period covers all pertinent events and occurrences during the officer’s or director’s 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

During the six months ended June 30, 2019, we repaid $10.0 million, net, of long-term debt outstanding under our Credit Agreement resulting in a remaining outstanding debt balance of $92.0 million.

See Note 3, Leases, in the accompanying “Notes to Condensed Consolidated Financial Statements” for information about our operating leases as of June 30, 2019.

Except for the contractual obligations mentioned above, thereThere have not been any material changes to the outstanding contractual obligations outside of the ordinary course of business to the outstanding contractual obligations from the disclosure in our Annual Report on Form 10-K as of and for the year ended December 31, 2018.2019.

Critical Accounting Estimates

See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 20182019 for a discussion of our critical accounting estimates.  

See Note 3, Leases, inestimates, including a description of the accompanying “Notes to Condensed Consolidated Financial Statements” for further information onmethods and key assumptions used and how the adoption of ASC 842, Leaseskey assumptions were determined..

New Accounting Standards Not Yet Adopted

See Note 1, Overview and Basis of Presentation, in the accompanying “Notes to Condensed Consolidated Financial Statements” for information related to recent accounting pronouncements.

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Risk

Our earnings and cash flows are subject to fluctuations due to changes in currency exchange rates.  We are exposed to foreign currency exchange rate fluctuations when subsidiaries with functional currencies other thanmarket risk in the U.S. Dollar (“USD”) are translated intonormal course of business due primarily to our USD consolidated financial statements. As exchange rates vary, those results, when translated, may vary from expectationsborrowings and adversely impact profitability. The cumulative translation effects for subsidiaries using functional currencies other than USD are included in “Accumulated other comprehensive income (loss)” in shareholders’ equity. Movements in non-USD currency exchange rates may negatively or positively affect our competitive position, as exchange rate changes may affect business practices and/or pricing strategies of non-U.S. based competitors.

We employ a foreign currency risk management program that periodically utilizes derivative instruments to protect against unanticipated fluctuations in certain earnings and cash flows caused by volatility in foreign currency exchange (“FX”) rates. We also utilize derivative contracts to hedge intercompany receivables and payables that are denominated in a foreign currency and to hedge net investments in foreign operations.

We serve a number of U.S.-based clients using customer engagement center capacity in The Philippines and Costa Rica,cash-management activities, which are within our Americas segment. Although a substantial portion of the costs incurred to render services under these contracts are denominated in Philippine Pesos (“PHP”) and Costa Rican Colones (“CRC”), the contracts with these clients are priced in USDs, which represent FX exposures. Additionally, our EMEA segment services clients in Hungary and Romania with a substantial portion of the costs incurred to render services under these contracts denominated in Hungarian Forints (“HUF”) and Romanian Leis (“RON”), where the contracts are priced in Euros (“EUR”).

In order to hedge a portion of our anticipated revenues denominated in USD and EUR, we had outstanding forward contracts and options as of June 30, 2019 with counterparties through December 2019 with notional amounts totaling $99.2 million. As of June 30, 2019, we had net total derivative assets associated with these contracts with a fair value of $3.2 million. If the USD was to weaken against the PHP and CRC, and the EUR was to weaken against the HUF and RON by 10% from current period-end levels, we would incur a loss of approximately $9.8 million on the underlying exposures of the derivative instruments. However, this loss would be mitigated by corresponding gains on the underlying exposures.

We had outstanding forward exchange contracts as of June 30, 2019 with notional amounts totaling $20.0 million that are not designated as hedges. The purpose of these derivative instruments is to protect against FX volatility


pertaining to intercompany receivables and payables, and other assets and liabilities that are denominated in currencies other than our subsidiaries’ functional currencies. As of June 30, 2019, the fair value of these derivatives was a net liability of $0.1 million. The potential loss in fair value at June 30, 2019, for these contracts resulting from a hypothetical 10% adverse change in the foreign currency exchange rates is approximately $1.8 million. However, this loss would be mitigated by corresponding gains on the 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 financial instruments for speculative trading purposes, nor do we hedge our foreign currency exposure in a manner that entirely offsets the effects of changes in foreign exchange rates.  As a general rule, we do not use financial instruments to hedge local currency denominated operating expenses in countries where a natural hedge exists. For example, in many countries, revenue from the local currency services substantially offsets the local currency denominated operating expenses.

Interest Rate Risk

Our exposuresubject to interest rate risk, results from variableand to our foreign business operations, which are subject to foreign exchange rate debt outstanding underrisk.  Our market risk disclosures set forth in our revolving credit facility. We pay interestAnnual Report on outstanding borrowings at interest rates that fluctuate based upon changes in various base rates. As of June 30,Form 10-K for the year ended December 31, 2019 we had $92.0 million in borrowings outstanding under the 2019 Credit Agreement.  Based on our level of variable rate debt outstanding during the three and six months ended June 30, 2019, a 1.0% increase in the weighted average interest rate, which generally equals the LIBOR rate plus an applicable margin, would have had an impact of $0.3 million and $0.5 million, respectively, on our results of operations.

We have not historically used derivative instrumentsotherwise changed significantly.

For a discussion of current market conditions resulting from the COVID-19 pandemic, refer to manage exposurePart I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and to changes in interest rates.Part II, Item 1A, “Risk Factors.”


Fluctuations in Quarterly Results

For the year ended December 31, 2018,2019, quarterly revenues as a percentage of total consolidated annual revenues were approximately 25%, 24%, 25% and 26%, respectively, for each of the respective quarters of the year. We have experienced and anticipate that in the future we will experience variations in quarterly revenues. The variations are due to the timing of new contracts and renewal of existing contracts, the timing and frequency of client spending for customer engagement services, non-U.S. currency fluctuations, and the seasonal pattern of customer engagement support and fulfillment services.  

Item 4.  Controls and Procedures

As of June 30, 2019,2020, under the direction of our Chief Executive Officer and Chief Finance 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 SEC’s rules and forms, and is accumulated and communicated to management, including our Chief Executive Officer and Chief Finance Officer, as appropriate to allow timely decisions regarding required disclosure. We concluded that, as of June 30, 2019,2020, our disclosure controls and procedures were effective at the reasonable assurance level.

There were no changes in our internal controls over financial reporting during the quarter ended June 30, 20192020 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.


Part II.  OTHER INFORMATION

From time to time, we are involved in legal actions arising in the ordinary course of business. With respect to any such currently pending matters, we believe that we have adequate legal defenses and/or, when possible and appropriate, have provided adequate accruals related to those matters such that the ultimate outcome will not have a material adverse effect on our future financial position or results of operations.

Item 1A.  Risk Factors

For risk factors, see Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2018.2019. During the six months ended June 30, 2020, we modified the following risk factor:

Health epidemics could disrupt our business and adversely affect our financial results.

Our customer engagement centers typically seat hundreds of employees in one location. Accordingly, an outbreak of a contagious infection, such as COVID-19, in one or more of the markets in which we do business may result in significant worker absenteeism, lower asset utilization rates, voluntary or mandatory closure of our offices and delivery centers, travel restrictions on our employees, and other disruptions to our business. As disclosed elsewhere, as a result of the COVID-19 pandemic, certain of our customer engagement centers have been impacted by local government actions restricting facility access or are operating at lower capacity utilization levels. Certain of our agents lack the technical infrastructure to work from home. As a result, our operations in the Philippines, El Salvador and Mexico have been most impacted by the governmental restrictions. The global nature of the ongoing COVID-19 pandemic has significantly impacted the global economy. If the pandemic is prolonged, it could severely disrupt our business operations and have a material adverse effect on our business, financial condition and results of operations. In particular, the impacts may include reduced demand for our services as a result of economic recession, inability to reduce costs while volumes are temporarily reduced, and delayed payments from clients.  As disclosed elsewhere, Symphony’s on-site consulting model has been negatively impacted by travel and shelter-in-place restrictions imposed by governments and businesses to reduce the spread of COVID-19.  There is significant uncertainty regarding the length of time these restrictions will remain in place.  An impairment charge may arise in the future if Symphony’s operations experience a prolonged delay in the resumption of its operations or a significant shift in client demand results from the economic downturn.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

Below is a summary of stock repurchases for the three months ended June 30, 20192020 (in thousands, except average price per share). See Note 12,11, Earnings Per Share, ofin the accompanying “Notes to Condensed Consolidated Financial Statements” for information regarding our stock repurchase program.

 

Period

 

Total

Number of

Shares

Purchased

 

 

Average

Price

Paid Per

Share

 

 

Total Number of

Shares Purchased

as Part of Publicly

Announced Plans

or Programs

 

 

Maximum Number

of Shares That May

Yet Be Purchased

Under Plans or

Programs (1)

 

April 1, 2019 - April 30, 2019

 

 

 

 

$

 

 

 

 

 

 

4,748

 

May 1, 2019 - May 31, 2019

 

 

265

 

 

$

25.46

 

 

 

265

 

 

 

4,483

 

June 1, 2019 - June 30, 2019

 

 

506

 

 

$

26.50

 

 

 

506

 

 

 

3,977

 

Total

 

 

771

 

 

 

 

 

 

 

771

 

 

 

3,977

 

Period

 

Total

Number of

Shares

Purchased

 

 

Average

Price

Paid Per

Share

 

 

Total Number of

Shares Purchased

as Part of Publicly

Announced Plans

or Programs

 

 

Maximum Number

of Shares That May

Yet Be Purchased

Under Plans or

Programs (1)

 

April 1, 2020 - April 30, 2020

 

 

 

 

$

 

 

 

 

 

 

2,748

 

May 1, 2020 - May 31, 2020

 

 

472

 

 

$

25.90

 

 

 

472

 

 

 

2,276

 

June 1, 2020 - June 30, 2020

 

 

28

 

 

$

27.81

 

 

 

28

 

 

 

2,248

 

Total

 

 

500

 

 

 

 

 

 

 

500

 

 

 

2,248

 

 

(1) The total number of shares approved for repurchase under the 2011 Share Repurchase Program dated August 18, 2011, as amended on March 16, 2016, is 10.0 million. The 2011 Share Repurchase Program has no expiration date.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Mine Safety Disclosures

Not Applicable.


Item 5.  Other Information

None.


Item 6.  Exhibits

 

The following documents are filed as an exhibit to this Report:

 

No.

 

Description

 

 

 

10.1#10.1

 

Sykes Enterprises, Incorporated 2019 Equity Incentive Plan. (Incorporated herein by reference from Appendix A to the Proxy Statement filed on April 19, 2019.)Form of Restricted Stock Unit Award Agreement dated May 13, 2020.

 

 

 

15*15

 

Awareness letter.

 

 

 

31.1*31.1

 

Certification of Chief Executive Officer, pursuant to Rule 13a-14(a).

 

 

 

31.2*31.2

 

Certification of Chief Finance Officer, pursuant to Rule 13a-14(a).

 

 

 

32.1**

 

Certification of Chief Executive Officer, pursuant to 18 U.S.C. §1350.

 

 

 

32.2**

 

Certification of Chief Finance Officer, pursuant to 18 U.S.C. §1350.

 

 

 

101.INS*+101.INS+

 

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

 

 

 

101.SCH*+101.SCH+

 

Inline XBRL Taxonomy Extension Schema Document

 

 

 

101.CAL*+101.CAL+

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

101.LAB*+101.LAB+

 

Inline XBRL Taxonomy Extension Label Linkbase Document

 

 

 

101.PRE*+101.PRE+

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

101.DEF*+101.DEF+

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

#104+

 

Indicates management contract or compensatory plan or agreement.The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, formatted in Inline XBRL (included in Exhibit 101)

*

 

Filed herewith as an Exhibit.

**

 

Furnished herewith as an Exhibit.

+

 

Submitted electronically with this Quarterly Report.

 


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

SYKES ENTERPRISES, INCORPORATED

 

(Registrant)

 

 

Date: August 24, 20192020

By:

/s/ John Chapman

 

John Chapman

 

Chief Finance Officer

 

(Principal Financial and Accounting Officer)

 

5443