Sykes Enterprises, Incorporated (“SYKES” or “the Company”) is a leading provider of multi-channel
demand generation and global customer engagement services. The Company provides differentiated
full lifecycle customer-engagement solutions and services to Global 2000 companies and their end
customers primarily in the technology, financial services, healthcare, communications, transportation
& leisure and other industries. SYKES’ differentiated full lifecycle management services platform
effectively engage customers at every touchpoint within the customer journey, including digital
marketing and acquisition, sales expertise, customer service, technical support and retention. The
Company serves its clients through two geographic operating regions: the Americas (United States,
Canada, Latin America, South Asia and Asia Pacific) and EMEA (Europe, the Middle East and Africa).
Its 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 its clients’ customers. These services are delivered through multiple communication channels
including phone, email, social media, text messaging, chat and digital self-service. The Company
also provides various enterprise support services in the United States that include services for
our clients’ internal support operations, from technical staffing services to outsourced corporate
help desk services. In Europe, the Company provides fulfillment services, which includes order
processing, payment processing, inventory control, product delivery and product returns handling.
Its complete service offering helps its clients acquire, retain and increase the lifetime value of their
customer relationships. The Company has developed an extensive global reach with customer
engagement centers across six continents, including North America, South America, Europe, Asia,
Australia and Africa. It delivers cost-effective solutions that generate demand, enhance the customer
service experience, promote stronger brand loyalty, and bring about high levels of performance and
profitability. For additional information please visit www.sykes.com.
CORPORATE HEADQUARTERS
400 North Ashley Drive, Suite 2800, Tampa, FL USA 33602 • phone: (813) 274-1000 • fax: (813) 273-0148 • www.sykes.com
INDEPENDENT AUDITORS
Deloitte & Touche LLP • 201 N. Franklin St., Suite 3600, Tampa, FL USA 33602
REGISTRAR AND TRANSFER AGENT
Computershare • P.O. Box 43078, Providence, RI 02940-3078 • (800) 962-4284
SYKES’ shares trade on The NasdaqGS Stock Market under the symbol “SYKE”
ANNUAL MEETING
SYKES’ annual meeting of shareholders will be held at 8:00 a.m. (EDT) • Tuesday, May 22, 2018
The meeting will be held at: Florida Museum of Photographic Arts, 400 N. Ashley Drive, Cube 200, Tampa, FL 33602
INVESTOR INFORMATION
Quarterly Reports on Form 10-Q and the Form 10-K Annual Report filed with the Securities and Exchange Commission
are available on the Company’s website at: http://investor.sykes.com or upon written request to SYKES’ Investor Relations
department in Tampa, Florida, or by contacting:
Subhaash Kumar • Global Vice President, Finance and Investor Relations • phone: (813) 274-1000
BOARD OF DIRECTORSPRINCIPAL OFFICERSJAMES S. MACLEOD Chairman of the Board Executive Chairman CoastalSouth Bancshares, Inc.CARLOS E. EVANS Director Board Affiliations: Goldman Sachs Middle Market BDC Highwoods (HIW New York Stock Exchange) Johnson Management Warren Oil Company American Welding and Gas National Coatings and SuppliesVANESSA C.L. CHANG Director Director, Edison International Director, Transocean Ltd. Director, American Funds Family and other funds advised by Capital GroupPAUL L. WHITING Director President Seabreeze Holdings, Inc. Chief Executive Officer (retired) Spalding & Evenflo Companies, Inc.LORRAINE LEIGH LUTTON Director Chief Executive Officer Roper St. Francis HealthcareLT. GEN. MICHAEL P. DELONG (retired) Director President and CEO Gulf to Gulf Consultants International LLC Consultant The Boeing Company for The Middle East and AfricaWILLIAM J. MEURER Director Private Financial Consultant Director of Eagle Family of Funds Managing Partner (retired) for Arthur Andersen’s Central Florida OperationsWILLIAM D. MUIR, JR. DirectorCHARLES E. SYKES Director (Principal Executive Officer) President and Chief Executive Officer Sykes Enterprises, IncorporatedCHARLES E. SYKES President and Chief Executive OfficerJOHN CHAPMAN Executive Vice President and Chief Financial OfficerJAMES D. FARNSWORTH Executive Vice President and General ManagerJAMES T. HOLDER Executive Vice President, General Counsel and Corporate Secretary KELLY MORGAN Executive Vice President and Chief Strategy Officer JENNA R. NELSON Executive Vice President, Human ResourcesDAVID L. PEARSON Executive Vice President and Chief Information OfficerLAWRENCE R. ZINGALE Executive Vice President and General Manager DEAR SHAREHOLDERS,
2017 was a landmark year for SYKES as we celebrated our 40th
anniversary. This milestone is worth a moment of reflection and
appreciation, considering that only one-third of all companies make
it past their 10th year in business. To put this further into perspective,
there is only a 0.00006% chance of building a company that will grow
to be worth more than a billion dollars. Just as telling, of the initial public
offering (IPO) class of 1996 – which numbered 872 companies, including
SYKES, and was the biggest IPO cohort to date ending December 2016
– only 11% of the companies were still in business as of that time.* Above
all, what’s most important is how we have defied the odds by bucking
convention through innovation, adaptation and a pioneering spirit.
To put a finer point on that, in the ’90s, for instance, we led with a lower-
cost rural delivery model to support our technology clients at a time
when most delivery models in the U.S. gravitated toward metropolitan
areas. We were pioneers in offshoring to the Philippines – now
recognized as a premier workforce hub – when most of the industry
was hastily moving to India to capitalize on the globalization trend.
We are the only player in the space that has a highly scalable best-of-
breed at-home agent platform. And we are the only pure-play customer
CHARLES E. SYKES
President and CEO
JOHN CHAPMAN
Executive VP and CFO
engagement provider in the industry with the distinction of offering a unique digital marketing and
Above all, what’s most important
is how we have defied the odds by
bucking convention
through innovation, adaptation
and a pioneering spirit
demand-generation platform in Clearlink. That’s not
to say the path to success has been linear for us. We
have seen our share of challenges, navigating sudden
shifts and seismic changes in our industry driven
by forces that were cyclical (such as the 2001 and
2008 recessions), secular (such as globalization and
automation) and structural (such as changing labor
demographics). But when we have been tested – as is currently the case around constrained labor
markets, some wage inflation and demand pressures – we have persevered.
In this letter, we will provide an overview of our 2017 operating results and discuss the factors that
weighed on our performance. We will outline our strategy for corrective action and clarify why we
believe SYKES remains in a strong position to deliver long-term value to shareholders. We will also
discuss trends in the industry that are coming into view and our positioning relative to those trends.
Finally, we will highlight our agenda for 2018.
SYKES ANNUAL REPORT 2017 | 1 2017 OPERATING RESULTS DON’T ALTER FUTURE FINANCIAL TRAJECTORY
Financially and operationally, our performance in 2017 was a little mixed. Revenue growth was 8.6%,
while non-GAAP constant currency revenue growth was 8.9%**. Operating margins saw some erosion
at 5.5% (or 7.4%*** on a non-GAAP basis) versus 6.3%
(or 7.9%**** on a non-GAAP basis) last year, tempered
by client dynamics and market pressures. Still, we
did achieve non-GAAP earnings power of $2.00
per share, or $0.76 on a GAAP basis, which was
SYKES started the year very strong,
posting first quarter results that were
the best in almost a decade.
distorted by the one-time impact from the Tax Cuts and Jobs Act of 2017. Admittedly, 2017 unfolded
much differently from our plan, and it is important to understand the operational factors that shaped
these numbers.
SYKES started the year very strong, posting first quarter results that were the best in almost a decade.
Demand-wise, we saw strength across the financial services, technology, transportation and other
verticals. Specifically, business lines around fraud, credit cards, retail banking, leisure travel, retail
and complex network support provided a nice tailwind for growth. With strong demand, we delivered
operating margins in the first quarter not seen since 2009. As the year continued, however, we
encountered some stiff cross-currents.
The communications vertical, which is our largest at 33% of revenues, remained under pressure – a
scenario that was further compounded by a new communication client’s downward revision to its
growth forecast around the midyear mark. This particular client was significant in terms of its impact.
Launched in 2016, the client experienced hyper-growth and soared to top-5 by
revenues for us within a year. The demand driver for this client was related
to network integration challenges associated with certain acquisitions
it had closed. In fact, this specific client had forecasted strong
demand even into 2017. Drawing upon experience in the industry,
2 | SYKES ANNUAL REPORT 2017 we did not expect the hyper-growth phase of opportunity with this client
to be sustainable, as these issues would be resolved over time. We
did, however, expect a stable glide path based on the client’s internal
forecast. Instead, that path had a steep drop as the network issues,
which gave rise to the strong demand, began to be resolved more
quickly than the client had anticipated.
In the meantime, tightening U.S. labor market and domestic wage
inflation remained pressing matters in 2017. As discussed in our 2016
Annual Report, SYKES added roughly 5,300 seats companywide – the
most in almost a decade – due to higher demand. Of those additions in
2016, roughly a third were in the U.S. spread across several states and
sites. This expansion came amid a further tightening labor market, which
went from 4.9% unemployment when we embarked on the additions in 2016, to 4.3% in the second
quarter of 2017 (close to levels not seen since 1999), when we revised our full-year 2017 forecast
in part due to wage and labor dynamics. Although we have made some inroads in resolving these
issues, progress has been somewhat slow and uneven for two key reasons. First, all labor markets,
by their very nature, are local. That is, each geographic market in the U.S. where we have a site has
its own commercial dynamics in terms of access to labor, demographics, subsidies, labor competition,
unemployment levels and wage structures. Second, each industry, line of business and delivery channel
has its own unique labor attributes. As such, momentum has varied by site. That said, we continue to
work a corrective plan that should begin to yield results in 2018. This includes either shifting work to at-
home or underutilized sites or to international locations while adjusting pricing and wages.
Despite challenges in 2017, there were some silver linings. For instance, we implicitly garnered industry
validation and recognition in an unexpected way when an existing Global 2000 communications
client invited us to bid on the sale of certain of its non-core customer engagement assets. We were
asked to pursue the opportunity because of our solid track record with the existing client, the seller of
Given our solid track record of
performance for these end clients,
we were able to acquire these
customer engagement assets.
these assets, and at the request of the end clients
serviced by these assets. These end clients, for the
most part, are in the financial services industry and
generated roughly $80 million in revenues in 2016.
Given our solid track record of performance for these
end clients, we were able to acquire these customer engagement assets, including the accompanying
management talent, seat capacity and revenue stream, for $7.5 million.
All in all, while 2017 did not come together in the way we initially projected, there is significant
opportunity for improvement with our corrective action plan. As such, we remain committed to our
long-term revenue growth and operating margin targets of 4% to 6% and 8% to 10%, respectively.
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SYKES ANNUAL REPORT 2017 | 3 CAPITALIZING ON INDUSTRY TRENDS THROUGH INVESTMENTS
THAT ALSO ENHANCE OPERATIONAL FOUNDATION
Over the past couple of years, we have discussed trends in our industry that are being shaped by
the flux in our clients’ marketplace. This marketplace is being buffeted by shifting consumer tastes,
demand fragmentation, increased price and on-line competition and lower switching costs, all of which
are eroding market value of high-profile brands, industries and business models. Amid this backdrop,
our clients are placing a premium on winning customers, reducing costs and sustaining brand
loyalty. Vendor consolidation – which is being used by clients as a way to streamline their customer
engagement vendor supply chain in order to drive cost efficiencies and performance consistency –
as well as digital marketing and sales are both powerful in their impact and remain in place. In fact,
a portion of our growth is the result of vendor consolidation. In terms of digital marketing, customer
acquisition and inbound sales, which we view as a unique focus and a strategic advantage, we also
continue to see significant opportunities.
To that end, we further strengthened our inbound sales capabilities in 2017 with compelling strategic
investments that intersect sales with artificial intelligence (AI) – namely, a $10 million equity investment
in XSELL Technologies, Inc. (XSELL). Given the
increasing complexity of customer engagement
transactions, coupled with the trend toward
embedding sales in those transactions, our
strategic investment in the XSELL platform
We further strengthened our inbound
sales capabilities in 2017 with compelling
strategic investments that intersect sales
with artificial intelligence
leverages machine learning and AI algorithms to enhance the agent work experience. This results in
greater personalization of engagements, leading to higher sales throughput from agents and higher
value per transaction for our clients. This platform can potentially be leveraged across our client
portfolio, including diverse markets and global delivery. The investment in XSELL also allows us to
further capitalize on the acquisition of Clearlink, which is a leader in
digital marketing and sales.
Our investments are not limited solely to externally facing platforms;
we are also employing AI to improve the internal operational value
chain and strengthen our core business. Our internally developed
OneSYKES customer engagement delivery platform is just one of
many next-generation developments with the potential to drive
continuous improvement across our operations. Specifically,
OneSYKES optimizes our human capital processes and costs –
especially given current labor-wage dynamics – through AI and
rich datasets. We are also conducting pilots around chatbots
(software applications that mimic written or spoken human speech
4 | SYKES ANNUAL REPORT 2017 in conversations), co-bots (human in the loop) and robotic process automation (which can automate certain repetitive manual processes) to enhance the agent experience, optimize agent performance and generate greater end-customer satisfaction. In short, the investments we are making can help us further strengthen our differentiation in the marketplace by helping lead our clients in better adapting to the disruption in their marketplace. By optimizing our business and driving greater outcomes for our clients, we’re confident that SYKES will continue to capitalize on these and other trends in our industry. 2018 ACTION PLAN KEEPS FOCUS ON OPERATIONAL IMPROVEMENTSAs we mark our 40-year milestone, we have much to be proud of. We have come a long way, both in terms of our areas of expertise and our roster of accomplishments. What began as a small engineering staffing business in 1977 evolved through a combination of organic and in-organic drivers into a leading provider of multi-channel demand generation and global customer engagement services. Yet we understand that past success is not necessarily a reliable predictor of future promise in a fast-changing world – and we refuse to take our position as an industry leader for granted. We have a lot of work ahead of us – virtually all of our action plans are geared toward the U.S., which has been the main drag on our consolidated performance – as we move toward our goal of 8% to 10% non-GAAP operating margins, and we are up to the task. We are tackling challenges around rising labor costs and elevated attrition level, which pinched our margins in 2017. While we are disappointed we didn’t make as much headway as anticipated, we believe we are well positioned to move forward in the months ahead. In fact, we have made strong in-roads in getting some price increases to mitigate the impact of increased wages and attrition. Next, we aim to raise our capacity utilization. As part of that effort, we plan to rationalize excess capacity by shifting work to either our at-home agent platform or other local and international geographies where possible. At the same time, we continue to better align our cost structure while growing our revenue base to reach utilization levels topping 80%. Finally, we plan to leverage our financial strength to invest in and fortify our core business, just as we’ve done with Clearlink, XSELL and OneSYKES. Recently signed tax legislation should provide additional flexibility on how we invest and allocate our capital – although we will continue to exercise financial prudence with regard to capital allocation. This was aptly demonstrated in our approach to XSELL, which took the form of a strategic investment as opposed to an outright acquisition given the high valuations surrounding the hundreds of players operating in this emerging and uncertain AI landscape.SYKES ANNUAL REPORT 2017 | 5 As we close this letter, we’d like to emphasize that SYKES remains well positioned
in the marketplace. We believe that our expanded domain expertise in digital
marketing, customer acquisition and sales – empowering clients to quantify
a return on investment through sales conversion and drive toward
tangible strategic objectives – is a significant differentiator in the
marketplace. With our strong global customer engagement services
platform, along with proven expertise in driving multi-channel inbound
customer acquisition and sales for our clients, we are able to provide full
customer life cycle services to companies looking to stay a step ahead
of disruption in their industries and end markets. We’re confident that we can turn this differentiation
into a sustained competitive advantage, which, in the long run, should not only accelerate our revenue
growth, but drive higher margins.
As always, we would like to thank you – our shareholders, clients, employees and board members. Your
enduring trust and support makes it possible for SYKES to help people, one caring interaction at a time.
CHARLES E. SYKES
President and Chief Executive Office
JOHN CHAPMAN
Executive Vice President and Chief Financial Officer
*According to a preliminary study done by Dr. Theresa M. Welbourne, who is a Will and Maggie Brooke Professor of Entrepreneurship
and Executive Director at The University of Alabama Culverhouse College of Commerce. This study was supported by the Ewing
Marion Kauffman Foundation.
**2017 revenue growth was 8.6%. 2017 non-GAAP revenue growth was 8.9%, which includes the add-back of 0.3% related to
foreign exchange fluctuations that are calculated on a constant currency basis by translating the current period reported amounts
using the prior period foreign exchange rate for each underlying currency.
***2017 GAAP operating margin was 5.5% compared to a non-GAAP operating margin of 7.4%, which includes 1.5% in adjustments
associated with the add-back of acquisition-related depreciation & amortization of property & equipment and intangible write-ups,
0.4% primarily related to add- According back of impairment charges related to capacity rationalization and 0.1% add-back related
to merger and integration costs, which was partially offset by a reversal of a gain on contingent consideration of 0.1%.
****2016 GAAP operating margin was 6.3% compared to a non-GAAP operating margin of 7.9%, which includes 1.5% in adjustments
associated with the add-back of acquisition-related depreciation & amortization of property & equipment and intangible write-ups,
0.3% add-back related to merger and integration costs, both of which were partially offset by a reversal of a gain on contingent
consideration of 0.2%.
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6 | SYKES ANNUAL REPORT 2017
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934
For the fiscal year ended December 31, 2017
Or
[ ] Transition Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934
For The Transition Period From To
Commission File Number 0-28274
Sykes Enterprises, Incorporated
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of
incorporation or organization)
400 N. Ashley Drive, Suite 2800, Tampa, Florida
(Address of principal executive offices)
56-1383460
(IRS Employer
Identification No.)
33602
(Zip Code)
(813) 274-1000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock $.01 Par Value
Name of each exchange on which registered
NASDAQ Stock Market, LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]
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 (Check one):
Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company)
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
The aggregate market value of the shares of voting common stock held by non-affiliates of the Registrant computed by reference to the
closing sales price of such shares on the NASDAQ Global Select Market on June 30, 2017, the last business day of the Registrant’s most
recently completed second fiscal quarter, was $1,386,511,134.
As of February 6, 2018, there were 42,898,831 outstanding shares of common stock.
DOCUMENTS INCORPORATED BY REFERENCE:
Documents ........................................................................................................
Portions of the Proxy Statement for the year 2018
Annual Meeting of Shareholders .......................................................................
Form 10-K Reference
Part III Items 10–14
TABLE OF CONTENTS
PART I
Item 1
Item 1A
Item 1B
Item 2
Item 3
Item 4
PART II
Item 5
Item 6
Item 7
Item 7A
Item 8
Item 9
Item 9A
Item 9B
PART III
Item 10
Item 11
Item 12
Item 13
Item 14
PART IV
Item 15
Item 16
Business ...........................................................................................................................................
Risk Factors ......................................................................................................................................
Unresolved Staff Comments ............................................................................................................
Properties .........................................................................................................................................
Legal Proceedings ............................................................................................................................
Mine Safety Disclosures...................................................................................................................
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of
Equity Securities .........................................................................................................................
Selected Financial Data ....................................................................................................................
Management’s Discussion and Analysis of Financial Condition and Results of Operations ...........
Quantitative and Qualitative Disclosures About Market Risk .........................................................
Financial Statements and Supplementary Data ................................................................................
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ...........
Controls and Procedures ..................................................................................................................
Other Information .............................................................................................................................
Directors, Executive Officers and Corporate Governance ...............................................................
Executive Compensation ..................................................................................................................
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters .........................................................................................................................................
Certain Relationships and Related Transactions, and Director Independence .................................
Principal Accountant Fees and Services ..........................................................................................
Exhibits and Financial Statement Schedules ....................................................................................
Form 10-K Summary .......................................................................................................................
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2
Item 1. Business
General
PART I
Sykes Enterprises, Incorporated and consolidated subsidiaries (“SYKES,” “our,” “us” or “we”) is a leading provider
of multichannel demand generation and global customer engagement services. SYKES provides differentiated full
lifecycle customer engagement solutions and services to Global 2000 companies and their end customers primarily
in the communications, financial services, technology, transportation and leisure, healthcare, retail 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. 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 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 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. (See Note 25,
Segments and Geographic Information, of the accompanying “Notes to Consolidated Financial Statements” for
further information on our segments.) 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.
SYKES was founded in 1977 in North Carolina and we moved our headquarters to Florida in 1993. In March 1996,
we changed our state of incorporation from North Carolina to Florida. Our headquarters are located at 400 North
Ashley Drive, Suite 2800, Tampa, Florida 33602, and our telephone number is (813) 274-1000.
Recent Developments
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 reduces the United
States (“U.S.”) corporate income tax rate from 35% to 21%, effective in 2018. The 2017 Tax Reform Act moves
from a worldwide business taxation approach to a participation exemption regime. The 2017 Tax Reform Act also
imposes 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 2017 Tax Reform Act will have an impact on our
consolidated financial results beginning with the fourth quarter of 2017, the period of enactment.
Acquisitions
In May 2017, we completed the acquisition of certain assets of a Global 2000 telecommunications service provider
(the “Telecommunications Asset acquisition”), pursuant to an asset purchase agreement, dated April 24, 2017. We
have reflected the Telecommunications Asset acquisition’s operating results in the accompanying Consolidated
Statement of Operations since May 31, 2017.
In April 2016, we completed the acquisition of Clear Link Holdings, LLC (“Clearlink”), pursuant to a definitive
agreement and plan of merger, dated March 6, 2016. We have reflected Clearlink’s operating results in the
accompanying Consolidated Statements of Operations since April 1, 2016.
In July 2015, we completed the acquisition of Qelp B.V. and its subsidiary (together, known as “Qelp”), pursuant to
definitive share sale and purchase agreement, dated July 2, 2015. We have reflected Qelp’s operating results in the
accompanying Consolidated Statements of Operations since July 2, 2015.
3
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and
amendments to those reports, as well as our proxy statements and other materials which are filed with, or furnished
to, the Securities and Exchange Commission (“SEC”) are made available, free of charge, on or through our Internet
website at www.sykes.com (click on “Company” then “Investor Relations” and then “SEC Filings”) as soon as
reasonably practicable after they are filed with, or furnished to, the SEC.
Industry Overview
The customer engagement solutions and services industry – which includes services such as digital marketing and
demand generation, customer acquisition, customer support and customer retention – is highly fragmented and
significant in size. According to Ovum, an industry research firm, the total number of individuals, or agent positions,
working in the customer engagement services industry worldwide was estimated at roughly 9.5 million in 2017.
With approximately 81% of the customer engagement work done by in-house engagement centers, the number of
agent positions working for outsourcers, such as SYKES, was estimated at 1.8 million in 2017. The outsourced and
total agent positions are forecasted by Ovum to grow at a rate of 1.0% and 1.0%, respectively, from 2017 to 2018. It
is estimated that no single outsourcer has more than five percent of the total agent positions worldwide. Measured in
dollar terms, the size of the outsourced portion of the customer engagement solutions and services industry
worldwide was estimated at approximately $82 billion in 2017, according to Everest Group, an industry research
firm. Everest Group also estimates that the outsourced portion of the customer engagement solutions and services
industry is expected to grow to approximately $85 billion by 2018, a growth rate of 4.0% from 2017 to 2018. The
2017-2018 growth data measured in dollar terms is extrapolated from Everest Group’s estimated compound growth
projection of 4.0% for the industry from 2017 to 2020.
We believe that growth for broader outsourced customer engagement solutions and services will be fueled by the
trend of Global 2000 companies and medium-sized businesses utilizing outsourcers. In today’s marketplace,
companies increasingly are seeking a comprehensive suite of innovative full lifecycle customer engagement
management solutions and services that allow them to acquire customers, enhance the end user’s experience with
their products and services, strengthen and enhance their company brands, maximize the lifetime value of their
customers through retention and up-sell and cross-sell, efficiently and effectively deliver human interactions when
and where customers value it most, and deploy best-in-class customer management strategies, processes and
technologies. However, a myriad of factors, among them intense global competition, pricing pressures, softness in
the global economy and rapid changes in technology, continue to make it difficult for companies to cost-effectively
maintain the in-house personnel necessary to handle all of their customer engagement needs.
To address these needs, we offer multichannel demand generation and comprehensive global customer engagement
solutions and services that leverage brick-and-mortar and at-home agent delivery infrastructure as well as digital
self-service capabilities. We provide consistent high-value support for our clients’ customers across the globe in a
multitude of languages, leveraging our dynamic, secure communications infrastructure and our global footprint that
reaches across 21 countries. This global footprint includes established brick-and-mortar operations in both onshore
and offshore geographies where companies have access to high-quality customer engagement solutions at lower
costs compared to other markets. We further complement our brick-and-mortar global delivery model with a highly
differentiated and ready-made best-in-class at-home agent delivery model. In addition, we provide digital self-
service customer support that differentiates our go-to-market strategy as it expands options for companies to best
service their customers in their channel of choice to deliver an “effortless customer experience.” By working in
partnership with outsourcers, companies can ensure that the crucial task of acquiring, growing and retaining their
customer base is addressed while creating operating flexibility, enabling focus on their core competencies, ensuring
service excellence and execution, achieving cost savings through a variable cost structure, leveraging scale, entering
niche markets speedily, and efficiently allocating capital within their organizations.
Business Strategy
Broadly speaking, our value proposition to our clients is that of a trusted partner, which provides a comprehensive
suite of differentiated full lifecycle multichannel demand generation and global customer engagement solutions and
services to Global 2000 companies that drive customer acquisition, differentiation, brand loyalty and increased
lifetime value of end customer relationships. By outsourcing their customer acquisition and service solutions to us,
clients are able to achieve designs of exceptional customer experience and drive tangible business impact with
greater operational flexibility, enhanced revenues, lower operating costs and faster speed to market, all of which are
at the center of our value proposition. At a tactical level, we deliver on this value proposition through consistent
delivery of operational and client excellence. Our business strategy is to leverage this value proposition in order to
4
capitalize on and increase our share of the large and underpenetrated addressable market opportunity for customer
engagement solutions and services worldwide. We believe through successful execution of our business strategy, we
could generate a healthy level of revenue growth and drive targeted long-term operating margins. To deliver on our
long-term growth potential and operating margin objectives, we need to manage the key levers of our business
strategy, the principles of which include the following:
Build Long-Term Client Relationships Through Customer Service Excellence. We believe that providing high-
value, high-quality service is critical in our clients’ decisions to outsource and in building long-term relationships
with our clients. To ensure service excellence and consistency across each of our centers globally, we leverage a
portfolio of techniques, including SYKES Science of Service®. This standard is a compilation of more than 30 years
of experience and best practices. Every customer engagement center strives to meet or exceed the standard, which
addresses leadership, hiring and training, performance management down to the agent level, forecasting and
scheduling, and the client relationship including continuous improvement, disaster recovery plans and feedback.
Increasing Share of Seats Within Existing Clients and Winning New Clients. We provide customer engagement
solutions and services to Global 2000 companies. With this large target market, we have the opportunity to grow our
client base. We strive to achieve this by winning a greater share of our clients’ in-house seats as well as gaining
share from our competitors by providing consistently high-quality service as clients continue to consolidate their
vendor base. In addition, as we further integrate the recently-acquired digital marketing, demand generation and
customer acquisition or sales conversion capabilities of Clearlink and leverage it across our brick-and-mortar and at-
home agent delivery platforms both domestically and internationally within our vertical markets mix, we plan to win
new clients as a way to broaden our base of growth.
Diversifying Verticals and Expanding Service Lines. To mitigate the impact of any negative economic and product
cycles on our growth rate, we continue to seek ways to diversify into verticals and service lines that have
countercyclical
for
growth: communications, financial services, technology/consumer, healthcare, transportation and leisure, and other,
which includes retail. These verticals cover various business lines, including wireless services, broadband, media,
retail banking, peer-to-peer lending, credit card/consumer fraud protection, gaming, consumer and high-end
enterprise tech support, telemedicine and soft and hard goods online and through brick and mortar retailers.
features and healthy growth
following verticals
rates. We are
targeting
the
Maximizing Capacity Utilization Rates and Strategically Adding Seat Capacity. Revenues and profitability growth
are driven by increasing the capacity utilization rate in conjunction with seat capacity additions. We plan to sustain
our focus on increasing the capacity utilization rate by further penetrating existing clients, adding new clients and
rationalizing underutilized seat capacity as deemed necessary. With greater operating flexibility resulting from our
at-home agent delivery model, we believe we can rationalize underutilized capacity more efficiently and drive
capacity utilization rates.
Broadening At-Home Agent and Brick-and-Mortar Global Delivery Footprint. Just as increased capacity
utilization rates and increased seat capacity are key drivers of our revenues and profitability growth, where we
deploy both the seat capacity and the at-home agent delivery platform geographically is also important. By
broadening and continuously strengthening our brick-and-mortar global delivery footprint and our at-home agent
delivery platform, we believe we are able to meet both our existing and new clients’ customer engagement needs
globally as they enter new markets. At the end of 2017, our global delivery brick-and-mortar footprint spanned 21
countries while our at-home agent delivery platform was recently launched in EMEA, building on our existing
presence in 40 states and ten provinces within the U.S. and Canada, respectively.
Creating Value-Added Service Enhancements. To improve both revenue and margin expansion, we intend to
continue to introduce new service offerings and add-on enhancements. Digital marketing and demand generation,
multilingual customer support, digital self-service support and back office services are examples of horizontal
service offerings, while data analytics and process improvement products are examples of add-on enhancements.
Additionally, with the proliferation of on-line communities, such as Facebook and Twitter, we continue to make on-
going investments in our social media service offerings, which can be leveraged across both our brick-and-mortar
and at-home agent delivery platforms.
Continuing to Focus on Expanding the Addressable Market Opportunities. As part of our growth strategy, we
continually seek to expand the number of markets we serve. The United States, Canada and Germany, for instance,
are markets which are served by in-country centers, centers in offshore regions or a combination thereof. We
continually seek ways to broaden the addressable market for our customer engagement services. We currently
operate in 14 markets.
5
Continue to Grow Our Business Organically, through Strategic Investments and Partnerships, and through
Acquisitions. We have grown our customer engagement solutions and services utilizing a combination of internal
organic growth, strategic investments and partnerships, and external acquisitions. Our organic growth, partnership
and acquisition strategies are to target markets, clients, verticals, delivery geographies and service mix that will
expand our addressable market opportunity, and thus drive our organic growth. Entry into The Philippines, El
Salvador, Romania and Colombia are examples of how we leveraged these delivery geographies to further penetrate
our base of both existing and new clients, verticals and service mix in order to drive organic growth. While the
Alpine Access, Inc. (“Alpine”), Qelp and Clearlink acquisitions are examples of how we used acquisitions to
augment our service offerings and differentiate our delivery model, the ICT Group, Inc. (“ICT”) acquisition is an
example of how we used an acquisition to gain overall size and critical mass in key verticals, clients and
geographies. In 2017, we also made a strategic investment of $10.0 million in XSell Technologies, Inc. (“XSell”)
for 32.8% of XSell’s preferred stock. XSell optimizes the sales performance capabilities of a broader base of agents
as compared to what has historically been an extremely narrow base by leveraging machine learning and artificial
intelligence algorithms. As customer contact programs increasingly incorporate up-selling and cross-selling, and
measures based on sales conversion, XSell’s targeted offering can be leveraged across both chat and voice channels,
across traditional customer contact management opportunities, and the Clearlink platform to enhance sales
performance and conversion on behalf of our clients.
Services
We specialize in providing differentiated full lifecycle customer engagement solutions and services to Global 2000
companies and their end customers at key touchpoints a global basis. These services include digital marketing,
demand generation, customer acquisition, customer support, technical support, up-sell/cross-sell and retention. Our
comprehensive customer engagement solutions and services are provided through two reportable segments — the
Americas and EMEA. The Americas region, representing 83.6% of consolidated revenues in 2017, includes the
United States, Canada, Latin America, Australia and the Asia Pacific Rim. The sites within Latin America and the
Asia Pacific Rim are included in the Americas region as they provide a significant service delivery vehicle for U.S.-
based companies that are utilizing our customer engagement solutions and services in these locations to support their
customer care needs. In addition, the Americas region also includes revenues from our at-home agent delivery
solution, which serves markets in both the U.S. and Canada. The EMEA region, representing 16.4% of consolidated
revenues in 2017, includes Europe, the Middle East and Africa. See Note 25, Segments and Geographic Information,
of the accompanying “Notes to Consolidated Financial Statements” for further information on our segments. The
following is a description of our customer engagement solutions and services:
Outsourced Customer Engagement Solutions and Services. Our outsourced customer engagement solutions and
services represented approximately 99.4% of total 2017 consolidated revenues. Each year, we handle over 250
million customer engagements including phone, e-mail, social media, text messaging, chat and digital self-service
support throughout the Americas and EMEA regions. We provide these services utilizing our advanced technology
infrastructure, human resource management skills and industry experience. These services include:
• Customer care — Customer care contacts primarily include handling billing inquiries and claims, activating
customer accounts, resolving complaints, cross-selling/up-selling, prequalifying and warranty management,
providing health information and dispatching roadside assistance;
• Technical support — Technical support contacts primarily include support around complex networks,
hardware and software, communications equipment, Internet access technology and Internet portal usage;
and
• Customer acquisition — Our customer acquisition services are focused around digital marketing,
multichannel demand generation, in-bound up-selling and sales conversion, as well as some outbound
selling of our clients’ products and services.
We provide these services, primarily inbound customer calls, in many languages through our extensive global
network of customer engagement centers. In addition, we augment those in-bound calls with the option of digital
self-service customer support. Our technology infrastructure and managed service solutions allow for effective
distribution of calls to one or more centers. These technology offerings provide our clients and us with the leading
edge tools needed to maximize quality and customer satisfaction while controlling and minimizing costs.
Fulfillment Services. In Europe, we offer fulfillment services that are integrated with our customer care and
technical support services. Our fulfillment solutions include order processing via the Internet and phone, inventory
control, product delivery and product returns handling.
6
Enterprise Support Services. In the United States, we provide a range of enterprise support services including
technical staffing services and outsourced corporate help desk solutions.
Operations
Customer Engagement Centers. We operate across 21 countries in 79 customer engagement centers, which
breakdown as follows: 23 centers across EMEA, 28 centers in the United States, three centers in Canada, three
centers in Australia and 22 centers offshore, including the People’s Republic of China, The Philippines, Costa Rica,
El Salvador, India, Mexico, Brazil and Colombia. In addition to our customer engagement centers, we employ
approximately 4,900 at-home customer engagement agents across 40 states in the U.S. and across ten provinces in
Canada.
We utilize a sophisticated workforce management system to provide efficient scheduling of personnel. Our
internally developed digital private communications network complements our workforce by allowing for effective
call volume management and disaster recovery backup. Through this network and our dynamic intelligent call
routing capabilities, we can rapidly respond to changes in client call volumes and move call volume traffic based on
agent availability and skill throughout our network of centers, improving the responsiveness and productivity of our
agents. We also can offer cost competitive solutions for taking calls to our offshore locations.
Our data warehouse captures and downloads customer engagement information for reporting on a daily, real-time
and historical basis. This data provides our clients with direct visibility into the services that we are providing for
them. The data warehouse supplies information for our performance management systems such as our agent
scorecarding application, which provides us with the information required for effective management of our
operations.
Our customer engagement centers are protected by a fire extinguishing system, backup generators with significant
capacity and 24 hour refueling contracts and short-term battery backups in the event of a power outage, reduced
voltage or a power surge. Rerouting of call volumes to other customer engagement centers is also available in the
event of a telecommunications failure, natural disaster or other emergency. Security measures are imposed to
prevent unauthorized physical access. Software and related data files are backed up daily and stored off site at
multiple locations. We carry business interruption insurance covering interruptions that might occur as a result of
certain types of damage to our business.
Fulfillment Centers. We currently have one fulfillment center located in Europe. We provide our fulfillment
services primarily to certain clients operating in Europe who desire this complementary service in connection with
outsourced customer engagement services.
Enterprise Support Services Office. Our enterprise support services office, located in a metropolitan area in the
United States, provides recruitment services for high-end knowledge workers, a local presence to service major
accounts, and outsourced corporate help desk solutions.
Sales and Marketing
Our sales and marketing objective is to leverage our vertical expertise, global presence, and end-to-end lifecycle of
service offerings to develop long-term relationships with existing and future clients. Our customer engagement
solutions have been developed to help our clients market, acquire, retain and increase the lifetime value of their
customer relationships. Our plans for increasing our visibility and impacting the market include the launch of new
service offerings in digital support and digital marketing, participation in market-specific industry associations, trade
shows and seminars, digital and content marketing to industry leading corporations, and consultative personal visits
and solution designs. We research and publish thought provoking perspectives on key industry issues, and use
forums, speaking engagements, articles and white papers, as well as our website and broad global digital and social
media presence to establish our leadership position in the market.
Our sales force is composed of business development managers who pursue new business opportunities and strategic
account managers who manage and grow relationships with existing accounts. We emphasize account development
to strengthen relationships with existing clients. Business development management and strategic account managers
are assigned to markets in their area of expertise in order to develop a complete understanding of each client’s
particular needs, to form strong client relationships and encourage cross-selling of our other service offerings. We
have inside customer sales representatives who receive customer inquiries and who provide pre-sales relationship
7
development for the business development managers. Utilizing best practices from our recent Clearlink acquisition,
we are employing modern methods of search and digital marketing to cultivate interest in our brand and services.
We use a methodical approach to collecting client feedback through quarterly business reviews, annual strategic
reviews, and through our bi-annual Voice of the Client program, which enables us to react to early warning signs,
and quickly identify and remedy challenges. It also is used to highlight our most loyal clients, who we then work
with to provide references, testimonials and joint speaking engagements at industry conferences.
As part of our marketing efforts, we invite existing and potential clients to experience our customer engagement
centers and at-home agent delivery operations, where we can demonstrate the expertise of our skilled staff in
partnering to deliver new ways of growing clients’ revenues, customer satisfaction and retention rates, and thus
profit, through timely, insightful and proven solutions. This forum allows us to demonstrate our capabilities to
design, launch and scale programs. It also allows us to illustrate our best innovations in talent management,
analytics, and digital channels, and how they can be best integrated into a program’s design.
Clients
We provide service to clients from our locations in the United States, Canada, Latin America, Australia, the Asia
Pacific Rim, Europe, the Middle East and Africa. These clients are Global 2000 corporations, medium-sized
businesses and public institutions, which span the communications, financial services, technology/consumer,
transportation and leisure, healthcare and other industries. Revenue by industry vertical for 2017, as a percentage of
our consolidated revenues, was 33% for communications, 27% for financial services, 18% for technology/consumer,
7% for transportation and leisure, 4% for healthcare, 3% for retail and 8% for all other verticals, including
government and utilities. We believe our globally recognized client base presents opportunities for further cross
marketing of our services.
Total revenues by segment from AT&T Corporation, a major provider of communication services for which we
provide various customer support services, were as follows (in thousands):
Americas
EMEA
Amount
$ 220,010 16.6%
-
0.0%
$ 220,010 13.9%
Revenues Amount
$ 239,033
-
$ 239,033
Revenues Amount
$ 217,449
3,003
$ 220,452
19.6%
0.0%
16.4%
% of
Revenues
20.8%
1.2%
17.1%
2017
% of
Years Ended December 31,
2016
2015
% of
We have multiple distinct contracts with AT&T spread across multiple lines of businesses, which expire at varying
dates between 2018 and 2019. 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
years, were as follows (in thousands):
2017
% of
Years Ended December 31,
2016
2015
% of
Americas
EMEA
Amount
$ 109,475
-
$ 109,475
Revenues Amount
$ 90,508
-
$ 90,508
8.3%
0.0%
6.9%
Revenues Amount
$ 62,980
-
$ 62,980
7.4%
0.0%
6.2%
8
% of
Revenues
6.0%
0.0%
4.9%
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 years were as follows (in thousands):
Americas
EMEA
Amount
$
0.0%
-
104,829 40.3%
6.6%
$ 104,829
Revenues Amount
-
$
96,115
$ 96,115
Revenues Amount
$
-
68,720
$ 68,720
0.0%
40.2%
6.6%
% of
Revenues
0.0%
28.5%
5.3%
2017
% of
Years Ended December 31,
2016
2015
% of
Our top ten clients accounted for approximately 46.9%, 49.2% and 48.5% of our consolidated revenues during the
years ended December 31, 2017, 2016 and 2015, respectively.
Competition
The industry in which we operate is global, highly fragmented and extremely competitive. While many companies
provide customer engagement solutions and services, we believe no one company is dominant in the industry.
In most cases, our principal competition stems from our existing and potential clients’ in-house customer
engagement operations. When it is not the in-house operations of a client or potential client, our public and private
direct competition includes 24/7 Customer, Alorica, Arise, Atento, Concentrix, Convergys, Groupe Acticall/Sitel,
iQor, LiveOps, StarTek, Sutherland, Teleperformance, TTEC, Transcom and Working Solutions, as well as the
customer care arm of such companies as Accenture, Conduent, Infosys, Tech Mahindra and Wipro, among others.
There are other numerous and varied providers of such services, including firms specializing in various CRM
consulting, other customer engagement solutions providers, niche or large market companies, as well as product
distribution companies that provide fulfillment services. Some of these companies possess substantially greater
resources, greater name recognition and a more established customer base than we do.
We believe that the most significant competitive factors in the sale of outsourced customer engagement services
include service quality, tailored value-added service offerings, industry experience, advanced technological
capabilities, global coverage, reliability, scalability, security, price and financial strength. As a result of intense
competition, outsourced customer engagement solutions and services frequently are subject to pricing pressure.
Clients also require outsourcers to be able to provide services in multiple locations. Competition for contracts for
many of our services takes the form of competitive bidding in response to requests for proposal.
Intellectual Property
The success of our business depends, in part, on our proprietary technology and intellectual property. We rely on a
combination of intellectual property laws and contractual arrangements to protect our intellectual property. We and
our subsidiaries have registered various trademarks and service marks in the U.S. and/or other countries, including
SYKES®, REAL PEOPLE. REAL SOLUTIONS®, SYKES HOME®, SYKES HOME POWERED BY ALPINE
ACCESS®, SCIENCE OF SERVICE®, ALPINE ACCESS®, ALPINE ACCESS UNIVERSITY®,
TALENTSPROUT®, SECURE TALK®, CLEARLINK®, BUYCALLS®, A SECURE LIFE®, LEADAMP®,
TRUE PROTECT®, BROADBANDEXPERT®, SAFEWISE® and USDIRECT®. The duration of trademark and
service mark registrations varies from country to country but may generally be renewed indefinitely as long as the
marks are in use and their registrations are properly maintained. We have a pending U.S. patent application which
relates to a system and method of analysis and recommendation for distributed employee management and digital
collaboration. We also have a pending U.S. patent application that relates to systems and methods for secure
authentication to computer networks and visual work environment setup. Our subsidiary, Alpine, was issued U.S.
Patent No. 8,565,413 in 2013, which relates to a system and method for establishment and management of a remote
agent engagement center. Alpine was also issued U.S. Patent No. 9,100,484 in 2015, which relates to a secure call
environment.
Employees
As of January 31, 2018, we had approximately 55,000 employees worldwide, including 43,675 customer
engagement agents handling technical and customer support inquiries at our centers, 4,900 at-home customer
engagement agents handling technical and customer support inquiries, 6,300 in management, administration,
information technology, finance, sales and marketing roles, 25 in enterprise support services and 100 in fulfillment
9
services. Our employees, with the exception of approximately 400 employees in Brazil and various European
countries, are not union members and we have never suffered a material interruption of business as a result of a
labor dispute. We consider our relations with our employees worldwide to be satisfactory.
We employ personnel through a continually updated recruiting network. This network includes a seasoned team of
recruiters, competency-based selection standards and the sharing of global best practices in order to advertise to and
source qualified candidates through proven recruiting techniques. Nonetheless, demand for qualified professionals
with the required language and technical skills may still exceed supply at times as new skills are needed to keep
pace with the requirements of customer engagements. As such, competition for such personnel is intense.
Additionally, employee turnover in our industry is high.
Executive Officers
The following table provides the names and ages of our executive officers, and the positions and offices currently
held by each of them:
Name
Charles E. Sykes
John Chapman
Lawrence R. Zingale
James D. Farnsworth
Jenna R. Nelson
David L. Pearson
James T. Holder
William N. Rocktoff
Age Principal Position
55
51
61
52
54
59
59
55
President and Chief Executive Officer and Director
Executive Vice President and Chief Financial Officer
Executive Vice President and General Manager
Executive Vice President and General Manager
Executive Vice President, Human Resources
Executive Vice President and Chief Information Officer
Executive Vice President, General Counsel and Corporate Secretary
Senior Vice President and Corporate Controller
Charles E. Sykes joined SYKES in 1986 and was named President and Chief Executive Officer and Director in
August 2004. From July 2003 to August 2004, Mr. Sykes was the Chief Operating Officer. From March 2000 to
June 2001, Mr. Sykes was Senior Vice President, Marketing, and in June 2001, he was appointed to the position of
General Manager, Senior Vice President — the Americas. From December 1996 to March 2000, he served as Vice
President, Sales, and held the position of Regional Manager of the Midwest Region for Professional Services from
1992 until 1996.
John Chapman, F.C.C.A, joined SYKES in September 2002 as Vice President, Finance, managing the EMEA
finance function and was named Senior Vice President, EMEA Global Region in January 2012, adding operational
responsibility. In April 2014, he was named Executive Vice President and Chief Financial Officer. Prior to joining
SYKES, Mr. Chapman served as financial controller for seven years for Raytheon UK.
Lawrence R. Zingale joined SYKES in January 2006 as Senior Vice President, Global Sales and Client
Management. In May 2010, he was named Executive Vice President, Global Sales and Client Management and in
September 2012, he was named Executive Vice President and General Manager. Prior to joining SYKES, Mr.
Zingale served as Executive Vice President and Chief Operating Officer of StarTek, Inc. since 2002. From
December 1999 until November 2001, Mr. Zingale served as President of the Americas at Stonehenge Telecom, Inc.
From May 1997 until November 1999, Mr. Zingale served as President and Chief Operating Officer of International
Community Marketing. From February 1980 until May 1997, Mr. Zingale held various senior level positions at
AT&T.
James D. Farnsworth joined SYKES in November 2016 as Executive Vice President and General Manager. From
2015 until his joining SYKES, Mr. Farnsworth was President and Chief Executive Officer of Conduit Global, a
business process outsourcing company. From 2014 to 2015, Mr. Farnsworth was Executive Vice President and
General Manager of consulting and professional services. From 2009 to 2014, Mr. Farnsworth was Co-Founder and
Chief Executive Officer of virtualwirks, a professional services firm focused on virtualization of people,
performance and business practices. From 2006 to 2009 and from 1998 to 2003, Mr. Farnsworth was at TTEC
Holdings, a business process outsourcing firm, where he was Senior Vice President and General Manager of Global
Delivery and he was in Operations. From 2004 to 2005, Mr. Farnsworth was at Startek, a business process
outsourcing firm, where he was Senior Vice President of Operations and Client Services. And from 2004 to 2005,
Mr. Farnsworth was Chief Operating Officer of Alpine Access, an at-home agent business process outsourcer.
10
Jenna R. Nelson joined SYKES in August 1993 and was named Senior Vice President, Human Resources, in
July 2001. In May 2010, she was named Executive Vice President, Human Resources. From January 2001 until
July 2001, Ms. Nelson held the position of Vice President, Human Resources. In August 1998, Ms. Nelson was
appointed Vice President, Human Resources, and held the position of Director, Human Resources and
Administration, from August 1996 to July 1998. From August 1993 until July 1996, Ms. Nelson served in various
management positions within SYKES, including Director of Administration.
David L. Pearson joined SYKES in February 1997 as Vice President, Engineering, and was named Vice President,
Technology Systems Management, in 2000 and Senior Vice President and Chief Information Officer in August
2004. In May 2010, he was named Executive Vice President and Chief Information Officer. Prior to SYKES, Mr.
Pearson held various engineering and technical management roles over a fifteen year period, including eight years at
Compaq Computer Corporation and five years at Texas Instruments.
James T. Holder, J.D., joined SYKES in December 2000 as General Counsel and was named Corporate Secretary
in January 2001, Vice President in January 2004 and Senior Vice President in December 2006. In May 2010, he was
named Executive Vice President. From November 1999 until November 2000, Mr. Holder served in a consulting
capacity as Special Counsel to Checkers Drive-In Restaurants, Inc., a publicly held restaurant operator and
franchisor. From November 1993 until November 1999, Mr. Holder served in various capacities at Checkers
including Corporate Secretary, Chief Financial Officer and Senior Vice President and General Counsel.
William N. Rocktoff, C.P.A., joined SYKES in August 1997 as Corporate Controller and was named Treasurer and
Corporate Controller in December 1999, Vice President and Corporate Controller in March 2002 and Global Vice
President in January 2011. In June 2017, he was named Senior Vice President and Corporate Controller. From
November 1989 to August 1997, Mr. Rocktoff held various financial positions, including Corporate Controller, at
Kimmins Corporation, a publicly-held contracting company.
11
Item 1A. Risk Factors
Factors Influencing Future Results and Accuracy of Forward-Looking Statements
This Annual Report on Form 10-K contains forward-looking statements (within the meaning of the Private
Securities Litigation Reform Act of 1995) that are based on current expectations, estimates, forecasts, and
projections about us, our beliefs, and assumptions made by us. In addition, we may make other written or oral
statements, which constitute forward-looking statements, from time to time. Words such as “may,” “expects,”
“projects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words, and similar
expressions are intended to identify such forward-looking statements. Similarly, statements that describe our future
plans, objectives or goals also are forward-looking statements. These statements are not guarantees of future
performance and are subject to a number of risks and uncertainties, including those discussed below and elsewhere
in this Annual Report on Form 10-K. Our actual results may differ materially from what is expressed or forecasted
in such forward-looking statements, and undue reliance should not be placed on such statements. All forward-
looking statements are made as of the date hereof, and we undertake no obligation to update any forward-looking
statements, whether as a result of new information, future events or otherwise.
Factors that could cause actual results to differ materially from what is expressed or forecasted in such forward-
looking statements include, but are not limited to: the marketplace’s continued receptivity to our terms and elements
of services offered under our standardized contract for future bundled service offerings; our ability to continue the
growth of our service revenues through additional customer engagement centers; our ability to further penetrate into
vertically integrated markets; our ability to expand revenues within the global markets; our ability to continue to
establish a competitive advantage through sophisticated technological capabilities, and the following risk factors:
Risks Related to Our Business and Industry
Unfavorable general economic conditions could negatively impact our operating results and financial condition.
Unfavorable general economic conditions could negatively affect our business. While it is often difficult to predict
the impact of general economic conditions on our business, these conditions could adversely affect the demand for
some of our clients’ products and services and, in turn, could cause a decline in the demand for our services. Also,
our clients may not be able to obtain adequate access to credit, which could affect their ability to make timely
payments to us. If that were to occur, we could be required to increase our allowance for doubtful accounts, and the
number of days outstanding for our accounts receivable could increase. In addition, we may not be able to renew our
revolving credit facility at terms that are as favorable as those terms available under our current credit facility. Also,
the group of lenders under our credit facility may not be able to fulfill their funding obligations, which could
adversely impact our liquidity. For these reasons, among others, if unfavorable economic conditions persist or
increase, this could adversely affect our revenues, operating results and financial condition, as well as our ability to
access debt under comparable terms and conditions.
Our business is dependent on key clients, and the loss of a key client could adversely affect our business and
results of operations.
We derive a substantial portion of our revenues from a few key clients. Our top ten clients accounted for
approximately 46.9% of our consolidated revenues in 2017. The loss of (or the failure to retain a significant amount
of business with) any of our key clients could have a material adverse effect on our business, financial condition and
results of operations. Many of our contracts contain penalty provisions for failure to meet minimum service levels
and are cancelable by the client at any time or on short-term notice. Also, clients may unilaterally reduce their use of
our services under these contracts without penalty. Thus, our contracts with our clients do not ensure that we will
generate a minimum level of revenues.
Cyber-attacks as well as improper disclosure or control of personal information could result in liability and harm
our reputation, which could adversely affect our business and results of operations.
Our business is heavily dependent upon our computer and voice technologies, systems and platforms. Internal or
external attacks on any of those could disrupt the normal operations of our engagement centers and impede our
ability to provide critical services to our clients, thereby subjecting us to liability under our contracts. Additionally,
our business involves the use, storage and transmission of information about our employees, our clients and
customers of our clients. While we take measures to protect the security of, and unauthorized access to, our systems,
as well as the privacy of personal and proprietary information, it is possible that our security controls over our
systems, as well as other security practices we follow, may not prevent the improper access to or disclosure of
12
personally identifiable or proprietary information. Such disclosure could harm our reputation and subject us to
liability under our contracts and laws that protect personal data, resulting in increased costs or loss of revenue.
Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict among the
various jurisdictions and countries in which we provide services.
The European Union’s (“EU”) General Data Protection Regulation (“GDPR”) will take effect in May 2018 and will
require EU member states to meet new and more stringent requirements regarding the handling of personal
data. Failure to meet the GDPR requirements could result in substantial penalties of up to the greater of €20 million
or 4% of global annual revenue of the preceding financial year. Additionally, compliance with the GDPR is resulting
in operational costs to implement new procedures corresponding to new legal rights granted under the law. Although
the GDPR will apply across the EU without a need for local implementing legislation, local data protection
authorities will still have the ability to interpret the GDPR through so-called opening clauses, which permit region-
specific data protection legislation and have the potential to create inconsistencies on a country-by-country basis.
Our efforts to comply with GDPR and other privacy and data protection laws may impose significant costs and
challenges that are likely to increase over time. Our failure to adhere to or successfully implement processes in
response to changing regulatory requirements in this area could result in impairment to our reputation in the
marketplace and we could incur substantial penalties or litigation related to violation of existing or future data
privacy laws and regulations, which could have a material adverse effect on our business, financial condition and
results of operations.
Our business is subject to substantial competition.
The markets for many of our services operate on a commoditized basis and are highly competitive and subject to
rapid change. While many companies provide outsourced customer engagement services, we believe no one
company is dominant in the industry. There are numerous and varied providers of our services, including firms
specializing in engagement center operations, temporary staffing and personnel placement, consulting and
integration firms, and niche providers of outsourced customer engagement services, many of whom compete in only
certain markets. Our competitors include both companies that possess greater resources and name recognition than
we do, as well as small niche providers that have few assets and regionalized (local) name recognition instead of
global name recognition. In addition to our competitors, many companies who might utilize our services or the
services of one of our competitors may utilize in-house personnel to perform such services. Increased competition,
our failure to compete successfully, pricing pressures, loss of market share and loss of clients could have a material
adverse effect on our business, financial condition and results of operations.
Many of our large clients purchase outsourced customer engagement services from multiple preferred vendors. We
have experienced and continue to anticipate significant pricing pressure from these clients in order to remain a
preferred vendor. These companies also require vendors to be able to provide services in multiple locations.
Although we believe we can effectively meet our clients’ demands, there can be no assurance that we will be able to
compete effectively with other outsourced customer engagement services companies on price. We believe that the
most significant competitive factors in the sale of our core services include the standard requirements of service
quality, tailored value-added service offerings, industry experience, advanced technological capabilities, global
coverage, reliability, scalability, security, price and financial strength.
The concentration of customer engagement centers in certain geographies poses risks to our operations which
could adversely affect our financial condition.
Although we have engagement centers in many locations throughout the world, we have a concentration of centers
in certain geographies outside of the U.S. and Canada, specifically The Philippines and Latin America. Our
concentration of operations in those geographies is a result of our ability to access significant numbers of employees
with certain language and other skills at costs that are advantageous. However, the concentration of business
activities in any geographical area creates risks which could harm operations and our financial condition. Certain
risks, such as natural disasters, armed conflict and military or civil unrest, political instability and disease
transmission, as well as the risk of interruption to our delivery systems, is magnified when the realization of these,
or any other risks, would effect a large portion of our business at once, which may result in a disproportionate
increase in operating costs.
13
Our business is dependent on the demand for outsourcing.
Our business and growth depend in large part on the industry demand for outsourced customer engagement services.
Outsourcing means that an entity contracts with a third party, such as us, to provide customer engagement services
rather than perform such services in-house. There can be no assurance that this demand will continue, as
organizations may elect to perform such services themselves. A significant change in this demand could have a
material adverse effect on our business, financial condition and results of operations. Additionally, there can be no
assurance that our cross-selling efforts will cause clients to purchase additional services from us or adopt a single-
source outsourcing approach.
We are subject to various uncertainties relating to future litigation.
We cannot predict whether any material suits, claims, or investigations may arise in the future. Regardless of the
outcome of any future actions, claims, or investigations, we may incur substantial defense costs and such actions
may cause a diversion of management time and attention. Also, it is possible that we may be required to pay
substantial damages or settlement costs which could have a material adverse effect on our financial condition and
results of operations.
Our industry is subject to rapid technological change which could affect our business and results of operations.
Rapid technological advances, frequent new product introductions and enhancements, and changes in client
requirements characterize the market for outsourced customer engagement services. Technological advancements in
voice recognition software, as well as self-provisioning and self-help software, along with call avoidance
technologies, have the potential to adversely impact call volume growth and, therefore, revenues. Our future success
will depend in large part on our ability to service new products, platforms and rapidly changing technology. These
factors will require us to provide adequately trained personnel to address the increasingly sophisticated, complex
and evolving needs of our clients. In addition, our ability to capitalize on our acquisitions will depend on our ability
to continually enhance software and services and adapt such software to new hardware and operating system
requirements. Any failure by us to anticipate or respond rapidly to technological advances, new products and
enhancements, or changes in client requirements could have a material adverse effect on our business, financial
condition and results of operations.
Our business relies heavily on technology and computer systems, which subjects us to various uncertainties.
We have invested significantly in sophisticated and specialized communications and computer technology and have
focused on the application of this technology to meet our clients’ needs. We anticipate that the requirement to invest
in new technologies will continue to grow and that it will be necessary to continue to invest in and develop new and
enhanced technology on a timely basis to maintain our competitiveness. Significant capital expenditures are
expected to be required to keep our technology up-to-date. There can be no assurance that any of our information
systems will be adequate to meet our future needs or that we will be able to incorporate new technology to enhance
and develop our existing services. Moreover, investments in technology, including future investments in upgrades
and enhancements to software, may not necessarily maintain our competitiveness. Our future success will also
depend in part on our ability to anticipate and develop information technology solutions that keep pace with
evolving industry standards and changing client demands.
Emergency interruption of customer engagement center operations could affect our business and results of
operations.
Our operations are dependent upon our ability to protect our customer engagement centers and our information
databases against damage that may be caused by fire, earthquakes, severe weather and other disasters, power failure,
telecommunications failures, unauthorized intrusion, computer viruses and other emergencies. The temporary or
permanent loss of such systems could have a material adverse effect on our business, financial condition and results
of operations. Notwithstanding precautions taken to protect us and our clients from events that could interrupt
delivery of services, there can be no assurance that a fire, natural disaster, human error, equipment malfunction or
inadequacy, or other event would not result in a prolonged interruption in our ability to provide services to our
clients. Such an event could have a material adverse effect on our business, financial condition and results of
operations.
14
Our operating results will be adversely affected if we are unable to maximize our facility capacity utilization.
Our profitability is significantly influenced by our ability to effectively manage our contact center capacity
utilization. The majority of our business involves technical support and customer care services initiated by our
clients’ customers and, as a result, our capacity utilization varies and demands on our capacity are, to some degree,
beyond our control. In order to create the additional capacity necessary to accommodate new or expanded
outsourcing projects, we may need to open new contact centers. The opening or expansion of a contact center may
result, at least in the short term, in idle capacity until we fully implement the new or expanded program.
Additionally, the occasional need to open customer engagement centers fully, or primarily, dedicated to a single
client, instead of spreading the work among existing facilities with idle capacity, negatively affects capacity
utilization. We periodically assess the expected long-term capacity utilization of our contact centers. As a result, we
may, if deemed necessary, consolidate, close or partially close under-performing contact centers to maintain or
improve targeted utilization and margins. There can be no guarantee that we will be able to achieve or maintain
optimal utilization of our contact center capacity.
As part of our effort to consolidate our facilities, we may seek to sell or sublease a portion of our surplus contact
center space, if any, and recover certain costs associated with it. Failure to sell or sublease such surplus space will
negatively impact results of operations.
Increases in the cost of telephone and data services or significant interruptions in such services could adversely
affect our financial results.
Our business is significantly dependent on telephone and data service provided by various local and long distance
telephone companies. Accordingly, any disruption of these services could adversely affect our business. We have
taken steps to mitigate our exposure to service disruptions by investing in redundant circuits, although there is no
assurance that the redundant circuits would not also suffer disruption. Any inability to obtain telephone or data
services at favorable rates could negatively affect our business results. Where possible, we have entered into long-
term contracts with various providers to mitigate short-term rate increases and fluctuations. There is no obligation,
however, for the vendors to renew their contracts with us, or to offer the same or lower rates in the future, and such
contracts are subject to termination or modification for various reasons outside of our control. A significant increase
in the cost of telephone services that is not recoverable through an increase in the price of our services could
adversely affect our financial results.
Our profitability may be adversely affected if we are unable to maintain and find new locations for customer
engagement centers in countries with stable wage rates.
Our business is labor-intensive and therefore wages, employee benefits and employment taxes constitute the largest
component of our operating expenses. As a result, expansion of our business is dependent upon our ability to find
cost-effective locations in which to operate, both domestically and internationally. Some of our customer
engagement centers are located in countries that have experienced inflation and rising standards of living, which
requires us to increase employee wages. In addition, collective bargaining is being utilized in an increasing number
of countries in which we currently, or may in the future, desire to operate. Collective bargaining may result in
material wage and benefit increases. If wage rates and benefits increase significantly in a country where we
maintain customer engagement centers, we may not be able to pass those increased labor costs on to our clients,
requiring us to search for other cost effective delivery locations. Additionally, some of our customer engagement
centers are located in jurisdictions subject to minimum wage regulations, which may result in increased wages in the
future. There is no assurance that we will be able to find such cost-effective locations, and even if we do, the costs of
closing delivery locations and opening new customer engagement centers can adversely affect our financial results.
Risks Related to Our International Operations
Our international operations and expansion involve various risks.
We intend to continue to pursue growth opportunities in markets outside the United States. At December 31, 2017,
our international operations were conducted from 37 customer engagement centers located in Sweden, Finland,
Germany, Cyprus, Egypt, Scotland, Denmark, Norway, Hungary, Romania, The Philippines, the People’s Republic
of China, India and Australia. Revenues from these international operations for the years ended December 31, 2017,
2016, and 2015, were 36.1%, 36.8%, and 40.5% of consolidated revenues, respectively. We also conduct business
from 14 customer engagement centers located in Canada, Colombia, Costa Rica, El Salvador, Mexico and Brazil.
International operations are subject to certain risks common to international activities, such as changes in foreign
governmental regulations, tariffs and taxes, import/export license requirements, the imposition of trade barriers,
15
difficulties in staffing and managing international operations, political uncertainties, longer payment cycles, possible
greater difficulties in accounts receivable collection, economic instability as well as political and country-specific
risks.
Additionally, we have been granted tax holidays in The Philippines, Colombia, Costa Rica and El Salvador that
expire at varying dates from 2019 through 2028. In some cases, the tax holidays expire without possibility of
renewal. In other cases, we expect to renew these tax holidays, but there are no assurances from the respective
foreign governments that they will renew them. This could potentially result in adverse tax consequences, the impact
of which is not practicable to estimate due to the inherent complexity of estimating critical variables such as long-
term future profitability, tax regulations and rates in the multi-national tax environment in which we operate. Any
one or more of these factors could have an adverse effect on our international operations and, consequently, on our
business, financial condition and results of operations. The tax holidays decreased the provision for income taxes by
$3.0 million, $3.3 million and $4.0 million for the years ended December 31, 2017, 2016 and 2015, respectively.
The 2017 Tax Reform Act requires companies to pay a one-time transition tax on earnings of foreign subsidiaries
that were previously tax deferred and creates new taxes on certain foreign-sourced earnings. We recognized a
provisional amount of $32.7 million, which is included as a component of “Income taxes” in the accompanying
Consolidated Statement of Operations for the year ended December 31, 2017.
As of December 31, 2017, we had cash balances of approximately $335.1 million held in international operations,
most of which would not be subject to additional taxes if repatriated to the United States. In January 2018, we
repatriated $167.6 million from our foreign subsidiaries.
No additional income taxes have been provided for any remaining outside basis difference inherent in our foreign
subsidiaries as these amounts continue to be indefinitely reinvested in foreign operations. Determination of any
unrecognized deferred tax liability related to the outside basis difference in investments in foreign subsidiaries is not
practicable due to the inherent complexity of the multi-national tax environment in which we operate.
We conduct business in various foreign currencies and are therefore exposed to market risk from changes in foreign
currency exchange rates and interest rates, which could impact our results of operations and financial condition. We
are also subject to certain exposures arising from the translation and consolidation of the financial results of our
foreign subsidiaries. We enter into foreign currency forward and option contracts to hedge against the effect of
certain foreign currency exchange exposures. However, there can be no assurance that we can take actions to
mitigate such exposure in the future, and if taken, that such actions will be successful or that future changes in
currency exchange rates will not have a material adverse impact on our future operating results. A significant change
in the value of the U.S. Dollar against the currency of one or more countries where we operate may have a material
adverse effect on our financial condition and results of operations. Additionally, our hedging exposure to
counterparty credit risks is not secured by any collateral. Although each of the counterparty financial institutions
with which we place hedging contracts are investment grade rated by the national rating agencies as of the time of
the placement, we can provide no assurances as to the financial stability of any of our counterparties. If a
counterparty to one or more of our hedge transactions were to become insolvent, we would be an unsecured creditor
and our exposure at the time would depend on foreign exchange rate movements relative to the contracted foreign
exchange rate and whether any gains result that are not realized due to a counterparty default.
The fundamental shift in our industry toward global service delivery markets presents various risks to our
business.
Clients continue to require blended delivery models using a combination of onshore and offshore support. Our
offshore delivery locations include The Philippines, the People’s Republic of China, India, Costa Rica, El Salvador,
Mexico, Brazil and Colombia, and while we have operated in global delivery markets since 1996, there can be no
assurance that we will be able to successfully conduct and expand such operations, and a failure to do so could have
a material adverse effect on our business, financial condition, and results of operations. The success of our offshore
operations will be subject to numerous factors, some of which are beyond our control, including general and
regional economic conditions, prices for our services, competition, changes in regulation and other risks. In addition,
as with all of our operations outside of the United States, we are subject to various additional political, economic and
market uncertainties (see “Our international operations and expansion involve various risks”). Additionally, a
change in the political environment in the United States or the adoption and enforcement of legislation and
regulations curbing the use of offshore customer engagement solutions and services could have a material adverse
effect on our business, financial condition and results of operations.
16
Our global operations expose us to numerous legal and regulatory requirements.
We provide services to our clients’ customers in 21 countries around the world. Accordingly, we are subject to
numerous legal regimes on matters such as taxation, government sanctions, content requirements, licensing, tariffs,
government affairs, data privacy and immigration as well as internal and disclosure control obligations. In the U.S.,
as well as several of the other countries in which we operate, some of our services must comply with various laws
and regulations regarding the method and timing of placing outbound telephone calls. Violations of these various
laws and regulations could result in liability for monetary damages, fines and/or criminal prosecution and
unfavorable publicity. Changes in U.S. federal, state and international laws and regulations, specifically those
relating to the outsourcing of jobs to foreign countries as well as statutory and regulatory requirements related to
derivative transactions, may adversely affect our ability to perform our services at our overseas facilities or could
result in additional taxes on such services, or impact our flexibility to execute strategic hedges, thereby threatening
or limiting our ability or the financial benefit to continue to serve certain markets at offshore locations, or the risks
associated therewith.
Corporate tax reform, base-erosion efforts and tax transparency continue to be high priorities in many tax
jurisdictions where we have business operations. As a result, policies regarding corporate income and other taxes in
numerous jurisdictions are under heightened scrutiny and tax reform legislation is being proposed or enacted in a
number of jurisdictions. For example, the 2017 Tax Reform Act, adopting broad U.S. corporate income tax
reform will, among other things, reduce the U.S. corporate income tax rate, but will impose 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 2017 Tax Reform Act will affect the tax position reflected on our consolidated
balance sheet and will have an impact on our consolidated financial results beginning with the fourth quarter of
2017, the period of enactment.
In addition, many countries are beginning to implement legislation and other guidance to align their international tax
rules with the Organisation for Economic Co-operation and Development’s Base Erosion and Profit Shifting
recommendations and action plan that aim to standardize and modernize global corporate tax policy, including
changes to cross-border tax, transfer-pricing documentation rules, and nexus-based tax incentive practices. As a
result of the heightened scrutiny of corporate taxation policies, prior decisions by tax authorities regarding
treatments and positions of corporate income taxes could be subject to enforcement activities, and legislative
investigation and inquiry, which could also result in changes in tax policies or prior tax rulings. Any such changes in
policies or rulings may also result in the taxes we previously paid being subject to change.
Due to the large scale of our international business activities any substantial changes in international corporate tax
policies, enforcement activities or legislative initiatives may materially and adversely affect our business, the
amount of taxes we are required to pay and our financial condition and results of operations generally.
Failure to comply with laws, regulations and policies, including the U.S. Foreign Corrupt Practices Act or other
applicable anti-corruption legislation, could result in fines, criminal penalties and an adverse effect on our
business.
We are subject to regulation under a wide variety of U.S. federal and state and non-U.S. laws, regulations and
policies, including anti-corruption laws and export-import compliance and trade laws, due to our global operations.
In particular, the U.S. Foreign Corrupt Practices Act, or FCPA, the U.K. Bribery Act of 2010 and similar anti-
bribery laws in other jurisdictions generally prohibit companies, their agents, consultants and other business partners
from making improper payments to government officials or other persons (i.e., commercial bribery) for the purpose
of obtaining or retaining business or other improper advantage. They also impose recordkeeping and internal
control provisions on companies such as ours. We operate and/or conduct business, and any acquisition target may
operate and/or conduct business, in some parts of the world that are recognized as having governmental and
commercial corruption and in such countries, strict compliance with anti-bribery laws may conflict with local
customs and practices. Under some circumstances, a parent company may be civilly and criminally liable for bribes
paid by a subsidiary. We cannot assure you that our internal control policies and procedures have protected us, or
will protect us, from unlawful conduct of our employees, agents, consultants and other business partners. In the
event that we believe or have reason to believe that violations may have occurred, including without limitation
violations of anti-corruption laws, we may be required to investigate and/or have outside counsel investigate the
relevant facts and circumstances, which can be expensive and require significant time and attention from senior
management. Violation may result in substantial civil and/or criminal fines, disgorgement of profits, sanctions and
penalties, debarment from future work with governments, curtailment of operations in certain jurisdictions, and
17
imprisonment of the individuals involved. As a result, any such violations may materially and adversely affect our
business, results of operations or financial condition. In addition, actual or alleged violations could damage our
reputation and ability to do business. Any of these impacts could have a material, adverse effect on our business,
results of operations or financial condition.
Risks Related to Our Employees
Our inability to attract and retain experienced personnel may adversely impact our business.
Our business is labor intensive and places significant importance on our ability to recruit, train, and retain qualified
technical and consultative professional personnel in a tightening labor market. We generally experience high
turnover of our personnel and are continuously required to recruit and train replacement personnel as a result of a
changing and expanding work force. Additionally, demand for qualified technical professionals conversant in
multiple languages, including English, and/or certain technologies may exceed supply, as new and additional skills
are required to keep pace with evolving computer technology. Our ability to locate and train employees is critical to
achieving our growth objective. Our inability to attract and retain qualified personnel or an increase in wages or
other costs of attracting, training, or retaining qualified personnel could have a material adverse effect on our
business, financial condition and results of operations.
Our operations are substantially dependent on our senior management.
Our success is largely dependent upon the efforts, direction and guidance of our senior management. Our growth
and success also depend in part on our ability to attract and retain skilled employees and managers and on the ability
of our executive officers and key employees to manage our operations successfully. We have entered into
employment and non-competition agreements with our executive officers. The loss of any of our senior management
or key personnel, or the inability to attract, retain or replace key management personnel in the future, could have a
material adverse effect on our business, financial condition and results of operations.
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 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. Any prolonged or widespread health epidemic
could severely disrupt our business operations and have a material adverse effect on our business, financial
condition and results of operations.
Risks Related to Our Business Strategy
Our strategy of growing through selective acquisitions and mergers involves potential risks.
We evaluate opportunities to expand the scope of our services through acquisitions and mergers. We may be unable
to identify companies that complement our strategies, and even if we identify a company that complements our
strategies, we may be unable to acquire or merge with the company. Also, a decrease in the price of our common
stock could hinder our growth strategy by limiting growth through acquisitions funded with SYKES’ stock.
The actual integration of the company may result in additional and unforeseen expenses, and the full amount of
anticipated benefits of the integration plan may not be realized. If we are not able to adequately address these
challenges, we may be unable to fully integrate the acquired operations into our own, or to realize the full amount of
anticipated benefits of the integration of the companies.
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Our acquisition strategy involves other potential risks. These risks include:
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the inability to obtain the capital required to finance potential acquisitions on satisfactory terms;
the diversion of our attention to the integration of the businesses to be acquired;
the risk that the acquired businesses will fail to maintain the quality of services that we have historically
provided;
the need to implement financial and other systems and add management resources;
the risk that key employees of the acquired business will leave after the acquisition;
potential liabilities of the acquired business;
unforeseen difficulties in the acquired operations;
adverse short-term effects on our operating results;
lack of success in assimilating or integrating the operations of acquired businesses within our business;
the dilutive effect of the issuance of additional equity securities;
the impairment of goodwill and other intangible assets involved in any acquisitions;
the businesses we acquire not proving profitable;
incurring additional indebtedness; and
in the case of foreign acquisitions, the need to integrate operations across different cultures and languages
and to address the particular economic, currency, political, and regulatory risks associated with specific
countries.
We may incur significant cash and non-cash costs in connection with the continued rationalization of assets
resulting from acquisitions.
We may incur a number of non-recurring cash and non-cash costs associated with the continued rationalization of
assets resulting from acquisitions relating to the closing of facilities and disposition of assets.
If our goodwill or intangible assets become impaired, we could be required to record a significant charge to
earnings.
We recorded substantial goodwill and intangible assets as a result of the ICT, Alpine, Qelp and Clearlink
acquisitions. We review our goodwill and intangible assets for impairment when events or changes in circumstances
indicate the carrying value may not be recoverable. We assess whether there has been an impairment in the value of
goodwill at least annually. Factors that may be considered a change in circumstances indicating that the carrying
value of our goodwill or intangible assets may not be recoverable include declines in stock price, market
capitalization or cash flows and slower growth rates in our industry. We could be required to record a significant
charge to earnings in our financial statements during the period in which any impairment of our goodwill or
intangible assets were determined, negatively impacting our results of operations.
Risks Related to Our Common Stock
Our organizational documents contain provisions that could impede a change in control.
Our Board of Directors is divided into three classes serving staggered three-year terms. The staggered Board of
Directors and the anti-takeover effects of certain provisions contained in the Florida Business Corporation Act and
in our Articles of Incorporation and Bylaws, including the ability of the Board of Directors to issue shares of
preferred stock and to fix the rights and preferences of those shares without shareholder approval, may have the
effect of delaying, deferring or preventing an unsolicited change in control. This may adversely affect the market
price of our common stock or the ability of shareholders to participate in a transaction in which they might otherwise
receive a premium for their shares.
The volatility of our stock price may result in loss of investment.
The trading price of our common stock has been and may continue to be subject to wide fluctuations over short and
long periods of time. We believe that market prices of outsourced customer engagement services stocks in general
have experienced volatility, which could affect the market price of our common stock regardless of our financial
results or performance. We further believe that various factors such as general economic conditions, changes or
volatility in the financial markets, changing market conditions in the outsourced customer engagement services
industry, quarterly variations in our financial results, the announcement of acquisitions, strategic partnerships, or
new product offerings, and changes in financial estimates and recommendations by securities analysts could cause
the market price of our common stock to fluctuate substantially in the future.
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Failure to adhere to laws, rules and regulations applicable to public companies operating in the U.S. may have
an adverse effect on our stock price.
Because we are a publicly-traded company, we are subject to certain evolving and extensive federal, state and other
rules and regulations relating to, among other things, assessment and maintenance of internal controls and corporate
governance. Section 404 of the Sarbanes-Oxley Act of 2002, together with rules and regulations issued by the
Securities and Exchange Commission (“SEC”) require us to furnish, on an annual basis, a report by our management
(included elsewhere in this Annual Report on Form 10-K) regarding the effectiveness of our internal control over
financial reporting. The report includes, among other things, an assessment of the effectiveness of our internal
controls over financial reporting as of the end of our fiscal year and a statement as to whether or not our internal
controls over financial reporting are effective. We must include a disclosure of any material weaknesses in our
internal control over financial reporting identified by management during the annual assessment. We have in the
past discovered, and may potentially in the future discover, areas of internal control over financial reporting which
may require improvement. If at any time we are unable to assert that our internal controls over financial reporting
are effective, or if our auditors are unable to express an opinion on the effectiveness of our internal controls, our
investors could lose confidence in the accuracy and/or completeness of our financial reports, which could have an
adverse effect on our stock price.
Item 1B. Unresolved Staff Comments
There are no material unresolved written comments that were received from the SEC staff 180 days or more before
the year ended December 31, 2017 relating to our periodic or current reports filed under the Securities Exchange Act
of 1934.
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Item 2. Properties
Our principal executive offices are located in Tampa, Florida, which consist of approximately 68,000 square feet of
leased office space. This facility currently serves as the headquarters for senior management and the financial,
information technology and administrative departments. In addition to our headquarters and the customer
engagement centers (“centers”) used by our Americas and EMEA segments discussed below, we also have offices in
several countries around the world which support our Americas and EMEA segments.
As of December 31, 2017, we operated one fulfillment location and 79 multi-client centers. Our centers were
located in the following countries:
Americas:
Australia
Brazil
Canada
Colombia
Costa Rica
El Salvador
India
Mexico
People's Republic of China
The Philippines
United States
Total Americas centers
EMEA:
Cyprus
Denmark
Egypt
Finland
Germany
Hungary
Norway
Romania
Scotland
Sweden
Total EMEA centers
Total centers
Centers
3
2
3
1
5
1
1
2
3
7
28
56
1
1
1
1
5
1
1
4
3
5
23
79
We believe our existing facilities are suitable and adequate to meet current requirements, and that suitable additional
or substitute space will be available as needed to accommodate any physical expansion or any space required due to
expiring leases not renewed. We operate from time to time in temporary facilities to accommodate growth before
new centers are available. At December 31, 2017, our centers, taken as a whole, were utilized at average capacities
of approximately 72% and were capable of supporting a higher level of market demand. We had utilization of 71%
and 81% in the Americas and EMEA, respectively, at December 31, 2017.
Item 3. Legal Proceedings
Information with respect to this item may be found in Note 22, Commitments and Loss Contingency, of the
accompanying “Notes to Consolidated Financial Statements” under the caption "Loss Contingency" which
information is incorporated herein by reference.
Item 4. Mine Safety Disclosures
Not Applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of
Equity Securities
Our common stock is quoted on the NASDAQ Global Select Market under the symbol SYKE. The following table
sets forth, for the periods indicated, certain information as to the high and low intraday sale prices per share of our
common stock as quoted on the NASDAQ Global Select Market.
Year Ended December 31, 2017:
Fourth Quarter
Third Quarter
Second Quarter
First Quarter
Year Ended December 31, 2016:
Fourth Quarter
Third Quarter
Second Quarter
First Quarter
$
$
High
Low
32.02 $
34.49
34.45
29.99
30.00 $
31.37
30.82
30.76
26.77
25.77
27.37
27.01
25.77
26.00
27.22
27.36
Holders of our common stock are entitled to receive dividends out of the funds legally available when and if
declared by the Board of Directors. We have not declared or paid any cash dividends on our common stock in the
past and do not anticipate paying any cash dividends in the foreseeable future.
As of February 1, 2018, there were approximately 810 holders of record of our common stock and we estimate there
were approximately 11,300 beneficial owners.
Below is a summary of stock repurchases for the quarter ended December 31, 2017 (in thousands, except average
price per share).
Period
October 1, 2017 - October 31, 2017
November 1, 2017 - November 30, 2017
December 1, 2017 - December 31, 2017
Total
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)
- $
- $
- $
-
-
-
-
-
-
-
-
4,748
4,748
4,748
4,748
(1) The total number of shares approved for repurchase under the 2011 Share Repurchase Plan dated August 18,
2011, as amended on March 16, 2017, is 10.0 million. The 2011 Share Repurchase Plan has no expiration date.
22
Five-Year Stock Performance Graph
The following graph presents a comparison of the cumulative shareholder return on the common stock with the
cumulative total return on the NASDAQ Computer and Data Processing Services Index, the NASDAQ
Telecommunications Index, the Russell 2000 Index, the S&P Small Cap 600, the Old SYKES Peer Group and the
New SYKES Peer Group (as defined below). The New SYKES Peer Group is comprised of publicly traded
companies that derive a substantial portion of their revenues from engagement centers, customer care businesses,
have similar business models to SYKES, and are those most commonly compared to SYKES by industry analysts
following SYKES. This graph assumes that $100 was invested on December 31, 2012 in SYKES common stock, the
NASDAQ Computer and Data Processing Services Index, the NASDAQ Telecommunications Index, the Russell
2000 Index, the S&P Small Cap 600, the Old SYKES Peer Group and the New SYKES Peer Group, including
reinvestment of dividends.
Comparison of Five-Year Cumulative Total Return (in dollars)
SYKES
NASDAQ Computer and Data
Processing Index
NASDAQ Telecommunications
Stocks
Russell 2000 Index
S&P Smallcap 600 Index
New Peer Group
Old Peer Group
$350
$300
$250
$200
$150
$100
$50
$0
SYKES
NASDAQ Computer and Data Processing Index
NASDAQ Telecommunications Stocks
Russell 2000 Index
S&P Smallcap 600 Index
New Peer Group
Old Peer Group
2012
100.00
100.00
100.00
100.00
100.00
100.00
100.00
2013
143.30
143.98
127.29
138.82
141.31
147.61
147.61
2014
154.20
153.94
141.94
145.62
149.45
156.28
156.28
2015
202.23
201.81
134.43
139.19
146.50
186.27
190.58
2016
189.62
219.42
158.07
168.85
185.40
207.94
217.98
2017
206.63
309.09
190.03
193.58
209.93
273.49
285.97
New SYKES Peer Group
Atento S.A.
Convergys Corp.
StarTek, Inc.
Teleperformance
TTEC Holdings, Inc.
Exchange & Ticker Symbol
NYSE: ATTO
NYSE: CVG
NYSE: SRT
NYSE Euronext: RCF
NASDAQ: TTEC
We changed the SYKES Peer Group in 2017 to add Atento S.A. due to its focus on and leadership in Latin America,
which is a significant component of the addressable global customer engagement solutions and services industry.
Atento S.A. is also expected to become a direct competitor to SYKES as it leverages its Latin American footprint to
service the U.S. market. Atento S.A. went public in 2014 on the New York Stock Exchange and now has three-years
of trading history and operating performance as a publicly traded company behind it to warrant its inclusion in the
industry share price performance chart.
There can be no assurance that SYKES’ stock performance will continue into the future with the same or similar
trends depicted in the graph above. SYKES does not make or endorse any predictions as to the future stock
performance.
23
The information contained in the Stock Performance Graph section shall not be deemed to be “soliciting material”
or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the
Securities Exchange Act of 1934, except to the extent that we specifically incorporate it by reference into a
document filed under the Securities Exchange Act of 1934.
Item 6. Selected Financial Data
Selected Financial Data
The following selected financial data has been derived from our consolidated financial statements.
The information below should be read in conjunction with “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” and the accompanying Consolidated Financial Statements and related notes
thereto.
(in thousands, except per share data)
Income Statement Data: (1)
Revenues
Income from operations (2,3,4,5,6,7)
Net income (8)
Net Income Per Common Share: (1)
Basic (2,3,4,5,6,7,8)
Diluted (2,3,4,5,6,7,8)
Weighted Average Common Shares: (1)
Basic
Diluted
Balance Sheet Data: (1,9)
Total assets
Long-term debt
Shareholders' equity
2017
Years Ended December 31,
2015
2014
2016
2013
$ 1,586,008 $ 1,460,037 $ 1,286,340 $ 1,327,523 $ 1,263,460
53,527
37,260
94,264
68,597
92,248
62,390
79,555
57,791
86,891
32,216
$
$
0.77 $
0.76 $
1.49 $
1.48 $
1.64 $
1.62 $
1.36 $
1.35 $
0.87
0.87
41,822
42,141
41,847
42,239
41,899
42,447
42,609
42,814
42,877
42,925
$ 1,327,092 $ 1,236,403 $ 947,772 $ 944,500 $ 950,261
98,000
635,704
75,000
70,000
678,680 658,218
267,000
724,522
275,000
796,479
(1) The amounts for 2017 include the Telecommunications Asset acquisition since the May 31, 2017 acquisition date. The
amounts for 2017 and 2016 include the Clearlink acquisition since the April 1, 2016 acquisition date. The amounts for
2017, 2016 and 2015 include the Qelp acquisition since the July 2, 2015 acquisition date. See Note 2, Acquisitions, for
further information.
(2) The amounts for 2017 include $0.7 million in Telecommunications Asset acquisition-related costs, $0.5 million in other
immaterial acquisition-related costs, a $0.6 million net gain on contingent consideration, a $0.5 million net loss on disposal
of property and equipment, a $5.4 million impairment of long-lived assets and $0.1 million in interest accretion on
contingent consideration.
(3) The amounts for 2016 include $4.6 million in Clearlink acquisition-related costs, a $2.3 million net gain on contingent
consideration, $0.8 million in interest accretion on contingent consideration and a $0.3 million net loss on disposal of
property and equipment.
(4) The amounts for 2015 include a $0.9 million net gain on insurance settlement, $0.6 million loss on liquidation of a foreign
subsidiary, $0.5 million in Qelp acquisition-related costs, $0.4 million in interest accretion on contingent consideration and a
$0.4 million net loss on disposal of property and equipment.
(5) The amounts for 2014 include a $2.0 million net gain on disposal of property and equipment primarily due to the sale of the
land and building in Bismarck, North Dakota and a $0.1 million impairment of long-lived assets.
(6) The amounts for 2013 include $2.1 million in Alpine acquisition-related costs and a $0.2 million net loss on disposal of
property and equipment.
(7) The amounts for 2014 and 2013 include $(0.3) million and $0.3 million, respectively, related to the Exit Plans. See Note 3,
Costs Associated with Exit or Disposal Activities, for further information.
(8) The amounts for 2017 include $32.7 million related to the impact of the 2017 Tax Reform Act.
(9) The Company has not declared cash dividends per common share for any of the five years presented.
24
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This discussion should be read in conjunction with the accompanying Consolidated Financial Statements and the
notes thereto that appear elsewhere in this Annual Report on Form 10-K. The following discussion and analysis
compares the year ended December 31, 2017 (“2017”) to the year ended December 31, 2016 (“2016”), and 2016 to
the year ended December 31, 2015 (“2015”).
The following discussion and analysis and other sections of this document contain forward-looking statements that
involve risks and uncertainties. Words such as “may,” “expects,” “projects,” “anticipates,” “intends,” “plans,”
“believes,” “seeks,” “estimates,” variations of such words, and similar expressions are intended to identify such
forward-looking statements. Similarly, statements that describe our future plans, objectives, or goals also are
forward-looking statements. Future events and actual results could differ materially from the results reflected in
these forward-looking statements, as a result of certain of the factors set forth below and elsewhere in this analysis
and in this Annual Report on Form 10-K for the year ended December 31, 2017 in Item 1.A., “Risk Factors.”
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 to Global 2000
companies and their end customers primarily in the communications, financial services, technology, transportation
and leisure, healthcare, retail 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. 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 99.4%, 99.2%
and 98.1% of consolidated revenues in 2017, 2016 and 2015, 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 includes order processing, payment processing, inventory control,
product delivery and product returns handling. 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.
Revenues from these services is recognized as the services are performed, which is based on either a per minute, per
hour, per call, per transaction or per time and material basis, under a fully executed contractual agreement, and we
record reductions to revenues for contractual penalties and holdbacks for a failure to meet specified minimum
service levels and other performance based contingencies. Revenue recognition is limited to the amount that is not
contingent upon delivery of any future product or service or meeting other specified performance conditions.
Product sales, accounted for within our fulfillment services, are recognized upon shipment to the customer and
satisfaction of all obligations.
Direct salaries and related costs include direct personnel compensation, severance, statutory and other benefits
associated with such personnel and other direct costs associated with providing services to customers.
General and administrative costs include administrative, sales and marketing, occupancy and other costs.
Depreciation, net represents depreciation on property and equipment, net of the amortization of deferred property
grants.
Amortization of intangibles represents amortization of finite-lived intangible assets.
Impairment of long-lived assets, primarily leasehold improvements and equipment in the Americas, was related to
an effort to streamline excess capacity subsequent to the Telecommunications Asset acquisition.
Interest income primarily relates to interest earned on cash and cash equivalents.
25
Interest (expense) includes interest on outstanding borrowings, commitment fees charged on the unused portion of
our revolving credit facility and contingent consideration, as more fully described in this Item 7, under “Liquidity
and Capital Resources.”
Other income (expense), net includes gains and losses on derivative instruments not designated as hedges, foreign
currency transaction gains and losses, gains and losses on the liquidation of foreign subsidiaries and other
miscellaneous income (expense).
Our effective tax rate for the periods presented includes the effects of state income taxes, net of federal tax benefit,
uncertain tax positions, tax holidays, valuation allowance changes, foreign rate differentials, foreign withholding and
other taxes, and permanent differences.
Recent Developments
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 reduces the U.S.
corporate income tax rate from 35% to 21%, effective in 2018. The 2017 Tax Reform Act moves from a worldwide
business taxation approach to a participation exemption regime. The 2017 Tax Reform Act also imposes 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 2017 Tax Reform Act will have an impact on our
consolidated financial results beginning with the fourth quarter of 2017, the period of enactment. This impact, along
with the transitional taxes discussed in Note 20, Income Taxes, of the accompanying “Notes to Consolidated
Financial Statements” is reflected in the Other segment.
Acquisitions
On May 31, 2017, we completed the acquisition of certain assets of a Global 2000 telecommunications service
provider (the “Telecommunications Asset acquisition”), to strengthen and create new partnerships and expand our
geographic footprint in North America. The total purchase price of $7.5 million was funded through cash on hand.
The results of operations of the Telecommunications Asset acquisition have been reflected in the accompanying
Consolidated Statement of Operations since May 31, 2017.
In April 2016, we completed the acquisition of Clear Link Holdings, LLC (“Clearlink”), to expand our suite of
service offerings while creating differentiation in the marketplace, broadening our addressable market opportunity
and extending executive level reach within our existing clients’ organization. We refer to such acquisition herein as
the “Clearlink acquisition.” The total purchase price of $207.9 million was funded by borrowings under our existing
credit facility. The results of operations of Clearlink have been reflected in the accompanying Consolidated
Statements of Operations since April 1, 2016.
In July 2015, we completed the acquisition of Qelp B.V. and its subsidiary (together, known as “Qelp”), to further
broaden and strengthen our service portfolio around digital self-service customer support and extend our reach into
adjacent, but complementary, markets. We refer to such acquisition herein as the “Qelp acquisition.” The total
purchase price of $15.8 million was funded by $9.8 million in cash on hand and contingent consideration with a fair
value of $6.0 million as of July 2, 2015. The results of operations of Qelp have been reflected in the accompanying
Consolidated Statements of Operations since July 2, 2015.
26
Results of Operations
The following table sets forth, for the years indicated, the amounts reflected in the accompanying Consolidated
Statements of Operations as well as the changes between the respective years:
(in thousands)
Revenues
Operating expenses:
Direct salaries and related costs
General and administrative
Depreciation, net
Amortization of intangibles
Impairment of long-lived assets
Total operating expenses
Income from operations
Other income (expense):
Interest income
Interest (expense)
Other income (expense), net
Total other income (expense), net
Income before income taxes
Income taxes
Net income
Years Ended December 31,
2017
2016
$ Change
$ 1,586,008 $ 1,460,037 $ 125,971 $ 1,286,340 $ 173,697
$ Change
2015
2017
2016
1,039,790
376,863
55,972
21,082
5,410
947,677
351,722
49,013
19,377
-
1,499,117 1,367,789
92,248
86,891
92,113 836,516
25,141 297,638
43,752
6,959
14,170
1,705
-
5,410
131,328 1,192,076
94,264
(5,357 )
111,161
54,084
5,261
5,207
-
175,713
(2,016)
696
(7,689)
1,409
(5,584)
607
(5,570)
1,599
(3,364)
89
(2,119 )
(190 )
(2,220 )
668
(2,465 )
(2,484 )
(4,281 )
81,307
49,091
32,216 $
88,884
26,494
62,390 $
(7,577 )
22,597
(30,174 ) $
89,983
21,386
68,597 $
$
(61)
(3,105)
4,083
917
(1,099)
5,108
(6,207)
The following table sets forth, for the years indicated, the amounts presented in the accompanying Consolidated
Statements of Operations as a percentage of revenues:
Years Ended December 31,
2016
2015
2017
Percentage of Revenue:
Revenues
Direct salaries and related costs
General and administrative
Depreciation, net
Amortization of intangibles
Impairment of long-lived assets
Income from operations
Interest income
Interest (expense)
Other income (expense), net
Income before income taxes
Income taxes
Net income
100.0%
65.6
23.8
3.5
1.3
0.3
5.5
0.0
(0.5)
0.1
5.1
3.1
2.0%
100.0 %
64.9
24.1
3.4
1.3
-
6.3
0.0
(0.4 )
0.2
6.1
1.8
4.3 %
100.0 %
65.0
23.1
3.4
1.1
-
7.4
(0.0 )
(0.2 )
(0.2 )
7.0
1.7
5.3 %
27
2017 Compared to 2016
Revenues
(in thousands)
Americas
EMEA
Other
Consolidated
Years Ended December 31,
2016
% of
2017
% of
Revenues
83.6%
16.4%
0.0%
Amount
$ 1,325,643
260,283
82
$ 1,586,008 100.0%
Amount
$ 1,220,818
83.6%
239,089
16.4%
130
0.0%
$ 1,460,037 100.0%
Revenues $ Change
$ 104,825
21,194
(48)
$ 125,971
Consolidated revenues increased $126.0 million, or 8.6%, in 2017 from 2016.
The increase in Americas’ revenues was primarily due to higher volumes from existing clients of $51.3 million, new
client sales of $51.1 million and Clearlink acquisition revenues of $43.1 million, partially offset by end-of-life client
programs of $39.7 million and the negative foreign currency impact of $1.0 million. Revenues from our offshore
operations represented 40.7% of Americas’ revenues, compared to 41.2% in 2016.
The increase in EMEA’s revenues was primarily due to higher volumes from existing clients of $24.9 million and
new client sales of $2.7 million, partially offset by end-of-life client programs of $3.5 million and the negative
foreign currency impact of $2.9 million.
On a consolidated basis, we had 52,600 brick-and-mortar seats as of December 31, 2017, an increase of 4,900 seats
from 2016. Included in this seat count are 2,900 seats associated with the Telecommunications Asset acquisition.
This increase in seats, net of the Telecommunications Asset acquisition additions, reflects seat additions to support
higher projected demand. The capacity utilization rate on a combined basis was 72% in 2017, compared to 75% in
2016. This decrease was primarily due capacity additions owing to higher projected demand and certain operational
inefficiencies.
On a geographic segment basis, 45,400 seats were located in the Americas, an increase of 4,200 seats from 2016,
and 7,200 seats were located in EMEA, an increase of 700 seats from 2016. The capacity utilization rate for the
Americas in 2017 was 71%, compared to 74% in 2016, down primarily due to the aforementioned factors. The
capacity utilization rate for EMEA in 2017 was 81%, compared to 80% in 2016. We expect to rationalize excess
capacity during 2018. We strive to attain a capacity utilization of 85% at each of our locations.
Direct Salaries and Related Costs
Years Ended December 31,
2017
2016
(in thousands)
Americas
EMEA
Consolidated
Amount
% of
Revenues
$ 856,419 64.6%
183,371 70.5%
$1,039,790 65.6%
Amount
$ 779,183
168,494
$ 947,677
% of
Revenues $ Change
Change
in % of
Revenues
63.8%
70.5%
64.9%
$ 77,236 0.8%
14,877 0.0%
$ 92,113 0.7%
The increase of $92.1 million in direct salaries and related costs included a positive foreign currency impact of $8.7
million in the Americas and a positive foreign currency impact of $1.1 million in EMEA.
The increase in Americas’ direct salaries and related costs, as a percentage of revenues, was primarily attributable to
higher compensation costs of 0.5% and higher customer-acquisition advertising costs of 0.5% in connection with
Clearlink’s operations, partially offset by lower communication costs of 0.2%.
EMEA’s direct salaries and related costs, as a percentage of revenues, remained consistent and were primarily
attributable to higher compensation costs of 0.4% and higher other costs of 0.4%, offset by lower fulfillment
materials costs of 0.8%.
28
General and Administrative
(in thousands)
Americas
EMEA
Other
Consolidated
Years Ended December 31,
2017
2016
Amount
% of
Revenues
$ 259,705 19.6%
54,696 21.0%
62,462
-
$ 376,863 23.8%
Amount
$ 240,739
46,635
64,348
$ 351,722
% of
Revenues $ Change
19.7%
19.5%
-
24.1%
$ 18,966
8,061
(1,886)
$ 25,141
Change
in % of
Revenues
-0.1%
1.5%
-
-0.3%
The increase of $25.1 million in general and administrative expenses included a positive foreign currency impact of
$2.7 million in the Americas and a positive foreign currency impact of $1.0 million in EMEA.
The decrease in Americas’ general and administrative expenses, as a percentage of revenues, was primarily
attributable to a reduction in technology costs of 0.2% allocated from corporate and lower technology equipment
and maintenance costs of 0.2%, partially offset by higher compensation costs of 0.2% and higher other costs of
0.1%.
The increase in EMEA’s general and administrative expenses, as a percentage of revenues, was primarily
attributable to a gain on settlement of Qelp’s contingent consideration in the prior period of 1.1%, higher
compensation costs of 0.6% and higher recruiting costs of 0.4%, partially offset by lower advertising and marketing
costs of 0.3% and lower other costs of 0.3%.
The decrease of $1.9 million in Other general and administrative expenses, which includes corporate and other costs,
was primarily attributable to lower merger and integration costs of $3.8 million, lower compensation costs of $2.8
million and lower other costs of $0.1 million, partially offset by a reduction in technology costs of $2.5 million
allocated to the Americas, higher legal and professional fees of $0.9 million, higher severance costs of $0.8 million
and higher charitable contributions of $0.6 million.
29
Depreciation, Amortization and Impairment of Long-Lived Assets
(in thousands)
Depreciation, net:
Americas
EMEA
Other
Consolidated
Amortization of intangibles:
Americas
EMEA
Other
Consolidated
Impairment of long-lived assets:
Americas
EMEA
Other
Consolidated
Years Ended December 31,
2017
2016
Amount
% of
Revenues
Amount
Revenues $ Change
% of
Change
in % of
Revenues
$ 47,730
5,211
3,031
$ 55,972
3.6%
2.0%
-
3.5%
$ 42,436
4,532
2,045
$ 49,013
3.5%
1.9%
-
3.4%
$
$
5,294
679
986
6,959
0.1%
0.1%
-
0.1%
$ 20,144
938
-
$ 21,082
1.5%
0.4%
-
1.3%
$ 18,329
1,048
-
$ 19,377
1.5%
0.4%
-
1.3%
$
$
1,815
(110)
-
1,705
0.0%
0.0%
-
0.0%
$
$
5,410
-
-
5,410
0.4%
0.0%
-
0.3%
$
$
-
-
-
-
0.0%
0.0%
-
0.0%
$
$
5,410
-
-
5,410
0.4%
0.0%
-
0.3%
The increase in depreciation was primarily due to new depreciable fixed assets placed into service supporting site
expansions and infrastructure upgrades as well as the addition of depreciable fixed assets acquired in conjunction
with the April 2016 Clearlink acquisition, partially offset by certain fully depreciated fixed assets.
The increase in amortization was primarily due to the addition of intangible assets acquired in conjunction with the
April 2016 Clearlink acquisition, partially offset by certain fully amortized intangible assets.
See Note 4, Fair Value, of the “Notes to Consolidated Financial Statements” for further information regarding the
impairment of long-lived assets.
Other Income (Expense)
(in thousands)
Interest income
Interest (expense)
Other income (expense), net:
Foreign currency transaction gains (losses)
Gains (losses) on derivative instruments not designated as hedges
Other miscellaneous income (expense)
Total other income (expense), net
Interest income remained consistent with the prior year.
Years Ended December 31,
2017
2016
$ Change
696 $
607 $
89
(7,689) $
(5,570 ) $
(2,119)
(548) $
143
1,814
1,409 $
3,348 $
(2,270 )
521
1,599 $
(3,896)
2,413
1,293
(190)
$
$
$
$
The increase in interest (expense) was primarily due to $216.0 million in borrowings used to acquire Clearlink in
April 2016 as well as an increase in weighted average interest rates on outstanding borrowings, partially offset by a
decrease in the interest accretion on contingent consideration.
The increase in other miscellaneous income (expense) was primarily due to the net investment income (losses)
related to the investments held in rabbi trust. See Note 11, Investments Held in Rabbi Trust, of “Notes to
Consolidated Financial Statements” for further information.
30
Income Taxes
(in thousands)
Income before income taxes
Income taxes
Effective tax rate
Years Ended December 31,
2017
2016
$ Change
$
$
81,307
49,091
$
$
88,884 $
26,494 $
(7,577)
22,597
60.4%
29.8 %
30.6%
% Change
The increase in the effective tax rate in 2017 compared to 2016 is primarily due to a $32.7 million one-time
mandatory deemed repatriation tax on undistributed non-U.S. earnings resulting from the 2017 Tax Reform Act.
This increase in the effective tax rate was partially offset by several other factors including the recognition of $2.0
million of previously unrecognized tax benefits, inclusive of penalties and interest, $1.2 million arising from the
effective settlement of the Canadian Revenue Agency audit and $0.8 million arising from other favorable audit
settlements and statute of limitation expirations. Additionally, we recognized a $0.8 million benefit related to the
increase in anticipated tax credits and reductions in estimated non-deferred foreign income, as well as a $0.3 million
benefit for the release of a valuation allowance where it is more likely than not that the benefit will be realized. We
also recognized a $0.9 million benefit resulting from the adoption of ASU 2016-09 on January 1, 2017. 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.
2016 Compared to 2015
Revenues
(in thousands)
Americas
EMEA
Other
Consolidated
Years Ended December 31,
2016
% of
2015
% of
Amount
$ 1,220,818
239,089
130
$ 1,460,037
Revenues Amount
$ 1,045,415
240,826
99
$ 1,286,340 100.0%
Revenues $ Change
$ 175,403
(1,737)
31
$ 173,697
83.6%
16.4%
0.0%
100.0%
81.3%
18.7%
0.0%
Consolidated revenues increased $173.7 million, or 13.5%, in 2016 from 2015.
The increase in Americas’ revenues was primarily due to Clearlink acquisition revenues of $123.3 million, higher
volumes from existing clients of $92.9 million and new client sales of $8.5 million, partially offset by end-of-life
client programs of $36.6 million and the negative foreign currency impact of $12.7 million. Revenues from our
offshore operations represented 41.2% of Americas’ revenues, compared to 44.5% in 2015.
The decrease in EMEA’s revenues was primarily due to end-of-life client programs of $8.2 million and the negative
foreign currency impact of $8.1 million, partially offset by higher volumes from existing clients of $11.0 million and
new client sales of $3.6 million.
On a consolidated basis, we had 47,700 brick-and-mortar seats as of December 31, 2016, an increase of 6,600 seats
from 2015. Included in this seat count are 1,300 seats associated with Clearlink. This increase in seats, net of
Clearlink additions, was primarily due to seat additions to support higher projected demand. The capacity utilization
rate on a combined basis was 75% in 2016, compared to 79% in 2015. This decrease was due to a significant
increase in the seat count related to projected client demand.
On a geographic segment basis, 41,200 seats were located in the Americas, an increase of 6,100 seats from 2015,
and 6,500 seats were located in EMEA, an increase of 500 seats from 2015. The capacity utilization rate for the
Americas in 2016 was 74%, compared to 79% in 2015, down primarily due to seat additions for higher projected
demand. The capacity utilization rate for EMEA in 2016 was 80%, compared to 85% in 2015, down primarily due
to lower demand in certain existing clients, certain end-of-life client programs and the rationalization of seats in a
highly utilized center due to a planned program expiration. We strive to attain a capacity utilization of 85% at each
of our locations.
31
Excluding Clearlink, we added 7,000 seats on a gross basis in 2016, with total seat count on a net basis for the full
year increasing by 5,300 in 2016 versus 2015.
Direct Salaries and Related Costs
(in thousands)
Americas
EMEA
Consolidated
Years Ended December 31,
2015
2016
% of
% of
Amount
$ 779,183
168,494
$ 947,677
Revenues Amount
$ 664,976
171,540
$ 836,516
63.8%
70.5%
64.9%
Revenues $ Change
$ 114,207
(3,046 )
$ 111,161
63.6%
71.2%
65.0%
Change
in % of
Revenues
0.2%
-0.7%
-0.1%
The increase of $111.2 million in direct salaries and related costs included a positive foreign currency impact of
$13.2 million in the Americas and a positive foreign currency impact of $5.2 million in EMEA.
The increase in Americas’ direct salaries and related costs, as a percentage of revenues, was primarily attributable to
higher customer-acquisition advertising costs of 2.3% in connection with Clearlink’s operations and higher
recruiting costs of 0.2%, partially offset by lower compensation costs of 1.3% driven by Clearlink’s operations
which has lower direct labor costs relative to our mix of business in the prior period, lower communication costs of
0.4%, lower auto tow claim costs of 0.3% and lower other costs of 0.3%.
The decrease in EMEA’s direct salaries and related costs, as a percentage of revenues, was primarily attributable to
lower fulfillment materials costs of 2.2% driven by lower demand in an existing client program and lower postage
costs of 0.6%, partially offset by higher compensation costs of 2.0% driven by a decrease in agent productivity
principally within the technology vertical in the current period and higher other costs of 0.1%.
General and Administrative
(in thousands)
Americas
EMEA
Other
Consolidated
Years Ended December 31,
2015
2016
% of
% of
Amount
$ 240,739
46,635
64,348
$ 351,722
Revenues Amount
$ 193,506
48,869
55,263
$ 297,638
19.7%
19.5%
-
24.1%
Revenues $ Change
$ 47,233
(2,234 )
9,085
$ 54,084
18.5%
20.3%
-
23.1%
Change
in % of
Revenues
1.2%
-0.8%
-
1.0%
The increase of $54.1 million in general and administrative expenses included a positive foreign currency impact of
$3.7 million in the Americas and a positive foreign currency impact of $2.0 million in EMEA.
The increase in Americas’ general and administrative expenses, as a percentage of revenues, was primarily
attributable to higher compensation costs of 0.9% and higher other costs of 0.5%, partially offset by a reduction in
technology costs of 0.2% allocated from corporate.
The decrease in EMEA’s general and administrative expenses, as a percentage of revenues, was primarily
attributable to a gain on settlement of Qelp’s contingent consideration of 1.1%, lower facility-related costs of 0.6%
and lower other costs of 0.1%, partially offset by higher compensation costs of 0.6%, higher consulting costs of
0.2% and higher recruiting costs of 0.2%.
The increase of $9.1 million in Other general and administrative expenses, which includes corporate and other costs,
was primarily attributable to higher merger and integration costs of $4.0 million, higher compensation costs of $2.6
million, a reduction in technology costs of $1.9 million allocated to the Americas, higher software maintenance costs
of $0.5 million and higher consulting costs of $0.3 million, partially offset by lower other costs of $0.2 million.
32
Depreciation and Amortization
(in thousands)
Depreciation, net:
Americas
EMEA
Other
Consolidated
Amortization of intangibles:
Americas
EMEA
Other
Consolidated
Years Ended December 31,
2016
2015
Amount
% of
Revenues
Amount
Revenues $ Change
% of
Change in
% of
Revenues
$ 42,436
4,532
2,045
$ 49,013
3.5%
1.9%
-
3.4%
$ 37,842
4,559
1,351
$ 43,752
3.6%
1.9%
-
3.4%
$
$
4,594
(27 )
694
5,261
-0.1%
0.0%
-
0.0%
$ 18,329
1,048
-
$ 19,377
1.5%
0.4%
-
1.3%
$ 13,648
522
-
$ 14,170
1.3%
0.2%
-
1.1%
$
$
4,681
526
-
5,207
0.2%
0.2%
-
0.2%
The increase in depreciation was primarily due to new depreciable fixed assets placed into service supporting site
expansions as well as the addition of depreciable fixed assets acquired in conjunction with the April 2016 Clearlink
acquisition, partially offset by certain fully depreciated fixed assets.
The increase in amortization was primarily due to the addition of intangible assets acquired in conjunction with the
April 2016 Clearlink acquisition and the July 2015 Qelp acquisition, partially offset by certain fully amortized
intangible assets.
Other Income (Expense)
(in thousands)
Interest income
Interest (expense)
Other income (expense), net:
Foreign currency transaction gains (losses)
Gains (losses) on derivative instruments not designated as hedges
Gains (losses) on liquidation of foreign subsidiaries
Other miscellaneous income (expense)
Total other income (expense), net
Interest income remained consistent with the prior year.
Years Ended December 31,
2016
2015
$ Change
607 $
668 $
(61)
(5,570) $
(2,465 ) $
(3,105)
3,348 $
(2,270)
-
521
1,599 $
(2,924 ) $
1,374
(647 )
(287 )
(2,484 ) $
6,272
(3,644)
647
808
4,083
$
$
$
$
The increase in interest (expense) was primarily due to $216.0 million in borrowings used to acquire Clearlink in
April 2016.
The (loss) on liquidation of foreign subsidiaries in 2015 was due to the substantial liquidation of operations in a
foreign entity. The increase in other miscellaneous income (expense) was primarily due to the net investment
income (losses) related to the investments held in rabbi trust. See Note 11, Investments Held in Rabbi Trust, of
“Notes to Consolidated Financial Statements” for further information.
33
Income Taxes
(in thousands)
Income before income taxes
Income taxes
Effective tax rate
Years Ended December 31,
2016
2015
$ Change
$
$
88,884 $
26,494 $
89,983 $
21,386 $
(1,099)
5,108
29.8%
23.8 %
6.0%
% Change
The increase in the effective tax rate in 2016 compared to 2015 is primarily due to the recognition in the prior period
of a $2.2 million previously unrecognized tax benefit, inclusive of penalties and interest, arising from statute of
limitations expirations and a $1.3 million reversal of a valuation allowance on deferred tax assets where it is more
likely than not the assets will be realized due to the current financial position and results of operations for the current
and preceding years. The increase in the effective tax rate was also affected by several additional factors, including
increases in state taxation along with shifts in earnings among the various jurisdictions in which we operate, none of
which are individually material.
Quarterly Results
The following information presents our unaudited quarterly operating results for 2017 and 2016. The data has been
prepared on a basis consistent with the accompanying Consolidated Financial Statements included elsewhere in this
Annual Report on Form 10-K, and includes all adjustments, consisting of normal recurring accruals, that we
consider necessary for a fair presentation thereof.
(in thousands, except per share data)
Revenues
Operating expenses:
Direct salaries and related costs
General and administrative (1,2,3,4)
Depreciation, net
Amortization of intangibles
Impairment of long-lived assets (5)
Total operating expenses
Income from operations
Other income (expense):
Interest income
Interest (expense) (6)
Other income (expense), net
Total other income (expense), net
Income before income taxes
Income taxes (7)
Net income
Net income (loss) per common share: (8)
Basic
Diluted
Weighted average shares:
Basic
Diluted
12/31/2017 9/30/2017 6/30/2017 3/31/2017 12/31/2016 9/30/2016 6/30/2016 3/31/2016
$ 419,247 $ 407,309 $ 375,438 $ 384,014 $ 389,146 $ 385,743 $ 364,402 $ 320,746
99,199
14,577
5,308
339
276,466 267,516 248,643 247,165
92,054
13,348
5,231
202
395,889 381,080 364,148 358,000
26,014
93,364
14,227
5,293
680
92,246
13,820
5,250
4,189
23,358
26,229
11,290
252,821 249,859 239,442 205,555
80,510
88,922 87,955 94,335
10,784
13,265 13,004 11,960
3,627
5,263
5,254
-
-
-
360,241 356,072 351,000 300,476
20,270
28,905 29,671 13,402
5,233
-
228
(2,104 )
(338 )
(2,214 )
169
(2,021)
64
(1,788)
144
(1,865)
831
(890)
155
(1,699)
852
(692)
178
(1,603)
(1,002)
(2,427)
135
(1,578 )
981
(462 )
141
(1,581)
1,067
(373)
153
(808)
553
(102)
24,441
21,144
38,180
2,746
(17,036 ) $ 21,695 $
25,322
10,400
6,610
1,555
8,845 $ 18,712 $
20,168
26,478 29,209 13,029
3,891
6,214
7,939
9,138 $ 13,954
18,028 $ 21,270 $
8,450
(0.41 ) $
(0.41 ) $
0.52 $
0.52 $
0.21 $
0.21 $
0.45 $
0.45 $
0.43 $
0.43 $
0.51 $
0.50 $
0.22 $
0.22 $
0.33
0.33
41,888
41,888
41,879
42,033
41,854
41,934
41,654
41,905
41,768 41,938 41,970
42,114 42,224 42,101
41,704
42,023
$
$
$
(1) The quarters ended December 31, 2017, September 30, 2017, June 30, 2017 and March 31, 2017 include $0.4 million, $0.3 million, $0.4
million and $0.1 million of acquisition-related costs, respectively, related to the Telecommunications Asset acquisition as well as another
immaterial acquisition. The quarters ended December 31, 2016, September 30, 2016, June 30, 2016 and March 31, 2016 include less than
$0.1 million, $0.2 million, $3.0 million and $1.4 million of Clearlink acquisition-related costs, respectively. See Note 2, Acquisitions, for
further information.
(2) The quarters ended September 30, 2017, June 30, 2017 and March 31, 2017 include (gain) loss on contingent consideration of $0.1 million,
$(0.3) million and $(0.4) million, respectively. The quarters ended December 31, 2016 and September 30, 2016 include (gain) loss on
contingent consideration of $0.5 million and $(2.8) million, respectively. See Note 4, Fair Value, for further information.
(3) The quarters ended December 31, 2017, September 30, 2017, June 30, 2017 and March 31, 2017 include $0.2 million, $0.1 million, $0.1
million and $0.1 million of net loss on disposal of property and equipment, respectively. The quarters ended December 31, 2016,
September 30, 2016 and June 30, 2016 include $0.2 million, $0.1 million and $0.1 million of net loss on disposal of property and
equipment, respectively.
(4) The quarter ended December 31, 2016 includes a $0.2 million (gain) on the sale of fixed assets, land and building located in Morganfield,
Kentucky. See Note 12, Property and Equipment, for further information.
34
(5)
Impairment, primarily leasehold improvements and equipment in the Americas, was related to an effort to streamline excess capacity
subsequent to the Telecommunications Asset acquisition. See Note 4, Fair Value, for further information.
(6) The quarters ended December 31, 2016, September 30, 2016, June 30, 2016 and March 31, 2016 include less than $(0.1) million, $(0.2)
million, $(0.3) million and $(0.2) million of interest accretion on contingent consideration, respectively. See Note 4, Fair Value, for further
information.
(7) The quarter ended December 31, 2017 includes $32.7 million related to the impact of the 2017 Tax Reform Act.
(8) Net income (loss) per basic and diluted common share is computed independently for each of the quarters presented and, therefore, may not
sum to the total for the year.
Business Outlook
For the three months ended March 31, 2018, we anticipate the following financial results:
• Revenues in the range of $407.0 million to $412.0 million;
• Effective tax rate of approximately 28%;
• Fully diluted share count of approximately 42.2 million;
• Diluted earnings per share in the range of $0.15 to $0.18; and
• Capital expenditures in the range of $13.0 million to $16.0 million
For the twelve months ended December 31, 2018, we anticipate the following financial results:
• Revenues in the range of $1,687.0 million to $1,707.0 million;
• Effective tax rate of approximately 21%;
• Fully diluted share count of approximately 42.2 million;
• Diluted earnings per share in the range of $1.54 to $1.67; and
• Capital expenditures in the range of $50.0 million to $55.0 million
Our business outlook reflects the continuation of healthy demand trends. This demand trend spans various verticals,
including financial services, technology, retail and travel. Our implied operating margin, however, reflects the
impact of labor tightness and wage inflation cross-currents primarily in the U.S. that have swiftly broadened in span
and scope given the changes in the economic backdrop in the U.S. spurred in party by the passage of 2017 Tax
Reform Act. We continue to address the challenges in the U.S. through various measures, including shifting some
existing and new client demand to either better positioned facilities, to at-home agent or to other international
geographies, coupled with rationalizing excess capacity as well as negotiating price increases where feasible. Our
first quarter 2018 outlook reflects the above actions and we expect operational improvements from these actions as
the year progresses.
Our revenues and earnings per share assumptions for the first quarter and full year 2018 are based on foreign
exchange rates as of February 2018. 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 first quarter and full-year as discussed above.
We anticipate total other interest income (expense), net of approximately $(0.7) million for the first quarter and
$(3.2) million for the full year 2018. The reduction in interest expense in 2018 versus 2017 largely reflects the
$175.0 million repayment of long-term debt outstanding under 2015 Credit Agreement in January 2018, partially
offset by expectations of planned interest rates increases on the remaining borrowings and increased fees related to
the undrawn portion of the credit facility. The amounts in the other interest income (expense), net, however, exclude
the potential impact of any future foreign exchange gains or losses.
We expect a reduction in our full-year 2018 effective tax rate compared to 2017 due largely to the 2017 Tax Reform
Act, which reduced U.S. corporate income tax rate to 21% from 35%.
Not included in this guidance is the impact of any future acquisitions, share repurchase activities or a potential sale
of previously exited customer engagement centers.
Liquidity and Capital Resources
Our primary sources of liquidity are generally cash flows generated by operating activities and from available
borrowings under our revolving credit facility. We utilize these capital resources to make capital expenditures
35
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 intend similar uses of these
funds.
On August 18, 2011, the Board authorized us to purchase up to 5.0 million shares of our 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. A total of 5.3 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.
During 2017, cash increased $134.8 million from operating activities, $8.0 million from proceeds from issuance of
long-term debt and $0.2 million of proceeds from grants, which was partially offset by $63.3 million used for capital
expenditures, $9.1 million of cash paid for acquisitions, a $5.8 million payment of contingent consideration, a $5.1
million settlement of the net investment hedge, a $5.0 million investment in equity method investees, a $4.8 million
purchase of intangible assets and $3.9 million to repurchase common stock for minimum tax withholding on equity
awards, resulting in a $77.1 million increase in available cash (including the favorable effects of foreign currency
exchange rates on cash and cash equivalents of $31.1 million).
Net cash flows provided by operating activities for 2017 were $134.8 million, compared to $132.8 million in 2016.
The $2.0 million increase in net cash flows from operating activities was due to a net increase of $18.5 million in
cash flows from assets and liabilities and a $13.6 million increase in non-cash reconciling items such as
depreciation, amortization, impairment losses and unrealized foreign currency transaction (gains) losses, net,
partially offset by a $30.1 million decrease in net income. The $18.5 million increase in cash flows from assets and
liabilities was principally a result of a $22.8 million decrease in accounts receivable, a $6.1 million increase in other
liabilities and a $5.7 million decrease in other assets, partially offset by a $12.2 million decrease in deferred revenue
and a $3.9 million increase in taxes receivable, net. The $22.8 million decrease in the change in accounts receivable
was primarily due to the timing of billings and collections in 2017 over 2016.
Capital expenditures, which are generally funded by cash generated from operating activities, available cash
balances and borrowings available under our credit facilities, were $63.3 million for 2017, compared to $78.3
million for 2016, a decrease of $15.0 million. In 2018, we anticipate capital expenditures in the range of $50.0
million to $55.0 million, primarily for new seat additions, facility upgrades, maintenance and systems infrastructure.
On May 12, 2015, we entered into a $440 million revolving credit facility (the “2015 Credit Agreement”) with a
group of lenders and KeyBank National Association, as Lead Arranger, Sole Book Runner and Administrative
Agent, Swing Line Lender and Issuing Lender (“KeyBank”). The 2015 Credit Agreement is subject to certain
borrowing limitations and includes certain customary financial and restrictive covenants. At December 31, 2017,
we were in compliance with all loan requirements of the 2015 Credit Agreement and had $275.0 million of
outstanding borrowings under this facility. On April 1, 2016, we borrowed $216.0 million under the 2015 Credit
Agreement in connection with the acquisition of Clearlink. See Note 2, Acquisitions, of “Notes to Consolidated
Financial Statements” for further information.
In January 2018, we repaid $175.0 million of long-term debt outstanding under our 2015 Credit Agreement,
primarily using funds we repatriated from our foreign subsidiaries, resulting in a remaining outstanding debt balance
of $100.0 million. Our 2018 interest expense will vary based on our usage of the facility and market interest rates.
The 2015 Credit Agreement includes a $200 million alternate-currency sub-facility, a $10 million swingline sub-
facility and a $35 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. We are
not currently aware of any inability of our lenders to provide access to the full commitment of funds that exist under
the 2015 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 2015 Credit Agreement will mature on
May 12, 2020.
Our credit agreements had an average daily utilization of $268.8 million, $222.6 million and $70.0 million during
the years ended December 31, 2017, 2016 and 2015, respectively. During the years ended December 31, 2017, 2016,
and 2015, the related interest expense, including the commitment fee and excluding the amortization of deferred
36
loan fees, was $6.7 million, $4.0 million and $1.3 million, respectively, which represented weighted average interest
rates of 2.5%, 1.8% and 1.9%, respectively.
Borrowings under the 2015 Credit Agreement bear interest at the rates set forth in the 2015 Credit Agreement. In
addition, we are required to pay certain customary fees, including a commitment fee determined quarterly based on
our leverage ratio and due quarterly in arrears and calculated on the average unused amount of the 2015 Credit
Agreement.
The 2015 Credit Agreement is guaranteed by all of our existing and future direct and indirect material U.S.
subsidiaries and secured by a pledge of 100% of the non-voting and 65% of the voting capital stock of all of our
direct foreign subsidiaries and those of the guarantors.
We 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 we paid mandatory
security deposits to Canada as part of this process. The total amount of deposits was $13.8 million as of December
31, 2016 (none at December 31, 2017) and was included in “Deferred charges and other assets” in the
accompanying Consolidated Balance Sheet. As of June 30, 2017, we determined that all material aspects of the
Canadian audit were effectively settled pursuant to ASC 740, Income Taxes. As a result, we recognized an income
tax benefit of $1.2 million, net of the U.S. tax impact, and the deposits were netted against the anticipated liability.
With the effective settlement of the Canadian audit, we have no significant tax jurisdictions under audit; however,
we are currently under audit in several tax jurisdictions. We believe we are adequately reserved for the remaining
audits and their resolution is not expected to have a material impact on our financial condition and results of
operations.
On April 24, 2017, we entered into a definitive Asset Purchase Agreement to purchase certain assets of a Global
2000 telecommunications services provider. The aggregate purchase price of $7.5 million was paid on May 31,
2017, using cash on hand.
As part of the April 2016 Clearlink acquisition, we assumed contingent consideration liabilities related to four
separate acquisitions made by Clearlink in 2015 and 2016, prior to the Clearlink acquisition. The fair value of the
contingent consideration related to these previous acquisitions was $2.8 million as of April 1, 2016 and was based
on achieving targets primarily tied to revenues for varying periods of time during 2016 and 2017. As of October 31,
2017, no contingent consideration liability remained.
As part of the July 2015 Qelp acquisition, we recorded contingent consideration of $6.0 million as part of the
purchase price. On September 26, 2016, we entered into an addendum to the Qelp purchase agreement with the
sellers to settle the outstanding contingent consideration for EUR 4.0 million to be paid by June 30, 2017. We paid
$4.4 million in May 2017 to settle the outstanding contingent consideration obligation.
As of December 31, 2017, we had $343.7 million in cash and cash equivalents, of which approximately 97.5%, or
$335.1 million, was held in international operations. Most of these funds will not be subject to additional taxes if
repatriated to the United States. 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.
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, which is net
of $5.0 million of available tax credits, for our one-time transition tax, of which $3.8 million and $24.5 million were
included in “Income taxes payable” and “Long-term income tax liabilities,” respectively, in the accompanying
Consolidated Balance Sheet as of December 31, 2017. This transition tax liability will be paid over the next eight
years. No additional income taxes have been provided for any remaining outside basis difference inherent in these
foreign subsidiaries as these amounts continue to be indefinitely reinvested in foreign operations.
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 2015 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
detailed in Item 1A, Risk Factors.
37
Off-Balance Sheet Arrangements and Other
At December 31, 2017, 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 Consolidated Balance
Sheets. In addition, we have some client contracts that do not contain contractual provisions for the limitation of
liability, and other client contracts that contain agreed upon exceptions to limitation of liability. We have not
recorded any liability in the accompanying Consolidated Balance Sheets with respect to any client contracts under
which we have or may have unlimited liability.
Contractual Obligations
The following table summarizes our contractual cash obligations at December 31, 2017, and the effect these
obligations are expected to have on liquidity and cash flow in future periods (in thousands):
Payments Due By Period
Total
Less Than
1 Year
1 - 3 Years
3 - 5 Years
After 5
Years
Other
Operating leases (1)
Purchase obligations (2)
Accounts payable (3)
Accrued employee compensation and
benefits (3)
Income taxes payable (4)
Other accrued expenses and current
liabilities (5)
Long-term debt (6)
Long-term income tax liabilities (7)
Other long-term liabilities (8)
$ 243,026 $ 52,518 $ 82,101 $ 52,482 $ 55,925 $
-
-
51,279
32,133
78,199
32,133
26,792
-
128
-
102,893 102,893
2,606
2,606
-
-
-
-
-
-
30,710
30,710
275,000
27,098
6,138
-
-
4,255 15,955
3,314
$ 797,803 $ 272,597 $ 389,880 $ 57,499 $ 75,194 $
-
- 275,000
4,255
-
1,732
458
-
-
634
-
-
-
-
-
-
-
2,633
-
2,633
(1) Amounts represent the expected cash payments under our operating leases.
(2) Amounts represent the expected cash payments under our purchase obligations, which include agreements to purchase goods
or services that are enforceable and legally binding on us and that specify all significant terms, including: fixed or minimum
quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.
Purchase obligations exclude agreements that are cancelable without penalty.
(3) Accounts payable and accrued employee compensation and benefits, which represent amounts due to vendors and
employees payable within one year.
(4) Income taxes payable, which represents amounts due to taxing authorities payable within one year.
(5) Other accrued expenses and current liabilities, which exclude deferred grants, include amounts primarily related to
restructuring costs, legal and professional fees, telephone charges, rent, derivative contracts and other accruals.
(6) Amount represents total outstanding borrowings. See Note 18, Borrowings, to the accompanying Consolidated Financial
Statements.
(7) Long-term income tax liabilities include amounts owed over the next eight years related to our deemed repatriation under
the 2017 Tax Reform Act as well as uncertain tax positions and related penalties and interest as discussed in Note 20,
38
Income Taxes, to the accompanying Consolidated Financial Statements. We cannot make reasonably reliable estimates of
the cash settlement of $2.6 million of the long-term liabilities with the taxing authority; therefore, amounts have been
excluded from payments due by period.
(8) Other long-term liabilities, which exclude deferred income taxes and other non-cash long-term liabilities and pension
obligations. See Note 23, Defined Benefit Pension Plan and Postretirement Benefits, to the accompanying Consolidated
Financial Statements.
Critical Accounting Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in
the United States requires estimations and assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. These estimates and assumptions are based on historical
experience and various other factors that are believed to be reasonable under the circumstances. Actual results could
differ from these estimates under different assumptions or conditions.
We believe the following accounting policies are the most critical since these policies require significant judgment
or involve complex estimations that are important to the portrayal of our financial condition and operating results.
Unless we need to clarify a point to readers, we will refrain from citing specific section references when discussing
the application of accounting principles or addressing new or pending accounting rule changes.
Recognition of Revenue
We recognize revenue in accordance with ASC 605 “Revenue Recognition”. We primarily recognize revenues from
services as the services are performed, which is based on either a per minute, per call, per transaction or per time and
material basis, under a fully executed contractual agreement and record reductions to revenues for contractual
penalties and holdbacks for failure to meet specified minimum service levels and other performance based
contingencies. Revenue recognition is limited to the amount that is not contingent upon delivery of any future
product or service or meeting other specified performance conditions. Product sales, accounted for within our
fulfillment services, are recognized upon shipment to the customer and satisfaction of all obligations.
Allowance for Doubtful Accounts
We maintain allowances for doubtful accounts, $3.0 million as of December 31, 2017, or 0.9% of trade account
receivables, for estimated losses arising from the inability of our customers to make required payments. Our
estimate is based on qualitative and quantitative analyses, including credit risk measurement tools and
methodologies using the publicly available credit and capital market information, a review of the current status of
our trade accounts receivable and historical collection experience of our clients. It is reasonably possible that our
estimate of the allowance for doubtful accounts will change if the financial condition of our customers were to
deteriorate, resulting in a reduced ability to make payments.
Income Taxes
We reduce deferred tax assets by a valuation allowance if, based on the weight of available evidence, both positive
and negative, for each respective tax jurisdiction, it is more likely than not that some portion or all of such deferred
tax assets will not be realized. Available evidence which is considered in determining the amount of valuation
allowance required includes, but is not limited to, our estimate of future taxable income and any applicable tax-
planning strategies. Establishment or reversal of certain valuation allowances may have a significant impact on both
current and future results.
As of December 31, 2017, we determined that a total valuation allowance of $32.4 million was necessary to reduce
U.S. deferred tax assets by $0.9 million and foreign deferred tax assets by $31.5 million, where it was more likely
than not that some portion or all of such deferred tax assets will not be realized. The recoverability of the remaining
net deferred tax asset of $0.7 million as of December 31, 2017 is dependent upon future profitability within each tax
jurisdiction. As of December 31, 2017, based on our estimates of future taxable income and any applicable tax-
planning strategies within various tax jurisdictions, we believe that it is more likely than not that the remaining net
deferred tax assets will be realized.
On December 22, 2017, the 2017 Tax Reform Act was signed into law making significant changes to the Internal
Revenue Code. Changes include, but are not limited to, a federal corporate tax rate decrease from 35% to 21% for
39
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. We have estimated our provision for income taxes in accordance with the 2017 Tax Reform Act
and guidance available as of the date of this filing and as a result have recorded $32.7 million as additional income
tax expense in the fourth quarter of 2017, the period in which the legislation was enacted. The $32.7 million
estimate includes 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.
No additional income taxes have been provided for any remaining outside basis difference inherent in these entities
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 we operate.
On December 22, 2017, the SEC issued Staff Accounting Bulletin No. 118 ("SAB 118") to address the application
of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or
analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of
the 2017 Tax Reform Act. In accordance with SAB 118, we have determined that the deferred tax expense recorded
in connection with the remeasurement of certain deferred tax assets and liabilities and the current tax expense
recorded in connection with the transition tax on the mandatory deemed repatriation of foreign earnings was a
provisional amount and a reasonable estimate at December 31, 2017. Additional work is necessary for a more
detailed analysis of our deferred tax assets and liabilities and our historical foreign earnings as well as potential
correlative adjustments. Any subsequent adjustment to these amounts will be recorded to current tax expense in the
quarter of identification, but no later than one year from the enactment date.
We evaluate tax positions that have been taken or are expected to be taken in our tax returns, and record a liability
for uncertain tax positions in accordance with ASC 740. The calculation of our tax liabilities involves dealing with
uncertainties in the application of complex tax regulations. ASC 740 contains a two-step approach to recognizing
and measuring uncertain tax positions. First, tax positions are recognized if the weight of available evidence
indicates that it is more likely than not that the position will be sustained upon examination, including resolution of
related appeals or litigation processes, if any. Second, the tax position is measured as the largest amount of tax
benefit that has a greater than 50% likelihood of being realized upon settlement. We reevaluate these uncertain tax
positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or
circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in
recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax
provision.
As of December 31, 2017, we had $1.3 million of unrecognized tax benefits, a net decrease of $7.2 million from
$8.5 million as of December 31, 2016. The decrease was primarily due to the effective settlement of the Canadian
Revenue Agency audit. Had we recognized these tax benefits, approximately $1.3 million and $8.5 million and the
related interest and penalties would favorably impact the effective tax rate in 2017 and 2016, respectively. We
anticipate that approximately $0.4 million of the unrecognized tax benefits will be recognized in the next twelve
months due to a lapse in the applicable statute of limitations.
Our provision for income taxes is subject to volatility and is impacted by the distribution of earnings in the various
domestic and international jurisdictions in which we operate. Our effective tax rate could be impacted by earnings
being either proportionally lower or higher in foreign countries where we have tax rates different from the U.S. tax
rates. In addition, we have been granted tax holidays in several foreign tax jurisdictions, which have various
expiration dates ranging from 2019 through 2028. If we are unable to renew a tax holiday in any of these
jurisdictions, our effective tax rate could be adversely impacted. In some cases, the tax holidays expire without
possibility of renewal. In other cases, we expect to renew these tax holidays, but there are no assurances from the
respective foreign governments that they will permit a renewal. The tax holidays decreased the provision for income
taxes by $3.0 million, $3.3 million and $4.0 million for the years ended December 31, 2017, 2016 and 2015,
respectively. Our effective tax rate could also be affected by several additional factors, including changes in the
valuation of our deferred tax assets or liabilities, changing legislation, regulations, and court interpretations that
impact tax law in multiple tax jurisdictions in which we operate, as well as new requirements, pronouncements and
rulings of certain tax, regulatory and accounting organizations.
40
Impairment of Long-Lived Assets
We evaluate the carrying value of property and equipment and intangible assets, which had a carrying value of
$301.1 million as of December 31, 2017, for impairment whenever events or changes in circumstances indicate that
the carrying amount may not be recoverable. An asset is considered to be impaired when the forecasted
undiscounted cash flows of an asset group are estimated to be less than its carrying value. The amount of
impairment recognized is the difference between the carrying value of the asset group and its fair value. Fair value
estimates are based on assumptions concerning the amount and timing of estimated future cash flows and assumed
discount rates. Future adverse changes in market conditions or poor operating results of the underlying investment
could result in losses or an inability to recover the carrying value of the investment and, therefore, might require an
impairment charge in the future.
Impairment of Goodwill
We evaluate goodwill, which had a carrying value of $269.3 million as of December 31, 2017, for impairment at
least annually on July 31st of each year, or whenever events or changes in circumstances indicate that the carrying
amount of such assets may not be recoverable. To assess the realizability of goodwill, we have the option to first
assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that
it is more likely than not that the fair value of a reporting unit is less than its carrying amount. We may elect to forgo
this option and proceed to the quantitative goodwill impairment test.
If we elect to perform the qualitative assessment and it indicates that a significant decline to fair value of a reporting
unit is more likely than not, or if a reporting unit’s fair value has historically been closer to its carrying value, or we
elect to forgo this qualitative assessment, we will proceed to the quantitative goodwill impairment test where we
calculate the fair value of a reporting unit based on discounted future probability-weighted cash flows. If the
quantitative goodwill impairment test indicates that the carrying value of a reporting unit is in excess of its fair
value, we will recognize an impairment loss 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.
We estimate fair value using discounted cash flows of the reporting units. The most significant assumptions used in
these analyses are those made in estimating future cash flows. In estimating future cash flows, we use financial
assumptions in our internal forecasting model such as projected capacity utilization, projected changes in the prices
we charge for our services, projected labor costs, as well as contract negotiation status. The financial and credit
market volatility directly impacts our fair value measurement through our weighted average cost of capital that we
use to determine our discount rate. We use a discount rate we consider appropriate for the country where the
services are being provided. If actual results differ substantially from the assumptions used in performing the
impairment test, the fair value of the reporting units may be significantly lower, causing the carrying value to exceed
the fair value and indicating an impairment has occurred.
Contingencies
We record a liability for pending litigation and claims where losses are both probable and reasonably estimable.
Each quarter, management reviews all litigation and claims on a case-by-case basis and assigns probability of loss
and range of loss.
Other
We have made certain other estimates that, while not involving the same degree of judgment, are important to
understanding our financial statements. These estimates are in the areas of measuring our obligations related to our
defined benefit plans and self-insurance accruals.
New Accounting Standards Not Yet Adopted
See Note 1, Overview and Summary of Significant Accounting Policies, of the accompanying “Notes to
Consolidated Financial Statements” for information related to recent accounting pronouncements.
41
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Foreign Currency Risk
Our earnings and cash flows are subject to fluctuations due to changes in currency exchange rates. We are exposed
to foreign currency exchange rate fluctuations when subsidiaries with functional currencies other than the U.S.
Dollar (“USD”) are translated into our consolidated financial statements. As exchange rates vary, those results,
when translated, may vary from expectations 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 foreign 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 loan 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, 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 December 31, 2017 with counterparties through March 2019 with notional amounts
totaling $168.5 million. As of December 31, 2017, we had net total derivative assets associated with these contracts
with a fair value of $3.3 million, which will settle within the next 15 months. 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 $15.2 million on the underlying exposures of the derivative instruments.
However, this loss would be mitigated by corresponding gains on the underlying exposures.
We had forward exchange contracts with notional amounts totaling $9.3 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 December 31, 2017, the fair value of these derivatives was a net asset of $0.2 million.
The potential loss in fair value at December 31, 2017 for these contracts resulting from a hypothetical 10% adverse
change in the foreign currency exchange rates is approximately $1.9 million. However, this loss would be mitigated
by corresponding gains on the underlying exposures.
We had embedded derivative contracts with notional amounts totaling $13.5 million that are not designated as
hedges. As of December 31, 2017, the fair value of these derivatives was a net liability of $0.5 million. The potential
loss in fair value at December 31, 2017 for these contracts resulting from a hypothetical 10% adverse change in the
foreign currency exchange rates is approximately $2.2 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.
42
Interest Rate Risk
Our exposure to interest rate risk results from variable debt outstanding under our revolving credit facility. We pay
interest on outstanding borrowings at interest rates that fluctuate based upon changes in various base rates. As of
December 31, 2017, we had $275.0 million in borrowings outstanding under the revolving credit facility. Based on
our level of variable rate debt outstanding during the year ended December 31, 2017, a one-point increase in the
weighted average interest rate, which generally equals the LIBOR rate plus an applicable margin, would have had a
$2.7 million impact on our results of operations. In January 2018, we repaid $175.0 million of long-term debt
outstanding under our 2015 Credit Agreement, resulting in a remaining outstanding debt balance of $100.0 million.
Our 2018 interest expense will vary based on our usage of the facility and market interest rates.
We have not historically used derivative instruments to manage exposure to changes in interest rates.
Item 8. Financial Statements and Supplementary Data
The financial statements and supplementary data required by this item are located beginning on page 51 and page 34
of this report, respectively.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated
the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the
Securities Exchange Act of 1934, as of December 31, 2017. Based on that evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31,
2017.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as
defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
We assessed the effectiveness of our internal control over financial reporting as of December 31, 2017. In making
this assessment, we used the criteria established in Internal Control — Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment, management
believes that, as of December 31, 2017, our internal control over financial reporting was effective.
Attestation Report of Independent Registered Public Accounting Firm
Our independent registered public accounting firm has issued an attestation report on our internal control over
financial reporting. This report appears on page 44.
Changes to Internal Control Over Financial Reporting
There were no changes in our internal controls over financial reporting during the quarter ended December 31, 2017
that have materially affected, or are reasonably likely to materially affect, our internal controls over financial
reporting.
43
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Sykes Enterprises, Incorporated
Tampa, Florida
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Sykes Enterprises, Incorporated and subsidiaries
(the "Company") as of December 31, 2017, based on criteria established in Internal Control — Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In
our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as
of December 31, 2017, based on the criteria established in Internal Control — Integrated Framework (2013) issued
by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated financial statements and schedule as of and for the year ended December 31,
2017 of the Company and our report dated March 1, 2018 expressed an unqualified opinion on those financial
statements and schedule.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for
its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on
the Company's internal control over financial reporting based on our audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting
was maintained in all material respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company's internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of the effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
/s/ Deloitte & Touche LLP
Certified Public Accountants
Tampa, Florida
March 1, 2018
44
Item 9B. Other Information
None.
Item 10. Directors, Executive Officers and Corporate Governance
PART III
The information required by this Item, with the exception of information on Executive Officers which appears in
this report in Item 1 under the caption “Executive Officers,” will be set forth in our Proxy Statement for the 2018
Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended
December 31, 2017 and is incorporated herein by reference.
Our Board of Directors has adopted a code of ethics that applies to all of our employees, officers and directors,
including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. The
full text of our code of ethics is posted on the investor relations page on our website which is located at
http://investor.sykes.com under the heading “Documents & Charters” of the “Corporate Governance” section. We
will post any amendments to our code of ethics, or waivers of its requirements, on our website.
Item 11. Executive Compensation
The information required by this Item will be set forth in our Proxy Statement and is incorporated herein by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The information required by this Item will be set forth in our Proxy Statement and is incorporated herein by
reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item will be set forth in our Proxy Statement and is incorporated herein by
reference.
Item 14. Principal Accounting Fees and Services
The information required by this Item will be set forth in our Proxy Statement and is incorporated herein by
reference.
45
PART IV
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this report:
Consolidated Financial Statements
The Index to Consolidated Financial Statements is set forth on page 51 of this report.
Financial Statements Schedule
Schedule II — Valuation and Qualifying Accounts is set forth on page 108 of this report.
Other schedules have been omitted because they are not required or applicable or the information is included in the
Consolidated Financial Statements or notes thereto.
Exhibits:
Exhibit
Number
2.1 (P)
2.2
2.3
2.4
3.1
3.2
3.3
3.4
4.1 (P)
10.1 *
10.2 *
Exhibit Description
Articles of Merger between Sykes Enterprises, Incorporated, a North Carolina Corporation, and
Sykes Enterprises, Incorporated, a Florida Corporation, dated March 1, 1996. (Incorporated herein
by reference from exhibit to Form S-1, Registration No. 333-2324.)
Agreement and Plan of Merger, dated as of October 5, 2009, among ICT Group, Inc., Sykes
Enterprises, Incorporated, SH Merger Subsidiary I, Inc., and SH Merger Subsidiary II, LLC.
(Incorporated herein by reference from Exhibit 2.1 to Form 8-K filed on October 9, 2009.)
Agreement and Plan of Merger, dated as of July 27, 2012, by and among Sykes Enterprises,
Incorporated, Sykes Acquisition Subsidiary II, Inc., Alpine Access, Inc., and Shareholder
Representative Services LLC. (Incorporated herein by reference from Exhibit 2.1 to Form 8-K filed
on July 30, 2012.)
Agreement and Plan of Merger, dated as of March 6, 2016, by and among Sykes Enterprises,
Incorporated, Sykes Acquisition Corporation II, Inc., Clear Link Holdings, LLC, and Pamlico
Capital Management, L.P. (Incorporated herein by reference from Exhibit 2.1 to Form 8-K filed on
March 8, 2016.)
Articles of Incorporation of Sykes Enterprises, Incorporated, as amended. (Incorporated herein by
reference from Exhibit 3.1 to Form S-3, Registration No. 333-38513, filed on October 23, 1997.)
Articles of Amendment to Articles of Incorporation of Sykes Enterprises, Incorporated, as amended.
(Incorporated herein by reference from Exhibit 3.2 to Form 10-K filed on March 29, 1999.)
Bylaws of Sykes Enterprises, Incorporated, as amended. (Incorporated herein by reference from
Exhibit 3.3 to Form 10-K filed on March 23, 2005.)
Amendment to Bylaws of Sykes Enterprises, Incorporated. (Incorporated herein by reference from
Exhibit 3.1 to Form 8-K filed on March 24, 2014.)
Specimen certificate for the Common Stock of Sykes Enterprises, Incorporated. (Incorporated herein
by reference from exhibit to Form S-1, Registration No. 333-2324.)
2004 Non-Employee Directors’ Fee Plan. (Incorporated herein by reference from Exhibit 10.1 to
Form 10-Q filed on August 9, 2004.)
First Amended and Restated 2004 Non-Employee Director’s Fee Plan. (Incorporated herein by
reference from Exhibit 10.1 to Form 10-Q filed on May 7, 2008.)
46
Exhibit
Number
10.3 *
10.4 *
10.5 *
10.6 *
10.7 (P)*
10.8 (P)*
10.9 (P)
10.10 *
10.11 *
10.12 *
10.13 *
10.14 *
10.15 *
10.16 *
10.17 *
10.18 *
10.19 *
10.20 *
Exhibit Description
Second Amended and Restated 2004 Non-Employee Director’s Fee Plan. (Incorporated herein by
reference from Exhibit 10.1 to Form 10-Q filed on November 5, 2008.)
Third Amended and Restated 2004 Non-Employee Director’s Fee Plan. (Incorporated herein by
reference from Exhibit “A” to the Proxy Statement filed on April 22, 2009.)
Fourth Amended and Restated 2004 Non-Employee Director Fee Plan. (Incorporated herein by
reference from Exhibit 10.1 to Form 10-Q filed on August 9, 2011.)
Fifth Amended and Restated 2004 Non-Employee Director Fee Plan. (Incorporated herein by
reference from Exhibit 1 to the Proxy Statement filed on April 17, 2012.)
Form of Split Dollar Plan Documents. (Incorporated herein by reference from exhibit to Form S-1,
Registration No. 333-2324.)
Form of Split Dollar Agreement. (Incorporated herein by reference from exhibit to Form S-1,
Registration No. 333-2324.)
Form of Indemnity Agreement between Sykes Enterprises, Incorporated and directors & executive
officers. (Incorporated herein by reference from exhibit to Form S-1, Registration No. 333-2324.)
2001 Equity Incentive Plan. (Incorporated herein by reference from Exhibit 10.32 to Form 10-Q
filed on May 7, 2001.)
Form of Restricted Share And Stock Appreciation Right Award Agreement dated as of March 29,
2006. (Incorporated herein by reference from Exhibit 99.1 to Form 8-K filed on April 4, 2006.)
Form of Restricted Share And Bonus Award Agreement dated as of March 29, 2006. (Incorporated
herein by reference from Exhibit 99.2 to Form 8-K filed on April 4, 2006.)
Form of Restricted Share Award Agreement dated as of May 24, 2006. (Incorporated herein by
reference from Exhibit 99.1 to Form 8-K filed on May 31, 2006.)
Form of Restricted Share And Stock Appreciation Right Award Agreement dated as of January 2,
2007. (Incorporated herein by reference from Exhibit 99.1 to Form 8-K filed on December 28,
2006.)
Form of Restricted Share Award Agreement dated as of January 2, 2007. (Incorporated herein by
reference from Exhibit 99.2 to Form 8-K filed on December 28, 2006.)
Form of Restricted Share and Stock Appreciation Right Award Agreement dated as of January 2, 2008.
(Incorporated herein by reference from Exhibit 99.1 to Form 8-K filed on January 8, 2008.)
2011 Equity Incentive Plan. (Incorporated herein by reference from Exhibit 10.17 to Form 10-K
filed on February 29, 2016.)
Founder’s Retirement and Consulting Agreement dated December 10, 2004 between Sykes
Enterprises, Incorporated and John H. Sykes. (Incorporated herein by reference from Exhibit 99.1 to
Form 8-K filed on December 16, 2004.)
Amended and Restated Employment Agreement dated as of December 30, 2008 between Sykes
Enterprises, Incorporated and Charles E. Sykes. (Incorporated herein by reference from Exhibit
10.26 to Form 10-K filed on March 10, 2009.)
Amended and Restated Employment Agreement dated as of December 29, 2008 between Sykes
Enterprises, Incorporated and Jenna R. Nelson. (Incorporated herein by reference from Exhibit 10.31
to Form 10-K filed on March 10, 2009.)
47
Exhibit
Number
10.21 *
10.22 *
10.23 *
10.24
10.25
10.26 *
10.27 *
10.28 *
10.29 *
10.30 *
10.31 *
10.32 *
10.33 *
10.34 *
Exhibit Description
Amended and Restated Employment Agreement dated as of December 29, 2008 between Sykes
Enterprises, Incorporated and James T. Holder. (Incorporated herein by reference from Exhibit 10.37
to Form 10-K filed on March 10, 2009.)
Amended and Restated Employment Agreement dated as of December 29, 2008 between Sykes
Enterprises, Incorporated and William N. Rocktoff. (Incorporated herein by reference from Exhibit
10.38 to Form 10-K filed on March 10, 2009.)
Amended and Restated Employment Agreement dated as of December 29, 2008 between Sykes
Enterprises, Incorporated and David L. Pearson. (Incorporated herein by reference from Exhibit
10.43 to Form 10-K filed on March 10, 2009.)
Lease Agreement, dated January 25, 2008, Lease Amendment Number One and Lease Amendment
Number Two dated February 12, 2008 and May 28, 2008 respectively, between Sykes Enterprises,
Incorporated and Kingstree Office One, LLC. (Incorporated herein by reference from Exhibit 99.1 to
Form 8-K filed on May 29, 2008.)
Credit Agreement, dated May 12, 2015, between Sykes Enterprises, Incorporated, the lenders party
thereto and KeyBank National Association, as Lead Arranger, Sole Book Runner and Administrative
Agent. (Incorporated herein by reference from Exhibit 10.1 to Form 8-K filed on May 13, 2015.)
Employment Agreement, dated as of September 13, 2012, between Sykes Enterprises, Incorporated
and Lawrence R. Zingale. (Incorporated herein by reference from Exhibit 99.2 to Form 8-K filed on
September 19, 2012.)
Sykes Enterprises, Incorporated Deferred Compensation Plan Amended and Restated as of January
1, 2014. (Incorporated herein by reference from Exhibit 10.35 to Form 10-K filed on February 19,
2015.)
Employment Agreement, dated as of April 15, 2014, between Sykes Enterprises, Incorporated and
John Chapman. (Incorporated herein by reference from Exhibit 99.1 to Form 8-K filed on April 15,
2014.)
Employment Agreement, dated as of October 29, 2014, between Sykes Enterprises, Incorporated and
Andrew Blanchard. (Incorporated herein by reference from Exhibit 10.37 to Form 10-K filed on
February 19, 2015.)
Employment Agreement, dated as of October 29, 2016, between Sykes Enterprises, Incorporated and
James D. Farnsworth. (Incorporated herein by reference from Exhibit 10.36 to Form 10-K filed on
March 1, 2017.)
Amended and Restated Sykes Enterprises, Incorporated Deferred Compensation Plan, effective as of
January 1, 2016. (Incorporated herein by reference from Exhibit 10.37 to Form 10-K filed on
March 1, 2017.)
First Amendment to the Amended and Restated Sykes Enterprises, Incorporated Deferred
Compensation Plan, effective as of June 30, 2016. (Incorporated herein by reference from Exhibit
10.38 to Form 10-K filed on March 1, 2017.)
Second Amendment to the Amended and Restated Sykes Enterprises, Incorporated Deferred
Compensation Plan, effective as of January 1, 2017. (Incorporated herein by reference from Exhibit
10.39 to Form 10-K filed on March 1, 2017.)
Third Amendment to the Amended and Restated Sykes Enterprises, Incorporated Deferred
Compensation Plan, effective as of January 1, 2017. (Incorporated herein by reference from Exhibit
10.1 to Form 10-Q filed on August 9, 2017.)
48
Exhibit
Number
10.35 *
10.36 *
21.1 +
23.1 +
24.1 +
31.1 +
31.2 +
32.1 ++
32.2 ++
Exhibit Description
Fourth Amendment to the Amended and Restated Sykes Enterprises, Incorporated Deferred
Compensation Plan, effective as of July 1, 2017. (Incorporated herein by reference from Exhibit 10.2
to Form 10-Q filed on August 9, 2017.)
Amended and Restated Sykes Enterprises, Incorporated Deferred Compensation Plan, effective as of
January 1, 2018. (Incorporated herein by reference from Exhibit 10.1 to Form 10-Q filed on
November 9, 2017.)
List of subsidiaries of Sykes Enterprises, Incorporated.
Consent of Independent Registered Public Accounting Firm.
Power of Attorney relating to subsequent amendments (included on the signature page of this report).
Certification of Chief Executive Officer, pursuant to Rule 13a-14(a).
Certification of Chief Financial Officer, pursuant to Rule 13a-14(a).
Certification of Chief Executive Officer, pursuant to Section 1350.
Certification of Chief Financial Officer, pursuant to Section 1350.
101.INS +,# XBRL Instance Document
101.SCH +,# XBRL Taxonomy Extension Schema Document
101.CAL +,# XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB +,# XBRL Taxonomy Extension Label Linkbase Document
101.PRE +,# XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF +,# XBRL Taxonomy Extension Definition Linkbase Document
*
+
++
#
(P)
Indicates management contract or compensatory plan or arrangement.
Filed herewith.
Furnished herewith.
Submitted electronically with this Annual Report.
This exhibit has been paper filed and is not subject to the hyperlinking requirements of Item 601 of
Regulation S-K.
Item 16. Form 10-K Summary
Not Applicable.
49
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, and
State of Florida, on this 1st day of March 2018.
SYKES ENTERPRISES, INCORPORATED
(Registrant)
By: /s/ John Chapman
John Chapman
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the dates indicated. Each person whose
signature appears below constitutes and appoints John Chapman his true and lawful attorney-in-fact and agent, with
full power of substitution and revocation, for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments to this report and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents,
and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to
be done in connection therewith, as fully to all intents and purposes as he might or should do in person, thereby
ratifying and confirming all that said attorneys-in-fact and agents, or either of them, may lawfully do or cause to be
done by virtue hereof.
Signature
Title
Date
Chairman of the Board
March 1, 2018
President and Chief Executive Officer and
Director (Principal Executive Officer)
Director
/s/ Lt. Gen. Michael P. Delong (Ret.)
Lt. Gen. Michael P. Delong (Ret.)
Director
/s/ James S. MacLeod
James S. MacLeod
/s/ Charles E. Sykes
Charles E. Sykes
/s/ Vanessa C.L. Chang
Vanessa C.L. Chang
/s/ Carlos E. Evans
Carlos E. Evans
/s/ Lorraine L. Lutton
Lorraine L. Lutton
/s/ William J. Meurer
William J. Meurer
/s/ William D. Muir, Jr.
William D. Muir, Jr.
/s/ Paul L. Whiting
Paul L. Whiting
/s/ John Chapman
John Chapman
Director
Director
Director
Director
Director
March 1, 2018
March 1, 2018
March 1, 2018
March 1, 2018
March 1, 2018
March 1, 2018
March 1, 2018
March 1, 2018
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
March 1, 2018
50
Table of Contents
Report of Independent Registered Public Accounting Firm .........................................................................
Consolidated Balance Sheets as of December 31, 2017 and 2016 ...............................................................
Consolidated Statements of Operations for the Years Ended December 31, 2017, 2016 and 2015 .............
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2017,
2016 and 2015 .........................................................................................................................................
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2017,
2016 and 2015 .........................................................................................................................................
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 2015 ............
Notes to Consolidated Financial Statements.................................................................................................
Page No.
52
53
54
55
56
57
59
51
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Sykes Enterprises, Incorporated
Tampa, Florida
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Sykes Enterprises, Incorporated and subsidiaries
(the “Company”) as of December 31, 2017 and 2016, the related consolidated statements of operations,
comprehensive income (loss), changes in shareholders’ equity, and cash flows for each of the three years in the
period ended December 31, 2017, and the related notes and the schedule listed in the Index at Item 15 (collectively
referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations
and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with accounting
principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2017, based on the
criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission and our report dated March 1, 2018, expressed an unqualified opinion
on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on the Company’s financial statements based on our audits. 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.
Certified Public Accountants
Tampa, Florida
March 1, 2018
We have served as the Company’s auditor since 2001.
52
SYKES ENTERPRISES, INCORPORATED AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except per share data)
Assets
Current assets:
Cash and cash equivalents
Receivables, net
Prepaid expenses
Other current assets
Total current assets
Property and equipment, net
Goodwill, net
Intangibles, net
Deferred charges and other assets
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable
Accrued employee compensation and benefits
Income taxes payable
Deferred revenue
Other accrued expenses and current liabilities
Total current liabilities
Deferred grants
Long-term debt
Long-term income tax liabilities
Other long-term liabilities
Total liabilities
Commitments and loss contingency (Note 22)
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; 42,899 and
42,895 shares issued, respectively
Additional paid-in capital
Retained earnings
Accumulated other comprehensive income (loss)
Treasury stock at cost: 117 and 362 shares, respectively
Total shareholders' equity
December 31, 2017 December 31, 2016
$
$
$
$
343,734 $
341,958
22,132
19,743
727,567
160,790
269,265
140,277
29,193
1,327,092 $
32,133 $
102,899
2,606
34,717
30,888
203,243
3,233
275,000
27,098
22,039
530,613
266,675
318,558
21,973
16,030
623,236
156,214
265,404
153,055
38,494
1,236,403
29,163
92,552
4,487
38,736
37,919
202,857
3,761
267,000
19,326
18,937
511,881
-
-
429
282,385
546,843
(31,104 )
(2,074 )
796,479
1,327,092 $
429
281,357
518,611
(67,027)
(8,848)
724,522
1,236,403
See accompanying Notes to Consolidated Financial Statements.
53
SYKES ENTERPRISES, INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Operations
(in thousands, except per share data)
Revenues
Operating expenses:
Direct salaries and related costs
General and administrative
Depreciation, net
Amortization of intangibles
Impairment of long-lived assets
Total operating expenses
Income from operations
Other income (expense):
Interest income
Interest (expense)
Other income (expense), net
Total other income (expense), net
Income before income taxes
Income taxes
Net income
Net income per common share:
Basic
Diluted
Weighted average common shares outstanding:
Basic
Diluted
Years Ended December 31,
2016
1,460,037 $
2017
1,586,008 $
$
1,039,790
376,863
55,972
21,082
5,410
1,499,117
86,891
947,677
351,722
49,013
19,377
-
1,367,789
92,248
696
(7,689)
1,409
(5,584)
81,307
49,091
32,216 $
607
(5,570 )
1,599
(3,364 )
88,884
26,494
62,390 $
2015
1,286,340
836,516
297,638
43,752
14,170
-
1,192,076
94,264
668
(2,465)
(2,484)
(4,281)
89,983
21,386
68,597
0.77 $
0.76 $
1.49 $
1.48 $
1.64
1.62
41,822
42,141
41,847
42,239
41,899
42,447
$
$
$
See accompanying Notes to Consolidated Financial Statements.
54
SYKES ENTERPRISES, INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (Loss)
(in thousands)
Net income
Other comprehensive income (loss), net of taxes:
Foreign currency translation gain (loss), net of taxes
Unrealized gain (loss) on net investment hedges, net of taxes
Unrealized gain (loss) on cash flow hedging instruments,
net of taxes
Unrealized actuarial gain (loss) related to pension liability,
net of taxes
Unrealized gain (loss) on postretirement obligation, net of taxes
Other comprehensive income (loss), net of taxes
Years Ended December 31,
2016
2015
2017
$
32,216 $
62,390 $
68,597
36,078
(5,220)
(13,792 )
2,096
(36,525)
3,894
4,696
(1,698 )
(416)
449
(80)
35,923
96
(67 )
(13,365 )
21
(75)
(33,101)
Comprehensive income (loss)
$
68,139 $
49,025 $
35,496
See accompanying Notes to Consolidated Financial Statements.
55
SYKES ENTERPRISES, INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Changes in Shareholders’ Equity
(in thousands)
Balance at January 1, 2015
Stock-based compensation expense
Excess tax benefit from
stock-based compensation
Issuance of common stock under equity
award plans, net of forfeitures
Shares repurchased for tax withholding on
equity awards
Repurchase of common stock
Retirement of treasury stock
Comprehensive income (loss)
Balance at December 31, 2015
Stock-based compensation expense
Excess tax benefit from
stock-based compensation
Issuance of common stock under equity
award plans, net of forfeitures
Shares repurchased for tax withholding on
equity awards
Repurchase of common stock
Retirement of treasury stock
Comprehensive income (loss)
Balance at December 31, 2016
Cumulative effect of accounting change
Stock-based compensation expense
Issuance of common stock under equity
award plans, net of forfeitures
Shares repurchased for tax withholding on
equity awards
Retirement of treasury stock
Comprehensive income (loss)
Balance at December 31, 2017
Common Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss) Treasury Stock
Total
433 $279,288 $400,514 $
-
8,749
-
(20,561 ) $
-
(1,456) $658,218
8,749
-
Shares
Issued Amount
43,291 $
-
-
477
-
5
422
166
-
-
-
-
-
422
(171)
-
(129)
-
(854)
-
42,785
-
(3,325)
-
(1)
-
(9)
-
-
-
(9,920) (10,786)
- 68,597
428 275,380 458,325
-
- 10,779
-
-
-
(33,101 )
(53,662 )
-
-
(3,326)
(20,879) (20,879)
-
20,715
- 35,496
(1,791) 678,680
- 10,779
-
-
2,098
425
4
190
-
-
-
-
-
2,098
(194)
-
(169)
-
(146)
-
42,895
-
-
(2)
-
(1)
-
(4,914)
-
(2,176)
-
-
(2,104)
- 62,390
429 281,357 518,611
(153)
232
-
7,621
-
-
-
-
-
(13,365 )
(67,027 )
-
-
-
4,281
(4,916)
(11,144) (11,144)
-
- 49,025
(8,848) 724,522
79
7,621
-
-
386
4
250
-
-
(254)
-
(132)
(250)
-
42,899 $
(1)
(3)
-
(3,881)
(3,194)
-
(3,831)
- 32,216
429 $282,385 $546,843 $
-
-
35,923
(31,104 ) $
-
7,028
(3,882)
-
- 68,139
(2,074) $796,479
See accompanying Notes to Consolidated Financial Statements.
56
SYKES ENTERPRISES, INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation
Amortization of intangibles
Amortization of deferred grants
Impairment losses
Unrealized foreign currency transaction (gains) losses, net
Stock-based compensation expense
Deferred income tax provision (benefit)
Net (gain) loss on disposal of property and equipment
Write-downs (recoveries) of value added tax receivables
Unrealized (gains) losses and premiums on financial instruments,
net
Foreign exchange (gain) loss on liquidation of foreign
entities
Amortization of deferred loan fees
Net (gain) on insurance settlement
Proceeds from business interruption insurance settlement
Imputed interest expense and fair value adjustments to
contingent consideration
Other
Changes in assets and liabilities, net of acquisitions:
Receivables
Prepaid expenses
Other current assets
Deferred charges and other assets
Accounts payable
Income taxes receivable / payable
Accrued employee compensation and benefits
Other accrued expenses and current liabilities
Deferred revenue
Other long-term liabilities
Net cash provided by operating activities
Cash flows from investing activities:
Capital expenditures
Cash paid for business acquisitions, net of cash acquired
Proceeds from property and equipment insurance settlement
Net investment hedge settlement
Purchase of intangible assets
Investment in equity method investees
Other
Net cash (used for) investing activities
Years Ended December 31,
2016
2015
2017
$
32,216 $
62,390 $
68,597
56,482
21,082
(716)
5,410
(4,671)
7,621
7,908
474
-
(98)
(80)
269
-
-
(529)
46
(10,154)
(221)
(1,433)
(930)
7,286
1,137
5,101
(5,548)
(5,866)
20,003
134,789
(63,344)
(9,075)
-
(5,122)
(4,825)
(5,012)
19
(87,359)
49,600
19,377
(845 )
-
(1,104 )
10,779
2,339
314
(148 )
44,515
14,170
(973)
-
318
8,749
2,515
381
-
521
1,028
(25 )
269
-
-
(1,496 )
(12 )
(32,905 )
(3,587 )
(3,398 )
(1,286 )
(2,938 )
4,999
15,699
5,090
6,343
2,850
132,826
(78,342 )
(205,324 )
-
10,339
(10 )
-
488
(272,849 )
720
403
(919)
156
408
172
2,499
(3,040)
(6,972)
1,951
(124)
(5,666)
(1,481)
(1,564)
(2,559)
(2,398)
120,886
(49,662)
(9,370)
1,490
-
-
-
584
(56,958)
57
SYKES ENTERPRISES, INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Continued)
(in thousands)
Cash flows from financing activities:
Payments of long-term debt
Proceeds from issuance of long-term debt
Cash paid for repurchase of common stock
Proceeds from grants
Payments of short-term debt
Shares repurchased for tax withholding on equity awards
Cash paid for loan fees related to long-term debt
Payments of contingent consideration related to acquisitions
Net cash provided by (used for) financing activities
Years Ended December 31,
2016
2015
2017
-
8,000
-
163
-
(3,882)
-
(5,760)
(1,479)
(19,000 )
216,000
(11,144 )
202
-
(4,916 )
-
(1,396 )
179,746
(10,000)
5,000
(20,879)
670
(323)
(3,326)
(962)
-
(29,820)
Effects of exchange rates on cash and cash equivalents
31,108
(8,406 )
(13,887)
Net increase in cash and cash equivalents
77,059
31,317
20,221
Cash and cash equivalents – beginning
266,675
235,358
215,137
Cash and cash equivalents – ending
Supplemental disclosures of cash flow information:
Cash paid during period for interest
Cash paid during period for income taxes
Non-cash transactions:
Property and equipment additions in accounts payable
Unrealized gain (loss) on postretirement obligation in
accumulated other comprehensive income (loss)
$
$
$
$
$
343,734 $
266,675 $
235,358
6,680 $
24,342 $
4,003 $
18,764 $
1,476
30,467
6,056 $
10,692 $
4,941
(80) $
(67 ) $
(75)
See accompanying Notes to Consolidated Financial Statements.
58
SYKES ENTERPRISES, INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1. Overview and Summary of Significant Accounting Policies
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 to Global 2000 companies and their end
customers primarily within the communications, financial services, technology, transportation and leisure,
healthcare, retail 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 includes order processing, payment processing, inventory
control, product delivery and product returns handling. The Company has operations in two reportable segments
entitled (1) the Americas, which includes the United States, Canada, Latin America, Australia and the Asia Pacific
Rim, 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; 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 reduces the United
States (“U.S.”) corporate income tax rate from 35% to 21%, effective in 2018. The 2017 Tax Reform Act moves
from a worldwide business taxation approach to a participation exemption regime. The 2017 Tax Reform Act also
imposes 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 2017 Tax Reform Act will have an impact on the
consolidated financial results beginning with the fourth quarter of 2017, the period of enactment. This impact, along
with the transitional taxes discussed in Note 20, Income Taxes, is reflected in the Other segment.
Acquisitions
On May 31, 2017, the Company completed the acquisition of certain assets of a Global 2000 telecommunications
services provider, pursuant to a definitive Asset Purchase Agreement (the “Purchase Agreement”) entered into on
April 24, 2017 (the “Telecommunications Asset acquisition”). The Company has reflected the Telecommunications
Asset acquisition’s results in the Consolidated Financial Statements since May 31, 2017. See Note 2, Acquisitions,
for additional information on the acquisition.
In April 2016, the Company completed the acquisition of Clear Link Holdings, LLC (“Clearlink”), pursuant to a
definitive Agreement and Plan of Merger (the “Merger Agreement”), dated March 6, 2016. The Company has
reflected Clearlink’s results in the Consolidated Financial Statements since April 1, 2016. See Note 2, Acquisitions,
for additional information on the acquisition.
In July 2015, the Company completed the acquisition of Qelp B.V. and its subsidiary (together, known as “Qelp”),
pursuant to a definitive Share Sale and Purchase Agreement, dated July 2, 2015. The Company has reflected Qelp’s
results in the Consolidated Financial Statements since July 2, 2015. See Note 2, Acquisitions, for additional
information on the acquisition.
Principles of Consolidation — The 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 consolidated financial statements in conformity with accounting principles
generally accepted in the United States of America (“generally accepted accounting principles” or “U.S. GAAP”)
requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities
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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.
Subsequent Events — Subsequent events or transactions have been evaluated through the date and time of issuance
of the consolidated financial statements. On January 12, 2018, the Company repaid $175.0 million of long-term debt
outstanding under its 2015 Credit Agreement. See Note 28, Subsequent Event, for further information. There were
no other material subsequent events that required recognition or disclosure in the accompanying consolidated
financial statements.
Recognition of Revenue — The Company recognizes revenue in accordance with Accounting Standards
Codification (“ASC”) 605, Revenue Recognition (“ASC 605”). The Company primarily recognizes revenues from
services as the services are performed, which is based on either a per minute, per call, per transaction or per time and
material basis, under a fully executed contractual agreement and record reductions to revenues for contractual
penalties and holdbacks for failure to meet specified minimum service levels and other performance based
contingencies. Revenue recognition is limited to the amount that is not contingent upon delivery of any future
product or service or meeting other specified performance conditions. Product sales, accounted for within our
fulfillment services, are recognized upon shipment to the customer and satisfaction of all obligations.
Cash and Cash Equivalents — Cash and cash equivalents consist of cash and highly liquid short-term investments.
Cash in the amount of $343.7 million and $266.7 million at December 31, 2017 and 2016, respectively, was
primarily held in non-interest bearing investments, which have original maturities of less than 90 days. Cash and
cash equivalents of $335.1 million and $243.8 million at December 31, 2017 and 2016, respectively, were held in
international operations. Most of these funds will not be subject to additional taxes if repatriated to the United
States. There are circumstances where the Company may be unable to repatriate some of the cash and cash
equivalents held by its international operations due to country restrictions.
Restricted Cash — 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. Restricted cash is included in “Other current assets” and “Deferred charges and other assets” in the
accompanying Consolidated Balance Sheets.
Allowance for Doubtful Accounts — The Company maintains allowances for doubtful accounts on trade account
receivables for estimated losses arising from the inability of its customers to make required payments. The
Company’s estimate is based on qualitative and quantitative analyses, including credit risk measurement tools and
methodologies using the publicly available credit and capital market information, a review of the current status of
the Company’s trade accounts receivable and historical collection experience of the Company’s clients. It is
reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change if the financial
condition of the Company’s customers were to deteriorate, resulting in a reduced ability to make payments.
Property and Equipment — Property and equipment is recorded at cost and depreciated using the straight-line
method over the estimated useful lives of the respective assets. Improvements to leased premises are amortized over
the shorter of the related lease term or the estimated useful lives of the improvements. Cost and related accumulated
depreciation on assets retired or disposed of are removed from the accounts and any resulting gains or losses are
credited or charged to income. The Company capitalizes certain costs incurred, if any, to internally develop software
upon the establishment of technological feasibility. Costs incurred prior to the establishment of technological
feasibility are expensed as incurred.
The carrying value of property and equipment to be held and used is evaluated for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be recoverable in accordance with ASC 360,
Property, Plant and Equipment. For purposes of recognition and measurement of an impairment loss, assets are
grouped at the lowest levels for which there are identifiable cash flows (the “asset group”). An asset is considered to
be impaired when the sum of the undiscounted future net cash flows expected to result from the use of the asset and
its eventual disposition does not exceed its carrying amount. The amount of the impairment loss, if any, is measured
as the amount by which the carrying value of the asset exceeds its estimated fair value, which is generally
determined based on appraisals or sales prices of comparable assets or independent third party offers. Occasionally,
the Company redeploys property and equipment from under-utilized centers to other locations to improve capacity
utilization if it is determined that the related undiscounted future cash flows in the under-utilized centers would not
be sufficient to recover the carrying amount of these assets. Other than what has been disclosed in Note 4, Fair
Value, the Company determined that its property and equipment was not impaired as of December 31, 2017 and
2016.
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Rent Expense — The Company has entered into operating lease agreements, some of which contain provisions for
future rent increases, rent free periods, or periods in which rent payments are reduced. The total amount of the rental
payments due over the lease term is being charged to rent expense on the straight-line method over the term of the
lease in accordance with ASC 840, Leases.
Goodwill — The Company accounts for goodwill and other intangible assets under ASC 350, Intangibles —
Goodwill and Other (“ASC 350”). The Company expects to receive future benefits from previously acquired
goodwill over an indefinite period of time. For goodwill and other intangible assets with indefinite lives not subject
to amortization, the Company reviews goodwill and intangible assets for impairment at least annually in the third
quarter, and more frequently in the presence of certain circumstances. The Company has the option to first assess
qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is
more likely than not that the fair value of a reporting unit is less than its carrying amount. The Company may elect
to forgo this option and proceed to the quantitative goodwill impairment test. If the Company elects to perform the
qualitative assessment and it indicates that a significant decline to fair value of a reporting unit is more likely than
not, or if a reporting unit’s fair value has historically been closer to its carrying value, or the Company elects to
forgo this qualitative assessment, the Company will proceed to the quantitative goodwill impairment test where the
fair value of a reporting unit is calculated based on discounted future probability-weighted cash flows. If the
quantitative goodwill impairment test indicates that the carrying value of a reporting unit is in excess of its fair
value, the Company will recognize an impairment loss 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.
Intangible Assets — Definite-lived intangible assets, primarily customer relationships, are amortized using the
straight-line method over their estimated useful lives which approximate the pattern in which the economic benefits
of the assets are consumed. The Company periodically evaluates the recoverability of intangible assets and takes
into account events or changes in circumstances that warrant revised estimates of useful lives or that indicate that
impairment exists. Fair value for intangible assets is based on discounted cash flows, market multiples and/or
appraised values, as appropriate.
Income Taxes — The Company accounts for income taxes under ASC 740, Income Taxes (“ASC 740”) which
requires recognition of deferred tax assets and liabilities to reflect tax consequences of differences between the tax
bases of assets and liabilities and their reported amounts in the accompanying consolidated financial statements.
Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, both positive
and negative, for each respective tax jurisdiction, it is more likely than not that the deferred tax assets will not be
realized in accordance with the criteria of ASC 740. Valuation allowances are established against deferred tax assets
due to an uncertainty of realization. Valuation allowances are reviewed each period on a tax jurisdiction by tax
jurisdiction basis to analyze whether there is sufficient positive or negative evidence, in accordance with criteria of
ASC 740, to support a change in judgment about the ability to realize the related deferred tax assets. Uncertainties
regarding expected future income in certain jurisdictions could affect the realization of deferred tax assets in those
jurisdictions.
The Company evaluates tax positions that have been taken or are expected to be taken in its tax returns, and records
a liability for uncertain tax positions in accordance with ASC 740. ASC 740 contains a two-step approach to
recognizing and measuring uncertain tax positions. First, tax positions are recognized if the weight of available
evidence indicates that it is more likely than not that the position will be sustained upon examination, including
resolution of related appeals or litigation processes, if any. Second, the tax position is measured as the largest
amount of tax benefit that has a greater than 50% likelihood of being realized upon settlement. The Company
recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes in the
accompanying consolidated financial statements.
Self-Insurance Programs — The Company self-insures for certain levels of workers' compensation and self-funds
the medical, prescription drug and dental benefit plans in the United States. Estimated costs are accrued at the
projected settlements for known and anticipated claims. Amounts related to these self-insurance programs are
included in “Accrued employee compensation and benefits” and “Other long-term liabilities” in the accompanying
Consolidated Balance Sheets.
Deferred Grants — Recognition of income associated with grants for land and the acquisition of property, buildings
and equipment (together, “property grants”) is deferred until after the completion and occupancy of the building and
title has passed to the Company, and the funds have been released from escrow. The deferred amounts for both land
and building are amortized and recognized as a reduction of depreciation expense over the corresponding useful
lives of the related assets. Amounts received in excess of the cost of the building are allocated to the cost of
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equipment and, only after the grants are released from escrow, recognized as a reduction of depreciation expense
over the weighted average useful life of the related equipment, which approximates five years. Upon sale of the
related facilities, any deferred grant balance is recognized in full and is included in the gain on sale of property and
equipment.
The Company receives government employment grants as an incentive to create and maintain permanent
employment positions for a specified time period. These grants are repayable, under certain terms and conditions, if
the Company's relevant employment levels do not meet or exceed the employment levels set forth in the grant
agreements. Accordingly, grant monies received are deferred and amortized primarily as a reduction to “Direct
salaries and related costs” using the proportionate performance model over the required employment period.
The Company receives government lease grants as an incentive for leasing space at specific locations or locating
engagement centers in a government’s jurisdiction. These grants are repayable, under certain terms and conditions,
as set forth in the grant agreements. Accordingly, grant monies received are deferred and amortized primarily as a
reduction to rent expense included in “General and administrative” over the required lease period.
Deferred Revenue — The Company receives up-front fees in connection with certain contracts. The deferred
revenue is earned over the service periods of the respective contracts, which range from 30 days to seven years.
Deferred revenue included in current liabilities in the accompanying Consolidated Balance Sheets includes the up-
front fees associated with services to be provided over the ensuing twelve month period and the up-front fees
associated with services to be provided over multiple years in connection with contracts that contain cancellation
and refund provisions, whereby the manufacturers or customers can terminate the contracts and demand pro-rata
refunds of the up-front fees with short notice. Deferred revenue from estimated penalties and holdbacks results from
the failure to meet specified minimum service levels in certain contracts and other performance based contingencies.
Deferred revenue from estimated chargebacks reflects 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.
Investments in Equity Method Investees — The Company uses the equity method to account for investments in
companies if the investment provides the ability to exercise significant influence, but not control, over operating and
financial policies of the investee. The Company’s proportionate share of the net income or loss of an equity method
investment is included in consolidated net income. Judgment regarding the level of influence over an equity method
investment includes considering key factors such as the Company’s ownership interest, representation on the board
of directors, participation in policy-making decisions and material intercompany transactions.
The Company evaluates an equity method investment for impairment whenever events or changes in circumstances
indicate that the carrying amount of the investment might not be recoverable. Factors considered by the Company
when reviewing an equity method investment for impairment include the length of time (duration) and the extent
(severity) to which the fair value of the equity method investment has been less than cost, the investee’s financial
condition and near-term prospects, and the intent and ability to hold the investment for a period of time sufficient to
allow for anticipated recovery. An impairment that is other-than-temporary is recognized in the period identified.
As of December 31, 2017 and 2016, the Company did not identify any instances where the carrying values of its
equity method investments were not recoverable.
In July 2017, the Company made a strategic investment of $10.0 million in XSell Technologies, Inc. (“XSell”) for
32.8% of XSell’s preferred stock. The Company plans to incorporate XSell’s machine learning and artificial
intelligence 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 $9.8 million was included in “Deferred charges and other assets” in the
accompanying Consolidated Balance Sheet as of December 31, 2017. The Company paid $5.0 million in July 2017
with the remaining $5.0 million included in “Other accrued expenses and current liabilities” in the accompanying
Consolidated Balance Sheet as of December 31, 2017. The Company’s proportionate share of XSell’s income (loss)
of $(0.1) million was included in “Other income (expense), net” in the accompanying Consolidated Statement of
Operations for the year ended December 31, 2017.
Customer-Acquisition Advertising Costs — The Company utilizes direct-response advertising the primary purpose
of which is to elicit purchases from its clients’ customers. These costs are capitalized when they are expected to
result in probable future benefits and are amortized over the period during which future benefits are expected to be
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received, which is generally less than one month. All other advertising costs are expensed as incurred. The Company
had less than $0.1 million of capitalized direct-response advertising costs included in “Prepaid expenses” in the
accompanying Consolidated Balance Sheets as of both December 31, 2017 and 2016. Total advertising costs
included in “Direct salaries and related costs” in the accompanying Consolidated Statements of Operations for the
years ended December 31, 2017 and 2016 was $36.7 million and $28.1 million, respectively (none in 2015). Total
advertising costs included in “General and administrative” in the accompanying Consolidated Statement of
Operations for the year ended December 31, 2017 were $0.1 million (none in 2016 or 2015).
Stock-Based Compensation — The Company has three stock-based compensation plans: the 2011 Equity Incentive
Plan (for employees and certain non-employees), the Non-Employee Director Fee Plan (for non-employee
directors), both approved by the shareholders, and the Deferred Compensation Plan (for certain eligible employees).
All of these plans are discussed more fully in Note 24, Stock-Based Compensation. 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 common stock and uses treasury stock to satisfy stock
option exercises or vesting of stock awards.
In accordance with ASC 718, Compensation — Stock Compensation (“ASC 718”), the Company recognizes in its
accompanying Consolidated Statements of Operations the grant-date fair value of stock options and other equity-
based compensation issued to employees and directors. Compensation expense for equity-based awards is
recognized over the requisite service period, usually the vesting period, while compensation expense for liability-
based awards (those usually settled in cash rather than stock) is re-measured to fair value at each balance sheet date
until the awards are settled.
Fair Value of Financial Instruments — The following methods and assumptions were used to estimate the fair
value of each class of financial instruments for which it is practicable to estimate that value:
• Cash, short-term and other investments, investments held in rabbi trust and accounts payable — The
carrying values for cash, short-term and other investments, investments held in rabbi trust and accounts
payable approximate their fair values.
• Foreign currency forward contracts and options — Foreign currency forward contracts and options,
including premiums paid on options, are recognized at fair value based on quoted market prices of
comparable instruments or, if none are available, on pricing models or formulas using current market and
model assumptions, including adjustments for credit risk.
• Embedded derivatives — Embedded derivatives within certain hybrid lease agreements are bifurcated from
the host contract and recognized at fair value based on pricing models or formulas using significant
unobservable inputs, including adjustments for credit risk.
• Long-term debt — The carrying value of long-term debt approximates its estimated fair value.
• Contingent consideration — Contingent consideration is recognized at fair value based on the discounted
cash flow method.
Fair Value Measurements — ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) defines fair value,
establishes a framework for measuring fair value in accordance with generally accepted accounting principles and
expands disclosures about fair value measurements. ASC 820-10-20 clarifies that fair value is an exit price,
representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants.
ASC 825, Financial Instruments (“ASC 825”) permits an entity to measure certain financial assets and financial
liabilities at fair value with changes in fair value recognized in earnings each period. The Company has not elected
to use the fair value option permitted under ASC 825 for any of its financial assets and financial liabilities that are
not already recorded at fair value.
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A description of the Company’s policies regarding fair value measurement is summarized below.
Fair Value Hierarchy — ASC 820-10-35 requires disclosure about how fair value is determined for assets and
liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant
levels of observable or unobservable inputs. Observable inputs reflect market data obtained from independent
sources, while unobservable inputs reflect the 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
rates, etc. Assets or liabilities valued using such internally generated valuation techniques are classified according to
the lowest level input or value driver that is significant to the valuation. Thus, an item may be classified in Level 3
even though there may be some significant inputs that are readily observable.
The following section describes the valuation methodologies used by the Company to measure 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.
Money market and open-end mutual funds — The Company uses quoted market prices in active markets to
determine the fair value. These items are classified in Level 1 of the fair value hierarchy.
Foreign currency forward contracts and options — The Company enters into foreign currency forward contracts and
options over-the-counter and values such contracts using quoted market prices of comparable instruments or, if none
are available, on pricing models or formulas using current market and model assumptions, including adjustments for
credit risk. The key inputs include forward or option foreign currency exchange rates and interest rates. These items
are classified in Level 2 of the fair value hierarchy.
Embedded Derivatives — The Company uses significant unobservable inputs to determine the fair value of
embedded derivatives, which are classified in Level 3 of the fair value hierarchy. These unobservable inputs include
expected cash flows associated with the lease, currency exchange rates on the day of commencement, as well as
forward currency exchange rates; results of which are adjusted for credit risk. These items are classified in Level 3
of the fair value hierarchy. See Note 10, 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 11, Investments Held in Rabbi Trust, and Note 24, Stock-Based
Compensation.
Contingent consideration — The Company uses significant unobservable inputs to determine the fair value of
contingent consideration, which is classified in Level 3 of the fair value hierarchy. The contingent consideration
recorded related to the Qelp acquisition and liabilities assumed as part of the Clearlink acquisition was recognized at
fair value using a discounted cash flow methodology and a discount rate of approximately 14.0% and 10.0%,
respectively. The discount rates vary dependent on the specific risks of each acquisition including the country of
operation, the nature of services and complexity of the acquired business, and other similar factors, all of which are
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significant inputs not observable in the market. Significant increases or decreases in any of the inputs in isolation
would result in a significantly higher or lower fair value measurement.
Foreign Currency Translation — The assets and liabilities of the Company’s foreign subsidiaries, whose functional
currency is other than the U.S. Dollar, are translated at the exchange rates in effect on the reporting date, and income
and expenses are translated at the weighted average exchange rate during the period. The net effect of translation
gains and losses is not included in determining net income, but is included in “Accumulated other comprehensive
income (loss)” (“AOCI”), which is reflected as a separate component of shareholders’ equity until the sale or until
the complete or substantially complete liquidation of the net investment in the foreign subsidiary. Foreign currency
transactional gains and losses are included in “Other income (expense), net” in the accompanying Consolidated
Statements of Operations.
Foreign Currency and Derivative Instruments — The Company accounts for financial derivative instruments under
ASC 815, Derivatives and Hedging (“ASC 815”). The Company generally utilizes non-deliverable forward
contracts and options expiring within one to 24 months to reduce its foreign currency exposure due to exchange rate
fluctuations on forecasted cash flows denominated in non-functional foreign currencies and net investments in
foreign operations. In using derivative financial instruments to hedge exposures to changes in exchange rates, the
Company exposes itself to counterparty credit risk.
The Company designates derivatives as either (1) a hedge of a forecasted transaction or of the variability of cash
flows to be received or paid related to a recognized asset or liability (“cash flow” hedge); (2) a hedge of a net
investment in a foreign operation; or (3) a derivative that does not qualify for hedge accounting. To qualify for
hedge accounting treatment, a derivative must be highly effective in mitigating the designated risk of the hedged
item. Effectiveness of the hedge is formally assessed at inception and throughout the life of the hedging relationship.
Even if a derivative qualifies for hedge accounting treatment, there may be an element of ineffectiveness of the
hedge.
Changes in the fair value of derivatives that are highly effective and designated as cash flow hedges are recorded in
AOCI, until the forecasted underlying transactions occur. Any realized gains or losses resulting from the cash flow
hedges are recognized together with the hedged transaction within “Revenues”. Changes in the fair value of
derivatives that are highly effective and designated as a net investment hedge are recorded in cumulative translation
adjustment in AOCI, offsetting the change in cumulative translation adjustment attributable to the hedged portion of
the Company’s net investment in the foreign operation. Any realized gains and losses from settlements of the net
investment hedge remain in AOCI until partial or complete liquidation of the net investment. Ineffectiveness is
measured based on the change in fair value of the forward contracts and options and the fair value of the
hypothetical derivatives with terms that match the critical terms of the risk being hedged. Hedge ineffectiveness is
recognized within “Revenues” for cash flow hedges and within “Other income (expense), net” for net investment
hedges. Cash flows from the derivative contracts are classified within the operating section in the accompanying
Consolidated Statements of Cash Flows.
The Company formally documents all relationships between hedging instruments and hedged items, as well as its
risk management objective and strategy for undertaking various hedging activities. This process includes linking all
derivatives that are designated as cash flow hedges to forecasted transactions. Hedges of a net investment in a
foreign operation are linked to the specific foreign operation. The Company also formally assesses, both at the
hedge’s inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly
effective on a prospective and retrospective basis. When it is determined that a derivative is not highly effective as a
hedge or that it has ceased to be a highly effective hedge or if a forecasted hedge is no longer probable of occurring,
or if the Company de-designates a derivative as a hedge, the Company discontinues hedge accounting prospectively.
At December 31, 2017 and 2016, all hedges were determined to be highly effective.
The Company also periodically enters into forward contracts that are not designated as hedges as defined under ASC
815. The purpose of these derivative instruments is to reduce the effects from fluctuations caused by volatility in
currency exchange rates on the Company’s operating results and cash flows. Changes in the fair value of the
derivative instruments are included in “Revenues” or “Other income (expense), net”, depending on the underlying
risk exposure. See Note 10, Financial Derivatives, for further information on financial derivative instruments.
Reclassifications — Certain balances in prior years have been reclassified to conform to current year presentation.
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New Accounting Standards Not Yet Adopted
Revenue from Contracts with Customers
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). The amendments in ASU 2014-
09 outline a single comprehensive model for entities to use in accounting for revenue arising from contracts with
customers and indicate that an entity should recognize revenue to depict the transfer of promised goods or services
to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for
those goods or services. To achieve this, an entity should identify the contract(s) with a customer, identify the
performance obligations in the contract, determine the transaction price, allocate the transaction price to the
performance obligations in the contract and recognize revenue when (or as) the entity satisfies a performance
obligation. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606)
Deferral of the Effective Date (“ASU 2015-14”). In 2016 and 2017, the FASB issued additional ASUs that are also
part of the overall new revenue guidance included in ASC Topic 606. ASU 2014-09 and the related subsequent
amendments are referred to herein as “ASC 606.” The amendments in ASU 2015-14 defer the effective date of ASU
2014-09 to annual reporting periods beginning after December 15, 2017, including interim periods within that
reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15,
2016, including interim reporting periods within that period. An entity should apply the amendments using either the
full retrospective approach or retrospectively with a cumulative effect of initially applying the amendments
recognized at the date of initial application.
The Company will adopt ASC 606 using the modified retrospective approach applied to those contracts which were
not completed as of January 1, 2018. The adoption of these amendments will require expanded qualitative and
quantitative disclosures about the Company’s contracts with its customers. The Company’s implementation team
has completed its evaluation of the Company’s revenue streams, analyzed the Company’s contracts to identify key
provisions impacted by ASC 606 and assessed the applicable accounting, and reviewed existing accounting policies
and internal controls. Appropriate changes to the Company’s business processes, systems and controls to support
recognition and disclosure under ASC 606 have been implemented. The Company expects the impact of ASC 606
to be immaterial to its net income on an ongoing basis.
The impact to the Company’s results is not expected to be material because the analysis of its contracts under ASC
606 supports the recognition of revenue over time under the output method for the majority of its contracts, which is
consistent with the Company’s current revenue recognition model. Revenue from the majority of the Company’s
contracts, approximately 99.5% of the Company’s consolidated revenues for the year ended December 31, 2017,
will continue to be recognized over time because of the continuous transfer of control to the customer. In addition,
the number of the Company’s performance obligations, which are classified as stand-ready performance obligations
under ASC 606, is not materially different from those under the existing standard. Lastly, the accounting for the
estimate of variable consideration is not expected to be materially different compared to the Company’s current
practice. The immaterial changes as a result of the Company’s adoption of ASC 606 relate to changes in estimating
variable consideration with respect to penalty and holdback provisions for failure to meet specified minimum service
levels and other performance-based contingencies, as well as the change in timing of revenue recognition associated
with certain customer contracts that provide additional fees upon renewal. The adoption is expected to result in the
recognition of a cumulative effect adjustment increasing opening retained earnings as of January 1, 2018 by
approximately $4.0 million to $5.0 million.
The Company also does not expect ASC 606 to have a material impact on its consolidated balance sheet and
statement of cash flows because there are no changes in the manner for which the Company accounts for contract
costs under the new standard compared with the existing standard. The costs associated with sales commissions are
not directly incremental to obtaining customer contracts and instead require adherence to certain revenue and
income targets over time. Thus, these costs are more analogous to a performance bonus and are expensed as
incurred and no additional contract assets or liabilities will be established.
Financial Instruments
In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10) Recognition
and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). These amendments modify how
entities measure equity investments and present changes in the fair value of financial liabilities. Under the new
guidance, entities will have to measure equity investments that do not result in consolidation and are not accounted
for under the equity method at fair value and recognize any changes in fair value in net income unless the
66
investments qualify for the new practicality exception. A practicality exception will apply to those equity
investments that do not have a readily determinable fair value and do not qualify for the practical expedient to
estimate fair value under ASC 820, Fair Value Measurements, and as such, these investments may be measured at
cost. These amendments are effective for fiscal years beginning after December 15, 2017, including interim periods
within those fiscal years. The Company does not expect the adoption of ASU 2016-01 to materially impact its
financial condition, results of operations and cash flows.
Leases
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). These amendments
require the recognition of lease assets and lease liabilities on the balance sheet by lessees for those leases currently
classified as operating leases under ASC 840, Leases. 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 are required to
apply the amendments 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,
and there are certain optional practical expedients that an entity may elect to apply.
The Company expects the adoption of ASU 2016-02 to result in a material increase in the assets and liabilities on
the consolidated balance sheets as a result of recognizing right-of-use assets and lease liabilities for existing
operating leases based on the amount of the Company’s current lease commitments. The Company believes that the
majority of its leases will maintain their current lease classification under ASU 2016-02. As a result, the Company
does not expect these amendments to have a material effect on its expense recognition timing which will result in an
insignificant impact on the Company’s consolidated statements of income. The Company is continuing to evaluate
the magnitude of the impact and related disclosures, as well as the timing and method of adoption, with respect to
the optional practical expedients. The Company is continuing to evaluate the full impact of ASU 2016-02, as well
as its impacts on its business processes, systems, and internal controls.
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. These amendments are effective for fiscal years
beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The
Company is currently evaluating the impact the guidance will have on its financial condition, results of operations
and cash flows.
Statement of Cash Flows
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) – Classification of Certain
Cash Receipts and Cash Payments (“ASU 2016-15”). These amendments clarify the presentation of cash receipts
and payments in eight specific situations. These amendments are effective for fiscal years beginning after December
15, 2017, and interim periods within those fiscal years. These amendments will be applied using a retrospective
transition method to each period presented. Early adoption is permitted, including adoption in an interim period.
The Company does not expect the adoption of ASU 2016-15 to materially impact its cash flows.
In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) – Restricted Cash (A
Consensus of the FASB Emerging Issues Task Force) (“ASU 2016-18”). These amendments clarify how entities
should present restricted cash and restricted cash equivalents in the statement of cash flows, requiring entities to
show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents. These
amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal
years. These amendments will be applied using a retrospective transition method to each period presented. Early
adoption is permitted, including adoption in an interim period. The Company does not expect the adoption of ASU
2016-18 to materially impact its cash flows.
Income Taxes
In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740) – Intra-Entity Transfers of Assets Other
than Inventory (“ASU 2016-16”). These amendments require recognition of the income tax consequences of an
intra-entity transfer of an asset other than inventory when the transfer occurs. These amendments are effective for
annual reporting periods beginning after December 15, 2017, including interim reporting periods within those
67
annual reporting periods. These amendments will be applied using a modified retrospective basis through a
cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Early
adoption is permitted as of the beginning of an annual reporting period for which financial statements (interim or
annual) have not been issued. The Company does not expect the adoption of ASU 2016-16 to materially impact its
financial condition, results of operations and cash flows.
In January 2018, the FASB released guidance on the accounting for tax on the global intangible low-taxed income
("GILTI") provisions of the 2017 Tax Reform Act. The GILTI provisions impose a tax on foreign income in excess
of a deemed return on tangible assets of foreign corporations. The guidance indicates that either accounting for
deferred taxes related to GILTI inclusions or to treat any taxes on GILTI inclusions as period costs are both
acceptable methods subject to an accounting policy election. The Company is currently evaluating the accounting
treatment options related to the GILTI provisions and will make an accounting policy election during the first
quarter of 2018. The Company does not expect a material impact on its financial condition, results of operations and
cash flows from any GILTI inclusions.
Business Combinations
In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) – Clarifying the Definition of
a Business (“ASU 2017-01”). These amendments clarify the definition of a business to help companies evaluate
whether transactions should be accounted for as acquisitions or disposals of assets or businesses. These amendments
are effective for annual periods beginning after December 15, 2017, including interim periods within those
periods. These amendments will be applied prospectively. Early adoption is permitted in certain circumstances. The
Company does not expect the adoption of ASU 2017-01 to materially impact its financial condition, results of
operations and cash flows.
Retirement Benefits
In March 2017, the FASB issued ASU 2017-07, Compensation – Retirement Benefits (Topic 715) – Improving the
Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (“ASU 2017-07”). These
amendments require that an employer report the service cost component in the same line item or items as other
compensation costs arising from services rendered by the pertinent employees during the period. The other
components of net periodic benefit cost are required to be presented in the income statement separately from the
service cost component outside of a subtotal of income from operations. If a separate line item is not used, the line
items used in the income statement to present other components of net benefit cost must be disclosed. These
amendments are effective for annual periods beginning after December 15, 2017, including interim periods within
those annual periods. Early adoption is permitted as of the beginning of an annual period for which financial
statements, interim or annual, have not been issued or made available for issuance. These amendments will be
applied retrospectively for the presentation of the service cost component and the other components of net periodic
pension cost and net periodic postretirement benefit cost in the income statement and prospectively, on and after the
effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic
postretirement benefit in assets. The amendments allow a practical expedient that permits an employer to use the
amounts disclosed in its pension and other postretirement benefit plan note for the prior comparative periods as the
estimation basis for applying the retrospective presentation requirements. The Company does not expect the
adoption of ASU 2017-07 to materially impact its financial condition, results of operations and cash flows.
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 Company is currently evaluating the accounting, transition and disclosure requirements to determine
the impact ASU 2017-12 may have on its financial condition, results of operations, cash flows and disclosures.
68
New Accounting Standards Recently Adopted
Goodwill
In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350) – Simplifying the
Test for Goodwill Impairment (“ASU 2017-04”). These amendments simplify the test for goodwill impairment by
eliminating Step 2 from the impairment test, which required the entity to perform procedures to determine the fair
value at the impairment testing date of its assets and liabilities following the procedure that would be required in
determining fair value of assets acquired and liabilities assumed in a business combination. A goodwill impairment
will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying
amount of goodwill. These amendments are effective for annual or any interim goodwill impairment tests in fiscal
years beginning after December 15, 2019. These amendments will be applied on a prospective basis, with early
adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.
The early adoption of ASU 2017-04 on July 31, 2017 did not have a material impact on the financial condition,
results of operations and cash flows of the Company.
Stock Compensation
In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718) – Scope of
Modification Accounting (“ASU 2017-09”). These amendments provide guidance about which changes to the terms
or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718.
These amendments should be applied prospectively to changes in terms and conditions of awards occurring on or
after the adoption date. The amendments are effective for annual periods, and interim periods within those annual
periods, beginning after December 15, 2017. Early adoption is permitted, including in any interim period, for public
business entities for reporting periods for which financial statements have not yet been issued. The early adoption of
ASU 2017-09 on June 30, 2017 did not have a material impact on the financial condition, results of operations and
cash flows of the Company.
In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718) – Improvements
to Employee Share-Based Payment Accounting (“ASU 2016-09”). These amendments are intended to simplify
several aspects of the accounting for share-based payment transactions, including the income tax consequences,
classification of awards as either equity or liabilities, and classification on the statement of cash flows. These
amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those
annual periods. The adoption of ASU 2016-09 on January 1, 2017 resulted in stock-based compensation excess tax
benefits or deficiencies reflected in the consolidated statements of operations on a prospective basis as a component
of the provision for income taxes. Prior to the adoption, these benefits or deficiencies were recognized in equity.
Additionally, the Company’s consolidated statements of cash flows now include excess tax benefits as an operating
activity, with prior periods adjusted accordingly. The presentation requirements for cash flows related to employee
taxes paid for withheld shares had no impact to any of the periods presented on the Company’s consolidated cash
flows statements since such cash flows have historically been presented as a financing activity. Finally, the
Company has elected to account for forfeitures as they occur, rather than estimating expected forfeitures.
As a result of the adoption of ASU 2016-09, the Consolidated Statements of Cash Flows for the years ended
December 31, 2016 and 2015 were adjusted as follows: a $2.1 million and $0.4 million increase, respectively, to net
cash provided by operating activities and a $2.1 million decrease and $0.4 million increase, respectively, to net cash
provided by (used for) financing activities. Additionally, the Consolidated Statement of Changes in Shareholders’
Equity for the year ended December 31, 2017 reflects a cumulative effect of accounting change of $0.2 million to
“Additional paid-in capital” and $(0.2) million to “Retained earnings” related to the change in accounting for
forfeitures.
Derivatives and Hedging
In March 2016, the FASB issued ASU 2016-05, Derivatives and Hedging (Topic 815) – Effect of Derivative
Contract Novations on Existing Hedge Accounting Relationships (“ASU 2016-05”). These amendments clarify that
a change in the counterparty to a derivative instrument that has been designated as the hedging instrument under
Topic 815 does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge
accounting criteria continue to be met. These amendments are effective for fiscal years beginning after December
15, 2016, including interim periods within those fiscal years. The adoption of ASU 2016-05 on January 1, 2017 did
not have a material impact on the financial condition, results of operations and cash flows of the Company.
69
Note 2. Acquisitions
Telecommunications Asset Acquisition
On April 24, 2017, the Company entered into an Asset Purchase Agreement to acquire certain assets from a Global
2000 telecommunications services provider. The aggregate purchase price of $7.5 million was paid on May 31,
2017, using cash on hand, resulting in $6.0 million of property and equipment and $1.5 million of customer
relationship intangibles. The Asset Purchase Agreement contains customary representations and warranties,
indemnification obligations and covenants. The Telecommunications Asset acquisition was completed to strengthen
and create new partnerships for the Company and expand its geographic footprint in North America. The results of
the Telecommunications Assets’ operations have been included in the Company’s consolidated financial statements
since its acquisition on May 31, 2017.
The Company accounted for the Telecommunications Asset acquisition in accordance with ASC 805, Business
Combinations (“ASC 805”), whereby the fair value of the purchase price was allocated to the tangible and
identifiable intangible assets acquired based on their estimated fair values as of the closing date. The Company
completed its analysis of the purchase price allocation during the second quarter of 2017.
Clearlink
On April 1, 2016, the Company acquired 100% of the outstanding membership units of Clearlink through a merger
of Clearlink with and into a subsidiary of the Company (the “Merger”). Clearlink, with its operations located in the
United States, is an inbound demand generation and sales conversion platform serving numerous Fortune 500
business-to-consumer and business-to-business clients across various industries and subsectors, including
telecommunications, satellite television, home security and insurance. The results of Clearlink’s operations have
been included in the Company’s consolidated financial statements since April 1, 2016 (the “Clearlink acquisition
date”). The strategic acquisition of Clearlink expanded the Company’s suite of service offerings while creating
differentiation in the marketplace, broadened its addressable market opportunity and extended executive level reach
within the Company’s existing clients’ organizations. This resulted in the Company paying a substantial premium
for Clearlink, resulting in the recognition of goodwill. Pursuant to Federal income tax laws, intangibles and
goodwill from the Clearlink acquisition are deductible over a 15-year amortization period.
The Clearlink purchase price totaled $207.9 million, consisting of the following:
Cash (1)
Working capital adjustment
Total
209,186
(1,278 )
207,908
$
$
(1) Funded through borrowings under the Company's credit agreement. See
Note 18, Borrowings, for more information.
Approximately $2.6 million of the purchase price was placed in an escrow account as security for the
indemnification obligations of Clearlink’s members under the merger agreement. The escrow was released pursuant
to the terms of the escrow agreement, but the Company subsequently asserted a claim of approximately $0.4 million
against the Clearlink members. This claim has been resolved by the parties for $0.2 million, with the outstanding
amount received by the Company in December 2017.
70
The following table summarizes the estimated Clearlink acquisition date fair values of the assets acquired and
liabilities assumed (all included in the Americas segment), the measurement period adjustments and the final
purchase price allocation (in thousands):
Cash and cash equivalents
Receivables (1)
Prepaid expenses
Total current assets
Property and equipment
Goodwill
Intangibles
Deferred charges and other assets
Accounts payable
Accrued employee compensation and
benefits
Income taxes payable
Deferred revenue
Other accrued expenses and current liabilities
Total current liabilities
Other long-term liabilities
Initial
Purchase Price
Allocation
Measurement
Period Adjustments
Final
Purchase Price
Allocation
$
$
2,584 $
16,801
1,553
20,938
12,869
70,223
121,400
229
- $
-
-
-
-
340
-
-
2,584
16,801
1,553
20,938
12,869
70,563
121,400
229
(3,564)
-
(3,564)
(1,610)
-
(4,620)
(6,324)
(16,118)
(1,633)
207,908 $
-
(340 )
-
-
(340 )
-
- $
(1,610)
(340)
(4,620)
(6,324)
(16,458)
(1,633)
207,908
(1) The fair value equals the gross contractual value of the receivables.
The Company accounted for the Clearlink acquisition in accordance with ASC 805, whereby the purchase price paid
was allocated to the tangible and identifiable intangibles acquired and liabilities assumed from Clearlink based on
their estimated fair values as of the closing date. The Company completed its analysis of the purchase price
allocation during the fourth quarter of 2016 and the resulting adjustments of $0.3 million to income taxes payable
and goodwill were recorded in accordance with ASU 2015-16, Business Combinations (Topic 805) Simplifying the
Accounting for Measurement-Period Adjustments.
Fair values were based on management’s estimates and assumptions including variations of the income approach,
the cost approach and the market approach.
The following table presents the Company’s purchased intangibles assets as of April 1, 2016, the Clearlink
acquisition date (in thousands):
Customer relationships
Trade name
Non-compete agreements
Proprietary software
Indefinite-lived domain names
Amount Assigned
$
63,800
2,400
1,800
700
52,700
121,400
$
Weighted Average
Amortization Period
(years)
13
7
3
5
N/A
7
The amount of Clearlink’s revenues and net income since the April 1, 2016 acquisition date, included in the
Company’s Consolidated Statement of Operations for the period indicated below, was as follows (in thousands):
From April 1, 2016
Through
December 31, 2016
123,289
$
$
1,563
Revenues
Net income
71
The following table presents the unaudited pro forma combined revenues and net earnings as if Clearlink had been
included in the consolidated results of the Company for the entire years ended December 31, 2016 and 2015. The
pro forma financial information is not indicative of the results of operations that would have been achieved if the
acquisition and related borrowings had taken place on January 1, 2016 and 2015 (in thousands):
Revenues
Net income
Net income per common share:
Basic
Diluted
Years Ended December 31,
2016
2015
$ 1,493,866 $ 1,407,850
$
$
$
65,662 $
69,801
1.57 $
1.55 $
1.67
1.64
These amounts were calculated to reflect the additional depreciation, amortization, interest expense and rent expense
that would have been incurred assuming the fair value adjustments and borrowings occurred on January 1, 2016 and
January 1, 2015, together with the consequential tax effects. In addition, these amounts exclude costs incurred which
are directly attributable to the acquisition, and which do not have a continuing impact on the combined companies’
operating results. Included in these costs are advisory and legal costs, net of the tax effects.
Merger and integration costs associated with Clearlink included in “General and administrative” costs in the
accompanying Consolidated Statement of Operations for the year ended December 31, 2016 were as follows (none
in 2017 and 2015) (in thousands):
Severance costs:
Americas
Transaction and integration costs:
Americas
Other
Total merger and integration costs
Year Ended
December 31, 2016
$
$
135
29
4,470
4,499
4,634
Qelp
On July 2, 2015, the Company’s wholly-owned subsidiaries, Sykes Enterprises Incorporated B.V. and Sykes
Enterprises Incorporated Holdings B.V., both Netherlands companies, entered into a definitive Share Sale and
Purchase Agreement (the “Purchase Agreement”) with MobileTimes B.V., Yarra B.V., From The Mountain
Consultancy B.V. and Sticting Administratiekantoor Qelp (the “Sellers”), all of which are Netherlands companies,
to acquire all of the outstanding shares of Qelp B.V. and its wholly owned subsidiary (together, known as “Qelp”.)
The strategic acquisition of Qelp (the “Qelp acquisition”) was to further broaden and strengthen the Company’s
service portfolio around digital self-service customer support and extend its reach into adjacent, but complementary,
markets. Pursuant to Federal income tax regulations, no amount of intangibles or goodwill from this acquisition will
be deductible for tax purposes. The results of Qelp’s operations have been included in the Company’s consolidated
financial statements since its acquisition on July 2, 2015 (the “Qelp acquisition date”).
As of the acquisition date, the total consideration paid or to be paid by the Company for the Qelp acquisition is
summarized below (in thousands):
Cash
Contingent consideration
Working capital adjustment
Total
9,885
6,000
(65 )
15,820
$
$
72
The consideration consisted of an initial purchase price and a contingent purchase price. The initial purchase price
of $9.8 million, including certain post-closing adjustments relating to Qelp’s working capital, was funded through
cash on hand upon the closing of the transaction on July 2, 2015. The contingent purchase price to be paid over a
three-year period was based on achieving targets tied to revenues and earnings before interest, income taxes,
depreciation and amortization (“EBITDA”) for the years ended December 31, 2016, 2017 and 2018, not to exceed
EUR 10.0 million.
The fair value of the contingent consideration was estimated using the discounted cash flow method, and was
included in “Other long-term liabilities” in the accompanying Consolidated Balance Sheet (see Note 4, Fair Value,
for further information). As part of the discounted cash flow method, the Company calculated an adjusted weighted
average cost of capital (“WACC”) specifically attributable to the future payments of the contingent consideration.
Based on the forecasted revenue and profitability scenarios and their respective probabilities of occurrence, the
Company estimated the present value of the probability-adjusted future payments utilizing an adjusted WACC for
the potential future payments. The Company believes that its estimates and assumptions are reasonable, but there is
significant judgment involved. Changes in the fair value of the contingent consideration liabilities subsequent to the
acquisition were recorded in the Company’s Consolidated Statements of Operations.
On September 26, 2016, the Company entered into an addendum to the Qelp Purchase Agreement with the Sellers to
settle the outstanding contingent consideration for EUR 4.0 million ($4.2 million as of December 31, 2016) to be
paid by June 30, 2017. The Company paid $4.4 million in May 2017 to settle the outstanding contingent
consideration obligation.
The Company accounted for the Qelp acquisition in accordance with ASC 805, whereby the fair value of the
purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed from
Qelp based on their estimated fair values as of the closing date. The Company completed its analysis of the
purchase price allocation during the fourth quarter of 2015.
The following table summarizes the estimated acquisition date fair values of the assets acquired and liabilities
assumed, all included in the EMEA segment (in thousands):
Cash and cash equivalents
Receivables (1)
Prepaid expenses
Total current assets
Property and equipment
Goodwill
Intangibles
Deferred charges and other assets
Short-term debt
Accrued employee compensation and benefits
Income taxes payable
Deferred revenue
Other accrued expenses and current liabilities
Total current liabilities
Other long-term liabilities (2)
July 2, 2015
(As Initially
Reported)
Measurement
Period
Adjustments
July 2, 2015
(As Adjusted)
$
$
$
450
1,541
24
2,015
2,168
9,574
6,000
55
(323)
(207)
(62)
(967)
(1,030)
(2,589)
(1,403)
$
15,820
- $
(70 )
-
(70 )
-
480
-
-
-
-
(32 )
-
-
(32 )
(378 )
- $
450
1,471
24
1,945
2,168
10,054
6,000
55
(323)
(207)
(94)
(967)
(1,030)
(2,621)
(1,781)
15,820
(1) The fair value equals the gross contractual value of the receivables.
(2) Primarily includes long-term deferred tax liabilities.
Fair values were based on management’s estimates and assumptions including variations of the income approach,
the cost approach and the market approach.
73
The following table presents the Company’s purchased intangibles assets as of July 2, 2015, the acquisition date (in
thousands):
Customer relationships
Trade name and trademarks
Content library
Amount Assigned
$
5,400
100
500
6,000
$
Weighted Average
Amortization Period
(years)
7
3
2
7
The amount of Qelp’s revenues and net (loss) since the July 2, 2015 acquisition date, included in the Company’s
Consolidated Statement of Operations for the year ended December 31, 2015 were as follows (in thousands):
Revenues
Net (loss)
From July 2, 2015
Through
December 31, 2015
2,661
$
$
(162 )
Merger and integration costs associated with Qelp included in “General and administrative” costs in the
accompanying Consolidated Statement of Operations in the Other segment for the year ended December 31, 2015
were as follows (none in 2017 and 2016) (in thousands):
Transaction costs
Note 3. Costs Associated with Exit or Disposal Activities
Year Ended
December 31, 2015
455
$
During 2011 and 2010, the Company announced several initiatives to streamline excess capacity through targeted
seat reductions in the Americas (the “Exit Plans”) in an on-going effort to manage and optimize capacity utilization.
These Americas’ Exit Plans included, but were not limited to, closing customer engagement centers in The
Philippines and consolidating leased space in various locations in the U.S.
The cumulative costs expected and incurred as a result of the Exit Plans were as follows as of December 31, 2017
(in thousands):
Lease obligations and facility exit costs
Non-cash impairment charges
Total
Americas
Fourth
Quarter 2011
Exit Plan
Americas
Third
Quarter 2010
Exit Plan
$
$
1,365 $
480
1,845 $
6,729 $
3,847
10,576 $
Total
8,094
4,327
12,421
The Company paid $8.1 million in cash through December 31, 2016 under the Exit Plans. As of December 31, 2016,
there were no remaining liabilities outstanding related to the Exit Plans.
74
The following table summarizes the accrued liability associated with the Exit Plans’ exit and disposal activities and
related charges for the years ended December 31, 2016 and 2015 (none in 2017) (in thousands):
Balance at January 1, 2015
Charges
Cash payments
Balance at December 31, 2015
Charges
Cash payments
Balance at December 31, 2016
$
Lease Obligation
and Facility Exit
Costs
1,558
-
(825)
733
-
(733)
-
75
Note 4. Fair Value
The Company's assets and liabilities measured at fair value on a recurring basis subject to the requirements of ASC
820 consist of the following (in thousands):
Assets:
Foreign currency forward and option
contracts
Embedded derivatives
Equity investments held in rabbi trust
for the Deferred Compensation Plan
Debt investments held in rabbi trust
for the Deferred Compensation Plan
Liabilities:
Foreign currency forward and option
contracts
Embedded derivatives
Assets:
Foreign currency forward and option
contracts
Embedded derivatives
Equity investments held in rabbi trust
for the Deferred Compensation Plan
Debt investments held in rabbi trust
for the Deferred Compensation Plan
Liabilities:
Foreign currency forward and option
contracts
Embedded derivatives
Contingent consideration
Fair Value Measurements at December 31, 2017 Using:
Quoted Prices
in Active
Markets For
Identical Assets
Significant Other
Observable Inputs
Significant
Unobservable
Inputs
Level 1
Level 2
Level 3
Balance at
December 31,
2017
3,848 $
52
- $
-
3,848 $
-
8,094
8,094
-
3,533
15,527 $
3,533
11,627 $
-
3,848 $
256 $
579
835 $
- $
-
- $
256 $
-
256 $
-
52
-
-
52
-
579
579
Fair Value Measurements at December 31, 2016 Using:
Quoted Prices
in Active
Markets For
Identical Assets
Significant Other
Observable Inputs
Significant
Unobservable
Inputs
Level 1
Level 2
Level 3
Balance at
December 31,
2016
3,921 $
12
- $
-
3,921 $
-
7,470
7,470
-
1,944
13,347 $
1,944
9,414 $
-
3,921 $
-
12
-
-
12
1,912 $
567
6,100
8,579 $
- $
-
-
- $
1,912 $
-
-
1,912 $
-
567
6,100
6,667
(1)$
(1)
(2)
(2)
$
(1)$
(1)
$
(1)$
(1)
(2)
(2)
$
(1)$
(1)
(3)
$
(1) See Note 10, Financial Derivatives, for the classification in the accompanying Consolidated Balance Sheets.
(2) Included in “Other current assets” in the accompanying Consolidated Balance Sheets. See Note 11, Investments Held in Rabbi
Trust.
(3) Included in “Other accrued expenses and current liabilities” in the accompanying Consolidated Balance Sheets.
76
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) (none in 2015):
Balance at the beginning of the period
Gains (losses) recognized in "Other income (expense), net"
Settlements
Effect of foreign currency
Balance at the end of the period
Change in unrealized gains (losses) included in "Other income
(expense), net" related to embedded derivatives held at the end of the
period
$
$
$
Contingent Consideration
Years Ended December 31,
2016
2017
(555) $
(139)
170
(3)
(527) $
-
(714)
(7)
166
(555)
(325) $
3
A rollforward of the activity in the Company’s fair value of the contingent consideration (liability) is as follows (in
thousands):
Balance at the beginning of the period
Acquisition (1)
Imputed interest
Fair value gain (loss) adjustments (2)
Settlements
Effect of foreign currency
Balance at the end of the period
Change in unrealized gains (losses) included in "General
and administrative" related to contingent consideration
outstanding at the end of the period
Years Ended December 31,
2016
2015
2017
(6,100) $
-
(76)
605
5,760
(189)
- $
(6,280 ) $
(2,779 )
(754 )
2,250
1,396
67
(6,100 ) $
-
(6,000)
(408)
-
-
128
(6,280)
-
$
2,268
$
-
$
$
$
(1) Liabilities acquired as part of the Clearlink acquisition on April 1, 2016 and the Qelp acquisition on July 2, 2015.
See Note 2, Acquisitions.
(2) Included in “General and administrative” costs in the accompanying Consolidated Statements of Operations.
The Company recorded a fair value gain of $2.6 million to the Qelp contingent consideration in “General and
administrative” during the year ended December 31, 2016 due to the execution of an addendum to the Qelp Purchase
Agreement with the Sellers dated September 26, 2016, subject to which the Company agreed to pay the Sellers EUR
4.0 million by June 30, 2017 ($4.2 million as of December 31, 2016). The Company paid $4.4 million in May 2017
to settle the outstanding contingent consideration obligation.
The Company recorded a net fair value gain of $0.6 million and fair value loss of $0.3 million to the Clearlink
contingent consideration in “General and administrative” during the years ended December 31, 2017 and 2016,
respectively, related to the settlements and changes in the probability of achievement of certain revenue targets.
The Company accretes interest expense each period using the effective interest method until the contingent
consideration reaches its estimated future value. Interest expense related to the contingent consideration is included
in “Interest (expense)” in the accompanying Consolidated Statements of Operations.
77
Non-Recurring Fair Value
Certain assets, under certain conditions, are measured at fair value on a nonrecurring basis utilizing Level 3 inputs,
as described in Note 1, Overview and Summary of Significant Accounting Policies, like those associated with
acquired businesses, including goodwill, other intangible assets, other long-lived 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 December 31, 2017 and 2016. The following table summarizes the
total impairment losses related to nonrecurring fair value measurements of certain assets (no liabilities) (none in
2016 and 2015):
Americas:
Property and equipment, net
$
(5,410 )
Total Impairment
(Loss)
Year Ended
December 31, 2017
As a result of the consolidation of leased space in the U.S., the Company recorded an impairment charge of $0.7
million during the year ended December 31, 2017 related to leasehold improvements which were not recoverable,
and equipment, furniture and fixtures that could not be redeployed to other locations.
In connection with the closure of certain under-utilized customer contact management centers in the U.S., the
Company recorded an impairment charge of $4.5 million during the year ended December 31, 2017 related to
leasehold improvements which were not recoverable, and equipment, furniture and fixtures that could not be
redeployed to other locations.
The Company also recorded an impairment charge of $0.2 million related to the write-down of a vacant and unused
parcel of land in the U.S. to its estimated fair value during the year ended December 31, 2017.
Note 5. Goodwill and Intangible Assets
Intangible Assets
The following table presents the Company’s purchased intangible assets as of December 31, 2017 (in thousands):
Intangible assets subject to
amortization:
Customer relationships
Trade names and trademarks
Non-compete agreements
Content library
Proprietary software
Intangible assets not subject to
amortization:
Domain names
Gross Intangibles
Accumulated
Amortization
Net Intangibles
Weighted
Average
Amortization
Period (years)
$
$
170,853 $
14,138
1,820
542
1,040
(95,175) $
(8,797)
(1,052)
(542)
(585)
75,678
5,341
768
-
455
58,035
246,428 $
-
(106,151) $
58,035
140,277
10
7
3
2
4
N/A
6
78
The following table presents the Company’s purchased intangible assets as of December 31, 2016 (in thousands):
Intangible assets subject to
amortization:
Customer relationships
Trade names and trademarks
Non-compete agreements
Content library
Proprietary software
Favorable lease agreement
Intangible assets not subject to
amortization:
Domain names
Gross Intangibles
Accumulated
Amortization
Net Intangibles
Weighted
Average
Amortization
Period (years)
$
$
166,634 $
14,095
2,993
475
1,550
449
(75,364) $
(7,083)
(1,643)
(357)
(955)
(449)
91,270
7,012
1,350
118
595
-
52,710
238,906 $
-
(85,851) $
52,710
153,055
10
7
2
2
3
2
N/A
6
The Company’s estimated future amortization expense for the succeeding years relating to the purchased intangible
assets resulting from acquisitions completed prior to December 31, 2017, is as follows (in thousands):
Years Ending December 31,
2018
2019
2020
2021
2022
2023 and thereafter
Amount
15,137
14,079
11,394
6,829
5,729
29,074
Goodwill
Changes in goodwill for the year ended December 31, 2017 consist of the following (in thousands):
Americas
EMEA
January 1, 2017
Acquisition
Effect of Foreign
Currency
December 31,
2017
$
$
255,842 $
9,562
265,404 $
390 $
-
390 $
2,264 $
1,207
3,471 $
258,496
10,769
269,265
Changes in goodwill for the year ended December 31, 2016 consist of the following (in thousands):
Americas
EMEA
January 1, 2016
Acquisition (1)
Effect of Foreign
Currency
December 31,
2016
$
$
186,049 $
9,684
195,733 $
70,563 $
-
70,563 $
(770 ) $
(122 )
(892 ) $
255,842
9,562
265,404
(1) See Note 2, Acquisitions, for further information.
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, 2017. Under ASC 350, 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
long-term rate of growth, the useful life over which cash flows will occur 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
79
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, 2017, the Company concluded that goodwill was not impaired for all six of its reporting units with
goodwill, based on generally accepted valuation techniques and the significant assumptions outlined above. While
the fair values of four of the six reporting units were substantially in excess of their carrying value, the Qelp and
Clearlink reporting units’ fair value exceeded the respective carrying value, although not substantially.
The Qelp and Clearlink reporting units are at risk of future impairment if projected operating results are not met or
other inputs into the fair value measurement change. However, as of December 31, 2017, there were no indicators
of impairment related to Qelp’s $10.8 million of goodwill or Clearlink’s $71.0 million of goodwill.
Note 6. Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of
trade receivables. The Company’s credit concentrations are limited due to the wide variety of customers and markets
in which the Company’s services are sold. See Note 10, Financial Derivatives, for a discussion of the Company’s
credit risk relating to financial derivative instruments, and Note 25, Segments and Geographic Information, for a
discussion of the Company’s customer concentration.
Note 7. Receivables, Net
Receivables, net consist of the following (in thousands):
Trade accounts receivable
Income taxes receivable
Other
Less: Allowance for doubtful accounts
December 31,
2017
2016
$
$
334,147
4,138
6,631
344,916
2,958
341,958
$
$
316,311
1,309
3,863
321,483
2,925
318,558
Allowance for doubtful accounts as a percent of
trade accounts receivable
0.9%
0.9 %
80
Note 8. Prepaid Expenses
Prepaid expenses consist of the following (in thousands):
Prepaid maintenance
Prepaid insurance
Prepaid rent
Prepaid other
Note 9. Other Current Assets
Other current assets consist of the following (in thousands):
Investments held in rabbi trust (Note 11)
Financial derivatives (Note 10)
Other current assets
December 31,
2017
2016
7,773
4,380
3,767
6,212
22,132 $
8,279
4,161
2,920
6,613
21,973
December 31,
2017
2016
11,627 $
3,857
4,259
19,743 $
9,414
3,929
2,687
16,030
$
$
$
$
Note 10. 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 contracts
are entered into to protect against the risk that the eventual cash flows resulting from such transactions will be
adversely affected by changes in exchange rates.
The deferred gains (losses) and related taxes on the Company’s cash flow hedges recorded in “Accumulated other
comprehensive income (loss)” (“AOCI”) in the accompanying Consolidated Balance Sheets are as follows (in
thousands):
Deferred gains (losses) in AOCI
Tax on deferred gains (losses) in AOCI
Deferred gains (losses) in AOCI, net of taxes
Deferred gains (losses) expected to be reclassified to
"Revenues" from AOCI during the next twelve months $
$
$
December 31,
2017
2016
2,550 $
(79)
2,471 $
2,631
(2,295 )
69
(2,226 )
Deferred gains (losses) and other future reclassifications from AOCI will fluctuate with movements in the
underlying market price of the forward contracts and options.
Net Investment Hedge – From time to time, the Company enters into foreign exchange forward contracts to hedge
its net investment in certain foreign operations, as defined under ASC 815. The purpose of these derivative
instruments is to protect the Company’s interests against the risk that the net assets of certain foreign subsidiaries
will be adversely affected by changes in exchange rates and economic exposures related to the Company’s foreign
currency-based investments in these subsidiaries.
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
81
Company’s subsidiaries’ functional currencies. These contracts generally do not exceed 180 days in duration. See
Note 1, Overview and Summary of Significant Accounting Policies, for additional information on the Company’s
purpose for entering into derivatives not designated as hedging instruments and its overall risk management
strategies.
Embedded Derivatives – The Company enters into certain lease agreements which require payments not
denominated in the functional currency of any substantial party to the agreements. The foreign currency component
of these contracts meets the criteria under ASC 815 as embedded derivatives. The Company has determined that the
embedded derivatives are 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 do not qualify for hedge accounting under ASC 815.
The Company had the following outstanding foreign currency forward contracts and options, and embedded
derivatives (in thousands):
December 31, 2017
December 31, 2016
Notional
Amount in
USD
Settle Through
Date
Notional
Amount in
USD
Settle Through
Date
Contract Type
Cash flow hedges:
Options:
US Dollars/Philippine Pesos
$
78,000 December 2018 $
51,000 December 2017
Forwards:
US Dollars/Philippine Pesos
US Dollars/Costa Rican Colones
Euros/Hungarian Forints
Euros/Romanian Leis
Net investment hedges:
Forwards:
Euros/US Dollar
Non-designated hedges:
Forwards
Embedded derivatives
3,000 June 2018
70,000 March 2019
3,554 December 2018
13,977 December 2018
-
-
45,500 December 2017
-
-
-
-
-
-
76,933 September 2017
9,253 March 2018
13,519 April 2030
55,614 March 2017
13,234 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 $3.8 million and $3.9 million as of December 31, 2017 and 2016,
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 $3.6 million and $3.6 million, and liability
positions of $0 and $1.6 million as of December 31, 2017 and 2016, 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
Consolidated Balance Sheets. Additionally, the Company is not required to pledge, nor is it entitled to receive, cash
collateral related to these derivative transactions.
82
The following tables present the fair value of the Company’s derivative instruments included in the accompanying
Consolidated Balance Sheets (in thousands):
Derivatives designated as cash flow hedging
instruments under ASC 815:
Foreign currency forward and option contracts (1)
Derivatives designated as net investment
hedging instruments under ASC 815:
Foreign currency forward contracts (1)
Derivatives not designated as hedging
instruments under ASC 815:
Foreign currency forward contracts (1)
Embedded derivatives (1)
Embedded derivatives (2)
Total derivative assets
Derivatives designated as cash flow hedging
instruments under ASC 815:
Foreign currency forward and option contracts (3)
Foreign currency forward and option contracts (4)
Derivatives not designated as hedging
instruments under ASC 815:
Foreign currency forward contracts (3)
Embedded derivatives (3)
Embedded derivatives (4)
Total derivative liabilities
$
$
$
$
Derivative Assets
December 31, 2017
Fair Value
December 31, 2016
Fair Value
3,604 $
-
3,604
244
9
43
3,900 $
-
3,230
3,230
691
8
4
3,933
Derivative Liabilities
December 31, 2017
Fair Value
December 31, 2016
Fair Value
175 $
81
256
-
189
390
835 $
1,806
-
1,806
106
174
393
2,479
(1) Included in "Other current assets" in the accompanying Consolidated Balance Sheets.
(2) Included in "Deferred charges and other assets" in the accompanying Consolidated Balance Sheets.
(3) Included in "Other accrued expenses and current liabilities" in the accompanying Consolidated Balance Sheets.
(4) Included in "Other long-term liabilities" in the accompanying Consolidated Balance Sheets.
83
The following tables present the effect of the Company’s derivative instruments included in the accompanying
Consolidated Financial Statements for the years ended December 31, 2017, 2016 and 2015 (in thousands):
Gain (Loss) Recognized in
AOCI on Derivatives
(Effective Portion)
December 31,
Gain (Loss) Reclassified
From AOCI Into
"Revenues"
(Effective Portion)
December 31,
Gain (Loss) Recognized
in "Revenues" on
Derivatives (Ineffective
Portion and Amount
Excluded from
Effectiveness Testing)
December 31,
2017 2016 2015
2017 2016 2015 2017 2016 2015
Derivatives designated as cash flow
hedging instruments under
ASC 815:
Foreign currency forward and option
contracts
Derivatives designated as net
investment hedging instruments
under ASC 815:
Foreign currency forward contracts
Foreign currency forward and option
contracts
$ 2,277 $(2,308) $1,696 $(2,536) $ (553) $2,138 $
(1 ) $
(5) $
12
(8,352 ) 3,409 6,101
-
-
-
-
-
-
$ (6,075 ) $ 1,101 $7,797 $(2,536) $ (553) $2,138 $
(1 ) $
(5) $
12
Gain (Loss) Recognized in "Other
income (expense), net" on Derivatives
Years Ended December 31,
2016
2017
2015
Derivatives not designated as hedging
instruments under ASC 815:
Foreign currency forward contracts
Embedded derivatives
Note 11. Investments Held in Rabbi Trust
$
$
282 $
(139)
143 $
(1,556 ) $
(714 )
(2,270 ) $
1,374
-
1,374
The Company’s investments held in rabbi trust, classified as trading securities and included in “Other current assets”
in the accompanying Consolidated Balance Sheets, at fair value, consist of the following (in thousands):
Mutual funds
December 31, 2017
Cost
Fair Value
$
8,096 $
11,627 $
December 31, 2016
Cost
Fair Value
9,414
7,257 $
The mutual funds held in the rabbi trust were 70% equity-based and 30% debt-based as of December 31, 2017. Net
investment income (losses), included in “Other income (expense), net” in the accompanying Consolidated
Statements of Operations consists of the following (in thousands):
Years Ended December 31,
2016
2015
2017
Net realized gains (losses) from sale of trading
securities
Dividend and interest income
Net unrealized holding gains (losses)
Net investment income (losses)
$
195 $
422
1,002
1,619 $
241 $
92
249
582 $
355
79
(597 )
(163 )
84
Note 12. Property and Equipment
Property and equipment consist of the following (in thousands):
Land
Buildings and leasehold improvements
Equipment, furniture and fixtures
Capitalized internally developed software costs
Transportation equipment
Construction in progress
Less: Accumulated depreciation
December 31,
2017
2016
$
$
3,217 $
135,100
312,636
34,886
556
7,462
493,857
333,067
160,790 $
3,360
126,323
306,443
29,176
531
10,693
476,526
320,312
156,214
Capitalized internally developed software, net of depreciation, included in “Property and equipment, net” in the
accompanying Consolidated Balance Sheets was as follows (in thousands):
Capitalized internally developed software costs, net $
15,876 $
15,156
December 31,
2017
2016
Sale of Fixed Assets, Land and Building Located in Morganfield, Kentucky
In December 2016, the Company sold the fixed assets, land and building located in Morganfield, Kentucky, with a
net carrying value of $0.3 million, for cash of $0.5 million (net of selling costs of less than $0.1 million). This
resulted in a net gain on disposal of property and equipment of $0.2 million, which is included in “General and
administrative” in the accompanying Consolidated Statement of Operations for the year ended December 31, 2016.
Winter Storm Damage
In February 2015, customer engagement centers located in Perry County, Kentucky, Buchanan County, Virginia,
and Wise, Virginia experienced damage as a result of winter storms. The Company filed an insurance claim with its
property insurance company to recover losses of $1.6 million, which was received. The claim was finalized during
2015, resulting in a $0.9 million net gain on insurance settlement included in “General and administrative” in the
accompanying Consolidated Statement of Operations for the year ended December 31, 2015.
Note 13. Deferred Charges and Other Assets
Deferred charges and other assets consist of the following (in thousands):
Equity method investments (Note 1)
Non-current deferred tax assets (Note 20)
Rent and other deposits
Non-current value added tax receivables
Non-current mandatory tax security deposits
(Note 20)
Other
December 31,
2017
2016
$
$
10,341 $
6,657
5,379
548
-
6,268
29,193 $
449
12,983
4,816
581
13,810
5,855
38,494
85
Note 14. Accrued Employee Compensation and Benefits
Accrued employee compensation and benefits consist of the following (in thousands):
Accrued compensation
Accrued bonus and commissions
Accrued vacation
Accrued employment taxes
Other
December 31,
2017
2016
$
$
42,505 $
22,523
18,848
11,412
7,611
102,899 $
38,774
17,540
17,607
12,134
6,497
92,552
Note 15. Deferred Revenue
Deferred revenue consists of the following (in thousands):
Future service
Estimated potential penalties and holdbacks
Estimated chargebacks
December 31,
2017
2016
$
$
26,353 $
4,339
4,025
34,717 $
27,116
6,593
5,027
38,736
Note 16. Other Accrued Expenses and Current Liabilities
Other accrued expenses and current liabilities consist of the following (in thousands):
December 31,
2017
2016
Accrued legal and professional fees
Accrued rent
Accrued roadside assistance claim costs
Accrued utilities
Accrued telephone charges
Accrued equipment and software
Customer deposits
Financial derivatives (Note 10)
Contingent consideration (Note 4)
Other
$
$
3,417 $
2,983
2,011
1,694
1,515
946
813
364
-
17,145
30,888 $
Note 17. Deferred Grants
Deferred grants, net of accumulated amortization, consist of the following (in thousands):
December 31,
2017
2016
Property grants
Lease grants
Employment grants
Total deferred grants
Less: Lease grants - short-term (1)
Less: Employment grants - short-term (1)
Total long-term deferred grants
$
$
2,843 $
507
61
3,411
(117)
(61)
3,233 $
2,956
2,911
1,997
1,704
1,444
745
2,291
2,086
6,100
15,685
37,919
3,353
502
67
3,922
(94 )
(67 )
3,761
(1) Included in "Other accrued expenses and current liabilities" in the accompanying
Consolidated Balance Sheets.
86
Note 18. Borrowings
On May 12, 2015, the Company entered into a $440 million revolving credit facility (the “2015 Credit Agreement”)
with a group of lenders and KeyBank National Association, as Lead Arranger, Sole Book Runner, Administrative
Agent, Swing Line Lender and Issuing Lender (“KeyBank”). The 2015 Credit Agreement replaced the Company’s
previous $245 million revolving credit facility dated May 3, 2012 (the “2012 Credit Agreement”), as amended,
which agreement was terminated simultaneous with entering into the 2015 Credit Agreement. The 2015 Credit
Agreement is subject to certain borrowing limitations and includes certain customary financial and restrictive
covenants.
The 2015 Credit Agreement includes a $200 million alternate-currency sub-facility, a $10 million swingline sub-
facility and a $35 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 2015 Credit Agreement matures on May 12, 2020, and had outstanding borrowings of $275.0 million and
$267.0 million as of December 31, 2017 and 2016, respectively, included in “Long-term debt” in the accompanying
Consolidated Balance Sheets.
On April 1, 2016, the Company borrowed $216.0 million under its 2015 Credit Agreement in connection with the
acquisition of Clearlink.
Borrowings under the 2015 Credit Agreement bear interest at the rates set forth in the 2015 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 and calculated on the average unused amount of
the 2015 Credit Agreement.
The 2015 Credit Agreement is guaranteed by all of 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 May 2015, the Company paid an underwriting fee of $0.9 million for the 2015 Credit Agreement, which is
deferred and amortized over the term of the loan, along with the deferred loan fees of $0.4 million related to the
2012 Credit Agreement.
The following table presents information related to our credit agreements (dollars in thousands):
Average daily utilization
Interest expense (1), (2)
Weighted average interest rate (2)
$
$
268,775
6,668
$
$
2.5%
222,612 $
3,952 $
1.8%
69,964
1,307
1.9 %
2017
Years Ended December 31,
2016
2015
(1) Excludes the amortization of deferred loan fees.
(2) Includes the commitment fee.
87
Note 19. Accumulated Other Comprehensive Income (Loss)
The Company presents data in the Consolidated Statements of Changes in Shareholders’ Equity in accordance with
ASC 220, Comprehensive Income (“ASC 220”). ASC 220 establishes rules for the reporting of comprehensive
income (loss) and its components. The components of accumulated other comprehensive income (loss) consist of
the following (in thousands):
Balance at January 1, 2015
Pre-tax amount
Tax (provision) benefit
Reclassification of (gain) loss to net
income
Foreign currency translation
Balance at December 31, 2015
Pre-tax amount
Tax (provision) benefit
Reclassification of (gain) loss to net
income
Foreign currency translation
Balance at December 31, 2016
Pre-tax amount
Tax (provision) benefit
Reclassification of (gain) loss to net
income
Foreign currency translation
Balance at December 31, 2017
Unrealized
Gain (Loss)
on Net
Investment
Hedges
Unrealized
Gain (Loss)
on Cash
Flow
Hedging
Instruments
Unrealized
Actuarial
Gain (Loss)
Related to
Pension
Liability
276 $
6,101
(2,207)
(111) $
1,708
32
1,008 $
121
(2)
Unrealized
Gain (Loss)
on Post
Retirement
Obligation Total
342 $
(12 )
-
(20,561)
(29,260)
(2,177)
Foreign
Currency
Translation
Gain (Loss)
$
(22,076) $
(37,178)
-
647
6
(58,601)
(13,832)
-
-
40
(72,393)
36,101
-
-
-
4,170
3,409
(1,313)
-
-
6,266
(8,352)
3,132
(2,195)
39
(527)
(2,313)
72
527
16
(2,225)
2,276
(54)
(53)
(45)
1,029
212
(8)
(52)
(56)
1,125
527
(18)
-
(23)
(36,315) $
$
-
-
1,046 $
2,444
30
2,471 $
(53)
(7)
1,574 $
(63 )
-
267
(9 )
-
(58 )
-
200
(30 )
-
(50 )
-
120 $
(1,664)
-
(53,662)
(12,533)
(1,249)
417
-
(67,027)
30,522
3,060
2,341
-
(31,104)
88
The following table summarizes the amounts reclassified to net income from accumulated other comprehensive
income (loss) and the associated line item in the accompanying Consolidated Statements of Operations (in
thousands):
Years Ended December 31,
2016
2015
2017
Statements of Operations
Location
$
Foreign Currency Translation Gain (Loss): (1)
Pre-tax amount
Tax (provision) benefit
Reclassification to net income
Gain (Loss) on Cash Flow Hedging Instruments:
(2)
Pre-tax amount
Tax (provision) benefit
Reclassification to net income
Actuarial Gain (Loss) Related to Pension
Liability: (3)
Pre-tax amount
Tax (provision) benefit
Reclassification to net income
Gain (Loss) on Post Retirement Obligation: (3),(4)
Reclassification to net income
Total reclassification of gain (loss) to net income $
- $
-
-
- $
-
-
(647) Other income (expense), net
- Income taxes
(647)
(2,537)
93
(2,444)
(558)
31
(527)
2,150 Revenues
45 Income taxes
2,195
43
10
53
40
12
52
Direct salaries and related
41
costs
12 Income taxes
53
50
(2,341) $
58
(417) $
63 General and administrative
1,664
(1) See Note 26, Other Income (Expense), for further information.
(2) See Note 10, Financial Derivatives, for further information.
(3) See Note 23, Defined Benefit Pension Plan and Postretirement Benefits, for further information.
(4) No related tax (provision) benefit.
As discussed in Note 20, Income Taxes, any remaining 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 have been provided.
Note 20. Income Taxes
The income before income taxes consists of the following (in thousands):
Domestic (U.S., state and local)
Foreign
Total income before income taxes
Years Ended December 31,
2016
2015
2017
$
$
9,662 $
71,645
81,307 $
34,761 $
54,123
88,884 $
41,178
48,805
89,983
Significant components of the income tax provision are as follows (in thousands):
Current:
U.S. federal
State and local
Foreign
Total current provision for income taxes
Deferred:
U.S. federal
State and local
Foreign
Total deferred provision (benefit) for income taxes
Total provision for income taxes
$
$
$
89
Years Ended December 31,
2016
2015
2017
29,986 $
855
10,342
41,183
7,919
922
(933)
7,908
49,091 $
9,514 $
1,958
12,683
24,155
2,007
(526 )
858
2,339
26,494 $
7,374
1,051
10,446
18,871
3,873
(1,227)
(131)
2,515
21,386
The temporary differences that give rise to significant portions of the deferred income tax provision (benefit) are as
follows (in thousands):
Net operating loss and tax credit carryforwards
Accrued expenses/liabilities
Depreciation and amortization
Valuation allowance
Deferred statutory income
Other
$
Total deferred provision (benefit) for income taxes
$
Years Ended December 31,
2016
2015
2017
1,231 $
16,470
(10,571)
(1,441)
2,479
(260)
7,908 $
285 $
1,173
1,286
901
(1,394 )
88
2,339 $
3,564
2,856
(2,231)
(1,958)
266
18
2,515
The reconciliation of the income tax provision computed at the U.S. federal statutory tax rate to the Company’s
effective income tax provision is as follows (in thousands):
Tax at U.S. federal statutory tax rate
State income taxes, net of federal tax benefit
Foreign rate differential
Tax holidays
Permanent differences
Tax credits
Foreign withholding and other taxes
Changes in valuation allowance
Changes in uncertain tax positions
Statutory tax rate changes
2017 Tax Reform Act
Other
Total provision for income taxes
Years Ended December 31,
2016
2015
2017
$
$
28,457 $
594
(14,736)
(2,951)
8,749
(5,102)
2,661
(1,689)
(1,812)
2,536
32,705
(321)
49,091 $
31,109 $
1,432
(15,837 )
(3,314 )
12,768
(4,396 )
2,667
994
398
242
-
431
26,494 $
31,494
(177)
(14,030)
(4,031)
11,737
(4,102)
2,321
(631)
(1,858)
(340)
-
1,003
21,386
Withholding taxes on offshore cash movements assessed by certain foreign governments of $1.7 million, $2.0
million and $1.7 million were included in the provision for income taxes in the accompanying Consolidated
Statements of Operations for the years ended December 31, 2017, 2016 and 2015, respectively.
On December 22, 2017, the 2017 Tax Reform Act was signed into law making significant changes to the Internal
Revenue Code. Changes include, but are 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. We have estimated our provision for income taxes in accordance with the 2017 Tax Reform Act
and guidance available as of the date of this filing and as a result have recorded $32.7 million as additional income
tax expense in the fourth quarter of 2017, the period in which the legislation was enacted. The $32.7 million
estimate includes 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.
No additional income taxes have been provided for any remaining outside basis difference inherent in these entities
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.
On December 22, 2017, the SEC issued Staff Accounting Bulletin No. 118 ("SAB 118") to address the application
of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or
analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of
the 2017 Tax Reform Act. In accordance with SAB 118, we have determined that the deferred tax benefit recorded
in connection with the remeasurement of certain deferred tax assets and liabilities and the current tax expense
recorded in connection with the transition tax on the mandatory deemed repatriation of foreign earnings was a
90
provisional amount and a reasonable estimate at December 31, 2017. Additional work is necessary for a more
detailed analysis of our deferred tax assets and liabilities and our historical foreign earnings as well as potential
correlative adjustments. Any subsequent adjustment to these amounts will be recorded to current tax expense in the
quarter of identification, but no later than one year from the enactment date.
The Company has been granted tax holidays in The Philippines, Colombia, Costa Rica and El Salvador. The tax
holidays have various expiration dates ranging from 2019 through 2028. In some cases, the tax holidays expire
without possibility of renewal. In other cases, the Company expects to renew these tax holidays, but there are no
assurances from the respective foreign governments that they will renew them. This could potentially result in future
adverse tax consequences in the local jurisdiction, the impact of which is not practicable to estimate due to the
inherent complexity of estimating critical variables such as long-term future profitability, tax regulations and rates in
the multi-national tax environment in which the Company operates. The Company’s tax holidays decreased the
provision for income taxes by $3.0 million ($0.07 per diluted share), $3.3 million ($0.08 per diluted share) and $4.0
million ($0.09 per diluted share) for the years ended December 31, 2017, 2016 and 2015, respectively.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and
liabilities for financial reporting purposes and the amounts used for income taxes. The temporary differences that
give rise to significant portions of the deferred tax assets and liabilities are presented below (in thousands):
Deferred tax assets:
Net operating loss and tax credit carryforwards
Valuation allowance
Accrued expenses
Deferred revenue
Depreciation and amortization
Other
Deferred tax liabilities:
Depreciation and amortization
Deferred statutory income
Accrued liabilities
Other
Net deferred tax assets
Classified as follows:
Deferred charges and other assets (Note
13)
Other long-term liabilities
Net deferred tax assets
$
$
December 31,
2017
2016
$
$
33,803 $
(32,443)
9,938
4,544
1,628
229
17,699
(12,999)
(938)
(2,849)
(258)
(17,044)
655 $
31,297
(30,221 )
25,593
7,031
1,062
15
34,777
(23,177 )
(986 )
(1,604 )
(104 )
(25,871 )
8,906
December 31,
2017
2016
6,657 $
(6,002)
655 $
12,983
(4,077 )
8,906
There are approximately $158.8 million of income tax loss carryforwards as of December 31, 2017, with varying
expiration dates, approximately $127.2 million relating to foreign operations and $31.6 million relating to U.S. state
operations. With respect to foreign operations, $102.1 million of the net operating loss carryforwards have an
indefinite expiration date and the remaining $25.1 million net operating loss carryforwards have varying expiration
dates through December 2038. Regarding the foreign and U.S. state aforementioned tax loss carryforwards, no
benefit has been recognized for $121.5 million and $23.8 million, respectively, as the Company does not anticipate
that the losses will more likely than not be fully utilized.
The Company has accrued $1.3 million and $8.5 million as of December 31, 2017 and 2016, respectively, excluding
penalties and interest, for the liability for unrecognized tax benefits. The decrease is primarily due to the effective
settlement of the Canadian Revenue Agency audit. The $1.3 million and $8.5 million of the unrecognized tax
benefits at December 31, 2017 and 2016, respectively, were recorded in “Long-term income tax liabilities” in the
accompanying Consolidated Balance Sheets. Had the Company recognized these tax benefits, approximately $1.3
million and $8.5 million, and the related interest and penalties, would have favorably impacted the effective tax rate
91
in 2017 and 2016, respectively. The Company anticipates that approximately $0.4 million of the unrecognized tax
benefits will be recognized in the next twelve months due to a lapse in the applicable statute of limitations.
The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income
taxes. The Company had $1.3 million and $10.8 million accrued for interest and penalties as of December 31, 2017
and 2016, respectively. Of the accrued interest and penalties at December 31, 2017 and 2016, $0.8 million and $3.5
million, respectively, relate to statutory penalties. The amount of interest and penalties, net, included in the provision
for income taxes in the accompanying Consolidated Statements of Operations for the years ended December 31,
2017, 2016 and 2015 was $(9.5) million, $0.4 million and $0.3 million, respectively.
The tabular reconciliation of the amounts of unrecognized net tax benefits is presented below (in thousands):
Gross unrecognized tax benefits as of January 1,
Decreases from settlements with tax authorities
Decreases due to lapse in applicable statute of limitations
Foreign currency translation increases (decreases)
Gross unrecognized tax benefits as of December 31,
$
$
8,531 $
(10,865)
(466)
4,142
1,342 $
8,116 $
-
-
415
8,531 $
13,285
-
(2,206)
(2,963)
8,116
Years Ended December 31,
2016
2015
2017
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. The total amount of deposits was
$13.8 million as of December 31, 2016 (none at December 31, 2017) and was included in “Deferred charges and
other assets” in the accompanying Consolidated Balance Sheets. 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, and the deposits were applied against
the anticipated liability.
With the effective settlement of the Canadian audit, 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 for the remaining audits and their resolution is not expected to have a material impact on its financial
conditions and results of operations.
The Company and its subsidiaries file federal, state and local income tax returns as required in the U.S. and in
various foreign tax jurisdictions. The major tax jurisdictions and tax years that are open and subject to examination
by the respective tax authorities as of December 31, 2017 are tax years 2014 through 2017 for the U.S. The 2003 to
2013 tax years for the U.S. are open to the extent of the tax credit carryforward amounts.
Note 21. Earnings Per Share
Basic earnings per share is based on the weighted average number of common shares outstanding during the periods.
Diluted earnings per share includes the weighted average number of common shares outstanding during the
respective periods and the further dilutive effect, if any, from stock appreciation rights, restricted stock, restricted
stock units and shares held in a rabbi trust using the treasury stock method.
The numbers of shares used in the earnings per share computation are as follows (in thousands):
Basic:
Weighted average common shares outstanding
41,822
41,847
41,899
Years Ended December 31,
2016
2017
2015
Diluted:
Dilutive effect of stock appreciation rights, restricted
stock, restricted stock units and shares held
in rabbi trust
Total weighted average diluted shares outstanding
Anti-dilutive shares excluded from the diluted earnings per
share calculation
92
319
42,141
392
42,239
548
42,447
46
20
20
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 5.3 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 share repurchase programs were as follows (in thousands, except per
share amounts):
For the Years Ended
December 31, 2017
December 31, 2016
December 31, 2015
Total Number of
Shares
Repurchased
Range of Prices Paid Per Share
Low
High
Total Cost of
Shares
Repurchased
- $
390
860
- $
27.81
22.81
- $
30.00
25.00
-
11,144
20,879
Note 22. Commitments and Loss Contingency
Lease and Purchase Commitments
The Company leases certain equipment and buildings under operating leases, which expire at various dates through
2035, many with options to cancel at varying points during the lease. Fair value renewal and escalation clauses exist
for many of the operating leases. Rental expense, primarily included in “General and administrative” in the
accompanying Consolidated Statements of Operations, under operating leases was as follows (in thousands):
Rental expense
$
59,906 $
55,584 $
47,208
Years Ended December 31,
2016
2015
2017
The following is a schedule of future minimum rental payments required under operating leases that have
noncancelable lease terms as of December 31, 2017 (in thousands):
2018
2019
2020
2021
2022
2023 and thereafter
Total minimum payments required
Amount
52,518
44,717
37,384
31,066
21,416
55,925
243,026
$
$
The Company enters into agreements with third-party vendors in the ordinary course of business whereby the
Company commits to purchase goods and services used in its normal operations. These agreements 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 based on certain conditions.
93
The following is a schedule of future minimum purchases remaining under the agreements as of December 31, 2017
(in thousands):
2018
2019
2020
2021
2022
2023 and thereafter
Total minimum payments required
Amount
51,279
18,759
8,033
128
-
-
78,199
$
$
The July 2015 Qelp acquisition included contingent consideration of $6.0 million, based on achieving targets tied to
revenues and EBITDA for the years ended December 31, 2016, 2017 and 2018. On September 26, 2016, the
Company entered into an addendum to the Qelp Purchase Agreement with the Sellers to settle the outstanding
contingent consideration for EUR 4.0 million ($4.2 million as of December 31, 2016) to be paid by June 30, 2017.
The Company paid $4.4 million in May 2017 to settle the outstanding contingent consideration obligation.
As part of the April 2016 Clearlink acquisition, the Company assumed contingent consideration liabilities related to
four separate acquisitions made by Clearlink in 2015 and 2016, prior to the Clearlink acquisition. The fair value of
the contingent consideration related to these previous acquisitions was $2.8 million as of April 1, 2016 and was
based on achieving targets primarily tied to revenues for varying periods of time during 2016 and 2017. As of
December 31, 2017, all outstanding contingent consideration obligations were paid.
Indemnities, Commitments and Guarantees
From time to time, during the normal course of business, the Company may make certain indemnities, commitments
and guarantees under which it may be required to make payments in relation to certain transactions. These include,
but are not limited to: (i) indemnities to clients, vendors and service providers pertaining to claims based on
negligence or willful misconduct of the Company and (ii) indemnities involving breach of contract, the accuracy of
representations and warranties of the Company, or other liabilities assumed by the Company in certain contracts. In
addition, the Company has agreements whereby it will indemnify certain officers and directors for certain events or
occurrences while the officer or director is, or was, serving at the Company’s 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 the Company could be required to make under these indemnification
agreements is unlimited; however, the Company has director and officer insurance coverage that limits its exposure
and enables it to recover a portion of any future amounts paid. The Company believes the applicable insurance
coverage is generally adequate to cover any estimated potential liability under these indemnification agreements.
The majority of these indemnities, commitments and guarantees do not provide for any limitation of the maximum
potential for future payments the Company could be obligated to make. The Company has not recorded any liability
for these indemnities, commitments and guarantees in the accompanying Consolidated Balance Sheets. In addition,
the Company has some client contracts that do not contain contractual provisions for the limitation of liability, and
other client contracts that contain agreed upon exceptions to limitation of liability. The Company has not recorded
any liability in the accompanying Consolidated Balance Sheets with respect to any client contracts under which the
Company has or may have unlimited liability.
Loss Contingency
The Company, from time to time, is involved in legal actions arising in the ordinary course of business. With respect
to these matters, management believes that the Company has adequate legal defenses and/or when possible and
appropriate, 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 or results of operations.
94
Note 23. Defined Benefit Pension Plan and Postretirement Benefits
Defined Benefit Pension Plans
The Company sponsors non-contributory defined benefit pension plans (the “Pension Plans”) for its covered
employees in The Philippines. The Pension Plans provide defined benefits based on years of service and final salary.
All permanent employees meeting the minimum service requirement are eligible to participate in the Pension Plans.
As of December 31, 2017, the Pension Plans were unfunded. The Company expects to make no cash contributions to
its Pension Plans during 2018.
The following table provides a reconciliation of the change in the benefit obligation for the Pension Plans and the
net amount recognized, included in “Other long-term liabilities”, in the accompanying Consolidated Balance Sheets
(in thousands):
Beginning benefit obligation
Service cost
Interest cost
Actuarial (gains) losses
Benefits paid
Effect of foreign currency translation
Ending benefit obligation
Unfunded status
Net amount recognized
December 31,
2017
2016
3,551 $
443
194
(521)
(3)
(22)
3,642 $
3,409
443
165
(212 )
(72 )
(182 )
3,551
(3,642)
(3,642) $
(3,551 )
(3,551 )
$
$
$
The actuarial assumptions used to determine the benefit obligations and net periodic benefit cost for the Pension
Plans were as follows:
Discount rate
Rate of compensation increase
Years Ended December 31,
2016
5.5-5.6%
2017
5.5-5.6%
2.0%
2.0%
2015
5.0-5.4%
2.0 %
The Company evaluates these assumptions on a periodic basis taking into consideration current market conditions
and historical market data. The discount rate is used to calculate expected future cash flows at a present value on the
measurement date, which is December 31. This rate represents the market rate for high-quality fixed income
investments. A lower discount rate would increase the present value of benefit obligations. Other assumptions
include demographic factors such as retirement, mortality and turnover.
The following table provides information about the net periodic benefit cost and other accumulated comprehensive
income for the Pension Plans (in thousands):
Service cost
Interest cost
Recognized actuarial (gains)
Net periodic benefit cost
Unrealized net actuarial (gains), net of tax
Total amount recognized in net periodic benefit
cost and other accumulated comprehensive
income (loss)
$
Years Ended December 31,
2016
2015
2017
443 $
194
(43)
594
(1,574)
443 $
165
(40)
568
(1,126)
433
135
(41 )
527
(1,029 )
$
(980) $
(558) $
(502 )
95
The estimated future benefit payments, which reflect expected future service, as appropriate, are as follows (in
thousands):
Years Ending December 31,
2018
2019
2020
2021
2022
2023 - 2027
Amount
$
341
64
61
152
115
965
The Company expects to recognize $0.1 million of net actuarial gains as a component of net periodic benefit cost in
2018.
Employee Retirement Savings Plans
The Company maintains a 401(k) plan covering defined employees who meet established eligibility requirements.
Under the plan provisions, the Company matches 50% of participant contributions to a maximum matching amount
of 2% of participant compensation. The Company’s contributions included in the accompanying Consolidated
Statements of Operations were as follows (in thousands):
401(k) plan contributions
$
1,502 $
969 $
832
2017
Years Ended December 31,
2016
2015
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 Consolidated Balance Sheets were as follows (in thousands):
December 31,
2017
2016
Postretirement benefit obligation
Unrealized gains (losses) in AOCI (1)
$
15 $
120
27
200
(1) Unrealized gains (losses) are due to changes in discount rates related to the
postretirement obligation.
Post-Retirement Defined Contribution Healthcare Plan
On January 1, 2005, the Company established a Post-Retirement Defined Contribution Healthcare Plan for eligible
employees meeting certain service and age requirements. The plan is fully funded by the participants and
accordingly, the Company does not recognize expense relating to the plan.
96
Note 24. Stock-Based Compensation
The Company’s stock-based compensation plans include the 2011 Equity Incentive Plan, the Non-Employee
Director Fee Plan and the Deferred Compensation Plan. The following table summarizes the stock-based
compensation expense (primarily in the Americas), income tax benefits related to the stock-based compensation and
excess tax benefits (in thousands):
Years Ended December 31,
2016
2015
2017
Stock-based compensation (expense) (1)
Income tax benefit (2)
Excess tax benefit from stock-based compensation (3)
$
(7,621) $
2,858
-
(10,779 ) $
4,150
2,098
(8,749 )
3,281
422
(1) Included in "General and administrative" costs in the accompanying Consolidated Statements of
Operations.
(2) Included in "Income taxes" in the accompanying Consolidated Statements of Operations.
(3) Included in "Additional paid-in capital" in the accompanying Consolidated Statements of Changes in
Shareholders' Equity.
There were no capitalized stock-based compensation costs as of December 31, 2017, 2016 and 2015.
Beginning January 1, 2017, as a result of the adoption of ASU 2016-09, the Company began accounting for
forfeitures as they occur, rather than estimating expected forfeitures. The net cumulative effect of this change was
recognized as a $0.2 million reduction to retained earnings as of January 1, 2017. Additionally, excess tax benefits
from stock compensation are included in “Income taxes” in the accompanying Consolidated Statements of
Operations subsequent to the adoption of ASU 2016-09.
2011 Equity Incentive Plan — The Company’s Board adopted the Sykes Enterprises, Incorporated 2011 Equity
Incentive Plan (the "2011 Plan”) on March 23, 2011, as amended on May 11, 2011 to reduce the number of shares of
common stock available to 4.0 million shares. The 2011 Plan was approved by the shareholders at the May 2011
annual shareholders meeting. The 2011 Plan replaced and superseded the Company’s 2001 Equity Incentive Plan
(the “2001 Plan”), which expired on March 14, 2011. The outstanding awards granted under the 2001 Plan will
remain in effect until their exercise, expiration or termination. The 2011 Plan permits the grant of restricted stock,
stock appreciation rights, stock options and other stock-based awards to certain employees of the Company,
members of the Company’s Board of Directors 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.
Stock Appreciation Rights — The Board, at the recommendation of the Compensation and Human Resources
Development Committee (the “Compensation Committee”), has approved in the past, and may approve in the future,
awards of stock-settled stock appreciation rights (“SARs”) for eligible participants. SARs represent the right to
receive, without payment to the Company, a certain number of shares of common stock, as determined by the
Compensation Committee, equal to the amount by which the fair market value of a share of common stock at the
time of exercise exceeds the grant price.
The SARs are granted at the fair market value of the Company’s common stock on the date of the grant and vest
one-third on each of the first three anniversaries of the date of grant, provided the participant is employed by the
Company on such date. The SARs have a term of 10 years from the date of grant. In the event of a change in
control, the SARs will vest on the date of the change in control, provided that the participant is employed by the
Company on the date of the change in control.
All currently outstanding SARs are exercisable within three months after the death, disability, retirement or
termination of the participant’s employment with the Company, if and to the extent the SARs were exercisable
immediately prior to such termination. If the participant’s employment is terminated for cause, or the participant
terminates his or her own employment with the Company, any portion of the SARs not yet exercised (whether or not
vested) terminates immediately on the date of termination of employment.
The fair value of each SAR is estimated on the date of grant using the Black-Scholes valuation model that uses
various assumptions. The fair value of the SARs is expensed on a straight-line basis over the requisite service
period. Expected volatility is based on the historical volatility of the Company’s stock. The risk-free rate for periods
97
within the contractual life of the award is based on the yield curve of a zero-coupon U.S. Treasury bond on the date
the award is granted with a maturity equal to the expected term of the award. Exercises and forfeitures are estimated
within the valuation model using employee termination and other historical data. The expected term of the SARs
granted represents the period of time the SARs are expected to be outstanding.
The following table summarizes the assumptions used to estimate the fair value of SARs granted:
Years Ended December 31,
2016
2015
2017
Expected volatility
Weighted-average volatility
Expected dividend rate
Expected term (in years)
Risk-free rate
19.3%
19.3%
0.0%
5.0
1.9%
25.3%
25.3%
0.0%
5.0
1.5%
34.1 %
34.1 %
0.0 %
5.0
1.6 %
The following table summarizes SARs activity as of December 31, 2017 and for the year then ended:
Stock Appreciation Rights
Outstanding at January 1, 2017
Granted
Exercised
Forfeited or expired
Outstanding at December 31, 2017
Vested or expected to vest at December 31, 2017
Exercisable at December 31, 2017
Weighted
Average
Exercise
Price
Shares
(000s)
Weighted
Average
Remaining
Contractual
Term (in
years)
Aggregate
Intrinsic
Value (000s)
633 $
396 $
(215) $
(80) $
734 $
734 $
134 $
-
-
-
-
-
-
-
8.4 $
8.4 $
6.6 $
2,182
2,182
832
The following table summarizes information regarding SARs granted and exercised (in thousands, except per SAR
amounts):
Years Ended December 31,
2016
2015
2017
Number of SARs granted
Weighted average grant-date fair value per SAR
Intrinsic value of SARs exercised
Fair value of SARs vested
396
6.24 $
1,763 $
1,846 $
$
$
$
323
7.68 $
1,691 $
1,520 $
217
8.17
5,957
1,302
The following table summarizes nonvested SARs activity as of December 31, 2017 and for the year then ended:
Nonvested Stock Appreciation Rights
Nonvested at January 1, 2017
Granted
Vested
Forfeited or expired
Nonvested at December 31, 2017
Shares
(000s)
Weighted
Average
Grant-Date
Fair Value
7.76
6.24
7.69
6.93
6.88
515 $
396 $
(241) $
(70) $
600 $
As of December 31, 2017, there was $2.6 million of total unrecognized compensation cost, net of estimated
forfeitures, related to nonvested SARs granted under the 2011 Plan. This cost is expected to be recognized over a
weighted average period of 1.3 years.
Restricted Shares – The Board, at the recommendation of the Compensation Committee, has approved in the past,
and may approve in the future, awards of performance and employment-based restricted shares (“restricted shares”)
for eligible participants. In some instances, where the issuance of restricted shares has adverse tax consequences to
98
the recipient, the Board may instead issue restricted stock units (“RSUs”). The restricted shares are shares of the
Company’s common stock (or in the case of RSUs, represent an equivalent number of shares of the Company’s
common stock) which are issued to the participant subject to (a) restrictions on transfer for a period of time and (b)
forfeiture under certain conditions. The performance goals, including revenue growth and income from operations
targets, provide a range of vesting possibilities from 0% to 100% and will be measured at the end of the performance
period. If the performance conditions are met for the performance period, the shares will vest and all restrictions on
the transfer of the restricted shares will lapse (or in the case of RSUs, an equivalent number of shares of the
Company’s common stock will be issued to the recipient). The Company recognizes compensation cost, net of
estimated forfeitures, based on the fair value (which approximates the current market price) of the restricted shares
(and RSUs) on the date of grant ratably over the requisite service period based on the probability of achieving the
performance goals.
Changes in the probability of achieving the performance goals from period to period will result in corresponding
changes in compensation expense. The employment-based restricted shares currently outstanding vest one-third on
each of the first three anniversaries of the date of grant, provided the participant is employed by the Company on
such date. In the event of a change in control (as defined in the 2011 Plan) prior to the date the restricted shares vest,
all of the restricted shares will vest and the restrictions on transfer will lapse with respect to such vested shares on
the date of the change in control, provided that participant is employed by the Company on the date of the change in
control.
If the participant’s employment with the Company is terminated for any reason, either by the Company or
participant, prior to the date on which the restricted shares have vested and the restrictions have lapsed with respect
to such vested shares, any restricted shares remaining subject to the restrictions (together with any dividends paid
thereon) will be forfeited, unless there has been a change in control prior to such date.
The following table summarizes nonvested restricted shares/RSUs activity as of December 31, 2017 and for the year
then ended:
Nonvested Restricted Shares and RSUs
Nonvested at January 1, 2017
Granted
Vested
Forfeited or expired
Nonvested at December 31, 2017
Shares
(000s)
Weighted
Average
Grant-Date
Fair Value
25.47
29.42
20.95
25.62
28.50
1,136 $
480 $
(328) $
(179) $
1,109 $
The following table summarizes information regarding restricted shares/RSUs granted and vested (in thousands,
except per restricted share/RSU amounts):
Years Ended December 31,
2016
2015
2017
Number of restricted shares/RSUs granted
Weighted average grant-date fair value per restricted
share/RSU
Fair value of restricted shares/RSUs vested
480
451
441
$
$
29.42 $
6,868 $
30.32 $
6,785 $
25.06
2,019
As of December 31, 2017, based on the probability of achieving the performance goals, there was $22.6 million of
total unrecognized compensation cost, net of estimated forfeitures, related to nonvested restricted shares/RSUs
granted under the 2011 Plan. This cost is expected to be recognized over a weighted average period of 1.6 years.
Non-Employee Director Fee Plan — The Company’s 2004 Non-Employee Director Fee Plan (the “2004 Fee Plan”),
as amended on May 17, 2012, provided that all new non-employee directors joining the Board would receive an
initial grant of shares of common stock on the date the new director is elected or appointed, the number of which
will be determined by dividing $60,000 by the closing price of the Company’s common stock on the trading day
immediately preceding the date a new director is elected or appointed, rounded to the nearest whole number of
shares. The initial grant of shares vested in twelve equal quarterly installments, one-twelfth on the date of grant and
an additional one-twelfth on each successive third monthly anniversary of the date of grant. The award lapses with
99
respect to all unvested shares in the event the non-employee director ceases to be a director of the Company, and any
unvested shares are forfeited.
The 2004 Fee Plan also provided that each non-employee director would receive, on the day after the annual
shareholders meeting, an annual retainer for service as a non-employee director (the “Annual Retainer”). Prior to
May 17, 2012, the Annual Retainer was $95,000, of which $50,000 was payable in cash, and the remainder was paid
in stock. The annual grant of cash vested in four equal quarterly installments, one-fourth on the day following the
annual meeting of shareholders, and an additional one-fourth on each successive third monthly anniversary of the
date of grant. The annual grant of shares paid to non-employee directors prior to May 17, 2012 vests in eight equal
quarterly installments, one-eighth on the day following the annual meeting of shareholders, and an additional one-
eighth on each successive third monthly anniversary of the date of grant. On May 17, 2012, upon the
recommendation of the Compensation Committee, the Board adopted the Fifth Amended and Restated Non-
Employee Director Fee Plan (the “Amendment”), which increased the common stock component of the Annual
Retainer by $30,000, resulting in a total Annual Retainer of $125,000, of which $50,000 was payable in cash and the
remainder paid in stock. In addition, the Amendment also changed the vesting period for the annual equity award,
from a two-year vesting period, to a one-year vesting period (consisting of four equal quarterly installments, one-
fourth on the date of grant and an additional one-fourth on each successive third monthly anniversary of the date of
grant). The award lapses with respect to all unpaid cash and unvested shares in the event the non-employee director
ceases to be a director of the Company, and any unvested shares and unpaid cash are forfeited.
In addition to the Annual Retainer award, the 2004 Fee Plan also provided for any non-employee Chairman of the
Board to receive an additional annual cash award of $100,000, and each non-employee director serving on a
committee of the Board to receive an additional annual cash award. The additional annual cash award for the
Chairperson of the Audit Committee is $20,000 and Audit Committee members’ are entitled to an annual cash
award of $10,000. The annual cash awards for the Chairpersons of the Compensation Committee, Finance
Committee and Nominating and Corporate Governance Committee are $15,000, $12,500 and $12,500, respectively,
and all other members of such committees are entitled to an annual cash award of $7,500.
The 2004 Fee Plan expired in May 2014, prior to the 2014 Annual Shareholder Meeting. In March 2014, upon the
recommendation of the Compensation Committee, the Board determined that, following the expiration of the 2004
Fee Plan, the compensation of non-employee Directors should continue on the same terms as provided in the Fifth
Amended and Restated Non-Employee Director Fee Plan, except the amounts of cash and equity grants shall be
determined annually by the Board, and that the stock portion of such compensation would be issued under the 2011
Plan.
At the Board’s regularly scheduled meeting on December 10, 2014, upon the recommendation of the Compensation
Committee, the Board determined that the amount of the cash and equity compensation payable to non-employee
directors beginning on the date of the 2015 annual shareholder meeting would be increased as follows: cash
compensation would be increased by $5,000 per year to a total of $55,000 and equity compensation would be
increased by $25,000 per year to a total of $100,000. No change would be made in the additional amounts payable
to the Chairman of the Board or the Chairs or members of the various Board committees for their service on such
committees, and no changes would be made in the payment terms described above for such cash and equity
compensation.
At the Board’s regularly scheduled meeting on December 9, 2015, upon the recommendation of the Compensation
Committee, the Board determined that the amount of the cash and equity compensation payable to non-employee
directors beginning on the date of the 2016 annual shareholders’ meeting would remain unchanged.
At the Board’s regularly scheduled meeting on December 6, 2016, upon the recommendation of the Compensation
Committee, the Board determined that the amount of the cash compensation payable to non-employee directors
beginning on the date of the 2017 annual shareholder meeting would be increased by $15,000 per year to a total of
$70,000.
The Board may pay additional cash compensation to any non-employee director for services on behalf of the Board
over and above those typically expected of directors, including but not limited to service on a special committee of
the Board.
100
The following table summarizes nonvested common stock share award activity as of December 31, 2017 and for the
year then ended:
Nonvested Common Stock Share Awards
Nonvested at January 1, 2017
Granted
Vested
Forfeited or expired
Nonvested at December 31, 2017
Shares
(000s)
Weighted
Average
Grant-Date
Fair Value
28.69
32.93
31.52
-
32.21
10 $
24 $
(26) $
- $
8 $
The following table summarizes information regarding common stock share awards granted and vested (in
thousands, except per share award amounts):
Years Ended December 31,
2016
2015
2017
Number of share awards granted
Weighted average grant-date fair value per share award $
Fair value of share awards vested
$
24
32.93 $
850 $
32
29.04 $
850 $
32
24.70
790
As of December 31, 2017, there was $0.2 million of total unrecognized compensation costs, net of estimated
forfeitures, related to nonvested common stock share awards granted under the 2004 Fee Plan. This cost is expected
to be recognized over a weighted average period of 0.3 years.
Deferred Compensation Plan — The Company’s non-qualified Deferred Compensation Plan (the “Deferred
Compensation Plan”), which is not shareholder-approved, was adopted by the Board effective December 17, 1998.
It was last amended and restated on August 15, 2017, effective January 1, 2018. Eligibility is limited to a select
group of key management and employees who are expected to receive an annualized base salary (which will not
take into account bonuses or commissions) that exceeds the amount taken into account for purposes of determining
highly compensated employees under Section 414(q) of the Internal Revenue Code of 1986 based on the current
year’s base salary and applicable dollar amounts. The Deferred Compensation Plan provides participants with the
ability to defer between 1% and 80% of their compensation (between 1% and 100% prior to June 30, 2016, the
effective date of the first amendment) until the participant’s retirement, termination, disability or death, or a change
in control of the Company. Using the Company’s common stock, the Company matches 50% of the amounts
deferred by participants on a quarterly basis up to a total of $12,000 per year for the president, chief executive
officer and executive vice presidents, $7,500 per year for senior vice presidents, global vice presidents and vice
presidents, and, effective January 1, 2017, $5,000 per year for all other participants (there was no match for other
participants prior to January 1, 2017, the effective date of the second amendment). Matching contributions and the
associated earnings vest over a seven-year service period. Vesting will be accelerated in the event of the
participant’s death or disability, a change in control or retirement (defined as separate from service after age 65). In
the event of a distribution of benefits as a result of a change in control of the Company, the Company will increase
the benefit by an amount sufficient to offset the income tax obligations created by the distribution of benefits.
Deferred compensation amounts used to pay benefits, which are held in a rabbi trust, include investments in various
mutual funds and shares of the Company’s common stock (see Note 11, Investments Held in Rabbi Trust).
As of December 31, 2017 and 2016, liabilities of $11.6 million and $9.4 million, respectively, of the Deferred
Compensation Plan were recorded in “Accrued employee compensation and benefits” in the accompanying
Consolidated Balance Sheets. Additionally, the Company’s common stock match associated with the Deferred
Compensation Plan, with a carrying value of approximately $2.1 million and $1.8 million at December 31, 2017 and
2016, respectively, is included in “Treasury stock” in the accompanying Consolidated Balance Sheets.
101
The following table summarizes nonvested common stock activity as of December 31, 2017 and for the year then
ended:
Nonvested Common Stock
Nonvested at January 1, 2017
Granted
Vested
Forfeited or expired
Nonvested at December 31, 2017
Shares
(000s)
Weighted
Average
Grant-Date
Fair Value
22.77
30.49
29.57
29.81
29.56
2 $
13 $
(11) $
(1) $
3 $
The following table summarizes information regarding shares of common stock granted and vested (in thousands,
except per common stock amounts):
Years Ended December 31,
2016
2015
2017
Number of shares of common stock granted
Weighted average grant-date fair value per common
stock
Fair value of common stock vested
Cash used to settle the obligation
13
8
8
$
$
$
30.49 $
334 $
1,134 $
29.36 $
255 $
396 $
25.06
244
65
As of December 31, 2017, there was $0.1 million of total unrecognized compensation cost, net of estimated
forfeitures, related to nonvested common stock granted under the Deferred Compensation Plan. This cost is expected
to be recognized over a weighted average period of 3.7 years.
Note 25. Segments and Geographic Information
The Company operates within two 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 two 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.
102
Information about the Company’s reportable segments is as follows (in thousands):
Year Ended December 31, 2017:
Revenues
Percentage of revenues
Depreciation, net
Amortization of intangibles
Income (loss) from operations
Total other income (expense), net
Income taxes
Net income
Year Ended December 31, 2016:
Revenues
Percentage of revenues
Depreciation, net
Amortization of intangibles
Income (loss) from operations
Total other income (expense), net
Income taxes
Net income
Year Ended December 31, 2015:
Revenues
Percentage of revenues
Depreciation, net
Amortization of intangibles
Income (loss) from operations
Total other income (expense), net
Income taxes
Net income
Americas
EMEA
Other (1)
Consolidated
$
$
$
$
$
$
$
$
$
$
$
$
1,325,643
$
83.6%
260,283
$
16.4%
82
$
0.0 %
1,586,008
100.0%
47,730
20,144
$
$
5,211
938
$
$
136,235
$
16,067
$
3,031
-
(65,411 )
(5,584 )
(49,091 )
$
$
$
$
55,972
21,082
86,891
(5,584)
(49,091)
32,216
1,220,818
$
83.6%
239,089
$
16.4%
130
$
0.0 %
1,460,037
100.0%
42,436
18,329
$
$
4,532
1,048
140,131
$
18,380
$
$
$
2,045
-
(66,263 )
(3,364 )
(26,494 )
$
$
$
$
49,013
19,377
92,248
(3,364)
(26,494)
62,390
1,045,415
$
81.3%
240,826
$
18.7%
99
$
0.0 %
1,286,340
100.0%
37,842
13,648
$
$
4,559
522
135,443
$
15,336
$
$
$
1,351
-
(56,515 )
(4,281 )
(21,386 )
$
$
$
$
43,752
14,170
94,264
(4,281)
(21,386)
68,597
(1) Other items (including corporate and other costs, other income and expense, and income taxes) are shown for purposes of
reconciling to the Company’s consolidated totals as shown in the tables above for the years ended December 31, 2017, 2016 and
2015. 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.
Total revenues by segment from AT&T Corporation (“AT&T”), a major provider of communication services for
which the Company provides various customer support services over several distinct lines of AT&T businesses,
were as follows (in thousands):
2017
% of
Years Ended December 31,
2016
2015
% of
Americas
EMEA
Amount
$ 220,010 16.6%
0.0%
-
$ 220,010 13.9%
Revenues Amount
$ 239,033
-
$ 239,033
Revenues Amount
$ 217,449
3,003
$ 220,452
19.6%
0.0%
16.4%
103
% of
Revenues
20.8%
1.2%
17.1%
% of
Revenues
6.0%
0.0%
4.9%
% of
Revenues
0.0%
28.5%
5.3%
The Company has multiple distinct contracts with AT&T spread across multiple lines of businesses, which expire at
varying dates between 2018 and 2019. The Company has 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 the
Company’s 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 the Company’s key clients, including AT&T, could have a
material adverse effect on its performance. Many of the Company’s 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 the Company’s services under the contracts without penalty.
Total revenues by segment from the Company’s next largest client, which was in the financial services vertical in
each of the years, were as follows (in thousands):
Americas
EMEA
Amount
$ 109,475
-
$ 109,475
Revenues Amount
$ 90,508
-
$ 90,508
8.3%
0.0%
6.9%
Revenues Amount
$ 62,980
-
$ 62,980
7.4%
0.0%
6.2%
2017
% of
Years Ended December 31,
2016
2015
% of
Other than AT&T, total revenues by segment of the Company’s clients that each individually represents 10% or
greater of that segment’s revenues in each of the periods were as follows (in thousands):
Americas
EMEA
Amount
$
0.0%
-
104,829 40.3%
6.6%
$ 104,829
Revenues Amount
-
$
96,115
$ 96,115
Revenues Amount
$
-
68,720
$ 68,720
0.0%
40.2%
6.6%
2017
% of
Years Ended December 31,
2016
2015
% of
The Company’s top ten clients accounted for approximately 46.9%, 49.2% and 48.5% of its consolidated revenues
during the years ended December 31, 2017, 2016 and 2015, respectively.
104
The following table represents a disaggregation of revenue from contracts with customers by geographic location for
the years ended December 31, 2017, 2016 and 2015, by the reportable segment for each category (in thousands):
Americas:
United States
The Philippines
Costa Rica
Canada
El Salvador
People's Republic of China
Australia
Mexico
Other
Total Americas
EMEA:
Germany
Sweden
United Kingdom
Romania
Other
Total EMEA
Total Other
Years Ended December 31,
2016
2015
2017
$
$
644,870 $
241,211
132,542
112,367
75,800
38,880
28,442
25,496
26,035
1,325,643
81,634
56,843
42,247
27,924
51,635
260,283
82
1,586,008 $
578,753 $
235,333
124,823
115,226
69,937
34,851
24,267
18,167
19,461
1,220,818
78,982
59,313
38,167
21,387
41,240
239,089
130
1,460,037 $
422,584
216,170
114,483
133,549
63,462
36,270
23,960
18,338
16,599
1,045,415
82,120
56,600
50,209
15,474
36,423
240,826
99
1,286,340
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.
The following table represents a disaggregation of revenue from contracts with customers by product and service
type for the years ended December 31, 2017, 2016 and 2015, by segment for each category (in thousands):
Years Ended December 31,
2016
2015
2017
Americas:
Customer engagement solutions and services $
Other revenues
Total Americas
1,324,534 $
1,109
1,325,643
1,219,824 $
994
1,220,818
1,041,974
3,441
1,045,415
EMEA:
Customer engagement solutions and services
Other revenues
Total EMEA
252,423
7,860
260,283
228,667
10,422
239,089
219,392
21,434
240,826
Other:
Other revenues
Total Other
82
82
130
130
99
99
$
1,586,008 $
1,460,037 $
1,286,340
105
The Company’s long-lived assets, including property and equipment, net and intangibles, net, by geographic
location were as follows (in thousands):
Americas:
United States
The Philippines
Costa Rica
Canada
El Salvador
People's Republic of China
Australia
Mexico
Other
Total Americas
EMEA:
Germany
Sweden
United Kingdom
Romania
Other
Total EMEA
Total Other
Goodwill by segment was as follows (in thousands):
Americas
EMEA
December 31,
2017
2016
219,476 $
15,199
9,170
6,400
4,048
3,840
1,256
2,812
4,482
266,683
2,460
1,171
3,016
1,929
7,241
15,817
18,567
301,067 $
230,001
14,149
10,848
7,810
3,860
2,949
1,625
1,114
4,376
276,732
1,934
1,165
2,570
2,061
7,363
15,093
17,444
309,269
December 31,
2017
2016
258,496 $
10,769
269,265 $
255,842
9,562
265,404
$
$
$
$
Note 26. Other Income (Expense)
Other income (expense), net consists of the following (in thousands):
Foreign currency transaction gains (losses)
$
Gains (losses) on derivative instruments not designated as hedges
Gains (losses) on liquidation of foreign subsidiaries
Other miscellaneous income (expense)
$
2017
Years Ended December 31,
2016
2015
(548) $
143
-
1,814
1,409 $
3,348 $
(2,270 )
-
521
1,599 $
(2,924)
1,374
(647)
(287)
(2,484)
Note 27. 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 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. There are penalties for early cancellation which
decrease over time. The Company paid $0.5 million, $0.4 million and $0.4 million to the landlord during the years
ended December 31, 2017, 2016 and 2015, respectively, under the terms of the lease.
106
Note 28. Subsequent Event
On January 12, 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, resulting in a remaining outstanding debt
balance of $100.0 million.
107
Schedule II — Valuation and Qualifying Accounts
Years ended December 31, 2017, 2016 and 2015:
(in thousands)
Allowance for doubtful accounts:
Year ended December 31, 2017
Year ended December 31, 2016
Year ended December 31, 2015
Valuation allowance for net deferred tax assets:
Year ended December 31, 2017
Year ended December 31, 2016
Year ended December 31, 2015
Reserves for value added tax receivables:
Year ended December 31, 2017
Year ended December 31, 2016
Year ended December 31, 2015
Balance at
Beginning
of Period
Charged
(Credited)
to Costs and
Expenses
Additions
(Deductions) (1)
Balance at
End of
Period
$
$
$
2,925
3,574
4,661
63 $
89
278
(30 ) $
(738 )
(1,365 )
2,958
2,925
3,574
30,221 $
30,065
34,146
2,222 $
156
(4,081)
- $
-
-
32,443
30,221
30,065
77 $
283
275
- $
(148)
-
(1 ) $
(58 )
8
76
77
283
(1) Net write-offs and recoveries, including the effect of foreign currency translation.
108
Sykes Enterprises, Incorporated (“SYKES” or “the Company”) is a leading provider of multi-channel
demand generation and global customer engagement services. The Company provides differentiated
full lifecycle customer-engagement solutions and services to Global 2000 companies and their end
customers primarily in the technology, financial services, healthcare, communications, transportation
& leisure and other industries. SYKES’ differentiated full lifecycle management services platform
effectively engage customers at every touchpoint within the customer journey, including digital
marketing and acquisition, sales expertise, customer service, technical support and retention. The
Company serves its clients through two geographic operating regions: the Americas (United States,
Canada, Latin America, South Asia and Asia Pacific) and EMEA (Europe, the Middle East and Africa).
Its 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 its clients’ customers. These services are delivered through multiple communication channels
including phone, email, social media, text messaging, chat and digital self-service. The Company
also provides various enterprise support services in the United States that include services for
our clients’ internal support operations, from technical staffing services to outsourced corporate
help desk services. In Europe, the Company provides fulfillment services, which includes order
processing, payment processing, inventory control, product delivery and product returns handling.
Its complete service offering helps its clients acquire, retain and increase the lifetime value of their
customer relationships. The Company has developed an extensive global reach with customer
engagement centers across six continents, including North America, South America, Europe, Asia,
Australia and Africa. It delivers cost-effective solutions that generate demand, enhance the customer
service experience, promote stronger brand loyalty, and bring about high levels of performance and
profitability. For additional information please visit www.sykes.com.
CORPORATE HEADQUARTERS
400 North Ashley Drive, Suite 2800, Tampa, FL USA 33602 • phone: (813) 274-1000 • fax: (813) 273-0148 • www.sykes.com
INDEPENDENT AUDITORS
Deloitte & Touche LLP • 201 N. Franklin St., Suite 3600, Tampa, FL USA 33602
REGISTRAR AND TRANSFER AGENT
Computershare • P.O. Box 43078, Providence, RI 02940-3078 • (800) 962-4284
SYKES’ shares trade on The NasdaqGS Stock Market under the symbol “SYKE”
ANNUAL MEETING
SYKES’ annual meeting of shareholders will be held at 8:00 a.m. (EDT) • Tuesday, May 22, 2018
The meeting will be held at: Florida Museum of Photographic Arts, 400 N. Ashley Drive, Cube 200, Tampa, FL 33602
INVESTOR INFORMATION
Quarterly Reports on Form 10-Q and the Form 10-K Annual Report filed with the Securities and Exchange Commission
are available on the Company’s website at: http://investor.sykes.com or upon written request to SYKES’ Investor Relations
department in Tampa, Florida, or by contacting:
Subhaash Kumar • Global Vice President, Finance and Investor Relations • phone: (813) 274-1000
BOARD OF DIRECTORSPRINCIPAL OFFICERSJAMES S. MACLEOD Chairman of the Board Executive Chairman CoastalSouth Bancshares, Inc.CARLOS E. EVANS Director Board Affiliations: Goldman Sachs Middle Market BDC Highwoods (HIW New York Stock Exchange) Johnson Management Warren Oil Company American Welding and Gas National Coatings and SuppliesVANESSA C.L. CHANG Director Director, Edison International Director, Transocean Ltd. Director, American Funds Family and other funds advised by Capital GroupPAUL L. WHITING Director President Seabreeze Holdings, Inc. Chief Executive Officer (retired) Spalding & Evenflo Companies, Inc.LORRAINE LEIGH LUTTON Director Chief Executive Officer Roper St. Francis HealthcareLT. GEN. MICHAEL P. DELONG (retired) Director President and CEO Gulf to Gulf Consultants International LLC Consultant The Boeing Company for The Middle East and AfricaWILLIAM J. MEURER Director Private Financial Consultant Director of Eagle Family of Funds Managing Partner (retired) for Arthur Andersen’s Central Florida OperationsWILLIAM D. MUIR, JR. DirectorCHARLES E. SYKES Director (Principal Executive Officer) President and Chief Executive Officer Sykes Enterprises, IncorporatedCHARLES E. SYKES President and Chief Executive OfficerJOHN CHAPMAN Executive Vice President and Chief Financial OfficerJAMES D. FARNSWORTH Executive Vice President and General ManagerJAMES T. HOLDER Executive Vice President, General Counsel and Corporate Secretary KELLY MORGAN Executive Vice President and Chief Strategy Officer JENNA R. NELSON Executive Vice President, Human ResourcesDAVID L. PEARSON Executive Vice President and Chief Information OfficerLAWRENCE R. ZINGALE Executive Vice President and General Manager