SYKES ENTERPRISES INC, 10-Q filed on 5/5/2020
Quarterly Report
v3.20.1
Document and Entity Information - shares
3 Months Ended
Mar. 31, 2020
Apr. 16, 2020
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Mar. 31, 2020  
Document Fiscal Year Focus 2020  
Document Fiscal Period Focus Q1  
Trading Symbol SYKE  
Entity Registrant Name Sykes Enterprises, Incorporated    
Entity Central Index Key 0001010612  
Current Fiscal Year End Date --12-31  
Entity Current Reporting Status Yes  
Entity Shell Company false  
Entity File Number 0-28274  
Entity Tax Identification Number 56-1383460  
Entity Address, Address Line One 400 North Ashley Drive  
Entity Address, Address Line Two Suite 2800  
Entity Address, City or Town Tampa  
Entity Address, State or Province FL  
Entity Address, Postal Zip Code 33602  
City Area Code 813  
Local Phone Number 274-1000  
Entity Filer Category Large Accelerated Filer  
Entity Emerging Growth Company false  
Entity Small Business false  
Entity Common Stock, Shares Outstanding   40,503,707
Entity Interactive Data Current Yes  
Title of 12(b) Security Common Stock, $0.01 par value  
Security Exchange Name NASDAQ  
Entity Incorporation, State or Country Code FL  
Document Quarterly Report true  
Document Transition Report false  
v3.20.1
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Current assets:    
Cash and cash equivalents $ 118,422 $ 127,246
Receivables, net of allowance of $3.8 million and $3.5 million, respectively 378,555 390,147
Prepaid expenses 25,052 20,868
Other current assets 17,457 20,525
Total current assets 539,486 558,786
Property and equipment, net 119,953 125,990
Operating lease right-of-use assets 196,737 205,112
Goodwill, net 304,691 311,247
Intangibles, net 151,537 158,420
Deferred charges and other assets 53,943 55,945
Total assets 1,366,347 1,415,500
Current liabilities:    
Accounts payable 25,236 33,591
Accrued employee compensation and benefits 105,373 109,591
Income taxes payable 4,016 3,637
Deferred revenue and customer liabilities 24,521 26,621
Operating lease liabilities 52,642 50,863
Other accrued expenses and current liabilities 27,306 29,330
Total current liabilities 239,094 253,633
Long-term debt 75,000 73,000
Long-term income tax liabilities 22,334 22,286
Long-term operating lease liabilities 159,851 166,810
Other long-term liabilities 26,464 25,296
Total liabilities 522,743 541,025
Commitments and loss contingencies (Note 12)
Shareholders' equity:    
Preferred stock, $0.01 par value per share, 10,000 shares authorized; no shares issued and outstanding
Common stock, $0.01 par value per share, 200,000 shares authorized; 40,504 and 41,549 shares issued, respectively 405 416
Additional paid-in capital 289,829 288,935
Retained earnings 625,712 634,668
Accumulated other comprehensive income (loss) (69,732) (47,001)
Treasury stock at cost: 130 and 128 shares, respectively (2,610) (2,543)
Total shareholders' equity 843,604 874,475
Total liabilities and shareholders' equity $ 1,366,347 $ 1,415,500
v3.20.1
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Millions
Mar. 31, 2020
Dec. 31, 2019
Statement Of Financial Position [Abstract]    
Accounts Receivable, Allowance for Credit Loss $ 3.8 $ 3.5
Preferred stock, par value $ 0.01 $ 0.01
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.01 $ 0.01
Common stock, shares authorized 200,000,000 200,000,000
Common stock, shares issued 40,504,000 41,549,000
Treasury stock, shares 130,000 128,000
v3.20.1
Condensed Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Income Statement [Abstract]    
Revenues $ 411,166 $ 402,925
Operating expenses:    
Direct salaries and related costs 266,945 261,728
General and administrative 103,247 104,680
Depreciation, net 12,461 13,897
Amortization of intangibles 4,119 4,286
Impairment of long-lived assets   1,582
Total operating expenses 386,772 386,173
Income from operations 24,394 16,752
Other income (expense):    
Interest income 263 185
Interest (expense) (720) (1,178)
Other income (expense), net (4,793) 610
Total other income (expense), net (5,250) (383)
Income before income taxes 19,144 16,369
Income taxes 5,226 4,682
Net income $ 13,918 $ 11,687
Net income per common share:    
Basic $ 0.34 $ 0.28
Diluted $ 0.34 $ 0.28
Weighted average common shares outstanding:    
Basic 41,132 42,169
Diluted 41,334 42,299
v3.20.1
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Statement Of Income And Comprehensive Income [Abstract]    
Net income $ 13,918 $ 11,687
Other comprehensive income (loss), net of taxes:    
Foreign currency translation adjustments, net of taxes (21,350) 1,362
Unrealized gain (loss) on cash flow hedging instruments, net of taxes (1,342) 1,672
Unrealized actuarial gain (loss) related to pension liability, net of taxes (17) (15)
Unrealized gain (loss) on postretirement obligation, net of taxes (22) (5)
Other comprehensive income (loss), net of taxes (22,731) 3,014
Comprehensive income (loss) $ (8,813) $ 14,701
v3.20.1
Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($)
shares in Thousands, $ in Thousands
Total
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Accumulated Other Comprehensive Income (Loss) [Member]
Treasury Stock [Member]
Beginning Balance at Dec. 31, 2018 $ 826,609 $ 428 $ 286,544 $ 598,788 $ (56,775) $ (2,376)
Beginning Balance, shares at Dec. 31, 2018   42,778        
Stock-based compensation expense 1,890   1,890      
Issuance of common stock under equity award plans, net of forfeitures   $ (2) 182     (180)
Issuance of common stock under equity award plans, net of forfeitures, Share   (168)        
Shares repurchased for tax withholding on equity awards (1,269)   (1,269)      
Shares repurchased for tax withholding on equity awards, Share   (45)        
Comprehensive income (loss) 14,701     11,687 3,014  
Ending Balance at Mar. 31, 2019 842,041 $ 426 287,347 610,585 (53,761) (2,556)
Ending Balance, shares at Mar. 31, 2019   42,565        
Cumulative effect of accounting change | Accounting Standards Update 2016-02 [Member] 110     110    
Beginning Balance at Dec. 31, 2019 874,475 $ 416 288,935 634,668 (47,001) (2,543)
Beginning Balance, shares at Dec. 31, 2019   41,549        
Stock-based compensation expense 1,860   1,860      
Issuance of common stock under equity award plans, net of forfeitures   $ (2) 69     (67)
Issuance of common stock under equity award plans, net of forfeitures, Share   (146)        
Shares repurchased for tax withholding on equity awards (1,009)   (1,009)      
Shares repurchased for tax withholding on equity awards, Share   (39)        
Repurchase of common stock (22,909)         (22,909)
Retirement of treasury stock   $ (9) (26) (22,874)   22,909
Retirement of treasury stock, shares   (860)        
Comprehensive income (loss) (8,813)     13,918 (22,731)  
Ending Balance at Mar. 31, 2020 $ 843,604 $ 405 $ 289,829 $ 625,712 $ (69,732) $ (2,610)
Ending Balance, shares at Mar. 31, 2020   40,504        
v3.20.1
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Cash flows from operating activities:    
Net income $ 13,918 $ 11,687
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation 12,519 13,957
Amortization of intangibles 4,119 4,286
Amortization of deferred grants (85) (95)
Impairment losses   1,582
Unrealized foreign currency transaction (gains) losses, net 474 573
Stock-based compensation expense 1,860 1,890
Deferred income tax provision (benefit) 973 530
Unrealized (gains) losses and premiums on financial instruments, net 280 (494)
(Earnings) losses from equity method investees 615 179
Other 710 153
Changes in assets and liabilities, net of acquisitions:    
Receivables, net 1,450 (2,320)
Prepaid expenses (4,570) 1,103
Other current assets 68 (359)
Deferred charges and other assets 213 (1,961)
Accounts payable (5,124) (15)
Income taxes receivable / payable 478 1,664
Accrued employee compensation and benefits 559 6,866
Other accrued expenses and current liabilities (1,541) 2,179
Deferred revenue and customer liabilities (761) (3,507)
Other long-term liabilities 1,206 198
Operating lease assets and liabilities 1,188 1,207
Net cash provided by operating activities 28,549 39,303
Cash flows from investing activities:    
Capital expenditures (11,818) (5,696)
Other 5 (35)
Net cash (used for) investing activities (11,813) (5,731)
Cash flows from financing activities:    
Payments of long-term debt (21,000) (9,000)
Proceeds from issuance of long-term debt 23,000  
Cash paid for repurchase of common stock (22,909)  
Shares repurchased for tax withholding on equity awards (1,009) (1,269)
Cash paid for loan fees related to long-term debt   (1,091)
Other   (6)
Net cash (used for) financing activities (21,918) (11,366)
Effects of exchange rates on cash, cash equivalents and restricted cash (3,920) (862)
Net increase (decrease) in cash, cash equivalents and restricted cash (9,102) 21,344
Cash, cash equivalents and restricted cash – beginning 129,185 130,231
Cash, cash equivalents and restricted cash – ending 120,083 151,575
Supplemental disclosures of cash flow information:    
Cash paid during period for interest 567 946
Cash paid during period for income taxes 3,799 2,862
Cash paid for amounts included in the measurement of operating lease liabilities 13,578 13,146
Non-cash transactions:    
Net right-of-use assets arising from new or remeasured operating lease liabilities 9,095 6,581
Property and equipment additions in accounts payable 4,154 3,669
Unrealized gain (loss) on postretirement obligation, net of taxes, in accumulated other comprehensive income (loss) (22) (5)
Shares repurchased for tax withholding on equity awards included in current liabilities $ 33 $ 102
v3.20.1
Overview and Basis of Presentation
3 Months Ended
Mar. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Overview and Basis of Presentation

Note 1. Overview and Basis of Presentation

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

Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“generally accepted accounting principles” or “U.S. GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for any future quarters or the year ending December 31, 2020. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the Securities and Exchange Commission (“SEC”) on February 27, 2020.

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

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

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

Subsequent Events Subsequent events or transactions have been evaluated through the date and time of issuance of the condensed consolidated financial statements. On April 5, 2020, the Company experienced a cyber incident that affected specific back office systems. See Note 18, Subsequent Event, for further information. There were no

other material subsequent events that required recognition or disclosure in the accompanying condensed consolidated financial statements.

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

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

 

 

March 31, 2020

 

 

December 31, 2019

 

 

March 31, 2019

 

 

December 31, 2018

 

Cash and cash equivalents

$

118,422

 

 

$

127,246

 

 

$

148,242

 

 

$

128,697

 

Restricted cash included in "Other current assets"

 

438

 

 

 

568

 

 

 

1,960

 

 

 

149

 

Restricted cash included in "Deferred charges and

   other assets"

 

1,223

 

 

 

1,371

 

 

 

1,373

 

 

 

1,385

 

 

$

120,083

 

 

$

129,185

 

 

$

151,575

 

 

$

130,231

 

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

 

 

Three Months Ended March 31,

 

 

2020

 

 

2019

 

Customer-acquisition advertising costs

$

10,182

 

 

$

12,104

 

 

New Accounting Standards Not Yet Adopted

Income Taxes

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes (“ASU 2019-12”). These amendments simplify the accounting for income taxes by eliminating certain exceptions and also clarifying and amending certain aspects of existing guidance.  These amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020.  Most of the amendments are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis.  Early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued. The Company is currently evaluating the amendments in ASU 2019-12 but does not expect a material impact on its financial condition, results of operations, cash flows or disclosures.  The Company does not anticipate early adoption of ASU 2019-12.

Retirement Benefits

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

New Accounting Standards Recently Adopted

Financial Instruments – Credit Losses

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). These amendments require measurement and recognition of expected versus incurred credit losses for financial assets held. Entities are required to measure all expected credit losses for most financial assets held at the reporting date based on an expected loss model which includes historical experience, current conditions, and reasonable and supportable forecasts. Subsequently, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses in November 2018 and

ASU 2019-05, Financial Instruments – Credit Losses (Topic 326) Targeted Transition Relief in May 2019 (together, “subsequent amendments”). ASU 2016-13 and the subsequent amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted.

The Company adopted ASU 2016-13 on January 1, 2020, using the modified retrospective transition method, which resulted in no cumulative-effect adjustment to be recognized to the opening balance of retained earnings. The prior period was not restated.  The Company’s adoption of ASU 2016-13 did not have a material impact on its financial condition, results of operations or cash flows as the credit losses associated with the Company’s trade receivables have historically been insignificant. See the description of the Company’s “Allowance for Doubtful Accounts” accounting policy in the “Significant Accounting Policies” section below.

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

In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments (“ASU 2019-04”). These amendments clarify new standards on credit losses, hedging and recognizing and measuring financial instruments and address implementation issues stakeholders have raised. The credit losses and hedging amendments have the same effective dates as the respective standards, unless an entity has already adopted the standards. The amendments related to recognizing and measuring financial instruments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The Company’s adoption of ASU 2019-04 on January 1, 2020 did not have a material impact on its financial condition, results of operations, cash flows or disclosures.

Fair Value Measurements

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

Cloud Computing

In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) – Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”). These amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. These amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early application permitted in any interim period after issuance of this update.  The amendments should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company’s adoption of ASU 2018-15 on January 1, 2020 on a prospective basis did not have a material impact on its financial condition, results of operations, cash flows or disclosures. 

Significant Accounting Policies

With the exception of the change for the accounting of credit losses as a result of the adoption of ASU 2016-13, there have been no new or material changes to the significant accounting policies discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Allowance for Doubtful Accounts

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

During the three months ended March 31, 2020, the Company recorded a $0.6 million increase to the allowance for credit losses related to its short-term trade receivables primarily as a result of deterioration in certain clients’ credit ratings reflecting current and expected economic conditions, and wrote off $0.3 million of the allowance for credit losses related to certain short-term trade receivables deemed to be uncollectible. There was no change to the Company’s allowance for credit losses of less than $0.1 million on its long-term trade receivables balance during the three months ended March 31, 2020.

v3.20.1
Revenues
3 Months Ended
Mar. 31, 2020
Revenue From Contract With Customer [Abstract]  
Revenues

Note 2. Revenues

Revenues from Contracts with Customers

Customer Engagement Solutions and Services

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

Other Revenues

The Company offers RPA services, including RPA consulting, implementation, hosting and managed services for front, middle and back-office processes, in Europe and the U.S. Revenues are primarily recognized over time using output methods such as per time and materials basis.

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

The Company provides a range of enterprise support services including technical staffing services and outsourced corporate help desk services, primarily in the U.S. Revenues are recognized over time using output methods such as number of positions filled.

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

Disaggregated Revenues

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

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

 

 

Three Months Ended March 31,

 

 

2020

 

 

2019

 

 

Amount

 

 

% of Revenue

 

 

Amount

 

 

% of Revenue

 

Americas:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer engagement solutions and services

$

332,614

 

 

 

80.9

%

 

$

324,562

 

 

 

80.6

%

Other revenues

 

312

 

 

 

0.1

%

 

 

215

 

 

 

0.0

%

Total Americas

 

332,926

 

 

 

81.0

%

 

 

324,777

 

 

 

80.6

%

EMEA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer engagement solutions and services

 

72,633

 

 

 

17.7

%

 

 

70,997

 

 

 

17.6

%

Other revenues

 

5,600

 

 

 

1.3

%

 

 

7,131

 

 

 

1.8

%

Total EMEA

 

78,233

 

 

 

19.0

%

 

 

78,128

 

 

 

19.4

%

Other:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other revenues

 

7

 

 

 

0.0

%

 

 

20

 

 

 

0.0

%

Total Other

 

7

 

 

 

0.0

%

 

 

20

 

 

 

0.0

%

 

$

411,166

 

 

 

100.0

%

 

$

402,925

 

 

 

100.0

%

Trade Accounts Receivable

 

The Company’s noncurrent trade accounts receivable result from (1) contracts with customers that include renewal provisions, and (2) contracts with customers under multi-year arrangements. The Company’s trade accounts receivable, net, consisted of the following (in thousands):

 

 

March 31, 2020

 

 

December 31, 2019

 

Trade accounts receivable, net, current (1)

$

364,625

 

 

$

375,136

 

Trade accounts receivable, net, noncurrent (2)

 

26,851

 

 

 

26,496

 

 

$

391,476

 

 

$

401,632

 

 

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

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

 

Deferred Revenue and Customer Liabilities

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

 

 

March 31, 2020

 

 

December 31, 2019

 

Deferred revenue

$

3,261

 

 

$

3,012

 

Customer arrangements with termination rights

 

13,815

 

 

 

15,024

 

Estimated refund liabilities

 

7,445

 

 

 

8,585

 

 

$

24,521

 

 

$

26,621

 

 

The Company expects to recognize the majority of its deferred revenue as of March 31, 2020 over the next 180 days. Revenues of $2.7 million and $3.1 million were recognized during the three months ended March 31, 2020 and 2019, respectively, from amounts included in deferred revenue at December 31, 2019 and 2018, respectively.

The Company expects to recognize the majority of the customer arrangements with termination rights into revenue as the Company has not historically experienced a high rate of contract terminations.

Estimated refund liabilities are generally resolved within 180 days, once it is determined whether the requisite service levels and client requirements were achieved to settle the contingency.

v3.20.1
Leases
3 Months Ended
Mar. 31, 2020
Leases [Abstract]  
Leases

Note 3. Leases

Adoption of ASC 842, Leases

On January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842) and subsequent amendments (together, “ASC 842”) using the modified retrospective method and recognized a cumulative-effect adjustment to the opening balance of retained earnings.

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

The impact of the adoption of ASC 842 to the Company’s Condensed Consolidated Statements of Operations for the three months ended March 31, 2019 was not material. The Company’s net cash provided by operating activities for the three months ended March 31, 2019 did not change due to the adoption of ASC 842.

Leases

The Company leases facilities for its corporate headquarters, many of its customer engagement centers, several regional support offices and data centers. These leases are classified as operating leases and are included in “Operating lease right-of-use assets,” “Operating lease liabilities” and “Long-term operating lease liabilities” in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2020. The Company has no finance leases.

Lease costs, net of sublease income, of $16.0 million and $15.9 million for the three months ended March 31, 2020 and 2019, respectively, was primarily included in “General and administrative” costs in the accompanying Condensed Consolidated Statements of Income.

Additional supplemental information related to leases was as follows:

 

March 31, 2020

 

 

December 31, 2019

 

Weighted average remaining lease term of operating leases

4.9 years

 

 

5.1 years

 

Weighted average discount rate of operating leases

 

3.6

%

 

 

3.7

%

Maturities of operating lease liabilities as of March 31, 2020 were as follows (in thousands):

 

Amount

 

2020 (remainder of the year)

$

45,125

 

2021

 

57,413

 

2022

 

42,932

 

2023

 

28,688

 

2024

 

21,323

 

2025 and thereafter

 

37,547

 

Total future lease payments

 

233,028

 

Less: Imputed interest

 

20,535

 

Present value of future lease payments

 

212,493

 

Less: Operating lease liabilities

 

52,642

 

Long-term operating lease liabilities

$

159,851

 

 

v3.20.1
Costs Associated with Exit or Disposal Activities
3 Months Ended
Mar. 31, 2020
Restructuring And Related Activities [Abstract]  
Costs Associated with Exit or Disposal Activities

Note 4. Costs Associated with Exit or Disposal Activities

During the first quarter of 2019, the Company initiated a restructuring plan to simplify and refine its operating model in the U.S. (the “Americas 2019 Exit Plan”), in part to improve agent attrition and absenteeism. The Americas 2019 Exit Plan included closing customer engagement centers, consolidating leased space in various locations in the U.S. and management reorganization. The Company finalized these actions as of September 30, 2019.

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

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

The cumulative costs incurred to date related to cash and non-cash expenditures resulting from the Americas 2018 and 2019 Exit Plans are outlined below as of March 31, 2020 (in thousands):

 

 

Americas

2018 Exit Plan

 

 

Americas

2019 Exit Plan

 

Lease obligations and facility exit costs (1)

$

7,073

 

 

$

 

Severance and related costs (2)

 

3,426

 

 

 

191

 

Severance and related costs (1)

 

1,037

 

 

 

2,153

 

Non-cash impairment charges

 

5,875

 

 

 

1,582

 

Other non-cash charges

 

 

 

 

244

 

 

$

17,411

 

 

$

4,170

 

 

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

(2) Included in “Direct salaries and related costs” in the accompanying Condensed Consolidated Statements of Operations.

The Company has paid a total of $12.7 million in cash through March 31, 2020, of which $10.5 million related to the Americas 2018 Exit Plan and $2.2 million related to the Americas 2019 Exit Plan.  

The following table summarizes the accrued liability and related charges for the three months ended March 31, 2020 (in thousands):

 

Americas

2018 Exit Plan

 

 

Americas

2019 Exit Plan

 

 

Lease Obligations

and Facility

Exit Costs

 

 

Severance and

Related Costs

 

 

Total

 

 

Severance and

Related Costs

 

 

Total

 

Balance at the beginning of the period

$

81

 

 

$

6

 

 

$

87

 

 

$

481

 

 

$

481

 

Charges (reversals) included in "General

   and administrative"

 

 

 

 

 

 

 

 

 

 

(2

)

 

 

(2

)

Cash payments

 

(13

)

 

 

(6

)

 

 

(19

)

 

 

(333

)

 

 

(333

)

Balance at the end of the period

$

68

 

 

$

 

 

$

68

 

 

$

146

 

 

$

146

 

 

The following table summarizes the accrued liability and related charges for the three months ended March 31, 2019 (in thousands):

 

Americas

2018 Exit Plan

 

 

Americas

2019 Exit Plan

 

 

Lease Obligations

and Facility

Exit Costs

 

 

Severance and

Related Costs

 

 

Total

 

 

Severance and

Related Costs

 

 

Total

 

Balance at the beginning of the period

$

1,769

 

 

$

817

 

 

$

2,586

 

 

$

 

 

$

 

Charges (reversals) included in "Direct

   salaries and related costs"

 

 

 

 

 

 

 

 

 

 

7

 

 

 

7

 

Charges (reversals) included in "General

   and administrative"

 

(4

)

 

 

19

 

 

 

15

 

 

 

1,090

 

 

 

1,090

 

Cash payments

 

(265

)

 

 

(341

)

 

 

(606

)

 

 

(57

)

 

 

(57

)

Balance sheet reclassifications (1)

 

(1,338

)

 

 

 

 

 

(1,338

)

 

 

 

 

 

 

Balance at the end of the period

$

162

 

 

$

495

 

 

$

657

 

 

$

1,040

 

 

$

1,040

 

 

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

Restructuring Liability Classification

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

 

 

Americas

2018 Exit Plan

 

 

Americas

2019 Exit Plan

 

 

March 31, 2020

 

 

December 31, 2019

 

 

March 31, 2020

 

 

December 31, 2019

 

Lease obligations and facility exit costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Included in "Other accrued expenses

   and current liabilities"

 

54

 

 

 

54

 

 

 

 

 

 

 

Included in "Other long-term liabilities"

 

14

 

 

 

27

 

 

 

 

 

 

 

 

 

68

 

 

 

81

 

 

 

 

 

 

 

Severance and related costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Included in "Accrued employee compensation

   and benefits"

 

 

 

 

6

 

 

 

146

 

 

 

479

 

Included in "Other accrued expenses

   and current liabilities"

 

 

 

 

 

 

 

 

 

 

2

 

 

 

 

 

 

6

 

 

 

146

 

 

 

481

 

 

$

68

 

 

$

87

 

 

$

146

 

 

$

481

 

 

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

 

v3.20.1
Fair Value
3 Months Ended
Mar. 31, 2020
Fair Value Disclosures [Abstract]  
Fair Value

Note 5. Fair Value

 

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

 

 

Level 1 Quoted prices for identical instruments in active markets.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Embedded Derivatives Prior to the adoption of ASC 842, the Company had embedded derivatives within certain hybrid lease agreements that were bifurcated from the host contract and valued such contracts at fair value using significant unobservable inputs, which are classified in Level 3 of the fair value hierarchy.  These unobservable inputs included expected cash flows associated with the lease, currency exchange rates on the day of commencement, as well as forward currency exchange rates, the results of which were adjusted for credit risk. These items were classified in Level 3 of the fair value hierarchy. The Company’s embedded derivatives of $0.4 million were derecognized on January 1, 2019.

 

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

 

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

 

 

 

 

 

 

Fair Value Measurements Using:

 

 

Balance at

 

 

Quoted

Prices in

Active Markets

For Identical

Assets

 

 

Significant

Other

Observable

Inputs

 

 

Significant

Unobservable

Inputs

 

 

March 31, 2020

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency contracts (1)

$

2,510

 

 

$

 

 

$

2,510

 

 

$

 

Equity investments held in rabbi trust for the

   Deferred Compensation Plan (2)

 

7,020

 

 

 

7,020

 

 

 

 

 

 

 

Debt investments held in rabbi trust for the

   Deferred Compensation Plan (2)

 

4,899

 

 

 

4,899

 

 

 

 

 

 

 

 

$

14,429

 

 

$

11,919

 

 

$

2,510

 

 

$

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency contracts (1)

$

697

 

 

$

 

 

$

697

 

 

$

 

 

$

697

 

 

$

 

 

$

697

 

 

$

 

 

 

 

 

 

 

Fair Value Measurements Using:

 

 

Balance at

 

 

Quoted

Prices in

Active Markets

For Identical

Assets

 

 

Significant

Other

Observable

Inputs

 

 

Significant

Unobservable

Inputs

 

 

December 31, 2019

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency contracts (1)

$

3,607

 

 

$

 

 

$

3,607

 

 

$

 

Equity investments held in rabbi trust for the

   Deferred Compensation Plan (2)

 

9,125

 

 

 

9,125

 

 

 

 

 

 

 

Debt investments held in rabbi trust for the

   Deferred Compensation Plan (2)

 

4,802

 

 

 

4,802

 

 

 

 

 

 

 

 

$

17,534

 

 

$

13,927

 

 

$

3,607

 

 

$

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency contracts (1)

$

251

 

 

$

 

 

$

251

 

 

$

 

 

$

251

 

 

$

 

 

$

251

 

 

$

 

 

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

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

 

Non-Recurring Fair Value

 

Certain assets, under certain conditions, are measured at fair value on a nonrecurring basis utilizing Level 3 inputs, like those associated with acquired businesses, including goodwill, other intangible assets, other long-lived assets, ROU assets and equity method investments. For these assets, measurement at fair value in periods subsequent to their initial recognition would be applicable if these assets were determined to be impaired. The adjusted carrying values for assets measured at fair value on a nonrecurring basis (no liabilities) subject to the requirements of ASC 820 were not material at March 31, 2020 and December 31, 2019.

 

The following table summarizes the total impairment losses in the accompanying Condensed Consolidated Statements of Operations related to nonrecurring fair value measurements of certain assets (no liabilities) (none in 2020) (in thousands):

 

 

Three Months Ended

March 31, 2019

 

Americas:

 

 

 

Property and equipment, net

$

343

 

Operating lease right-of-use assets

 

1,239

 

 

$

1,582

 

 

In connection with the closure of certain under-utilized customer engagement centers and the consolidation of leased space in the U.S. and Canada, the Company recorded impairment charges during the three months ended March 31, 2019 related to the exit of leased facilities as well as leasehold improvements, equipment, furniture and fixtures which were not recoverable. See Note 4, Costs Associated with Exit or Disposal Activities, for further information.

v3.20.1
Goodwill and Intangible Assets
3 Months Ended
Mar. 31, 2020
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

Note 6. Goodwill and Intangible Assets

Intangible Assets

The following table presents the Company’s purchased intangible assets as of March 31, 2020 (in thousands):

 

 

Gross

Intangibles

 

 

Accumulated

Amortization

 

 

Net

Intangibles

 

 

Weighted

Average

Amortization

Period (years)

 

Intangible assets subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

$

188,083

 

 

$

(122,624

)

 

$

65,459

 

 

 

10

 

Trade names and trademarks

 

19,133

 

 

 

(13,467

)

 

 

5,666

 

 

 

8

 

Non-compete agreements

 

902