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Note 1. Overview and Basis of Presentation
Business — Sykes Enterprises, Incorporated and consolidated subsidiaries (“SYKES” or the “Company”) provides comprehensive outsourced customer contact management solutions and services in the business process outsourcing arena to companies, primarily within the communications, financial services, technology/consumer, transportation and leisure, and healthcare industries. SYKES provides flexible, high-quality outsourced customer contact management services (with an emphasis on inbound technical support and customer service), which includes customer assistance, healthcare and roadside assistance, technical support and product sales to its clients’ customers. Utilizing SYKES’ integrated onshore/offshore global delivery model, SYKES provides its services through multiple communication channels encompassing phone, e-mail, social media, text messaging and chat. SYKES complements its outsourced customer contact management services with various enterprise support services in the United States that encompass services for a company’s internal support operations, from technical staffing services to outsourced corporate help desk services. In Europe, SYKES also provides fulfillment services including multilingual sales order processing via the Internet and phone, 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.
Basis of Presentation — The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“generally accepted accounting principles” or “U.S. GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2014 are not necessarily indicative of the results that may be expected for any future quarters or the year ending December 31, 2014. 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, 2013, as filed with the Securities and Exchange Commission (“SEC”) on February 20, 2014.
Principles of Consolidation — The condensed consolidated financial statements include the accounts of SYKES and its wholly-owned subsidiaries and controlled majority-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates — The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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.
Subsequent Events — Subsequent events or transactions have been evaluated through the date and time of issuance of the condensed consolidated financial statements. There were no material subsequent events that required recognition or disclosure in the accompanying condensed consolidated financial statements.
New Accounting Standards Not Yet Adopted
In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-08 “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360) – Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (“ASU 2014-08”). The amendments in ASU 2014-08 indicate that only those disposals of components of an entity that represent a strategic shift that has (or will have) a major effect on an entity’s operations and financial results will be reported as discontinued operations in the financial statements. Currently, a component of an entity that is a reportable segment, an operating segment, a reporting unit, a subsidiary, or an asset group is eligible for discontinued operations presentation. The amendments should be applied to all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. The Company does not expect the adoption of ASU 2014-08 to materially impact its financial condition, results of operations and cash flows.
In May 2014, the FASB issued 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. The amendments are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the impact that the adoption of ASU 2014-09 may have on its financial condition, results of operations and cash flows.
In June 2014, the FASB issued ASU 2014-12 “Compensation – Stock Compensation (Topic 718) Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period” (“ASU 2014-12”). The amendments in ASU 2014-12 require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Accounting Standards Codification (“ASC”) Topic 718, “Compensation — Stock Compensation” (“ASC 718”), as it relates to awards with performance conditions that affect vesting to account for such awards. The amendments are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. The Company does not expect the adoption of ASU 2014-12 to materially impact its financial condition, results of operations and cash flows.
New Accounting Standards Recently Adopted
In March 2013, the FASB issued ASU 2013-05 “Foreign Currency Matters (Topic 830) – Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity” (“ASU 2013-05”). The amendments in ASU 2013-05 indicate that a cumulative translation adjustment (“CTA”) is attached to the parent’s investment in a foreign entity and should be released in a manner consistent with the derecognition guidance on investments in entities. Thus, the entire amount of the CTA associated with the foreign entity would be released when there has been a sale of a subsidiary or group of net assets within a foreign entity and the sale represents the substantially complete liquidation of the investment in the foreign entity, a loss of a controlling financial interest in an investment in a foreign entity (i.e., the foreign entity is deconsolidated), or a step acquisition for a foreign entity (i.e., when an entity has changed from applying the equity method for an investment in a foreign entity to consolidating the foreign entity). ASU 2013-05 does not change the requirement to release a pro rata portion of the CTA of the foreign entity into earnings for a partial sale of an equity method investment in a foreign entity. The amendments in ASU 2013-05 are effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013. The amendments should be applied prospectively to derecognition events occurring after the effective date. The adoption of ASU 2013-05 on January 1, 2014 did not have a material impact on the financial condition, results of operations and cash flows of the Company.
In July 2013, the FASB issued ASU 2013-11 “Income Taxes (Topic 740) – Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU 2013-11”). The amendments in ASU 2013-11 indicate that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. In situations where a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction or the tax law of the jurisdiction does not require, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The amendments in ASU 2013-11 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The adoption of ASU 2013-11 on January 1, 2014 resulted in a $3.1 million reclassification of a portion of the Company’s unrecognized tax benefits from “Long-term income tax liabilities” to “Deferred charges and other assets.” See Note 11, Income Taxes, for further information.
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Note 2. Costs Associated with Exit or Disposal Activities
Fourth Quarter 2011 Exit Plan
During 2011, the Company announced a plan to rationalize seats in certain U.S. sites and close certain locations in EMEA (the “Fourth Quarter 2011 Exit Plan”). The details are described below, by segment.
Americas
During 2011, as part of an on-going effort to streamline excess capacity related to the integration of the ICT Group, Inc. (“ICT”) acquisition and align it with the needs of the market, the Company announced a plan to rationalize approximately 900 seats in the U.S., some of which were revenue generating, and migrated the associated revenues to other locations within the U.S. Approximately 300 employees were affected and the Company has completed the actions associated with the Fourth Quarter 2011 Exit Plan in the Americas.
The major costs incurred as a result of these actions are program transfer costs, facility-related costs (primarily consisting of those costs associated with the real estate leases), and impairments of long-lived assets (primarily leasehold improvements and equipment) estimated at $1.9 million as of June 30, 2014 ($1.9 million at December 31, 2013). The Company recorded $0.5 million of the costs associated with these actions as non-cash impairment charges, while approximately $1.4 million represents cash expenditures for program transfer and facility-related costs, including obligations under the leases, the last of which ends in February 2017. The Company has paid $0.9 million in cash through June 30, 2014 under the Fourth Quarter 2011 Exit Plan in the Americas.
The following tables summarize the accrued liability associated with the Americas Fourth Quarter 2011 Exit Plan’s exit or disposal activities and related charges for the three months ended June 30, 2014 and 2013 (in thousands):
Beginning Accrual at April 1, 2014 |
Charges (Reversals) for the Three Months Ended June 30, 2014 |
Cash Payments | Other Non-Cash Changes |
Ending Accrual at June 30, 2014 |
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Lease obligations and facility exit costs |
$ | 469 | $ | - | $ | (41 | ) | $ | - | $ | 428 | |||||||||
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Beginning Accrual at April 1, 2013 |
Charges (Reversals) for the Three Months Ended June 30, 2013 |
Cash Payments | Other Non-Cash Changes |
Ending Accrual at June 30, 2013 |
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Lease obligations and facility exit costs |
$ | 647 | $ | - | $ | (41 | ) | $ | - | $ | 606 | |||||||||
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The following tables summarize the accrued liability associated with the Americas Fourth Quarter 2011 Exit Plan’s exit or disposal activities and related charges for the six months ended June 30, 2014 and 2013 (in thousands):
Beginning Accrual at January 1, 2014 |
Charges (Reversals) for the Six Months Ended June 30, 2014 |
Cash Payments | Other Non-Cash Changes |
Ending Accrual at June 30, 2014 |
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Lease obligations and facility exit costs |
$ | 512 | $ | - | $ | (84 | ) | $ | - | $ | 428 | |||||||||
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Beginning Accrual at January 1, 2013 |
Charges (Reversals) for the Six Months Ended June 30, 2013 |
Cash Payments | Other Non-Cash Changes |
Ending Accrual at June 30, 2013 |
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Lease obligations and facility exit costs |
$ | 682 | $ | - | $ | (76 | ) | $ | - | $ | 606 | |||||||||
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EMEA
During 2011, to improve the Company’s overall profitability and improve its cost structure in the EMEA region by optimizing its capacity utilization, the Company committed to close a customer contact management center in South Africa and a customer contact management center in Ireland, as well as some capacity rationalization in the Netherlands, all components of the EMEA segment. While the Company migrated approximately $3.2 million of annualized call volumes of the Ireland facility to other facilities within EMEA, the Company did not migrate the remaining call volume in Ireland or any of the annualized revenue from the Netherlands or South Africa facilities, which was $18.8 million for 2011, to other facilities within the region. The number of seats rationalized across the EMEA region approximated 900 with approximately 500 employees affected by the actions. The Company closed these facilities and substantially completed the actions associated with the EMEA plan on September 30, 2012.
The major costs incurred as a result of these actions are facility-related costs (primarily consisting of those costs associated with the real estate leases), impairments of long-lived assets (primarily leasehold improvements and equipment) and severance-related costs estimated at $6.7 million as of June 30, 2014 ($6.7 million as of December 31, 2013). The Company recorded $0.5 million of the costs associated with these actions as non-cash impairment charges, while approximately $6.2 million represents cash expenditures for severance and related costs and facility-related costs, primarily rent obligations to be paid through the remainder of the noncancelable term of the leases, the last of which ended in March 2013. The Company has paid $5.9 million in cash through June 30, 2014 under the Fourth Quarter 2011 Exit Plan in EMEA.
The following tables summarize the accrued liability associated with EMEA’s Fourth Quarter 2011 Exit Plan’s exit or disposal activities and related charges for the three months ended June 30, 2014 and 2013 (in thousands):
Beginning Accrual at April 1, 2014 |
Charges (Reversals) for the Three Months Ended June 30, 2014 |
Cash Payments | Other Non-Cash Changes (2) |
Ending Accrual at June 30, 2014 |
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Severance and related costs |
$ | 132 | $ | - | $ | - | $ | (1 | ) | $ | 131 | |||||||||
Legal-related costs |
- | - | - | - | - | |||||||||||||||
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$ | 132 | $ | - | $ | - | $ | (1 | ) | $ | 131 | ||||||||||
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Beginning Accrual at April 1, 2013 |
Charges (Reversals) for the Three Months Ended June 30, 2013 (1) |
Cash Payments | Other Non-Cash Changes (2) |
Ending Accrual at June 30, 2013 |
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Severance and related costs |
$ | 182 | $ | - | $ | - | $ | 2 | $ | 184 | ||||||||||
Legal-related costs |
5 | 3 | (3 | ) | - | 5 | ||||||||||||||
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$ | 187 | $ | 3 | $ | (3 | ) | $ | 2 | $ | 189 | ||||||||||
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(1) |
During 2013, the Company recorded additional severance and related costs and legal-related costs, which are recorded in “General and administrative” costs in the accompanying Condensed Consolidated Statement of Operations. |
(2) |
Effect of foreign currency translation. |
The following tables summarize the accrued liability associated with EMEA’s Fourth Quarter 2011 Exit Plan’s exit or disposal activities and related charges for the six months ended June 30, 2014 and 2013 (in thousands):
Beginning Accrual at January 1, 2014 |
Charges (Reversals) for the Six Months Ended June 30, 2014 |
Cash Payments | Other Non-Cash Changes (2) |
Ending Accrual at June 30, 2014 |
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Severance and related costs |
$ | 131 | $ | - | $ | - | $ | - | $ | 131 | ||||||||||
Legal-related costs |
- | - | - | - | - | |||||||||||||||
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$ | 131 | $ | - | $ | - | $ | - | $ | 131 | |||||||||||
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Beginning Accrual at January 1, 2013 |
Charges (Reversals) for the Six Months Ended June 30, 2013 (1) |
Cash Payments | Other Non-Cash Changes (2) |
Ending Accrual at June 30, 2013 |
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Severance and related costs |
$ | 187 | $ | 6 | $ | (7 | ) | $ | (2 | ) | $ | 184 | ||||||||
Legal-related costs |
10 | 4 | (10 | ) | 1 | 5 | ||||||||||||||
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$ | 197 | $ | 10 | $ | (17 | ) | $ | (1 | ) | $ | 189 | |||||||||
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(1) |
During 2013, the Company recorded additional severance and related costs and legal-related costs, which are recorded in “General and administrative” costs in the accompanying Condensed Consolidated Statement of Operations. |
(2) |
Effect of foreign currency translation. |
Fourth Quarter 2010 Exit Plan
During 2010, in furtherance of the Company’s long-term goals to manage and optimize capacity utilization, the Company committed to and closed a customer contact management center in the United Kingdom and a customer contact management center in Ireland, both components of the EMEA segment (the “Fourth Quarter 2010 Exit Plan”). These actions were substantially completed by January 31, 2011.
The major costs incurred as a result of these actions were facility-related costs (primarily consisting of those costs associated with the real estate leases), impairments of long-lived assets (primarily leasehold improvements and equipment) and severance-related costs totaling $2.3 million as of June 30, 2014 ($2.5 million as of December 31, 2013). The Company recorded $0.2 million of the costs associated with these actions as non-cash impairment charges, while approximately $1.9 million represents cash expenditures for facility-related costs, primarily rent obligations to be paid through the remainder of the lease terms, the last of which ended in March 2014, and $0.2 million represents cash expenditures for severance-related costs. The Fourth Quarter 2010 Exit Plan was settled during the three months ended June 30, 2014. The Company paid $2.0 million in cash through June 30, 2014 under the Fourth Quarter 2010 Exit Plan.
The following tables summarize the accrued liability associated with the Fourth Quarter 2010 Exit Plan’s exit or disposal activities and related charges during the three months ended June 30, 2014 and 2013 (in thousands):
Beginning Accrual at April 1, 2014 |
Charges (Reversals) for the Three Months Ended June 30, 2014 (1) |
Cash Payments |
Other Non-Cash Changes (2) |
Ending Accrual at June 30, 2014 |
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Lease obligations and facility exit costs |
$ | 433 | $ | (185 | ) | $ | (242 | ) | $ | (6 | ) | $ | - | |||||||
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Beginning Accrual at April 1, 2013 |
Charges (Reversals) for the Three Months Ended June 30, 2013 |
Cash Payments |
Other Non-Cash Changes (2) |
Ending Accrual at June 30, 2013 |
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Lease obligations and facility exit costs |
$ | 449 | $ | - | $ | (100 | ) | $ | 7 | $ | 356 | |||||||||
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(1) |
During 2014, the Company reversed accruals related to the final settlement of lease obligations and facility exit costs related to the Ireland site, which reduced “General and administrative” costs in the accompanying Condensed Consolidated Statement of Operations. |
(2) |
Effect of foreign currency translation. |
The following tables summarize the accrued liability associated with the Fourth Quarter 2010 Exit Plan’s exit or disposal activities and related charges during the six months ended June 30, 2014 and 2013 (in thousands):
Beginning Accrual at January 1, 2014 |
Charges (Reversals) for the Six Months Ended June 30, 2014 (1) |
Cash Payments |
Other Non-Cash Changes (2) |
Ending Accrual at June 30, 2014 |
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Lease obligations and facility exit costs |
$ | 538 | $ | (185 | ) | $ | (348 | ) | $ | (5 | ) | $ | - | |||||||
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Beginning Accrual at January 1, 2013 |
Charges (Reversals) for the Six Months Ended June 30, 2013 |
Cash Payments |
Other Non-Cash Changes (2) |
Ending Accrual at June 30, 2013 |
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Lease obligations and facility exit costs |
$ | 539 | $ | - | $ | (180 | ) | $ | (3 | ) | $ | 356 | ||||||||
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(1) |
During 2014, the Company reversed accruals related to the final settlement of lease obligations and facility exit costs related to the Ireland site, which reduced “General and administrative” costs in the accompanying Condensed Consolidated Statement of Operations. |
(2) |
Effect of foreign currency translation. |
Third Quarter 2010 Exit Plan
During 2010, consistent with the Company’s long-term goals to manage and optimize capacity utilization, the Company closed or committed to close four customer contact management centers in The Philippines and consolidated or committed to consolidate leased space in our Wilmington, Delaware and Newtown, Pennsylvania locations (the “Third Quarter 2010 Exit Plan”). These actions were substantially completed by January 31, 2011.
The major costs incurred as a result of these actions were impairments of long-lived assets (primarily leasehold improvements) and facility-related costs (primarily consisting of those costs associated with the real estate leases) estimated at $10.5 million as of June 30, 2014 ($10.5 million as of December 31, 2013), all of which are in the Americas segment. The Company recorded $3.8 million of the costs associated with these actions as non-cash impairment charges, while approximately $6.7 million represents cash expenditures for facility-related costs, primarily rent obligations to be paid through the remainder of the lease terms, the last of which ends in February 2017. The Company has paid $5.2 million in cash through June 30, 2014 under the Third Quarter 2010 Exit Plan.
The following tables summarize the accrued liability associated with the Third Quarter 2010 Exit Plan’s exit or disposal activities and related charges for the three months ended June 30, 2014 and 2013 (in thousands):
Beginning Accrual at April 1, 2014 |
Charges (Reversals) for the Three Months Ended June 30, 2014 |
Cash Payments | Other Non-Cash Changes |
Ending Accrual at June 30, 2014 |
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Lease obligations and facility exit costs |
$ | 1,697 | $ | - | $ | (145 | ) | $ | - | $ | 1,552 | |||||||||
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Beginning Accrual at April 1, 2013 |
Charges (Reversals) for the Three Months Ended June 30, 2013 |
Cash Payments | Other
Non-Cash Changes |
Ending Accrual at June 30, 2013 |
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Lease obligations and facility exit costs |
$ | 2,328 | $ | - | $ | (163 | ) | $ | - | $ | 2,165 | |||||||||
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The following tables summarize the accrued liability associated with the Third Quarter 2010 Exit Plan’s exit or disposal activities and related charges for the six months ended June 30, 2014 and 2013 (in thousands):
Beginning Accrual at January 1, 2014 |
Charges (Reversals) for the Six Months Ended June 30, 2014 |
Cash Payments | Other Non-Cash Changes |
Ending Accrual at June 30, 2014 |
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Lease obligations and facility exit costs |
$ | 1,793 | $ | - | $ | (241 | ) | $ | - | $ | 1,552 | |||||||||
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Beginning
Accrual at January 1, 2013 |
Charges (Reversals) for the Six Months Ended June 30, 2013 |
Cash Payments | Other Non-Cash Changes (1) |
Ending Accrual at June 30, 2013 |
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Lease obligations and facility exit costs |
$ | 2,551 | $ | - | $ | (385 | ) | $ | (1 | ) | $ | 2,165 | ||||||||
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(1) |
Effect of foreign currency translation. |
Restructuring Liability Classification
The following table summarizes the Company’s short-term and long-term accrued liabilities associated with its exit and disposal activities, by plan, as of June 30, 2014 and December 31, 2013 (in thousands):
Americas Fourth Quarter 2011 Exit Plan |
EMEA Fourth Quarter 2011 Exit Plan |
Fourth Quarter 2010 Exit Plan |
Third Quarter 2010 Exit Plan |
Total | ||||||||||||||||
June 30, 2014 |
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Short-term accrued restructuring liability (1) |
$ | 138 | $ | 131 | $ | - | $ | 507 | $ | 776 | ||||||||||
Long-term accrued restructuring liability (2) |
290 | - | - | 1,045 | 1,335 | |||||||||||||||
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Ending accrual at June 30, 2014 |
$ | 428 | $ | 131 | $ | - | $ | 1,552 | $ | 2,111 | ||||||||||
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December 31, 2013 |
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Short-term accrued restructuring liability (1) |
$ | 136 | $ | 131 | $ | 538 | $ | 440 | $ | 1,245 | ||||||||||
Long-term accrued restructuring liability (2) |
376 | - | - | 1,353 | 1,729 | |||||||||||||||
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Ending accrual at December 31, 2013 |
$ | 512 | $ | 131 | $ | 538 | $ | 1,793 | $ | 2,974 | ||||||||||
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(1) |
Included in “Other accrued expenses and current liabilities” in the accompanying Condensed Consolidated Balance Sheets. |
(2) |
Included in “Other long-term liabilities” in the accompanying Condensed Consolidated Balance Sheets. |
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Note 3. Fair Value
ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) 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:
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Level 1 — Quoted prices for identical instruments in active markets. |
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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. |
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Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
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:
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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. |
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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. |
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Long-Term Debt — The carrying value of long-term debt approximates its estimated fair value as it re-prices at varying interest rates. |
Fair Value Measurements — 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.
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 of money market and open-end mutual funds, which 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.
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 6, Investments Held in Rabbi Trust, and Note 15, Stock-Based Compensation.
Guaranteed Investment Certificates — Guaranteed investment certificates, with variable interest rates linked to the prime rate, approximate fair value due to the automatic ability to re-price with changes in the market; such items are classified in Level 2 of the fair value hierarchy.
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):
Fair Value Measurements at June 30, 2014 Using: | ||||||||||||||||||
Balance at | Quoted Prices
in Active Markets For Identical Assets |
Significant Other Observable Inputs |
Significant Unobservable Inputs |
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June 30, 2014 | Level (1) | Level (2) | Level (3) | |||||||||||||||
Assets: |
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Money market funds and open-end mutual funds included in “Cash and cash equivalents” |
(1) | $ | 81,145 | $ | 81,145 | $ | - | $ | - | |||||||||
Money market funds and open-end mutual funds in “Deferred charges and other assets” |
(1) | 11 | 11 | - | - | |||||||||||||
Foreign currency forward and option contracts |
(2) | 1,562 | - | 1,562 | - | |||||||||||||
Equity investments held in a rabbi trust for the Deferred Compensation Plan |
(3) | 6,015 | 6,015 | - | - | |||||||||||||
Debt investments held in a rabbi trust for the Deferred Compensation Plan |
(3) | 1,390 | 1,390 | - | - | |||||||||||||
Guaranteed investment certificates (4) |
79 | - | 79 | - | ||||||||||||||
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$ | 90,202 | $ | 88,561 | $ | 1,641 | $ | - | |||||||||||
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Liabilities: |
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Long-term debt |
(5) | $ | 79,000 | $ | - | $ | 79,000 | $ | - | |||||||||
Foreign currency forward and option contracts |
(6) | 5,295 | - | 5,295 | - | |||||||||||||
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$ | 84,295 | $ | - | $ | 84,295 | $ | - | |||||||||||
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Fair Value Measurements at December 31, 2013 Using: | ||||||||||||||||||
Balance at | Quoted Prices
in Active Markets For Identical Assets |
Significant Other Observable Inputs |
Significant Unobservable Inputs |
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December 31, 2013 | Level (1) | Level (2) | Level (3) | |||||||||||||||
Assets: |
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Money market funds and open-end mutual funds included in “Cash and cash equivalents” |
(1) | $ | 50,627 | $ | 50,627 | $ | - | $ | - | |||||||||
Money market funds and open-end mutual funds in “Deferred charges and other assets” |
(1) | 11 | 11 | - | - | |||||||||||||
Foreign currency forward and option contracts |
(2) | 2,240 | - | 2,240 | - | |||||||||||||
Equity investments held in a rabbi trust for the Deferred Compensation Plan |
(3) | 5,251 | 5,251 | - | - | |||||||||||||
Debt investments held in a rabbi trust for the Deferred Compensation Plan |
(3) | 1,170 | 1,170 | - | - | |||||||||||||
Guaranteed investment certificates |
(4) | 80 | - | 80 | - | |||||||||||||
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$ | 59,379 | $ | 57,059 | $ | 2,320 | $ | - | |||||||||||
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Liabilities: |
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Long-term debt |
(5) | $ | 98,000 | $ | - | $ | 98,000 | $ | - | |||||||||
Foreign currency forward and option contracts |
(6) | 5,063 | - | 5,063 | - | |||||||||||||
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$ | 103,063 | $ | - | $ | 103,063 | $ | - | |||||||||||
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(1) |
In the accompanying Condensed Consolidated Balance Sheet. |
(2) |
Included in “Other current assets” in the accompanying Condensed Consolidated Balance Sheet. See Note 5, Financial Derivatives. |
(3) |
Included in “Other current assets” in the accompanying Condensed Consolidated Balance Sheet. See Note 6, Investments Held in Rabbi Trust. |
(4) |
Included in “Deferred charges and other assets” in the accompanying Condensed Consolidated Balance Sheet. |
(5) |
The carrying value of long-term debt approximates its estimated fair value as it re-prices at varying interest rates. See Note 9, Borrowings. |
(6) |
Included in “Other accrued expenses and current liabilities” in the accompanying Condensed Consolidated Balance Sheet. See Note 5, Financial Derivatives. |
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 and other long-lived assets. For these assets, measurement at fair value in periods subsequent to their initial recognition would be applicable if these assets were determined to be impaired. The adjusted carrying values for assets measured at fair value on a nonrecurring basis (no liabilities) subject to the requirements of ASC 820 were not material at June 30, 2014 and December 31, 2013.
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Note 4. Intangible Assets
The following table presents the Company’s purchased intangible assets as of June 30, 2014 (in thousands):
Gross Intangibles | Accumulated Amortization |
Net Intangibles | Weighted Average Amortization Period (years) |
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Customer relationships |
$ | 102,771 | $ | (42,273 | ) | $ | 60,498 | 8 | ||||||||
Trade name |
11,600 | (3,466 | ) | 8,134 | 8 | |||||||||||
Non-compete agreements |
1,219 | (1,174 | ) | 45 | 2 | |||||||||||
Proprietary software |
850 | (850 | ) | - | 2 | |||||||||||
Favorable lease agreement |
449 | (419 | ) | 30 | 2 | |||||||||||
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$ | 116,889 | $ | (48,182 | ) | $ | 68,707 | 8 | |||||||||
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The following table presents the Company’s purchased intangible assets as of December 31, 2013 (in thousands):
Gross Intangibles | Accumulated Amortization |
Net Intangibles | Weighted Average Amortization Period (years) |
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Customer relationships |
$ | 102,774 | $ | (35,873 | ) | $ | 66,901 | 8 | ||||||||
Trade name |
11,600 | (2,803 | ) | 8,797 | 8 | |||||||||||
Non-compete agreements |
1,220 | (1,009 | ) | 211 | 2 | |||||||||||
Proprietary software |
850 | (847 | ) | 3 | 2 | |||||||||||
Favorable lease agreement |
449 | (306 | ) | 143 | 2 | |||||||||||
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$ | 116,893 | $ | (40,838 | ) | $ | 76,055 | 8 | |||||||||
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The Company’s estimated future amortization expense for the succeeding years relating to the purchased intangible assets resulting from acquisitions completed prior to June 30, 2014, is as follows (in thousands):
Years Ending December 31, | Amount | |||
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2014 (remaining six months) |
$ | 7,187 | ||
2015 |
14,140 | |||
2016 |
14,140 | |||
2017 |
14,140 | |||
2018 |
7,639 | |||
2019 |
7,019 | |||
2020 and thereafter |
4,442 |
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Note 5. 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 Condensed Consolidated Balance Sheets are as follows (in thousands):
June 30, 2014 | December 31, 2013 | |||||||
Deferred gains (losses) in AOCI |
$ | (1,205) | $ | (2,704) | ||||
Tax on deferred gains (losses) in AOCI |
(43) | 169 | ||||||
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Deferred gains (losses) in AOCI, net of taxes |
$ | (1,248) | $ | (2,535) | ||||
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Deferred gains (losses) expected to be reclassified to “Revenues” from AOCI during the next twelve months |
$ | (1,205) | ||||||
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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 – During the six months ended June 30, 2014 and 2013, the Company entered into foreign exchange forward contracts to hedge its net investment in a foreign operation, 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 – 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 pertaining to intercompany receivables and payables, and other assets and liabilities that are denominated in currencies other than the Company’s subsidiaries’ functional currencies. These contracts generally do not exceed 180 days in duration.
The Company had the following outstanding foreign currency forward contracts and options (in thousands):
As of June 30, 2014 | As of December 31, 2013 | |||||||||||||||
Contract Type |
Notional Amount in USD |
Settle Through Date |
Notional Amount in USD |
Settle Through Date |
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Cash flow hedges: (1) |
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Options: |
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Philippine Pesos |
$ | 69,500 | June 2015 | $ | 59,000 | December 2014 | ||||||||||
Forwards: |
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Philippine Pesos |
2,500 | July 2014 | 63,300 | July 2014 | ||||||||||||
Costa Rican Colones |
39,900 | May 2015 | 41,600 | October 2014 | ||||||||||||
Hungarian Forints |
1,847 | December 2014 | 550 | January 2014 | ||||||||||||
Romanian Leis |
4,376 | December 2014 | 619 | January 2014 | ||||||||||||
Net investment hedges: (2) |
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Forwards: |
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Euros |
51,028 | September 2014 | 32,657 | September 2014 | ||||||||||||
Non-designated hedges: (3) |
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Forwards |
63,897 | December 2014 | 59,207 | June 2014 | ||||||||||||
(1) Cash flow hedge as defined under ASC 815. Purpose is to protect against the risk that eventual cash flows resulting from such transactions will be adversely affected by changes in exchange rates. (2) Net investment hedge as defined under ASC 815. Purpose is to protect against the risk that the net assets of certain of our international subsidiaries will be adversely affected by changes in exchange rates and economic exposures related to our foreign currency-based investments in these subsidiaries. (3) Foreign currency hedge contract not designated as a hedge as defined under ASC 815. Purpose is to reduce the effects on the Company’s operating results and cash flows from fluctuations caused by volatility in currency exchange rates, primarily related to intercompany loan payments and cash held in non-functional currencies. |
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As of June 30, 2014, the maximum amount of loss due to credit risk that the Company would incur if parties to the financial instruments that make up the concentration failed to perform according to the terms of the contracts was $1.6 million, based on the gross fair value of the financial instruments.
Master netting agreements exist with each respective counterparty used to transact foreign exchange derivatives. These agreements allow the Company to net settle transactions of the same currency in a single transaction. 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. However, the Company has elected to present the derivative assets and derivative liabilities on a gross basis in the accompanying Condensed Consolidated Balance Sheets. Additionally, the Company is not required to pledge nor is it entitled to receive cash collateral related to these derivative transactions.
The following tables present the fair value of the Company’s derivative instruments included in the accompanying Condensed Consolidated Balance Sheets (in thousands):
Derivative Assets | ||||||||
June 30, 2014 | December 31, 2013 | |||||||
Fair Value | Fair Value | |||||||
Derivatives designated as cash flow hedging instruments under ASC 815: |
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Foreign currency forward and option contracts (1) |
$ | 1,342 | $ | 862 | ||||
Derivatives designated as net investment hedging instruments under ASC 815: |
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Foreign currency forward contracts (1) |
154 | - | ||||||
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1,496 | 862 | |||||||
Derivatives not designated as hedging instruments under ASC 815: |
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Foreign currency forward contracts (1) |
66 | 1,378 | ||||||
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Total derivative assets |
$ | 1,562 | $ | 2,240 | ||||
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Derivative Liabilities | ||||||||
June 30, 2014 | December 31, 2013 | |||||||
Fair Value | Fair Value | |||||||
Derivatives designated as cash flow hedging instruments under ASC 815: |
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Foreign currency forward and option contracts (2) |
$ | 1,867 | $ | 2,997 | ||||
Derivatives designated as net investment hedging instruments under ASC 815: |
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Foreign currency forward contracts (2) |
1,712 | 1,720 | ||||||
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3,579 | 4,717 | |||||||
Derivatives not designated as hedging instruments under ASC 815: |
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Foreign currency forward contracts (2) |
1,716 | 346 | ||||||
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Total derivative liabilities |
$ | 5,295 | $ | 5,063 | ||||
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(1) |
Included in “Other current assets” in the accompanying Condensed Consolidated Balance Sheets. |
(2) |
Included in “Other accrued expenses and current liabilities” in the accompanying Condensed Consolidated Balance Sheets. |
The following tables present the effect of the Company’s derivative instruments included in the accompanying Condensed Consolidated Financial Statements for the three months ended June 30, 2014 and 2013 (in thousands):
Gain (Loss)
Recognized in AOCI on Derivatives (Effective Portion) |
Gain (Loss)
Reclassified From Accumulated AOCI Into “Revenues” (Effective Portion) |
Gain (Loss) Recognized in “Revenues” on Derivatives (Ineffective Portion) |
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June 30, | June 30, | June 30, | ||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||
Derivatives designated as cash flow hedging instruments under ASC 815: | ||||||||||||||||||||||||
Foreign currency forward and option contracts | $ | 2,475 | $ | (4,461) | $ | (1,755) | $ | 68 | $ | (1) | $ | (37) | ||||||||||||
Derivatives designated as net investment hedging instruments under ASC 815: | ||||||||||||||||||||||||
Foreign currency forward contracts |
108 | (397) | - | - | - | - | ||||||||||||||||||
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Foreign currency forward and option contracts |
$ | 2,583 | $ | (4,858) | $ | (1,755) | $ | 68 | $ | (1) | $ | (37) | ||||||||||||
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Gain (Loss) Recognized in “Other income and (expense)” on Derivatives |
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June 30, | ||||||||
2014 | 2013 | |||||||
Derivatives not designated as hedging instruments under ASC 815: | ||||||||
Foreign currency forward contracts |
$ | (1,331 | ) | $ | 2,755 | |||
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The following tables present the effect of the Company’s derivative instruments included in the accompanying Condensed Consolidated Financial Statements for the six months ended June 30, 2014 and 2013 (in thousands):
Gain (Loss)
Recognized in AOCI on Derivatives (Effective Portion) |
Gain (Loss)
Reclassified From Accumulated AOCI Into “Revenues” (Effective Portion) |
Gain (Loss) Recognized
in “Revenues” on Derivatives (Ineffective Portion) |
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June 30, | June 30, | June 30, | ||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||
Derivatives designated as cash flow hedging instruments under ASC 815: | ||||||||||||||||||||||||
Foreign currency forward and option contracts | $ | (2,543) | $ | (1,744) | $ | (4,129) | $ | 799 | $ | (4) | $ | (25) | ||||||||||||
Derivatives designated as net investment hedging instruments under ASC 815: | ||||||||||||||||||||||||
Foreign currency forward contracts |
162 | 36 | - | - | - | - | ||||||||||||||||||
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Foreign currency forward and option contracts |
$ | (2,381) | $ | (1,708) | $ | (4,129) | $ | 799 | $ | (4) | $ | (25) | ||||||||||||
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Gain (Loss)
Recognized in “Other income and (expense)” on Derivatives |
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June 30, | ||||||||
2014 | 2013 | |||||||
Derivatives not designated as hedging instruments under ASC 815: | ||||||||
Foreign currency forward contracts |
$ | (608 | ) | $ | 2,230 | |||
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Note 6. Investments Held in Rabbi Trust
The Company’s investments held in rabbi trust, classified as trading securities and included in “Other current assets” in the accompanying Condensed Consolidated Balance Sheets, at fair value, consist of the following (in thousands):
June 30, 2014 | December 31, 2013 | |||||||||||||||
Cost | Fair Value | Cost | Fair Value | |||||||||||||
Mutual funds |
$ | 5,435 | $ | 7,405 | $ | 4,749 | $ | 6,421 | ||||||||
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The mutual funds held in the rabbi trusts were 81% equity-based and 19% debt-based as of June 30, 2014. Net investment income (losses), included in “Other income (expense)” in the accompanying Condensed Consolidated Statements of Operations consists of the following (in thousands):
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Gross realized gains from sale of trading securities |
$ | - | $ | 16 | $ | 3 | $ | 112 | ||||||||
Gross realized (losses) from sale of trading securities |
- | (5) | - | (8) | ||||||||||||
Dividend and interest income |
9 | 8 | 18 | 18 | ||||||||||||
Net unrealized holding gains (losses) |
204 | 1 | 279 | 196 | ||||||||||||
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Net investment income (losses) |
$ | 213 | $ | 20 | $ | 300 | $ | 318 | ||||||||
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Note 7. Deferred Revenue
The components of deferred revenue consist of the following (in thousands):
June 30, 2014 | December 31, 2013 | |||||||
Future service |
$ | 26,133 | $ | 25,102 | ||||
Estimated potential penalties and holdbacks |
9,663 | 9,923 | ||||||
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$ | 35,796 | $ | 35,025 | |||||
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Note 8. Deferred Grants
The components of deferred grants, net of accumulated amortization, consist of the following (in thousands):
June 30, 2014 | December 31, 2013 | |||||||
Property grants |
$ | 5,867 | $ | 6,643 | ||||
Employment grants |
180 | 146 | ||||||
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Total deferred grants |
6,047 | 6,789 | ||||||
Less: Property grants – short-term (1) |
- | (6) | ||||||
Less: Employment grants – short-term (1) |
(180) | (146) | ||||||
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Total long-term deferred grants (2) |
$ | 5,867 | $ | 6,637 | ||||
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(1) Included in “Other accrued expenses and current liabilities” in the accompanying Condensed Consolidated Balance Sheets. (2) Included in “Deferred grants” in the accompanying Condensed Consolidated Balance Sheets. |
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Note 9. Borrowings
On May 3, 2012, the Company entered into a $245 million revolving credit facility (the “2012 Credit Agreement”) with a group of lenders and KeyBank National Association, as Lead Arranger, Sole Book Runner and Administrative Agent (“KeyBank”). The 2012 Credit Agreement replaced the Company’s previous $75 million revolving credit facility (the “2010 Credit Agreement”) dated February 2, 2010, as amended, which agreement was terminated simultaneous with entering into the 2012 Credit Agreement. The 2012 Credit Agreement is subject to certain borrowing limitations and includes certain customary financial and restrictive covenants. The Company borrowed $108.0 million under the 2012 Credit Agreement’s revolving credit facility on August 20, 2012 in connection with the acquisition of Alpine Access, Inc. on such date.
The 2012 Credit Agreement includes a $184 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.
Borrowings consist of the following (in thousands):
June 30, 2014 | December 31, 2013 | |||||||
Revolving credit facility |
$ | 79,000 | $ | 98,000 | ||||
Less: Current portion |
- | - | ||||||
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Total long-term debt |
$ | 79,000 | $ | 98,000 | ||||
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The 2012 Credit Agreement matures on May 2, 2017 and has no varying installments due.
Borrowings under the 2012 Credit Agreement will bear interest at the rates set forth in the Credit Agreement. In addition, the Company is required to pay certain customary fees, including a commitment fee of 0.175%, which is due quarterly in arrears and calculated on the average unused amount of the 2012 Credit Agreement.
The 2012 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 2012, the Company paid an underwriting fee of $0.9 million for the 2012 Credit Agreement, which is deferred and amortized over the term of the loan.
The 2012 Credit Agreement had $79.0 million of outstanding borrowings as of June 30, 2014, with an average daily utilization of $90.2 million and $105.8 million during the three months ended June 30, 2014 and 2013, respectively, and $93.3 million and $98.5 million during the six months ended June 30, 2014 and 2013, respectively. During the three months ended June 30, 2014 and 2013, the related interest expense, excluding amortization of deferred loan fees, under our credit agreements was $0.3 million and $0.4 million, respectively, which represented weighted average interest rates of 1.3% and 1.5%, respectively. During the six months ended June 30, 2014 and 2013, the related interest expense, excluding amortization of deferred loan fees, under our credit agreements was $0.6 million and $0.7 million, respectively, which represented weighted average interest rates of 1.3% and 1.5%, respectively.
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Note 10. Accumulated Other Comprehensive Income (Loss)
The Company presents data in the Condensed 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):
Foreign Currency Translation Gain (Loss) |
Unrealized Gain (Loss) on Net Investment Hedge |
Unrealized Actuarial Gain (Loss) Related to Pension Liability |
Unrealized Gain (Loss) on Cash Flow Hedging Instruments |
Unrealized Gain (Loss) on Post Retirement Obligation |
Total | |||||||||||||||||||
Balance at January 1, 2013 |
$ | 16,083 | $ | (2,565 | ) | $ | 1,413 | $ | (570 | ) | $ | 495 | $ | 14,856 | ||||||||||
Pre-tax amount |
(3,465 | ) | (1,720 | ) | (136 | ) | (2,704 | ) | (127 | ) | (8,152 | ) | ||||||||||||
Tax (provision) benefit |
- | 602 | 16 | 449 | - | 1,067 | ||||||||||||||||||
Reclassification of (gain) loss to net income |
- | - | (41 | ) | 321 | (54 | ) | 226 | ||||||||||||||||
Foreign currency translation |
133 | - | (102 | ) | (31 | ) | - | - | ||||||||||||||||
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Balance at December 31, 2013 |
12,751 | (3,683 | ) | 1,150 | (2,535 | ) | 314 | 7,997 | ||||||||||||||||
Pre-tax amount |
(2,144 | ) | 162 | 26 | (2,547 | ) | 41 | (4,462 | ) | |||||||||||||||
Tax (provision) benefit |
- | (57 | ) | - | (101 | ) | - | (158 | ) | |||||||||||||||
Reclassification of (gain) loss to net income |
- | - | (25 | ) | 4,020 | (23 | ) | 3,972 | ||||||||||||||||
Foreign currency translation |
65 | - | 20 | (85 | ) | - | - | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at June 30, 2014 |
$ | 10,672 | $ | (3,578 | ) | $ | 1,171 | $ | (1,248 | ) | $ | 332 | $ | 7,349 | ||||||||||
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|
|
|
|
|
|
|
|
|
|
|
The following table summarizes the amounts reclassified to net income from accumulated other comprehensive income (loss) and the associated line item in the accompanying Condensed Consolidated Statements of Operations (in thousands):
Three Months Ended June 30, | Six Months Ended June 30, | Statements of Operations Location | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||
Actuarial Gain (Loss)
Related to Pension |
||||||||||||||||||
Pre-tax amount |
$ | 13 | $ | 19 | $ | 25 | $ | 29 | Direct salaries and related costs | |||||||||
Tax (provision) benefit |
- | - | - | - | Income taxes | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Reclassification to net income |
13 | 19 | 25 | 29 | ||||||||||||||
Gain (Loss) on Cash Flow Hedging Instruments: (2) |
||||||||||||||||||
Pre-tax amount |
(1,756) | 31 | (4,133) | 774 | Revenues | |||||||||||||
Tax (provision) benefit |
17 | 54 | 113 | (12) | Income taxes | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Reclassification to net income |
(1,739) | 85 | (4,020) | 762 | ||||||||||||||
Gain (Loss) on Post Retirement Obligation: (1) |
||||||||||||||||||
Pre-tax amount |
12 | 14 | 23 | 30 | General and administrative | |||||||||||||
Tax (provision) benefit |
- | - | - | - | Income taxes | |||||||||||||
Reclassification to net income |
12 | 14 | 23 | 30 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total reclassification of gain (loss) to net income |
$ | (1,714) | $ | 118 | $ | (3,972) | $ | 821 | ||||||||||
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|
(1) |
See Note 14, Defined Benefit Pension Plan and Postretirement Benefits, for further information. |
(2) |
See Note 5, Financial Derivatives, for further information. |
Except as discussed in Note 11, Income Taxes, earnings 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 11. Income Taxes
The Company’s effective tax rate was 14.2% and (14.0)% for the three months ended June 30, 2014 and 2013, respectively. The increase in the effective tax rate is primarily due to several factors, including fluctuations in earnings among the various jurisdictions in which the Company operates, none of which are individually material. The difference between the Company’s effective tax rate of 14.2% as compared to the U.S. statutory federal income tax rate of 35.0% was primarily due to the recognition of tax benefits resulting from foreign tax rate differentials, income earned in certain tax holiday jurisdictions, changes in unrecognized tax positions and tax credits, partially offset by the tax impact of permanent differences, adjustments of valuation allowances and foreign withholding taxes.
The Company’s effective tax rate was 24.1% and 17.2% for the six months ended June 30, 2014 and 2013, respectively. The increase in the effective tax rate is primarily due to several factors, including fluctuations in earnings among the various jurisdictions in which the Company operates, none of which are individually material. This increase was partially offset by the recognition in 2013 of the retroactive tax impact of The American Taxpayer Relief Act of 2012. The difference between the Company’s effective tax rate of 24.1% as compared to the U.S. statutory federal income tax rate of 35.0% was primarily due to the recognition of tax benefits resulting from foreign tax rate differentials, income earned in certain tax holiday jurisdictions, changes in unrecognized tax positions and tax credits, partially offset by the tax impact of permanent differences, adjustments of valuation allowances and foreign withholding taxes.
The Company has accrued $15.0 million as of June 30, 2014 and December 31, 2013, excluding penalties and interest, for the liability for unrecognized tax benefits. As of June 30, 2014, $4.0 million of unrecognized tax benefits have been recorded to “Deferred charges and other assets” in the accompanying Condensed Consolidated Balance Sheet in accordance with ASU 2013-11. The remaining $11.0 million of the unrecognized tax benefits at June 30, 2014 and the $15.0 million at December 31, 2013 are recorded in “Long-term income tax liabilities” in the accompanying Condensed Consolidated Balance Sheets.
Earnings associated with the investments in the Company’s foreign subsidiaries are considered to be indefinitely reinvested outside of the U.S. Therefore, a U.S. provision for income taxes on those earnings or translation adjustments has not been recorded, as permitted by criterion outlined in ASC 740 “Income Taxes.” Determination of any unrecognized deferred tax liability for temporary differences related to investments in foreign subsidiaries that are essentially permanent in duration is not practicable due to the inherent complexity of the multi-national tax environment in which the Company operates.
In 2013, the Company executed offshore cash movements to take advantage of The American Taxpayer Relief Act of 2012 (the “Act”) passed on January 2, 2013, with retroactive application to January 1, 2012. This Act, which extended the tax provisions of the Internal Revenue Code Section 954(c)(6) through the end of 2013, permitted continued tax deferral on such movements which would otherwise be taxable immediately in the U.S. While the 2013 cash movements related to this law change are not taxable in the U.S., related foreign withholding taxes of $2.4 million were included in the provision for income taxes in the accompanying Condensed Consolidated Statement of Operations for the six months ended June 30, 2013.
The U.S. Department of the Treasury released the “General Explanations of the Administration’s Fiscal Year 2015 Revenue Proposals” in March 2014. These proposals represent a significant shift in international tax policy, which may materially impact U.S. taxation of international earnings. The Company continues to monitor these proposals and is currently evaluating the potential impact on its financial condition, results of operations and cash flows.
The Company is currently under audit in several tax jurisdictions. The Company has 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, net of fluctuations in the foreign exchange rate, are $17.2 million and $17.3 million as of June 30, 2014 and December 31, 2013, respectively, and are included in “Deferred charges and other assets” in the accompanying Condensed Consolidated Balance Sheets. Although the outcome of examinations by taxing authorities is always uncertain, the Company believes it is adequately reserved for these audits and resolution is not expected to have a material impact on its financial condition and results of operations.
The significant tax jurisdictions currently under audit are as follows:
Tax Jurisdiction | Tax Year Ended | |
|
||
Canada |
2003 to 2009 | |
Philippines |
2009 and 2010 | |
United States |
2011 and 2012 |
|
Note 13. Commitments and Loss Contingency
Commitments
During the six months ended June 30, 2014, the Company entered into several leases in the ordinary course of business. The following is a schedule of future minimum rental payments required under operating leases that have noncancelable lease terms as of June 30, 2014 (in thousands):
Amount | ||||
2014 (remaining six months) |
$ | 928 | ||
2015 |
3,630 | |||
2016 |
3,260 | |||
2017 |
2,501 | |||
2018 |
2,330 | |||
2019 |
1,969 | |||
2020 and thereafter |
4,907 | |||
|
|
|||
Total minimum payments required |
$ | 19,525 | ||
|
|
During the six months ended June 30, 2014, the Company entered into agreements with third-party vendors in the ordinary course of business whereby the Company committed to purchase goods and services used in its normal operations. These agreements, which are not cancelable, generally range from one to five year periods and contain fixed or minimum annual commitments. Certain of these agreements allow for renegotiation of the minimum annual commitments based on certain conditions. The following is a schedule of the future minimum purchases remaining under the agreements as of June 30, 2014 (in thousands):
Amount | ||||
2014 (remaining six months) |
$ | 7,850 | ||
2015 |
12,014 | |||
2016 |
10,391 | |||
2017 |
4,345 | |||
2018 |
- | |||
2019 |
- | |||
2020 and thereafter |
- | |||
|
|
|||
Total minimum payments required |
$ | 34,600 | ||
|
|
Except as outlined above, there have not been any material changes to the outstanding contractual obligations from the disclosure in our Annual Report on Form 10-K for the year ended December 31, 2013.
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.
|
Note 14. Defined Benefit Pension Plan and Postretirement Benefits
Defined Benefit Pension Plans
The following table provides information about the net periodic benefit cost for the Company’s pension plans (in thousands):
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Service cost |
$ | 101 | $ | 87 | $ | 201 | $ | 175 | ||||||||
Interest cost |
31 | 29 | 61 | 58 | ||||||||||||
Recognized actuarial (gains) |
(13 | ) | (14 | ) | (25 | ) | (29 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net periodic benefit cost |
$ | 119 | $ | 102 | $ | 237 | $ | 204 | ||||||||
|
|
|
|
|
|
|
|
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 Condensed Consolidated Statements of Operations were as follows (in thousands):
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
401(k) plan contributions |
$ | 221 | $ | 245 | $ | 480 | $ | 478 | ||||||||
|
|
|
|
|
|
|
|
Split-Dollar Life Insurance Arrangement
In 1996, the Company entered into a split-dollar life insurance arrangement to benefit the former Chairman and Chief Executive Officer of the Company. Under the terms of the arrangement, the Company retained a collateral interest in the policy to the extent of the premiums paid by the Company. The postretirement benefit obligation included in “Other long-term liabilities” and the unrealized gains (losses) included in “Accumulated other comprehensive income” in the accompanying Condensed Consolidated Balance Sheets were as follows (in thousands):
June 30, 2014 | December 31, 2013 | |||||||
Postretirement benefit obligation |
$ | 62 | $ | 81 | ||||
Unrealized gains (losses) in AOCI (1) |
$ | 332 | $ | 314 |
(1) |
Unrealized gains (losses) are due to changes in discount rates related to the postretirement obligation. |
|
Note 15. Stock-Based Compensation
The Company’s stock-based compensation plans include the 2011 Equity Incentive Plan, the 2004 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 (deficiencies) (in thousands):
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Stock-based compensation (expense) (1) |
$ | (937 | ) | $ | (1,526 | ) | $ | (1,691 | ) | $ | (2,190 | ) | ||||
Income tax benefit (2) |
328 | 535 | 592 | 767 | ||||||||||||
Excess tax benefit (deficiency) from stock-based compensation (3) |
(84 | ) | - | (30 | ) | (34 | ) |
(1) |
Included in “General and administrative” costs in the accompanying Condensed Consolidated Statements of Operations. |
(2) |
Included in “Income taxes” in the accompanying Condensed Consolidated Statements of Operations. |
(3) |
Included in “Additional paid-in capital” in the accompanying Condensed Consolidated Statements of Changes in Shareholders’ Equity. |
There were no capitalized stock-based compensation costs as of June 30, 2014 and December 31, 2013.
2011 Equity Incentive Plan – The Company’s Board of Directors (the “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 Committee (the “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 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. The fair value of each SAR is estimated on the date of grant using the Black-Scholes valuation model that uses various assumptions.
The following table summarizes the assumptions used to estimate the fair value of SARs granted:
Six Months Ended June 30, | ||||||||
2014 | 2013 | |||||||
Expected volatility |
38.9 | % | 45.2 | % | ||||
Weighted-average volatility |
38.9 | % | 45.2 | % | ||||
Expected dividend rate |
0.0 | % | 0.0 | % | ||||
Expected term (in years) |
5.0 | 5.0 | ||||||
Risk-free rate |
1.7 | % | 0.8 | % |
The following table summarizes SARs activity as of June 30, 2014 and for the six months then ended:
Stock Appreciation Rights | Shares (000s) | Weighted Average Exercise Price |
Weighted Average Remaining Contractual Term (in years) |
Aggregate Intrinsic Value (000s) |
||||||||||||
|
||||||||||||||||
Outstanding at January 1, 2014 |
963 | $ | - | |||||||||||||
Granted |
246 | $ | - | |||||||||||||
Exercised |
(70) | $ | - | |||||||||||||
Forfeited or expired |
(155) | $ | - | |||||||||||||
|
|
|||||||||||||||
Outstanding at June 30, 2014 |
984 | $ | - | 7.4 | $ | 3,703 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Vested or expected to vest at June 30, 2014 |
984 | $ | - | 7.4 | $ | 3,703 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Exercisable at June 30, 2014 |
573 | $ | - | 6.2 | $ | 1,945 | ||||||||||
|
|
|
|
|
|
|
|
The following table summarizes information regarding SARs granted and exercised (in thousands, except per SAR amounts):
Six Months Ended June 30, | ||||||||
2014 | 2013 | |||||||
Number of SARs granted |
246 | 318 | ||||||
Weighted average grant-date fair value per SAR |
$ | 7.20 | $ | 6.08 | ||||
Intrinsic value of SARs exercised |
$ | 333 | $ | - | ||||
Fair value of SARs vested |
$ | 1,553 | $ | 1,298 |
The following table summarizes nonvested SARs activity as of June 30, 2014 and for the six months then ended:
Nonvested Stock Appreciation Rights | Shares (000s) | Weighted Average Grant- Date Fair Value |
||||||
|
||||||||
Nonvested at January 1, 2014 |
535 | $ | 6.17 | |||||
Granted |
246 | $ | 7.20 | |||||
Vested |
(246) | $ | 6.31 | |||||
Forfeited or expired |
(124) | $ | 6.48 | |||||
|
|
|||||||
Nonvested at June 30, 2014 |
411 | $ | 6.61 | |||||
|
|
As of June 30, 2014, there was $2.4 million of total unrecognized compensation cost, net of estimated forfeitures, related to nonvested SARs granted under the 2011 Plan and 2001 Plan. This cost is expected to be recognized over a weighted average period of 1.5 years.
Restricted Shares – The Board, at the recommendation of the 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 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.
The following table summarizes nonvested restricted shares/RSUs activity as of June 30, 2014 and for the six months then ended:
Nonvested Restricted Shares and RSUs | Shares (000s) | Weighted Average Grant- Date Fair Value |
||||||
|
||||||||
Nonvested at January 1, 2014 |
1,367 | $ | 15.96 | |||||
Granted |
500 | $ | 19.77 | |||||
Vested |
(57) | $ | 15.67 | |||||
Forfeited or expired |
(601) | $ | 17.47 | |||||
|
|
|||||||
Nonvested at June 30, 2014 |
1,209 | $ | 16.80 | |||||
|
|
The following table summarizes information regarding restricted shares/RSUs granted and vested (in thousands, except per restricted share/RSU amounts):
Six Months Ended June 30, | ||||||||
2014 | 2013 | |||||||
Number of restricted shares/RSUs granted |
500 | 706 | ||||||
Weighted average grant-date fair value per restricted share/RSU |
$ | 19.77 | $ | 15.25 | ||||
Fair value of restricted shares/RSUs vested |
$ | 895 | $ | 366 |
As of June 30, 2014, based on the probability of achieving the performance goals, there was $17.8 million of total unrecognized compensation cost, net of estimated forfeitures, related to nonvested restricted shares/RSUs granted under the 2011 Plan and 2001 Plan. This cost is expected to be recognized over a weighted average period of 1.9 years.
2004 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 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. Prior to May 20, 2011, the annual cash awards for the Chairpersons of the Compensation Committee, Finance Committee and Nominating and Corporate Governance Committee were $12,500 and the members of such committees were entitled to an annual cash award of $7,500. On May 20, 2011, the Board increased the additional annual cash award to the Chairperson of the Compensation Committee to $15,000. All other additional cash awards remained unchanged.
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, and that the stock portion of such compensation would be issued under the 2011 Plan.
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.
The following table summarizes nonvested common stock share award activity as of June 30, 2014 and for the six months then ended:
Nonvested Common Stock Share Awards | Shares (000s) | Weighted Average Grant- Date Fair Value |
||||||
|
||||||||
Nonvested at January 1, 2014 |
9 | $ | 16.01 | |||||
Granted |
36 | $ | 20.15 | |||||
Vested |
(17) | $ | 17.89 | |||||
Forfeited or expired |
- | $ | - | |||||
|
|
|||||||
Nonvested at June 30, 2014 |
28 | $ | 20.16 | |||||
|
|
The following table summarizes information regarding common stock share awards granted and vested (in thousands, except per share award amounts):
Six Months Ended June 30, | ||||||||
2014 | 2013 | |||||||
Number of share awards granted |
36 | 37 | ||||||
Weighted average grant-date fair value per share award |
$ | 20.15 | $ | 16.01 | ||||
Fair value of share awards vested |
$ | 310 | $ | 369 |
As of June 30, 2014, there was $0.5 million of total unrecognized compensation cost, 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 0.7 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 and amended on March 29, 2006 and May 23, 2006. It provides certain eligible employees the ability to defer any portion of their compensation until the 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 certain senior management participants on a quarterly basis up to a total of $12,000 per year for the president, executive vice presidents and senior vice presidents and $7,500 per year for vice presidents (participants below the level of vice president are not eligible to receive matching contributions from the Company). Matching contributions and the associated earnings vest over a seven year service period. Deferred compensation amounts used to pay benefits, which are held in a rabbi trust, include investments in various mutual funds and shares of the Company’s common stock (see Note 6, Investments Held in Rabbi Trust). As of June 30, 2014 and December 31, 2013, liabilities of $7.4 million and $6.4 million, respectively, of the Deferred Compensation Plan were recorded in “Accrued employee compensation and benefits” in the accompanying Condensed Consolidated Balance Sheets.
Additionally, the Company’s common stock match associated with the Deferred Compensation Plan, with a carrying value of approximately $1.8 million and $1.6 million at June 30, 2014 and December 31, 2013, respectively, is included in “Treasury stock” in the accompanying Condensed Consolidated Balance Sheets.
The following table summarizes nonvested common stock activity as of June 30, 2014 and for the six months then ended:
Nonvested Common Stock | Shares (000s) | Weighted Average Grant- Date Fair Value |
||||||
|
||||||||
Nonvested at January 1, 2014 |
6 | $ | 16.89 | |||||
Granted |
8 | $ | 20.43 | |||||
Vested |
(7) | $ | 20.16 | |||||
Forfeited or expired |
(1) | $ | 17.08 | |||||
|
|
|||||||
Nonvested at June 30, 2014 |
6 | $ | 17.46 | |||||
|
|
The following table summarizes information regarding shares of common stock granted and vested (in thousands, except per common stock amounts):
Six Months Ended June 30, | ||||||||
2014 | 2013 | |||||||
Number of shares of common stock granted |
8 | 10 | ||||||
Weighted average grant-date fair value per common stock |
$ | 20.43 | $ | 15.89 | ||||
Fair value of common stock vested |
$ | 146 | $ | 147 | ||||
Cash used to settle the obligation |
$ | 21 | $ | 1,014 |
As of June 30, 2014, 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 2.4 years.
|
Note 16. 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 contact management solutions (with an emphasis on technical support and customer service) and technical staffing and (2) EMEA, which includes Europe, the Middle East and Africa, and provides outsourced customer contact management solutions (with an emphasis on technical support and customer service) and fulfillment services. The sites within Latin America, 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 contact management needs.
Information about the Company’s reportable segments is as follows (in thousands):
Americas | EMEA | Other (1) | Consolidated | |||||||||||||
Three Months Ended June 30, 2014: |
||||||||||||||||
Revenues |
$ | 256,663 | $ | 63,835 | $ | 320,498 | ||||||||||
Percentage of revenues |
80.1% | 19.9% | 100.0% | |||||||||||||
Depreciation, net (2) |
$ | 10,107 | $ | 1,215 | $ | 11,322 | ||||||||||
Amortization of intangibles |
$ | 3,659 | $ | - | $ | 3,659 | ||||||||||
Income (loss) from operations |
$ | 21,135 | $ | 1,561 | $ | (12,269) | $ | 10,427 | ||||||||
Other income (expense), net |
(714) | (714) | ||||||||||||||
Income taxes |
(1,376) | (1,376) | ||||||||||||||
|
|
|||||||||||||||
Net income |
$ | 8,337 | ||||||||||||||
|
|
|||||||||||||||
Total assets as of June 30, 2014 |
$ | 1,093,003 | $ | 1,444,643 | $ | (1,591,697) | $ | 945,949 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Three Months Ended June 30, 2013: |
||||||||||||||||
Revenues |
$ | 255,163 | $ | 49,572 | $ | 304,735 | ||||||||||
Percentage of revenues |
83.7% | 16.3% | 100.0% | |||||||||||||
Depreciation, net (2) |
$ | 9,079 | $ | 938 | $ | 10,017 | ||||||||||
Amortization of intangibles |
$ | 3,713 | $ | - | $ | 3,713 | ||||||||||
Income (loss) from operations |
$ | 19,221 | $ | (1,924) | $ | (11,680) | $ | 5,617 | ||||||||
Other income (expense), net |
(709) | (709) | ||||||||||||||
Income taxes |
688 | 688 | ||||||||||||||
|
|
|||||||||||||||
Net income |
$ | 5,596 | ||||||||||||||
|
|
|||||||||||||||
Total assets as of June 30, 2013 |
$ | 1,107,110 | $ | 1,363,615 | $ | (1,545,165) | $ | 925,560 | ||||||||
|
|
|
|
|
|
|
|
Americas | EMEA | Other (1) | Consolidated | |||||||||||||
Six Months Ended June 30, 2014: |
||||||||||||||||
Revenues |
$ | 517,909 | $ | 127,018 | $ | 644,927 | ||||||||||
Percentage of revenues |
80.3% | 19.7% | 100.0% | |||||||||||||
Depreciation, net (2) |
$ | 20,248 | $ | 2,372 | $ | 22,620 | ||||||||||
Amortization of intangibles |
$ | 7,310 | $ | - | $ | 7,310 | ||||||||||
Income (loss) from operations |
$ | 43,782 | $ | 4,445 | $ | (23,322) | $ | 24,905 | ||||||||
Other income (expense), net |
(319) | (319) | ||||||||||||||
Income taxes |
(5,936) | (5,936) | ||||||||||||||
|
|
|||||||||||||||
Net income |
$ | 18,650 | ||||||||||||||
|
|
|||||||||||||||
Six Months Ended June 30, 2013: |
||||||||||||||||
Revenues |
$ | 510,377 | $ | 95,602 | $ | 605,979 | ||||||||||
Percentage of revenues |
84.2% | 15.8% | 100.0% | |||||||||||||
Depreciation, net (2) |
$ | 18,257 | $ | 1,929 | $ | 20,186 | ||||||||||
Amortization of intangibles |
$ | 7,472 | $ | - | $ | 7,472 | ||||||||||
Income (loss) from operations |
$ | 38,743 | $ | (69) | $ | (23,180) | $ | 15,494 | ||||||||
Other income (expense), net |
(868) | (868) | ||||||||||||||
Income taxes |
(2,512) | (2,512) | ||||||||||||||
|
|
|||||||||||||||
Net income |
$ | 12,114 | ||||||||||||||
|
|
(1) |
Other items (including corporate costs, impairment 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 three and six months ended June 30, 2014 and 2013. Inter-segment revenues are not material to the Americas and EMEA segment results. The Company evaluates the performance of its geographic segments based on revenue and income (loss) from operations, and does not include segment assets or other income and expense items for management reporting purposes. |
(2) |
Depreciation is net of property grant amortization. |
|
Note 17. Other Income (Expense)
Gains and losses resulting from foreign currency transactions are recorded in “Other income (expense)” in the accompanying Condensed Consolidated Statements of Operations during the period in which they occur. Other income (expense) consists of the following (in thousands):
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Foreign currency transaction gains (losses) |
$ | 759 | $ | (2,968 | ) | $ | 631 | $ | (2,734 | ) | ||||||
Gains (losses) on foreign currency derivative instruments not designated as hedges |
(1,331 | ) | 2,755 | (608 | ) | 2,230 | ||||||||||
Other miscellaneous income (expense) |
173 | (126 | ) | 241 | 290 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | (399 | ) | $ | (339 | ) | $ | 264 | $ | (214 | ) | ||||||
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Note 18. Related Party Transactions
In January 2008, the Company entered into a lease for a customer contact management center located in Kingstree, South Carolina. The landlord, Kingstree Office One, LLC, is an entity controlled by John 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 significant penalties for early cancellation which decrease over time. The Company paid $0.1 million to the landlord during both the three months ended June 30, 2014 and 2013 and $0.2 million to the landlord during both the six months ended June 30, 2014 and 2013 under the terms of the lease.
|
Business — Sykes Enterprises, Incorporated and consolidated subsidiaries (“SYKES” or the “Company”) provides comprehensive outsourced customer contact management solutions and services in the business process outsourcing arena to companies, primarily within the communications, financial services, technology/consumer, transportation and leisure, and healthcare industries. SYKES provides flexible, high-quality outsourced customer contact management services (with an emphasis on inbound technical support and customer service), which includes customer assistance, healthcare and roadside assistance, technical support and product sales to its clients’ customers. Utilizing SYKES’ integrated onshore/offshore global delivery model, SYKES provides its services through multiple communication channels encompassing phone, e-mail, social media, text messaging and chat. SYKES complements its outsourced customer contact management services with various enterprise support services in the United States that encompass services for a company’s internal support operations, from technical staffing services to outsourced corporate help desk services. In Europe, SYKES also provides fulfillment services including multilingual sales order processing via the Internet and phone, 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.
Basis of Presentation — The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“generally accepted accounting principles” or “U.S. GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2014 are not necessarily indicative of the results that may be expected for any future quarters or the year ending December 31, 2014. 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, 2013, as filed with the Securities and Exchange Commission (“SEC”) on February 20, 2014.
Principles of Consolidation — The condensed consolidated financial statements include the accounts of SYKES and its wholly-owned subsidiaries and controlled majority-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates — The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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.
Subsequent Events — Subsequent events or transactions have been evaluated through the date and time of issuance of the condensed consolidated financial statements. There were no material subsequent events that required recognition or disclosure in the accompanying condensed consolidated financial statements.
New Accounting Standards Not Yet Adopted
In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-08 “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360) – Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (“ASU 2014-08”). The amendments in ASU 2014-08 indicate that only those disposals of components of an entity that represent a strategic shift that has (or will have) a major effect on an entity’s operations and financial results will be reported as discontinued operations in the financial statements. Currently, a component of an entity that is a reportable segment, an operating segment, a reporting unit, a subsidiary, or an asset group is eligible for discontinued operations presentation. The amendments should be applied to all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. The Company does not expect the adoption of ASU 2014-08 to materially impact its financial condition, results of operations and cash flows.
In May 2014, the FASB issued 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. The amendments are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the impact that the adoption of ASU 2014-09 may have on its financial condition, results of operations and cash flows.
In June 2014, the FASB issued ASU 2014-12 “Compensation – Stock Compensation (Topic 718) Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period” (“ASU 2014-12”). The amendments in ASU 2014-12 require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Accounting Standards Codification (“ASC”) Topic 718, “Compensation — Stock Compensation” (“ASC 718”), as it relates to awards with performance conditions that affect vesting to account for such awards. The amendments are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. The Company does not expect the adoption of ASU 2014-12 to materially impact its financial condition, results of operations and cash flows.
New Accounting Standards Recently Adopted
In March 2013, the FASB issued ASU 2013-05 “Foreign Currency Matters (Topic 830) – Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity” (“ASU 2013-05”). The amendments in ASU 2013-05 indicate that a cumulative translation adjustment (“CTA”) is attached to the parent’s investment in a foreign entity and should be released in a manner consistent with the derecognition guidance on investments in entities. Thus, the entire amount of the CTA associated with the foreign entity would be released when there has been a sale of a subsidiary or group of net assets within a foreign entity and the sale represents the substantially complete liquidation of the investment in the foreign entity, a loss of a controlling financial interest in an investment in a foreign entity (i.e., the foreign entity is deconsolidated), or a step acquisition for a foreign entity (i.e., when an entity has changed from applying the equity method for an investment in a foreign entity to consolidating the foreign entity). ASU 2013-05 does not change the requirement to release a pro rata portion of the CTA of the foreign entity into earnings for a partial sale of an equity method investment in a foreign entity. The amendments in ASU 2013-05 are effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013. The amendments should be applied prospectively to derecognition events occurring after the effective date. The adoption of ASU 2013-05 on January 1, 2014 did not have a material impact on the financial condition, results of operations and cash flows of the Company.
In July 2013, the FASB issued ASU 2013-11 “Income Taxes (Topic 740) – Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU 2013-11”). The amendments in ASU 2013-11 indicate that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. In situations where a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction or the tax law of the jurisdiction does not require, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The amendments in ASU 2013-11 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The adoption of ASU 2013-11 on January 1, 2014 resulted in a $3.1 million reclassification of a portion of the Company’s unrecognized tax benefits from “Long-term income tax liabilities” to “Deferred charges and other assets.” See Note 11, Income Taxes, for further information.
ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) 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. |
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. |
— |
Long-Term Debt — The carrying value of long-term debt approximates its estimated fair value as it re-prices at varying interest rates. |
Fair Value Measurements — 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.
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 following table summarizes the Company’s short-term and long-term accrued liabilities associated with its exit and disposal activities, by plan, as of June 30, 2014 and December 31, 2013 (in thousands):
Americas Fourth Quarter 2011 Exit Plan |
EMEA Fourth Quarter 2011 Exit Plan |
Fourth Quarter 2010 Exit Plan |
Third Quarter 2010 Exit Plan |
Total | ||||||||||||||||
June 30, 2014 |
||||||||||||||||||||
Short-term accrued restructuring liability (1) |
$ | 138 | $ | 131 | $ | - | $ | 507 | $ | 776 | ||||||||||
Long-term accrued restructuring liability (2) |
290 | - | - | 1,045 | 1,335 | |||||||||||||||
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|
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Ending accrual at June 30, 2014 |
$ | 428 | $ | 131 | $ | - | $ | 1,552 | $ | 2,111 | ||||||||||
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|
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|||||||||||
December 31, 2013 |
||||||||||||||||||||
Short-term accrued restructuring liability (1) |
$ | 136 | $ | 131 | $ | 538 | $ | 440 | $ | 1,245 | ||||||||||
Long-term accrued restructuring liability (2) |
376 | - | - | 1,353 | 1,729 | |||||||||||||||
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|
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|
|
|
|
|||||||||||
Ending accrual at December 31, 2013 |
$ | 512 | $ | 131 | $ | 538 | $ | 1,793 | $ | 2,974 | ||||||||||
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(1) |
Included in “Other accrued expenses and current liabilities” in the accompanying Condensed Consolidated Balance Sheets. |
(2) |
Included in “Other long-term liabilities” in the accompanying Condensed Consolidated Balance Sheets. |
The following tables summarize the accrued liability associated with the Americas Fourth Quarter 2011 Exit Plan’s exit or disposal activities and related charges for the three months ended June 30, 2014 and 2013 (in thousands):
Beginning Accrual at April 1, 2014 |
Charges (Reversals) for the Three Months Ended June 30, 2014 |
Cash Payments | Other Non-Cash Changes |
Ending Accrual at June 30, 2014 |
||||||||||||||||
Lease obligations and facility exit costs |
$ | 469 | $ | - | $ | (41 | ) | $ | - | $ | 428 | |||||||||
|
|
|
|
|
|
|
|
|
|
Beginning Accrual at April 1, 2013 |
Charges (Reversals) for the Three Months Ended June 30, 2013 |
Cash Payments | Other Non-Cash Changes |
Ending Accrual at June 30, 2013 |
||||||||||||||||
Lease obligations and facility exit costs |
$ | 647 | $ | - | $ | (41 | ) | $ | - | $ | 606 | |||||||||
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|
|
The following tables summarize the accrued liability associated with the Americas Fourth Quarter 2011 Exit Plan’s exit or disposal activities and related charges for the six months ended June 30, 2014 and 2013 (in thousands):
Beginning Accrual at January 1, 2014 |
Charges (Reversals) for the Six Months Ended June 30, 2014 |
Cash Payments | Other Non-Cash Changes |
Ending Accrual at June 30, 2014 |
||||||||||||||||
Lease obligations and facility exit costs |
$ | 512 | $ | - | $ | (84 | ) | $ | - | $ | 428 | |||||||||
|
|
|
|
|
|
|
|
|
|
Beginning Accrual at January 1, 2013 |
Charges (Reversals) for the Six Months Ended June 30, 2013 |
Cash Payments | Other Non-Cash Changes |
Ending Accrual at June 30, 2013 |
||||||||||||||||
Lease obligations and facility exit costs |
$ | 682 | $ | - | $ | (76 | ) | $ | - | $ | 606 | |||||||||
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|
The following tables summarize the accrued liability associated with EMEA’s Fourth Quarter 2011 Exit Plan’s exit or disposal activities and related charges for the three months ended June 30, 2014 and 2013 (in thousands):
Beginning Accrual at April 1, 2014 |
Charges (Reversals) for the Three Months Ended June 30, 2014 |
Cash Payments | Other Non-Cash Changes (2) |
Ending Accrual at June 30, 2014 |
||||||||||||||||
Severance and related costs |
$ | 132 | $ | - | $ | - | $ | (1 | ) | $ | 131 | |||||||||
Legal-related costs |
- | - | - | - | - | |||||||||||||||
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$ | 132 | $ | - | $ | - | $ | (1 | ) | $ | 131 | ||||||||||
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|
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|
|
Beginning Accrual at April 1, 2013 |
Charges (Reversals) for the Three Months Ended June 30, 2013 (1) |
Cash Payments | Other Non-Cash Changes (2) |
Ending Accrual at June 30, 2013 |
||||||||||||||||
Severance and related costs |
$ | 182 | $ | - | $ | - | $ | 2 | $ | 184 | ||||||||||
Legal-related costs |
5 | 3 | (3 | ) | - | 5 | ||||||||||||||
|
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|
|
|
|||||||||||
$ | 187 | $ | 3 | $ | (3 | ) | $ | 2 | $ | 189 | ||||||||||
|
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(1) |
During 2013, the Company recorded additional severance and related costs and legal-related costs, which are recorded in “General and administrative” costs in the accompanying Condensed Consolidated Statement of Operations. |
(2) |
Effect of foreign currency translation. |
The following tables summarize the accrued liability associated with EMEA’s Fourth Quarter 2011 Exit Plan’s exit or disposal activities and related charges for the six months ended June 30, 2014 and 2013 (in thousands):
Beginning Accrual at January 1, 2014 |
Charges (Reversals) for the Six Months Ended June 30, 2014 |
Cash Payments | Other Non-Cash Changes (2) |
Ending Accrual at June 30, 2014 |
||||||||||||||||
Severance and related costs |
$ | 131 | $ | - | $ | - | $ | - | $ | 131 | ||||||||||
Legal-related costs |
- | - | - | - | - | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
$ | 131 | $ | - | $ | - | $ | - | $ | 131 | |||||||||||
|
|
|
|
|
|
|
|
|
|
Beginning Accrual at January 1, 2013 |
Charges (Reversals) for the Six Months Ended June 30, 2013 (1) |
Cash Payments | Other Non-Cash Changes (2) |
Ending Accrual at June 30, 2013 |
||||||||||||||||
Severance and related costs |
$ | 187 | $ | 6 | $ | (7 | ) | $ | (2 | ) | $ | 184 | ||||||||
Legal-related costs |
10 | 4 | (10 | ) | 1 | 5 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
$ | 197 | $ | 10 | $ | (17 | ) | $ | (1 | ) | $ | 189 | |||||||||
|
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|
|
|
|
|
|
|
|
(1) |
During 2013, the Company recorded additional severance and related costs and legal-related costs, which are recorded in “General and administrative” costs in the accompanying Condensed Consolidated Statement of Operations. |
(2) |
Effect of foreign currency translation. |
The following tables summarize the accrued liability associated with the Fourth Quarter 2010 Exit Plan’s exit or disposal activities and related charges during the three months ended June 30, 2014 and 2013 (in thousands):
Beginning Accrual at April 1, 2014 |
Charges (Reversals) for the Three Months Ended June 30, 2014 (1) |
Cash Payments |
Other Non-Cash Changes (2) |
Ending Accrual at June 30, 2014 |
||||||||||||||||
Lease obligations and facility exit costs |
$ | 433 | $ | (185 | ) | $ | (242 | ) | $ | (6 | ) | $ | - | |||||||
|
|
|
|
|
|
|
|
|
|
Beginning Accrual at April 1, 2013 |
Charges (Reversals) for the Three Months Ended June 30, 2013 |
Cash Payments |
Other Non-Cash Changes (2) |
Ending Accrual at June 30, 2013 |
||||||||||||||||
Lease obligations and facility exit costs |
$ | 449 | $ | - | $ | (100 | ) | $ | 7 | $ | 356 | |||||||||
|
|
|
|
|
|
|
|
|
|
(1) |
During 2014, the Company reversed accruals related to the final settlement of lease obligations and facility exit costs related to the Ireland site, which reduced “General and administrative” costs in the accompanying Condensed Consolidated Statement of Operations. |
(2) |
Effect of foreign currency translation. |
The following tables summarize the accrued liability associated with the Fourth Quarter 2010 Exit Plan’s exit or disposal activities and related charges during the six months ended June 30, 2014 and 2013 (in thousands):
Beginning Accrual at January 1, 2014 |
Charges (Reversals) for the Six Months Ended June 30, 2014 (1) |
Cash Payments |
Other Non-Cash Changes (2) |
Ending Accrual at June 30, 2014 |
||||||||||||||||
Lease obligations and facility exit costs |
$ | 538 | $ | (185 | ) | $ | (348 | ) | $ | (5 | ) | $ | - | |||||||
|
|
|
|
|
|
|
|
|
|
Beginning Accrual at January 1, 2013 |
Charges (Reversals) for the Six Months Ended June 30, 2013 |
Cash Payments |
Other Non-Cash Changes (2) |
Ending Accrual at June 30, 2013 |
||||||||||||||||
Lease obligations and facility exit costs |
$ | 539 | $ | - | $ | (180 | ) | $ | (3 | ) | $ | 356 | ||||||||
|
|
|
|
|
|
|
|
|
|
(1) |
During 2014, the Company reversed accruals related to the final settlement of lease obligations and facility exit costs related to the Ireland site, which reduced “General and administrative” costs in the accompanying Condensed Consolidated Statement of Operations. |
(2) |
Effect of foreign currency translation. |
The following tables summarize the accrued liability associated with the Third Quarter 2010 Exit Plan’s exit or disposal activities and related charges for the three months ended June 30, 2014 and 2013 (in thousands):
Beginning Accrual at April 1, 2014 |
Charges (Reversals) for the Three Months Ended June 30, 2014 |
Cash Payments | Other Non-Cash Changes |
Ending Accrual at June 30, 2014 |
||||||||||||||||
Lease obligations and facility exit costs |
$ | 1,697 | $ | - | $ | (145 | ) | $ | - | $ | 1,552 | |||||||||
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|
|||||||||||
Beginning Accrual at April 1, 2013 |
Charges (Reversals) for the Three Months Ended June 30, 2013 |
Cash Payments | Other
Non-Cash Changes |
Ending Accrual at June 30, 2013 |
||||||||||||||||
Lease obligations and facility exit costs |
$ | 2,328 | $ | - | $ | (163 | ) | $ | - | $ | 2,165 | |||||||||
|
|
|
|
|
|
|
|
|
|
The following tables summarize the accrued liability associated with the Third Quarter 2010 Exit Plan’s exit or disposal activities and related charges for the six months ended June 30, 2014 and 2013 (in thousands):
Beginning Accrual at January 1, 2014 |
Charges (Reversals) for the Six Months Ended June 30, 2014 |
Cash Payments | Other Non-Cash Changes |
Ending Accrual at June 30, 2014 |
||||||||||||||||
Lease obligations and facility exit costs |
$ | 1,793 | $ | - | $ | (241 | ) | $ | - | $ | 1,552 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Beginning
Accrual at January 1, 2013 |
Charges (Reversals) for the Six Months Ended June 30, 2013 |
Cash Payments | Other Non-Cash Changes (1) |
Ending Accrual at June 30, 2013 |
||||||||||||||||
Lease obligations and facility exit costs |
$ | 2,551 | $ | - | $ | (385 | ) | $ | (1 | ) | $ | 2,165 | ||||||||
|
|
|
|
|
|
|
|
|
|
(1) |
Effect of foreign currency translation. |
|
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):
Fair Value Measurements at June 30, 2014 Using: | ||||||||||||||||||
Balance at | Quoted Prices
in Active Markets For Identical Assets |
Significant Other Observable Inputs |
Significant Unobservable Inputs |
|||||||||||||||
June 30, 2014 | Level (1) | Level (2) | Level (3) | |||||||||||||||
Assets: |
||||||||||||||||||
Money market funds and open-end mutual funds included in “Cash and cash equivalents” |
(1) | $ | 81,145 | $ | 81,145 | $ | - | $ | - | |||||||||
Money market funds and open-end mutual funds in “Deferred charges and other assets” |
(1) | 11 | 11 | - | - | |||||||||||||
Foreign currency forward and option contracts |
(2) | 1,562 | - | 1,562 | - | |||||||||||||
Equity investments held in a rabbi trust for the Deferred Compensation Plan |
(3) | 6,015 | 6,015 | - | - | |||||||||||||
Debt investments held in a rabbi trust for the Deferred Compensation Plan |
(3) | 1,390 | 1,390 | - | - | |||||||||||||
Guaranteed investment certificates (4) |
79 | - | 79 | - | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
$ | 90,202 | $ | 88,561 | $ | 1,641 | $ | - | |||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Liabilities: |
||||||||||||||||||
Long-term debt |
(5) | $ | 79,000 | $ | - | $ | 79,000 | $ | - | |||||||||
Foreign currency forward and option contracts |
(6) | 5,295 | - | 5,295 | - | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
$ | 84,295 | $ | - | $ | 84,295 | $ | - | |||||||||||
|
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2013 Using: | ||||||||||||||||||
Balance at | Quoted Prices
in Active Markets For Identical Assets |
Significant Other Observable Inputs |
Significant Unobservable Inputs |
|||||||||||||||
December 31, 2013 | Level (1) | Level (2) | Level (3) | |||||||||||||||
Assets: |
||||||||||||||||||
Money market funds and open-end mutual funds included in “Cash and cash equivalents” |
(1) | $ | 50,627 | $ | 50,627 | $ | - | $ | - | |||||||||
Money market funds and open-end mutual funds in “Deferred charges and other assets” |
(1) | 11 | 11 | - | - | |||||||||||||
Foreign currency forward and option contracts |
(2) | 2,240 | - | 2,240 | - | |||||||||||||
Equity investments held in a rabbi trust for the Deferred Compensation Plan |
(3) | 5,251 | 5,251 | - | - | |||||||||||||
Debt investments held in a rabbi trust for the Deferred Compensation Plan |
(3) | 1,170 | 1,170 | - | - | |||||||||||||
Guaranteed investment certificates |
(4) | 80 | - | 80 | - | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
$ | 59,379 | $ | 57,059 | $ | 2,320 | $ | - | |||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Liabilities: |
||||||||||||||||||
Long-term debt |
(5) | $ | 98,000 | $ | - | $ | 98,000 | $ | - | |||||||||
Foreign currency forward and option contracts |
(6) | 5,063 | - | 5,063 | - | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
$ | 103,063 | $ | - | $ | 103,063 | $ | - | |||||||||||
|
|
|
|
|
|
|
|
(1) |
In the accompanying Condensed Consolidated Balance Sheet. |
(2) |
Included in “Other current assets” in the accompanying Condensed Consolidated Balance Sheet. See Note 5, Financial Derivatives. |
(3) |
Included in “Other current assets” in the accompanying Condensed Consolidated Balance Sheet. See Note 6, Investments Held in Rabbi Trust. |
(4) |
Included in “Deferred charges and other assets” in the accompanying Condensed Consolidated Balance Sheet. |
(5) |
The carrying value of long-term debt approximates its estimated fair value as it re-prices at varying interest rates. See Note 9, Borrowings. |
(6) |
Included in “Other accrued expenses and current liabilities” in the accompanying Condensed Consolidated Balance Sheet. See Note 5, Financial Derivatives. |
|
The following table presents the Company’s purchased intangible assets as of June 30, 2014 (in thousands):
Gross Intangibles | Accumulated Amortization |
Net Intangibles | Weighted Average Amortization Period (years) |
|||||||||||||
Customer relationships |
$ | 102,771 | $ | (42,273 | ) | $ | 60,498 | 8 | ||||||||
Trade name |
11,600 | (3,466 | ) | 8,134 | 8 | |||||||||||
Non-compete agreements |
1,219 | (1,174 | ) | 45 | 2 | |||||||||||
Proprietary software |
850 | (850 | ) | - | 2 | |||||||||||
Favorable lease agreement |
449 | (419 | ) | 30 | 2 | |||||||||||
|
|
|
|
|
|
|||||||||||
$ | 116,889 | $ | (48,182 | ) | $ | 68,707 | 8 | |||||||||
|
|
|
|
|
|
The following table presents the Company’s purchased intangible assets as of December 31, 2013 (in thousands):
Gross Intangibles | Accumulated Amortization |
Net Intangibles | Weighted Average Amortization Period (years) |
|||||||||||||
Customer relationships |
$ | 102,774 | $ | (35,873 | ) | $ | 66,901 | 8 | ||||||||
Trade name |
11,600 | (2,803 | ) | 8,797 | 8 | |||||||||||
Non-compete agreements |
1,220 | (1,009 | ) | 211 | 2 | |||||||||||
Proprietary software |
850 | (847 | ) | 3 | 2 | |||||||||||
Favorable lease agreement |
449 | (306 | ) | 143 | 2 | |||||||||||
|
|
|
|
|
|
|||||||||||
$ | 116,893 | $ | (40,838 | ) | $ | 76,055 | 8 |
The Company’s estimated future amortization expense for the succeeding years relating to the purchased intangible assets resulting from acquisitions completed prior to June 30, 2014, is as follows (in thousands):
Years Ending December 31, | Amount | |||
|
||||
2014 (remaining six months) |
$ | 7,187 | ||
2015 |
14,140 | |||
2016 |
14,140 | |||
2017 |
14,140 | |||
2018 |
7,639 | |||
2019 |
7,019 | |||
2020 and thereafter |
4,442 |
|
The deferred gains (losses) and related taxes on the Company’s cash flow hedges recorded in “Accumulated other comprehensive income (loss)” (“AOCI”) in the accompanying Condensed Consolidated Balance Sheets are as follows (in thousands):
June 30, 2014 | December 31, 2013 | |||||||
Deferred gains (losses) in AOCI |
$ | (1,205) | $ | (2,704) | ||||
Tax on deferred gains (losses) in AOCI |
(43) | 169 | ||||||
|
|
|
|
|||||
Deferred gains (losses) in AOCI, net of taxes |
$ | (1,248) | $ | (2,535) | ||||
|
|
|
|
|||||
Deferred gains (losses) expected to be reclassified to “Revenues” from AOCI during the next twelve months |
$ | (1,205) | ||||||
|
|
The Company had the following outstanding foreign currency forward contracts and options (in thousands):
As of June 30, 2014 | As of December 31, 2013 | |||||||||||||||
Contract Type |
Notional Amount in USD |
Settle Through Date |
Notional Amount in USD |
Settle Through Date |
||||||||||||
Cash flow hedges: (1) |
||||||||||||||||
Options: |
||||||||||||||||
Philippine Pesos |
$ | 69,500 | June 2015 | $ | 59,000 | December 2014 | ||||||||||
Forwards: |
||||||||||||||||
Philippine Pesos |
2,500 | July 2014 | 63,300 | July 2014 | ||||||||||||
Costa Rican Colones |
39,900 | May 2015 | 41,600 | October 2014 | ||||||||||||
Hungarian Forints |
1,847 | December 2014 | 550 | January 2014 | ||||||||||||
Romanian Leis |
4,376 | December 2014 | 619 | January 2014 | ||||||||||||
Net investment hedges: (2) |
||||||||||||||||
Forwards: |
||||||||||||||||
Euros |
51,028 | September 2014 | 32,657 | September 2014 | ||||||||||||
Non-designated hedges: (3) |
||||||||||||||||
Forwards |
63,897 | December 2014 | 59,207 | June 2014 | ||||||||||||
(1) Cash flow hedge as defined under ASC 815. Purpose is to protect against the risk that eventual cash flows resulting from such transactions will be adversely affected by changes in exchange rates. (2) Net investment hedge as defined under ASC 815. Purpose is to protect against the risk that the net assets of certain of our international subsidiaries will be adversely affected by changes in exchange rates and economic exposures related to our foreign currency-based investments in these subsidiaries. (3) Foreign currency hedge contract not designated as a hedge as defined under ASC 815. Purpose is to reduce the effects on the Company’s operating results and cash flows from fluctuations caused by volatility in currency exchange rates, primarily related to intercompany loan payments and cash held in non-functional currencies. |
The following tables present the fair value of the Company’s derivative instruments included in the accompanying Condensed Consolidated Balance Sheets (in thousands):
Derivative Assets | ||||||||
June 30, 2014 | December 31, 2013 | |||||||
Fair Value | Fair Value | |||||||
Derivatives designated as cash flow hedging instruments under ASC 815: |
||||||||
Foreign currency forward and option contracts (1) |
$ | 1,342 | $ | 862 | ||||
Derivatives designated as net investment hedging instruments under ASC 815: |
||||||||
Foreign currency forward contracts (1) |
154 | - | ||||||
|
|
|
|
|||||
1,496 | 862 | |||||||
Derivatives not designated as hedging instruments under ASC 815: |
||||||||
Foreign currency forward contracts (1) |
66 | 1,378 | ||||||
|
|
|
|
|||||
Total derivative assets |
$ | 1,562 | $ | 2,240 | ||||
|
|
|
|
|||||
Derivative Liabilities | ||||||||
June 30, 2014 | December 31, 2013 | |||||||
Fair Value | Fair Value | |||||||
Derivatives designated as cash flow hedging instruments under ASC 815: |
||||||||
Foreign currency forward and option contracts (2) |
$ | 1,867 | $ | 2,997 | ||||
Derivatives designated as net investment hedging instruments under ASC 815: |
||||||||
Foreign currency forward contracts (2) |
1,712 | 1,720 | ||||||
|
|
|
|
|||||
3,579 | 4,717 | |||||||
Derivatives not designated as hedging instruments under ASC 815: |
||||||||
Foreign currency forward contracts (2) |
1,716 | 346 | ||||||
|
|
|
|
|||||
Total derivative liabilities |
$ | 5,295 | $ | 5,063 | ||||
|
|
|
|
(1) |
Included in “Other current assets” in the accompanying Condensed Consolidated Balance Sheets. |
(2) |
Included in “Other accrued expenses and current liabilities” in the accompanying Condensed Consolidated Balance Sheets. |
The following tables present the effect of the Company’s derivative instruments included in the accompanying Condensed Consolidated Financial Statements for the three months ended June 30, 2014 and 2013 (in thousands):
Gain (Loss)
Recognized in AOCI on Derivatives (Effective Portion) |
Gain (Loss)
Reclassified From Accumulated AOCI Into “Revenues” (Effective Portion) |
Gain (Loss) Recognized in “Revenues” on Derivatives (Ineffective Portion) |
||||||||||||||||||||||
June 30, | June 30, | June 30, | ||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||
Derivatives designated as cash flow hedging instruments under ASC 815: | ||||||||||||||||||||||||
Foreign currency forward and option contracts | $ | 2,475 | $ | (4,461) | $ | (1,755) | $ | 68 | $ | (1) | $ | (37) | ||||||||||||
Derivatives designated as net investment hedging instruments under ASC 815: | ||||||||||||||||||||||||
Foreign currency forward contracts |
108 | (397) | - | - | - | - | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Foreign currency forward and option contracts |
$ | 2,583 | $ | (4,858) | $ | (1,755) | $ | 68 | $ | (1) | $ | (37) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Gain (Loss) Recognized in “Other income and (expense)” on Derivatives |
||||||||
June 30, | ||||||||
2014 | 2013 | |||||||
Derivatives not designated as hedging instruments under ASC 815: | ||||||||
Foreign currency forward contracts |
$ | (1,331 | ) | $ | 2,755 | |||
|
|
|
|
The following tables present the effect of the Company’s derivative instruments included in the accompanying Condensed Consolidated Financial Statements for the six months ended June 30, 2014 and 2013 (in thousands):
Gain (Loss)
Recognized in AOCI on Derivatives (Effective Portion) |
Gain (Loss)
Reclassified From Accumulated AOCI Into “Revenues” (Effective Portion) |
Gain (Loss) Recognized
in “Revenues” on Derivatives (Ineffective Portion) |
||||||||||||||||||||||
June 30, | June 30, | June 30, | ||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||
Derivatives designated as cash flow hedging instruments under ASC 815: | ||||||||||||||||||||||||
Foreign currency forward and option contracts | $ | (2,543) | $ | (1,744) | $ | (4,129) | $ | 799 | $ | (4) | $ | (25) | ||||||||||||
Derivatives designated as net investment hedging instruments under ASC 815: | ||||||||||||||||||||||||
Foreign currency forward contracts |
162 | 36 | - | - | - | - | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Foreign currency forward and option contracts |
$ | (2,381) | $ | (1,708) | $ | (4,129) | $ | 799 | $ | (4) | $ | (25) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Gain (Loss)
Recognized in “Other income and (expense)” on Derivatives |
||||||||
June 30, | ||||||||
2014 | 2013 | |||||||
Derivatives not designated as hedging instruments under ASC 815: | ||||||||
Foreign currency forward contracts |
$ | (608 | ) | $ | 2,230 | |||
|
|
|
|
|
The Company’s investments held in rabbi trust, classified as trading securities and included in “Other current assets” in the accompanying Condensed Consolidated Balance Sheets, at fair value, consist of the following (in thousands):
June 30, 2014 | December 31, 2013 | |||||||||||||||
Cost | Fair Value | Cost | Fair Value | |||||||||||||
Mutual funds |
$ | 5,435 | $ | 7,405 | $ | 4,749 | $ | 6,421 | ||||||||
|
|
|
|
|
|
|
|
The mutual funds held in the rabbi trusts were 81% equity-based and 19% debt-based as of June 30, 2014. Net investment income (losses), included in “Other income (expense)” in the accompanying Condensed Consolidated Statements of Operations consists of the following (in thousands):
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Gross realized gains from sale of trading securities |
$ | - | $ | 16 | $ | 3 | $ | 112 | ||||||||
Gross realized (losses) from sale of trading securities |
- | (5) | - | (8) | ||||||||||||
Dividend and interest income |
9 | 8 | 18 | 18 | ||||||||||||
Net unrealized holding gains (losses) |
204 | 1 | 279 | 196 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net investment income (losses) |
$ | 213 | $ | 20 | $ | 300 | $ | 318 | ||||||||
|
|
|
|
|
|
|
|
|
The components of deferred revenue consist of the following (in thousands):
June 30, 2014 | December 31, 2013 | |||||||
Future service |
$ | 26,133 | $ | 25,102 | ||||
Estimated potential penalties and holdbacks |
9,663 | 9,923 | ||||||
|
|
|
|
|||||
$ | 35,796 | $ | 35,025 | |||||
|
|
|
|
|
The components of deferred grants, net of accumulated amortization, consist of the following (in thousands):
June 30, 2014 | December 31, 2013 | |||||||
Property grants |
$ | 5,867 | $ | 6,643 | ||||
Employment grants |
180 | 146 | ||||||
|
|
|
|
|||||
Total deferred grants |
6,047 | 6,789 | ||||||
Less: Property grants – short-term (1) |
- | (6) | ||||||
Less: Employment grants – short-term (1) |
(180) | (146) | ||||||
|
|
|
|
|||||
Total long-term deferred grants (2) |
$ | 5,867 | $ | 6,637 | ||||
|
|
|
|
|||||
(1) Included in “Other accrued expenses and current liabilities” in the accompanying Condensed Consolidated Balance Sheets. (2) Included in “Deferred grants” in the accompanying Condensed Consolidated Balance Sheets. |
|
Borrowings consist of the following (in thousands):
June 30, 2014 | December 31, 2013 | |||||||
Revolving credit facility |
$ | 79,000 | $ | 98,000 | ||||
Less: Current portion |
- | - | ||||||
|
|
|
|
|||||
Total long-term debt |
$ | 79,000 | $ | 98,000 | ||||
|
|
|
|
|
Foreign Currency Translation Gain (Loss) |
Unrealized Gain (Loss) on Net Investment Hedge |
Unrealized Actuarial Gain (Loss) Related to Pension Liability |
Unrealized Gain (Loss) on Cash Flow Hedging Instruments |
Unrealized Gain (Loss) on Post Retirement Obligation |
Total | |||||||||||||||||||
Balance at January 1, 2013 |
$ | 16,083 | $ | (2,565 | ) | $ | 1,413 | $ | (570 | ) | $ | 495 | $ | 14,856 | ||||||||||
Pre-tax amount |
(3,465 | ) | (1,720 | ) | (136 | ) | (2,704 | ) | (127 | ) | (8,152 | ) | ||||||||||||
Tax (provision) benefit |
- | 602 | 16 | 449 | - | 1,067 | ||||||||||||||||||
Reclassification of (gain) loss to net income |
- | - | (41 | ) | 321 | (54 | ) | 226 | ||||||||||||||||
Foreign currency translation |
133 | - | (102 | ) | (31 | ) | - | - | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at December 31, 2013 |
12,751 | (3,683 | ) | 1,150 | (2,535 | ) | 314 | 7,997 | ||||||||||||||||
Pre-tax amount |
(2,144 | ) | 162 | 26 | (2,547 | ) | 41 | (4,462 | ) | |||||||||||||||
Tax (provision) benefit |
- | (57 | ) | - | (101 | ) | - | (158 | ) | |||||||||||||||
Reclassification of (gain) loss to net income |
- | - | (25 | ) | 4,020 | (23 | ) | 3,972 | ||||||||||||||||
Foreign currency translation |
65 | - | 20 | (85 | ) | - | - | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at June 30, 2014 |
$ | 10,672 | $ | (3,578 | ) | $ | 1,171 | $ | (1,248 | ) | $ | 332 | $ | 7,349 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes the amounts reclassified to net income from accumulated other comprehensive income (loss) and the associated line item in the accompanying Condensed Consolidated Statements of Operations (in thousands):
Three Months Ended June 30, | Six Months Ended June 30, | Statements of Operations Location | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||
Actuarial Gain (Loss)
Related to Pension |
||||||||||||||||||
Pre-tax amount |
$ | 13 | $ | 19 | $ | 25 | $ | 29 | Direct salaries and related costs | |||||||||
Tax (provision) benefit |
- | - | - | - | Income taxes | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Reclassification to net income |
13 | 19 | 25 | 29 | ||||||||||||||
Gain (Loss) on Cash Flow Hedging Instruments: (2) |
||||||||||||||||||
Pre-tax amount |
(1,756) | 31 | (4,133) | 774 | Revenues | |||||||||||||
Tax (provision) benefit |
17 | 54 | 113 | (12) | Income taxes | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Reclassification to net income |
(1,739) | 85 | (4,020) | 762 | ||||||||||||||
Gain (Loss) on Post Retirement Obligation: (1) |
||||||||||||||||||
Pre-tax amount |
12 | 14 | 23 | 30 | General and administrative | |||||||||||||
Tax (provision) benefit |
- | - | - | - | Income taxes | |||||||||||||
Reclassification to net income |
12 | 14 | 23 | 30 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total reclassification of gain (loss) to net income |
$ | (1,714) | $ | 118 | $ | (3,972) | $ | 821 | ||||||||||
|
|
|
|
|
|
|
|
(1) |
See Note 14, Defined Benefit Pension Plan and Postretirement Benefits, for further information. |
(2) |
See Note 5, Financial Derivatives, for further information. |
|
The significant tax jurisdictions currently under audit are as follows:
Tax Jurisdiction | Tax Year Ended | |
|
||
Canada |
2003 to 2009 | |
Philippines |
2009 and 2010 | |
United States |
2011 and 2012 |
|
Amount | ||||
2014 (remaining six months) |
$ | 928 | ||
2015 |
3,630 | |||
2016 |
3,260 | |||
2017 |
2,501 | |||
2018 |
2,330 | |||
2019 |
1,969 | |||
2020 and thereafter |
4,907 | |||
|
|
|||
Total minimum payments required |
$ | 19,525 | ||
|
|
Amount | ||||
2014 (remaining six months) |
$ | 7,850 | ||
2015 |
12,014 | |||
2016 |
10,391 | |||
2017 |
4,345 | |||
2018 |
- | |||
2019 |
- | |||
2020 and thereafter |
- | |||
|
|
|||
Total minimum payments required |
$ | 34,600 | ||
|
|
|
The following table provides information about the net periodic benefit cost for the Company’s pension plans (in thousands):
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Service cost |
$ | 101 | $ | 87 | $ | 201 | $ | 175 | ||||||||
Interest cost |
31 | 29 | 61 | 58 | ||||||||||||
Recognized actuarial (gains) |
(13 | ) | (14 | ) | (25 | ) | (29 | ) | ||||||||
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Net periodic benefit cost |
$ | 119 | $ | 102 | $ | 237 | $ | 204 | ||||||||
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Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
401(k) plan contributions |
$ | 221 | $ | 245 | $ | 480 | $ | 478 | ||||||||
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June 30, 2014 | December 31, 2013 | |||||||
Postretirement benefit obligation |
$ | 62 | $ | 81 | ||||
Unrealized gains (losses) in AOCI (1) |
$ | 332 | $ | 314 |
(1) |
Unrealized gains (losses) are due to changes in discount rates related to the postretirement obligation. |
|
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Stock-based compensation (expense) (1) |
$ | (937 | ) | $ | (1,526 | ) | $ | (1,691 | ) | $ | (2,190 | ) | ||||
Income tax benefit (2) |
328 | 535 | 592 | 767 | ||||||||||||
Excess tax benefit (deficiency) from stock-based compensation (3) |
(84 | ) | - | (30 | ) | (34 | ) |
(1) |
Included in “General and administrative” costs in the accompanying Condensed Consolidated Statements of Operations. |
(2) |
Included in “Income taxes” in the accompanying Condensed Consolidated Statements of Operations. |
(3) |
Included in “Additional paid-in capital” in the accompanying Condensed Consolidated Statements of Changes in Shareholders’ Equity. |
The following table summarizes the assumptions used to estimate the fair value of SARs granted:
Six Months Ended June 30, | ||||||||
2014 | 2013 | |||||||
Expected volatility |
38.9 | % | 45.2 | % | ||||
Weighted-average volatility |
38.9 | % | 45.2 | % | ||||
Expected dividend rate |
0.0 | % | 0.0 | % | ||||
Expected term (in years) |
5.0 | 5.0 | ||||||
Risk-free rate |
1.7 | % | 0.8 | % |
The following table summarizes SARs activity as of June 30, 2014 and for the six months then ended:
Stock Appreciation Rights | Shares (000s) | Weighted Average Exercise Price |
Weighted Average Remaining Contractual Term (in years) |
Aggregate Intrinsic Value (000s) |
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Outstanding at January 1, 2014 |
963 | $ | - | |||||||||||||
Granted |
246 | $ | - | |||||||||||||
Exercised |
(70) | $ | - | |||||||||||||
Forfeited or expired |
(155) | $ | - | |||||||||||||
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Outstanding at June 30, 2014 |
984 | $ | - | 7.4 | $ | 3,703 | ||||||||||
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Vested or expected to vest at June 30, 2014 |
984 | $ | - | 7.4 | $ | 3,703 | ||||||||||
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Exercisable at June 30, 2014 |
573 | $ | - | 6.2 | $ | 1,945 | ||||||||||
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The following table summarizes information regarding SARs granted and exercised (in thousands, except per SAR amounts):
Six Months Ended June 30, | ||||||||
2014 | 2013 | |||||||
Number of SARs granted |
246 | 318 | ||||||
Weighted average grant-date fair value per SAR |
$ | 7.20 | $ | 6.08 | ||||
Intrinsic value of SARs exercised |
$ | 333 | $ | - | ||||
Fair value of SARs vested |
$ | 1,553 | $ | 1,298 |
The following table summarizes nonvested SARs activity as of June 30, 2014 and for the six months then ended:
Nonvested Stock Appreciation Rights | Shares (000s) | Weighted Average Grant- Date Fair Value |
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Nonvested at January 1, 2014 |
535 | $ | 6.17 | |||||
Granted |
246 | $ | 7.20 | |||||
Vested |
(246) | $ | 6.31 | |||||
Forfeited or expired |
(124) | $ | 6.48 | |||||
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Nonvested at June 30, 2014 |
411 | $ | 6.61 | |||||
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The following table summarizes nonvested restricted shares/RSUs activity as of June 30, 2014 and for the six months then ended:
Nonvested Restricted Shares and RSUs | Shares (000s) | Weighted Average Grant- Date Fair Value |
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Nonvested at January 1, 2014 |
1,367 | $ | 15.96 | |||||
Granted |
500 | $ | 19.77 | |||||
Vested |
(57) | $ | 15.67 | |||||
Forfeited or expired |
(601) | $ | 17.47 | |||||
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Nonvested at June 30, 2014 |
1,209 | $ | 16.80 |
The following table summarizes information regarding restricted shares/RSUs granted and vested (in thousands, except per restricted share/RSU amounts):
Six Months Ended June 30, | ||||||||
2014 | 2013 | |||||||
Number of restricted shares/RSUs granted |
500 | 706 | ||||||
Weighted average grant-date fair value per restricted share/RSU |
$ | 19.77 | $ | 15.25 | ||||
Fair value of restricted shares/RSUs vested |
$ | 895 | $ | 366 |
The following table summarizes nonvested common stock share award activity as of June 30, 2014 and for the six months then ended:
Nonvested Common Stock Share Awards | Shares (000s) | Weighted Average Grant- Date Fair Value |
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|
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Nonvested at January 1, 2014 |
9 | $ | 16.01 | |||||
Granted |
36 | $ | 20.15 | |||||
Vested |
(17) | $ | 17.89 | |||||
Forfeited or expired |
- | $ | - | |||||
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Nonvested at June 30, 2014 |
28 | $ | 20.16 | |||||
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The following table summarizes information regarding common stock share awards granted and vested (in thousands, except per share award amounts):
Six Months Ended June 30, | ||||||||
2014 | 2013 | |||||||
Number of share awards granted |
36 | 37 | ||||||
Weighted average grant-date fair value per share award |
$ | 20.15 | $ | 16.01 | ||||
Fair value of share awards vested |
$ | 310 | $ | 369 |
The following table summarizes nonvested common stock activity as of June 30, 2014 and for the six months then ended:
Nonvested Common Stock | Shares (000s) | Weighted Average Grant- Date Fair Value |
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|
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Nonvested at January 1, 2014 |
6 | $ | 16.89 | |||||
Granted |
8 | $ | 20.43 | |||||
Vested |
(7) | $ | 20.16 | |||||
Forfeited or expired |
(1) | $ | 17.08 | |||||
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Nonvested at June 30, 2014 |
6 | $ | 17.46 | |||||
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The following table summarizes information regarding shares of common stock granted and vested (in thousands, except per common stock amounts):
Six Months Ended June 30, | ||||||||
2014 | 2013 | |||||||
Number of shares of common stock granted |
8 | 10 | ||||||
Weighted average grant-date fair value per common stock |
$ | 20.43 | $ | 15.89 | ||||
Fair value of common stock vested |
$ | 146 | $ | 147 | ||||
Cash used to settle the obligation |
$ | 21 | $ | 1,014 |
|
Information about the Company’s reportable segments is as follows (in thousands):
Americas | EMEA | Other (1) | Consolidated | |||||||||||||
Three Months Ended June 30, 2014: |
||||||||||||||||
Revenues |
$ | 256,663 | $ | 63,835 | $ | 320,498 | ||||||||||
Percentage of revenues |
80.1% | 19.9% | 100.0% | |||||||||||||
Depreciation, net (2) |
$ | 10,107 | $ | 1,215 | $ | 11,322 | ||||||||||
Amortization of intangibles |
$ | 3,659 | $ | - | $ | 3,659 | ||||||||||
Income (loss) from operations |
$ | 21,135 | $ | 1,561 | $ | (12,269) | $ | 10,427 | ||||||||
Other income (expense), net |
(714) | (714) | ||||||||||||||
Income taxes |
(1,376) | (1,376) | ||||||||||||||
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Net income |
$ | 8,337 | ||||||||||||||
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|
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Total assets as of June 30, 2014 |
$ | 1,093,003 | $ | 1,444,643 | $ | (1,591,697) | $ | 945,949 | ||||||||
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Three Months Ended June 30, 2013: |
||||||||||||||||
Revenues |
$ | 255,163 | $ | 49,572 | $ | 304,735 | ||||||||||
Percentage of revenues |
83.7% | 16.3% | 100.0% | |||||||||||||
Depreciation, net (2) |
$ | 9,079 | $ | 938 | $ | 10,017 | ||||||||||
Amortization of intangibles |
$ | 3,713 | $ | - | $ | 3,713 | ||||||||||
Income (loss) from operations |
$ | 19,221 | $ | (1,924) | $ | (11,680) | $ | 5,617 | ||||||||
Other income (expense), net |
(709) | (709) | ||||||||||||||
Income taxes |
688 | 688 | ||||||||||||||
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Net income |
$ | 5,596 | ||||||||||||||
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Total assets as of June 30, 2013 |
$ | 1,107,110 | $ | 1,363,615 | $ | (1,545,165) | $ | 925,560 | ||||||||
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Americas | EMEA | Other (1) | Consolidated | |||||||||||||
Six Months Ended June 30, 2014: |
||||||||||||||||
Revenues |
$ | 517,909 | $ | 127,018 | $ | 644,927 | ||||||||||
Percentage of revenues |
80.3% | 19.7% | 100.0% | |||||||||||||
Depreciation, net (2) |
$ | 20,248 | $ | 2,372 | $ | 22,620 | ||||||||||
Amortization of intangibles |
$ | 7,310 | $ | - | $ | 7,310 | ||||||||||
Income (loss) from operations |
$ | 43,782 | $ | 4,445 | $ | (23,322) | $ | 24,905 | ||||||||
Other income (expense), net |
(319) | (319) | ||||||||||||||
Income taxes |
(5,936) | (5,936) | ||||||||||||||
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|
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Net income |
$ | 18,650 | ||||||||||||||
|
|
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Six Months Ended June 30, 2013: |
||||||||||||||||
Revenues |
$ | 510,377 | $ | 95,602 | $ | 605,979 | ||||||||||
Percentage of revenues |
84.2% | 15.8% | 100.0% | |||||||||||||
Depreciation, net (2) |
$ | 18,257 | $ | 1,929 | $ | 20,186 | ||||||||||
Amortization of intangibles |
$ | 7,472 | $ | - | $ | 7,472 | ||||||||||
Income (loss) from operations |
$ | 38,743 | $ | (69) | $ | (23,180) | $ | 15,494 | ||||||||
Other income (expense), net |
(868) | (868) | ||||||||||||||
Income taxes |
(2,512) | (2,512) | ||||||||||||||
|
|
|||||||||||||||
Net income |
$ | 12,114 | ||||||||||||||
|
|
(1) |
Other items (including corporate costs, impairment 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 three and six months ended June 30, 2014 and 2013. Inter-segment revenues are not material to the Americas and EMEA segment results. The Company evaluates the performance of its geographic segments based on revenue and income (loss) from operations, and does not include segment assets or other income and expense items for management reporting purposes. |
(2) |
Depreciation is net of property grant amortization. |
|
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Foreign currency transaction gains (losses) |
$ | 759 | $ | (2,968 | ) | $ | 631 | $ | (2,734 | ) | ||||||
Gains (losses) on foreign currency derivative instruments not designated as hedges |
(1,331 | ) | 2,755 | (608 | ) | 2,230 | ||||||||||
Other miscellaneous income (expense) |
173 | (126 | ) | 241 | 290 | |||||||||||
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$ | (399 | ) | $ | (339 | ) | $ | 264 | $ | (214 | ) | ||||||
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