Acquisitions | Note 2. Acquisitions Clearlink On April 1, 2016, the Company acquired 100% of the outstanding membership units of Clearlink through a merger of Clearlink with and into a subsidiary of the Company (the “Merger”). Clearlink, with its operations located in the United States, is an inbound demand generation and sales conversion platform serving numerous Fortune 500 business-to-consumer and business-to-business clients across various industries and subsectors, including telecommunications, satellite television, home security and insurance. The results of Clearlink’s operations have been included in the Company’s consolidated financial statements since April 1, 2016 (the “Clearlink acquisition date”). The strategic acquisition of Clearlink expands the Company’s suite of service offerings while creating differentiation in the marketplace, broadening its addressable market opportunity and extending executive level reach within the Company’s existing clients’ organization. This resulted in the Company paying a substantial premium for Clearlink resulting in the recognition of goodwill. Pursuant to Federal income tax laws, intangible assets and goodwill from the Clearlink acquisition are deductible over a 15 year amortization period. The Clearlink purchase price totaled $207.9 million, consisting of the following: Total Cash (1) $ 209,186 Working capital adjustment (1,278) $ 207,908 (1) Approximately $2.6 million of the purchase price was placed in an escrow account as security for the indemnification obligations of Clearlink’s members under the merger agreement. The Company accounted for the Clearlink acquisition in accordance with ASC 805, “ Business Combinations Business Combinations (Topic 805) Simplifying the Accounting for Measurement-Period Adjustments The following table summarizes the estimated Clearlink acquisition date fair values of the assets acquired and liabilities assumed, all included in the Americas segment (in thousands): April 1, 2016 Cash and cash equivalents $ 2,584 Receivables (1) 16,801 Prepaid expenses 1,553 Total current assets 20,938 Property and equipment 12,869 Goodwill 70,223 Intangibles 121,400 Deferred charges and other assets 229 Accounts payable (3,564) Accrued employee compensation and benefits (1,610) Deferred revenue (4,620) Other accrued expenses and current liabilities (6,324) Total current liabilities (16,118) Other long-term liabilities (1,633) $ 207,908 (1) Fair values are based on management’s estimates and assumptions including variations of the income approach, the cost approach and the market approach. The following table presents the Company’s purchased intangibles assets as of April 1, 2016, the Clearlink acquisition date (in thousands): Amount Assigned Weighted Average Amortization Period (years) Customer relationships $ 63,800 13 Trade name 2,400 7 Non-compete agreements 1,800 3 Proprietary software 700 5 Indefinite-lived domain names 52,700 N/A $ 121,400 7 The amount of Clearlink’s revenues and net income since the April 1, 2016 acquisition date, included in the Company’s Condensed Consolidated Statements of Operations for the periods indicated below, were as follows (in thousands): For the Three Months Ended From April 1, 2016 Revenues $ 45,494 $ 81,856 Net income $ 3,942 $ 4,733 The following table presents the unaudited pro forma combined revenues and net earnings as if Clearlink had been included in the consolidated results of the Company for the entire three and nine month periods ended September 30, 2016 and 2015. The pro forma financial information is not indicative of the results of operations that would have been achieved if the acquisition and related borrowings had taken place on January 1, 2016 and 2015 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Revenues $ 385,743 $ 352,280 $ 1,104,720 $ 1,042,353 Net income $ 21,277 $ 21,655 $ 47,172 $ 51,105 Net income per common share: Basic $ 0.51 $ 0.52 $ 1.13 $ 1.22 Diluted $ 0.50 $ 0.51 $ 1.12 $ 1.21 These amounts have been calculated to reflect the additional depreciation, amortization, interest expense and rent expense that would have been incurred assuming the fair value adjustments and borrowings occurred on January 1, 2016 and January 1, 2015, together with the consequential tax effects. In addition, these amounts exclude costs incurred which are directly attributable to the acquisition, and which do not have a continuing impact on the combined companies’ operating results. Included in these costs are advisory and legal costs, net of the tax effects. Acquisition-related costs associated with Clearlink in the accompanying Condensed Consolidated Statement of Operations were as follows (none in 2015) (in thousands): Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Severance costs: (1) Americas $ 162 $ 162 Transaction and integration costs: (1) Americas — 29 Other 39 4,415 39 4,444 Total merger and integration costs $ 201 $ 4,606 (1) Qelp On July 2, 2015, the Company’s wholly-owned subsidiaries, Sykes Enterprises Incorporated B.V. and Sykes Enterprises Incorporated Holdings B.V., both Netherlands companies, entered into a definitive Share Sale and Purchase Agreement (the “Qelp Purchase Agreement”) with MobileTimes B.V., Yarra B.V., From The Mountain Consultancy B.V. and Sticting Administratiekantoor Qelp (the “Sellers”), all of which are Netherlands companies, to acquire all of the outstanding shares of Qelp B.V. and its wholly owned subsidiary (together, known as “Qelp”.) The strategic acquisition of Qelp (the “Qelp acquisition”) was to further broaden and strengthen the Company’s service portfolio around digital self-service customer support and extend its reach into adjacent, but complementary, markets. Pursuant to Federal income tax regulations, no amount of intangibles or goodwill from this acquisition will be deductible for tax purposes. The results of Qelp’s operations have been included in the Company’s consolidated financial statements since its acquisition on July 2, 2015 (the “Qelp acquisition date”). The consideration consisted of an initial purchase price and a contingent purchase price. The initial purchase price of $9.8 million, including certain post-closing adjustments relating to Qelp’s working capital, was funded through cash on hand upon the closing of the transaction on July 2, 2015. The initial contingent purchase price to be paid over a three year period was based on achieving targets tied to revenues and earnings before interest, income taxes, depreciation and amortization (“EBITDA”) for the years ended December 31, 2016, 2017 and 2018, not to exceed EUR 10.0 million. As of the Qelp acquisition date, the total consideration paid or to be paid by the Company for the Qelp acquisition is summarized below (in thousands): Total Cash $ 9,885 Contingent consideration 6,000 Working capital adjustment (65) $ 15,820 The fair value of the contingent consideration was estimated using the discounted cash flow method, and was included in “Other long-term liabilities” in the accompanying Condensed Consolidated Balance Sheets (see Note 4, Fair Value, for further information). As part of the discounted cash flow method, the Company calculated an adjusted weighted average cost of capital (“WACC”) specifically attributable to the future payments of the contingent consideration. Based on the forecasted revenue and profitability scenarios and their respective probabilities of occurrence, the Company estimated the present value of the probability-adjusted future payments utilizing an adjusted WACC for the potential future payments. The Company believes that its estimates and assumptions are reasonable, but there is significant judgment involved. Changes in the fair value of the contingent consideration liabilities subsequent to the acquisition will be recorded in the Company’s consolidated financial statements. On September 26, 2016, the Company entered into an addendum to the Qelp Purchase Agreement with the Sellers to settle the outstanding contingent consideration for EUR 4.0 million ($4.5 million as of September 30, 2016) to be paid on June 30, 2017. The Company accounted for the Qelp acquisition in accordance with ASC 805 , The following table summarizes the Qelp acquisition date fair values of the assets acquired and liabilities assumed, all included in the EMEA segment (in thousands): July 2, 2015 Cash and cash equivalents $ 450 Receivables (1) 1,471 Prepaid expenses 24 Total current assets 1,945 Property and equipment 2,168 Goodwill 10,054 Intangibles 6,000 Deferred charges and other assets 55 Short-term debt (323) Accrued employee compensation and benefits (207) Income taxes payable (94) Deferred revenue (967) Other accrued expenses and current liabilities (1,030) Total current liabilities (2,621) Other long-term liabilities (2) (1,781) $ 15,820 (1) (2) Fair values were based on management’s estimates and assumptions including variations of the income approach, the cost approach and the market approach. The following table presents the Company’s purchased intangibles assets as of July 2, 2015, the Qelp acquisition date (in thousands): Amount Assigned Weighted Average Customer relationships $ 5,400 7 Trade name and trademarks 100 3 Content library 500 2 $ 6,000 7 The amount of Qelp’s revenues and net (loss) since the July 2, 2015 acquisition date, included in the Company’s Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2015 were as follows (in thousands): From July 2, 2015 Revenues $ 1,158 Net (loss) $ (362) Acquisition-related costs associated with Qelp in the accompanying Condensed Consolidated Statement of Operations were as follows (none in 2016) (in thousands): Three Months Ended Nine Months Ended Transaction and integration costs: (1) Other $ 77 $ 455 (1) |