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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark one)
[ X ] Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the year ended December 31, 1997
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from _________ to _________
Commission File Number 1-12577
SITEL CORPORATION
(Exact name of registrant as specified
MINNESOTA 47-0684333
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
111 SOUTH CALVERT, STE 1910
BALTIMORE, MD 21202
(410) 659-5700
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
____________________________________________
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange On Which Registered
COMMON STOCK, $.001 PAR VALUE THE NEW YORK STOCK EXCHANGE
Securities Registered Pursuant to Section 12(g) of the Act:
NONE
____________________________________________
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. YES X NO
_____ _____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. _____
The aggregate market value of the voting stock held by non-affiliates of
the registrant as of March 16, 1998 was $411,569,556 based upon the closing
price of $10.125 for such stock as reported by the New York Stock Exchange on
such date. Solely for purposes of this calculation, persons holding of record
more than 5% of the Company's stock have been included as "affiliates".
As of March 16, 1998, the Company had 63,309,055 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registrant's definitive
proxy statement for the annual meeting of stockholders to be held on May 13,
1998, are incorporated into Part III.
This 10-K consists of 53 pages. The Exhibit index is on page 24.
PART I
______
ITEM 1. BUSINESS
GENERAL
SITEL is a global leader in providing outsourced telephone and
Internet-based customer service and sales programs on behalf of large
corporations. The Company handles calls in over 25 languages and dialects from
more than 12,500 workstations in over 70 call centers located in North America,
Europe, Asia Pacific and Latin America (see Note 12 to the Consolidated
Financial Statements for information regarding revenue, operating income (loss)
and identifiable assets attributable to geographic areas in which the Company
operates). SITEL communicates directly with its clients' customers primarily
by responding to customer-initiated telephone calls and electronic mail and by
making Company-initiated calls. Approximately 60% of the Company's revenues are
currently generated by customer service programs, including technical support
activities, with the remainder generated primarily by sales programs and, to a
lesser extent, by consulting services. The Company currently provides services
to over 400 clients, principally in the insurance, financial services,
telecommunications, technology, media and entertainment, utilities, consumer,
automotive and travel and hospitality industries. The Company has organized its
business divisions to reflect the specific industries in which its clients do
business. SITEL was organized in 1985 as a Minnesota corporation.
INDUSTRY OVERVIEW
Industry sources and the Company estimate that worldwide expenditures on
call center activity exceed $160 billion annually. These activities include
customer service programs such as technical support, responding to billing
inquiries, answering customer questions regarding product information and credit
card fraud protection as well as sale programs such as handling product orders,
activating credit cards and soliciting orders. These expenditures have grown
substantially with the proliferation of toll-free phone numbers and direct
marketing, the development of new database, networking and communications
technologies, the reduction in telecommunications costs and the development of
new modes of communication, such as the Internet. Much of the industry's recent
growth has resulted from higher consumer expectations for readily accessible
customer service and support. At the same time, companies have recognized the
benefit of communicating directly with their customers.
The outsourced portion of the overall teleservices market has grown
significantly since 1984, as a result of corporations' shifting their
teleservices operations from in-house operations to outsourced providers.
Although outsourced applications are increasing their share of the overall
teleservices market, the vast majority of call center activities are still
performed in-house. An industry analyst estimates that in 1999, the outsourced
portion of the U.S. teleservices industry will be approximately $20 billion, up
from $5.7 billion in 1995. Competition for this outsourced teleservicing
business is fragmented. Most independent providers of telephone-based services
are small, single facility operations that do not have the scale, expertise, or
technological resources necessary to serve effectively the sustained, and
increasingly complex, teleservicing needs of large corporations. Few of the
Company's competitors have significant international or multilingual
capabilities.
The advantages of teleservicing include low cost per call, direct
interaction with customers and on-line access to detailed customer or product
information to immediately respond to customer inquiries. Significantly, even
when a customer chooses not to make a purchase, a customer conversation with a
teleservices agent often permits the client to learn more about the customer's
decision-making process and to update customer information in the client's
database. As a result of these advantages, teleservicing has become one of the
fastest growing forms of direct marketing and customer service.
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COMPANY STRENGTHS
The Company believes its market leadership is attributable primarily to the
following factors:
Longstanding Relationships With Large Corporate Clients. SITEL's client
base consists primarily of large corporations, including Allstate Insurance,
America Online, American Express, Banco Santander, British Gas, First USA, GTE,
General Motors Acceptance Corporation and Microsoft. These clients provide SITEL
with recurring revenues due to their ongoing customer service and sales
requirements. The Company's 20 largest clients in 1997 have utilized the
Company's services for an average of approximately five years. The Company's
longstanding relationships with these clients often lead to additional business
opportunities as these corporations continue to outsource more of their
teleservicing activities worldwide. By emphasizing long-term relationships, the
Company seeks to improve its profitability and service levels by (i) improving
the predictability of its facility and labor utilization, (ii) providing more
in-depth employee training on specific client programs and industry issues and
(iii) continually developing technological and process improvements to better
serve clients.
Diverse Client Base. SITEL serves a large number of clients within a
diverse number of industries. In 1997, SITEL's largest client accounted for less
than 10% of the Company's revenues. The Company's more than 400 clients provide
significant opportunities to increase business from the existing client base.
The Company has historically generated most of its internal growth from existing
clients.
Worldwide Presence. SITEL believes it has the most extensive international
capabilities of any teleservices company, which provides it with a competitive
advantage as the Company's clients and other large multinational corporations
expand into new worldwide markets and outsource their call center activities to
global providers. The Company conducts teleservicing programs in over 25
languages and dialects in over 70 call centers in North America, Europe, Asia
Pacific and Latin America.
Industry Specialization. SITEL organizes its activities along industry
lines. SITEL believes this industry-focused strategy is a competitive advantage
because it permits the Company's managers to better understand industry-specific
issues and to use that understanding in the design of solution-oriented
teleservicing programs. SITEL focuses its business development efforts on
leading companies in its targeted industries.
Decentralized Operations and Global Coordination. SITEL employs a
decentralized operating structure in order to be more flexible and responsive to
each client's requirements and to aggressively seek new large corporate clients.
Each operating unit has its own management team and sales organization with
complete profit and loss responsibility, dedicated facilities and a full
complement of information technology, finance and human resources professionals.
In addition to shifting decision making closer to the client, this decentralized
structure enables SITEL's senior executives to focus on setting strategic
direction for the Company as a whole.
Sophisticated Call and Data Management Technology. SITEL makes extensive
use of sophisticated call management technology, including proprietary and
licensed computer software, automated call distributors, predictive dialers,
computer-integrated telephony, digital switches and the Internet. This
technology provides SITEL the capacity to handle calls and electronic messages
in many languages, to process vastly differing amounts of product and service
information and to distribute call volumes and data throughout the Company's
international network of call centers. The Company also has considerable
in-house information technology expertise, which allows it to integrate its call
centers directly with its clients' databases, including those contained in
legacy computer systems.
Employee Ownership. As of January 31, 1998, approximately 2,700 SITEL
employees and managers worldwide owned common stock or options to acquire common
stock, representing approximately 56% of the fully-diluted common stock.
Management believes that this significant employee ownership and the Company's
incentive compensation plans, coupled with SITEL's decentralized operations,
3
promote quality client service, increased focus on achieving growth and
profitability goals, higher employee productivity and the successful integration
of acquired businesses.
BUSINESS STRATEGY
SITEL believes there are significant opportunities to expand its business
on a worldwide basis as it takes advantage of the global trend toward the
outsourcing of call center activities. The key elements of the Company's
business strategy are:
Increase Revenues Worldwide From Existing Clients. Historically, most of
the Company's internal growth has resulted from existing clients, and management
believes this remains SITEL's greatest growth opportunity, given the number and
diversity of premier corporations in SITEL's client base. The Company seeks to
increase revenues from existing clients by earning additional outsourcing
opportunities as they arise, by obtaining work from other business units of
clients on a worldwide basis and by developing new teleservicing applications
that clients can use to increase the value of their customer relationships. The
Company's global presence and multilingual capabilities enable its multinational
clients to consolidate their call center activities with SITEL.
Obtain New Clients Within Targeted Industry Specializations. Through its
industry specialization, the Company has developed considerable expertise in its
targeted industries. These industries are characterized by large, often
multinational corporations with significant customer bases, many of whom rely on
call centers for a substantial portion of their customer service and sales
needs. SITEL believes there are significant growth opportunities for each of its
business units as they target companies seeking to outsource their teleservicing
programs.
Create New Value-Added Call Center Applications. SITEL regularly seeks to
offer its clients new value-added call center services either as new offerings
to its client base or as a new application within a targeted industry. The
Company believes that creating new value-added services will increase the
average account size and, more importantly, strengthen the relationships between
SITEL and its clients. For example, in 1996, the Company first offered accounts
receivable management to its financial services clients and, in 1997, expanded
that service to telecommunications and utilities clients. In addition, the
Company and Lucent Technologies have jointly developed and are currently
demonstrating an Internet Call Center. This technology permits consumers and
call center agents to speak with one another and exchange data through a single
Internet connection.
Continue Reinvestment in the Business. SITEL continues to reinvest in the
infrastructure required to manage a large global operation and to take advantage
of future opportunities. SITEL believes these investments are necessary to
support the Company's continued growth and to maintain its ability to provide
efficient and profitable worldwide call center services. SITEL is currently
establishing operations in several new markets, such as France and Colombia, to
service recently awarded contracts, to provide increasingly global service for
existing clients and to attract new clients. The Company expects to enter other
markets in 1998, including Brazil and Argentina. SITEL also funds efforts to
incubate potential new growth opportunities in industries not currently served
by the Company.
Continue Making Selected Acquisitions. Through selected strategic
acquisitions, SITEL seeks to expand its geographic coverage as well as add new
industry expertise and services. The Company targets companies with strong
senior management teams and considers the addition of talented management a
major benefit of making acquisitions. Other criteria used by the Company to
evaluate potential acquisitions include service quality, industry focus,
diversification of client base, operating characteristics, and geographic
coverage.
4
CLIENT SERVICE AND INDUSTRY SPECIALIZATION
SITEL seeks to provide its clients appropriate programs to satisfy their
teleservicing needs. Accordingly, the Company provides a complete range of
services from customer acquisition (sales calls, handling requests for
information and order taking) to customer loyalty and retention programs
(customer service, technical support and credit card fraud detection). The
Company integrates various services to create teleservicing solutions tailored
to its clients' needs:
CUSTOMER SERVICE PROGRAMS
________________________
* providing technical help desk, product or service
support
* responding to billing and other account inquiries
* dispatching service technicians
* activating product or service upgrades
* updating customer address, telephone, and other data
* registering warranty information
* contacting delinquent accounts
* providing after-hours customer service
* responding to electronic mail inquiries
* verifying credit card charges to detect possible fraud
SALES PROGRAMS
______________
* providing consumer sales and marketing
* conducting business-to-business sales and marketing
* conducting lead generation
* processing and providing information requests
* direct response marketing
* activating credit cards
* capturing inbound orders
Descriptions of representative services provided to clients by industry include:
Insurance. The Company provides a broad range of services to the insurance
industry, from direct marketing of non-underwritten insurance products such as
hospital accident protection, hospital indemnity protection, health care
discount plans, mechanical breakdown and credit protection. SITEL provides
customer service activities such as sales support, after hours agent support,
emergency road-side assistance, claims processing and full back-office support.
The Company also offers sales and service activities for fully underwritten
products such as term life, automobile and homeowners' insurance as well as
tax-deferred annuities.
Financial Services. The Company works primarily with major banks, leasing
companies, credit card issuers, mutual fund companies, brokerage firms, mortgage
companies and other financial institutions. SITEL provides customer service
activities such as answering questions regarding lease terms, handling service
requests, arranging credit card balance transfers, taking and processing loan
applications, and making accounts receivable management and fraud prevention
calls. SITEL also conducts sales activities on behalf of clients such as
merchant and customer acquisition, account retention and renewal, lead
generation and appointment scheduling. These sales and customer service
activities are increasingly becoming integrated. Recently, the Company entered
into a large multi-year contract to handle virtually all call center activity in
Latin America for a major international bank.
Telecommunications. The Company works primarily with domestic and
international long distance providers, local exchange carriers and cellular and
PCS providers. SITEL provides a full range of sales and customer service
activities, including account management, fulfillment, facilities management,
5
new product launch and database management. The Company provides these services
for product lines such as access lines, vertical services, Internet access, long
distance, cellular, PCS and ISDN data services.
Technology. The Company works primarily with computer hardware
manufacturers, software publishers, Internet service providers and large
corporations supporting their in-house or external technical support
requirements. SITEL provides technical sales, technical support and customer
support services including, product launches, complete sales and account
management programs, strategic product support, corporate help desk, warranty or
post-warranty support and sunset product support. The Company provides these
support services through traditional call handling as well as alternative
electronic methods such as e-mail, advanced integrated voice response, automated
self-help tools and computer telephony integration.
Media and Entertainment. The Company provides sales and customer service
to "new media" markets, such as online service providers, satellite television
service providers and CD-ROM and video providers. The Company's clients also
include traditional media, such as newspaper publishers, major magazine
publishers, book clubs and music clubs. Services include subscription renewal,
customer acquisition, subscription reactivation and customer service.
Utilities. The Company provides telephone and Internet-based services to
public and private energy companies, including electric power, natural gas,
water and integrated energy providers. SITEL provides customer acquisition,
customer service, direct sale and cross-sale activities, brand development,
loyalty campaigns, database management and development and call center
consulting services.
Consumer. SITEL works with leading consumer products companies and
retailers worldwide in responding to customer inquiries, developing and
launching new product and sales campaigns, managing product recalls, performing
quality surveys and market analyses.
Automotive. The Company's clients include major automobile manufacturers,
for which SITEL answers inquiries generated by media and advertising, conducts
customer satisfaction surveys and provides lead generation and qualification.
Increasingly, these activities are linked to other industry sectors, such as
insurance. For example, the Company offers automobile insurance to purchasers of
new and used vehicles.
Travel and Hospitality. The Company works with major airline and hotel
companies in handling reservation and customer service calls.
In addition to integrating various services, the Company provides
consulting services to its clients to enable them to improve the productivity of
their internal call centers.
INFORMATION TECHNOLOGY
SITEL is introducing a common set of services across its
industry-specialized business units so that the Company can better perform
global work for its clients and access its worldwide customer contacts more
readily. SITEL uses industry-standard software from Microsoft and Oracle across
its business units. Within industry sectors, SITEL uses industry-specific call
processing application systems. SITEL has designed and implemented client (or
industry) specific applications to provide highly customized solutions to
clients' specific requirements. SITEL also utilizes a state-of-the-art
technology platform (UNIX and NT architecture) with Windows 95 and NT-based
Compaq and IBM workstations, predictive dialers and automated call distributors.
SITEL representatives have the tools to initiate and receive effectively and
efficiently millions of service transactions per month.
PERSONNEL AND TRAINING
Management believes one of its core competencies is managing its diverse,
worldwide workforce. SITEL places great emphasis on recruiting, training and
retaining its employees. The Company seeks to locate call centers in communities
and cities with favorable workforce demographics and populations with necessary
language skills.
The Company offers extensive in-house classroom and on-the-job training
programs for its personnel, including instruction on the industries which SITEL
6
serves and on proper call center techniques. For example in the United States,
the Insurance Division offers on-site, state approved insurance licensing and
continuing education classes for SITEL insurance agents. The amount of classroom
and on-the-job training before an employee can qualify to take the insurance
agent licensing examination is approximately 150 hours. The Company encourages
employee self-development and usually promotes individuals from within the
organization.
As of December 31, 1997, SITEL had over 18,000 employees, of which over
14,000 were service representatives. None of SITEL's employees in the North
American, Asia-Pacific or Latin American regions is represented by a labor
union. In the Company's European region, employees in Belgium and Spain are
represented by government-sponsored collective bargaining contracts. SITEL
considers its relations with its employees to be good.
COMPETITION
SITEL is one of the largest global teleservices companies in the world.
Other large teleservices companies include APAC TeleServices Inc., MATRIXX
Marketing Inc., Stream International Holdings Inc., Sykes Enterprises Inc.,
Teleperformance International Group, TeleTech Holdings, Inc. and West
TeleServices Corporation. The teleservices industry is extremely competitive and
fragmented, and most independent teleservicers are small, single facility
operations. The Company also competes with in-house teleservices departments
throughout the world. In-house departments providing direct sales and customer
service functions continue to comprise by far the largest segment of the
teleservices industry. Additional competitors with greater resources than the
Company may enter the teleservices industry. The Company also competes with
direct mail, television, radio and other advertising media.
GOVERNMENT REGULATION
In the United States, the Federal Trade Commission (the "FTC") and many
states regulate teleservices. The European Union (the "EU") has yet to enact a
detailed regulatory framework for this industry.
In the United States, the federal Telephone Consumer Protection Act of 1991
(the "TCPA") prohibits teleservices firms from initiating telephone
solicitations to residential telephone subscribers during certain times, and
prohibits the use of automated telephone dialing equipment to call certain
telephone numbers. In addition, the TCPA requires telemarketing firms to
maintain a "do not call" list of residential customers. The federal
Telemarketing and Consumer Fraud and Abuse Prevention Act of 1994 broadly
authorized the FTC to issue regulations prohibiting misrepresentation in
telemarketing sales. The FTC issued telemarketing sales rules which became
effective December 31, 1995. Generally, these rules prohibit misrepresentation
regarding the cost, terms, restrictions, performance or duration of products or
services offered by telephone solicitation and specifically address other
perceived telemarketing abuses in the offering of prizes and the sale of
business opportunities or investments. The Company believes that it is in
compliance with the TCPA and the FTC's rules. The Company trains its telephone
service representatives to comply with the TCPA and programs its call management
system to avoid telephone calls during restricted hours or to individuals
maintained on SITEL's "do-not-call" list.
The industries served by the Company's divisions are also subject to
varying degrees of government regulation. Generally, the Company relies on its
clients and their advisors to develop the scripts to be used by SITEL in making
consumer solicitations. The Company generally requires its clients to indemnify
SITEL against claims and expenses arising with respect to the Company's services
performed on its clients' behalf. The Company has never been held responsible
for regulatory noncompliance by a client. SITEL employees who complete the sale
7
of certain U.S. insurance products are required to be licensed by various state
insurance commissions and participate in regular continuing education programs,
which are currently provided in-house by the Company.
The teleservices industry, consumer groups and regulatory and legislative
bodies are increasingly concerned about "right of privacy" issues as
technological advances have dramatically increased the availability of
information about consumers. It is possible that laws or regulations may be
enacted which would, among other things, limit the amount of consumer data that
may be obtained or how this data may be used in other teleservice activities.
The Company is unable to predict whether or when any such laws or regulations
will be enacted or, if they are, in what countries they will be enacted. It is
possible that laws or regulations would require the teleservices industry,
including the Company, to modify its methods of consumer data collection and
use.
QUARTERLY RESULTS AND SEASONALITY
The Company has experienced and expects to continue to experience
quarterly variations in its results of operations principally due to the timing
of clients' teleservicing campaigns and the commencement of new contracts,
revenue mix, and the timing of additional selling, general and administrative
expenses to support new business. The Company experiences periodic fluctuations
related to both the start-up costs associated with expansion into a new region
and the implementation of clients' teleservicing activities. In addition, the
Company's business tends to be slower in the third quarter due to summer
holidays in Europe and, to a lesser degree, in the first quarter due to the
changeover of client marketing strategies which often occurs at the
beginning of the year.
ITEM 2. PROPERTIES
The Company's executive offices are located in Baltimore, Maryland.
As of December 31, 1997, the Company operated call centers in various
leased facilities and on client premises and utilized the services of remote
operations sites in various locations as follows:
Number of Number of
Facility Location Facilities Workstations
_________________ __________ ____________
Australia 2 231
Belgium 2 400
Canada 3 268
Colombia 1 100
France 1 30
Germany 1 425
Hong Kong 1 19
Ireland 1 70
Japan 1 72
Mexico 2 600
Portugal 1 60
Singapore 1 45
Spain 7 2,176
Sweden 1 100
United Kingdom 6 1,630
United States 38 5,708
United States-OPS 13 337
__________ ____________
Totals: 82 12,271
========== ============
8
SITEL contracts with a number of remote operations sites ("ROPS") which are
owned and operated by independent third parties and are used by SITEL to meet a
portion of its teleservicing needs.
The Company believes its current facilities are suitable and adequate for
its current operations, but additional facilities will be required to support
growth. SITEL believes suitable additional or alternative space will be
available as needed on commercially reasonable terms. The Company's policy is to
rent call center space although it has from time to time built or purchased
facilities and subsequently sold them in sale-leaseback transactions.
ITEM 3. LEGAL PROCEEDINGS
From time to time, the Company is involved in litigation incidental to its
business. In the opinion of management, no litigation to which the Company is
currently a party is likely to have a materially adverse effect on the Company's
results of operations or financial condition, if decided adversely to the
Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders of the
Company during the fourth quarter of 1997.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company are:
Name Age Position
____ ___ ________
James F. Lynch........... 48 Chairman of the Board and Director
Henk P. Kruithof......... 61 Executive Vice Chairman and Director
Michael P. May........... 48 Chief Executive Officer and Director
Phillip A. Clough........ 36 President
Barry S. Major........... 41 Executive Vice President-Finance, Chief
Financial Officer and President-SITEL
North America
Mr. Lynch founded SITEL in 1985 and has served as Chairman and a director
since its inception. From SITEL's inception to January 1997, Mr. Lynch served as
Chief Executive Officer. Prior to founding SITEL, he served as President of
HQ800, Inc., a subsidiary of United Technologies that provided telemarketing
services to third parties. SITEL was formed when Mr. Lynch negotiated the
purchase of the assets of HQ800 from United Technologies. From 1980 to 1984,
Mr. Lynch served as Director of Sales and Marketing for WATTS Marketing of
America, a former subsidiary of First Data Resources, a credit card processing
firm. WATTS is now part of MATRIXX Marketing Inc., a provider of telemarketing
services.
Mr. Kruithof has served as Executive Vice Chairman and a director since
October 1996. Mr. Kruithof is also the Chairman of SITEL Europe plc (formerly
Mitre plc, which merged with SITEL in September 1996). Mr. Kruithof co-founded
Mitre plc in 1992 and its predecessor Merit Direct Limited in 1985, and served
as their Chairman since inception. Prior to founding Mitre plc and Merit Direct
Limited, Mr. Kruithof started a number of businesses in various industry sectors
and has extensive experience in managing international businesses.
Mr. May has served as Chief Executive Officer of SITEL since January 1997.
Mr. May previously served as President of SITEL since June 1996 and as an
Executive Vice President since October 1992, when SITEL acquired May
Telemarketing, Inc., which Mr. May founded in 1985. Prior to founding May
Telemarketing, he was a director, executive officer and treasurer between 1976
9
and 1982 of Applied Communications, Inc., a publicly-traded software products
company, now known as Transaction Systems Architects, Inc.
Mr. Clough became President of SITEL in January 1997. Between 1990 and
January 1997, Mr. Clough served as an investment banker with Alex. Brown & Sons
Incorporated, most recently as Principal, focusing on a variety of consumer and
business services companies, including teleservices companies.
Mr. Major has served as Executive Vice President-Finance and Chief
Financial Officer since June 1996 and prior thereto as Senior Vice
President-Finance since October 1995. Between 1985 and 1995, Mr. Major served in
various executive positions with American National Corporation, a bank holding
company, most recently as President. In August, 1997, he became President-SITEL
North America and remains Chief Financial Officer pending the appointment of a
new Chief Financial Officer.
PART II
_______
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company's common stock was traded on the NASDAQ National Market under
the symbol "SITL" from the Company's initial public offering on June 8, 1995,
until December 31, 1996, when the common stock began trading on the New York
Stock Exchange under the symbol SWW. The following table sets forth, for the
quarter indicated, the high and low closing sale prices of the common stock as
reported by the NASDAQ National Market through December 30, 1996, and by the New
York Stock Exchange thereafter. The prices below reflect two-for-one stock
splits effective May 13, 1996 and October 21, 1996.
HIGH LOW
1996
___________________________________________
First Quarter $ 11.44 $ 6.44
Second Quarter $ 20.69 $ 10.38
Third Quarter $ 23.88 $ 14.28
Fourth Quarter $ 25.38 $ 12.75
1997
___________________________________________
First Quarter $ 20.50 $ 13.00
Second Quarter $ 20.63 $ 9.88
Third Quarter $ 19.00 $ 10.06
Fourth Quarter $ 10.44 $ 8.19
As of December 31, 1997, SITEL had 63,099,597 shares of common stock
outstanding and 410 record holders of the Company's common stock.
SITEL Corporation has not declared or paid any cash dividends on its common
stock since its inception, and the Board of Directors currently intends to
retain all earnings for use in the business for the foreseeable future.
10
ITEM 6. SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA
The following table presents selected historical financial data for the
Company. The selected income statement data for the years ended December 31,
1994, 1995, 1996 and 1997 and the balance sheet data at December 31, 1995, 1996
and 1997 are derived from the consolidated financial statements of the Company,
which consolidated financial statements have been audited by KPMG Peat Marwick
LLP, independent certified public accountants. The selected income statement
data for the year ended December 31, 1993, and the selected balance sheet data
at December 31, 1993 and 1994, are derived from the unaudited consolidated
financial statements of the Company although such information has been prepared
on the same basis as the Company's audited financial statements and, in the
opinion of management, contain all adjustments, consisting of only normal
recurring adjustments, necessary for a fair presentation of the financial
position and results of operations of the Company. The following information
should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the Consolidated Financial
Statements and related notes thereto, included elsewhere herein.
YEARS ENDED DECEMBER 31,
_______________________
1993 1994 1995 1996 1997
________ ________ _________ _________ _________
(in thousands, except per share data)
INCOME STATEMENT DATA:
Revenues................................ $76,772 $116,757 $187,215 $312,750 $491,474
Cost of services........................ 42,098 63,268 101,617 163,717 270,942
Selling, general and administrative
expenses............................... 31,355 48,254 69,213 120,695 185,589
Special compensation expense (1) ....... -- -- 34,585 -- --
Restructuring expenses (2) ............. -- -- -- -- 15,681
_________ ________ _________ _________ _________
_
Operating income (loss) ................ 3,319 5,235 (18,200) 28,338 19,262
Transaction related expense (3) ........ -- -- -- 6,988 --
Interest expense, net................... 937 834 702 227 5,096
Other income (expense) ................. 1,922 1,443 118 32 126
_________ ________ _________ _________ _________
Income (loss) before taxes and minority
interest............................... 4,304 5,844 (18,784) 21,155 14,292
Income tax expense (benefit) ........... 1,261 1,526 (6,593) 10,221 11,306
Minority interest....................... 278 383 1,262 77 174
_________ ________ _________ _________ _________
Net income (loss) ...................... $2,765 $3,935 $(13,453) $10,857 $2,812
========= ======== ========= ========= =========
Income (loss) per common share:
Basic................................... $0.09 $0.12 $(0.33) $0.19 $0.05
Diluted................................. $0.06 $0.09 $(0.29) $0.16 $0.04
Weighted average common shares
outstanding(4):
Basic................................... 32,090 33,906 40,565 57,793 61,764
Diluted................................. 44,013 45,829 46,477 65,929 68,811
Balance Sheet and Other Data:
EBITDA(5)............................... $7,831 $10,576 $23,975 $43,763 $63,630
Depreciation and amortization(6)........ 4,512 5,341 7,090 13,256 28,687
Working capital (deficit) .............. (151) 5,110 24,182 36,836 39,545
Total assets............................ 29,044 48,177 100,960 211,684 385,880
Long-term debt, net of current 3,172 8,183 4,305 4,861 115,488
portion................................
Stockholders' equity.................... 8,105 12,702 65,380 126,725 158,388
11
___________
(1) Represents a non-recurring, non-cash compensation expense incurred in
February 1995 resulting from the grant of stock options with an exercise
price of $.0025 per share to 265 employees of the Company to replace stock
appreciation rights previously granted under the Company's Employee Equity
Benefit Plan and previously granted stock options. Excluding the special
compensation expense and a one-time forgiveness of debt of $0.5 million
owed by two stockholders, operating income, net income, basic income per
share and diluted income per share would have been $16.9 million, $9.7
million, and $0.24 and $0.21, respectively, for 1995.
(2) Represents a non-recurring restructuring expense and a writedown of SITEL's
Telebusiness business unit of $5.2 million and $10.5 million, respectively,
for the year ended December 31, 1997. Excluding those non-recurring
operating expenses, operating income, net income, basic income per share
and diluted income per share would have been $34.9 million, $18.5 million,
$0.30 and $0.27, respectively for 1997.
(3) Represents a non-recurring expense resulting from the acquisitions of Mitre
plc and National Action Financial Services, Inc. accounted for as pooling
of interests transactions. Excluding certain one-time operating expenses
and the transaction related expenses, operating income, net income, basic
income per share and diluted income per share would have been $30.5
million, $19.5 million, $0.34 and $0.30, respectively, for 1996.
(4) See Note 1 of Notes to Consolidated Financial Statements for an explanation
of the determination of weighted average common shares used in computing
net income (loss) per share.
(5) EBITDA represents the sum of earnings (loss) from continuing operations
before non-recurring or extraordinary items, income taxes, interest
expense, interest income, depreciation and amortization. EBITDA is
presented because management believes it provides useful information
regarding a company's ability to incur and/or service debt. EBITDA should
not be considered in isolation or as a substitute for consolidated net
income, cash flows, or other income or cash flow data prepared in
accordance with generally accepted accounting principles ("GAAP") or as a
measure of a Company's profitability or liquidity. $0.5 million of non-
recurring debt forgiveness in 1995 and $2.2 million of non-recurring
compensation expenses in 1996 have been excluded from the EBITDA
calculation.
(6) Excludes amortization of deferred debt expense that is included in interest
expense.
ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
SITEL was founded in 1985 by its current chairman, James F. Lynch, in
Omaha, Nebraska. SITEL completed its initial public offering of common stock in
1995, and was the first major independent publicly-held company in the
teleservices industry. In 1996, the Company began its international expansion
with acquisitions in Canada and Spain (which also included operations in
Portugal) and, in particular, with the merger with Mitre plc ( "Mitre" or the
"Mitre Merger") which was completed in September 1996. At the time of the Mitre
Merger, Mitre had operations in the United Kingdom, Belgium and Japan and was in
the final stages of completing plans to enter Singapore, Hong Kong and Germany.
In 1997, SITEL entered Australia, New Zealand, Sweden and Ireland through
acquisitions; entered Mexico and Colombia through the joint venture with
Corporacion Interamericana de Entretenimiento, S.A. de C.V. ("CIE"); and entered
France on the basis of a client contract. In 1996 and 1997, the Company also
completed acquisitions that gave it the capability to offer accounts receivable
management, consulting and technical support services.
12
The Mitre Merger was accounted for as a pooling of interests, and
accordingly the financial results of the Company for 1995 and 1996 have been
restated as if SITEL and Mitre were operated as a single company throughout
these periods. The results for these periods have also been restated to reflect
the 1996 acquisition of National Action Financial Services, Inc. ("NAFS"), which
was also accounted for as a pooling of interests.
Following the Mitre Merger, SITEL implemented a strategy to coordinate its
operations on a global basis in order to better serve the needs of its
multinational clients. A key element of this strategy in 1997 was to implement a
matrix organization structure which includes: (i) senior management teams for
each of the operating regions (North America, Europe, Asia Pacific and Latin
America) to closely monitor the operation of the business units; (ii) a Global
Business Development organization to seek out large call center outsourcing
opportunities in the Company's targeted industries; (iii) industry sector teams
to transfer best practices and cross-sell clients of one SITEL region to
another; and (iv) an intranet to make SITEL's proprietary knowledge more readily
available to its employees. The costs to integrate and coordinate its global
operation are not reflected in the Company's pre-1997 financial results, as they
were first incurred in 1997 and will occur in the future. The Company believes
that, as of the end of 1997, most of the basic infrastructure needed to manage
and coordinate its global operation had been established although the Company
will regularly seek to add depth and talent to its management team as the
business expands.
The Company expects to enter fewer new markets in 1998 as a percentage of
total markets served than it did in 1997 and expects to consummate fewer
acquisitions in 1998 than it did in 1997, although management will continue to
be opportunistic.
RESULTS OF OPERATIONS
The following table sets forth statement of operations data as a percentage
of revenues for the periods indicated.
1995 1996 1997
______ ______ ______
Revenues.................................... 100.0% 100.0% 100.0%
Operating expenses:
Cost of services......................... 54.3 52.3 55.1
Selling, general and administrative
expenses................................ 37.0 38.6 37.8
Special compensation expense............. 18.4 (a) -- --
Restructuring expenses................... -- -- 3.2 (d)
_____ _____ _____
Operating income (loss)................. (9.7) (b) 9.1 (c) 3.9 (e)
Transaction related expenses................ -- 2.2 --
Interest expense, net....................... 0.4 0.1 1.0
Other income................................ 0.1 -- --
_____ _____ _____
Income (loss) before income taxes and
minority interest....................... (10.0) 6.8 2.9
Income tax expense (benefit)................ (3.5) 3.3 2.3
Minority interest........................... 0.7 -- --
_____ _____ _____
Net income (loss) ...................... (7.2)%(b) 3.5%(c) 0.6%(e)
===== ===== =====
___________
(a) Represents a non-recurring, non-cash compensation expense incurred in
February 1995, resulting from the grant of stock options with an exercise
price of $.0025 per share to 265 employees of the Company to replace stock
appreciation rights previously granted under the Company's Employee Equity
Benefit Plan and previously granted stock options. See Note 9 to
Consolidated Financial Statements.
(b) Excluding the special compensation expense and a one-time forgiveness of
debt of 0.3% ($0.5 million) owed by two stockholders, operating income and
net income would have been 9.0% and 5.2% respectively, for 1995.
13
(c) Includes non-recurring operating expenses in connection with the
acquisitions of Mitre and NAFS. Excluding those one-time operating expenses
and the transaction related expenses, operating income and net income would
have been 9.8% and 6.2%, respectively, for 1996.
(d) Represents non-recurring restructuring expenses of 1.1% ($5.2 million) and
a write down of the Company's investment in its Telebusiness business unit
of 2.1% ($10.5 million).
(e) Excluding the restructuring expense of 3.2% and the related tax effects,
operating income and net income would have been 7.1% and 3.8% respectively,
for 1997.
1997 Compared to 1996
Revenues. Revenues increased $178.7 million, or 57.1%, to $491.5 million
in 1997 from $312.8 million in 1996. Of this increase, $36.0 million was
attributable to services initiated for new clients, $101.5 million was
attributable to increased revenues from existing clients and $41.2 million was
attributable to revenues from businesses acquired after the start of 1997 under
the purchase method of accounting. The increase in revenues from existing
clients was primarily the result of higher calling volumes rather than higher
rates.
Cost of Services. Cost of services represents primarily labor and
telephone expenses directly related to teleservicing activities. Cost of
services increased $107.2 million, or 65.5%, to $270.9 million in 1997 from
$163.7 million in 1996. As a percentage of revenues, cost of services increased
to 55.1% in 1997 from 52.3% in 1996. This increase was primarily due to the
start up operations in the Asia Pacific region and to the Company's Spanish
operations which implemented a new compensation plan in 1997. This plan has the
corresponding effect of decreasing selling, general and administrative expenses
in Spain.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses represent expenses incurred to directly support and
manage the operations, including costs of management, administration, facilities
expenses, depreciation and maintenance, amortization, sales and marketing
activities and client support services. Selling, general and administrative
expenses increased $64.9 million, or 53.8%, to $185.6 million in 1997 from
$120.7 million in 1996. This increase was primarily a result of the Company's
continued growth both internally and through acquisition, including additional
goodwill amortization expense of $1.8 million related to purchase acquisitions
in 1997, and also includes the Company's efforts to establish the matrix
organizational structure needed to manage a global business. As a percentage of
revenues, selling, general and administrative expenses decreased to 37.8% in
1997 from 38.6% in 1996. Excluding certain non-recurring operating expenses
incurred in 1996 related to an acquisition, these expenses decreased slightly as
a percentage of revenue in 1997 from 37.9% of revenues in 1996.
Restructuring Expenses. The Company recorded non-recurring restructuring
expenses and a write down of its investment in its Telebusiness business unit of
$5.2 million and $10.5 million, respectively, in 1997. The restructuring
expenses related to the closing of underperforming call centers and redundant
administrative buildings as well as severance and other costs associated with
reorganizations of business units primarily in Europe and North America. These
reorganizations will allow the Company to operate more efficiently as a global
business and will require the settlement of approximately $4.6 million of
liabilities in future periods, offset by estimated tax benefits of $1.6 million.
The write down of the investment in the Telebusiness business unit, which is
predominantly a non-cash charge, relates to the Company's decision to pursue a
new joint-venture equity partner in the Asia Pacific region. The joint-venture
agreement with Lend Lease Corporation Limited of Sydney, Australia, which was
announced by the Company in January 1998, excludes the Telebusiness business
unit.
Operating Income. Operating income decreased $9.0 million, or 32.0%, to
$19.3 million in 1997 from $28.3 million in 1996. Excluding the restructuring
expenses in 1997 and the non-recurring operating expenses in 1996, operating
income increased $4.4 million or 14.5% to $34.9 million in 1997 from $30.5
14
million in 1996. The increase was primarily attributable to the increase in
revenues noted earlier, partially offset by the increased expenses attributable
to those revenues and the efforts to establish the matrix organization noted
above. As a percentage of revenue, operating income decreased to 7.1% in 1997
from 9.8% in 1996 excluding the restructuring expenses in 1997 and the
non-recurring operating expenses in 1996. This decrease was primarily due to the
higher cost of services as a percentage of revenues in 1997 compared to 1996, as
described above.
Interest Expense, Net. Net interest expense increased to $5.1 million in
1997 from $0.2 million in 1996. This increase was primarily due to increased
borrowings utilized to support the Company's growth, including acquisitions.
Income Tax Expense. Income tax expense increased to $11.3 million in 1997
from $10.2 million in 1996. The income tax expense as a percentage of income
before taxes and minority interest was 79.1% in 1997 and 48.3% in 1996 primarily
due to non-deductible restructuring expenses (primarily impairment losses on
goodwill) and write downs of state incentive tax credits in 1997 and
non-deductible transaction related expenses in 1996.
Net Income. Net income decreased $8.0 million to $2.8 million in 1997 from
$10.9 million in 1996. Excluding the restructuring expenses and related tax
effects in 1997 and the non-recurring operating expenses in 1996, net income
decreased $1.0 million to $18.5 million in 1997 from $19.5 million in 1996. The
decrease was primarily due to increased interest and tax expense offset
partially by an increase in operating income.
1996 Compared to 1995
Revenues. Revenues increased $125.6 million, or 67.1%, to $312.8 million
in 1996 from $187.2 million in 1995. Of this increase, $35.4 million was
attributable to services initiated for new clients, $56.8 million was
attributable to higher revenues from existing clients and $33.4 million was
attributable to revenues from businesses acquired under the purchase method of
accounting. Excluding revenues from Teleaction S.A. ("Teleaction"), revenues in
1996 increased 52.3%. Revenues from existing clients increased 30.3% primarily
as a result of higher calling volumes.
Cost of Services. Cost of services increased $62.1 million, or 61.1%, to
$163.7 million in 1996 from $101.6 million in 1995. As a percentage of revenues,
cost of services decreased to 52.3% in 1996 from 54.3% in 1995. This decrease
was primarily attributable to higher capacity utilization of the Company's call
centers.
Selling, General and Administrative Expenses. Selling, general, and
administrative expenses increased $51.5 million, or 74.4%, to $120.7 million in
1996 from $69.2 million in 1995 primarily as a result of increased expenses
attributable to new Company-operated facilities, additional staff to support the
Company's higher calling volumes in 1996, and certain non-recurring acquisition
related operating expenses. Excluding the non-recurring expenses, as a
percentage of revenues, these expenses increased to 37.9% in 1996 from 37.0% in
1995. This percentage increase was primarily attributable to the Company's
investment in new industry efforts and additional resources being required to
further develop international expansion.
Special Compensation Expense. In February 1995, the Company incurred a
non-recurring, non-cash compensation expense of $34.6 million. This resulted
from the grant of stock options with an exercise price of $.0025 per share to
265 employees of the Company to replace stock appreciation rights previously
granted under the Company's Employee Equity Benefit Plan and previously granted
stock options.
Operating Income (Loss). Operating income was $28.3 million in 1996.
Primarily as a result of the non-recurring, special compensation expense, the
Company reported an operating loss of $18.2 million in 1995. Excluding
non-recurring acquisition related operating expenses, operating income would
15
have increased $13.6 million, or 80.5%, to $30.5 million in 1996 from $16.9
million in 1995 and, as a percentage of revenues, would have increased to 9.8%
in 1996 from 9.0% in 1995 due to the factors discussed above.
Transaction Related Expenses. Transaction related expenses include legal,
accounting, and other non-recurring expenses associated with acquisitions
accounted for as poolings of interest. During 1996, the Company incurred $7.0
million of these expenses to consummate the NAFS and Mitre acquisitions.
Interest Expense, Net. Net interest expense decreased to $0.2 million of
interest expense, or 0.1% of revenues, in 1996 from $0.7 million of interest
expense, or 0.4% of revenues, in 1995 due to increased investment income.
Income Tax Expense (Benefit). The income tax expense (benefit) as a
percentage of income (loss) before income taxes and minority interest increased
to 48.3% in 1996 from 35.1% in 1995. This increase is primarily due to
non-deductible transaction related expenses.
Net Income (Loss). Net income was $10.9 million in 1996. Primarily as a
result of the non-cash, non-recurring special compensation expenses and the
one-time forgiveness of debt of $0.5 million owed by two stockholders, the
Company reported a net loss of $13.5 million in 1995. Excluding the transaction
related expenses and non-recurring acquisition related operating expenses, net
income would have increased $9.8 million, or 101.0%, to $19.5 million in 1996
from $9.7 million in 1995 (excluding the special compensation expense and the
amount forgiven) and, as a percentage of revenues, would have increased to 6.2%
of revenues from 5.2%.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $19.0 million in 1997. The
Company recorded net income of $2.8 million (including a non-cash tax charge of
$5.6 million), depreciation and amortization of $28.7 million and primarily
non-cash restructuring expenses of $15.5 million. This cash flow was offset by
$33.6 million of cash used in operating activities primarily as a result of an
increase in accounts receivable needed to support growth. The Company
anticipates that accounts receivable balances will continue to grow as the
Company grows. Net cash used in investing activities was $131.4 million for
1997. Of this total, $69.4 million was used for capital expenditures (primarily
call and data management equipment and facilities) and $61.0 million was used
for acquisitions, including the settlement of the Teleaction purchase price
payable. Net cash provided by financing activities during 1997 was $113.7
million, primarily attributable to borrowings on the Company's available credit
lines and other notes payable.
Net cash provided by operating activities was $35.8 million during 1996.
This was the result of $26.4 million of net income before depreciation and
amortization and other non-cash charges increased by $9.4 million of changes in
operating assets and liabilities. Cash used by investing activities for 1996 was
$55.0 million. Of this total, $40.0 million was used for capital expenditures
(primarily call and data management equipment) and $23.7 million was used for
the acquisition of Teleaction, offset partially by sales of marketable
securities. Cash provided by financing activities for 1996 of $39.6 million
resulted primarily from a public equity offering, net borrowings from a bank
line of credit, and term debt.
Net cash provided by operating activities was $15.3 million in 1995. This
was the result of $16.6 million of net income before depreciation and
amortization and other non-cash charges offset by $1.3 million of changes in
operating assets and liabilities. Cash used by investing activities for 1995 was
$26.5 million. Of this total, $13.3 million was used for capital expenditures
(primarily call and data management equipment) and the remainder related
primarily to net purchases of marketable securities. Cash provided by financing
activities of $15.1 million resulted primarily from the Company's initial public
offering offset by principal repayments on the Company's term debt and bank line
of credit. The $34.6 million non-recurring, non-cash compensation expense
incurred in February 1995 resulted in a deferred tax benefit of $11.8 million
which was available to reduce future income taxes.
16
In July, 1997, the Company reached agreement with a syndicate of commercial
banks for a $150 million revolving credit facility (the "Credit Facility"). The
commitment of the banks under this facility expires on July 24, 2002. The
obligations of the Company under the facility have been guaranteed by the
Company's domestic subsidiaries and are secured by a pledge of the Company's
shares in such subsidiaries and 65% of the Company's shares in certain other
subsidiaries. The facility contains certain financial covenants and certain
restrictions on, among other things, the Company's ability to incur additional
debt, make certain investments, and sell assets or merge with another company.
The facility also prohibits the payment of cash dividends on common stock
without the bank's consent. The facility becomes due and payable upon a change
of control of the Company as defined in the facility agreement. As of December
31, 1997, the Company had $99.5 million outstanding under its existing Credit
Facility.
As discussed in Note 15 to the financial statements, on March 10, 1998, the
Company completed the private placement of $100 million of 9.25% Senior
Subordinated Notes due 2006 (the "Notes"). The proceeds from the offering were
used to repay borrowings outstanding under the Company's Credit Facility which
was also amended on that date.
The Notes, which include interest payable semiannually, are general
unsecured obligations of the Company and will be subordinated in right of
payment to all existing and future senior debt of the Company. The Notes are
guaranteed by certain of the Company's subsidiaries and contain certain
covenants that limit the ability of the Company and certain of its subsidiaries
to, among other things, incur additional indebtedness, pay dividends or make
certain other restricted payments, consummate certain asset sales, enter into
certain transactions with affiliates, incur liens, merge or consolidate with
another company and sell or otherwise dispose of all or substantially all of the
assets of the Company.
The Company also reached an agreement with a syndicate of commercial banks
to amend the Company's existing Credit Facility to limit borrowings under the
Credit Facility to an amount based upon a percentage of the Company's eligible
domestic accounts receivable, as defined, up to $75 million. Certain of the
financial covenants and restrictions were amended and the Company's eligible
domestic accounts receivable were pledged as security.
With the actions taken by the Company noted above, on a pro forma basis,
the Company had unused lines of credit totaling approximately $47.6 million at
December 31, 1997. The Company believes that funds generated from operations,
existing cash, the amended Credit Facility and net proceeds of the Notes will be
sufficient to finance its current operations, planned capital expenditure
requirements and internal growth for the next several years. Future
acquisitions, if any, may require additional debt or equity financing.
YEAR 2000 ISSUE
The Company recognizes the need to ensure its operations will not be
adversely impacted by Year 2000 software failures. Specifically, computational
errors are a known risk with respect to dates after December 31, 1999. SITEL has
made a preliminary assessment of its Year 2000 compliance issues, but has not
developed a general plan to address such issues. Although the Company has not
yet estimated the total costs needed for Year 2000 compliance, the Company
believes it will be able to upgrade and maintain its computer systems to
recognize years beginning with 2000 and that the cost to do so will not be
material to its financial position or liquidity. Such costs may, however, be
material to the Company's results of operations, particularly on a short-term
basis.
QUARTERLY RESULTS AND SEASONALITY
The Company has experienced and expects to continue to experience quarterly
variations in its results of operations principally due to the timing of
clients' teleservicing campaigns and the commencement of new contracts, revenue
mix, and the timing of additional selling, general and administrative expenses
17
to support new business. The Company experiences periodic fluctuations related
to both the start-up costs associated with expansion into a new region and the
implementation of clients' teleservicing activities. In addition, the Company's
business tends to be slower in the third quarter due to summer holidays in
Europe and, to a lesser degree, in the first quarter due to the changeover of
client marketing strategies which often occurs at the beginning of the year.
EFFECTS OF INFLATION
Inflation has not had a significant effect on the Company's operations.
However, there can be no assurance that inflation will not have a material
effect on the Company's operations in the future.
ACCOUNTING PRONOUNCEMENTS
Statements of Financial Accounting Standards ("SFAS") 130, Reporting
Comprehensive Income, and SFAS 131, Disclosures about Segments of an Enterprise
and Related Information, were issued in June, 1997. SFAS 130 establishes
standards for the reporting and display of comprehensive income and its
components in a full set of general-purpose financial statements. SFAS 131
establishes standards for the way that public business enterprises report
information about operating segments in annual financial statements and requires
that those enterprises report selected information about operating segments in
interim financial reports issued to shareholders. It also established standards
for related disclosures about products and services, geographic areas and major
customers. Both SFAS 130 and SFAS 131 are effective for periods beginning after
December 15, 1997. The Company anticipates adopting these accounting
pronouncements in 1998; however, management believes that they will not have a
significant impact on the Company's consolidated financial statements.
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements within the meaning
of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such
statements are identified by the use of forward- looking words or phrases which
may include but are not limited to, "intended," "will be positioned,"
"expects," "expected," "anticipates," and "anticipated." The forward-looking
statements are based on the Company's current expectations. All statements
other than statements of historical facts included in this annual report,
including those regarding the Company's financial position, business strategy,
projected costs and plans and objectives of management for future operations,
are forward-looking statements. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, there
can be no assurance that such expectations will prove to be correct. Because
forward-looking statements involve risks and uncertainties, the Company's actual
results could differ materially. Important factors that could cause actual
results to differ materially from the Company's expectations may include, but
are not limited to, the effects of leverage, restrictions imposed by the terms
of indebtedness, reliance on major clients, risks associated with managing a
global business, fluctuations in operating results, reliance on
telecommunications and computer technology, risks associated with the Company's
acquisition strategy, the dependence on telephone service, the competitive
industry, dependence on labor force, foreign currency risks, the effects of
business regulation, dependence on key personnel and control by management. All
subsequent written and oral forward-looking statements attributable to the
Company or persons acting on behalf of the Company are expressly qualified in
their entirety by this paragraph. The Company disclaims, however, any intent or
obligation to update its forward-looking statements
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The information required by this Item 7A is not applicable to the Company
before its annual report on Form 10-K for the year ended December 31, 1998.
18
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information called for by this item (other than selected quarterly
information, which is set forth below) is incorporated by reference from the
Company's Consolidated Financial Statements set forth on pages F-1 through F-23
hereof.
The following table sets forth statement of operations data for each of the
four quarters of 1997 and 1996. This quarterly information is unaudited but has
been prepared on a basis consistent with the Company's audited financial
statements presented elsewhere herein and, in the Company's opinion, includes
all adjustments (consisting only of normal recurring adjustments) necessary for
a fair presentation of the information for the quarters presented. The operating
results for any quarter are not necessarily indicative of results for any future
period.
(in thousands, except per share data)
Three Months Ended
________________________________________________________
March 31, June 30, September 30, December 31,
1997 1997 1997 1997
_________ __________ ____________ ____________
Revenues.............................. $ 104,260 $ 125,267 $ 120,248 $ 141,699
Operating expenses:
Cost of services................... 56,357 67,105 67,913 79,566
Selling, general and administrative
expenses......................... 37,242 46,301 49,471 52,576
Restructuring expenses............. -- -- -- 15,681
_________ __________ ____________ ____________
Operating income (loss) .... 10,661 11,861 2,864 (6,124)(a)
Interest income (expense), net........ (534) (1,153) (1,512) (1,897)
Other income (expense), net........... -- (61) 123 64
_________ __________ ____________ ____________
Income (loss) before income taxes
and minority interest........... 10,127 10,647 1,475 (7,957)
Income tax expense.................... 3,643 3,995 739 2,929
Minority interest..................... 30 46 10 88
_________ __________ _____________ ____________
Net income (loss) .................... $ 6,454 $ 6,606 $ 726 $ (10,974)(a)
========= ========== ============= ============
Net income (loss) per share:.
Basic.............................. $ 0.11 $ 0.11 $ 0.01 $ (0.17)(a)
Diluted............................ 0.10 0.10 0.01 (0.17)(a)
Weighted average common shares
outstanding:
Basic.............................. 59,875 61,622 62,484 63,031
Diluted............................ 67,509 68,800 69,327 63,031
19
a) Includes non-recurring restructuring expenses and a write down of SITEL's
Telebusiness business of $5.2 million and $10.5 million, respectively.
Excluding those non-recurring operating expenses, operating income, net income,
basic income per share and diluted income per share were $9.6 million, $4.7
million, $0.07 and $0.07 respectively, for the fourth quarter of 1997.
(in thousands, except per share data)
Three Months Ended
_______________________________________________________
March 31, June 30, September 30, December 31,
1996 1996 1996 1996
_________ __________ ____________ ___________
Revenues............................. $59,519 $69,266 $85,144 $98,821
Operating expenses:
Cost of services................... 31,593 36,746 44,433 50,945
Selling, general and administrative
expenses.......................... 22,010 27,267 33,040 38,378
_________ __________ ____________ ___________
Operating income............ 5,916 5,253(a) 7,671(b) 9,498
Transaction related expenses......... -- 666 6,322 --
Interest income (expense), net....... 101 25 (130) (223)
Other income (expense), net ......... -- -- (19) 51
_________ __________ ____________ ___________
Income before income taxes and
minority interest.............. 6,017 4,612 1,200 9,326
Income tax expense................... 2,211 2,271 2,514 3,225
Minority Interest.................... -- 18 23 36
_________ __________ ____________ ___________
Net income (loss).................... $3,806 $2,323(a) $(1,337)(b) $ 6,065
========= ========== ============ ===========
Net income (loss) per share:
Basic............................ $ 0.07 $ 0.04 (a) $(0.02)(b) $ 0.10
Diluted.......................... 0.06 0.03 (a) (0.02)(b) 0.09
Weighted average common shares
outstanding:
Basic............................ 55,502 58,326 58,503 58,823
Diluted.......................... 64,252 66,403 58,503 66,607
a) Includes non-recurring operating expenses related to the acquisition of
National Action Financial services, Inc. (NAFS). Excluding those one-time
operating expenses and the transaction related expenses, operating income, net
income, basic income per share and diluted income per share were $6.9 million,
$4.3 million, $0.07 and $0.06, respectively, for the second quarter of 1996.
b) Includes non-recurring operating expenses related to the merger with Mitre
plc and the acquisition of NAFS. Excluding those one-time operating expenses
and the transaction related expenses, operating income, net income, basic income
per share and diluted income per share were $8.2 million, $5.4 million, $0.09
and $0.08, respectively, for the third quarter of 1996.
20
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
None.
PART III
________
The information required by this Part III is incorporated by reference from
the registrant's definitive proxy statement for the 1998 annual meeting of the
registrant's stockholders to be held on May 13, 1998, which involves the
election of directors. The definitive proxy statement will be filed with the
Securities and Exchange Commission not later than 120 days after the end of the
year covered by this Form 10-K.
PART IV
_______
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) The following documents are filed as a part of this report:
1. FINANCIAL STATEMENTS. The following Consolidated Financial Statements
of SITEL Corporation and Independent Auditors' Report are included at pages F-1
through F-23 of this Form 10-K:
- Independent Auditors' Report.
- Consolidated Balance Sheets at December 31, 1996 and 1997.
- Consolidated Statements of Income (Loss) for the years ended
December 31, 1995, 1996 and 1997.
- Consolidated Statements of Stockholders' Equity for the years
ended December 31, 1995, 1996 and 1997.
- Consolidated Statements of Cash Flows for the years ended
December 31, 1995, 1996 and 1997.
- Notes to Consolidated Financial Statements.
2. FINANCIAL STATEMENT SCHEDULES. The following consolidated financial
statement schedules of SITEL Corporation for the years ended December 31, 1995,
1996 and 1997 are included at pages S-1 through S-2 of this Form 10-K and should
be read in conjunction with the Consolidated Financial Statements:
- Independent Auditors' Report.
- Schedule II - Valuation and Qualifying Accounts.
All other schedules of the Company for which provision is made in the
applicable accounting regulations of the Securities and Exchange Commission are
not required under the related instructions, are inapplicable or have been
disclosed in the Notes to Consolidated Financial Statements and, therefore, have
been omitted.
21
3. EXHIBITS. The following Exhibits are filed as part of, or are
incorporated by reference into, this Form 10-K:
Exhibit No.
____________
(1) 3.1 Amended and Restated Articles of Incorporation
(2) 3.1(a) Articles of Amendment filed September 10, 1996 to the
Amended and Restated Articles of Incorporation
(1) 3.4 Amended and Restated Bylaws.
(7) 4.2 Specimen Common Stock Certificate.
(1) 9.1 Form of General Voting Agreement.
(1) 9.2 Form of Voting Agreement with World Investments, Inc.
(1) 10.1 SITEL Corporation Stock Option Plan for Replacement of
Existing Options.
(7) 10.1(a) Amendment No. 1 to SITEL Corporation Stock Option Plan for
Replacement of Existing Options
(1) 10.2 SITEL Corporation Stock Option Plan for Replacement of EEBs.
(7) 10.2(a) Amendment No. 1 to SITEL Corporation Stock Option Plan for
Replacement of EEBs.
(3) 10.3 Amended and Restated SITEL Corporation 1995 Employee Stock
Option Plan.
(7) 10.3(a) Amendment No. 1 to Amended and Restated SITEL Corporation
1995 Employee Stock Option Plan.
(1) 10.4 SITEL Corporation 1995 Non-Employee Directors Stock Option Plan.
(7) 10.4(a) Amendment No. 1 to SITEL Corporation Non-Employee Directors
Stock Option Plan.
(1) 10.5 SITEL Corporation Executive Wealth Accumulation Plan.
(1) 10.6 Employment Agreement with James F. Lynch.
(1) 10.7 Employment Agreement with Michael P. May.
(1) 10.8 Form of Right of First Refusal.
(4) 10.9 Form of Indemnification Agreement with Outside Directors.
(5)10.10 Form of Indemnification Agreement with Executive Officers.
(6) 16.1 Letter from Coopers & Lybrand L.L.P. dated February 6,1997.
(8) 21 Subsidiaries.
(8) 23.1 Consent of KPMG Peat Marwick LLP
(8) 27 Financial Data Schedule.
_____________________________________
(1) Previously filed as an exhibit to Registration
Statement of SITEL Corporation on Form S-1 (Registration No. 33-
91092) and incorporated herein by this reference.
(2) Incorporated by reference to the filing under exhibit
number 4.1(a) with the Company's registration statement on Form S-
3 filed October 3, 1996.
(3) Previously filed as Exhibit B to the Company's Notice
of Annual Meeting of Stockholders and Proxy Statement dated
September 27, 1996.
(4) Previously filed as an exhibit under the same exhibit
number to the Company's Form 10-Q for the quarter ended August
31, 1995.
(5) Previously filed as an exhibit under the same exhibit
number to the Company's Registration Statement on S-8 (33-99434).
(6) Previously filed as an exhibit under the same exhibit
number to the Company's Form 8-K filed on February 6, 1997.
(7) Previously filed as an exhibit under the same exhibit
number to the Company's Annual Report on Form 10-K for the year
ended December 31, 1996.
(8) Filed herewith.
(b) There were no reports on Form 8-K filed by the Registrant during the
fourth quarter of the fiscal year ended December 31, 1997.
22
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: March 25, 1998 SITEL Corporation
By: /s/Michael P. May
_______________________
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/James F. Lynch Chairman of the Board March 25, 1998
James F. Lynch and Director
/s/Michael P. May Chief Executive Officer March 25, 1998
Michael P. May & Director
/s/Barry S. Major Executive Vice President-Finance March 25, 1998
Barry S. Major Chief Financial Officer
(Principal Financial Officer)
/s/Alan G. Siemek Corporate Controller March 25, 1998
Alan G. Siemek (Principal Accounting Officer)
/s/Henk P. Kruithof Executive Vice Chairman and March 25, 1998
Henk P. Kruithof Director
/s/Bill L. Fairfield Director March 25, 1998
Bill L. Fairfield
/s/Kelvin C. Berens Director March 25, 1998
Kelvin C. Berens
/s/George J. Kubat Director March 25, 1998
George J. Kubat
23
EXHIBIT INDEX
Exhibit
___________
(1) 3.1 Amended and Restated Articles of Incorporation
(2) 3.1(a) Articles of Amendment filed September 10, 1996 to
the Amended and Restated Articles of
Incorporation
(1) 3.4 Amended and Restated Bylaws.
(7) 4.2 Specimen Common Stock Certificate.
(1) 9.1 Form of General Voting Agreement.
(1) 9.2 Form of Voting Agreement with World Investments,
Inc.
(1) 10.1 SITEL Corporation Stock Option Plan for
Replacement of Existing Options.
(7) 10.1(a) Amendment No. 1 to SITEL Corporation Stock Option
Plan for Replacement of Existing Options
(1) 10.2 SITEL Corporation Stock Option Plan for
Replacement of EEBs.
(7) 10.2(a) Amendment No. 1 to SITEL Corporation Stock Option
Plan for Replacement of EEBs.
(3) 10.3 Amended and Restated SITEL Corporation 1995
Employee Stock Option Plan.
(7) 10.3(a) Amendment No. 1 to Amended and Restated SITEL
Corporation 1995 Employee Stock Option Plan.
(1) 10.4 SITEL Corporation 1995 Non-Employee Directors
Stock Option Plan.
(7) 10.4(a) Amendment No. 1 to SITEL Corporation Non-Employee
Directors Stock Option Plan.
(1) 10.5 SITEL Corporation Executive Wealth Accumulation
Plan.
(1) 10.6 Employment Agreement with James F. Lynch.
(1) 10.7 Employment Agreement with Michael P. May.
(1) 10.8 Form of Right of First Refusal.
(4) 10.9 Form of Indemnification Agreement with Outside
Directors.
(5) 10.10 Form of Indemnification Agreement with Executive
Officers.
(6) 16.1 Letter from Coopers & Lybrand L.L.P. dated
February 6, 1997.
(8) 21 Subsidiaries.
(8) 23.1 Consent of KPMG Peat Marwick LLP
(8) 27 Financial Data Schedule.
______________________________________
(1) Previously filed as an exhibit to Registration
Statement of SITEL Corporation on Form S-1 (Registration No. 33-
91092) and incorporated herein by this reference.
(2) Incorporated by reference to the filing under exhibit
number 4.1(a) with the Company's registration statement on Form S-
3 filed October 3, 1996.
(3) Previously filed as Exhibit B to the Company's Notice
of Annual Meeting of Stockholders and Proxy Statement dated
September 27, 1996.
(4) Previously filed as an exhibit under the same exhibit
number to the Company's Form 10-Q for the quarter ended August
31, 1995.
(5) Previously filed as an exhibit under the same exhibit
number to the Company's Registration Statement on S-8 (33-99434).
(6) Previously filed as an exhibit under the same exhibit
number to the Company's Form 8-K filed on February 6, 1997.
(7) Previously filed as an exhibit under the same exhibit
number to the Company's Form 10-K for the year ended December 31,
1996.
(8) Filed herewith.
24
SITEL CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
CONSOLIDATED FINANCIAL STATEMENTS
_________________________________
Independent Auditors' Report............................................. F-2
Consolidated Balance Sheets at December 31, 1996 and 1997................ F-3
Consolidated Statements of Income (Loss) For the Years Ended
December 31, 1995, 1996 and 1997......................................... F-4
Consolidated Statements of Stockholders' Equity For
the Years Ended December 31, 1995, 1996 and 1997......................... F-5
Consolidated Statements of Cash Flows For the Years Ended December 31,
1995,1996, and 1997...................................................... F-6
Notes to Consolidated Financial Statements............................... F-7
FINANCIAL STATEMENT SCHEDULES
_____________________________
Independent Auditors' Report............................................. S-1
Schedule II - Valuation and Qualifying Accounts.......................... S-2
INDEPENDENT AUDITORS' REPORT
____________________________
The Board of Directors
SITEL Corporation:
We have audited the accompanying consolidated balance sheets of SITEL
Corporation and subsidiaries as of December 31, 1996 and 1997, and the related
consolidated statements of income (loss), stockholders' equity, and cash flows
for each of the years in the three-year period ended December 31, 1997. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of SITEL
Corporation and subsidiaries as of December 31, 1996 and 1997, and the results
of their operations and their cash flows for each of the years in the three-year
period ended December 31, 1997, in conformity with generally accepted accounting
principles.
KPMG Peat Marwick LLP
Omaha, Nebraska
February 17, 1998, except
Note 15 which is as of
March 10, 1998
F-2
SITEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS December 31,
____________ ____________
(in thousands, except share data) 1996 1997
____________ ____________
Current assets:
Cash and cash equivalents............................................... $ 25,710 $ 24,285
Trade accounts receivable (net of allowance for doubtful accounts of
$3,188 and $5,099, in 1996 and 1997, respectively)...................... 65,477 107,697
Marketable securities................................................... 1,740 159
Prepaid expenses........................................................ 3,007 3,916
Other assets............................................................ 2,907 9,548
Deferred income taxes................................................... 512 3,153
____________ ____________
Total current assets.................................. 99,353 148,758
____________ ____________
Property and equipment, net............................................. 59,109 120,600
Deferred income taxes .................................................. 11,187 11,114
Goodwill, net........................................................... 40,110 94,381
Other assets............................................................ 1,925 11,027
____________ ____________
Total assets.......................................... $ 211,684 $ 385,880
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable........................................................... $ 3,638 $ 14,376
Current portion of long-term debt ..................................... 759 10,793
Current portion of capitalized lease obligations........................ 3,032 4,934
Trade accounts payable.................................................. 18,775 27,322
Income taxes payable.................................................... 3,815 8,398
Accrued wages, salaries and bonuses..................................... 14,812 14,120
Accrued operating expenses.............................................. 9,026 22,984
Deferred revenue and other ............................................. 8,660 6,286
____________ ____________
Total current liabilities............................. 62,517 109,213
____________ ____________
Long-term debt, excluding current portion................................. 1,720 102,505
Capitalized lease obligations, excluding current portion.................. 3,141 12,983
Purchase price payable.................................................... 15,928 --
Deferred compensation..................................................... 1,461 1,407
Minority interest......................................................... 192 1,384
Commitments and contingencies
Stockholders' equity:
Common stock, voting, $.001 par value 200,000,000 shares authorized,
58,875,660 and 63,099,597 shares issued and outstanding in 1996 and
1997, respectively...................................................... 59 63
Paid-in capital......................................................... 117,736 155,326
Currency exchange adjustment............................................ 1,311 (6,487)
Unrealized gain on marketable securities, net of taxes.................. 1,017 72
Retained earnings ...................................................... 6,602 9,414
____________ ____________
Total stockholders' equity............................ 126,725 158,388
____________ ____________
Total liabilities and stockholders' equity............ $ 211,684 $ 385,880
============ ===========
The accompanying notes are an integral part of the consolidated financial statements.
F-3
SITEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
For The Years Ended December 31,
__________________________________
1995 1996 1997
_________ _________ _________
(in thousands , except per share data)
Revenues................................................. $ 187,215 $ 312,750 $ 491,474
_________ _________ _________
Operating expenses:
Cost of services.................................... 101,617 163,717 270,942
Selling, general and administrative expenses........ 69,213 120,695 185,589
Special compensation expense........................ 34,585 -- --
Restructuring expenses.............................. -- -- 15,681
_________ _________ _________
Total operating expenses................ 205,415 284,412 472,212
_________ _________ _________
Operating income (loss)................ (18,200) 28,338 19,262
_________ _________ _________
Other income (expense):
Transaction related expenses........................ -- (6,988) --
Interest income..................................... 613 1,108 561
Interest expense.................................... (1,315) (1,335) (5,657)
Other income........................................ 118 32 126
_________ _________ _________
Total other income (expense)............ (584) (7,183) (4,970)
_________ _________ _________
Income (loss) before income taxes and minority interest... (18,784) 21,155 14,292
Income tax expense (benefit).............................. (6,593) 10,221 11,306
Minority interest......................................... 1,262 77 174
_________ _________ _________
Net income (loss)........... ............ $ (13,453) $ 10,857 $ 2,812
========= ========= =========
Income (loss) per common share:
Basic................................................ $ (0.33) $ 0.19 $ 0.05
Diluted.............................................. (0.29) 0.16 0.04
Weighted average common shares outstanding:
Basic................................................ 40,565 57,793 61,764
Diluted.............................................. 46,477 65,929 68,811
The accompanying notes are an integral part of the consolidated financial statements.
F-4
SITEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For The Years Ended December 31, 1995, 1996, and 1997
Class A Class B Class C Options Less
Common Common Common Common Deferred
(dollars in thousands) Stock Stock Stock Stock Compensation
_______ _______ ________ _____ ____________
Balance, December 31, 1994........................ $ 20 $ 11 $ 1 $ -- $ 82
Issuance of 100,592 shares of Class C common stock
less 80,472 shares subject to put option......... -- -- -- -- --
Special compensation - option issues.............. -- -- -- -- (82)
Accretion of put option........................... -- -- -- -- --
Conversion of 20,263,458 shares of Class A,
10,660,000 shares of Class B, and 739,652 shares
of Class C common into a single class of common
stock due to reincorporation...................... (20) (11) (1) 32 --
Issuance of 7,600,000 shares of common stock, net
of offering expenses.............................. -- -- -- 8 --
Cancellation of the put option on 3,070,584
shares............................................ -- -- -- 3 --
Transaction by pooled companies:
Issuance of 8,507,904 shares of common stock.... -- -- -- 8 --
Currency exchange adjustment...................... -- -- -- -- --
Net loss.......................................... -- -- -- -- --
_______ _______ _______ ______ ____________
Balance , December 31, 1995....................... -- -- -- 51 --
Issuance of 5,982,220 shares of common stock, net
of offering expenses.............................. -- -- -- 6 --
Issuance of 1,719,642 shares of common stock for
options exercised................................. -- -- -- 2 --
Tax benefit of stock options exercised............ -- -- -- -- --
Transactions by pooled companies:
Issuance of 332,196 shares of common stock...... -- -- -- -- --
Currency exchange adjustment...................... -- -- -- -- --
Change in unrealized gain, net of taxes........... -- -- -- -- --
Net income........................................ -- -- -- -- --
_______ _______ _______ ______ ____________
Balance , December 31, 1996....................... -- -- -- 59 --
Issuance of 1,891,562 shares of common stock for
options exercised................................. -- -- -- 2 --
Tax benefit of stock options exercised........... -- -- -- -- --
Issuance of 2,332,375 shares of common stock for
acquisitions.................................... -- -- -- 2 --
Currency exchange adjustment..................... -- -- -- -- --
Change in unrealized gain, net of taxes.......... -- -- -- -- --
Net income....................................... -- -- -- -- --
_______ _______ _______ ______ ____________
Balance , December 31, 1997....................... $ -- $ -- $ -- $ 63 $ --
======= ======= ======= ====== ============
Unrealized
Currency Gain on Retained Total
Paid-in Exchange Marketable Earnings Stockholders'
Capital Adjustment Securities (Deficit) Equity
_______ __________ __________ _________ _____________
Balance, December 31, 1994........................ $ 3,285 $ 42 $ -- $ 9,411 $ 12,852
Issuance of 100,592 shares of Class C common stock
less 80,472 shares subject to put option......... 59 -- -- -- 59
Special compensation - option issues.............. 34,707 -- -- -- 34,625
Accretion of put option........................... -- -- -- (213) (213)
Conversion of 20,263,458 shares of Class A,
10,660,000 shares of Class B, and 739,652 shares
of Class C common into a single class of common
stock due to reincorporation..................... -- -- -- -- --
Issuance of 7,600,000 shares of common stock, net
of offering expenses............................. 23,163 -- -- -- 23,171
Cancellation of the put option on 3,070,584
shares........................................... 2,797 -- -- -- 2,800
Transaction by pooled companies:
Issuance of 8,507,904 shares of common stock...... 5,519 -- -- -- 5,527
Currency exchange adjustment...................... -- 12 -- -- 12
Net loss.......................................... -- -- -- (13,453) (13,453)
_______ __________ __________ _________ _____________
Balance , December 31, 1995....................... 69,530 54 -- (4,255) 65,380
Issuance of 5,982,220 shares of common stock, net
of offering expenses............................. 42,239 -- -- -- 42,245
Issuance of 1,719,642 shares of common stock for
options exercised................................ 92 -- -- -- 94
Tax benefit of stock options exercised............ 5,040 -- -- -- 5,040
Transactions by pooled companies:
Issuance of 332,196 shares of common stock....... 835 -- -- -- 835
Currency exchange adjustment...................... -- 1,257 -- -- 1,257
Change in unrealized gain, net of taxes........... -- -- 1,017 -- 1,017
Net income........................................ -- -- -- 10,857 10,857
_______ __________ __________ _________ _____________
Balance , December 31, 1996....................... 117,736 1,311 1,017 6,602 126,725
Issuance of 1,891,562 shares of common stock for
options exercised................................ 226 -- -- -- 228
Tax benefit of stock options exercised............ 7,685 -- -- -- 7,685
Issuance of 2,332,375 shares of common stock for
acquisitions..................................... 29,679 -- -- -- 29,681
Currency exchange adjustment...................... -- (7,798) -- -- (7,798)
Change in unrealized gain, net of taxes........... -- -- (945) -- (945)
Net income........................................ -- -- -- 2,812 2,812
_______ __________ _ __________ _________ _____________
Balance , December 31, 1997....................... $ 155,326 $ (6,487) $ 72 $ 9,414 $ 158,388
======= ========== ========== ========= =============
The accompanying notes are an integral part of the consolidated financial statements.
F-5
SITEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands) For The Years Ended December 31,
_________________________________________
1995 1996 1997
___________ ___________ ___________
Cash flows from operating activities:
Net income (loss)....................................... $ (13,453) $ 10,857 $ 2,812
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Special compensation expense....................... 34,585 -- --
Restructuring provision............................ -- -- 15,513
Depreciation and amortization...................... 7,090 13,256 28,687
Provision for deferred income taxes................ (12,219) 1,823 (1,498)
Deferred compensation.............................. 70 557 (53)
Gain on sale of marketable securities.............. -- -- (407)
Forgiveness of loans receivable from related
parties.......................................... 449 -- --
Change in assets and liabilities:
Trade accounts receivable.................... (9,408) (17,083) (36,977)
Other assets................................. (716) 4,060 (7,677)
Trade accounts payable....................... 4,302 6,662 5,694
Other liabilities............................ 4,573 15,711 12,920
___________ ___________ ___________
Net cash provided by operating activities. 15,273 35,843 19,014
___________ ___________ ___________
Cash flows from investing activities:
Purchases of property and equipment............... (13,279) (39,954) (69,437)
Proceeds from sales of property and equipment..... 126 199 2,711
Acquisitions, net of cash required................ -- (27,936) (47,023)
Settlement of purchase price payable.............. -- -- (13,934)
Investments in marketable securities.............. (22,196) (63,793) --
Sale of marketable securities..................... 9,150 76,840 558
Changes in other assets........................... (349) (380) (4,228)
___________ ___________ __________
Net cash used in investing activities....... (26,548) (55,024) (131,353)
___________ ___________ __________
Cash flows from financing activities:
Borrowings on notes payable........................ 21,929 17,169 83,307
Repayments of notes payable........................ (21,429) (16,026) (68,440)
Borrowings on long-term debt...................... 7,319 500 360,398
Repayment of long-term debt........................ (13,237) (2,048) (260,499)
Repayment of note payable to related party......... (492) -- --
Repayment of redeemable preference shares.......... (464) (2,075) --
Common stock issued, net of expenses............... 23,171 42,339 228
Payments on capital lease obligations.............. (2,449) (259) (2,211)
Other.............................................. 800 -- 900
___________ ___________ ___________
Net cash provided by financing activities.... 15,148 39,600 113,683
___________ ___________ ___________
Effect of exchange rates on cash.......................... (104) 760 (2,769)
___________ ___________ ___________
Net increase (decrease)in cash............... 3,769 21,179 (1,425)
Cash and cash equivalents, beginning of year.............. 762 4,531 25,710
___________ ___________ ___________
Cash and cash equivalents, end of year.................... $ 4,531 $ 25,710 24,285
=========== =========== ===========
Supplemental disclosures of cash flow information:
Interest paid..................................... $ 1,212 $ 846 $ 4,712
Income taxes paid................................. $ 4,170 $ 4,311 $ 7,859
Supplemental disclosures of non-cash investing and financing activities:
In 1995, upon completion of the IPO, the put option on common stock was canceled causing a reclassification
of $2,800 to stockholders' equity.
The tax benefit of stock options exercised was $5,040 and $7,685 in 1996 and 1997, respectively.
The Company incurred capitalized leases of $2,960, $2,101, and $13,225 in 1995, 1996 and 1997,
respectively.
The Company issued stock in connection with the acquisition of businesses with a value of $28, $5,498, and
$29,681 in 1995, 1996,and 1997
respectively.
The accompanying notes are an integral part of the consolidated financial statements.
F-6
SITEL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES:
(a) DESCRIPTION OF BUSINESS. SITEL Corporation ("SITEL") and subsidiaries
(collectively, the "Company") provide outsourced telephone and interactive
customer service and sales programs on behalf of its clients in North America,
Europe, Asia Pacific and Latin America. The Company provides services to
clients principally in the insurance, financial services, telecommunications,
technology, media and entertainment, utilities, consumer, automotive and travel
and hospitality industries.
(b) PRINCIPLES OF CONSOLIDATION. The consolidated financial statements
include the financial statements of SITEL Corporation and its subsidiaries. All
significant intercompany accounts and transactions have been eliminated in
consolidation.
During 1996, the Company acquired all of the outstanding common stock of
National Action Financial Services, Inc. ("NAFS") by issuing 2,742,452 shares of
its common stock and all of the outstanding common stock of Mitre plc ("Mitre")
by issuing 18,341,106 shares of its common stock in two separate business
combinations accounted for using the pooling-of-interests method of accounting.
Accordingly, the consolidated financial statements for periods prior to each
business combination have been restated to include the accounts and results of
operations of NAFS and Mitre. No significant adjustments were required to
conform the accounting policies of the combining enterprises.
The results of operations previously reported by the separate enterprises
and the combined amounts presented in the accompanying consolidated financial
statements are summarized below:
(in thousands)
1995 1996
__________ __________
Revenues:
SITEL $ 120,617 $ 196,279
NAFS 8,258 15,685
Mitre 58,340 100,786
__________ __________
Combined $ 187,215 $ 312,750
========== ==========
Net income (loss)
SITEL $ (16,349) $ 6,016
NAFS 773 (1,132)
Mitre 2,123 5,973
__________ __________
Combined $ (13,453) $ 10,857
========== ==========
Transaction related expenses of approximately $0.7 million and $6.3 million
for the combinations with NAFS and Mitre, respectively, were expensed during
1996 at the closing of each transaction.
(c) TRANSLATION OF FOREIGN CURRENCIES. The translation of the applicable
foreign currencies into U.S. dollars is performed for balance sheet accounts
using current exchange rates in effect at the balance sheet date. Revenue and
expense accounts are translated using average exchange rates prevailing during
the year. Gains or losses resulting from currency translation are included in
stockholders' equity.
F-7
(d) REVENUE RECOGNITION. The Company recognizes revenues as services are
performed for its clients. Certain contracts allow for the provision of
services whereby the Company is able to invoice and receive payment for its
services in advance of the performance of those services. Such advance payments
are recorded as deferred revenue until such time as the services are performed.
(e) CASH EQUIVALENTS. Cash equivalents generally consist of highly
liquid debt instruments purchased with an original maturity of three months or
less.
(f) PROPERTY AND EQUIPMENT. Property and equipment are stated at cost.
Equipment under capital leases is stated at the present value of minimum lease
payments. Depreciation is calculated on the straight-line method over the
estimated useful lives of the assets which range from 3 to 20 years. Assets
recorded for leasehold improvements and under capital leases are amortized on a
straight-line basis over the shorter of the lease term or estimated useful life
of the asset.
(g) INVESTMENTS IN MARKETABLE SECURITIES. All marketable securities held
by the Company at December 31, 1996 and 1997, were classified as available-for-
sale and recorded at fair value. Unrealized holding gains and losses, net of
the related tax effect, on available-for-sale securities are excluded from
income and are reported as a separate component of stockholders' equity until
realized. Realized gains and losses from the sale of available-for-sale
securities are determined on a specific identification basis. Fair values are
estimated based upon quoted market values.
(h ) INCOME TAXES. Income taxes are accounted for under the asset and
liability method. Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit carryforwards. Deferred
tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date. Valuation allowances, if any, are established when
necessary to reduce deferred tax assets to the amount that is more likely than
not to be realized. Income taxes are not accrued for unremitted earnings of
international operations that have been, or are intended to be, reinvested
indefinitely.
(i) GOODWILL. Goodwill consists of the difference between the purchase
price incurred in acquisitions using the purchase method of accounting and the
fair value of net assets acquired and is being amortized using the straight-line
method over 25 years. Accumulated amortization of goodwill at December 31, 1996
and 1997 was $1.4 million and $5.0 million, respectively. The Company monitors
events and changes in circumstances which may require a review of the carrying
value of goodwill at each consolidated balance sheet date to assess
recoverability based on estimated undiscounted future operating cash flows.
Impairments are recognized in operating results when a permanent diminution in
value occurs based on fair value. The assessment of the recoverability of
goodwill will be impacted if estimated future operating cash flows are not
achieved.
(j) INCOME (LOSS) PER SHARE. The Company has adopted SFAS 128 "Earnings
Per Share" ("SFAS 128"), which has changed the method for calculating income per
share. SFAS 128 requires the presentation of "basic" and "diluted" income per
share on the face of the income statement. Prior period income per share data
has been restated in accordance with SFAS 128. Income per common share is
computed by dividing net income by the weighted average number of common shares
and common equivalent shares outstanding during each period, after giving
retroactive effect to the stock splits (see also Note 6) and business
combinations accounted for using the pooling-of-interests method of accounting.
F-8
Pursuant to Securities and Exchange Commission Staff Accounting Bulletin No. 98,
options to purchase common stock for nominal consideration are included in the
calculation of diluted income or loss per share, as if they were outstanding for
all of the pre-initial public offering periods.
The difference in shares utilized in calculating basic and diluted income
per share represents the number of shares issued under the Company's stock
option plans less shares assumed to be purchased with proceeds from the exercise
of the stock options. Due to the net loss in 1995, the anti-dilutive effect of
the Company's stock option plans is not included in the calculation of diluted
earnings per share except as noted above in relation to the Company's initial
public offering. There are no reconciling items between the Company's reported
net income or loss and net income or loss used in the computation of basic and
diluted income per share.
(k) USE OF ESTIMATES. The preparation of the consolidated financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and liabilities at
the date of the consolidated financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
(l) STOCK COMPENSATION. The Company recognizes stock-based compensation
expense using the intrinsic value method. Under that method, no compensation
expense is recorded if the exercise price of the employee stock options equals
or exceeds the market price of the underlying stock on the date of grant. For
disclosure purposes, pro forma net income and income (loss) per share are
provided as if the fair value method had been applied.
(m) FINANCIAL INSTRUMENTS. Fair values of cash and cash equivalents,
receivables, accounts payable, marketable securities, long term debt (primarily
with variable interest rates), capital leases and notes payable are estimated to
approximate carrying values due to the short maturities or other characteristics
of these financial instruments.
During 1997, the Company also entered into forward contracts designed to
manage the Company's exposure to fluctuations in the value of currencies of
certain foreign countries in which the Company has significant operations.
These contracts are marked to market with gains or losses recognized in the
Company's statements of income (loss) as other income (expense). The Company
had no unsettled forward contracts at December 31, 1997.
(n) RECLASSIFICATION. Certain amounts in 1996 have been reclassified to
conform with the current year presentation.
2. ACQUISITIONS:
In December 1995, the Company acquired all stock held by minority
stockholders in three subsidiaries of Mitre by issuing Mitre stock with a value
of approximately $5.5 million. The acquisition of the minority holdings was
accounted for using the purchase method of accounting. Accordingly, the
purchase price was allocated based on estimated fair values at the date of
acquisition. The excess of purchase price over the fair value of the net assets
acquired was approximately $4.8 million.
F-9
In February 1996, the Company acquired the teleservicing businesses of
C.T.C. Canadian Telephone Corporation and 2965496 Canada, Inc. (collectively,
"CTC") through purchases of certain assets and the assumption of certain
liabilities of each business for a purchase price of approximately $4.2 million,
including acquisition costs. The acquisition of CTC has been accounted for as a
purchase. Accordingly, the purchase price has been allocated to the assets and
liabilities acquired based upon their fair values at the date of acquisition and
the results of operations of CTC have been included in the consolidated results
of operations since the date of acquisition. Goodwill of approximately $4.2
million was recorded for the excess of purchase price over the fair value of net
assets acquired. Prior to the acquisition date, the results of operations of
CTC were not significant.
In June 1996, the Company acquired Teleaction S.A. ("Teleaction"), a
Spanish teleservicing company, through the payment of approximately $25 million
for 69.2% of the capital stock, and, an unconditional commitment (the "purchase
price payable") to close the purchase of the remaining 30.8% in June 1998. The
purchase price payable in 1996 includes an unconditional commitment to pay a
minimum of 1.4 billion Spanish pesetas (approximately US $10.8 million at
acquisition) plus additional amounts of contingent consideration based upon the
attainment of specified levels of earnings before interest, depreciation, and
income taxes as defined in the acquisition agreement. The Company accounted for
the transaction as an acquisition of all of the outstanding capital stock of
Teleaction because it acquired the risks and rewards of ownership except for the
contingent consideration, which has been accounted for as additional purchase
price paid. In the fourth quarter of 1997, the Company completed the
acquisition of the remaining 30.8% for approximately $14 million, a valuation
consistent with the terms of the original agreement. The Company accounted for
the acquisition as a purchase. Accordingly, the purchase price has been
allocated to assets and liabilities acquired based on their estimated fair
values at the date of acquisition and the results of operations of Teleaction
have been included in the consolidated results of operations since the date of
acquisition. As of December 31, 1997, the Company has recorded goodwill of
approximately $28.7 million for the excess of purchase price over net assets
acquired, including the additional payments made in the settlement of the
remaining purchase price payable during 1997.
In January 1997, the Company acquired all of the outstanding capital stock
of Telebusiness Holdings, a systems integration company based in Australia and
New Zealand. In February 1997, the Company acquired substantially all of the
assets of Exton Technology Group, a teleservicing technical support company
based in Madison, Wisconsin. In March 1997, the Company acquired all of the
outstanding stock of Levita Group Pty Ltd., an Australian based teleservicing
company, and all of the outstanding stock of L&R Group Limited, a United Kingdom
based teleservicing consulting firm. In May 1997, the Company acquired all of
the outstanding stock of Support Systems Developers, Inc., a teleservices
technical support company based in Vienna, Virginia. In July 1997, the Company
acquired all of the outstanding stock of Svanberg & Co. Intressenter AB, a
teleservices firm based in Sweden. In September 1997, the Company acquired all
of the outstanding stock of Telephone Marketing Services (Ireland), Ltd., a
teleservices firm based in Ireland. In November 1997, the Company acquired a 49%
equity interest in Grupo de Comercializacion Integrada S.A. de C.V. ("GCI"), a
teleservicing subsidiary of Corporacion Interamericana de Entretenimiento, S.A.
de C.V. ("CIE"), an event promotion and management company in Latin America.
The terms of the acquisition provide for the Company's effective control of GCI
through the Company's ability to elect a majority of the board of directors and
through responsibility of the board for the day-to-day operations of GCI.
Therefore, the Company has accounted for the transaction as an acquisition of a
subsidiary and consolidated the results of operations of GCI since the date of
acquisition. Under the terms of the acquisition, the other shareholder of GCI
is also provided certain protective rights which, in the opinion of management,
do not impair the Company's ability to effectively exercise its control over
F-10
GCI. Those protective rights include the ability of the other shareholder to
veto actions of the subsidiary resulting in its dissolution or reorganization,
its filing of bankruptcy or insolvency, sale of a significant portion of its
assets, amendment to its by-laws, issuance of additional capital stock or
significant reacquisition of its capital stock, and its contracting with related
parties among other rights.
The total cost of the Company's 1997 acquisitions was approximately $76.7
million, subject to certain adjustments and excluding transaction costs and
liabilities assumed. Included in the total cost was the issuance of
approximately 2.3 million shares of the Company's common stock valued at
approximately $29.7 million.
These 1997 acquisitions have been accounted for as purchases and
accordingly, the acquired assets and liabilities have been recorded at their
estimated fair values at the dates of acquisition, and the results of operations
have been included in the accompanying consolidated financial statements since
the dates of acquisition. The total purchase price in excess of the fair market
value of the net assets acquired was recorded as goodwill ($65.6 million).
The following pro forma information shows the results of the Company as
though the acquisitions described earlier for 1996 and 1997 occurred as of
January 1, 1996. These results include certain adjustments consistent with the
Company's policy related to amortization of intangible assets. These results
are not necessarily indicative of the results that actually would have been
obtained if the acquisitions had been in effect at the beginning of each period
or which may be attained in the future.
For the Years Ended December 31,
1996 1997
_________ _________
(in thousands, except per share data)
(unaudited)
Revenue $ 373,602 $ 510,553
Net income $ 9,348 $ 1,814
Income per common share:
Basic $ 0.16 $ 0.03
Diluted $ 0.14 $ 0.03
F-11
3. INVESTMENTS IN MARKETABLE SECURITIES:
The amortized cost, gross unrealized holding gains and fair value for
available-for-sale securities at December 31, 1996 and 1997 were as follows:
(in thousands)
Gross
Unrealized
Amortized Holding Fair
Cost Gains Value
_________ __________ ________
December 31, 1996
Equity securities $ 200 $ 1,540 $ 1,740
========= ========== ========
December 31, 1997
Equity securities $ 49 $ 110 $ 159
========= ========= ========
Proceeds from the sale of marketable securities available-for-sale were
$9.2 million, $76.8 million, and $0.6 million in 1995, 1996, and 1997,
respectively. Gross realized gains of $0.4 million were realized in 1997. No
gross realized losses were realized in 1997 and no gross realized gains or
losses were realized in 1995 and 1996.
4. PROPERTY AND EQUIPMENT:
Property and equipment at December 31, 1996 and 1997 consisted of the following:
(in thousands)
1996 1997
_______ _______
Telecommunications equipment $ 53,821 $ 89,067
Furniture, equipment, and other 25,343 43,985
Leasehold improvements 10,241 18,707
Buildings 4,063 19,591
Other 426 1,080
_______ _______
93,894 172,430
Less accumulated depreciation 34,785 51,830
_______ _______
$ 59,109 $ 120,600
======= =======
F-12
5. LONG-TERM DEBT:
Long-term debt at December 31, 1996 and 1997, consisted of the following:
(in thousands)
For The Years Ended December 31,
________________________________
1996 1997
_______ _________
Long-term revolving credit facility at variable
interest rates (6.52% at December 31, 1997) due
in July, 2002................................... $ -- $ 99,500
Various notes payable acquired at acquisition of
GCI, with variable interest rates (22.0% at
December 31, 1997) ............................. -- 3,859
8% note payable in monthly installments,
including interest, secured by property......... 1,270 --
Other notes payable with weighted-average
interest rates of 6.4% and 6.6% in 1996 and
1997, respectively; secured by property and
equipment and non domestic accounts 1,209 9,939
receivable...................................... _______ _________
2,479 113,298
Less current portion............................ 759 10,793
_______ _________
Total........................................... $ 1,720 $ 102,505
======= =========
In July 1997, the Company reached agreement with a syndicate of commercial
banks for the long-term $150 million revolving credit facility noted above. The
facility provides for interest payable quarterly and a variable commitment fee
on any unused balances. The obligations of the Company under the facility have
been guaranteed by the Company's domestic subsidiaries and are secured by a
pledge of the Company's shares in such subsidiaries and certain other foreign
subsidiaries. The facility contains certain financial covenants and certain
restrictions on, among other things, the Company's ability to incur additional
debt, make certain investments, and sell assets or merge with another company.
The facility also prohibits the payment of cash dividends on common stock
without the banks' consent. The facility becomes due and payable upon a change
of control of the Company as defined in the facility agreement. At December 31,
1997, the Company was in compliance or has obtained waivers for all of these
covenants and restrictions.
Additionally, several international lines of credit are available to fund
local working capital requirements. The maximum borrowings under these
facilities are approximately $33.1 million. At December 31, 1997, the total
amount of notes payable outstanding under these facilities approximated $14.4
million with a weighted-average interest rate of 7.3%.
Including unused lines of credit in Europe, the Company had unused lines of
credit totaling approximately $69.2 million at December 31, 1997.
F-13
The aggregate maturities of long-term debt for each of the five years
following December 31, 1997 are as follows:
(in thousands)
Maturities of
Year Ending December 31, Long-term Debt
________________________ ______________
1998 $ 10,793
1999 1,926
2000 518
2001 165
2002 and thereafter 99,896
Redeemable preference shares were issued by Mitre and certain subsidiaries
of Mitre prior to the acquisition by the Company. The shares were generally
redeemable at par in equal installments at the option of the holder, and paid
cumulative dividends of 7.5% to 10%. As a result of the acquisition of Mitre,
substantially all of the shares were redeemed.
6. COMMON STOCK:
On May 13, 1996, the Company effected a two-for-one stock split to
shareholders of record on May 3, 1996. On October 21, 1996, the Company
effected a second two-for-one stock split to shareholders of record on October
14, 1996. Both of these stock splits have been given retroactive effect in the
accompanying consolidated financial statements.
In May 1995, the Company was reincorporated in the State of Minnesota. As
part of the reincorporation, each outstanding share of Class A, Class B, and
Class C common stock was converted automatically to 2.5 shares of new $.001 par
value common stock.
During June 1995, the Company completed an initial public offering ("IPO")
of its common stock. In that IPO, the Company issued 7,600,000 shares at a
price of $3.38 per share, as adjusted for subsequent stock splits. Net proceeds
of approximately $23.2 million were realized by the Company after deducting the
underwriting discount and offering costs.
Prior to its IPO, the Company's outstanding capital stock included
3,070,584 shares of Class C common stock that was issued with a put option in
connection with a previous acquisition of a business. The put option entitled
the shareholder to put those shares back to the Company between July 1, 1997 and
November 30, 1997 in exchange for a note payable of $4.5 million less the amount
of certain expenditures made by the stockholder relating to obligations not
assumed by the Company in that previous acquisition. The value of the put
option was being accreted by charges to retained earnings over the life of the
put option until its cancellation, which occurred concurrently with the
Company's IPO.
The Company completed an additional public offering of common stock in
February 1996. The Company sold 5,982,220 shares at a price of $7.50 per share,
as adjusted for the stock splits. Net proceeds of $42.3 million were realized
by the Company after deducting the underwriting discount and offering expenses.
F-14
7. INCOME TAXES:
For financial reporting purposes, income (loss) from continuing operations
before income taxes and minority interest includes the following components:
(in thousands)
For The Years Ended December 31,
_______________________________
1995 1996 1997
__________ __________ _________
Pretax income (loss):
United States $ (23,834) $ 8,653 $ 15,005
Foreign 5,050 12,502 (713)
__________ __________ _________
Total $ (18,784) $ 21,155 $ 14,292
========== ========== =========
The components of the provision for income tax expense (benefit) consists of:
(in thousands)
For The Years Ended December 31,
_________________________________
1995 1996 1997
_________ _________ _________
Current:
Federal $3,804 $3,929 $ 5,805
Foreign 1,681 4,529 7,112
State 141 (60) (113)
_________ _________ _________
5,626 8,398 12,804
Deferred:
Federal (12,203) 1,521 1,237
Foreign (16) 302 (2,735)
State -- -- --
_________ _________ __________
(12,219) 1,823 (1,498)
_________ _________ __________
Provision for income
tax expense (benefit)
$ (6,593) $10,221 $11,306
========= ========= =========
Certain of the income tax benefits related to the exercise of stock options
reduce taxes currently payable and are credited to paid-in capital. The amount
credited was approximately $5,040 and $7,685 in 1996 and 1997, respectively.
F-15
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities are presented
below:
(in thousands)
For The Years Ended December 31,
________________________________
1996 1997
________ ________
Deferred tax assets:
Accrued compensation and other liabilities $ 11,198 $ 10,362
Net operating loss and other credit carryforwards 2,558 1,846
Deferred tax items related to international operations 320 2,433
Other 297 346
________ ________
Total deferred tax assets
14,373 14,987
________ ________
Deferred tax liabilities:
Deferred tax items related to international operations 1,137 --
Leased assets and depreciation 640 319
Unrealized gain on marketable securities 523 37
Other 374 364
_______ ______
Total deferred tax liabilities 2,674 720
_______ ______
Net deferred tax assets $ 11,699 $ 14,267
======= ======
Based upon the Company's current and historical pretax earnings, adjusted
for significant deductions available from the exercise of nonqualified stock
options, management believes that it is more likely than not that the Company
will generate sufficient taxable income to fully realize the benefits of its
recorded deferred tax assets.
Undistributed earnings of international consolidated subsidiaries for which
no deferred income tax provision has been made for possible future remittances
totaled approximately $5.6 million at December 31, 1997. Substantially all of
this amount represents earnings reinvested as part of the Company's ongoing
business. It is not practical to estimate the amount of U.S. taxes that might
be payable on the eventual remittance of such earnings. On remittance, certain
countries impose withholding taxes that, subject to certain limitations, are
then available for use as tax credits against a U.S. tax liability, if any.
The Company estimates withholding taxes of approximately $0.5 million would be
payable upon remittance of those earnings. At December 31, 1997, the Company
had U.S. Federal net operating loss carryforwards of approximately $1.3 million,
which will expire in 2004. At December 31, 1997, the Company had alternative
minimum tax credit carryforwards of approximately $1.4 million.
F-16
The difference between the Company's income tax expense (benefit) as
reported in the accompanying consolidated financial statements and that which
would be calculated applying the U.S. Federal income tax rate of 34% on pretax
income, less minority interest, is as follows:
(in thousands)
For The Years Ended December 31,
________________________________
1995 1996 1997
_______ _______ _______
Expected Federal income taxes $ (6,816) $ 7,166 $ 4,859
State taxes, net of Federal effects 93 (40) (74)
Amortization of goodwill 18 266 159
Impact of foreign operations 4 438 1,278
Merger related costs -- 2,257 --
State incentive tax credits (See
note 14) -- -- 1,446
Impairment losses on intangible
assets -- -- 3,400
Other 108 134 238
_______ _______ _______
Total $ (6,593) $ 10,221 $ 11,306
======= ======= =======
8. LEASE OBLIGATIONS:
The Company is obligated under various capital leases for property and
certain equipment that expire at various dates through 2015. Capitalized leased
equipment included in property and equipment was approximately $7.3 million and
$17.8 million at December 31, 1996 and 1997, respectively, net of accumulated
amortization.
The Company also leases property and certain equipment under noncancelable
operating lease arrangements which expire at various dates through 2015. Rent
expense was approximately $3.8 million, $6.7 million, and $15.4 million for the
years ended December 31, 1995, 1996 and 1997, respectively. Certain leases of
real property provide options to extend the lease terms.
Future minimum lease payments under noncancelable operating leases and
future minimum capital lease payments as of December 31, 1997 are as follows:
(in thousands)
Capital Operating
Leases Leases
________ _________
Year ending December 31,
1998 $ 6,406 $ 17,737
1999 4,116 16,008
2000 1,604 14,464
2001 934 12,991
2002 and thereafter 9,625 10,586
________ _________
22,685 $ 71,786
=========
Less amount representing interest 4,768
________
Present value of net minimum lease
obligations $ 17,917
========
F-17
9. STOCK-BASED COMPENSATION:
The Company has four stock option plans described as follows:
a) Stock Plan for Replacement of Existing Options ("Replacement Plan").
Under this plan, options for 4,541,780 shares were granted in 1995,
with an option price of $.0025 per share, as replacements for
3,110,000 options outstanding at February 28, 1995.
b) Stock Option Plan ("EEB Replacement Plan"). Under this plan, options
for 7,381,720 shares were granted in 1995, with an option price of
$.0025 per share, as replacements for the Company's employee equity
benefit plan ("EEB Plan"). The EEB Plan had 12,655,000 units
outstanding with base values ranging from $.85 to $1.71. With
respect to both the Replacement Plan and the EEB Replacement Plan, the
following applies: Options are exercisable in five equal annual
installments from January 1996 to May 2000. The Company recorded
these option grants to 265 employees at the estimated fair value at
date of grant ($2.91), with a corresponding charge to special
compensation expense totaling $34.6 million in 1995. All options
granted were vested as of the date of grant. No further options will
be granted under these plans.
c) 1995 Employee Stock Option Plan ("Employee Plan"). The Employee Plan
provides for the granting of various types of incentive awards
(including incentive stock options, nonqualified options, stock
appreciation rights, restricted shares, and performance shares or
units) for the issuance of up to an aggregate of 9,800,000 shares of
common stock to employees and independent consultants of the Company
and its subsidiaries. Vesting terms vary with each grant, and option
terms may not exceed ten years. Option prices, set by the Compensation
Committee of the Board of Directors, may not be less than the fair
market value at date of grant for incentive stock options or less than
par value for nonqualified stock options. At December 31, 1997, there
were approximately 2.5 million shares available for issuance pursuant
to future grants under the Employee Plan.
d) 1995 Non-Employee Directors Stock Option Plan ("Directors Plan"). The
Directors Plan provides for automatic formula grants of nonqualified
options to each independent director of the Company. Each independent
director is granted options to purchase 18,000 shares of common stock
upon election or re-election to a three-year term on the Board of
Directors. Option prices equal the fair market value of the common
stock on the date of grant. Options vest and become exercisable in
three equal annual installments commencing one year after grant. The
Directors Plan is administered by the Board members who are not
eligible to participate in the plan. At December 31, 1997, there were
224,000 shares available for issuance pursuant to future grants under
the Directors Plan.
All four plans require optionees to enter into certain voting and resale
agreements which place certain restrictions on actions of the optionee.
F-18
Additional information as to shares subject to options is as follows:
Weighted-
Average
Number of Exercise Price
Options per Option
____________ _______________
Balance, January 1,1995 - -
Granted 12,539,500 $ .29
Exercised - -
Canceled - -
____________ _______________
Balance, December 31,1995 12,539,500 .29
Granted 5,608,462 15.39
Exercised (1,719,642) .05
Canceled (50,908) 15.75
____________ _______________
Balance, December 31,1996 16,377,412 .44
Granted 6,478,211 13.08
Exercised (1,891,562) .12
Canceled (5,343,144) 15.69
____________ _______________
Balance, December 31,1997 15,620,917 $ 5.78
============ ===============
Exercisable at December 31,1997 1,614,601 $ 2.38
============ ===============
The number of options granted and canceled in 1997 includes the effect of
an amendment to the terms of pre-existing option agreements for 4,222,405
options issued under the 1995 Plan. The amendment to the terms of the options
lowered the exercise prices to prevailing market values of the common stock and
altered the conditions for accelerated vesting of the options.
The following table summarizes information about stock options outstanding
at December 31, 1997.
Options Outstanding Options Exercisable
__________________________________ ________________________
Weighted-
Number Average Weighted- Weighted
Range of Outstanding Remaining Average Exercisable Average
Exercise at Contractual Exercise at Exercise
Prices 12/31/97 Life Price 12/31/97 Price
________________ __________ _____________ _________ ___________ ____________
$.0025 8,343,496 2.41 $.0025 1,188,522 $.0025
$4.39 to $12.38 1,517,458 6.09 $ 8.84 262,200 $ 6.04
$12.50 4,197,797 8.21 $12.50 113,419 $12.50
$12.75 to $15.75 1,098,926 8.07 $15.10 38,460 $15.54
$16.50 to $20.50 463,240 9.01 $16.94 12,000 $19.50
The per share weighted-average fair value of stock options granted during
1995, 1996, and 1997, was $2.16, $7.84, and $7.72, respectively, on the date of
grant using the Black-Scholes option-pricing model with the following weighted-
average assumptions: expected dividend yield 0.0%, expected volatility factor
30.0%, risk-free interest rate of 5.82%, 6.48%, and 6.31% in 1995, 1996, and
F-19
1997, respectively, and an expected life of 5 years, 8.62 years, and 9.04 years
in 1995, 1996, and 1997, respectively.
Had the Company determined compensation cost based on the fair value at the
grant date for its stock options under SFAS No. 123, the Company's net income
(loss) and income (loss) per share would have been reduced to the pro forma
amounts indicated below:
(in thousands, except per share data)
For The Years Ended December 31,
______________________________
1995 1996 1997
________ _______ _______
Net income (loss): As Reported $(13,453) $10,857 $ 2,812
Pro Forma (13,493) 10,186 (1,473)
Income (loss) per share: As Reported
Basic $ (0.33) $ 0.19 $ 0.05
Diluted (0.29) 0.16 0.04
Pro Forma
Basic $ (0.33) $ 0.18 $(0.02)
Diluted (0.29) 0.15 (0.02)
In June 1995, NAFS entered into an agreement with one employee whereby the
Company committed to grant options amounting to 2% of the common stock of NAFS
to the employee in connection with his initial employment contract. In May
1996, NAFS fulfilled this commitment by issuing the options and recording
compensation expense, which has been classified as selling, general, and
administrative expense, of approximately $0.6 million.
10. RELATED PARTY TRANSACTIONS:
For the period of December 1994 to June 30, 1996, a common shareholder of
NAFS held 30,000 shares of Series A redeemable preference shares in the amount
of $0.3 million and earning dividends at a rate of 10% per annum, payable
quarterly. Each share of preference stock was convertible into shares of NAFS
common stock and was converted to common stock prior to the merger of SITEL and
NAFS. The same NAFS common shareholder held an installment note payable of $0.5
million, bearing interest at 10%, and secured by the assets subordinate to the
bank debt for the period of December 1994 to June 30, 1996. The debt included
contingent warrants that allowed for the issuance of stock to purchase a
percentage of the Company's outstanding common stock contingent upon the number
of months required to repay the note payable. In connection with the merger of
SITEL and NAFS, the note payable was repaid and the contingent warrants were
canceled.
11. BENEFIT PLANS:
The Company's 401(k) plan, formed in January 1994, covers substantially all
domestic employees who are 18 years of age with 60 days or more of service.
Participants may elect to contribute 1% to 17% of compensation. The Company may
elect to make a year end contribution to the 401(k) plan. Company contributions
to the plan were $50,000 in 1996. No contributions were made in 1995 and 1997.
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Effective May 15, 1994, the Company adopted a deferred compensation plan
for certain executive employees, who elect to contribute to the plan. The
Company may voluntarily match all or a portion of the participants'
contributions. Participants are 100% vested in their contributions and the
Company's contributions vest over a 15-year period. No contributions were made
to the plan in 1995, 1996, and 1997.
12. SEGMENT DATA:
The Company's operations are primarily conducted in one business segment.
A summary of the Company's operations by geographic area follows.
(in thousands)
For The Years Ended December 31,
________________________________
1995 1996 1997
____________ ___________ __________
REVENUE:
- North America $ 128,875 $ 184,366 $ 261,240
- Europe 58,340 128,384 200,291
- Other - - 29,943
____________ ___________ __________
$ 187,215 $ 312,750 $ 491,474
============ =========== ==========
OPERATING INCOME (LOSS)
- North America $ (23,872) $ 14,455 $ 18,412
- Europe 5,672 13,883 15,499
- Other - - (14,649)
____________ ___________ __________
$ (18,200) $ 28,338 $ 19,262
============ =========== ==========
IDENTIFIABLE ASSETS:
- North America $ 96,440 $ 179,951
- Europe 115,244 157,806
- Other - 48,123
___________ __________
$ 211,684 $ 385,880
=========== ==========
13. CONTINGENCIES:
From time to time, the Company is involved in litigation incidental to its
business. In the opinion of management, no litigation to which the Company is
currently a party is likely to have a materially adverse effect on the Company's
results of operations, financial condition, or cash flows, if decided adversely
to the Company.
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14. RESTRUCTURING AND IMPAIRMENT OF ASSETS:
In the fourth quarter of 1997, the Company recorded provisions of $15.7
million for restructuring expenses. Included in this charge are impairment
losses on long-lived assets of $11.0 million, severance and other costs of $3.6
million, and costs related to losses on contractual obligations of $1.1
million. The Company's restructuring plan commitments in 1997, which are
expected to be fully completed in 1998, included the following initiatives:
* Concurrent with the decision to pursue a new joint-venture equity partner
in the Asia Pacific region, management committed to pursue strategic
alternatives for certain other operations in 1998. The carrying value of
related assets was reduced to fair value based upon estimates of selling
values less costs of disposal. The resulting impairment loss of
approximately $10.0 million was recorded in the fourth quarter of 1997.
The Company also accrued certain other costs of $0.5 million related to
this initiative. Revenues and operating loss of these operations were
approximately $3.5 million and $1.2 million, before the effects of these
charges, in 1997.
* Management committed to plans to relocate the Company's corporate
headquarters and to close or consolidate certain under-performing call
centers. Costs incurred as a result of these plans consist principally of
commitments related to abandoned or excess space for leased facilities of
approximately $1.1 million and impairment losses of $1.0 million which were
recorded by the Company for obsolete technology to record these assets at
their estimated fair value, less costs of disposal. The Company also
incurred severance and other costs of $0.2 million related to this plan.
The plan to close under-performing call centers also affected management's
assessment of the carrying value of certain deferred tax assets of $1.4
million originating from state incentive tax credits related to employment
incentives. These deferred tax assets were expensed in the fourth quarter
of 1997 because management believes that it is more likely than not that
these benefits will ultimately not be utilized. (See note 7.)
* Management committed to a plan to reorganize its corporate management in
Europe. The substantial majority of costs related to this plan are
severance costs of $2.8 million, which are accrued and unpaid at December
31, 1997. The Company also incurred other costs of $0.1 million related to
this plan.
After income taxes, these actions reduced fiscal year 1997 earnings by $15.7
million or $0.23 per diluted share.
15. SUBSEQUENT EVENTS:
On March 10, 1998, the Company completed the private placement of $100
million of 9.25% Senior Subordinated Notes due 2006 (the "Notes"). The proceeds
from the offering were used to repay borrowings outstanding under the Company's
long term revolving credit facility (the "Credit Facility" - see Note 5), which
was also amended on that date. No significant gain or loss was recognized as a
result of this refunding.
The Notes, which include interest payable semiannually, are general
unsecured obligations of the Company and will be subordinated in right of
payment to all existing and future senior debt of the Company. The Notes are
guaranteed by certain of the Company's subsidiaries and contain certain
covenants that limit the ability of the Company and certain of its subsidiaries
to, among other things, incur additional indebtedness, pay dividends or make
certain other restricted payments, consummate certain asset sales, enter into
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certain transactions with affiliates, incur liens, merge or consolidate with
another company and sell or otherwise dispose of all or substantially all of the
assets of the Company.
The Notes are redeemable, at the Company's option, in whole or in part from
time to time on or after March 15, 2002. If redeemed during the twelve-month
period commencing on March 15 of the year set forth below, the redemption prices
are as follows, plus in each case, accrued and unpaid interest thereon, if any,
to the date of redemption:
Year Percentage
____ __________
2002................... 104.625%
2003................... 103.083%
2004................... 101.542%
2005 and thereafter......100.000%
In addition, the Company may redeem up to 35% of the aggregate principal
amount of the Notes at any time on or prior to March 15, 2001 at 109.25% of the
principal amount thereof, plus accrued interest to the date of redemption, from
the net proceeds of one or more public equity offerings, as defined. Also, upon
a change of control of the Company, as defined, the Company may be required to
repurchase the Notes at a price equal to 101% of the principal amount thereof,
plus accrued interest to the date of repurchase.
The Company also reached an agreement with a syndicate of commercial banks
to amend the Company's existing Credit Facility to limit borrowings under the
Credit Facility to an amount based upon a percentage of the Company's eligible
domestic accounts receivable, as defined, up to $75 million. Certain of the
financial covenants and restrictions were amended and the Company's eligible
domestic accounts receivable were pledged as security.
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INDEPENDENT AUDITORS' REPORT ON THE
FINANCIAL STATEMENT SCHEDULE
The Board of Directors
SITEL Corporation:
Under date of February 17, 1998, except note 15 which is as of March 10, 1998,
we reported on the consolidated balance sheets of SITEL Corporation and
subsidiaries as of December 31, 1996 and 1997, and the related consolidated
statements of income (loss), stockholders' equity, and cash flows for each of
the years in the three-year period ended December 31, 1997. These consolidated
financial statements and our report thereon are incorporated by reference in the
annual report on Form 10-K for the year ended December 31, 1997. In connection
with our audits of the aforementioned financial statements, we also audited the
related financial statement schedule in the Form 10-K. This financial statement
schedule is the responsibility of the Company's management. Our responsibility
is to express an opinion on this financial statement schedule based on our
audits.
In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole. present fairly,
in all material respects, the information set forth therein.
/S/KPMG PEAT MARWICK LLP
Omaha, Nebraska
February 17, 1998
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SITEL CORPORATION AND SUBSIDIARIES
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(dollars in thousands)
ACCOUNTS
BEGINNING BAD DEBT CHARGED TO ENDING
DESCRIPTION BALANCE EXPENSE ALLOWANCE BALANCE
________________________________ _________ _________ ___________ _______
Allowance for doubtful accounts
for trade receivables
Year ended December 31, 1995 $846 422 331 $937
Allowance for doubtful accounts
for trade receivables
Year ended December 31, 1996 $937 2,845 594 $3,188
Allowance for doubtful accounts
for trade receivables
Year ended December 31, 1997 $3,188 2,410 499 $5,099
S-2