Item 2.05 Costs Associated with Exit or Disposal Activities.
On June 30, 2009, Sykes Enterprises, Incorporated (the "Company") committed
to a plan (the "Plan") to sell or close its Employee Assistance and Occupational
Health operations in Calgary, Alberta, Canada, which was originally acquired on
March 1, 2005 when the Company purchased the shares of Kelly, Luttmer &
Associates Limited ("KLA"). Total cash consideration paid was approximately
$3.2 million. The purchase price resulted in a purchase price allocation to net
assets of $0.2 million, purchased intangible assets of $2.4 million (primarily
customer relationships) and goodwill of $0.6 million. Upon review of KLA's
actual and forecasted operating results for 2009 and deterioration of the KLA
customer base and loss of key employees, management (with the approval of the
Finance Committee of the Board of Directors) determined to sell or dispose of
the KLA operations. The Company expects to sell or close the Calgary operations
on or before June 30, 2010.
The major costs expected to be incurred with the Plan to close the Calgary
operations are impairments of intangible assets (primarily customer
relationships) and goodwill and facility-related costs (primarily consisting of
those costs associated with the real estate lease) estimated at $2.1 million to
$2.8 million. The Company estimates $1.5 million to $1.8 million of the costs
associated with this closure will be non-cash impairment charges (as discussed
below), while approximately $0.6 million to $1.0 million will be cash
expenditures. The Company estimates that facility-related costs for the Calgary
closing will be approximately $0.5 million to $0.9 million to be paid through
the remainder of the lease term ending July 2012 and approximately $0.1 million
in one-time employee termination benefits. The exact timing and actual amounts
of the facility-related payments are dependent upon the Company's ability to
sublease these facilities. If the events and circumstances regarding the
Company's ability to sublease the facilities change, these estimates would
change.
Item 2.06 Material Impairments.
KLA intangible assets (primarily customer relationships) and goodwill - In
connection with the closure of the KLA operations described above, the Company
estimates it will incur non-cash impairment losses of approximately $0.9 million
to $1.2 million related to intangible assets (primarily customer relationships)
and $0.6 million related to goodwill. The exact timing and actual amounts of the
impairment charges are dependent upon the Company's ability to sell the KLA
business.
Investment in SHPS - In addition to the above mentioned impairment charge
related to KLA, on June 30, 2009, the Company estimated it will incur a non-cash
impairment loss of approximately $2.1 million on its noncontrolling ownership
interest in SHPS, Inc. ("SHPS"), which is accounted for at cost. In June 2009,
the Company received notice from SHPS that the shareholders of SHPS had approved
a merger agreement between SHPS and SHPS Acquisition, Inc., pursuant to which
the common stock of SHPS, including the common stock owned by us, would be
converted into the right to receive $0.000001 per share in cash. SHPS has
informed us that it believes the estimated fair value of the SHPS common stock
to be equal to such per share amount. As a result of this transaction and
careful
evaluation of the Company's legal options, the Company believes it is more
likely than not that we will not be able to recover the $2.1 million carrying
value of the investment in SHPS. Therefore, due to the decline in value that is
other than temporary, management will charge earnings for a non-cash impairment
loss of approximately $2.1 million as of June 30, 2009.
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