UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| (Mark One) | |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 29, 2002 |
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| OR | |
o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to |
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| Commission file number: 0-26786 | |
APAC Customer Services, Inc.
(Exact name of registrant as specified in its charter)
| Illinois (State or other jurisdiction of incorporation or organization) |
36-2777140 (I.R.S. employer identification no.) |
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Six Parkway North Center, Suite 400, Deerfield, Illinois 60015 (Address of principal executive offices) |
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Registrant's telephone number, including area code: (847) 374-4980
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Shares, $0.01 Par Value
Indicate by check mark whether the Registrant (l) 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 ý No o
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.
Yes ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).
Yes o No ý
The aggregate market value of the Registrant's Common Shares held by non-affiliates was approximately $118,150,000, based on the last sale price as of March 14, 2003
As of March 14, 2003, 49,435,513 Common Shares were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the Registrant's Proxy Statement for Annual Meeting
of Shareholders to be held on June 6, 2003 are incorporated by reference into Part III of this Form 10-K
| PART I | 4 | ||||
| Item 1. | Business | 4 | |||
| General | 4 | ||||
| Services | 4 | ||||
| Clients | 4 | ||||
| Client Contracts | 5 | ||||
| Capacity Utilization | 5 | ||||
| Technology | 5 | ||||
| Sales and Marketing | 6 | ||||
| Human Resources | 6 | ||||
| Quality Assurance | 6 | ||||
| Competition | 7 | ||||
| Financial Information About Industry Segments | 7 | ||||
| Government Regulation | 7 | ||||
| Available Information | 8 | ||||
| Item 2. | Properties | 9 | |||
| Item 3. | Legal Proceedings | 10 | |||
| Item 4. | Submission of Matters to a Vote of Security Holders | 10 | |||
| Executive Officers of the Registrant | 10 | ||||
PART II |
12 |
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| Item 5. | Market for Registrant's Common Equity and Related Share Owner Matters | 12 | |||
| Item 6. | Selected Financial Data | 13 | |||
| Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 15 | |||
| Results of Operations | 15 | ||||
| Fiscal 2002 Compared to Fiscal 2001 | 16 | ||||
| Fiscal 2001 Compared to Fiscal 2000 | 17 | ||||
| Critical Accounting Policies and Estimates | 18 | ||||
| Revenue recognition | 18 | ||||
| Accounting for long-lived assets | 18 | ||||
| Allowance for doubtful accounts | 19 | ||||
| Accounting for employee benefits | 19 | ||||
| Income taxes | 19 | ||||
| New Accounting Pronouncements | 19 | ||||
| Liquidity and Capital Resources | 21 | ||||
| Quarterly Results | 22 | ||||
| Information Regarding Forward Looking Statements | 23 | ||||
| Client Concentration; Contract Terms; Client Industries | 23 | ||||
| Government Regulation | 24 | ||||
| Competitors; International Capacity; Potential Future Competing Technologies and Trends | 24 | ||||
| Reliance on Technology | 25 | ||||
| Dependence on Key Personnel | 25 | ||||
| Dependence on Labor Force | 25 | ||||
| Dependence on Telephone Service | 26 | ||||
| Potential Fluctuations in Quarterly Operating Results | 26 | ||||
| Risks Inherent in Conducting Business Internationally | 26 | ||||
| War and Terrorist Attack Could Disrupt Operations | 26 | ||||
| Volatility of Stock Price | 27 | ||||
| Control by Principal Share Owner | 27 | ||||
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| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 27 | |||
| Item 8. | Financial Statements and Supplementary Data | 28 | |||
| REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS (February 6, 2003) | 29 | ||||
| REPORT OF PREDECESSOR INDEPENDENT PUBLIC ACCOUNTANTS (January 30, 2002) | 30 | ||||
| MANAGEMENT'S REPORT | 31 | ||||
| CONSOLIDATED STATEMENTS OF OPERATIONS | 32 | ||||
| CONSOLIDATED BALANCE SHEETS | 33 | ||||
| CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY | 34 | ||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS | 35 | ||||
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | 36 | ||||
PART III |
53 |
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| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 53 | |||
| Item 10. | Directors and Executive Officers of the Registrant | 53 | |||
| Item 11. | Executive Compensation | 53 | |||
| Item 12. | Security Ownership of Certain Beneficial Owners and Management | 53 | |||
| Equity Compensation Plan Information | 53 | ||||
| Item 13. | Certain Relationships and Related Transactions | 54 | |||
PART IV |
55 |
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| Item 14. | Controls and Procedures | 55 | |||
| Item 15. | Exhibits, Financial Statement Schedules and Reports on Form 8-K | 55 | |||
SIGNATURES |
56 |
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CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 |
57 |
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS |
59 |
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Exhibit Index |
62 |
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General
APAC Customer Services, Inc. and its subsidiaries (collectively "APAC Customer Services", "APAC" or the "Company") is a leading provider of customer interaction solutions for market leaders in telecommunications, financial services, insurance, logistics and healthcare. To help its clients better manage their customer relationships, APAC Customer Services develops and delivers customer care and customer acquisition programs. The Company operates and manages approximately 7,500 workstations in 32 Customer Interaction Centers. The Customer Interaction Centers are managed centrally through the application of telecommunications and computer technology to promote the consistent delivery of quality service.
Services
Customer care. Customer care services include customer relationship management solutions, including inbound customer services, customer retention, direct mail response, "help" line support, and customer order processing. Certain customer care services utilize specialized customer service representatives, such as licensed insurance agents and licensed pharmacists, capable of responding to inquiries requiring subject matter expertise.
Customer care services involve the receipt, identification and routing of calls from a client's customers or prospects to the appropriate APAC customer service representatives. The caller typically uses a toll-free number to request product or service information, place an order for a product or service or obtain assistance regarding a client's products or services. APAC utilizes automated call distributors and digital switches to identify each inbound call by number and route the call to an APAC customer service representative trained for the client's specific program. Simultaneously with receipt of the call, the customer service representative's computer screen displays customer, product and service information relevant to the call. The Company reports information and results captured during the call to its client for order processing, customer service and database management.
Customer acquisition. Customer acquisition services involve an APAC sales representative calling a consumer or business prospect to offer the client's products or services. APAC receives prospect information electronically from its clients. APAC's data management system sorts the prospect information and delivers it to one or more of its Customer Interaction Centers. Computerized call-management systems utilizing predictive dialers automatically dial the telephone numbers, determine if a live connection is made, and present connected calls to sales representatives who have been specifically trained for the client's program. When a call is presented, the prospect's name, other information about the prospect and the program script simultaneously appear on the sales representative's computer screen. The sales representative then uses the script to solicit an order for the client's product or service or to request information, which will be added to the client's customer database. APAC's systems also often permit on-line monitoring of marketing campaigns, thereby allowing its clients to review performance and refine programs while in progress.
Clients
APAC directs its business development efforts primarily towards large companies with substantial customer care and/or customer acquisition needs. APAC often targets those companies that operate in high cost metropolitan areas, that are currently utilizing inefficient or expensive technology in their customer service and/or acquisition operations, or that have the greatest need for increased efficiencies.
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The Company's ten largest clients collectively accounted for 66.6% of the Company's net revenue in fiscal 2002. AT&T Broadband, which was acquired by Comcast Corporation ("Comcast") in December 2002, provided 11.6% of the Company's net revenues in 2002. When the Company's net revenues from AT&T Broadband, a former division of AT&T Corp., are aggregated with other revenues from AT&T Corp in 2002, the combined revenues for AT&T Corp. in 2002 accounted for 15.3% of the Company's net revenues. Two other clients were each responsible for over 10% of the Company's net revenues in 2002; United Parcel Service General Services, Inc. ("UPS") accounted for 12.6% of the Company's net revenues and Citigroup, Inc., accounted for 10.8% of the Company's net revenues.
For Comcast, APAC answers calls from consumers of cable and other service offerings. The Company also initiates calls in connection with Comcast's sales campaigns for cable and digital telephony subscription services. For UPS, the Company receives and resolves customer service inquiries and handles calls made in response to UPS' marketing efforts. The Company's contract with UPS is a facilities management contract, under which the Customer Interaction Center where the work is performed is owned by UPS, but is staffed and managed by the Company. For Citigroup the Company provides sales and service for Citigroup's credit card division involving both existing and new Citigroup credit card members. See "Client Concentration; Contract Terms; Client Industries" in "Information Regarding Forward-Looking Statements" in Part II.
Client Contracts
APAC provides services to its clients pursuant to written contracts, which generally provide for engagements of one to four years. Most client contracts for customer care services require adherence to a termination schedule allowing for the gradual reduction of services over a three- to six-month period in the event of termination. Contracts for customer acquisition services may generally be terminated or modified on short notice. The Company has, however, historically established long-term relationships with many of the clients for which it provides such services.
The client contracts generally require that clients be billed for the Company's services on the basis of time spent by the Company representatives providing services. The Company's services are also occasionally priced on a pay-for-performance basis, pursuant to which the Company typically receives fees that are a combination of base-rate plus fee per sale. The Company is often subject to performance standards, such as sales per hour, average handle time, occupancy rate and abandonment rate. The Company's performance against such standards may provide bonus opportunities or conversely may subject the Company to penalties. See "Client Concentration; Contract Terms; Client Industries" in "Information Regarding Forward-Looking Statements" in Part II.
Capacity Utilization
The Company's profitability is influenced significantly by its Customer Interaction Center capacity utilization. Customer care services tend to be utilized primarily during normal business hours on weekdays and to a limited extent on weekends. Customer acquisition services tend to be utilized primarily in the early evening hours on weekdays and to a limited extent on weekends. To maximize capacity utilization, the Company is increasingly operating its centers as "blended"introducing customer care programs into centers formerly dedicated to customer acquisition services and vice versa. The Company closely monitors the capacity utilization of its Customer Interaction Centers and considers the costs associated with maintaining excess capacity in relationship to the flexibility needed to quickly respond to incremental client demands.
Technology
APAC integrates call interaction management, database marketing and management information systems within its Customer Interaction Centers. APAC's multichannel customer relationship management
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platform, known as e.PAC®, is a best-of-breed application that leverages off-the-shelf applications, in-house developed software, and integrated reporting. e.PAC® provides a 360-degree view of the customer through the use of an integrated routing layer and a contact management application layer. Multiple communications channels are linked into the contact management layer to allow clients' customers to contact APAC using any communication medium they choose, including voice, e-mail, internet chat and web collaboration. e.PAC® incorporates PC-based workstations, object-oriented software modules, relational database management systems, call tracking and workforce management systems, computer telephony and internet based services integration.
The Company has developed a UNIX-based computer system, which utilizes a "hub and spoke" configuration to electronically link each Customer Interaction Center's systems to the Company's data center. This architecture system provides the Company with the flexibility to integrate its client server and mid-range systems with the variety of systems maintained by its clients. By integrating with its clients' systems, APAC is able to receive calls and data directly from its clients' in-house systems, forward calls to its clients' in-house telephone representatives when appropriate, and report, on a real-time basis, the status and results of the Company's services. APAC's custom software is built on Oracle's relational database technology, which enables the Company to design tailored software applications.
Sales and Marketing
The Company utilizes a targeted approach to identifying new clients and additional needs of existing clients. The Company markets its services by targeting companies for proactive development of industry specific solutions, expanding relationships with existing clients, responding to requests for proposals, pursuing client referrals and participating in trade shows and advertising in business publications. The Company believes its increasingly consultative approach will enhance its ability to successfully identify additional business opportunities and secure new business.
Human Resources
The Company believes a key component of APAC's success is the quality of the services provided by its employees. Therefore, the Company continually refines its systematic approach to hiring, training and managing qualified personnel. APAC Customer Services locates Customer Interaction Centers primarily in small to mid-sized communities in an effort to lower its operating costs and attract employees. The Company's goal is to hire employees who can be trained to provide the best quality services at the lowest cost to the Company. At each Customer Interaction Center, the Company utilizes a management structure designed to ensure that its sales and service representatives are properly supervised, managed and trained.
The Company offers extensive classroom and on-the-job training programs for its employees, including instruction about the client and its product and service offerings as well as proper telephone-based sales or customer service techniques. Once hired, each new sales and service representative receives on-site training lasting from two to over twenty days. The amount of initial training each employee receives varies depending upon the nature of the services being offered for the client to which the representative will be assigned. In addition, the Company offers one and two week courses to its sales and service representatives who are preparing for the insurance agent license exam.
The Company had approximately 9,400 full-time and 3,200 part-time employees for a total of 12,600 employees on March 14, 2003. None of APAC's employees are subject to a collective bargaining agreement. The Company considers its relations with its employees to be satisfactory.
Quality Assurance
Since APAC's services involve direct contact with its clients' customers, the Company's reputation for quality service is critical to acquiring and retaining clients. Therefore, the Company and its clients monitor the Company's sales and service representatives for strict compliance with the client's scripts, and also to
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maintain quality and efficiency. The Company also regularly measures the quality of its services by benchmarking such factors as client satisfaction, customer service levels, average handle times, first call resolutions, sales per hour and average speed of answer. The Company is able to provide clients with status reports on a real-time basis and can transmit summary data and captured information electronically to clients. This data enables APAC and its clients to modify or enhance ongoing services to improve quality and effectiveness.
Competition
The industry in which the Company operates is competitive and highly fragmented. APAC's competitors range in size from very small firms offering specialized applications or short-term projects, to large independent public firms and the in-house operations of many clients and potential clients. A number of competitors have capabilities and resources equal to, or greater than, the Company's. In-house telemarketing, customer relationship management and customer service organizations comprise by far the largest segment of the industry. Customer care and acquisition services are also being provided offshore, including India, the Philippines, the Caribbean and other locations. Such services are being offered by certain of the competitors described earlier and by locally owned operators providing services directly into the U.S. market as well.
In addition, some of the Company's services also compete with other forms of direct marketing such as mail, email, television and radio. The Company believes that the principal competitive distinctions in the industry are reputation for quality, performance against client metrics, price, technological expertise, scalability and the ability to provide clients with customized solutions quickly.
Financial Information About Industry Segments
In 2001, the Company combined its operations into one unit, utilizing many of its Customer Interaction Centers to provide both customer care and customer acquisition services. It therefore became impracticable to continue to separate results of these two service offerings as was done in prior years. Accordingly the Company no longer presents operating results in reportable segments.
Government Regulation
Telephone sales practices are regulated at both the Federal and state level. The Federal Communications Commission's (the "FCC") rules under the Federal Telephone Consumer Protection Act of 1991 (the "TCPA") prohibit the initiation of telephone solicitations to residential telephone subscribers before 8:00 a.m. or after 9:00 p.m., local time, and prohibit the use of certain automated sequential telephone-dialers for consumer solicitations. In addition, the FCC's rules require the maintenance of a list of residential consumers who have stated that they do not want to receive telephone solicitations and require that such telephone solicitor cease making calls to such consumers' telephone numbers. On September 18, 2002, the FCC issued a Notice of Proposed Rulemaking, seeking public comment on whether the FCC should amend the TCPA with respect to the use of automated dialers, pre-recorded messages and unsolicited telephone solicitations. Additionally, the FCC's Notice invited comment on the adoption of additional rules concerning privacy and on the FCC's creation of a national "do-not-call" list.
The Federal Telemarketing Consumer Fraud and Abuse Protection Act of 1994 (the "TCFAPA") authorizes the Federal Trade Commission (the "FTC") to issue regulations designed to prevent deceptive and abusive telemarketing acts and practices. The FTC's initial Telemarketing Sales Rule (the "TSR") went into effect in January 1996. The original TSR applies to most direct sales calls and generally prohibits a variety of deceptive, unfair or abusive practices in such sales. On January 29, 2003, the FTC promulgated amendments to the TSR. The amended TSR establishes a national do-not-call registry and prohibits any company within the FTC's jurisdiction, including the Company, from calling any individuals who have placed their names on such registry. The do-not-call registry provision contains an exception, authorizing
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companies and their agents to place calls to individuals with whom they have an existing business relationship. The amended TSR also imposes restrictions on the use of pre-acquired account information when such information is to be used for billing purposes, requires the transmittal of name and telephone number information for recognition by customers' caller identification systems, and prohibits the abandonment of calls unless certain safe harbor provisions are satisfied. Companies that violate the amended TSR may be subject to enforcement action by the FTC, civil action by any state attorney general on behalf of the state's residents, and civil action by private persons adversely affected by the violation.
On February 28, 2003, President Bush signed into law an omnibus appropriations bill that provides funding to the FTC to develop its national "do-not-call" registry and has also signed into law HR395 which grants authority to the FTC to charge and collect fees for access to the registry. The FTC anticipates that the "do-not-call" program will be in effect in September 2003. The caller identification requirements of the amended TSR are not scheduled to be effective until January 29, 2004. Except for the caller identification and "do-not-call" provisions, the remaining sections of the amended TSR will be effective March 31, 2003.
Two separate lawsuits seeking to invalidate the amended TSR have been filed against the FTC in federal court. The plaintiffs, trade organizations and corporations subject to the amended TSR, allege that the amendments to the TSR exceed the FTC's statutory authority and violate the First Amendment to the United States Constitution. The plaintiffs also allege that the FTC has not demonstrated that the original TSR and existing state regulations are ineffective at resolving the FTC's stated concerns.
In addition to the Federal legislation and regulations, there are numerous state statutes and regulations governing telephone sales activities, which do, or may, apply to the Company. For example, a majority of states have created statewide "do-not-call" registries, which prohibit contacts of those registered with the state. Additional trends include restrictions on the methods and timing of calls, restrictions on the percentage of abandoned calls generated by automated telephone-dialing equipment and mandated disclosures during the course of a call. States have also begun to consider legislation prohibiting telemarketers from using any method or device to block consumers' use of caller identification devices.
In addition to the laws regulating telephone sales activity, Federal and state laws and regulations govern consumer privacy and the collection and use of consumer data. Key Federal laws include the Gramm-Leach-Bliley Act and the Health Insurance Portability and Accountability Act. There is increasing Federal and state interest in privacy protections, some aspects of which could impose additional regulatory pressure on the business of the Company's clients and, less directly, on the Company's business.
The industries served by the Company are also subject to varying degrees of government regulation. The Company and its employees who are involved in certain types of sales activities, such as the sale of insurance products, are required to be licensed by various state commissions or regulatory bodies and to comply with regulations enacted by those entities. Other examples of activities requiring licensing include gaming, pharmaceutical and mortgage banking activities.
Available Information
The Company files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"). These filings are available to the public over the Internet at the SEC's website at www.sec.gov; you may also read and copy any document APAC files at the SEC's public reference room located at 450 Fifth Street, NW, Washington, DC 20549. Information regarding the SEC's public reference room may be obtained by calling the SEC at 1-800-SEC-0330.
The Company's principal Internet address is www.apaccustomerservices.com. As soon as reasonably practicable after filing its reports with the SEC, the Company provides access to such reports on its website.
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The Company leases approximately 91,000 square feet of office space in Deerfield, Illinois. The term of this lease expires in August 2008. This space houses corporate headquarters, a technology demonstration center and a Customer Interaction Center. The Company has approximately 79,000 square feet of office space in Cedar Rapids, Iowa. This office space is located on all or part of six floors, which are owned by the Company, and is part of an office condominium. The Company also has approximately 87,000 square feet of office space in Omaha, Nebraska. The lease for the Omaha office space expires in August 2007. Approximately 49,000 square feet of this space is sublet. The Company has 22,000 square feet of office space in Atlanta, Georgia. The lease for the Atlanta space expires in December 2004. The Atlanta space has been sublet.
The Company also leases the facilities listed below, except for the Eau Claire and Newport News facilities, which are not leased by the Company, but are managed, staffed and operated by the Company on behalf of its clients. As of December 29, 2002, the Company operated the following customer interaction centers and workstations:
Customer Interaction Centers
| Location |
Date Opened or Acquired |
Number of Workstations |
|||
|---|---|---|---|---|---|
| Dubuque, Iowa | September, 1990 | 112 | |||
| Clinton, Iowa | October, 1990 | 80 | |||
| Burlington, Iowa | October, 1991 | 80 | |||
| Ottumwa, Iowa | November, 1993 | 144 | |||
| Decorah, Iowa | January, 1994 | 80 | |||
| Fort Madison, Iowa | March, 1994 | 112 | |||
| Mason City, Iowa | December, 1994 | 96 | |||
| Newport News, Virginia | August, 1995 | 717 | |||
| Cedar Rapids, Iowa | November, 1995 | 162 | |||
| Kewanee, Illinois | February, 1996 | 96 | |||
| Quincy, Illinois | February, 1996 | 96 | |||
| Rock Falls, Illinois | March, 1996 | 96 | |||
| Jacksonville, Illinois | April, 1996 | 96 | |||
| Canton, Illinois | May, 1996 | 96 | |||
| Pekin, Illinois | May, 1996 | 88 | |||
| Waterloo, Iowa | October, 1996 | 304 | |||
| Corpus Christi, Texas | October, 1996 | 793 | |||
| Alton, Illinois | December, 1996 | 152 | |||
| Marion, Illinois | December, 1996 | 192 | |||
| LaCrosse, Wisconsin | May, 1997 | 350 | |||
| Lawton, Oklahoma | May, 1998 | 120 | |||
| Oklahoma City, Oklahoma | May, 1998 | 386 | |||
| Omaha, Nebraska | May, 1998 | 323 | |||
| St. Joseph, Missouri | May, 1998 | 96 | |||
| Westminster, Oklahoma | May, 1998 | 184 | |||
| Davenport, Iowa | September, 1998 | 656 | |||
| Utica, New York | December, 1998 | 405 | |||
| Deerfield, Illinois | October, 1999 | 20 | |||
| Greenbay, Wisconsin | October, 2000 | 465 | |||
| Eau Claire, Wisconsin | December, 2000 | 177 | |||
| Tucson, Arizona | June, 2001 | 629 | |||
| Wichita, Kansas | December, 2002 | 120 | |||
| Total | 7,523 | ||||
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The Company closed or combined sixteen Customer Interaction Centers and transitioned one center under a facility management contract in fiscal 2002 resulting in the elimination of 3,045 workstations. During fiscal 2002, the Company opened a new Customer Interaction Center in Wichita, Kansas. The leases of the Customer Interaction Centers have terms ranging from two to twelve years and typically contain renewal options and early termination buyouts.
In December 2002, the Company leased approximately 16,000 square feet in the Philippines. The space is under build out construction and is presently scheduled to commence operation in the second quarter of 2003.
Management believes that APAC's facilities are maintained in good condition and are generally suitable and of sufficient capacity to support APAC's current business operations. APAC's management believes that capacity can be expanded or contracted relatively quickly to accommodate changes in the Company's operations.
The Company is subject to occasional lawsuits, governmental investigations and claims arising out of the normal conduct of its business. Management does not believe the outcome of any pending claims will have a materially adverse impact on the Company's consolidated financial position, liquidity or annual results of operations, although no assurance to that effect can be given.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Executive Officers of the Registrant
The executive officers of the Company are as follows:
| Name |
Age |
Position |
||
|---|---|---|---|---|
| Theodore G. Schwartz | 49 | Chairman, Director and Chief Executive Officer | ||
| Kenneth R. Batko | 52 | Vice President and Controller | ||
| Andrew J. Bosko | 40 | Group Vice President, Sales | ||
| Richard L. Frederick | 53 | Senior Vice President, Human Resources | ||
| Carlos E. Galarce | 42 | Senior Vice President and Chief Information Officer | ||
| Daniel S. Hicks | 38 | Senior Vice President, Relationship Management | ||
| David J. LaBonte | 53 | Senior Vice President, Operations | ||
| Marc T. Tanenberg | 51 | Senior Vice President, Chief Financial Officer and Treasurer | ||
| Linda R. Witte | 50 | Senior Vice President, General Counsel and Secretary |
Theodore G. Schwartz has served as the Company's Chairman since its formation in May 1973 and resumed the position of CEO effective May 2001.
Kenneth R. Batko joined the Company in March 2000 as Vice President and Controller. From November 1997 to February 2000 Mr. Batko was Vice President, Corporate Controller of GeoLogistics Corporation. Mr. Batko was employed by Anixter International Inc. from June 1982 through October 1997 where he held various positions, most recently Assistant Controller. Prior to June 1982 Mr. Batko was employed as a manager by Ernst & Young LLP. Mr. Batko is a Certified Public Accountant.
Andrew J. Bosko joined the Company in October 2002 as Group Vice President, Sales. Prior to joining the Company, Mr. Bosko was Vice President, Worldwide Sales for Clear Communications from November 1999 through September 2002. From July 1995 to October 1999, Mr. Bosko held various positions with Convergys Corporation, most recently Vice President, Sales.
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Richard L. Frederick joined the Company as Senior Vice President, Human Resources in October 2002. From September 2000 to March 2002, Mr. Frederick was Executive Vice President, Human Resources for Mutual of Omaha. From September 1998 to August 2000, Mr. Frederick was employed as Senior Vice President, Human Resources by Catholic Healthcare Partners. From May 1985 to August 1998, Mr. Frederick held various positions at TRW, Inc. most recently as Director of Human Resources.
Carlos E. Galarce, Senior Vice President and Chief Information Officer joined the Company in November 1999. From October 1997 through October 1999, Mr. Galarce was Director, Information Technology for Sears, Roebuck and Co. Home Services Division. From October 1995 through September 1997, Mr. Galarce was Division Vice President for Automatic Data Processing, Dealer Service Division. Prior to October 1995, Mr. Galarce was Director of DevelopmentAuburn Hills Region, Automatic Data Processing.
Daniel S. Hicks, Senior Vice President, Relationship Management, joined the Company in May 1998. Prior to joining the Company, Mr. Hicks was Vice President of Account Management for ITI Marketing Services from January 1995 to May 1998. From 1993 to 1995, Mr. Hicks was the Director of Vendor Management for Time, Inc.
David J. LaBonte, Senior Vice President, Operations, joined the Company in April 1997. Mr. LaBonte has served as Director of Client Services, Vice President, Operations and Group Vice President. From September 1993 through March 1997, Mr. LaBonte was employed by Montgomery Ward where he held numerous positions, most recently as Director of Merchandising for the Lechemere Division. Prior to Montgomery Ward, Mr. LaBonte was employed by General Electric from April 1973 through August 1993.
Marc T. Tanenberg joined the Company in August 2001 as Senior Vice President and Chief Financial Officer. From November 1993 to August 2001, Mr. Tanenberg was employed by International Jensen Incorporated where he held a variety of positions, most recently as Executive Vice PresidentOperations and Chief Financial Officer. Mr. Tanenberg is a Certified Public Accountant.
Linda R. Witte, Senior Vice President, General Counsel and Secretary, joined the Company in June 1999. From July 1997 to May 1999, Ms. Witte was Senior Vice President, General Counsel and Secretary of Beloit Corporation, an 80% owned subsidiary of Joy Global, Inc. Prior to that, Ms. Witte was Vice President and General Counsel of Wheelabrator Water Technologies, Inc. a division of Waste Management, Inc. Before joining Waste Management, Ms. Witte was a partner in Jenner & Block, a national law firm headquartered in Chicago, IL.
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Item 5. Market for Registrant's Common Equity and Related Share Owner Matters
The Company's Common Stock is quoted on the Nasdaq National Market under the symbol "APAC." The following table sets forth, for the periods indicated, the high and low sale prices of the Common Shares as reported on the Nasdaq National Market during such period.
| |
High |
Low |
|||||
|---|---|---|---|---|---|---|---|
| Fiscal 2002: | |||||||
| First Quarter | $ | 3.34 | $ | 2.17 | |||
| Second Quarter | $ | 6.18 | $ | 2.90 | |||
| Third Quarter | $ | 5.99 | $ | 2.34 | |||
| Fourth Quarter | $ | 3.18 | $ | 2.20 | |||
High |
Low |
||||||
|---|---|---|---|---|---|---|---|
| Fiscal 2001: | |||||||
| First Quarter | $ | 6.00 | $ | 3.14 | |||
| Second Quarter | $ | 5.25 | $ | 2.45 | |||
| Third Quarter | $ | 3.27 | $ | 1.55 | |||
| Fourth Quarter | $ | 3.52 | $ | 1.42 | |||
As of March 14, 2003, there were 262 holders of record of the Common Shares. The Company did not pay any dividends on its Common Shares in fiscal years 2002 or 2001. The Company currently intends to retain future earnings to finance its growth and development and, therefore, does not anticipate paying any cash dividends in the foreseeable future. In addition, the Company's Current Credit Agreement (defined in the Liquidity Section of Management's Discussion and Analysis of Financial Condition and Results of Operations) restricts the payment of cash dividends by the Company. Payment of any future dividends will depend upon the future earnings and capital requirements of the Company and other factors the Board of Directors considers appropriate.
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Item 6. Selected Financial Data
APAC CUSTOMER SERVICES, INC.
SELECTED FINANCIAL DATA
| |
For the Fiscal Years Ended(1) |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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December 29, 2002 |
December 30, 2001 |
December 31, 2000 |
January 2, 2000 |
January 3, 1999 |
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| |
(In thousands, except per share and selected data) |
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| OPERATING DATA: | ||||||||||||||||||
| Net revenue | $ | 371,198 | $ | 428,844 | $ | 464,355 | $ | 427,645 | $ | 425,028 | ||||||||
| Cost of services(2) | 295,874 | 356,221 | 359,669 | 347,005 | 353,979 | |||||||||||||
| Selling, general and administrative expenses | 50,283 | 56,967 | 59,921 | 50,445 | 56,230 | |||||||||||||
| Restructuring and other charges(3) | 8,139 | 9,004 | 8,689 | 7,600 | 9,000 | |||||||||||||
| Asset impairment charges(4) | 1,005 | 8,608 | | | 71,172 | |||||||||||||
| Operating income (loss) | 15,897 | (1,956 | ) | 36,076 | 22,595 | (65,353 | ) | |||||||||||
| Interest expense, net | 6,485 | 7,778 | 9,350 | 13,365 | 8,139 | |||||||||||||
| Income taxes (benefit) | 3,218 | (4,770 | ) | 10,056 | 3,580 | (5,200 | ) | |||||||||||
| Income (loss) from continuing operations | 6,194 | (4,964 | ) | 16,670 | 5,650 | (68,292 | ) | |||||||||||
| Gain (loss) from discontinued operations(5) | | | 511 | | (11,028 | ) | ||||||||||||
| Net income (loss) | $ | 6,194 | $ | (4,964 | ) | $ | 17,181 | $ | 5,650 | $ | (79,320 | ) | ||||||
Net income (loss) per share: |
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| Basic: | ||||||||||||||||||
| Continuing operations | $ | 0.13 | $ | (0.10 | ) | $ | 0.35 | $ | 0.12 | $ | (1.40 | ) | ||||||
| Discontinued operations | | | 0.01 | | (0.23 | ) | ||||||||||||
| Net Income (loss) | $ | 0.13 | $ | (0.10 | ) | $ | 0.36 | $ | 0.12 | $ | (1.63 | ) | ||||||
| Diluted: | ||||||||||||||||||
| Continuing operations | $ | 0.13 | $ | (0.10 | ) | $ | 0.33 | $ | 0.12 | $ | (1.40 | ) | ||||||
| Discontinued operations | | | 0.01 | | (0.23 | ) | ||||||||||||
| Net Income (loss) | $ | 0.13 | $ | (0.10 | ) | $ | 0.34 | $ | 0.12 | $ | (1.63 | ) | ||||||
| Weighted average shares outstanding: | ||||||||||||||||||
| Basic: | 49,244 | 48,780 | 48,286 | 47,341 | 48,609 | |||||||||||||
| Diluted: | 49,415 | 48,780 | 50,952 | 47,822 | 48,609 | |||||||||||||
13
| |
For the Fiscal Years Ended(1) |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
December 29, 2002 |
December 30, 2001 |
December 31, 2000 |
January 2, 2000 |
January 3, 1999 |
|||||||||||
| |
(In thousands, except per share and selected data) |
|||||||||||||||
| BALANCE SHEET DATA: | ||||||||||||||||
| Cash and cash equivalents | $ | 14,530 | $ | 21,213 | $ | 41,192 | $ | 18,876 | $ | 3,543 | ||||||
| Net assets of discontinued operations(5) | | | | 10,028 | 7,096 | |||||||||||
| Working capital | 37,367 | 27,793 | 51,060 | 51,957 | 17,748 | |||||||||||
| Capital expenditures | 6,494 | 8,971 | 15,236 | 7,789 | 17,076 | |||||||||||
| Total assets | 149,394 | 183,710 | 231,795 | 236,480 | 267,502 | |||||||||||
| Long-term debt, less current maturities | 28,872 | 42,968 | 84,483 | 115,987 | 132,427 | |||||||||||
| Shareholders' equity | 76,427 | 67,997 | ||||||||||||||