UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 10-Q/A
(Amendment No. 1)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2015
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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 001-11919
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TeleTech Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
84-1291044 |
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(State or other jurisdiction of |
(I.R.S. Employer |
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incorporation or organization) |
Identification No.) |
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9197 South Peoria Street
Englewood, Colorado 80112
(Address of principal executive offices)
Registrants telephone number, including area code: (303) 397-8100
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 R No £
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes þ No £
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o |
Accelerated filer þ |
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Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes £ No R
As of July 31, 2015, there were 48,300,694 shares of the registrants common stock outstanding.
Explanatory Note
TeleTech Holdings, Inc. (the Company) is filing this Amendment No. 1 to our Quarterly Report on Form 10-Q for the period ended June, 30, 2015, which was filed with the Securities and Exchange Commission on August 5, 2015 (the Form 10-Q), solely to file the required Exhibit 101 to the Form 10-Q for the purpose of including the XBRL filing materials.
Pursuant to Rule 12b-15 of the Rules and Regulations under the Securities Exchange Act of 1934, as amended (the Exchange Act), the Company has included with this Amendment No. 1 currently-dated certifications by the Companys principal executive officer and principal financial officer, as required by Exchange Act Rules 13a-14(a) and (b).
No other changes have been made to the Form 10-Q. This Amendment No. 1 speaks as of the original filing date of the Form 10-Q and does not reflect any events that may have occurred subsequent to the original filing date.
SIGNATURES
Pursuant to the requirements 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.
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TELETECH HOLDINGS, INC. |
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(Registrant) |
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Date: August 6, 2015 |
By: |
/s/ Kenneth D. Tuchman |
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Kenneth D. Tuchman |
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Chairman and Chief Executive Officer |
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Date: August 6, 2015 |
By: |
/s/ Regina M. Paolillo |
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Regina M. Paolillo |
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Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. |
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Exhibit Description |
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31.1 |
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Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) |
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31.2 |
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Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) |
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32.1 |
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Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) |
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32.2 |
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Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) |
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101.INS* |
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XBRL Instance Document |
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101.SCH* |
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XBRL Taxonomy Extension Schema Document |
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101.CAL* |
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XBRL Taxonomy Extension Calculation Linkbase Document |
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101.LAB* |
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XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE* |
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XBRL Taxonomy Extension Presentation Linkbase Document |
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101.DEF* |
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XBRL Taxonomy Extension Definition Linkbase Document |
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* |
Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Notes to the Consolidated Financial Statements, (ii) Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014 (unaudited), (iii) Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2015 and 2014 (unaudited), (iv) Consolidated Statements of Stockholders Equity as of and for the six months ended June 30, 2015 (unaudited), and (v) Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014 (unaudited). |
Exhibit 31.1
CERTIFICATIONS
I, Kenneth D. Tuchman, certify that:
1. I have reviewed this quarterly report on Form 10-Q/A of TeleTech Holdings, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: August 6, 2015
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By: |
/s/ KENNETH D. TUCHMAN |
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Kenneth D. Tuchman |
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Chairman and Chief Executive Officer |
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(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATIONS
I, Regina M. Paolillo, certify that:
1. I have reviewed this quarterly report on Form 10-Q/A of TeleTech Holdings, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: August 6, 2015
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By: |
/s/ REGINA M. PAOLILLO |
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Regina M. Paolillo |
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Chief Financial Officer |
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(Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, the Chief Executive Officer of TeleTech Holdings, Inc. (the Company), hereby certifies that, to his knowledge on the date hereof:
(a) the Form 10-Q/A of the Company for the quarter ended June 30, 2015 filed on the date hereof with the Securities and Exchange Commission (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and
(b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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By: |
/s/ KENNETH D. TUCHMAN |
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Kenneth D. Tuchman |
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Chairman and Chief Executive Officer |
Date: August 6, 2015
Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002
The undersigned, the Chief Financial Officer of TeleTech Holdings, Inc. (the Company), hereby certifies that, to her knowledge on the date hereof:
(a) the Form 10Q/A of the Company for the quarter ended June 30, 2015 filed on the date hereof with the Securities and Exchange Commission (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and
(b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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By: |
/s/ Regina M. Paolillo |
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Regina M. Paolillo | |
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Chief Financial Officer |
Date: August 6, 2015
SIGNIFICANT CLIENTS(NARRATIVE) (DETAILS) - Client A [Member] - Customer Management Services [Member] - USD ($) $ in Millions |
3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2015 |
Jun. 30, 2014 |
Jun. 30, 2015 |
Jun. 30, 2014 |
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Entity Wide Revenue Major Customer Line Items | ||||
Revenue from major customer as a percentage of total revenue | 11.50% | 12.00% | 10.90% | 11.80% |
Accounts receivable amount from major customer | $ 29.2 | $ 28.6 | $ 29.2 | $ 28.6 |
RESTRUCTURING CHARGES AND IMPAIRMENT LOSSES (LIABLITY ROLLFORWARD TABLE) (DETAILS) $ in Thousands |
6 Months Ended |
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Jun. 30, 2015
USD ($)
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Restructuring Cost and Reserve [Line Items] | |
Beginning balance, restructuring reserve | $ 2,071 |
Expense | 1,007 |
Payments | (1,838) |
Reversals | 0 |
Ending balance, restructuring reserve | 1,240 |
Closure of Delivery Centers [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Beginning balance, restructuring reserve | 0 |
Expense | 0 |
Payments | 0 |
Reversals | 0 |
Ending balance, restructuring reserve | 0 |
Reduction in Force [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Beginning balance, restructuring reserve | 2,071 |
Expense | 1,007 |
Payments | (1,838) |
Reversals | 0 |
Ending balance, restructuring reserve | $ 1,240 |
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