UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2019~~March 31, 2020

☐

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 1-12793

StarTek, Inc.

(Exact name of registrant as specified in its charter)

Delaware	84-1370538
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	Identification No.)

6200 South Syracuse Way, Suite 485
Greenwood Village, Colorado	80111
(Address of principal executive offices)	(Zip code)

(303) 262-4500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	SRT	New York Stock Exchange, Inc.

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of ~~October 31, 2019,~~June 1, 2020, there were ~~38,483,025~~38,591,021 shares of Common Stock outstanding.

As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on May 5, 2020, in accordance with the SEC’s March 4, 2020 Order under Section 36 (Release No. 34-88318) of the Securities Exchange Act of 1934 (“Exchange Act”) granting exemptions from specified provisions of the Exchange Act and certain rules thereunder, as superseded by a subsequent order (Release No. 34-88465) issued on March 25, 2020 (collectively, the “Order”), the Company relied on the relief provided by the Order to briefly delay the filing of its Form 10-Q due to circumstances related to the coronavirus (COVID-19). Specifically, the Company disclosed that the Company’s operations had experienced disruptions due to the circumstances surrounding the COVID-19 pandemic including, but not limited to, suggested and mandated social distancing and stay home orders. These mandates and the resulting office closures had limited access to the Company’s facilities by the Company’s financial reporting and accounting staff as well as other advisors involved in the preparation of the Form 10-Q and impacted the Company’s ability to fulfill required preparation and review processes and procedures with respect to the Form 10-Q. The Company disclosed it expected to file the Form 10-Q by June 25, 2020, within 45 days after the original filing deadline of the Form 10-Q.

This Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including the following:

Our business and results of operations are subject to risks and uncertainties, many of which are beyond our ability to control or predict. Because of these risks and uncertainties, actual results may differ materially from those expressed or implied by forward-looking statements, and investors are cautioned not to place undue reliance on such statements, which speak only as of the date thereof. Important factors that could cause actual results to differ materially from our expectations and may adversely affect our business and results of operations, include, but are not limited to, those items described herein or set forth in the Form ~~10-KT~~10-K for the fiscal year ended December 31, ~~2018~~2019 filed with the Securities and Exchange Commission ("SEC") on March ~~14, 2019, the Quarterly report on Form 10-Q for the quarter ended March 31, 2019, June 30, 2019,~~12, 2020 and this Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2019.~~March 31, 2020. Unless otherwise noted in this report, any description of "us," "we," or "our," refers to StarTek, Inc. ("Startek") and its subsidiaries.

In accordance with the SEC's expanded definition of Smaller Reporting Companies effective September 10, 2018, Startek now qualifies for Smaller Reporting Company status. As such, it has decided to take advantage of the relief provided from Part 1, Item 3.

	*Three Months Ended September 30,*						*Nine Months Ended September 30,*						*Three Months Ended March 31,*
	*2019*			*2018*			*2019*			*2018*			*2020*			*2019*
Revenue		164,630			151,509			487,054			376,827			161,177			161,142
Warrant contra revenue		-			-			(730	)		-			(278	)		-
Net Revenue		164,630			151,509			486,324			376,827			160,899			161,142
Cost of services		(136,142	)		(128,747	)		(403,064	)		(316,025	)		(140,841	)		(133,928	)
Gross profit		28,488			22,762			83,260			60,802			20,058			27,214
Selling, general and administrative expenses		(22,926	)		(22,818	)		(71,938	)		(52,480	)		(17,255	)		(24,079	)
Restructuring and other acquisition related cost		(220	)		(6,519	)		(2,058	)		(12,776	)
Operating income/ (loss)		5,342			(6,575	)		9,264			(4,454	)
Share of profit / (loss) of associates		(16	)		47			988			86
Impairment losses and restructuring/exit cost														(24,322	)		(1,129	)
Acquisition related cost														-			35
Operating (Loss) / Income														(21,519	)		2,042
Share of (loss) / profit of equity accounted investees														(8	)		342
Interest expense, net		(3,372	)		(4,114	)		(11,864	)		(11,518	)		(3,506	)		(4,465	)
Exchange gain / (loss), net		(1,880	)		705			(2,558	)		(2,441	)		1,928			(691	)
Profit/(Loss) before income taxes		74			(9,937	)		(4,170	)		(18,327	)
Loss before income taxes														(23,105	)		(2,772	)
Income tax expense		3,436			953			4,550			1,519			2,876			385
Net loss		(3,362	)		(10,890	)		(8,720	)		(19,846	)		(25,981	)		(3,157	)
Net income/(loss) attributable to non-controlling interests		(575	)		11			1,007			916
Net income attributable to non-controlling interests														576			189
Net loss attributable to Startek shareholders		(2,787	)		(10,901	)		(9,727	)		(20,762	)		(26,557	)		(3,346	)

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		(1,899	)		(2,049	)		(1,299	)		(5,528	)		(4,392	)		567
Change in fair value of derivative instruments		(298	)		(562	)		50			(562	)		(672	)		(65	)
Pension amortization		(9	)		(483	)		(70	)		(1,263	)		396			176
Comprehensive loss		(5,568	)		(13,984	)		(10,039	)		(27,199	)		(30,649	)		(2,479	)
Comprehensive income (loss) attributable to non-controlling interests		(594	)		(251	)		962			297
Comprehensive income attributable to non-controlling interests														739			276
Comprehensive loss attributable to Startek shareholders		(4,974	)		(13,733	)		(11,001	)		(27,496	)		(31,388	)		(2,755	)

Net loss per common share - basic and diluted		(0.07	)		(0.32	)		(0.26	)		(0.76	)		(0.69	)		(0.09	)
Weighted average common shares outstanding - basic and diluted		38,467			33,812			38,011			27,289			38,528			37,522

	*September 30,*			*December 31,*			*March 31,*			*December 31,*
	*2019*			*2018*			*2020*			*2019*
ASSETS
Current assets:
Cash and cash equivalents		17,795			16,617			27,795			20,464
Restricted cash		10,582			7,952			11,862			12,162
Trade accounts receivable, net		105,574			107,836			100,152			108,479
Unbilled Revenue		42,814			42,135			40,586			41,449
Prepaid and other current assets		15,082			18,850			19,516			12,008
Total current assets		191,847			193,390			199,911			194,562
Property, plant and equipment, net		35,745			42,242			34,133			37,507
Operating lease Right-of-use assets		66,647			-			79,370			73,692
Intangible assets, net		113,410			121,336			108,225			110,807
Goodwill		226,513			225,450			196,633			219,341
Investment in associates		1,739			2,097			477			553
Deferred tax assets, net		5,052			5,048			3,009			5,251
Prepaid expenses and other non-current assets		18,761			15,076			15,568			16,370
Total assets		659,714			604,639			637,326			658,083
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable		20,965			26,886			20,004			25,449
Accrued expenses and other current liabilities		79,805			84,881			89,600			82,598
Short term debt		25,213			21,975			32,387			26,491
Current maturity of long term debt		16,900			9,800			18,666			17,601
Current maturity of operating lease liabilities		19,838			-			20,761			19,677
Current maturity of finance lease obligations		658			1,816			750			632
Total current liabilities		163,379			145,358			182,168			172,448
Long term debt		141,632			152,100			123,387			130,144
Operating lease liabilities		47,782			-			59,404			54,341
Other non-current liabilities		12,581			11,907			12,881			11,140
Deferred tax liabilities, net		19,562			18,901			17,739			18,226
Total liabilities		384,936			328,266			395,579			386,299
Commitments and contingencies		—			—			—			—
Stockholders’ equity:
Common stock, 60,000,000 non-convertible shares, $0.01 par value, authorized; 38,483,025 and 37,446,323 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively		385			374	��
Common stock, 60,000,000 non-convertible shares, $0.01 par value, authorized; 38,541,724 and 38,525,636 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively								385			385
Additional paid-in capital		275,750			267,317			277,852			276,827
Accumulated other comprehensive loss		(6,821	)		(5,547	)		(10,853	)		(6,022	)
Accumulated deficit		(40,854	)		(31,127	)		(73,115	)		(46,145	)
Equity attributable to Startek shareholders		228,460			231,017			194,269			225,045
Non-controlling interest		46,318			45,356			47,478			46,739
Total stockholders’ equity		274,778			276,373			241,747			271,784
Total liabilities and stockholders’ equity		659,714			604,639			637,326			658,083

	*Nine Months Ended September 30,*						*Three Months Ended March 31,*
	*2019*			*2018*			*2020*			*2019*
Operating Activities
Net loss	$	(8,720	)	$	(19,846	)	$	(25,981	)	$	(3,157	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		22,056			18,668			7,093			7,304
Impairment of goodwill								22,708			-
Profit on sale of property, plant and equipment		(223	)		-			-			(251	)
Provision for doubtful accounts		1,238			2,100			154			630
Warrant contra revenue		730			-			278			-
Share-based compensation expense		1,151			249			291			425
Deferred income taxes		209			(1,284	)		1,879			(659	)
Share of profit of associates		(988	)		(86	)
Share of (loss) / Profit of equity accounted investee								8			(342	)
Changes in operating assets and liabilities:
Trade accounts receivable		(1,529	)		3,406			4,503			4,384
Prepaid expenses and other assets		(950	)		5,864			(7,658	)		(8,789	)
Trade accounts payable		(5,236	)		796			(4,722	)		(79	)
Income taxes, net		(2,267	)		(5,494	)		(672	)		(948	)
Accrued expenses and other current liabilities		1,150			(158	)		12,287			1,105
Net cash provided by operating activities	$	6,621		$	4,215
Net cash (used in) / generated from operating activities							$	10,168		$	(377	)

Investing Activities
Purchases of property, plant and equipment		(9,027	)		(7,430	)		(2,884	)		(3,495	)
Cash and cash equivalents acquired on reverse acquisition		-			1,496
Distributions received from associates		1,317			22
Net cash used in investing activities	$	(7,710	)	$	(5,912	)
Net cash used in generated investing activities							$	(2,884	)	$	(3,495	)

Financing Activities
Proceeds from the issuance of common stock		6,563			115			43			515
Payments on long term debt		(7,000	)		(2,800	)		(4,200	)		(1,400	)
Proceeds from (payments on) other debt, net		5,831			4,577			4,956			6,102
Net cash provided by financing activities	$	5,394		$	1,892
Net increase (decrease) in cash and cash equivalents		4,305			195
Net cash generated generated from financing activities							$	799		$	5,217
Net increase in cash and cash equivalents								8,083			1,345
Effect of exchange rate changes on cash and cash equivalents and restricted cash		(497	)		(1,271	)		(1,052	)		(226	)
Cash and cash equivalents and restricted cash at beginning of period		24,569			21,601			32,626			24,569
Cash and cash equivalents and restricted cash at end of period	$	28,377		$	20,525		$	39,657		$	25,688

Components of cash and cash equivalents and restricted cash
Balances with banks		17,795			14,133			27,795			14,595
Restricted cash		10,582			6,392			11,862			11,093
Total cash and cash equivalents and restricted cash	$	28,377		$	20,525		$	39,657		$	25,688

	*Common Stock*				*Additional paid-in*		*Accumulated other comprehensive*			*Accumulated*			*Equity attributable to Startek*			*Non-controlling*			*Total stockholders'*			*Common Stock*				*Additional paid-in*		*Accumulated*			*Foreign currency*			*Change in fair value of*			*Unrecognised*			*Equity attributable to Startek*			*Non-controlling*		*Total stockholders'*
	*Shares*		*Amount*		*capital*		*loss*			*deficit*			*shareholders*			*interest*			*equity*			*Shares*		*Amount*		*capital*		*deficit*			*translation*			*derivative instruments*			*pension cost*			*shareholders*			*interest*		*equity*
Three months ended
Balance at June 30, 2019		38,452,111	$	384	$	275,284	$	(4,634	)	$	(38,067	)	$	232,967		$	46,912		$	279,879
Balance at December 31, 2019																							38,525,636	$	385	$	276,827	$	(46,145	)	$	(4,568	)	$	475		$	(1,929	)	$	225,045		$	46,739	$	271,784
Transition period adjustment pursuant to ASU 2019-08																							-		-		413		(413	)		-			-			-			-			-		-
Issuance of common stock		30,914		1		96		-			-			97			-			97			16,088		-		43		-			-			-			-			43			-		43
Share-based compensation expenses		-		-		370		-			-			370			-			370			-		-		291		-			-			-			-			291			-		291
Warrant expenses		-		-		-		-			-			-			-			-			-		-		278		-			-			-			-			278			-		278
Net income (loss)		-		-		-		-			(2,787	)		(2,787	)		(575	)		(3,362	)		-		-		-		(26,557	)		-			-			-			(26,557	)		576		(25,981	)
Other comprehensive loss for the period		-		-		-		(2,187	)		-			(2,187	)		(19	)		(2,206	)		-		-		-		-			(4,392	)		(672	)		233			(4,831	)		163		(4,668	)
Balance at September 30, 2019		38,483,025	$	385	$	275,750	$	(6,821	)	$	(40,854	)	$	228,460		$	46,318		$	274,778
Balance at March 31, 2020																							38,541,724	$	385	$	277,852	$	(73,115	)	$	(8,960	)	$	(197	)	$	(1,696	)	$	194,269		$	47,478	$	241,747

Balance at June 30, 2018		20,600,100	$	206	$	153,704	$	(3,185	)	$	(10,524	)	$	140,201		$	47,167		$	187,368
Purchase accounting entries due to the Aegis Transactions		16,226,392	$	162	$	142,119	$	-		$	-		$	142,281		$	-		$	142,281
Issuance of common stock		234,066		3		113		-			-			116			-			116
Share-based compensation expenses		-		-		249		-			-			249			-			249
Net income (loss)		-		-		-		-			(10,901	)		(10,901	)		11			(10,890	)
Other comprehensive loss for the period		-		-		-		(2,832	)		-			(2,832	)		(262	)		(3,094	)
Balance at September 30, 2018		37,060,558	$	371	$	296,185	$	(6,017	)	$	(21,425	)	$	269,114		$	46,916		$	316,030

Nine months ended
Balance at December 31, 2018		37,446,323	$	374	$	267,317	$	(5,547	)	$	(31,127	)	$	231,017		$	45,356		$	276,373			37,446,323	$	374	$	267,317	$	(31,127	)	$	(3,989	)	$	(15	)	$	(1,543	)	$	231,017		$	45,356	$	276,373
Issuance of common stock		1,036,702		11		6,552		-			-			6,563			-			6,563			115,421		1		514		-			-			-			-			515			-		515
Share-based compensation expenses		-		-		1,151		-			-			1,151			-			1,151			-		-		425		-			-			-			-			425			-		425
Warrant expenses		-		-		730		-			-			730			-			730			-		-		-		-			-			-			-			-			-		-
Net income (loss)		-		-		-		-			(9,727	)		(9,727	)		1,007			(8,720	)		-		-		-		(3,346	)		-			-			-			(3,346	)		189		(3,157	)
Other comprehensive loss for the period		-		-		-		(1,274	)		-			(1,274	)		(45	)		(1,319	)		-		-		-		-			567			(65	)		90			592			86		678
Balance at September 30, 2019		38,483,025	$	385	$	275,750	$	(6,821	)	$	(40,854	)	$	228,460		$	46,318		$	274,778

Balance at December 31, 2017		20,600,100	$	206	$	153,704	$	717		$	(663	)	$	153,964		$	46,619		$	200,583
Purchase accounting entries due to the Aegis Transactions		16,226,392	$	162	$	142,119	$	-		$	-		$	142,281		$	-		$	142,281
Issuance of common stock		234,066		3		113		-			-			116			-			116
Share-based compensation expenses		-		-		249		-			-			249			-			249
Net income (loss)		-		-		-		-			(20,762	)		(20,762	)		916			(19,846	)
Other comprehensive loss for the period		-		-		-		(6,734	)		-			(6,734	)		(619	)		(7,353	)
Balance at September 30, 2018		37,060,558	$	371	$	296,185	$	(6,017	)	$	(21,425	)	$	269,114		$	46,916		$	316,030
Balance at March 31, 2019																							37,561,744	$	375	$	268,256	$	(34,473	)	$	(3,422	)	$	(80	)	$	(1,453	)	$	229,203		$	45,631	$	274,834

Unless otherwise noted in this report, any description of "us," "we," or "our," refers to StarTek, Inc. and its subsidiaries (the "Company"). Financial information in this report is presented in U.S. dollars.

Startek is a global business process outsourcing company that provides omnichannel customer interactions, technology and back-office support solutions for some of the world’s most iconic brands in a variety of vertical markets. Operating under the Startek and Aegis brand, we help these large global companies connect emotionally with their customers, solve issues, and improve net promoter scores and other customer-facing performance metrics. Through consulting and analytics services, technology-led innovation, and engagement solutions powered by the science of dialogue, we deliver personalized experiences at the point of conversation between our clients and their customers across every interaction channel and phase of the customer journey.

Startek has proven results for the multiple services we provide, including sales, order management and provisioning, customer care, technical support, receivables management, and retention programs. We manage programs using a variety of multi-channel customer interactions, including voice, chat, email, social media and back-office support. Startek has facilities in ~~India,~~ United States, India, Malaysia, Philippines, Australia, South Africa, Canada, Honduras, Jamaica, Kingdom of Saudi Arabia, Argentina, Peru and Sri Lanka.

~~We operate in a single operating segment providing business outsourcing solutions in the customer experience management space.~~

On ~~July 20, 2018,~~ Company completed the acquisition of all of the issued and outstanding shares of capital stock of CSP Alpha Midco Pte Ltd, a Singapore private limited company (“Aegis”), from CSP Alpha Holdings Parent Pte Ltd, a Singapore private limited company (the “Aegis Stockholder”), in exchange for the issuance of 20,600,000 shares of common stock of the Company, par value $.01 per share (the “Common Stock”). Concurrently, the Aegis Stockholder purchased 166,667 newly issued shares of Common Stock at a price of $12 per share for a total cash payment of $2,000. As a result of the consummation of such transactions (the “Aegis Transactions”), the Aegis Stockholder became the holder of 20,766,667 shares of Common Stock, representing approximately 55% of the outstanding Common Stock. For accounting purposes, the Aegis Transactions are treated as a reverse acquisition and Aegis is considered the accounting acquirer. Accordingly, Aegis’ historical financial statements replace the Company’s historical financial statements following the completion of the Aegis Transactions, and the results of operations of both companies will be included in the Company’s financial statements for all periods following the completion of the Aegis Transactions. The historical financial information presented for the periods and dates prior to ~~July 20, 2018~~ ~~is that of Aegis, and for periods subsequent to~~ ~~July 20, 2018~~ ~~is that of the combined company~~

~~In addition, on~~ ~~July 20, 2018,~~ in connection with the consummation of the Aegis Transactions, the Company and the Aegis Stockholder entered into a Stockholders Agreement, pursuant to which the Company and the Aegis Stockholder agreed to, among other things: (i) certain rights, duties and obligations of the Aegis Stockholder and the Company as a result of the transactions contemplated by the Transaction Agreement and (ii) certain aspects of the management, operation and governance of the Company after consummation of the Aegis Transactions.

On ~~December 13, 2018,~~ the Company, and Aegis Stockholder, entered into a Securities Purchase Agreement, pursuant to which Aegis Stockholder purchased, and the Company issued and sold, 368,098 shares of Common Stock at a purchase price of $6.52 per share, or a total purchase price of $2,400, taking its holding to approximately 56% of the Company’s outstanding Common Stock (the “~~2018~~ ~~Equity Offering”). The Company used the proceeds for general corporate purposes.~~

On ~~May 17, 2019,~~ the Company entered into a Stock Purchase Agreement with the Aegis stockholder and certain additional investors, pursuant to which the Company issued and sold 692,520 shares of Common Stock at a purchased price of $7.48 per share, or a total purchase price of $5,180 (the “ ~~2019~~ ~~Equity Offering”). The Aegis stockholder purchased 100,267 shares of Common Stock in the~~ ~~2019~~ ~~Equity Offering.~~

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US-GAAP") for interim financial information and instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by US-GAAP for complete financial statements.

These financial statements reflect all adjustments (consisting only of normal recurring entries, except as noted) which, in the opinion of management, are necessary for fair presentation. The results of operations for interim periods are not necessarily indicative of full year results.

The consolidated ~~balance sheet as of~~ ~~December 31, 2018~~~~, included herein was derived from the audited financial statements as of that date, but does~~ ~~not~~ ~~include all disclosures including notes required by US-GAAP. As such, the information included in this quarterly report on Form~~ 10~~-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form~~ 10~~-KT for the~~ ~~nine~~ ~~months period ended~~ ~~December 31, 2018~~.

~~The consolidated~~ financial statements reflect the financial results of all subsidiaries that are more than 50% owned and over which the Company exerts control. When the Company does not have majority ownership in an entity but exerts significant influence over that entity, the Company accounts for the entity under the equity method of accounting. All intercompany balances are eliminated on consolidation. Where our ownership of a subsidiary was less than 100%, the non-controlling interest is reported in our ~~Condensed~~ Consolidated Balance Sheets. The non-controlling interest in our consolidated net income is reported as "Net income (loss) attributable to non-controlling interests" in our ~~Condensed~~ Consolidated Statements of Comprehensive Income ~~(Loss)~~(loss). ~~These unaudited Condensed Consolidated Financial Statements~~

The consolidated balance sheet as of December 31, 2019, included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by US-GAAP. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the ~~audited Consolidated Financial Statements~~consolidated financial statements and ~~Notes thereto contained~~accompanying notes included in our Annual Report on Form 10~~-KT~~-K for the ~~nine~~ ~~months period~~year ended December 31, ~~2018~~2019 ~~filed with the SEC on~~ ~~March 14, 2019.~~.

The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. Significant items subject to such estimates and assumptions include the useful lives of property, plant and equipment, intangibles, impairment of goodwill, ~~purchase price allocations, provision for doubtful receivables,~~ valuation allowances for deferred tax assets ~~the valuation of derivative financial instruments, measurements of stock-based compensation, assets~~ and ~~obligations related to employee benefits, lease termination liabilities,~~ restructuring ~~costs, and income tax uncertainties and other contingencies.~~costs. Management believes that the estimates used in the preparation of the condensed consolidated financial statements are ~~reasonable.~~reasonable, and management has made assumptions about the possible effects of the novel coronavirus (“COVID-19”) pandemic on critical and significant accounting estimates. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates. Any changes in estimates are adjusted prospectively in the Company’s condensed consolidated financial statements.

On April 1, 2018, the Company adopted Accounting Standards Codification 606, Revenue from Contracts with Customers, (Topic 606) using the modified retrospective method. Topic 606 utilizes a five-step process, for revenue recognition that focuses on transfer of control, rather than transfer of risks and rewards. It also provided additional guidance on accounting for contract acquisition and fulfillment costs. Refer Note 54 on "Revenue from Contracts with Customers" for further information.

~~Consistent with the modified retrospective method of adoption, the Company has~~ ~~not~~ ~~adjusted prior period amounts which continue to be reported in accordance with the Company’s historic revenue accounting policy and principles.~~

On January 1, 2019, the Company adopted Accounting Standards Codification 842, Leases, (Topic 842) with the transition approach. However, the Company has accounted the lease for the comparable periods as per the Accounting Standards Codification 840.

We determine if an arrangement is a lease at inception. Operating leases are included in right-of-use (“ROU”) assets, current maturity of operating lease liabilities, and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property plant and equipment, long-term debt, accrued expenses and other current liabilities in our consolidated balance sheets.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the balance lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the date of initial application on determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense is recognized on a straight-line basis over the lease term.

The Company elected the practical expedient permitted under the transition guidance under Topic 842, which among other matters, allowed the Company (i) not to apply the recognition requirements to short-term leases (leases with a lease term of 12 months or less), (ii) not to reassess whether any expired or existing contracts are or contain leases, (iii) not to reassess the lease classification for any expired or existing leases, and (iv) not to reassess initial direct costs for any existing leases

We have lease agreements with lease and non-lease components, which are generally accounted for separately.

For the quarter ended March 31, 2020, the COVID-19 pandemic has not triggered changes to the terms of any of the Company’s leases. While the Company does not currently expect any large-scale contraction in demand which could result in a reduction in the use of its physical infrastructure, changes in the Company’s business or client demand as a result of the COVID-19 pandemic could alter the Company’s plans for or use of its physical infrastructure in the long term.

The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, Business Combinations, by recognizing identifiable tangible and intangible assets acquired, liabilities assumed, and non-controlling interests in the acquired business at their fair values. The excess of the cost of the acquired business over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed is recorded as goodwill. Acquisition related costs are expensed as incurred.

Goodwill ~~is recognized as~~represents the ~~excess~~ cost of an acquired ~~entity over~~businesses in excess of the fair value of identifiable tangible and intangible net ~~amount assigned to~~ assets ~~acquired and liabilities assumed and~~purchased. Goodwill is not amortized but is ~~reviewed~~tested for impairment at least ~~annually or more frequently if impairment indicators arise. Our goodwill is allocated by reporting unit~~on an annual basis on December 31, based on a number of factors, including operating results, business plans and ~~is evaluated for impairment by~~ ~~first~~ ~~performing a~~future cash flows. The Company performs an assessment of qualitative ~~assessment~~factors to determine whether the existence of events or circumstances leads to a ~~quantitative goodwill test is necessary. If~~determination that it is ~~determined, based on qualitative factors,~~more likely than not that the fair value of ~~the~~a reporting unit is ~~"more~~less than its carrying amount. Based on the assessment of events or circumstances, the Company performs a quantitative assessment of goodwill impairment if it determines that it is more likely than ~~not"~~not that the fair value of a reporting unit is less than its carrying amount. If, based on the quantitative impairment analysis, the carrying value of a reporting unit exceeds the fair value of reporting units, an impairment loss is recognized in an amount ~~or if significant changes related~~equal to the excess. In addition, the Company performs a quantitative assessment of goodwill impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit ~~have occurred that could materially impact fair value, a quantitative goodwill impairment test would be required. The Company can elect to forgo the qualitative assessment~~below its carrying amount. Refer Note 3 for information and ~~perform the quantitative test.~~related disclosures.

Intangible assets acquired in a business combination were recorded at fair value at acquisition date using generally accepted valuation methods appropriate for the type of intangible asset. Intangible assets with definite lives are amortized over the estimated useful lives and are reviewed for impairment at least annually, or more frequently if indicators of impairment arise.

The Company has operations in Argentina and its functional currency has historically been the Argentine Peso. The Company monitors inflation rates in countries in which it operates as required by US GAAP. Under ASC 830-10-45-12, an economy must be classified as highly inflationary when the cumulative three-year rate exceeds 100%.

In ~~May 2018,~~ ~~a discussion document prepared by~~ Considering the ~~Center for Audit Quality SEC Regulations Committee and its International Practices Task Force describes~~ inflation data ~~for~~of Argentina, ~~through~~ ~~April 2018.~~ ~~Considering this data and more recent data for~~ ~~May 2018,~~ ~~all of the~~ ~~three~~~~-year cumulative inflation rates commonly used to evaluate Argentina’s inflation currently exceed~~ ~~100%.~~

~~Therefore,~~ the Company has considered Argentina to be highly inflationary beginning on July 1, 2018. In accordance with ASC 830, the functional currency of the Argentina business has been changed to USD, which requires remeasurement of the local books to USD. Exchange gains and losses is recorded through net income as opposed to through other comprehensive income as had been done historically. Translation adjustments from prior periods will not be removed from equity.

We recognize expense related to all share-based payments to employees, including grants of employee stock options, based on the grant-date fair values amortized straight-line over the period during which the employees are required to provide services in exchange for the equity instruments. We include an estimate of forfeitures when calculating compensation expense. We use the Black-Scholes method for valuing stock-based awards. See Note ~~11,~~10, “Share-Based Compensation” for further information.

We account for common stock warrants as equity instruments, based on the specific terms of our warrant agreement. For more information refer to Note ~~11,~~10, "Share-Based Compensation."

In December 2019, FASB issued ASU 2019-12 which modifies ASC 740 to simplify accounting for income taxes. ASU 2019-12 amends the requirements related to the accounting for “hybrid” tax regimes. FASB amended ASC 740-10-15-4(a) to state that an entity should include the amount of tax based on income in the tax provision and should record any incremental amount recorded as a tax not based on income. This amendment effectively reverses the order in which an entity determines the type of tax under current U.S. GAAP. The Company does not have a hybrid tax regime currently.

FASB also removed the previous guidance that prohibit recognition of a DTA for a step up in tax basis “except to the extent that the newly deductible goodwill amount exceeds the remaining balance of book goodwill.” Instead, the amended guidance contains a model under which an entity can consider a list of factors in determining whether the step-up in tax basis is related to the business combination that caused the initial recognition of goodwill or to a separate transaction. The Company does not have a step up in tax basis for goodwill.

ASU 2019-12 also modified intra-period tax allocation exception to incremental approach. As per the modification, an entity should determine the tax effect of income from continuing operations without considering the tax effect of items that are not included in continuing operations, such as discontinued operations or other comprehensive income. The Company does not believe this to have material impact on their consolidated financial statements.

The ASU also makes one minor improvements to the Codification topics. Tax benefit of tax-deductible dividends on allocated and unallocated employee stock ownership plan shares shall be recognized in the income statement. FASB decided to change the phrase “recognized in the income statement” to “recognized in income taxes allocated to continuing operations” to clarify where income tax benefits related to tax-deductible dividends should be presented in the income statement. This improvement is not expected to have material impact on the Company.

The above amendments are effective for fiscal years beginning after December 15, 2020.

In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans (“ASU 2018-14”). The amendment makes minor changes to the disclosure requirements for employers that sponsor defined benefit pension and/or other post retirement benefit plans. The new guidance eliminates requirements for certain disclosures that are no longer considered cost beneficial and requires new ones that the FASB considers pertinent. ASU No. 2018-14 is effective for fiscal years ending after December 15, 2020.~~The Company is evaluating the impact of the adoption of ASU~~ ~~No.~~~~2018~~-14 ~~on its financial statement disclosures.~~

In June 2016, FASB issued ~~accounting standard updated on~~ ASU 2016-13,Financial Instruments - Credit Losses (Topic 326) ("ASU 2016-13"),Measurement of Credit Losses on Financial Instruments. The standard significantly changes how entities will measure credit losses for most financial assets and certain other instruments that aren't measured at fair value through net income. The standard will replace today's "incurred loss" approach with an "expected loss" model for instruments measured at amortized cost. For ~~available-for-sale~~available for-sale debt securities, entities will be required to record allowances rather than reduce the carrying amount, as they do today under the other-than-temporary impairment model. It also simplifies the accounting model for purchased credit-impaired debt securities and loans. This ASU is effective for annual periods beginning after December 15, ~~2019,~~2022, and interim periods ~~therein. Early adoption is permitted~~therein for ~~annual periods beginning after~~ ~~December 15, 2018,~~ ~~and interim periods therein.~~smaller reporting companies. We do not expect the adoption of ~~this standards~~ASU 2016-13 will have a material impact on our consolidated financial statements.

In ~~August 2018,~~March 2020, the FASB issued ASU No. ~~2018~~2020-~~13,~~03, ~~“Disclosure Framework— Changes~~“Codification Improvements to Financial Instruments.” This ASU represents changes to clarify or improve the Codification. The amendments make the Codification easier to understand and apply by eliminating inconsistencies and providing clarifications in relation to financial instruments. This guidance was effective immediately upon issuance. The additional elements of the ASU did not have a material impact on the Company's consolidated results of operations, cash flows, financial position and or disclosures.

In March 2020, the FASB issued ASU No.2020-04, “Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This ASU provides temporary optional expedients and exceptions to the ~~Disclosure Requirements for Fair Value Measurement.”~~guidance in US GAAP on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”). Entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls reference rate reform, if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. The ~~ASU modifies the disclosure requirements with respect to fair value measurements. The ASU~~guidance is effective ~~for the Company beginning~~upon issuance and generally can be applied through ~~January 1, 2020,~~ ~~including interim periods in fiscal year~~ ~~2020.~~31 ~~Early adoption is permitted.~~ December 2022. The Company is still in the process of assessing the impact of this ~~ASU on its consolidated results of operations, cash flows, financial position and disclosures.~~ASU.

On ~~July 20, 2018,~~ the Company completed the acquisition of all of the issued and outstanding shares of capital stock of Aegis from the Aegis Stockholder in exchange for the issuance of 20,600,000 shares of the Common Stock in the Aegis Transactions. Concurrently, the Aegis Stockholder purchased 166,667 newly issued shares of the Common Stock at a price of $12 per share for a total cash payment of $2,000. As a result of the consummation of the Aegis Transactions, the ~~2018~~ ~~Equity Offering and the~~ ~~2019~~ ~~Equity Offering, the Aegis Stockholder now holds 21,235,032 shares of the Common Stock, which is equivalent to approximately 55% of the total outstanding Common Stock.~~

~~In accordance with ASC~~ ~~805,~~ Business Combinations, the transaction was accounted for as a reverse acquisition. As such, Aegis is considered to be the accounting acquirer. Therefore, Aegis’ historical financial statements replace the Company’s historical financial statements following the completion of the Aegis Transactions, and the results of operations of both companies will be included in the Company’s financial statements for all periods subsequent to ~~July 20, 2018.~~

The fair value of the purchase consideration is calculated based on the Company's stock price as it is considered to be more reliably determinable than the fair value of Aegis' private stock. Consideration is calculated based on the Company's closing stock price of $6.81 on ~~July 20, 2018.~~ ~~The allocation of the purchase price was finalized since Aegis Transaction was closed.~~

~~The following table presents the purchase price and the fair value of the identifiable assets and liabilities:~~

~~The goodwill recognized was attributable primarily to the acquired workforce, increased utilization of our global delivery platform and other synergistic benefits. Goodwill from this acquisition is~~ ~~not~~ ~~expected to be deductible for tax purposes.~~

As of ~~September 30, 2019~~March 31, 2020, the carrying value of goodwill relating to business acquisitions is ~~$226,513.~~$196,633. The carrying value of goodwill is allocated to reporting units is as follows:

We perform a goodwill impairment analysis at least annually (in the fourth quarter of each year) unless indicators of impairment exist in interim periods. The Goodwill was allocated to new reporting units using a relative fair value allocation approach. We performed a quantitative assessment to determine if the fair value of each of our reporting units with goodwill exceeded its carrying value.

The assumptions used in the analysis are based on the Company’s internal budget. The Company projected revenue, operating margins and cash flows for a period of five years and applied a perpetual long-term growth rate ~~thereafter.~~using discounted cash flows (DCF) method. These assumptions are reviewed annually as part of management’s budgeting and strategic planning cycles. These estimates may differ from actual results. The values assigned to each of the key assumptions reflect the management’s past experience as their assessment of future trends and are consistent with external/internal sources of information.

AsDuring the first quarter of ~~September 30, 2019~~2020,, the Company reviewed the carrying value of goodwill due to the events and circumstances surrounding the COVID-19 pandemic. As a result of the recent global economic disruption and uncertainty due to the novel coronavirus ("COVID-19") pandemic, the Company concluded a triggering event had occurred as of March 31, 2020, and accordingly, performed interim impairment testing on the goodwill balances of its reporting units. As quoted market prices are not available for these reporting units, the calculations of their estimated fair values were based on ~~the qualitative assessment, we concluded~~a discounted cash flow model (income approach).

This approach relied on numerous assumptions and judgments that ~~goodwill was~~were subject to various risks and uncertainties. The Company has used internal and external information, including recently signed client engagements for which service delivery has not ~~impaired.~~yet begun and projections adjusted to meet economic forecasts, for the purpose of computation and developing assumptions. It also includes the Company's estimates of future revenue and terminal growth rates, margin assumptions and discount rates to estimate future cash flows. The calculations explicitly addressed factors such as timing, with due consideration given to forecasting risk. While assumptions utilized are subject to a high degree of judgment and complexity, the Company has made every effort to estimate future cash flows as accurately as possible, given the high degree of economic uncertainty that exists as of March 31,2020.

The results of these interim impairment tests indicated that the estimated fair value of the India, South Africa and Australia reporting unit was less than its carrying value. Consequently, a goodwill impairment charge of $15,820, $4,332 and $2,556 was recorded for the India, South Africa and Australia reporting unit respectively. If the pandemic's economic impact is more severe, or if the economic recovery takes longer to materialize or does not materialize as strongly as anticipated, this could result in further goodwill impairment charges.

The following table presents our intangible assets as of ~~September 30, 2019~~March 31, 2020

As a result of the indicator of impairment identified, the Company performed an interim impairment assessment of its intangible assets as of March 31, 2020. Based on the results of our analyses, the estimated fair values of the trade names exceeded the carrying values.

Expected future amortization of intangible assets as of ~~September 30, 2019~~March 31, 2020 is as follows:

In ~~August 2019,~~ the management has decided to retain and use Startek as the brand for all its customer/clients, vendors, employees, associates and others, across all geographies including Aegis, to bring uniformity across geographies. The management is planning to phase out the Aegis Brand over a period of time. Any accounting implications on the carrying values and amortization periods of the related intangible assets is currently being estimated and worked out, and will be considered in the following quarter.

The company follows a five-step process in accordance with ASC 606, for revenue recognition that focuses on transfer of control, rather than transfer of risks and rewards.

All of the Company's revenues are derived from written contracts with our customers. Generally speaking, our contracts document our customers' intent to utilize our services and the relevant terms and conditions under which our services will be provided. Our contracts generally do not contain minimum purchase requirements nor do they include termination penalties. Our customers may generally cancel our contract, without cause, upon written notice (generally ninety days). While our contracts do have stated terms, because of the facts stated above, they are accounted for on a month-to-month basis.

Our contracts give us the right to bill for services rendered during the period, which for the majority of our customers is a calendar month, with a few customers specifying a fiscal month. Our payment terms vary by client and generally range from due upon receipt to 60-90 days.

We have identified one main performance obligation for which we invoice our customers, which is to stand ready to provide care services for our customers’ clients. A stand-ready obligation is a promise that a customer will have access to services as and when the customer decides to use them. Ours is considered a stand-ready obligation because the delivery of the underlying service (that is, receiving customer contact and performing the associated care services) is outside of our control or the control of our customer.

Our stand-ready obligation involves outsourcing of the entire customer care life cycle, including:

These activities are all considered an integral part of the production activities required in the service of standing ready to accept calls as and when they are directed to us by our clients.

Because our customers receive and consume the benefit of our services as they are performed and we have the contractual right to invoice for services performed to date, we have concluded that our performance obligation is satisfied over time. Accordingly, we recognize revenue for our services in the month they are performed. This is consistent with our prior revenue recognition model.

We are generally entitled to invoice for our services on a monthly basis. We invoice according to the hourly and/or per transaction rates stated in each contract for the various activities we perform. Some contracts include opportunities to earn bonuses or include parameters under which we will incur penalties related to performance in any given month. Bonus or penalty amounts are based on the current month’s performance. Formulas are included in the contracts for calculation of any bonus or penalty. There is no other performance in future periods that will impact the bonus or penalty calculation in the current period. We estimate the amount of the bonus or penalty using the “most likely amount” method and we apply this method consistently. The bonus or penalty calculated is generally approved by the client prior to billing (and revenue being recognized).

Because the Company’s contracts are essentially month-to-month, we have elected the following practical expedients:

The Company has evaluated the impact of COVID-19 on the Company’s net revenues for the three months ended March 31, 2020, including as a result of constraints on the Company’s ability to render services, whether due to full or partial shutdowns of the Company’s facilities or significant travel restrictions, penalties relating to breaches of service level agreements and contract terminations or contract performance delays initiated by clients. Based on this evaluation, the Company has concluded that, during the three months ended March 31, 2020, the impact of COVID-19 was not material to the Company’s net revenues. Due to the nature of the pandemic, the Company continues to monitor developments to identify significant uncertainties relating to revenue in future periods.

Revenues by our clients' industry vertical for the three ~~and~~ ~~nine~~months ended ~~September 30, 2019~~March 31, 2020 and ~~2018~~2019, respectively:

Basic net loss per common share is computed based on our weighted average number of common shares outstanding. Diluted earnings per share is computed based on our weighted average number of common shares outstanding plus the effect of dilutive stock options, non-vested restricted stock, and deferred stock units, using the treasury stock method.

When a net loss is reported, potentially issuable common shares are excluded from the computation of diluted earnings per share as their effect would be anti-dilutive.

~~In connection with the Aegis Transactions, the~~The Company always maintained Startek's 2008 Equity Incentive Plan (see Note ~~11,~~10, "Share-based compensation and employee benefit plans" for more information). For the three ~~and~~ ~~nine~~months ended ~~September 30, 2019~~March 31, 2020, the following shares were not included in the computation of diluted earnings per share because we reported a net loss and the effect would have been anti-dilutive (in thousands):

During the 7.first ~~RESTRUCTURING AND OTHER ACQUISITION RELATED COST~~quarter of 2020, the Company reviewed the carrying value of goodwill due to the events and circumstances surrounding the COVID-19 pandemic. As a result of the recent global economic disruption and uncertainty due to the novel coronavirus ("COVID-19") pandemic, the Company concluded a triggering event had occurred as of March 31, 2020, and accordingly, performed interim impairment testing on the goodwill balances of its reporting units.

During first Quarter of 2020, a goodwill impairment charge of $15,820, $4,332 and $2,556 was recorded for the India, South Africa and Australia reporting unit respectively.

The table below summarizes the balance of accrued restructuring, ~~and~~ other acquisition related cost and involuntary termination cost, which is included in other accrued liabilities in our consolidated balance sheets, and the changes during the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020:

In ~~2018~~2020,~~, in conjunction with the closing of the Aegis Transactions,~~ under a company-wide restructuring plan, we eliminated a number of positions which were considered redundant ~~under a company-wide restructuring plan.~~coupled with change in key management personnel , We recognized provision for employee related costs across a number of geographies and we expect to pay the remaining costs of ~~$670~~$1,721 by the end of ~~fourth~~third quarter ~~2019~~2020.

In March 2019, ~~2019~~, the Company has closed one of its sites in Argentina. Upon closure, the Company eliminated a number of positions which were considered redundant and recognized provision for employee related costs and we expect to pay the remaining costs of ~~$108~~$20 by the end of ~~fourth~~second quarter ~~2019~~2020.

In 2018,~~, in conjunction with the closing of the Aegis Transactions,~~ we terminated various leases in the United States and the ~~Philippines.~~Philippines due to closedown of the facilities. We recognized provision for the remaining costs associated with the leases. We expect to pay the remaining costs of ~~$624~~$359 by the end of the first quarter of 2021.

Upon closure of site in Argentina, the Company recognized provision for facility related costs and we expect to pay the remaining costs of ~~$65~~$8 by the end of the ~~fourth~~second quarter of ~~2019~~2020.

Our locations in Canada and the Philippines primarily serve US-based clients. The revenues from these clients is billed and collected in US Dollars, but the expenses related to these revenues are paid in Canadian Dollars and Philippine Pesos. We enter into derivative contracts, in the form of forward contracts and range forward contracts (a transaction where both a call option is purchased and a put option is sold) to mitigate this foreign currency exchange risk. The contracts cover periods commensurate with expected exposure, generally three to twelve months. We have elected to designate our derivatives as cash flow hedges in order to associate the results of the hedges with forecasted expenses.

~~Unrealized gains~~From January 1, 2020 to March 31, 2020, we entered into Philippine peso and ~~losses are recorded~~Canadian-dollar non-deliverable forward and range forward contracts for a notional amount of 1,387,999,998 Philippine pesos and 3,028,575 in ~~accumulated other comprehensive income (“AOCI”) and will be re-classified to operations as the forecasted expenses are incurred, typically within~~ ~~one~~ ~~year. During the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2019~~ ~~and~~ ~~2018~~~~, our cash flow hedges were highly effective and hedge ineffectiveness was~~ ~~not~~ ~~material.~~Canadian Dollars.

The following table shows the notional amount of our foreign exchange cash flow hedging instruments as of ~~September 30, 2019~~March 31, 2020:

The Canadian dollar and Philippine peso foreign exchange contracts are to be delivered periodically through March 2021 at a purchase price of approximately $2,437 and $30,650 respectively, and as such we expect unrealized gains and losses recorded in accumulated other comprehensive income will be reclassified to operations as the forecasted inter-company expenses are incurred, typically within twelve months.

Derivative assets and liabilities associated with our hedging activities are measured at gross fair value as described in Note 9,8, "Fair Value Measurements," and are included in prepaid expense and other current assets and accrued expenses and other current liabilities in our condensed consolidated balance sheets, respectively.

We have also entered into foreign currency range forward contracts and interest swap contract as required by our lenders. These hedges are not designated hedges under ASC 815, Derivatives and Hedging. These contracts generally do not exceed 3 years in duration.

Unrealized gains and losses and changes in fair value of these derivatives are recognized as incurred in Exchange gains (losses), net in the Consolidated Statements of Comprehensive Income (Loss). The following table presents these amounts for the three ~~and~~ ~~nine~~months ended ~~September 30, 2019~~March 31, 2020 and ~~2018~~2019:

The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy requires that the Company maximize the use of observable inputs and minimize the use of unobservable inputs. The levels of the fair value hierarchy are described below:

Level 2 - Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3 - Unobservable inputs that cannot be supported by market activity and that are significant to the fair value of the asset, liability, or equity such as the use of certain pricing models, discounted cash flow models and similar techniques that use significant assumptions. These unobservable inputs reflect our own estimates of assumptions that market participants would use in pricing the asset or liability:

The values of our derivative instruments are derived from pricing models using inputs based upon market information, including contractual terms, market prices and yield curves. The inputs to the valuation pricing models are observable in the market, and as such the derivatives are classified as Level 2 in the fair value hierarchy.

The following tables set forth our assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy. These balances are included in Other current assets and Other current liabilities, respectively, on our balance sheet.

The Company has a number of working capital facilities in various countries in which it operates. These facilities provide for a combined borrowing capacity of approximately ~~$33~~$30 million for a number of working capital products. These facilities bear interest at benchmark rate plus margins between 3.0% and 4.5% and are due on demand. These facilities are collateralized by various Company assets and have a total outstanding balance of ~~$25.2~~$29 million as of ~~September 30,~~March 31, 2020.

On August 26, 2019,.the Company entered into a Loan Agreement with Tribus Capital Limited, as lender (“Tribus”), pursuant to which Tribus made a single-draw unsecured term loan to the Company in the aggregate amount of $1.5 million. The Company will pay interest on such loan at the rate of 8.5% per annum. As of March 31, 2020, total outstanding interest balance is $0.08 million. All principal and interest on the loan was paid on April 21, 2020.

On November 20, 2019, the Company entered into a Loan Agreement with Bluemoss Ergon Limited, as lender (“Bluemoss”), pursuant to which Bluemoss made a single-draw unsecured term loan to the Company in the aggregate amount of $1.75 million. The Company will pay interest on such loan at the rate of 8.5% per annum. As of March 31, 2020, total outstanding interest balance is $0.05 million. All principal and interest on the loan was paid on April 22, 2020.

On October 27, 2017, the Company entered into a Senior Term Agreement ("Term loan") to provide funding for the acquisition of ESM Holdings Limited and its subsidiaries in the amount of $140 million for a five year term. The Term loan was fully funded on November 22, 2017 and is to be repaid based on a quarterly repayment schedule beginning six months after the first utilization date.

The Term loan has a floating interest rate of USD LIBOR plus 4.5% annually for the first year and thereafter the margin will range between 3.75% and 4.5% subject to certain financial ratios.

In connection with the Term loan, the Company incurred issuance costs of $7.3 million which are net against the Term loan on the balance sheet. Unamortized debt issuance costs as of ~~September 30, 2019~~March 31, 2020 amount to ~~$4.4~~$3.7 million.

The Company has a secured revolving credit facility which is effective through March 2022. Under this agreement, we may borrow the lesser of the borrowing base calculation and ~~$50~~$40 million. As long as no default has occurred and with lender consent, we may increase the maximum availability to ~~$70~~$60 million in $5 million increments, and we may request letters of credit in an ~~aggregate~~ amount equal to the ~~lesser of the borrowing base calculation (minus outstanding advances) and $5 million.~~aggregate revolving credit commitments. The borrowing base is generally defined as ~~95%~~90% of our eligible accounts receivable less certain reserves.

As of ~~September 30, 2019~~March 31, 2020, we had ~~$30.9~~$21.93 million of outstanding borrowings and our remaining borrowing capacity was ~~$9.793~~$13.40 million. Our borrowings bear interest at one-month LIBOR plus 1.50% to 1.75%, depending on current availability.

We have entered into factoring agreements with financial institutions to sell certain of our accounts receivable under non-recourse agreements. ~~These~~Under the arrangement, the Company sells the trade receivables on a non-recourse basis and accounts for the transactions as sales of receivables. The applicable receivables are ~~accounted for as a reduction in accounts receivable because~~removed from the ~~agreements transfer effective control over and risk related to~~Company's consolidated balance sheet when the ~~receivables to~~cash proceeds are received by the ~~buyers.~~Company. We do not service any factored accounts after the factoring has occurred. We utilize factoring arrangements as part of our financing for working capital. The aggregate gross amount factored under these agreements was ~~$4.83~~$12.8 million for ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020.

On December 27, 2018, the Company executed an agreement to secure a loan against US and Canadian assets in the amount of $2.06 million at the interest of 7.57% per annum, to be repaid over 2.5 years. The loan was funded in January 2019.~~2019~~.

From time to time and when management believes it to be advantageous, we may enter into other arrangements to finance the purchase or construction of capital assets.

On January 23, 2018, Startek entered into the Amazon Transaction Agreement, pursuant to which we agreed to issue to Amazon.com NV Investment Holdings LLC, a wholly owned subsidiary of Amazon (“NV Investment”), a warrant (the “Warrant”) to acquire up to 4,000,000 shares (the “Warrant Shares”) of our common stock, par value $0.01 per share (“Common Stock”), subject to certain vesting events. As a result of an anti-dilution adjustment that was triggered ~~by the~~in 2019, ~~Equity Offering,~~ total number of shares issuable to Amazon have been adjusted from 4,000,000 to 4,002,964. We entered into the Amazon Transaction Agreement in connection with commercial arrangements between us and any of our affiliates and Amazon and/or any of its affiliates pursuant to which we and any of our affiliates provide and will continue to provide commercial services to Amazon and/or any of its affiliates. The vesting of the Warrant shares, described below, is linked to payments made by Amazon or its affiliates (directly or indirectly through third parties) pursuant to the commercial arrangements.

The first tranche of 425,532 Warrant Shares vested upon the execution of the Amazon Transaction Agreement. The remainder of the Warrant Shares will vest in various tranches based on Amazon’s payment of up to $600 million to us or any of our affiliates in connection with the receipt by Amazon or any of its affiliates of commercial services from us or any of our affiliates. The exercise price for all Warrant Shares was originally $9.96 per share but was adjusted to $9.95 per share as a result of an anti-dilution adjustment that was triggered ~~by the~~in ~~2019~~2019. ~~Equity Offering.~~ The Warrant Shares are exercisable through January 23, 2026.

The second tranche of 212,766 Warrant Shares vested on May 31, 2019. The amount of contra revenue attributed to these Warrant Shares is $730.

The third tranche of 212,953 Warrant Shares vested on Feb 29,2020. The amount of contra revenue attributed to these Warrant Shares is $278 after adjusting the impact of $413 towards adoption of ASU 2019-08 on January 01, 2020 and $565 towards accrual till December 31, 2019, respectively using initial grant-date fair value.

The contra-revenue and equity is estimated and recorded, using the Monte Carlo pricing model, when performance completion is probable, with adjustments in each reporting period until performance is complete in conformance with the requirements in ASC ~~505~~606 and ASC 718.

The Warrant provides for net share settlement that, if elected by the holders, will reduce the number of shares issued upon exercise to reflect net settlement of the exercise price. The Warrant provides for certain adjustments that may be made to the exercise price and the number of shares of common stock issuable upon exercise due to customary anti-dilution provisions based on future events. Vested Warrant Shares are classified as equity instruments.

~~Because~~In line with ASU 2019-08, the ~~Warrant contains performance criteria (i.e. aggregate purchase levels)~~Company has measured share-based payments at grant-date fair value, which ~~Amazon and/or any of its affiliates must achieve~~will be the basis for the ~~Warrant Shares~~amount to ~~vest, as detailed above,~~be reduction in revenue. The Company has given the ~~final~~transitional impact of $413 in Equity in respect of awards wherein measurement date ~~for each tranche~~was not established or were not settled as of the ~~Warrant Shares~~beginning of financial year in which ASU is the date on which performance is completed. Prior to the final measurement date, when achievement of the performance criteria has been deemed probable, a reduction in revenue equal to the percentage of completion to date will be recognized. The fair value of the Warrant Shares will be adjusted at each reporting period until they are earned.adopted (i.e. Jan 01, 2020).

Our share-based compensation arrangements include grants of stock options, restricted stock units and deferred stock units under the StarTek, Inc. 2008 Equity Incentive Plan and our Employee Stock Purchase Plan. The compensation expense that has been charged against income for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 was ~~$1,151,~~$291, and is included in selling, general and administrative expense. As of ~~September 30, 2019~~March 31, 2020, there was ~~$1,351 of total~~no unrecognized compensation expense related to ~~nonvested~~non-vested stock ~~options, which is expected to be recognized over a weighted-average period of 1.8 years.~~options.

The Company provides business process outsourcing services (“BPO”) to clients in a variety of industries and geographical locations. Our approach is focused on providing our clients with the best possible combination of services and delivery locations to meet our clients' needs in the best and most efficient manner. Our Chief Executive Officer (CEO) and President, who ~~has~~have been identified as the Chief Operating Decision Maker ("CODM"), reviews financial information mainly on a ~~consolidated~~geographical basis.

~~Based~~In the fourth quarter of 2019, we reorganized our operating business model. Our new operating business model is focused on ~~our evaluation~~geographies in which we operate. Our CODM reviews the performance and makes resource allocation geography wise, hence the geographical level represents the operating segments of ~~the facts and circumstances, the Company has concluded that it has a~~ ~~single~~ ~~operating and reportable segment (BPO), and 2 reporting units (Aegis and Startek).~~Startek, Inc.

~~The Group prepares its geographical information~~Prior period results have been revised for segment disclosure to conform to current period presentation. We report our results of operations as follows in ~~conformity with the accounting policies adopted for preparing~~Six reportable segments:-
a) Americas
b) Middle East
c) Malaysia
d) India and ~~presenting the consolidated financial statements~~Sri Lanka
e) Argentina & Peru
f) Rest of ~~the Group as a whole.~~World

~~Revenues by geography, based on the location of the Company's delivery centers for the~~ ~~three~~ ~~and~~ ~~nine~~ ~~months~~ ~~September 30, 2019~~ ~~and~~ ~~2018~~~~, is presented below:~~

Property, plant and equipment, net by geography based on the location of the assets is presented below:

We have operating and finance leases for service centers, corporate offices and certain equipment. Our leases have remaining lease terms of 1 year to 10 years, some of which include options to extend the leases for up to 3-5 years, and some of which include options to terminate the leases within 1 year.

There are many uncertainties regarding COVID-19, and the Company is closely monitoring the effects of the pandemic on all aspects of its business, including how it will impact the Company, its customers, employees, contractors, suppliers, business partners and delivery models. The Company is unable to determine with any degree of accuracy the length and severity of the COVID-19 crisis and what impact it will have on its future financial position and operating results. The COVID-19 crisis is ongoing and dynamic in nature and, to date, the Company has experienced temporary closures in key operations centers, including in the U.S., India, Philippines, Malaysia, Saudi Arabia and South Africa. However, the Company expects that COVID-19 will negatively impact its operating results in future periods. Because the duration and extent of the COVID-19 pandemic is highly uncertain, the Company will continue to assess the evolving impact of COVID-19 on its business.

Given the current COVID-19 situation, the Company had initiated discussions with the lender consortium seeking certain waivers from the quarterly covenant testing and a deferment of the principal repayments on the Senior Term Loan. While the Company has initiated the process of amending the Facility Agreement, it has received an in principle approval from the lender consortium with respect to such waivers subject to certain conditions.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the results of operations and financial condition should be read in conjunction with our unaudited condensed consolidated financial statements and ~~the~~ related notes ~~included~~that appear elsewhere in this ~~report.~~Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2019 and with the information under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2019. All dollar amounts are presented in thousands other than per share data.

Startek is a global business process outsourcing company that provides omnichannel customer interactions, technology and back-office support solutions for some of the world’s most iconic brands in a variety of vertical markets. Operating under the Startek and Aegis brand, we help these large global companies connect emotionally with their customers, solve issues, and improve net promoter scores and other customer-facing performance metrics. Through consulting and analytics services, technology-led innovation, and engagement solutions, ~~powered by the science of dialogue,~~ we deliver personalized experiences at the point of conversation between our clients and their customers across every interaction channel and phase of the customer journey.

Startek has proven results for the multiple services we provide, including sales, order management and provisioning, customer care, technical support, receivables management, and retention programs. We manage programs using a variety of multi-channel customer interactions, including voice, chat, email, social media and back-office support. Startek has facilities in India, United States, Malaysia, Philippines, Australia, South Africa, Canada, Honduras, Jamaica, Kingdom of Saudi Arabia, Argentina, Peru and Sri Lanka.

~~We operate in a single operating segment providing business outsourcing solutions in the customer experience management space.~~

On January 12, 2020, the Board of Directors appointed Aparup Sengupta to serve as the new Chief Executive Officer of the Company effective as of January 15, 2020. Mr. Sengupta succeeds Lance Rosenzweig, who resigned as the Chief Executive Officer and as a member of the Board of Directors of the Company, effective as January 15, 2020.

On March 11, 2020, the World Health Organization characterized the novel coronavirus (“COVID-19”) a pandemic. The global nature, rapid spread and continually evolving response by governments throughout the world to combat the spread has had a negative impact on the global economy. Certain of our customer engagement centers have been impacted by local government actions restricting facility access or are operating at lower capacity utilization levels. In response to COVID-19, we have prioritized the safety and well-being of our employees, business continuity for our clients and supporting the efforts of governments around the world to contain the spread of the virus. In light of our commitment to help our clients as they navigate unprecedented business challenges while protecting the safety of our employees, we have taken numerous steps, and will continue to take further actions, to address the COVID-19 pandemic. We worked closely with our clients to support them as they implemented their contingency plans, helping them access our services and solutions remotely. In discussion with our clients and after obtaining appropriate clearances, we have gradually shifted many of our employees to a work-at-home model. However, in respect certain client projects work-from-home scenario may not be possible due to regulatory or other compliance requirements. Further, due to infrastructure and technology limitations, certain of our operations may not be operating at optimal levels.

At this time, we are unable to accurately predict what effects these conditions will have on our operations, including due to uncertainties relating to spread of the virus for a prolonged period, the duration of the pandemic, the severity with which it will affect operations of our customers and customer demand and the length of the lockdowns and restrictions imposed by various governments or the evolution in the labor rules regarding continuation of pay that will apply across various governments. We continue to actively monitor the impacts of and responses to COVID-19 and the related risks, and plan to respond accordingly. The pandemic continues to rapidly evolve, and its ultimate impacts will depend on future developments that are uncertain and cannot be predicted with confidence and may materially adversely affect our business irrespective of our efforts to mitigate the impact.

Considering the uncertainties, the current results and financial condition discussed herein may not be indicative of future operating results and trends.

RESULTS OF OPERATIONS — three months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~

Pursuant to the completion of the Aegis acquisition on July 20, 2018, the Aegis Stockholder became the holder of 20,766,667 shares of Common Stock, representing approximately 55% of the outstanding Common Stock. For accounting purposes, the Aegis acquisition is treated as a reverse acquisition and Aegis is considered the accounting acquirer. Accordingly, Aegis’ historical financial statements replace the Company’s historical financial statements following the completion of the Aegis Transactions, and the results of operations of both companies will be included in the Company’s financial statements for all periods following the completion of the Aegis Transactions. The historical financial information presented for the periods and dates prior to July 20, 2018 is that of Aegis, and for periods subsequent to July 20, 2018 is that of the combined company.

As a result, the financials discussed below are not strictly comparable as the financials for the three-month period ended September 30, 2018 represent only Aegis operations until July 20, 2018 and the three-month period ended September 30, 2019 represents the combined operations of Aegis and Startek for the full period.

Our gross revenues for the three month period ended ~~September 30, 2019~~March 31, 2020 increased by ~~8.7%~~0.02% to ~~$164,630~~$161,177 as compared to ~~$151,509~~$161,142 for the three-month period ended ~~September 30, 2018. The increase in revenues is largely due to the consolidation of Startek with Aegis.~~March 31, 2019.

The three-month period ended September 30, 2018 includes only Aegis until July 20, 2018 while the current three-month period ended September 30, 2019 includes both Startek and Aegis. In order to promote a better understanding of the overall results of the combined business, we are providing below pro forma revenuesOur net revenue for the ~~three-month period~~quarter ended ~~September 30, 2018 combining the revenues for Aegis~~March 31, 2020 and Startek for full period. The financial information presented below is presented for illustrative purposes only and does not purport to represent what the results of operations of operations would actually have been had the combination of Aegis and Startek occurred on January 1, 2018, or to project the combined results of operations for any future periods.2019:

Our net revenues adjusted for warrant contra revenue for the ~~three-month period~~three months ended ~~September 30, 2019~~March 31, 2020 was ~~$164,630~~lower at $160,899 compared to ~~$163,932~~$161,142 for the ~~three-month period~~three months ended ~~September 30, 2018 on a pro forma basis.~~March 31, 2019. The breakdown of our net revenues from various industry verticals for ~~three-month period~~three months ended ~~September 30,~~March 31, 2020 and March 31, 2019 ~~and three-month period ended September 30, 2018 on a pro forma basis~~ is as follows:

~~The $698 increase~~Our concentration to telecom vertical eased considerably in ~~revenue was driven by~~ the ~~higher revenues across all segments which was partly offset by lower revenues in telecommunications.~~

~~We have been successful in our strategy~~past twelve months with the telecom vertical contributing to ~~diversify outside of telecommunication vertical which contributed~~ around ~~37%~~35% of our revenue for the ~~quarter~~three months ended March 31, 2020 as compared to ~~47%~~41% for the comparable ~~quarter last year. We~~three months ended March 31, 2019. Our strategy in telecom vertical is to increase offshore operations while we continue to ~~focus on providing value added services to~~change our ~~telecom clients and shifting our business~~ mix towards more value-added service and in the premium ~~market rather than~~segment of the ~~mass market.~~

We have been growing steadily in the e-commerce and consumer industry with our existing customers continue to increase their business with us. We continue to grow new business lines from our large clients in the media and cable industry vertical.

Our revenue growth in the three-month period ended September 30, 2019 as compared to the three-month period ended September 30, 2018 was also impacted negatively by fluctuations in foreign exchange particularly that of Argentine peso, South African rand and Australian dollarmarket relative to the ~~US dollar.~~mass segment.

The Company has successfully offset the decline in revenues from telecom vertical with increased revenues from all other verticals particularly in the Healthcare & Education and e-commerce and consumer. We have increased business with both existing clients as well as won new clients in these verticals.

Overall, Cost of services as a percentage of revenue ~~decreased~~increased to ~~82.7%~~87.5% for the three-month period ended ~~September 30, 2019~~March 31, 2020 as compared to ~~85%~~83.1% for the three-month period ended ~~September 30, 2018.~~March 31, 2019. Employee ~~wages and~~ benefit expense, rent ~~expense~~costs and ~~depreciation~~Depreciation and amortization are the most significant costs for the Company, representing ~~78.2%~~75.5%, ~~5.1%~~5.7% and 4.0% of total Cost of services, respectively. The breakdown of ~~Cost~~cost of services is listed in the table below:

~~Wages and benefits~~Employee Benefit expenses: Our business heavily relies on our employees to provide professional services to our clients. Thus, our most significant costs are payments made to agents, supervisors, and trainers who are directly involved in delivering services to the clients.

~~For the three-month period ended September 30, 2019, wages and benefits~~Employee Benefit expenses as a percentage of revenues increased to ~~64.6%,~~66.1% for the current period as compared to ~~61.7%~~62.6% for the ~~three month period ended September 30, 2018. This~~previous period. The increase in employee costs, as a percentage of revenues, was largely attributable to higher costs relative to revenues, resulting principally from the requirement by certain governments to continue paying employees while operations are suspended due to COVID-19 in the current period. We also had higher training cost in the current period which was associated with greater new business wins. On a year on year basis, the costs were also impacted negatively by increase in ~~revenue and upfront ramp-up of delivery agents to meet the increased volumes expected~~minimum wages, primarily in ~~the upcoming holiday season. We continue to deliver on the strategy to diversify into more value-added premium services and high margin verticals and away from telecommunication.~~India.

Rent expense: Rent expense as a percentage of revenue increased to ~~4.2%~~5.0% for the ~~three-month~~current period ~~ended September 30, 2019,~~as compared to ~~3.6%~~4.8% for ~~three-month period ended September 30, 2018.~~previous. The increase was ~~partly~~mainly due to ~~the combination~~addition of Startek with Aegis since the rent cost as a percentage of sales is higher for the legacy Startek business taking the consolidated rent costs as a percentage of sales higher and partly as we added a new sitecenters in Philippines, Jamaica and ~~a second center~~Honduras which was partly offset by closure of some centers in ~~Tegucigalpa in the current financial year.~~Argentina and India.

Depreciation and amortization: Depreciation and amortization expense as a percentage of revenue for the ~~three-month~~current period ~~ended September 30, 2019 decreased to 3.3%~~was marginally higher at 3.5% as compared ~~3.9%~~3.4% for the ~~three-month period ended September 30, 2018.~~previous period.

Other expense includes technology, utility, travel and outsourcing costs. As a percentage of revenue, these costs ~~decreased~~increased from ~~15.8%~~12.3% to ~~10.5%~~12.9%. The ~~decrease~~increase was ~~largely~~ due to ~~lower outsourcing expenses in the current period~~higher communication, insurance, and ~~also due to cost optimization and rationalization efforts undertaken by the Company post reverse acquisition between Startek and Aegis.~~rates & taxes expenses.

~~In aggregate,~~As a result, gross profit as a percentage of revenue for the ~~three-month~~current period ~~ended September 30, 2019 increased~~decreased to ~~17.3%~~12.5% as compared to ~~15%~~16.9% for the ~~three-month period ended September 30, 2018.~~previous period.

Selling, general and administrative expenses (SG&A) as a percentage of revenue decreased from ~~15.1%~~14.9% in the ~~three-month~~previous period ~~ended September 30, 2018~~ to ~~13.9%~~10.7% in the ~~three-month period ended September 30, 2019.~~current period. The ~~decrease was largely due~~Company has been implementing various measures to ~~cost optimization~~rationalize costs and ~~rationalization efforts undertaken by the Company post reverse acquisition between Startek~~leading to sequential decline in selling, general and ~~Aegis. The previous period also had higher provisions taken~~administrative expenses.

Impairment losses and restructuring costs, net totaled $24,322 for ~~doubtful debts as compare to~~ the current period as ~~the Company started recognizing this provision starting the quarter ended September 30, 2018.~~

~~Restructuring and other acquisition related costs totaled $220~~compared to $1,129 for the ~~three-month period ended September 30, 2019. This~~previous period. The expense for the first quarter of 2020 primarily relates to ~~cost~~goodwill impairment losses of ~~employee severance pertaining~~$22,708 and restructuring expenses of $1,614. As a result of the recent global economic disruption and uncertainty due to ~~restructuring in~~the novel coronavirus ("COVID-19") pandemic the company has taken goodwill impairment charge of $15,820, $4,332 and $2,556, was recorded for India, South Africa and ~~USA. The charges~~Australia reporting units respectively due to the business outlook.

Acquisition related cost for the previous period ~~ended September 30, 2018 pertains to the Aegis Transactions.~~consist of professional and advisory fees.

Interest ~~and other cost~~expense, net totaled ~~$3,388~~$3,506 for the ~~three-month~~current period ~~ended September 30, 2019,~~as compared to ~~$4,067~~$4,465 for the ~~three-month period ended September 30, 2018.~~previous period. The interest expense is on our term debt and revolving line of credit facilities.

Income tax expense for the ~~three-month~~current period ~~ended September 30, 2019~~ was ~~$3,436~~$2,876 compared to ~~$953~~$385 for the ~~three-month period ended September 30, 2018.~~previous period. The movement in interest cost and the implied effective tax rate was primarily due to shifts in earnings among the various jurisdictions in which we operate. Additionally, movement of funds between various geographies primarily to service our debt facilities also attract withholding taxes.

As a result, the financials discussed below are not strictly comparable as the financials for the nine-month period ended September 30, 2018 represent legacy Aegis operations until July 20, 2018 and the nine-month period ended September 30, 2019 represents the combined operations of Aegis and Startek for the full period.

Our revenues for the nine-month period ended September 30, 2019 increased by 29.3% to $487,054 as compared to $376,827 for the nine-month period ended September 30, 2018. The increase in revenues is largely due to the consolidation of Startek with Aegis. In the nine-months ended September 30, 2019, there was a warrant contra revenue of $730 on account of vesting of the second tranche of Amazon warrants on May 31, 2019. The net Revenue for the nine-months ended September 30, 2019, after adjusting the warrant contra revenue, stood at $486,324 which was an increase of 29.1% as compared to $376,827 for the nine-month period ended September 30, 2018.

The nine-month period ended September 30, 2018 includes only Aegis until July 20, 2018 while the current nine-month period ended September 30, 2019 includes both Startek and Aegis for full period. In order to promote a better understanding of the overall results of the combined business, we are providing below pro forma revenues for the nine-month period ended September 30, 2018 combining the revenues for Aegis and Startek. The financial information presented below is presented for illustrative purposes only and does not purport to represent what the results of operations would actually have been had the combination of Aegis and Startek occurred on January 1, 2018, or to project the combined results of operations for any future periods.

Our net revenues for the nine-month period ended September 30, 2019 was $486,324 compared to $515,580 for the nine-month period ended September 30, 2018 on a pro forma basis. The breakdown of our revenues from various industry verticals for nine-month period ended September 30, 2019 and nine-month period ended September 30, 2018 on a pro forma basis is as follows:

Excluding Warrant Contra Revenue, the $29,256 decrease in revenue was driven by lower telecom revenues in the Americas, India and other countries as well as due to foreign exchange impact mainly in Argentina and India.

We have been successful in our strategy to diversify outside of telecommunication vertical which contributed around 39% of our revenue for the nine-month period ended September 30, 2019 as compared to 51% for the comparable period last year. We continue to focus on providing value added services to our telecom clients and shifting our business mix towards the premium market rather than the mass market.

Our revenue growth in the current nine-month period ended September 30, 2019 as compared to the nine-month period ended September 30, 2018 was also impacted negatively by fluctuations in foreign exchange particularly that of Argentine peso, South African rand, Australian dollar and Indian rupee relative to the US dollar.

Overall, Cost of services as a percentage of revenue decreased to 82.9% for the nine-month period ended September 30, 2019 as compared to 83.9% for the nine-month period ended September 30, 2018. Employee wages and benefit expense, rent expense and depreciation and amortization are the most significant costs for the Company, representing 76.6%, 5.6% and 4.1% of total Cost of services, respectively. The breakdown of Cost of services is listed in the table below:

~~Wages and benefits~~: Our business heavily relies on our employees to provide professional services to our clients. Thus, our most significant costs are payments made to agents, supervisors, and trainers who are directly involved in delivering services to the clients.

For the nine-month period ended September 30, 2019, wages and benefits as a percentage of revenues increased slightly to 63.5%, compared to 63.1% for the nine-month ended September 30, 2018. This was due to the impact of the increase in minimum wages across several geographies. We are delivering on our ongoing strategy to diversify into more value-added premium services and high margin verticals and away from telecommunication.

~~Rent expense:~~ Rent expense as a percentage of revenue increased to 4.6% for the nine-month period ended September 30, 2019, compared to 3.6% for nine-month period ended September 30, 2018. The increase was largely due to the combination of Startek with Aegis since the rent cost as a percentage of sales is higher for the legacy Startek business taking the consolidated rent costs as a percentage of sales higher. Additionally, we also commenced operations from one new center each in Jamaica and Tegucigalpa in the current period.

~~Depreciation and amortization:~~ Depreciation and amortization expense as a percentage of revenue for the nine-month period ended September 30, 2019 decreased to 3.4% as compared 4.0% for the nine-month period ended September 30, 2018.

Other expense includes technology, utility, travel and outsourcing costs. As a percentage of revenue, these costs decreased to 11.4% as compared to 13.2%. The decrease was driven due to cost optimization and rationalization efforts undertaken post reverse acquisition between Startek and Aegis.

~~In aggregate, gross profit as a percentage of revenue for the nine-month period ended September 30, 2019 increased to 17.1% as compared to 16.1% for the nine-month period ended September 30, 2018.~~

Selling, general and administrative expenses (SG&A) as a percentage of revenue increased slightly from 13.9% in the nine-month period ended September 30, 2018 to 14.8% in the nine-month period ended September 30, 2019. The increase is largely driven by the Aegis Transaction and the related costs of employees in the United States, which, as a percentage of sales for legacy Startek, is higher relative to legacy Aegis. As part of the Company-wide restructuring exercise, we have taken steps to rationalize costs.

Restructuring and other acquisition related costs totaled $2,058 for the nine-month period ended September 30, 2019. This primarily relates to the restructuring of our U.S. and Latin America operations where we closed one delivery center each and restructure cost of employee severance. The acquisition related costs for the nine-month period ended September 30, 2018 of $12,776 relates to the acquisition of Aegis by Capital Square Partners and the Aegis Transactions.

Interest and other cost totaled $10,876 for the nine-month period ended September 30, 2019, compared to $11,433 for the nine-month period ended September 30, 2018. The interest expense is on our term debt and revolving line of credit facilities.

~~Income tax expense for the nine-month period ended September 30, 2019 was $4,550 compared to $1,519 for the nine-month period ended September 30, 2018.~~

Our primary sources of liquidity are cash flows generated by operating activities, our working capital facilities, and term debt. We have historically utilized these resources to finance our operations and make capital expenditures associated with capacity expansion, upgrades of information technologies and service offerings, and business acquisitions. Due to the timing of our collections of receivables due from our major customers, we have historically needed to draw on our working capital facilities periodically for ongoing working capital needs. The Company expects to meet all its debt obligations in a timely manner.

~~Cash and~~As of March 31, 2020, cash, cash equivalents and restricted cash held by the Company and all its foreign subsidiaries ~~was $28,377 and $24,569~~increased by $7,031 to $39,657 as ~~at September 30, 2019 and~~compared to $32,626 on December 31, ~~2018, respectively.~~2019. Under current tax laws and regulations, if cash and cash equivalents held outside the United States are distributed to the United States in the form of dividends or otherwise, we may be subject to additional U.S. income taxes and foreign withholding taxes. The restricted cash balance as ~~at September 30, 2019~~of March 31, 2020 stood at ~~$10,582~~$11,862 as compared to ~~$7,952~~$12,162 as at December 31, ~~2018.~~2019. The restricted cash pertains to debt service reserve account that we have to maintain in accordance with the Senior Term Agreement and also for certain term deposits that need to be maintained in accordance with some of our lease and client agreements.

For the ~~nine-month period~~three months ended ~~September 30,~~March 31, 2020, and March 31, 2019, ~~and 2018~~ we reported net cash flows generated from operating activities of ~~$6,621~~$10,168 and ~~$4,215~~$(377) respectively. The $10,545 increase in net cash flows from operating activities was ~~driven primarily by higher operating profit and an~~due to a net increase of $8,065 in cash flows ~~related to net changes in operating~~from assets and ~~liabilities.~~liabilities, a $25,304 increase in non-cash reconciling items such as goodwill impairment, deferred tax expense, depreciation and amortization and warrant contra revenue, and an decrease of $(22,824) in net income.

For the ~~nine-month period~~three months ended ~~September 30,~~March 31, 2020, and March 31, 2019, ~~and 2018~~ we reported net cash used in investing activities of ~~$7,710~~$2,884 and ~~$5,912~~$3,495 respectively. Net cash used in investing activities ~~during~~for both the ~~nine-month period ended 2019~~periods primarily consisted of capital expenditures.

For the ~~nine-month period~~three months ended ~~September 30,~~March 31, 2020 and March 31, 2019 ~~and 2018~~ we reported net cash flows generated from financing activities of ~~$5,394~~$799 and ~~$1,892~~$5,217 respectively. During the ~~nine-month period~~quarter ended ~~September 30, 2019~~March 31, 2020 our net borrowings ~~decreased~~increased by ~~$1,169~~$756 across our various borrowing arrangements and ~~amounts raised~~we collected $43 from the ~~2019 Equity Offering was $6,563.~~issuance of common stock.

For more information, refer to Note ~~10,~~9, "Debt," and Note 14 "Subsequent events" to our unaudited condensed consolidated financial statements included in Item 1, "Financial Statements."

~~There were no material changes in our contractual obligations during~~Smaller reporting companies are not required to provide the ~~nine months ended September 30, 2019.~~information required by this item.

WeApart from certain non-recourse receivables factoring as mentioned in the note 9 of the notes to the consolidated financial statements, we have no other material off-balance sheet transactions, unconditional purchase obligations or similar instruments, and we are not a guarantor of any other entities’ debt or other financial ~~obligations.~~obligations

We have experienced and expect to continue to experience some quarterly variations in revenue and operating results due to a variety of factors, many of which are outside our control, including: (i) timing and amount of costs incurred to expand capacity in order to provide for volume growth from existing and future clients; (ii) changes in the volume of services provided to clients; (iii) expiration or termination of client projects or contracts; (iv) timing of existing and future client product launches or service offerings; (v) seasonal nature of certain clients’ businesses; and (vi) variability in demand for our services by our clients depending on demand for their products or services, and/or depending on our ~~performance.~~performance; (vii) Due to COVID- 19 pandemic.

In preparing our consolidated financial statements in conformity with US-GAAP, management must undertake decisions that impact the reported amounts and related disclosures. Such decisions include the selection of the appropriate accounting principles to be applied and assumptions upon which accounting estimates are based. Management applies its best judgment based on its understanding and analysis of the relevant circumstances to reach these decisions. By their nature, these judgments are subject to an inherent degree of uncertainty. Accordingly, actual results may vary significantly from the estimates we have applied.

Please refer to Note 2 of the Notes to the Consolidated Financial Statements in our Form ~~10-KT~~10-K for the year ended December 31, ~~2018~~2019 for a complete description of our critical accounting policies and estimates.

As Startek has now qualified for Smaller Reporting Company status, this disclosure is not required.

~~Evaluation of disclosure controls and procedures.~~As of ~~September 30, 2019,~~March 31, 2020, we carried out an evaluation, under the supervision and with the participation of ~~our~~ management, including ~~our~~the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of ~~our~~the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). ~~Based~~At 31 December 2019, the management identified a material weakness relating to certain information technology general control, that resulted in management’s assessment of internal controls over financial reporting as “ineffective”. In view of the existence of the said material weakness and based on ~~such evaluation, our~~the assessment at the quarter-end, the Chief Executive Officer and Chief Financial Officer concluded that, as of ~~September 30, 2019,~~March 31, 2020, our disclosure controls and procedures were effective and were designed to ensure that all information required to be disclosed by us in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.ineffective.

~~Changes in internal controls over financial reporting.~~On July 20, 2018, we completed Aegis transaction. In connection with this, our internal controls over financial reporting are being integrated to incorporate the internal controls over financial reporting framework of Aegis. Such integration has resulted in changes in our financial reporting (as described in Rule 13a - 15(f) under the Exchange Act) that have materially affected our internal controls over financial reporting specifically in relation to accounting period end closure process and consolidation process. As a result of the remediation plan toTo address the material weakness ~~raised by Plante Moran, PLCC in relation to SEC Financial Reporting process, accounting~~matter, management has already carried out remediation for ~~significant and unusual transactions and the consolidation process, there are changes in our internal controls over financial reporting.~~

Other than the remediation plan to mitigate the material weaknesses identified by Plante Moran, PLLC, additions and modifications to policies and controls over implementation of new lease standard, there has been no change in our internal controls over financial reporting (as described in Rule 13a - 15(f) under the Exchange Act)access clean up during the quarter and has also designed the process for identifying and regular monitoring of direct database changes through logs, post the quarter-end.

Notwithstanding the material weakness matter, as mentioned above, the management, including Chief Executive Officer and Chief Financial Officer, have concluded that the consolidated financial statements for the quarter ended ~~September 30, 2019 that has materially affected or is reasonably likely to have~~March 31, 2020 presented fairly, in all material ~~affect~~respects, our ~~internal controls.~~financial position, results of operations and cash flows for the quarters presented in conformity with accounting principles generally accepted in the United States.

~~None.~~There have been no material changes to the risk factors disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, except for the following

The recent Coronavirus or COVID-19 outbreak continues to expand and may adversely affect our financial condition and results of operations for 2020.

The recent government-imposed restrictions around the world have significantly impacted businesses and their workforces. Most of the geographies in which we operate have been affected by local lockdowns or restrictions on facilities access. Other geographies may be impacted as the coronavirus/COVID-19 spreads and/or existing restrictions may be extended/strengthened. At this point, it is impossible to predict the degree to which supply and demand for our outsourcing services will be affected, as well as the duration of such impact. This uncertainty makes it challenging for management to estimate the future performance of our businesses. However, the impact of COVID-19 will have an adverse impact on our results of operations over the near to medium term.

Given the overall uncertainty and fluidity of the current global pandemic response, coupled with how various government-imposed limitations may translate into client service delivery constraints, the Company may identify additional risk factors going forward which will be provided in the Quarterly Report.

Exhibit

Incorporated Herein by Reference

No.

Exhibit Description

Form

Exhibit

Filing Date

Exhibit Description

Exhibit

Filing Date

10.1

Letter Agreement with Rajiv Ahuja dated March 25,2020

8-K

10.1

March 31,2020

31.1*

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*

Written Statement of the Chief Executive Officer and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101*

The following materials are formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2019 and 2018 (Unaudited), (ii) Consolidated Balance Sheets as of September 30, 2019 (Unaudited) and December 31, 2018, (iii) Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018 (Unaudited) and (iv) Notes to Consolidated Financial Statements (Unaudited)

The following materials are formatted in Extensible Business Reporting Language (iXBRL): (i) Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended March 31, 2020 and 2019 (Unaudited), (ii) Consolidated Balance Sheets as of March 31, 2020 (Unaudited) and December 31, 2019, (iii) Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2020 and 2019 (Unaudited) and (iv) Notes to Consolidated Financial Statements (Unaudited)

10.1

Letter Agreement with Rajiv Ahuja dated July 13, 2019

8-K

10.1

July 23, 2019

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

PART I - FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS	Page
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ (Unaudited)	4
	Condensed Consolidated Balance Sheets as of ~~September 30, 2019~~March 31, 2020 (Unaudited) and December 31, ~~2018~~2019 (Audited)	5
	Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ (Unaudited)	4
	Condensed Consolidated Statement of Stockholders' ~~equity~~Equity for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ (Unaudited)	7
	~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~Note 1 Overview and Basis of Preparation	8
	Note 2 Summary of Accounting Policies	9
	Note 3 Goodwill and Intangible Assets	12
	Note 4 Revenue	13
	Note 5 Net Loss Per Share	15
	Note 6 Impairment and Restructuring/Exit cost	15
	Note 7 Derivative Instruments	16
	Note 8 Fair Value Measurements	16
	Note 9 Debt	18
	Note 10 Share-Based Compensation	19
	Note 11 Accumulated Other Comprehensive Loss	19
	Note 12 Segment and Geographical Information	20
	Note 13 Leases	20
	Note 14 Subsequent Event	21
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	2826
ITEM 4.	Controls and Procedures	2826

PART II - OTHER INFORMATION

ITEM 1.	Legal proceeding
ITEM 1A.	Risk Factors	2927
ITEM 2.	Unregistered sales of equity securities and use of proceeds
ITEM 3.	Defaults upon senior securities
ITEM 4.	Mine safety disclosure
ITEM 5.	Other Information	2927
ITEM 6.	Exhibits	3028
SIGNATURES		3129

	*Amount*
Stock consideration (number of shares outstanding immediately prior the closing date)		16,226,392
Closing share price on July 20, 2018	$	6.81
Total allocable purchase price	$	110,502

	*Amount*
Cash and cash equivalents	$	1,496
Other current assets		46,094
Property, plant and equipment, net		15,930
Identifiable intangible assets		28,960
Goodwill		64,345
Other non-current assets		3,204
Current liabilities		(22,548	)
Non-current liabilities		(26,979	)
Purchase price	$	110,502

Reporting Units		*Amount*
~~Aegis~~Americas		~~162,168~~64,315
~~StarTek~~India		~~64,345~~15,180
Malaysia		47,543
Saudi Arabia		54,840
South Africa		1,578
Argentina		4,991
Australia		8,186
Ending balance, ~~September 30, 2019~~March 31, 2020		$~~226,513~~196,633

	*Amount*
Opening balance, December 31, 2018	$	225,450
Measurement period adjustments		1,063
Ending balance, September 30, 2019	$	226,513

	*Amount*
Opening balance, December 31, 2019	$	219,341
Impairment		(22,708	)
Ending balance, March 31, 2020	$	196,633

	*Gross Intangibles*		*Accumulated Amortization*		*Net Intangibles*		*Weighted Average Amortization Period (years)*		*Gross Intangibles*		*Accumulated Amortization*		*Net Intangibles*		*Weighted Average Amortization Period (years)*
Customer relationships	$	65,050	$	9,193	$	55,857		6.5	$	66,220	$	12,078	$	54,142		6.5
Brand		49,500		6,809		42,691		7.1		49,500		8,647		40,853		7.1
Trademarks		14,410		1,209		13,201		7.5		13,210		1,495		11,715		7.5
Other intangibles		2,100		439		1,661		4.9		2,130		615		1,515		4.9
	$	131,060	$	17,650	$	113,410	$	-	$	131,060	$	22,835	$	108,225	$	-

Years Ending December 31,	*Amount*		*Amount*
Remainder of 2019	$	2,584
2020		10,277
Remainder of 2020			$	7,762
2021		10,277		10,350
2022		10,277		10,350
2023		10,236		10,306
2024				10,252
Thereafter		69,759		59,205

	*Employee related*			*Facilities related*			*Total*			*Employee related*			*Facilities related*			*Total*
Balance as of December 31, 2018	$	760		$	2,268		$	3,028
Balance as of December 31, 2019										$	1,326		$	514		$	1,840
Accruals/(reversals)		1,991			78			2,069			1,583			31			1,614
Payments		(1,973	)		(1,657	)		(3,630	)		(1,168	)		(178	)		(1,346	)
Balance as of September 30, 2019	$	778		$	689		$	1,467
Balance as of March 31, 2020										$	1,741		$	367		$	2,108

					*For the Three Months Ended March 31, 2020*		*For the Three Months Ended March 31, 2020*		*Year Ended December 31,2019*		*Year Ended December 31,2019*
	*Local Currency Notional Amount*		*U.S. Dollar Notional Amount*		*Local Currency Notional Amount*		*U.S. Dollar Notional Amount*		*Local Currency Notional Amount*		*U.S. Dollar Notional Amount*
Philippine Peso		1,327,000		24,821		1,597,000		30,650		769,000		14,361
Canadian Dollar		2,171		1,622		3,300		2,437		1,400		1,047
			$	26,443			$	33,087			$	15,408

Derivatives not designated under ASC 815	*For the Three Months Ended September 30, 2019*			*For the Three Months Ended September 30, 2018*			*For the Nine Months Ended September 30, 2019*			*For the Nine Months Ended September 30, 2018*			*For the Three Months Ended March 31, 2020*			*For the Three Months Ended March 31, 2019*
Foreign currency forward contracts	$	393		$	1,046		$	536		$	1,046		$	1,771		$	26
Interest rate swap	$	(6	)	$	(13	)	$	(636	)	$	(27	)	$	(340	)	$	228

	*As of September 30, 2019*								*As of March 31, 2020*
	*Level 1*		*Level 2*		*Level 3*		*Total*		*Level 1*		*Level 2*		*Level 3*		*Total*
Assets:
Foreign exchange contracts	$	—	$	1,960	$	—	$	1,960	$	—	$	3,458	$	—	$	3,458
Total fair value of assets measured on a recurring basis	$	—	$	1,960	$	—	$	1,960	$	—	$	3,458	$	—	$	3,458

Liabilities:
Interest rate swap	$	—	$	648	$	—	$	648	$	—	$	758	$	—	$	758
Foreign exchange contracts	$	—	$	153	$	—	$	153	$	—	$	557	$	—	$	557
Total fair value of liabilities measured on a recurring basis	$	—	$	801	$	—	$	801	$	—	$	1,315	$	—	$	1,315

	*As of December 31, 2018*								*As of December 31, 2019*
	*Level 1*		*Level 2*		*Level 3*		*Total*		*Level 1*		*Level 2*		*Level 3*		*Total*
Assets:
Foreign exchange contracts	$	—	$	1,388	$	—	$	1,388	$	—	$	1,823	$	—	$	1,823
Total fair value of assets measured on a recurring basis	$	—	$	1,388	$	—	$	1,388	$	—	$	1,823	$	—	$	1,823

Liabilities:
Interest rate swap	$	—	$	31	$	—	$	31	$	—	$	544	$	—	$	544
Foreign exchange contracts	$	—	$	276	$	—	$	276	$	—	$	22	$	—	$	22
Total fair value of liabilities measured on a recurring basis	$	—	$	307	$	—	$	307	$	—	$	566	$	—	$	566

	*September 30, 2019*		*December 31, 2018*		*March 31, 2020*		*December 31, 2019*
*Short term debt and current portion of long term debt*
Working capital facilities	$	25,213	$	21,975	$	29,004	$	23,179
Loan from related parties						3,383	$	3,312
Current maturity of long term debt		16,900		9,800		17,850		16,800
Equipment loan						816		801
Current maturity of finance lease obligations		658		1,816		750		632
*Total*	$	42,771	$	33,591	$	51,803	$	44,724

*Long term debt*
Term loan, net of debt issuance costs	$	108,989	$	120,462	$	100,204	$	105,075
Equipment loan		1,611		-		409		619
Secured revolving credit facility		30,901		31,152		21,935		23,097
Finance lease obligations		131		486		839		1,353
*Total*	$	141,632	$	152,100	$	123,387	$	130,144

Years	*Amount*		*Amount*
Remainder of 2019		2,800
2020		16,800
Remainder of 2020				12,600
2021		21,000		21,000
2022		88,200		88,200
Total	$	128,800	$	121,800

	*Three Months Ended September 30,*				*Nine Months Ended September 30,*					*Three Months Ended March 31,*
Vertical:	*2019*		*2018*		*2019*			*2018*		*2020*			*2019*
Telecom		61,439		73,613		191,684			198,374		55,697			65,824
E-commerce & Consumer		27,530		18,206		76,249			34,269		25,958			24,344
Financial & Business Services		12,392		14,250		38,957			42,432		13,439			13,320
Media & Cable		23,408		16,744		68,752			22,752		23,194			21,757
Travel & Hospitality		18,244		15,292		52,133			42,299		15,803			16,514
Healthcare & Education		11,880		7,690		30,761			12,634		13,448			10,529
Technology, IT & Related Services		3,063		2,404		8,958			5,225		5,050			2,437
All other segments		6,674		3,310		19,560			18,842		8,588			6,417
Gross Revenue		164,630		151,509		487,054			376,827		161,177			161,142
Less: Warrant Contra Revenue		0		-		(730	)		-		(278	)		-
Net Revenue	$	164,630	$	151,509	$	486,324		$	376,827	$	160,899		$	161,142

	*Foreign Currency Translation Adjustment*			*Derivatives Accounted for as Cash Flow Hedges*			*Defined Benefit Plan*			*Equity attributable to Startek shareholders*			*Non-controlling interests*			*Total*
Balance at December 31, 2018	$	(3,989	)	$	(15	)	$	(1,543	)	$	(5,547	)	$	(1,243	)	$	(6,790	)
Foreign currency translation		(1,299	)		-			-			(1,299	)		-			(1,299	)
Change in fair value of derivative instruments		-			50			-			50			-			50
Pension remeasurement		-			-			(25	)		(25	)		(45	)		(70	)
Balance at September 30, 2019	$	(5,288	)	$	35		$	(1,568	)	$	(6,821	)	$	(1,288	)	$	(8,109	)

	*Three Months Ended*				*For the Nine Months Ended*				*Three Months Ended*
	*September 30,*				*September 30,*				*March 31,*
	*2019*		*2018*		*2019*		*2018*		*2020*			*2019*
Revenue:
India		27,397		31,106		81,818		97,422
Americas										68,168			63,603
India & Sri Lanka										24,252			28,209
Malaysia										11,885			12,448
Middle East		31,815		31,189		97,150		93,178		34,517			31,118
Malaysia		19,392		14,911		52,588		43,263
Argentina		9,969		12,728		31,283		44,746
United States		27,119		22,475		81,301		22,475
Australia		6,895		8,717		20,850		27,152
Philippines		18,570		13,235		51,996		13,235
Argentina & Peru										10,208			12,584
Rest of World		23,472		17,148		69,339		35,356		11,869			13,180
Total	$	164,630	$	151,509	$	486,324	$	376,827	$	160,899		$	161,142

Operating income (loss):
Americas									$	926		$	865
India & Sri Lanka										(695	)		1,130
Malaysia										1,635			1,444
Middle East										1,617			1,257
Argentina & Peru										16			(439	)
Rest of World										272			413
Segment operating income										3,771			4,670
Startek consolidation adjustments
Goodwill impairment										22,708			-
Intangible amortization										2,582			2,628
Total operating income									$	(21,519	)	$	2,042

	*As on*		*As on*		*As on*		*As on*
	*September 30, 2019*		*December 31, 2018*		*March 31, 2020*		*December 31, 2019*
Property, plant and equipment, net:
India		11,115		13,287
Americas						13,282		14,156
India & Sri Lanka						9,689		10,772
Malaysia						4,018		4,375
Middle East		5,028		6,507		4,405		4,722
Malaysia		4,478		5,058
Argentina		1,276		1,341
United States		3,731		5,349
Australia		229		345
Philippines		1,858		2,835
Argentina & Peru						1,653		1,701
Rest of World		8,030		7,519		1,086		1,781
Total	$	35,745	$	42,242	$	34,133	$	37,507

	*Nine months ended*		*Three months ended*		*Three months ended*
	*September 30, 2019*		*March 31, 2020*		*March 31, 2019*

Operating lease cost	$	23,064	$	7,259	$	7,540

Finance lease cost:
Amortization of right-of-use assets		1,257		327		484
Interest on lease liabilities		71		43		28
Total finance lease cost		1,328		370		512

	*~~Nine months ended~~*
	*~~September 30, 2019~~*

~~Cash paid for amounts included in the measurement of lease liabilities:~~
~~Operating cash flows from operating leases~~		~~22,783~~
~~Operating cash flow from finance leases~~		71
~~Financing cash flows from finance leases~~		~~1,831~~

~~Right-of-use assets obtained in exchange for lease obligations:~~
~~Operating leases~~		~~66,647~~
~~Finance lease~~		-

	*As of*			*As of*			*As of*
	*September 30, 2019*			*March 31, 2020*			*March 31, 2019*
Operating Leases
Operating lease right-of-use assets	$	66,647		$	79,370		$	73,692
Operating Lease Liabilities-Current		19,838			20,761			19,677
Operating Lease Liabilities-Non-Current		47,782			59,404			54,341
Total operating lease liabilities	$	67,620		$	80,165		$	74,018

Finance Leases
Property and equipment, at cost		11,261			5,166			4,391
Accumulated depreciation		(9,736	)		(3,088	)		(1,984	)
Property and equipment, at net	$	1,525		$	2,078		$	2,407
Finance Lease Obligation-Current		658			750			632
Finance Lease Obligation-Non Current		131			839			1,353
Total finance lease liabilities	$	789		$	1,589		$	1,985

	*~~As of~~*
	*~~September 30, 2019~~*
~~Weighted average remaining lease term~~
~~Operating leases~~		~~4.59 yrs~~
~~Finance leases~~		~~2.17 yrs~~

~~Weighted average discount rate~~
~~Operating leases~~		~~7.43~~	%
~~Finance leases~~		~~6.01~~	%

	*Operating leases*			*Finance leases*			*Operating leases*			*Finance leases*
Year ending December, 31
Remaining of 2019	$	24,094		$	390
2020		17,406			362
Remaining of 2020							$	25,312		$	706
2021		11,434			63			15,978			575
2022		9,327			8			14,590			442
2023		6,513			-			11,740			-
2024								10,190			-
Thereafter		10,093			-			6,886			-
Total lease payments	$	78,867		$	823		$	84,696		$	1,723
Less imputed interest		(11,247	)		(34	)		(4,531	)		(134	)
Total	$	67,620		$	789		$	80,165		$	1,589

	For the Three Months Ended September 30, 2019		Pro Forma For the Three Months Ended September 30, 2018
Revenues	$	164,630	$	163,932
Warrant Contra Revenue				-
Net Revenue		164,630		163,932

	For the Three Months Ended March 31, 2020			For the Three Months Ended March 31, 2019
Revenues	$	161,177		$	161,142
Warrant Contra Revenue		(278	)		-
Net Revenue		160,899			161,142

	For the Three Months Ended September 30, 2019		Pro Forma For the Three Months Ended September 30, 2018

Verticals:
Telecom	$	61,439		77,812
E-commerce & Consumer		27,530		20,861
Financial & Business Services		12,392		14,538
Media & Cable		23,408		20,209
Travel & Hospitality		18,244		15,402
Healthcare & Education		11,880		8,942
Technology, IT & Related Services		3,063		2,740
All other segments		6,674		3,428
Gross Revenue		164,630		163,932
Less: Warrant Contra Revenue		-		-
Net Revenue	$	164,630	$	163,932

	For the Three Months Ended September 30, 2019				As percentage of Revenue						Three Months Ended March 31,				As % of Revenue
	2019		2018		2019			2018			2020		2019		2020			2019
Wages and benefits	$	106,402	$	93,513		64.6	%		61.7	%
Employee Benefit Expenses											$	106,389	$	100,865		66.1	%		62.6	%
Rent expense		6,898		5,492		4.2	%		3.6	%		8,083		7,798		5.0	%		4.8	%
Depreciation and amortization		5,514		5,855		3.3	%		3.9	%		5,621		5,430		3.5	%		3.4	%
Other		17,328		23,887		10.5	%		15.8	%		20,748		19,835		12.9	%		12.3	%
Total	$	136,142	$	128,747		82.7	%		85.0	%	$	140,841	$	133,928

	For Nine Months Ended			Pro Forma For Nine Months Ended
	September 30, 2019			September 30, 2018
Revenues	$	487,054		$	518,080
Warrant Contra Revenue		(730	)		(2,500	)
Net Revenue		486,324			515,580

	For the Nine Months Ended September 30, 2019				As percentage of Revenue
	2019		2018		2019			2018
Wages and benefits	$	308,664	$	237,922		63.5	%		63.1	%
Rent expense		22,591		13,413		4.6	%		3.6	%
Depreciation and amortization		16,380		15,166		3.4	%		4.0	%
Other		55,429		49,524		11.4	%		13.2	%
Total	$	403,064	$	316,025		82.9	%		83.9	%


STARTEK, INC.


By:	/s/ ~~Lance Rosenzweig~~Aparup Sengupta	Date: ~~November 7, 2019~~June 10, 2020
	~~Lance Rosenzweig~~Aparup Sengupta
	~~President and~~ Global CEO
	(principal executive officer)


By:	/s/ Ramesh Kamath	Date: ~~November 7, 2019~~June 10, 2020
	Ramesh Kamath
	Chief Financial Officer
	(principal financial and accounting officer)