Table of Contents



 

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 March 31,September 30, 2020

or 

 

 

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  June 1,October 31, 2020, there were 38,591,02140,292,755 shares of Common Stock outstanding.

 



 

 

1

Table of Contents
 

 

STARTEK, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

FORM 10-Q

 

 

PART I - FINANCIAL INFORMATION

 

 

 

ITEM 1.

FINANCIAL STATEMENTS

Page

 

Condensed Consolidated Statements of Income(Loss) and Other Comprehensive Income (Loss) for the Three and Nine Months Ended March 31,September 30, 2020 and 2019 (Unaudited)

4

 

Condensed Consolidated Balance Sheets as of March 31,September 30, 2020 (Unaudited) and December 31, 2019 (Audited)

5

 

Condensed Consolidated Statements of Cash Flows for the ThreeNine Months Ended March 31,September 30, 2020 and 2019 (Unaudited)

46

 

Condensed Consolidated Statement of Stockholders' Equity for the Three and Nine Months Ended March 31,September 30, 2020 and 2019 (Unaudited)

7

 

Note 1 Overview and Basis of Preparation

8

 Note 2 Summary of Accounting Policies9
 Note 3 Goodwill and Intangible Assets12
 Note 4 Revenue13
 Note 5 Net LossGain/(Loss) Per Share15
 Note 6 Impairment and Restructuring/Exit cost15
 Note 7 Derivative Instruments16
 Note 8 Fair Value Measurements16
 Note 9 Debt18
 Note 10 Share-Based Compensation19
 Note 11 Accumulated Other Comprehensive Loss19
 Note 12 Segment and Geographical InformationReporting20
 Note 13 Leases20
 Note 14 Subsequent Event21

ITEM 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

22

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

2629

ITEM 4.

Controls and Procedures

2629

 

 

 

PART II - OTHER INFORMATION

 

 

 

ITEM 1.

Legal proceeding

 

ITEM 1A.

Risk Factors

2730

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

2730

ITEM 6.

Exhibits

2831

SIGNATURES

 

2932

 

2

Table of Contents
 

Explanatory Para for Delay in filing of 10Q

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.

 

NOTE ABOUT FORWARD-LOOKING STATEMENTS

 

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:

 

 

certain statements, including possible or assumed future results of operations, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

 

any statements regarding the prospects for our business or any of our services;

 

any statements preceded by, followed by or that include the words “may,” “will,” “should,” “seeks,” “believes,” “expects,” “anticipates,” “intends,” “continue,” “estimate,” “plans,” “future,” “targets,” “predicts,” “budgeted,” “projections,” “outlooks,” “attempts,” “is scheduled,” or similar expressions; and

 

other statements regarding matters that are not historical facts.

 

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-K for the fiscal year ended December 31, 2019 filed with the Securities and Exchange Commission ("SEC") on March 12, 2020 and this Quarterly Report on Form 10-Q for the quarter ended March 31,September 30, 2020. Unless otherwise noted in this report, any description of "us," "we," or "our," refers to StarTek, Inc. ("Startek") and its subsidiaries.

 

 

CHANGE IN FILING STATUS

 

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.

 

3

Table of Contents

 

PART I - FINANCIAL INFORMATION

 

ITEM 1.  FINANCIAL STATEMENTS

 

 

STARTEK, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)

(In thousands, except per share amounts)

(Unaudited)

 

  

Three Months Ended March 31,

 
  

2020

  

2019

 

Revenue

  161,177   161,142 

Warrant contra revenue

  (278)  - 

Net Revenue

  160,899   161,142 

Cost of services

  (140,841)  (133,928)

Gross profit

  20,058   27,214 

Selling, general and administrative expenses

  (17,255)  (24,079)

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

  (3,506)  (4,465)

Exchange gain / (loss), net

  1,928   (691)

Loss before income taxes

  (23,105)  (2,772)

Income tax expense

  2,876   385 

Net loss

  (25,981)  (3,157)

Net income attributable to non-controlling interests

  576   189 

Net loss attributable to Startek shareholders

  (26,557)  (3,346)
         

Other comprehensive income (loss), net of tax:

        

Foreign currency translation adjustments

  (4,392)  567 

Change in fair value of derivative instruments

  (672)  (65)

Pension amortization

  396   176 

Comprehensive loss

  (30,649)  (2,479)

Comprehensive income attributable to non-controlling interests

  739   276 

Comprehensive loss attributable to Startek shareholders

  (31,388)  (2,755)
         

Net loss per common share - basic and diluted

  (0.69)  (0.09)

Weighted average common shares outstanding - basic and diluted

  38,528   37,522 
  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2020

  

2019

  

2020

  

2019

 

Revenue

  163,097   164,630   466,926   487,054 

Warrant contra revenue

  (410)  0   (1,173)  (730)

Net Revenue

  162,687   164,630   465,753   486,324 

Cost of services

  (139,808)  (136,142)  (407,003)  (403,064)

Gross profit

  22,879   28,488   58,750   83,260 

Selling, general and administrative expenses

  (14,876)  (22,926)  (46,774)  (71,938)

Impairment losses and restructuring/exit cost

  12   (220)  (24,545)  (2,069)

Acquisition related cost

  0   0   0   11 

Operating Income/ (Loss)

  8,015   5,342   (12,569)  9,264 

Share of (loss) / profit of equity accounted investees

  (5)  (16)  (25)  988 

Interest expense, net

  (3,988)  (3,372)  (10,684)  (11,864)

Exchange loss, net

  (621)  (1,880)  (331)  (2,558)

Income /(Loss) before income taxes

  3,401   74   (23,609)  (4,170)

Income tax expense

  1,649   3,436   5,808   4,550 

Net lncome / (Loss)

  1,752   (3,362)  (29,417)  (8,720)
                 
Net income/ (Loss)                

Net income /(loss) attributable to non-controlling interests

  1,385   (575)  1,990   1,007 

Net income/ (loss) attributable to Startek shareholders

  367   (2,787)  (31,407)  (9,727)
                 

Net gain /(loss) per common share - basic

  0.01   (0.07)  (0.80)  (0.26)
Net gain /(loss) per common share - diluted  0.01   (0.07)  (0.80)  (0.26)
Weighted average common shares outstanding - basic  40,275   38,467   39,143   38,011 

Weighted average common shares outstanding - diluted

  40,626   38,467   39,143   38,011 

STARTEK, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME (LOSS)

(In thousands, except per share amounts)

(Unaudited)

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2020

  

2019

  

2020

  

2019

 

Net Income / (Loss)

  1,752   (3,362)  (29,417)  (8,720)

Net income/ (Loss) attributable to non-controlling interests

  1,385   (575)  1,990   1,007 

Net Income/ (Loss) attributable to Startek shareholders

  367   (2,787)  (31,407)  (9,727)
                 

Other comprehensive (loss) / income, net of taxes:

                

Foreign currency translation adjustments

  936   (1,899)  (2,729)  (1,299)

Change in fair value of derivative instruments

  103   (298)  (577)  50 

Pension amortization

  774   (9)  (1,856)  (70)

Comprehensive (loss) / income

  1,813   (2,206)  (5,162)  (1,319)
                 

Other comprehensive (loss) / income, net of taxes

                

Other comprehensive (loss) / income attributable to non-controlling interest

  413   (19)  (1,211)  (45)

Other comprehensive (loss) / income attributable to Startek shareholders

  1,400   (2,187)  (3,951)  (1,274)
   1,813   (2,206)  (5,162)  (1,319)

Comprehensive (loss) / income

                

Comprehensive (loss)/income attributable to non-controlling interests

  1,798   (594)  779   962 

Comprehensive (loss)/ income attributable to Startek shareholders

  1,767   (4,974)  (35,358)  (11,001)
   3,565   (5,568)  (34,579)  (10,039)

 

See Notes to Consolidated Financial Statements.

 

4

Table of Contents
 

 

STARTEK, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

(In thousands, except share data)

(Unaudited)

 

 

March 31,

 

December 31,

  

September 30,

 

December 31,

 
 

2020

  

2019

  

2020

  

2019

 

ASSETS

            

Current assets:

          

Cash and cash equivalents

  27,795   20,464   48,463   20,464 

Restricted cash

 11,862  12,162  8,122  12,162 

Trade accounts receivable, net

 100,152  108,479  77,767  108,479 

Unbilled Revenue

 40,586  41,449 

Unbilled revenue

 40,126  41,449 

Prepaid and other current assets

  19,516   12,008   12,612   12,008 

Total current assets

  199,911   194,562   187,090   194,562 

Property, plant and equipment, net

 34,133  37,507  34,423  37,507 

Operating lease Right-of-use assets

 79,370  73,692 

Operating lease right-of-use assets

 70,256  73,692 

Intangible assets, net

 108,225  110,807  103,042  110,807 

Goodwill

 196,633  219,341  196,633  219,341 

Investment in associates

 477  553  109  553 

Deferred tax assets, net

 3,009  5,251  2,782  5,251 

Prepaid expenses and other non-current assets

  15,568   16,370   13,140   16,370 

Total assets

  637,326   658,083   607,475   658,083 

LIABILITIES AND STOCKHOLDERS’ EQUITY

            

Current liabilities:

          

Trade accounts payable

  20,004   25,449 

Accrued expenses and other current liabilities

 89,600  82,598 

Trade accounts payables

  14,591   25,449 

Accrued expenses

 64,375  45,439 

Short term debt

 32,387  26,491  15,206  26,491 

Current maturity of long term debt

 18,666  17,601  19,142  18,233 

Current maturity of operating lease liabilities

 20,761  19,677 

Current maturity of finance lease obligations

  750   632 

Current maturity of operating lease obligation

 18,649  19,677 

Other current liabilities

 39,854  37,159 

Total current liabilities

  182,168   172,448   171,817   172,448 

Long term debt

 123,387  130,144  101,626  130,144 

Operating lease liabilities

 59,404  54,341  52,854  54,341 

Other non-current liabilities

 12,881  11,140  17,378  11,140 

Deferred tax liabilities, net

  17,739   18,226   16,596   18,226 

Total liabilities

  395,579   386,299   360,271   386,299 

Commitments and contingencies

        

Stockholders’ equity:

          

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 

Common stock, 60,000,000 non-convertible shares, $0.01 par value, authorized; 40,288,453 and 38,525,636 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively

  403   385 

Additional paid-in capital

 277,852  276,827  287,221  276,827 

Accumulated deficit

 (77,965) (46,145)

Accumulated other comprehensive loss

 (10,853) (6,022) (9,973) (6,022)

Accumulated deficit

  (73,115)  (46,145)

Equity attributable to Startek shareholders

  194,269   225,045   199,686   225,045 

Non-controlling interest

  47,478   46,739   47,518   46,739 

Total stockholders’ equity

  241,747   271,784   247,204   271,784 

Total liabilities and stockholders’ equity

  637,326   658,083   607,475   658,083 

 

See Notes to Consolidated Financial Statements.

 

5

Table of Contents
 

 

STARTEK, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands)

(Unaudited)

 

 

Three Months Ended March 31,

  

Nine Months Ended September 30,

 
 

2020

  

2019

  

2020

  

2019

 

Operating Activities

            

Net loss

 $(25,981) $(3,157) $(29,417) $(8,720)

Adjustments to reconcile net loss to net cash provided by operating activities:

          

Depreciation and amortization

 7,093  7,304  21,279  22,056 
Impairment of goodwill 22,708 -  22,708 - 

Profit on sale of property, plant and equipment

 -  (251)

Loss /(profit) on sale of property, plant and equipment

 181  (223)

Provision for doubtful accounts

 154  630  2,089  1,238 

Warrant contra revenue

 278  -  1,173  730 

Share-based compensation expense

 291  425  447  1,151 

Deferred income taxes

 1,879  (659) 1,192  209 

Share of (loss) / Profit of equity accounted investee

 8  (342)

Share of loss / (profit) of equity accounted investees

 25  (988)

Changes in operating assets and liabilities:

          

Trade accounts receivable

 4,503  4,384 

Prepaid expenses and other assets

 (7,658) (8,789)

Trade accounts receivable, net

 26,171  (1,529)

Prepaid expenses and other assets, current and noncurrent

 (117) (950)

Trade accounts payable

 (4,722) (79) (10,155) (5,236)

Income taxes, net

 (672) (948) 1,300  (2,267)

Accrued expenses and other current liabilities

  12,287   1,105 

Net cash (used in) / generated from operating activities

 $10,168  $(377)

Accrued expenses and other liabilities, current and noncurrent

  27,421   1,150 

Net cash generated from operating activities

 $64,297  $6,621 
  

Investing Activities

            

Purchases of property, plant and equipment

 (2,884) (3,495) (10,141) (9,027)

Net cash used in generated investing activities

 $(2,884) $(3,495)
Proceeds from equity-accounted investees 429 1,317 

Net cash used in investing activities

 $(9,712) $(7,710)
  

Financing Activities

            

Proceeds from the issuance of common stock

 43  515  8,379  6,563 

Payments on long term debt

 (4,200) (1,400) (4,200) (7,000)

Proceeds from (payments on) other debt, net

  4,956   6,102   (34,549)  5,831 

Net cash generated generated from financing activities

 $799  $5,217 

Net cash (used in) / generated from financing activities

 $(30,370) $5,394 
 

Net increase in cash and cash equivalents

 8,083  1,345  24,215  4,305 

Effect of exchange rate changes on cash and cash equivalents and restricted cash

 (1,052) (226) (256) (497)

Cash and cash equivalents and restricted cash at beginning of period

  32,626   24,569 

Cash and cash equivalents and restricted cash at end of period

 $39,657  $25,688 

Cash and cash equivalents and restricted cash at the beginning of the period

  32,626   24,569 

Cash and cash equivalents and restricted cash at the end of the period

 $56,585  $28,377 
  

Components of cash and cash equivalents and restricted cash

            

Balances with banks

 27,795  14,595  48,463  17,795 

Restricted cash

  11,862   11,093   8,122   10,582 

Total cash and cash equivalents and restricted cash

 $39,657  $25,688   56,585  $28,377 
 
Supplemental disclosure of Cash Flow Information     
Cash paid for Interest and other finance cost 10,392 11,179 
Cash paid for income taxes 2,752 6,740 
Non cash warrant contra revenue 1,173 730 
Non cash share-based compensation expenses 447 1,151 

 

See Notes to Consolidated Financial Statements.

 

6

Table of Contents
 

 

STARTEK, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(In thousands, except share data)

(Unaudited)

 

 

Common Stock

     Other Items of OCI      
 

Common Stock

 

Additional paid-in

 

Accumulated

 

Foreign currency

 Change in fair value of 

Unrecognised

 

Equity attributable to Startek

 

Non-controlling

 

Total stockholders'

  Shares Amount Additional paid-in Accumulated Foreign currency Change in fair value of Unrecognised  Equity attributable to Startek Non-controlling Total stockholders' 
 

Shares

  

Amount

  

capital

  

deficit

  

translation

  

derivative instruments

  

pension cost

  

shareholders

  

interest

  

equity

        

capital

  

deficit

  

translation

  

derivative instruments

  

pension cost

  

shareholders

  

interest

  

equity

 

Three months ended

                                                   

Balance at June 30, 2020

 40,210,299  $401  $286,205  $(78,332) $(8,233) $(205) $(2,935) $196,901  $45,720  $242,621 
Issuance of common stock 78,154 2 368 0 0 0 0  370 0 370 
Share-based compensation expenses - 0 238 0 0 0 0  238 0 238 
Warrant expenses - 0 410 0 0 0 0  410 0 410 
Net income (loss) - 0 0 367 0 0 0  367 1,385 1,752 
Other comprehensive loss for the period - 0 0 0 936 103 361  1,400 413 1,813 

Balance at September 30, 2020

  40,288,453  $403  $287,221  $(77,965) $(7,297) $(102) $(2,574) $199,686  $47,518  $247,204 
    

Balance at June 30, 2019

 38,452,111  $384  $275,284  $(38,067) $(3,389) $333  $(1,578) $232,967  $46,912  $279,879 
Issuance of common stock 30,914 1 96 0 0 0 0  97 0 97 
Share-based compensation expenses - 0 370 0 0 0 0  370 0 370 
Warrant expenses - 0 0 0 0 0 0  0 0 0 
Net income (loss) - 0 0 (2,787) 0 0 0  (2,787) (575) (3,362)
Other comprehensive loss for the period - 0 0 0 (1,899) (298) 10  (2,187) (19) (2,206)

Balance at September 30, 2019

  38,483,025  $385  $275,750  $(40,854) $(5,288) $35  $(1,568) $228,460  $46,318  $274,778 
    

Nine months ended

                     

Balance at December 31, 2019

  38,525,636  $385  $276,827  $(46,145) $(4,568) $475  $(1,929) $225,045  $46,739  $271,784  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) - - - - - -  - 0 413 (413) 0 0 0  0 0 0 

Issuance of common stock

 16,088  -  43  -  -  -  -  43  -  43  1,762,817 18 8,361 0 0 0 0  8,379 0 8,379 

Share-based compensation expenses

 -  -  291  -  -  -  -  291  -  291  - 0 447 0 0 0 0  447 0 447 

Warrant expenses

 -  -  278  -  -  -  -  278  -  278  - 0 1,173 0 0 0 0  1,173 0 1,173 

Net income (loss)

 -  -  -  (26,557) -  -  -  (26,557) 576  (25,981) - 0 0 (31,407) 0 0 0  (31,407) 1,990 (29,417)

Other comprehensive loss for the period

  -   -   -   -   (4,392)  (672)  233   (4,831)  163   (4,668) - 0 0 0 (2,729) (577) (645) (3,951) (1,211) (5,162)

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 September 30, 2020

  40,288,453  $403  $287,221  $(77,965) $(7,297) $(102) $(2,574) $199,686  $47,518  $247,204 
     

Balance at December 31, 2018

  37,446,323  $374  $267,317  $(31,127) $(3,989) $(15) $(1,543) $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

 115,421  1  514  -  -  -  -  515  -  515  1,036,702 11 6,552 0 0 0 0  6,563 0 6,563 

Share-based compensation expenses

 -  -  425  -  -  -  -  425  -  425  - 0 1,151 0 0 0 0  1,151 0 1,151 

Warrant expenses

 -  -  -  -  -  -  -  -  -  -  - 0 730 0 0 0 0  730 0 730 

Net income (loss)

 -  -  -  (3,346) -  -  -  (3,346) 189  (3,157) - 0 0 (9,727) 0 0 0  (9,727) 1,007 (8,720)

Other comprehensive loss for the period

  -   -   -   -   567   (65)  90   592   86   678  - 0 0 0 (1,299) 50 (25) (1,274) (45) (1,319)

Balance at March 31, 2019

  37,561,744  $375  $268,256  $(34,473) $(3,422) $(80) $(1,453) $229,203  $45,631  $274,834 

Balance at September 30, 2019

  38,483,025  $385  $275,750  $(40,854) $(5,288) $35  $(1,568) $228,460  $46,318  $274,778 

 

7

Table of Contents

 

STARTEK, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31,September 30, 2020

(In thousands, except share and per share data)

(Unaudited)

 

 

1. OVERVIEW AND BASIS OF PREPARATION

 

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.

 

Business

 

Startek is a leading global provider of technology-enabled business process outsourcing company thatmanagement solutions.The Company provides omnichannelomni-channel customer interactions,experience, digital transformation and technology and back-office support solutions forservices to some of the world’s most iconicfinest brands globally. Startek is committed to impacting clients’ business outcomes by focusing on enhancing customer experience and digital enablement across all touch points and channels. Startek has more than 40,000 CX experts globally spread across 46 delivery campuses in13 countries. The Company services over 250 clients across a range of industries such as Banking and Financial Services, Insurance, Technology, Telecom, Healthcare, Travel & Hospitality,Consumer Goods, Retail, and Energy & Utilities.

The Company offers a repository of digital and omnichannel solutions based on decades of experience in driving growth by putting the customer at the center of our business. Because noone solution fits all, we have crafted solution delivery to suit 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.

industries. 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 indelivery campuses across India, United States, India, Malaysia, Philippines,Australia, South Africa, Canada, Honduras, Jamaica, Kingdom of Saudi Arabia, Argentina, Peru and Sri Lanka.

 

Basis of preparation

 

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 consolidated 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 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 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 Consolidated StatementsStatement of Comprehensive Income (loss).

 

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 consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2019.

8


Table of Contents

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

 

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, valuation allowances for deferred tax assets and restructuring costs. Management believes that the estimates used in the preparation of the condensed consolidated financial statements are 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.

Revenue

 

On April 1, 2018, theThe 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 given in ASC 606, 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 4 on "Revenue from Contracts with Customers" for further information.

Leases

 

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.

 

ForDuring the firstquarter endedof March 31, 2020,the COVID-19 pandemic hasdid not triggeredtrigger changes to the terms of any of the Company’s leases. Whileleases, however during second quarter we have received partial relief from few landlords in terms of rent discounts for certain periods and deferments of rent for a few facilities. Rent discounts and deferment of rent have been accounted for without lease modification using the Company doespractical expedient provided by the FASB.There is notno currently expect any large-scale contractionnew rent deferments/discounts being received 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-quarter ending 19September 30, 2020. pandemic could alter the Company’s plans for or use of its physical infrastructure in the long term.

 

9

Table of Contents
 

Business Combinations

 

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 and Intangible Assets

 

Goodwill represents the cost of acquired businesses in excess of the fair value of identifiable tangible and intangible net assets purchased. Goodwill is not amortized but is tested for impairment at least on an annual basis on December 31, based on a number of factors, including operating results, business plans and future cash flows. The Company performs an assessment of qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is 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 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 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 below its carrying amount. Refer to Note 3 for information and 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.

Foreign Currency Matters

 

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%.  Considering the inflation data of Argentina, 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 isare recorded through net income as opposed to through other comprehensive income as had been done historically. Translation adjustments from periods prior periods willto the change in functional currency were not be removed from equity.

Stock-Based Compensation

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 10, “Share-Based Compensation” for further information.

Common Stock Warrant Accounting

 

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

 

10

 

 

Recent Accounting Pronouncements

 

 

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.

 

In June 2016, FASB issued 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 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, 2022, and interim periods therein for smaller reporting companies. We do not expect the adoption of ASU 2016-13 will have a material impact on our consolidated financial statements.

 

In March 2020, the FASB issued ASU No. 2020-03, “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 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 guidance is effective upon issuance and generally can be applied through December 31, December 2022.The Company is still in the process of assessing the impact of this ASU.

 

11

Table of Contents

 

 

3. GOODWILL AND INTANGIBLE ASSETS

 

Goodwill

 

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

 

Reporting Units

Amount

Americas64,315
India15,180
Malaysia47,543
Saudi Arabia54,840
South Africa1,578
Argentina4,991
Australia8,186
Ending balance, March 31, 2020$196,633

Reporting Units

 

September 30, 2020

  

December 31, 2019

 

Americas

  64,315   64,315 

India

  15,180   31,000 

Malaysia

  47,543   47,543 

Saudi Arabia

  54,840   54,840 

South Africa

  1,578   5,910 

Argentina

  4,991   4,991 

Australia

  8,186   10,742 

Total

 $196,633  $219,341 

 

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 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.

 

During the first 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"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 a discounted cash flow model (income approach). 

 

This approach relied on numerous assumptions and judgments that 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 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 unitunits, respectively. If

As of September 30,2020, based on the pandemic's economic impactqualitative assessment, we concluded there is more severe, or if the economic recovery takes longer to materialize or does notno materialize as strongly as anticipated, this could result in further goodwilladditional impairment charges.of goodwill.

 

The following table presents the changes in goodwill during the period:

 

 

Amount

  

Amount

 

Opening balance, December 31, 2019

 $219,341  $219,341 

Impairment

  (22,708)  (22,708)

Ending balance, March 31, 2020

 $196,633 

Ending balance, September 30, 2020

 $196,633 

 

Intangible Assets

 

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

 

 Gross Intangibles  Accumulated Amortization  

Net Intangibles

  Weighted Average Amortization Period (years)  

Gross Intangibles

  

Accumulated Amortization

  

Net Intangibles

  

Weighted Average Amortization Period (years)

 

Customer relationships

 $66,220  $12,078  $54,142  6.5  $66,220  $14,882  $51,338  6.5 

Brand

 49,500  8,647  40,853  7.1  49,500  10,484  39,016  7.1 

Trademarks

 13,210  1,495  11,715  7.5  13,210  1,935  11,275  7.5 

Other intangibles

  2,130   615   1,515  4.9   2,130   717   1,413   4.9 
 $131,060 $22,835 $108,225 $-  $131,060  $28,018  $103,042     

 

During the first quarter of 2020, the Company reviewed the carrying value of its intangible assets due to the events and circumstances surrounding the COVID-19 pandemic. As a result of the indicator of impairment identified,recent global economic disruption and uncertainty due to the COVID-19 pandemic, the Company performed an interim impairment assessment of its intangible assetsconcluded a triggering event had occurred as of March 31, 2020.2020, and accordingly, performed interim impairment testing on the all intangible assets. Based on the results of our analyses, the estimated fair values of the trade namesintangibles exceeded the carrying values.

As of September 30,2020, based on the qualitative assessment, we concluded there is 0 additional impairment of the Company's intangible assets.

 

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

 

Years Ending December 31,

 

Amount

 

Remainder of 2020

 $7,762 

2021

  10,350 

2022

  10,350 

2023

  10,306 

2024

  10,252 

Thereafter

  59,205 

Years Ending December 31,

 

Amount

 
Remainder of 2020 $2,587 

2021

  10,350 

2022

  10,350 

2023

  10,306 

2024

  10,252 

Thereafter

  59,197 

 

 

12


Table of Contents

 

4.  REVENUE

 

The companyCompany 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.

 

Contracts with Customers

 

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.

 

Performance Obligations

 

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:

 

 

The identification, operation, management and maintenance of facilities, IT equipment, and IT and telecommunications infrastructure

 

Management of the entire human resources function, including recruiting, hiring, training, supervising, evaluating, coaching, retaining, compensating, providing employee benefits programs, and disciplinary activities

 

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.

 

13

Table of Contents
 

Revenue Recognition Methods

 

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).

 

Practical expedients and exemptions

 

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

 

 

ASC 606-10-50-14 exempts companies from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less

 

ASC 340-40-25-4 allows companies to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less.

 

ASC 606-10-32-2A allows an entity to make an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer (for example, sales, use, value added, and some excise taxes)

 

ASC 606-10-55-18 allows an entity that has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date (for example, a service contract in which an entity bills a fixed amount for each hour of service provided), the entity may recognize revenue in the amount to which the entity has a right to invoice.

 

The Company has evaluatedOur net revenues in the impact ofsecond quarter were negatively impacted by 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, whetherprimarily due to full or partial shutdownslockdowns and lower active workforce in most 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,Geographies where we had operations, the Company has concluded that, duringdid see improvement throughout the three months ended March 31, 2020, the impact of COVID-19 was not materialcurrent quarter as countries and states began 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.gradually re-open.

 

Disaggregated Revenue

 

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

 

  

Three Months Ended March 31,

 

Vertical:

 

2020

  

2019

 

Telecom

  55,697   65,824 

E-commerce & Consumer

  25,958   24,344 

Financial & Business Services

  13,439   13,320 

Media & Cable

  23,194   21,757 

Travel & Hospitality

  15,803   16,514 

Healthcare & Education

  13,448   10,529 

Technology, IT & Related Services

  5,050   2,437 

All other segments

  8,588   6,417 

Gross Revenue

  161,177   161,142 

Less: Warrant Contra Revenue

  (278)  - 

Net Revenue

 $160,899  $161,142 

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 

Vertical:

 

2020

  

2019

  

2020

  

2019

 

Telecom

  54,834   61,439   160,362   191,684 

E-commerce & Consumer

  23,320   27,530   71,884   76,249 

Financial & Business Services

  12,208   12,392   36,041   38,957 

Media & Cable

  25,536   23,408   70,801   68,752 

Travel & Hospitality

  15,063   18,244   45,028   52,133 

Healthcare & Education

  12,315   11,880   34,932   30,761 

Technology, IT & Related Services

  4,813   3,063   14,310   8,958 

All other segments

  15,008   6,674   33,568   19,560 

Gross Revenue

  163,097   164,630   466,926   487,054 

Less: Warrant Contra Revenue

  (410)  0   (1,173)  (730)

Net Revenue

 $162,687  $164,630   465,753  $486,324 

 

14

Table of Contents

 

5. NET LOSSGAIN/ (LOSS) PER SHARE

 

Basic net lossearnings 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.

 

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

 

 

Three Months Ended March 31,

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
 

2020

  

2019

  

2020

  

2019

  

2020

  

2019

 

Anti-dilutive securities:

                

Stock options

  2,316   2,782  211  2,637  2,334  2,637 

 

 

6. IMPAIRMENT LOSSES & RESTRUCTURING/EXIT COST

 

Impairment Loss

 

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

 

Restructuring/Exit Cost

 

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

 

 

 

Employee related

  

Facilities related

  

Total

  

Employee related

  

Facilities related

  

Total

 

Balance as of December 31, 2019

 $1,326  $514  $1,840  $1,326  $514  $1,840 

Accruals/(reversals)

 1,583  31  1,614  1,497  340  1,837 

Payments

  (1,168) (178) (1,346)  (2,823)  (743)  (3,566)

Balance as of March 31, 2020

 $1,741  $367  $2,108 

Balance as of September 30, 2020

 $0  $111  $111 

 

 

Employee related

 

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

In March 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 $20 by the end of second quarter 2020.due payments have been made.

 

Facilities related

 

In 2018, we terminated various leases in the United States and the 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 $359$111 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 $8 by the end of the second quarter of 2020.

15


Table of Contents

 

7.  DERIVATIVE INSTRUMENTS

 

Cash flow hedges

 

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.

 

FromThe Company has terminated all cash flow hedges contracts early in January 1,April, 2020 due to March 31, 2020, we entered into Philippine peso and Canadian-dollar non-deliverable forward and range forward contracts for a notional amount of 1,387,999,998 Philippine pesos and 3,028,575change in Canadian Dollars.counterparty relationship, hence balance as on September 30,2020 is nil.

 

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

 

  

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

 

Philippine Peso

  1,597,000   30,650   769,000   14,361 

Canadian Dollar

  3,300   2,437   1,400   1,047 
      $33,087      $15,408 

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.

  

For the Three Months Ended September 30, 2020

  

For the Three Months Ended September 30, 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

 

Philippine Peso

  0   0   769,000   14,361 

Canadian Dollar

  0   0   1,400   1,047 
      $-      $15,408 

 

Derivative assets and liabilities associated with our hedging activities are measured at gross fair value as described in Note 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.

 

 

Gain (Loss) Recognized in AOCI, net of tax

  

Gain (Loss) Recognized in AOCI, net of tax

  

Gain/ (Loss) Reclassified from AOCI into Income

  

Gain/ (Loss) Reclassified from AOCI into Income

  

Gain (Loss) Recognized in AOCI, net of tax

  

Gain (Loss) Recognized in AOCI, net of tax

  

Gain/ (Loss) Reclassified from AOCI into Income

  

Gain/ (Loss) Reclassified from AOCI into Income

 
 

Three months ended March 31, 2020

  

Three months ended March 31, 2019

  

Three months ended March 31, 2020

  

Three months ended March 31, 2019

  

Nine Months Ended September 30, 2020

  

Nine Months Ended September 30, 2019

  

Nine Months Ended September 30, 2020

  

Nine Months Ended September 30, 2019

 
     

Cash flow hedges:

     

Foreign exchange contracts

  (860)  65   188   -   (434)  271   (143)  (221)

 

Non-designated hedges

 

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 StatementsStatement of Comprehensive Income (Loss). The following table presents these amounts for the three and ninemonths ended March 31,September 30, 2020 and 2019:

 

Derivatives not designated under ASC 815

 

For the Three Months Ended March 31, 2020

  

For the Three Months Ended March 31, 2019

  

For the Three Months Ended September 30, 2020

  

For the Three Months Ended September 30, 2019

  

For the Nine Months Ended September 30, 2020

  

For the Nine Months Ended September 30, 2019

 

Foreign currency forward contracts

 $1,771  $26  $(578) $393  $(110) $536 

Interest rate swap

 $(340) $228  $(2) $(6) $(424) $(636)

 

 

8.  FAIR VALUE MEASUREMENTS 

 

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 1 - Quoted prices for identical instruments traded in active markets.

 

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:

 

16


Table of Contents
 

Derivative Instruments

 

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 Prepaid and Other current assets and Other current liabilities, respectively, on our balance sheet.

  

 

As of March 31, 2020

  

As of September 30, 2020

 
 

Level 1

  

Level 2

  

Level 3

  

Total

  

Level 1

  

Level 2

  

Level 3

  

Total

 

Assets:

                  

Foreign exchange contracts

 $  $3,458  $  $3,458  $0  $1,256  $0  $1,256 

Total fair value of assets measured on a recurring basis

 $  $3,458  $  $3,458  $0  $1,256  $0  $1,256 
  

Liabilities:

                  

Interest rate swap

 $  $758  $  $758  $0  $344  $0  $344 

Foreign exchange contracts

 $  $557  $  $557  $0  $0  $0  $0 

Total fair value of liabilities measured on a recurring basis

 $  $1,315  $  $1,315  $0  $344  $0  $344 

 

  

As of December 31, 2019

 
  

Level 1

  

Level 2

  

Level 3

  

Total

 

Assets:

                

Foreign exchange contracts

 $  $1,823  $  $1,823 

Total fair value of assets measured on a recurring basis

 $  $1,823  $  $1,823 
                 

Liabilities:

                

Interest rate swap

 $  $544  $  $544 

Foreign exchange contracts

 $  $22  $  $22 

Total fair value of liabilities measured on a recurring basis

 $  $566  $  $566 

  

As of December 31, 2019

 
  

Level 1

  

Level 2

  

Level 3

  

Total

 

Assets:

                

Foreign exchange contracts

 $0  $1,823  $0  $1,823 

Total fair value of assets measured on a recurring basis

 $0  $1,823  $0  $1,823 
                 

Liabilities:

                

Interest rate swap

 $0  $544  $0  $544 

Foreign exchange contracts

 $0  $22  $0  $22 

Total fair value of liabilities measured on a recurring basis

 $0  $566  $0  $566 

 

17


Table of Contents

 

9. DEBT

 

The below table presents details of the Company's debt:

 

 

March 31, 2020

  

December 31, 2019

  

September 30, 2020

  

December 31, 2019

 

Short term debt and current portion of long term debt

      

Short term debt

      

Working capital facilities

 $29,004  $23,179  $15,206  $23,179 
Loan from related parties 3,383 $3,312  0 3,312 

Current maturity of long term debt

 17,850  16,800 
Equipment loan 816 801 
Current portion of long term debt     

Current maturity of long term loan

 17,850  16,800 
Current maturity of equipment loan 726 801 

Current maturity of finance lease obligations

  750   632   566   632 

Total

 $51,803  $44,724  $34,348  $44,724 
  

Long term debt

            

Term loan, net of debt issuance costs

 $100,204  $105,075  $100,973  $105,075 

Equipment loan

 409  619  99  619 

Secured revolving credit facility

 21,935  23,097  0  23,097 

Finance lease obligations

  839   1,353   554   1,353 

Total

 $123,387  $130,144  $101,626  $130,144 

 

Working capital facilities

 

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 $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 $29$15.2 million as of March 31,September 30, 2020.

 

Loan from related parties

 

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 payhas paid 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.The amounts outstanding as at September 30,2020 is nil.

 

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 payhas paid 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. The amounts outstanding as at September 30,2020 is nil.

 

Term loan

 

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.


On July 9, 2020, the Company entered into an Amended and Restated Facility Agreement to amend some of the terms of the Term Loan subject to certain conditions. The key terms amended include, deferment of principal repayment for the amounts due between May 2020 and Jan 2021. Testing of covenants were also waived for the calendar year 2020 and covenant testing will be carried out for the quarter ended March 2021. Under the conditions laid down in the aforementioned Agreement, the November 2020 principal repayment of $4.2 million that was earlier deferred, now becomes due.

Principal payments due on the term loan are as follows:

 

Years

 

Amount

  

Amount

 

Remainder of 2020

 12,600  4,200 

2021

 21,000  22,050 

2022

  88,200   95,550 
Total $121,800  $121,800 

 

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 March 31,September 30, 2020 amount to $3.7 million.$2.98 million.The Company agreed to pay a one time consent fees to the lender consortium towards the Amendment Agreement entered into on July 9, 2020. The consent fee would be $0.9 million and will be payable no later than June 30, 2021.

 

Secured revolving credit facility

 

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

 

AsThis facility was closed in April 2020 and the amounts outstanding as of March 31, September 30,2020, we had $21.93 million of outstanding borrowings and our remaining borrowing capacity was $13.40 million. Our borrowings bear interest at one-month LIBOR plus 1.50% to 1.75%, depending on current availability. is nil.

 

Non-recourse factoring

 

We have entered into factoring agreements with financial institutions to sell certain of our accounts receivable under non-recourse agreements. 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 removed from the Company's consolidated balance sheet when the cash proceeds are received by the 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 $12.8$26.82 million for threenine months ended March 31,September 30, 2020.

 

18

Table of Contents
 

BMO Equipment Loan

 

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.The amounts outstanding as at September 30, 2020 is $0.83 million.

 

Finance lease obligations

 

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.

 

 

10. SHARE-BASED COMPENSATION

 

Amazon Warrant

 

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. AsOn May 17, 2019, the Company issued and sold 692,520 shares of Common Stock to certain investors at a price per share of $7.48.   The Warrant contains certain anti-dilution provisions and as a result of an anti-dilution adjustment that was triggered in 2019,such offering, the total number of shares issuable to Amazon  havewas adjusted from 4,000,000 to 4,002,964 and the exercise price of the Warrant was adjusted from $9.96 per share to $9.95 per share. On June 29, 2020, the Company issued and sold 1,540,041 shares of Common Stock to CSP Victory Limited at a price per share of $4.87 per share.  As a result of such transaction, the  total number of shares issuable to Amazon has been adjusted from 4,002,964 to 4,006,051 and the exercise price of the Warrant was adjusted from 4,000,000$9.95 per share to 4,002,964.$9.94 per share. 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 in 2019. 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.

As per ASC 606, the Company has accrued $410 and $1,173 for the three and nine month ended September 30, 2020 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 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.

 

In line with ASU 2019-08, the Company has measured share-based payments at grant-date fair value, which will be the basis for the amount to be reduction in revenue. The Company has given the transitional impact of $413 in Equity in respect of awards wherein measurement date was not established or were not settled as of the beginning of financial year in which ASU is adopted (i.e. JanJanuary 01, 2020).

 

Share-based compensation

 

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 three months and nine months ended March 31,September 30, 2020was $291,$238 and $447, and is included in selling, general and administrative expense. As of March 31,September 30, 2020,, there was no$1,012 of total unrecognized compensation expense related to non-vested stock options.options, which is expected to be recognized over a weighted-average period of 2.66 years.

On July 1 2020, the Company entered into an Employment Agreement with Mr. Aparup Sengupta who is designated as Executive Chairman and Global CEO. On the basis of the Employment Agreement, during the quarter the Company has issued and paid $600 in form of fully vested equity shares and also accrued other compensation cost of approximately $450 as of September 30, 2020.

 

 

11.  ACCUMULATED OTHER COMPREHENSIVE LOSS

 

Accumulated other comprehensive loss consisted of the following items:

 

 Foreign Currency Translation Adjustment  Derivatives Accounted for as Cash Flow Hedges  Defined Benefit Plan  Equity attributable to Startek shareholders  Non-controlling interests  

Total

  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, 2019

 $(4,568) $475  $(1,929)   $(6,022) $(1,597) $(7,619) $(4,568) $475  $(1,929) $(6,022) $(1,597) $(7,619)

Foreign currency translation

 (4,392)  -   -    (4,392)  -   (4,392) (2,729) 0  0  (2,729) 0  (2,729)

Reclassification to operations

 -   188   -    188   -   188  0  (143) 0  (143) 0  (143)
Unrealized losses -   (860)  -    (860)  -   (860) 0  (434) 0  (434) 0  (434)

Pension remeasurement

  -   -   233    233   163   396   0   0   (645)  (645)  (1,211)  (1,856)

Balance at March 31, 2020

 $(8,960) $(197) $(1,696)   $(10,853) $(1,434) $(12,287)

Balance at September 30, 2020

 $(7,297) $(102) $(2,574) $(9,973) $(2,808) $(12,781)

 

19


Table of Contents

 

12.  SEGMENT AND GEOGRAPHICAL INFORMATIONREPORTING

 

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 Global Chief Executive Officer (CEO) and President, who have been identified as the Chief Operating Decision Maker ("CODM"), reviews financial information mainly on a geographical basis.

 

In the fourth quarter of 2019, we reorganized our operating business model. Our new operating business model is focused on 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 Startek, Inc.

 

Prior period results have been revised for segment disclosure to conform to current period presentation. We report our results of operations as follows in Six reportable segments:
a) Americas
b) Middle EastIndia and Sri Lanka
c) Malaysia 
d) India and Sri LankaMiddle East 
e) Argentina & Peru
f) Rest of World

 

 

Three Months Ended

  

Three Months Ended

 

Nine Months Ended

 
 

March 31,

  

September 30,

  

September 30,

 
 

2020

  

2019

  

2020

  

2019

  

2020

  

2019

 

Revenue:

                  
Americas 68,168 63,603  64,597  67,072  191,244  184,070 

India & Sri Lanka

 24,252  28,209  19,821  28,362  60,771  84,519 

Malaysia

 11,885  12,448  13,933  13,312  37,835  46,508 

Middle East

 34,517  31,118  43,665  31,816  114,425  97,150 

Argentina & Peru

 10,208  12,584  9,312  11,637  28,517  36,060 

Rest of World

  11,869   13,180   11,359   12,431   32,961   38,017 

Total

 $160,899  $161,142  $162,687  $164,630  $465,753  $486,324 
     
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 

  

Three Months Ended

  

Nine Months Ended

 
  

September 30,

  

September 30,

 
  

2020

  

2019

  

2020

  

2019

 

Operating income (loss):

                

Americas

 $4,052  $3,170  $4,723  $2,232 

India & Sri Lanka

  (1,633)  1,050   (2,538)  1,302 

Malaysia

  3,580   1,749   8,520   5,621 

Middle East

  3,156   (445)  5,371   4,939 

Argentina & Peru

  854   1,317   494   1,197 

Rest of World

  609   787   1,335   1,635 

Segment operating income

  10,618   7,628   17,905   16,926 

Startek consolidation adjustments

                

Goodwill impairment

  0   0   22,708   0 

Intangible amortization

  2,603   2,286   7,766   7,662 

Total operating income/ (loss)

 $8,015  $5,342  $(12,569) $9,264 

 

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

 

 

 As on As on  As on As on 
 March 31, 2020  December 31, 2019  September 30, 2020  December 31, 2019 

Property, plant and equipment, net:

            

Americas

 13,282  14,156  11,800  14,156 

India & Sri Lanka

 9,689  10,772  12,067  10,772 

Malaysia

 4,018  4,375  3,854  4,375 

Middle East

 4,405  4,722  4,468  4,722 

Argentina & Peru

 1,653  1,701  1,396  1,701 

Rest of World

  1,086   1,781   838   1,781 

Total

 $34,133  $37,507  $34,423  $37,507 

 

 

13.  LEASES

 

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.

 

The components of lease expense were as follows:

 

 

Three months ended

 

Three months ended

 
 

March 31, 2020

  

March 31, 2019

  Three Months Ended September 30, 2020  Three Months Ended September 30, 2019  Nine Months Ended September 30, 2020  Nine Months Ended September 30, 2019 
  

Operating lease cost

 $7,259  $7,540   6,920   7,623   21,290   23,064 
  

Finance lease cost:

                 

Amortization of right-of-use assets

 327  484  166  272  834  1,257 

Interest on lease liabilities

  43   28   18   28   92   71 

Total finance lease cost

  370   512 

Total Finance lease cost

  184   300   926   1,328 

 

20


Table of Contents
 

Supplemental cash flow information related to leases was as follows:

 

 

Three Months Ended

 

Three months ended

 
 

March 31, 2020

  

March 31, 2019

 
  Nine Months Ended September 30, 2020  Nine Months Ended September 30, 2019 

Cash paid for amounts included in the measurement of lease liabilities:

            

Operating cash flows from operating leases

 7,183  7,563  21,040  22,783 

Operating cash flow from finance leases

 43  28  92  71 

Financing cash flows from finance leases

 116  653  926  1,831 
  

Right-of-use assets obtained in exchange for lease obligations:

            

Operating leases

 13,558  76,983  17,393  66,647 

Finance lease

 -  - 

Finance leases

 0  0 

 

Supplemental balance sheet information related to leases was as follows:

 

 

As of

 

As of

  

As of September 30, 2020

  

As of December 31, 2019

 

Operating leases

      

Operating lease right-of-use assets

  70,256   73,692 
 

March 31, 2020

  

March 31, 2019

  - - 

Operating Leases

      

Operating lease right-of-use assets

 $79,370  $73,692 

Operating Lease Liabilities-Current

 20,761  19,677 

Operating Lease Liabilities-Non-Current

  59,404   54,341 

Operating lease liabilities - Current

 18,649  19,677 

Operating lease liabilities - Non-current

  52,854   54,341 

Total operating lease liabilities

 $80,165  $74,018   71,503   74,018 
  

Finance Leases

            

Property and equipment, at cost

 5,166  4,391  5,174  4,391 

Accumulated depreciation

  (3,088)  (1,984)  (3,610)  (1,984)

Property and equipment, at net

 $2,078  $2,407   1,564   2,407 

Finance Lease Obligation-Current

 750  632 

Finance Lease Obligation-Non Current

  839   1,353 
 - - 

Finance lease liabilities - Current

 566  632 

Finance lease liabilities - Non-current

  554   1,353 

Total finance lease liabilities

 $1,589  $1,985   1,120   1,985 

 

 

As of

 

As of

 
 

March 31, 2020

  

March 31, 2019

 

Weighted average remaining lease term

       

As of September 30, 2020

  

As of December 31, 2019

 

Operating leases

  4.58 yrs  4.66 yrs  

4.38 yrs

 

4.66 yrs

 

Finance leases

  1.67 yrs  1.92 yrs  

1.17 yrs

 

1.92 yrs

 
  

Weighted average discount rate

            
Operating leases  6.84%  7.27%  6.78% 7.27%
Finance leases  6.01%  6.01%  6.01% 6.01%

 

Maturities of lease liabilities were as follows:

 

 

Operating leases

  

Finance leases

  

Operating Leases

 

Finance Leases

 

Year ending December, 31

      

Remaining of 2020

 $25,312  $706 

Year ending December 31,

     

Remaining 2020

 22,720  201 

2021

 15,978  575  15,158  567 

2022

 14,590  442  13,558  442 

2023

 11,740  -  11,863  0 

2024

 10,190  -  7,748 0 

Thereafter

  6,886   -  4,473 0 

Total lease payments

 $84,696  $1,723 

Total Lease payments

  75,520   1,210 

Less imputed interest

  (4,531)  (134)  (4,017)  (90)

Total

 $80,165  $1,589   71,503   1,120 

 

 

14.  SUBSEQUENT EVENT

 

COVID-19None.

 

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.

Term Loan

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.

21


Table of Contents

 

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 related notes that appear elsewhere in this 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.

 

 

BUSINESS DESCRIPTION AND OVERVIEW

 

Startek is a leading global provider of technology-enabled business process outsourcing company thatmanagement solutions. The Company provides omnichannelomni-channel customer interactions,experience, digital transformation and technology and back-office support solutions forservices to some of the finest brands globally. Startek is committed to impacting clients’ business outcomes by focusing on enhancing customer experience and digital enablement across all touch points and channels. Startek has more than 40,000 CX experts globally spread across 46 delivery campuses in 13 countries. The Company services over 250 clients across a range of industries such as Banking and Financial Services, Insurance, Technology, Telecom, Healthcare, Travel & Hospitality, Consumer Goods, Retail, and Energy & Utilities.

Startek manages over half a billion customer moments of truth each year for the world’s most iconic brands in a variety of vertical markets. Operating under the Startek and Aegis brand, wefinest brands. We help these large global companies connect emotionally withbrands increase 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, we deliver personalizedrevenues by enabling better experiences at the point of conversation between our clients andfor their customers across every interaction channelmultiple channels. As a leading provider of technology-enabled business process management solutions for major global brands—we drive business value through omni-channel customer experiences, digital transformation, and phase of the customer journey.technology services.

 

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.

 

SIGNIFICANT DEVELOPMENTS

 

Change in Chief Executive Officer

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.

Coronavirus

 

On March 11, 2020, the World Health Organization characterizedThe global spread of 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(COVID-19) has had a negative impact onnegatively impacted the global economy.economy, disrupted global supply chains and created significant volatility and disruption of financial markets, and resulted in significant travel restrictions, mandated facility closures and shelter-in-place and social distancing orders in numerous jurisdictions around the world. 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 workedcontinue to work 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 shiftedcontinue to maintain many of our employees toon a work-at-home model. However, in respect certain client projects work-from-home scenario may not be possible due

We continue to regulatory or other compliance requirements. Further, due to infrastructuremonitor the COVID-19 situation and technology limitations, certainits impacts globally. Out of an abundance of caution for the health of our operations may not be operating at optimal levels.

At this time, we are unableemployees and to accurately predict what effects these conditions will have on our operations, including duesupport local government initiatives to uncertainties relating tostem the spread of the virus, we implemented several precautions at various centers around the world at all times in compliance with local government requirements and Centers for a prolonged period, the duration of the pandemic, the severity with which it will affect operations of our customersDisease Control 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. Prevention ("CDC") guidelines.

 

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 March 31,September 30, 2020 and 2019

 

Revenue

 

Our gross revenues for the three month periodmonths ended March 31,September 30, 2020 increaseddecreased by 0.02%0.93% to $161,177$163,097 as compared to $161,142$164,630 for the three-month periodthree months ended March 31,September 30, 2019.

 

Our net revenue for the quarter ended March 31,September 30, 2020 and 2019:

 

 

 

For the Three Months Ended March 31, 2020

  

For the Three Months Ended March 31, 2019

  

For the Three Months Ended September 30, 2020

  

For the Three Months Ended September 30, 2019

 

Revenues

 $161,177  $161,142  $163,097  $164,630 
Warrant Contra Revenue (278) -  (410) - 

Net Revenue

  160,899   161,142  $162,687 $164,630 

 

22

Table of Contents

 

Our net revenues adjusted for warrant contra revenue for the three months ended March 31,September 30, 2020 was lower at $160,899$162,687 compared to $161,142$164,630 for the three months ended March 31,September 30, 2019. The breakdown of our net revenues from various industry verticals for three months ended March 31,September 30, 2020 and March 31, 2019 is as follows:

 

 

 

For the Three Months Ended March 31, 2020

  

For the Three Months Ended March 31, 2019

  

For the Three Months Ended September 30, 2020

  

For the Three Months Ended September 30, 2019

 
            

Verticals:

            

Telecom

  35%  41%  34%  37%

E-commerce & Consumer

 16% 15% 14% 17%

Financial & Business Services

 8% 8% 8% 8%

Media & Cable

 15% 13% 16% 14%

Travel & Hospitality

 10% 10% 9% 11%

Healthcare & Education

 8% 7% 8% 7%

Technology, IT & Related Services

 3% 2% 3% 2%
Others 5% 4% 8% 4%

 

Our concentration to telecom vertical eased considerably in the past twelve months with the telecom vertical contributingTelecom revenues decreased to around 35% of our revenue34% for the three months ended March 31,September 30, 2020 as compared to 41%37% for the comparable three months ended March 31,September 30, 2019.  Our strategy in telecom vertical is to increase offshore operations while

During the earlier part of the current quarter, we continue to change our mix towards more value-added service andwitnessed softness in the premium segment ofe-commerce and consumer vertical due to lower demand in the market relativeunderlying industry vertical due to lockdowns and movement restrictions across multiple geographies. However, this eased considerably during the mass segment. quarter as restrictions eased and there was an increased adoption to e-commerce platforms from end consumers.

 

The Company has successfullyseen growth in other verticals including media and cable, healthcare & education and others which have helped offset the declinereduction in revenues from telecom verticalrevenues.

Despite the continuing negative impact of COVID-19, the Company saw significant improvement sequentially as countries and states began to gradually re-open. The Company continues to operate its brick and mortar centers across the globe, adhering to social distance norms and in compliance with increased revenues from all other verticals particularlylocal regulations. However, the ultimate COVID-19 impact on sales in the Healthcare & Educationnear and e-commercemedium term remain highly fluid and consumer. Wewill continue to evolve with the virus waves.

As of the end of September 2020, approximately 50% of agents who otherwise work in our brick-and-mortar facilities have increased business with both existing clients as well as won new clientstransitioned to work at home, approximately 40% are working in these verticals.

our facilities.

 

 

23

Table of Contents

 

Cost of services

 

Overall, Costcost of services as a percentage of revenue increased to 87.5%85.9% for the three-month periodthree months ended March 31,September 30, 2020 as compared to 83.1%82.7% for the three-month periodthree months ended March 31,September 30, 2019. Employee benefit expense,expenses, rent costs and Depreciationdepreciation and amortization are the most significant costs for the Company, representing 75.5%75%, 5.7%5.4% and 4.0% of total Costcost of services, respectively. The breakdown of cost of services is listed in the table below:

 

  

Three Months Ended March 31,

  

As % of Revenue

 
  

2020

  

2019

  

2020

  

2019

 

Employee Benefit Expenses

 $106,389  $100,865   66.1%  62.6%

Rent expense

  8,083   7,798   5.0%  4.8%

Depreciation and amortization

  5,621   5,430   3.5%  3.4%

Other

  20,748   19,835   12.9%  12.3%

Total

 $140,841  $133,928         

 

  

Three Months Ended September 30,

  

As % of Revenue

 
  

2020

  

2019

  

2020

  

2019

 

Employee Benefit Expenses

 $104,881  $106,402   64.5%  64.6%

Rent expense

  7,548   6,898   4.6%  4.2%

Depreciation and amortization

  5,551   5,514   3.4%  3.3%

Other

  21,828   17,327   13.4%  10.5%

Total

 $139,808  $136,142         

 

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.

 

Employee Benefit expenses as a percentage of revenues increased to 66.1%remained largely flat at 64.5% for the current period as compared to 62.6%64.6% for the previous period. The increase in employee costs, as a percentageWith approximately 90% of revenues, was largely attributableour headcount now active, we were able to higher costs relative to revenues, resulting principally fromsequentially reverse the requirement by certain governments to continue paying employees while operations are suspended due to COVID-19deleveraging impact seen 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 minimum wages, primarily in India.earlier quarters.

 

Rent expense: Rent expense as a percentage of revenue increased to 5.0%4.6% for the current period as compared to 4.8%4.2% for previous. The increase was mainlyprevious period. On a year on year basis, the costs were higher due to addition of centersnew facility taken in Philippines, Jamaica and Honduras which was partlypartially offset by closure of some centerscapacity rationalization in ArgentinaIndia and India.the USA.

 

Depreciation and amortization: Depreciation and amortization expense as a percentage of revenue for the current period was marginally higherlargely flat at 3.5%3.4% as compared 3.4%3.3% for the previous period.

.

Other expense includes technology, utility, travel and outsourcing costs. As a percentage of revenue, these costs increased from 12.3%10.5% to 12.9%13.4%. The increase was due to higher outsourcing/contract expenses and communication insurance,expenses partially offset by lower travelling and rates & taxes expenses.recruitment costs.

 

As a result, gross profit as a percentage of revenue for the current period decreased to 12.5%14.1% as compared to 16.9%17.3% for the previous period.

 

Selling, general and administrative expenses

 

Selling, general and administrative expenses (SG&A) as a percentage of revenue decreased from 14.9%13.9% in the previous period to 10.7%9.1% in the current period. The Company has been implementing various measures to rationalize costsdecrease was driven by savings in rent, travelling expenses and leading to sequential decline in selling, general and administrativerecruitment expenses.

 

Impairment Losses and Restructuring/Exit Cost, Net

 

Impairment losses and restructuring costs, net totaled $24,322$(12) for the current period as compared to $1,129$220 for the previous period. The expense for the first quarter of 2020 primarily relates to goodwill impairment losses of $22,708 and restructuring expenses of $1,614. As a result of the recent global economic disruption and uncertainty due to 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 Australia reporting units respectively due to the business outlook.

 

Acquisition related cost

Acquisition related cost for the previous period consist of professional and advisory fees.


Interest expense, net

 

Interest expense, net totaled $3,506$3,988 for the current period as compared to $4,465$3,372 for the previous period. The interest expense is on our term debt and revolving line of credit facilities.facilities and it includes a one-time consent fees payable for debt restructuring of $922.

 

Income tax expense

 

Income tax expense for the current period was $2,876$1,649 compared to $385$3,436 for the 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.

 

 

24

RESULTS OF OPERATIONS — Nine months ended September 30, 2020 and 2019

Revenue
Our gross revenues for the nine months ended September 30, 2020 decreased by 4.13% to $466,926 as compared to $487,054 for the nine months ended September 30, 2019.

Our net revenue for the nine months ended September 30, 2020 and 2019:

  

For the Nine Months Ended September 30, 2020

  

For the Nine Months Ended September 30, 2019

 

Revenues

 $466,926  $487,054 

Warrant Contra Revenue

  (1,173)  (730)
Net Revenue $465,753  $486,324 

25

Our net revenues adjusted for warrant contra revenue for the nine months ended September 30, 2020 was lower at $465,753 compared to $486,324 for the nine months ended September 30, 2019. The breakdown of our net revenues from various industry verticals for nine months ended September 30, 2020 and 2019 is as follows:

  

For the Nine Months Ended September 30, 2020

  

For the Nine Months Ended September 30, 2019

 
         

Verticals:

        

Telecom

  34%  39%

E-commerce & Consumer

  15%  16%

Financial & Business Services

  8%  8%

Media & Cable

  15%  14%

Travel & Hospitality

  10%  11%

Healthcare & Education

  8%  6%

Technology, IT & Related Services

  3%  2%

Others

  7%  4%

Our concentration to telecom revenue decreased to 34% of our revenue for the nine months ended September 30, 2020 as compared to 39% for the comparable nine months ended September 30, 2019. The Company has partially offset this contraction in revenue percentage from telecom vertical with expansion in revenues from other verticals.

While our net revenues in the nine months were negatively impacted by COVID-19, primarily related to lockdowns and lower active workforce, the Company did see improvement throughout the current quarter as countries and states began to gradually re-open.

26

Cost of services

Overall, cost of services as a percentage of revenue increased to 87.4% for the nine months ended September 30, 2020 as compared to 82.9% for the nine months ended September 30, 2019. Employee expenses, rent costs and depreciation and amortization are the most significant costs for the Company, representing 76.1%, 5.7% and 4.2% of total cost of services, respectively. The breakdown of cost of services is listed in the table below:

  

Nine Months Ended September 30,

  

As % of Revenue

 
  

2020

  

2019

  

2020

  

2019

 

Employee Benefit Expenses

 $309,849  $308,664   66.5%  63.5%

Rent expense

  23,146   22,591   5.0%  4.6%

Depreciation and amortization

  16,926   16,380   3.6%  3.4%

Other

  57,082   55,429   12.3%  11.4%

Total

 $407,003  $403,064         

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.

Employee expenses as a percentage of revenues increased to 66.5% for the current period as compared to 63.5% for the previous period. The increase in employee costs, as a percentage of revenues, was largely attributable to deleveraging resulting from COVID 19 negative impact on revenues. The Company also had to incur higher costs on ensuring employees had a safe and secure work environment and following all the protocols and guidelines issued by various local authorities across the geographies we operate in.

Rent expense:Rent expense as a percentage of revenue increased to 5.0% for the current period as compared to 4.6% for previous period. Rent expense increased as a percentage of sales driven by deleveraging resulting from the COVID-19 negative impact on revenues.

Depreciation and amortization: Depreciation and amortization expense as a percentage of revenue for the current period was marginally higher at 3.6% as compared 3.4% for the previous period.

Other expense includes technology, utility, travel and outsourcing costs. As a percentage of revenue, these costs marginally increased from 11.4% to 12.3%. The increase was due to higher outsourcing expenses and communications expense partially offset by lower recruitment and travelling costs.

As a result, gross profit as a percentage of revenue for the current period decreased to 12.6% as compared to 17.1% for the previous period.

Selling, general and administrative expenses

Selling, general and administrative expenses (SG&A) as a percentage of revenue decreased from 14.8% in the previous period to 10% in the current period. The reduction is as a result of various measures implemented to rationalize costs and leading to sequential decline in selling, general and administrative expenses.

Impairment Losses and Restructuring/Exit Cost, Net

Impairment losses and restructuring costs, net totaled $24,545 for the current period as compared to $2,069 for the previous period. The expense for the current period primarily relates to goodwill impairment loss of $22,708 and restructuring expenses of $1,837. As a result of the recent global economic disruption and uncertainty due to the novel coronavirus ("COVID-19") pandemic the Company had during the first quarter of the current period, taken a goodwill impairment charge of $15,820, $4,332 and $2,556, for India, South Africa and Australia reporting units, respectively.

Interest expense, net

Interest expense, net totaled $10,684 for the current period as compared to $11,864 for the previous period. The interest expense is on our term debt and revolving line of credit facilities and it includes a one-time consent fees payable for debt restructuring of $922.

Income tax expense

Income tax expense for the current period was $5,808 compared to $4,550 for the 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.

 

 

2427

Table of Contents

RELATED PARTY DISCLOSURE

In 2018, a transaction bonus was payable to Mr. Aparup Sengupta (Chairman & Global CEO) for the successful completion of the Startek-Aegis merger. This was accrued in the financial statements for the year ended 31 December 2018 as “Acquisition related cost”. An amount of $500 has been paid during the quarter to Mr. Aparup Sengupta with the remaining balance payable in due course.

 

LIQUIDITY AND CAPITAL RESOURCES

 

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.

 

Considering recent market conditions and the on-going COVID-19 crisis, the Company has re-evaluated its operating cash flows and liquidity profile and does not foresee any significant incremental risk. We continue to evaluate and take action, as necessary, to preserve adequate liquidity and ensure that our business can continue to operate during these uncertain times. Additionally, we continue to limit discretionary spending across the organization and re-prioritizing our capital projects amid the COVID-19 pandemic.

Cash and cash equivalents and restricted cash

 

As of March 31,at September 30, 2020, cash, cash equivalents and restricted cash held by the Company and all its foreign subsidiaries increased by $7,031$23,958 to $39,657$56,585 as compared to $32,626 on December 31, 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. The2019.The restricted cash balance as of March 31,at September 30, 2020 stood at $11,862$8,122 as compared to $12,162 as at December 31, 2019. The restricted cash pertains to debt service reserve account (DSRA) 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. As part of the negotiated amendment and restated facilities agreement, the existing cash balance in the DSRA shall be temporarily released in phases and can be utilized to meet interest payment obligations towards the senior term facilities. The Company will have to restore DSRA by May 2021. 

 

Cash flows from operating activities

 

For the threenine months ended March 31,September 30, 2020 and March 31,September 30, 2019 we reported net cash flows generated from operating activities of $10,168$64,297 and $(377)$6,621 respectively. The $10,545$57,676 increase in net cash flows from operating activities was due to a net increase of $8,065$53,452 in cash flows from assets and liabilities, a $25,304$24,921 increase in non-cash reconciling items such as goodwill impairment, deferred tax expense, depreciation and amortization and warrant contra revenue, and ana decrease of $(22,824)$(20,697) in net income. The increase in cash flows from assets and liabilities was driven primarily by sale of certain accounts receivables under a non-recourse factoring arrangement. 

 

Cash flows used in investing activities

 

For the threenine months ended March 31,September 30, 2020, and March 31,September 30, 2019 we reported net cash used in investing activities of $2,884$9,712 and $3,495$7,710 respectively. Net cash used in investing activities for both the periods primarily consisted of capital expenditures.

 

Cash flows generated from financing activities

 

For the threenine months ended March 31,September 30, 2020 and March 31,September 30, 2019 we reported net cash flows used in financing activities of $30,370 and generated from financing activities of $799 and $5,217$5,394, respectively. During the quarternine months ended March 31,September 30, 2020 our net borrowings increaseddecreased by $756 across our various borrowing arrangements$38,749 mainly due to full repayment of asset-backed line of credit facility in the USA from the proceeds of the non- recourse factoring arrangement. Additionally, the Company was also able to lower its working capital and werevolver drawdowns. The Company collected $43$8,379 from the issuance of common stock.stock out of which $7,500 was from the issue of common stock to an affiliate of Capital Square Partners, the principal shareholder of the Company.

 

Debt

 

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

 

2528

Table of Contents

 

CONTRACTUAL OBLIGATIONS

 

Smaller reporting companies are not required to provide the information required by this item.

 

 

OFF-BALANCE SHEET ARRANGEMENTS

 

Apart 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.

 

VARIABILITY OF OPERATING RESULTS

 

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; (vii) Due to COVID- 19 pandemic. 

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

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-K for the year ended December 31, 2019 for a complete description of our critical accounting policies and estimates.

 

 

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

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

 

 

ITEM 4. CONTROLS AND PROCEDURES

 

AsPursuant to Rule 13a-15(b) and Rule 15d-15(b) under the Securities Exchange Act of March 31, 2020,1934, as amended (the “Exchange Act”), we carried out an evaluation, under the supervision and with the participation of our management, includingand under the supervision of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of theour disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).  At 31 December 2019, the management identified a material weakness relating to certain information technology general control,as of September 30, 2020. Based upon 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 the assessment at the quarter-end,evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of March 31, 2020, our disclosure controls and procedures were ineffective. effective.

 

To addressIn the material weakness matter,process of evaluation, the management has already carried out remediationalso reviewed the impact of COVID-19 pandemic on the internal control framework. Largely, existing controls operated in all key processes in the same or different form, except for access clean upthe payroll process in which a few additional compensating controls were implemented.  These controls were documented, tested and observed to be effective.  Except for the above, there have been no changes in our internal controls over financial reporting during the quarter and has also designed the process for identifying and regular monitoring of direct database changes through logs, post the quarter-end. ended September 30, 2020.

 

NotwithstandingExcept as noted in the material weakness matter, as mentioned above the management, including Chief Executive Officer and Chief Financial Officer, have concluded that the consolidatedparagraphs, there has been no changes in our internal controls over financial statements forreporting during the quarter ended March 31,September 30, 2020 presented fairly,that has materially affected or are reasonably likely to materially affect, our internal control over financial reporting (as defined in all material respects, our financial position, resultsRules 13a-15(f) and 15d- 15(f) under the Securities Exchange Act of operations and cash flows for the quarters presented in conformity with accounting principles generally accepted in the United States.1934).

 

2629

Table of Contents

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDING

 

None.

 

ITEM 1A.  RISK FACTORS

 

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.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURE

 

Not applicable.

 

 

ITEM 5. OTHER INFORMATION

 

None.

2730

 

ITEM 6.  EXHIBITS 

 

INDEX OF EXHIBITS

 

                

Exhibit

 

 

 

 

Incorporated Herein by Reference

 

 

 

 

Incorporated Herein by Reference

No.

 

  

Exhibit Description

 

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 Letter Agreement between the company and Aparup Sengupta dated July 1, 2020 Form 8-K 10.1 July 8, 2020
10.2 
Amendment Agreement, dated July 9, 2020, by and among CSP Alpha Holding Pte. Ltd , StarTek and DBS Bank LTD, as agent
 Form 8-K 10.1 July 13,2020
10.3 
Amended and Restated Facilities Agreement, dated July 9, 2020, between, among others, CSP Alpha Holdings Pte Ltd., as Original Borrower, and DBS Bank Ltd., ING Bank N.V., Singapore Branch and Standard Chartered Bank, as Mandated Lead Arrangers and Bookrunners
 Form 8-K 10.2 July 13,2020
10.4 Amendment Agreement, dated July 30, 2020, by and among CSP Alpha Holdings Pte. Ltd, StarTek, Inc., CSP Alpha Midco Pte. Ltd. and DBS Bank LTD, as agent Form 8-K 10.1 August 5, 2020
10.5 Amended and Restated Facilities Agreement, dated July 30, 2020, between, among others, CSP Alpha Holdings Pte Ltd., as Original Borrower, and DBS Bank Ltd., ING Bank N.V., Singapore Branch and Standard Chartered Bank, as Mandated Lead Arrangers and Bookrunners Form 8-K 10.2 August 5, 2020

31.1*

 

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

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

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 (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)

 

 

 

 

 

 

 

 

The following materials are formatted in Extensible Business Reporting Language (iXBRL): (i) Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2020 and 2019(Unaudited), (ii) Consolidated Balance Sheets as of September 30, 2020 (Unaudited) and December 31, 2019, (iii) Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2020 and 2019 (Unaudited) and (iv) Notes to Consolidated Financial Statements (Unaudited)

 

 

 

 

 

 

 

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

 

 

 

*

Filed with this Form 10-Q.

 

2831

Table of Contents

 

SIGNATURES

 

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.

 

   

STARTEK, INC.

 

 

 

 

 

 

 

By:

/s/ Aparup Sengupta

Date: June 10,November 9, 2020

 

Aparup Sengupta

 

 

Global CEO

 

 

(principal executive officer)

 

 

 

 

 

 

 

By:

/s/ Ramesh Kamath

Date: June 10,November 9, 2020

 

Ramesh Kamath

 

 

Chief Financial Officer

 

 

(principal financial and accounting officer)

 

 

 

 

2932