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 September 30, 2020March 31, 2021

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  October 31, 2020,April 30, 2021, there were 40,292,75540,784,673 shares of Common Stock outstanding.

 





 

 

1


 

 

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)Income (Loss) and Other Comprehensive Income (Loss) for the Three and Nine Months Ended September 30,March 31, 2021 and 2020 and 2019 (Unaudited)

4

 

Condensed Consolidated Balance Sheets as of September 30, 2020March 31, 2021 (Unaudited) and December 31, 20192020 

5

 

Condensed Consolidated Statements of Cash Flows for the NineThree Months Ended September 30,March 31, 2021 and 2020 and 2019 (Unaudited)

6

 

Condensed Consolidated Statement of Stockholders' Equity for the Three and Nine Months Ended September 30,March 31, 2021 and 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 Gain/Gain / (Loss) Per Share15
 Note 6 Impairment and Restructuring/Restructuring / Exit cost15
 Note 7 Derivative Instruments16
 Note 8 Fair Value Measurements16
 Note 9 Debt1817
 Note 10 Share-Based Compensation1918
 Note 11 Accumulated Other Comprehensive Loss1920
 Note 12 Segment Reporting2021
 Note 13 Leases2022
 Note 14 Subsequent EventInvestment in Equity-Accounted Investees2125
Note 15 Subsequent Events26

ITEM 2.

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

2227

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

2931

ITEM 4.

Controls and Procedures

2931

 

 

 

PART II - OTHER INFORMATION

 

 

 

ITEM 1.

Legal proceeding

32

ITEM 1A.

Risk Factors

3032

ITEM 2.Unregistered sales of equity securities and use of proceeds32

ITEM 3.

Defaults upon senior securities32
ITEM 4.Mine safety disclosure32

ITEM 5. 

Other Information

3032

ITEM 6.

Exhibits

3133

SIGNATURES

 

3234

 

2


 

 

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, 20192020 filed with the Securities and Exchange Commission ("SEC") on March 12, 202016, 2021 and this Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.March 31, 2021. 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 qualifies for Smaller Reporting Company status. As such, it has decided to take advantage of the relief provided from Part 1, Item 3.

 

3


 

PART I - FINANCIAL INFORMATION

 

ITEM 1.  FINANCIAL STATEMENTS

 

 

STARTEK, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)

(In thousands, except per share amounts)

(Unaudited)

 

  

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 
  

Three Months Ended March 31,

 
  

2021

  

2020

 

Revenue

  163,495   161,177 

Warrant contra revenue

  (425)  (278)

Net Revenue

 $163,070  $160,899 

Cost of services

  (138,383)  (140,841)

Gross profit

 $24,687  $20,058 
         

Selling, general and administrative expenses

  (14,171)  (17,255)

Impairment losses and restructuring/exit cost

  (1,898)  (24,322)

Operating income / (loss)

 $8,618  $(21,519)
         

Share of loss of equity-accounted investees

  (14)  (8)

Interest expense, net

  (13,769)  (3,506)

Exchange gain / (loss), net

  212   1,928 

Loss before income taxes

 $(4,953) $(23,105)

Income tax expense

  (4,902)  (2,876)

Net loss

 $(9,855) $(25,981)
         

Net income / (loss)

        

Net income attributable to non-controlling interests

  2,300   576 

Net loss attributable to Startek shareholders

  (12,155)  (26,557)
         
Net loss per common share - basic and diluted  (0.30)  (0.69)
         

Weighted average common shares outstanding - basic and diluted

  40,592   38,528 

 

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,

  

Three Months Ended March 31,

 
 

2020

  

2019

  

2020

  

2019

  

2021

  

2020

 

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)

Net loss

 $(9,855) $(25,981)

Net income attributable to non-controlling interests

  2,300   576 

Net loss attributable to Startek shareholders

  (12,155)  (26,557)
  

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

             

Foreign currency translation adjustments

 936  (1,899) (2,729) (1,299) (1,092) (4,392)

Change in fair value of derivative instruments

 103  (298) (577) 50  8  (672)

Pension amortization

 774  (9) (1,856) (70)  (384)  396 

Comprehensive (loss) / income

  1,813  (2,206)  (5,162)  (1,319)

Other comprehensive loss

 $(1,468) $(4,668)
  

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)

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

 (69) 163 

Other comprehensive loss attributable to Startek shareholders

  (1,399)  (4,831)
  1,813   (2,206)  (5,162)  (1,319) $(1,468) $(4,668)

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)

Comprehensive income attributable to non-controlling interests

 2,231  739 

Comprehensive loss attributable to Startek shareholders

  (13,554)  (31,388)
  3,565   (5,568)  (34,579)  (10,039) $(11,323) $(30,649)

 

See Notes to Consolidated Financial Statements.

 

4


 

 

STARTEK, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

(In thousands, except share data)

(Unaudited)

 

 

September 30,

 

December 31,

  

March 31,

 

December 31,

 
 

2020

  

2019

  

2021

  

2020

 

ASSETS

      

Current assets:

     

Assets

      

Current assets

     

Cash and cash equivalents

  48,463   20,464   57,665   44,507 

Restricted cash

 8,122  12,162  6,981  6,052 

Trade accounts receivable, net

 77,767  108,479  69,712  83,560 

Unbilled revenue

 40,126  41,449  57,530  49,779 

Prepaid and other current assets

  12,612   12,008   12,328   14,542 

Total current assets

  187,090   194,562  $204,216  $198,440 
     
Non-current assets     

Property, plant and equipment, net

 34,423  37,507  34,353  34,225 

Operating lease right-of-use assets

 70,256  73,692  65,396  69,376 

Intangible assets, net

 103,042  110,807  97,879  100,440 

Goodwill

 196,633  219,341  183,397  183,397 

Investment in associates

 109  553 

Investment in equity-accounted investees

 25,096  111 

Deferred tax assets, net

 2,782  5,251  4,042  5,294 

Prepaid expenses and other non-current assets

  13,140   16,370   16,605   13,370 
Total non-current assets $426,768 $406,213 

Total assets

  607,475   658,083  $630,984  $604,653 

LIABILITIES AND STOCKHOLDERS’ EQUITY

      

Current liabilities:

     
     

Liabilities and Shareholders' Equity

      

Current liabilities

     

Trade accounts payables

  14,591   25,449   14,457   20,074 

Accrued expenses

 64,375  45,439  58,026  57,118 

Short term debt

 15,206  26,491  5,230  15,505 

Current maturity of long term debt

 19,142  18,233  2,412  2,180 

Current maturity of operating lease obligation

 18,649  19,677  18,724  19,327 

Other current liabilities

 39,854  37,159  45,130  39,987 

Total current liabilities

  171,817   172,448  $143,979  $154,191 
     
Non-current liabilities     

Long term debt

 101,626  130,144  165,116  118,315 

Operating lease liabilities

 52,854  54,341  48,697  52,052 

Other non-current liabilities

 17,378  11,140  18,490  15,498 

Deferred tax liabilities, net

  16,596   18,226   17,194   17,715 

Total non-current liabilities

 $249,497  $203,580 

Total liabilities

  360,271   386,299  $393,476  $357,771 

Commitments and contingencies

    
     

Stockholders’ equity:

          

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 

Common stock, 60,000,000 non-convertible shares, $0.01 par value, authorized; 40,781,804 and 40,453,462 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively

  408   405 

Additional paid-in capital

 287,221  276,827  290,646  288,700 

Accumulated deficit

 (77,965) (46,145) (97,698) (85,543)

Accumulated other comprehensive loss

 (9,973) (6,022) (8,685) (7,286)

Equity attributable to Startek shareholders

  199,686   225,045  $184,671  $196,276 

Non-controlling interest

  47,518   46,739 

Non-controlling interests

  52,837   50,606 

Total stockholders’ equity

  247,204   271,784  $237,508  $246,882 

Total liabilities and stockholders’ equity

  607,475   658,083  $630,984  $604,653 

 

See Notes to Consolidated Financial Statements.

 

5


 

 

STARTEK, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands)

(Unaudited)

 

 

Nine Months Ended September 30,

  

Three Months Ended March 31,

 
 

2020

  

2019

  

2021

  

2020

 

Operating Activities

            

Net loss

 $(29,417) $(8,720)  (9,855)  (25,981)

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

     
 

Adjustments to reconcile net loss to net cash generated from operating activities:

     

Depreciation and amortization

 21,279  22,056  6,803  7,093 
Impairment of goodwill 22,708 -  0 22,708 

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

 181  (223)

Profit on sale of property, plant and equipment

 (53) 0 

Provision for doubtful accounts

 2,089  1,238  63  154 
Amortisation of debt issuance cost 2,670 378 

Warrant contra revenue

 1,173  730  425  278 

Share-based compensation expense

 447  1,151  280  291 

Deferred income taxes

 1,192  209  558  1,879 

Share of loss / (profit) of equity accounted investees

 25  (988)
Share of loss of equity-accounted investees 14 8 
 

Changes in operating assets and liabilities:

          

Trade accounts receivable, net

 26,171  (1,529)

Prepaid expenses and other assets, current and noncurrent

 (117) (950)

Trade accounts receivable

 12,848  4,503 

Prepaid expenses and other assets

 (8,844) (7,658)

Trade accounts payable

 (10,155) (5,236) (5,447) (4,722)

Income taxes, net

 1,300  (2,267) 2,727  (672)

Accrued expenses and other liabilities, current and noncurrent

  27,421   1,150 

Accrued expenses and other current liabilities

  4,908   12,287 

Net cash generated from operating activities

 $64,297  $6,621  $7,097  $10,546 
  

Investing Activities

            

Purchases of property, plant and equipment

 (10,141) (9,027) (2,922) (2,884)
Proceeds from equity-accounted investees 429 1,317 
Investment in equity-accounted investees (25,000) 0 

Net cash used in investing activities

 $(9,712) $(7,710) $(27,922) $(2,884)
  

Financing Activities

            

Proceeds from the issuance of common stock

 8,379  6,563  1,244  43 

Payments on long term debt

 (4,200) (7,000)

Proceeds from (payments on) long term debt

 44,702  (4,200)

Proceeds from (payments on) other debt, net

  (34,549)  5,831   (10,609)  4,578 

Net cash (used in) / generated from financing activities

 $(30,370) $5,394 

Net cash generated from financing activities

 $35,337  $421 
  

Net increase in cash and cash equivalents

 24,215  4,305  $14,512  $8,083 

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

 (256) (497) (425) (1,052)

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 

Cash and cash equivalents and restricted cash at beginning of period

  50,559   32,626 

Cash and cash equivalents and restricted cash at end of period

 $64,646  $39,657 
  

Components of cash and cash equivalents and restricted cash

            

Balances with banks

 48,463  17,795  57,665  27,795 

Restricted cash

  8,122   10,582   6,981   11,862 

Total cash and cash equivalents and restricted cash

  56,585  $28,377  $64,646  $39,657 
  
Supplemental disclosure of Cash Flow Information          
Cash paid for Interest and other finance cost 10,392 11,179 
Cash paid for Interest and other finance costs 14,443 1,988 
Cash paid for income taxes 2,752 6,740  1,652 963 
Non cash warrant contra revenue 1,173 730 
Non cash share-based compensation expenses 447 1,151 
Non-cash warrant contra revenue 425 278 
Non-cash share-based compensation expenses 280 291 

 

See Notes to Consolidated Financial Statements.

 

6


 

 

STARTEK, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(In thousands, except share data)

(Unaudited)

 

 

Common Stock

     Other Items of OCI       

Common Stock

        

Other Items of OCI

          
 Shares Amount 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'

 
       

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 

Balance at December 31, 2020

 40,453,462  $405  $288,700  $(85,543) $(4,529) $(8) $(2,749) $196,276  $50,606  $246,882 
Issuance of common stock 78,154 2 368 0 0 0 0  370 0 370  328,342  3  1,241  0  0  0  0  1,244  0  1,244 
Share-based compensation expenses - 0 238 0 0 0 0  238 0 238  -  0  280  0  0  0  0  280  0  280 
Warrant expenses - 0 410 0 0 0 0  410 0 410  -  0  425  0  0  0  0  425  0  425 
Net income (loss) - 0 0 367 0 0 0  367 1,385 1,752  -  0  0  (12,155) 0  0  0  (12,155) 2,300  (9,855)
Other comprehensive loss for the period - 0 0 0 936 103 361  1,400 413 1,813   -   0   0   0   (1,092)  8   (315)  (1,399)  (69)  (1,468)

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 March 31, 2021

  40,781,804  $408  $290,646  $(97,698) $(5,621) $0  $(3,064) $184,671  $52,837  $237,508 
     

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 - 0 413 (413) 0 0 0  0 0 0  - 0 413 (413) 0 0 0 0 0 0 
Issuance of common stock 1,762,817 18 8,361 0 0 0 0  8,379 0 8,379  16,088  0  43  0  0  0  0  43  0  43 
Share-based compensation expenses - 0 447 0 0 0 0  447 0 447  -  0  291  0  0  0  0  291  0  291 
Warrant expenses - 0 1,173 0 0 0 0  1,173 0 1,173  -  0  278  0  0  0  0  278  0  278 
Net income (loss) - 0 0 (31,407) 0 0 0  (31,407) 1,990 (29,417) -  0  0  (26,557) 0  0  0  (26,557) 576  (25,981)
Other comprehensive loss for the period - 0 0 0 (2,729) (577) (645) (3,951) (1,211) (5,162)  -   0   0   0   (4,392)  (672)  233   (4,831)  163   (4,668)

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 
Issuance of common stock 1,036,702 11 6,552 0 0 0 0  6,563 0 6,563 
Share-based compensation expenses - 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) - 0 0 (9,727) 0 0 0  (9,727) 1,007 (8,720)
Other comprehensive loss for the period - 0 0 0 (1,299) 50 (25) (1,274) (45) (1,319)

Balance at September 30, 2019

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

Balance at March 31, 2020

  38,541,724  $385  $277,852  $(73,115) $(8,960) $(197) $(1,696) $194,269  $47,478  $241,747 

 

7


 

STARTEK, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2020March 31, 2021

(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 management solutions.Thesolutions. The Company provides omni-channel customer experience, digital transformation and technology services 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 40,00042,000 CX experts globally spread across 46 delivery campuses in 13 countries. The Company services over 250220 clients across a range ofvarious industries such as Banking and Financial Services, Insurance, Technology, Telecom, Healthcare, Travel &and Hospitality,Consumer Goods, Retail, and Energy &and 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 no one solution fits all, we have crafted solution delivery to suit a variety ofvarious industries. Startek has delivery campuses across India, United States, 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.consolidated balance sheet. The non-controlling interest in our consolidated net income is reported as "Net income (loss) attributable to non-controlling interests" in our Consolidated Statementconsolidated statement of Incomeincome (loss).

 

TheAs of December 31,2020, 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, 20192020.

The figures for the corresponding previous year have been regrouped/reclassified wherever necessary, to make them comparable.

 

8


 
 

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, leases and provision for doubtful debts, 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

 

The Company utilizes a five-step process given in ASC 606, for revenue recognition that focuses on the transfer of control, rather than the 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)withthe 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.sheet. Finance leases are included in property plant and equipment, long-term debt, accrued expenses and other current liabilities in our consolidated balance sheets.sheet.

  

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 willto 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.

 

During the first quarter of 2020, the COVID-19 pandemic did not trigger changes to the terms of any of the Company’s leases, 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 which were received due to COVID-19 have been accounted for without lease modification using the practical expedient provided by the FASB.There isFASB. Refer to Note no13 new rent deferments/discounts being received in quarter ending September 30, 2020."Leases" for information and related disclosures.

 

9

 

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 be 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. Refer Note 3 on "Goodwill and Intangible assets" for further information.

 

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 whichwhere 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 remeasurementre-measurement of the local books to USD. Exchange gains and losses are recorded through net income as opposed toinstead of through other comprehensive income as had been done historically. Translation adjustments from periods prior to the change in functional currency were not removed from equity.

Investment in equity-accounted investees

Investment in equity-accounted investee is an entity over which the Company has significant influence and which is neither a subsidiary nor a joint arrangement. Significant influence is the power to participate in the investee's financial and operating policy decisions of the investee but is not control or joint control over those policies.

Investment in equity-accounted investee is accounted using equity method of accounting. Under the equity method, the investment in equity-accounted investee is initially recognized at cost and adjusted thereafter for the post acquisition changes in the Company’s share of net assets of the equity-accounted investees. Goodwill relating to investment in equity-accounted investees, if any, is included in the carrying amount of the investment and is neither amortized nor individually tested for impairment.

The consolidated statement of income reflects the Company’s share of the results of operations of the equity-accounted investees. When there has been a change recognized directly in the equity of the equity-accounted investees, the Company recognizes its share of any changes and discloses this, when applicable, in the statement of stockholders' equity. Unrealized gains and losses resulting from transactions between the Company and the equity- accounted investment are eliminated to the extent of the interest in the equity-accounted investees. The Company’s share of profit/loss of equity-accounted investees is shown on the face of the consolidated statement of income/(loss).

The financial statements of the equity-accounted investee are prepared for the same reporting period as the Company. When necessary, adjustments are made to bring the accounting policies in line with those of the Company. After application of the equity method, the ompany determines at each reporting date whether there is any objective evidence that the investment in equity-accounted investees is impaired, if there has been an other than temporary decline in carrying value. If this is the case, the Company calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognizes the amount in the ‘share of profit/(loss) of equity-accounted investees in the consolidated statement of income (loss).

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.

10

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, 2022. The Company is still in the process of assessing the impact of this ASU.

 

11

 

3. GOODWILL AND INTANGIBLE ASSETS

 

Goodwill

 

The carrying value of goodwill is allocated to reporting units is as follows:

 

Reporting Units

 

September 30, 2020

  

December 31, 2019

  

March 31, 2021

  

December 31, 2020

 

Americas

 64,315  64,315  64,315  64,315 

India

 15,180  31,000  12,554  12,554 

Malaysia

 47,543  47,543  47,543  47,543 

Saudi Arabia

 54,840  54,840  54,840  54,840 

South Africa

 1,578  5,910  0  0 

Argentina

 4,991  4,991  0  0 

Australia

  8,186   10,742   4,145   4,145 

Total

 $196,633  $219,341  $183,397  $183,397 

 

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. In arriving at its forecasts, the Company considered past experience, economic trends and inflation, and industry and market trends, including the outbreak of COVID-19.The values assigned to eachprojections also took into account factors such as the expected impact from new client wins and expansion from existing clients businesses and efficiency initiatives, and the maturity 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 COVID-19 pandemic, the Company concluded a triggering event had occurred as of March 31, 2020, and accordingly, performed interim impairment testing on the goodwill balances of its reporting units. As quoted market prices are not available for these reporting units, the calculations of their estimated fair values were based on a discounted cash flow model (income approach). 

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 units, respectively.markets in which each business operates.

 

As of SeptemberMarch 30,31, 2020,2021, based on the qualitative assessment, we concluded there is no additional impairment of goodwill.

 

The following table presents the changes in goodwill during the period:three months ended March 31, 2021 and year ended December 31, 2020:

 

  

Amount

 
Opening balance, December 31, 2019 $219,341 

Impairment

  (22,708)

Ending balance, September 30, 2020

 $196,633 
  

March 31, 2021

  

December 31, 2020

 

Opening balance

  183,397   219,341 

Impairment

  0   (35,944)

Ending balance

 $183,397  $183,397 

 

Intangible Assets

 

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

 

  

Gross Intangibles

  

Accumulated Amortization

  

Net Intangibles

  

Weighted Average Amortization Period (years)

 

Customer relationships

 $66,220  $14,882  $51,338   6.5 

Brand

  49,500   10,484   39,016   7.1 

Trademarks

  13,210   1,935   11,275   7.5 

Other intangibles

  2,130   717   1,413   4.9 
  $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 recent global economic disruption and uncertainty due to the COVID-19 pandemic, the Company concluded a triggering event had occurred as of March 31, 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 intangibles exceeded the carrying values.

  As of March 31, 2021 
  

Gross Intangibles

  

Accumulated Amortization

  

Net Intangibles

  

Weighted Average Amortization Period (years)

 

Customer relationships

  66,220   17,675   48,545   6.5 

Brand

  49,500   12,312   37,188   7.1 

Trademarks

  13,210   2,375   10,835   7.5 

Other intangibles

  2,130   819   1,311   4.9 
  $131,060  $33,181  $97,879     
                 
  As of December 31, 2020 
  Gross Intangibles  Accumulated Amortization  Net Intangibles  Weighted Average Amortization Period (years) 
Customer relationships  66,220   16,289   49,931   6.5 
Brand  49,500   11,408   38,092   7.1 
Trademarks  13,210   2,155   11,055   7.5 
Other intangibles  2,130   768   1,362   4.9 
  $131,060  $30,621  $100,440     

 

As of SeptemberMarch 31, 2021, 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 September 30, 2020March 31, 2021 is as follows:

 

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 

Years Ending December 31,

 

Amount

 
Remainder of 2021  7,762 

2022

  10,350 

2023

  10,306 

2024

  10,252 

2025

  10,252 

Thereafter

  48,957 

 

12


 
 

4.  REVENUE

 

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

 

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 majoritymost 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

 

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.

 

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.

 

Our net revenues in the second quarter were negatively impacted by COVID-19, primarily due to lockdowns and lower active workforce in most of the Geographies where we had operations, the Company did see improvement throughout the current quarter as countries and states began to gradually re-open.

Disaggregated Revenue

 

Revenues by our clients' industry verticalverticals for the three and ninemonths ended September 30, 2020March 31, 2021 and 20192020, respectively:

 

 

Three Months Ended September 30,

  

Nine Months Ended September 30,

  

Three Months Ended March 31,

 

Vertical:

 

2020

  

2019

  

2020

  

2019

  

2021

  

2020

 

Telecom

 54,834  61,439  160,362  191,684  51,674  55,697 

E-commerce & Consumer

 23,320  27,530  71,884  76,249  26,102  25,958 

Media & Cable

 25,794  23,194 

Healthcare & Education

 17,687  13,448 

Financial & Business Services

 12,208  12,392  36,041  38,957  15,450  13,439 

Media & Cable

 25,536  23,408  70,801  68,752 

Travel & Hospitality

 15,063  18,244  45,028  52,133  10,497  15,803 

Healthcare & Education

 12,315  11,880  34,932  30,761 

Technology, IT & Related Services

 4,813  3,063  14,310  8,958  5,081  5,050 

All other segments

  15,008   6,674   33,568   19,560   11,210   8,588 

Gross Revenue

 163,097  164,630  466,926  487,054  163,495  161,177 

Less: Warrant Contra Revenue

  (410)  0   (1,173)  (730)  (425)  (278)

Net Revenue

 $162,687  $164,630   465,753  $486,324  $163,070  $160,899 

 

14

 
 

5. NET GAIN/GAIN / (LOSS) PER SHARE

 

Basic earnings 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.

 

For three months ended March 31, 2021 and 2020, following number of shares were used in the computation of basic/diluted earnings per share calculation (in thousands): 

  

Three months ended March 31,

 
  

2021

  

2020

 

Shares used in basic earnings per share calculation:

  40,592   38,528 

Effect of dilutive securities:

        

Stock options

  0   0 

Restricted stock/Deferred stock units

  0   0 

Total effects of dilutive securities

  0   0 

Shares used in dilutive earnings per share calculation:

  40,592   38,528 

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 nine months ended September 30,2020 and 2019, the following shares were not included in the computation of diluted earnings per share as their effect would have been anti-dilutive (in thousands):

 

 

Three Months Ended September 30,

  

Nine Months Ended September 30,

  

Three Months Ended March 31,

 
 

2020

  

2019

  

2020

  

2019

  2021 2020 

Anti-dilutive securities:

                

Stock options

 211  2,637  2,334  2,637   2,099  2,316 

 

 

6. IMPAIRMENT LOSSES & RESTRUCTURING/EXIT COST

 

Impairment Loss

 

During the first quarterAs of 2020,March 31, 2021, the Company reviewed the carrying value of goodwill due to the events and circumstances surrounding the COVID-19 pandemic and performed interim impairment testingbased on the goodwill balancesqualitative assessment, we concluded there is 0 impairment of its reporting units. Accordingly, a goodwill impairment charge of $15,820, $4,332 and $2,556 was recorded for the India, South Africa and Australia reporting units, respectively.goodwill.

 

Restructuring/Restructuring / Exit Cost

 

The table below summarizes the balance of accrued restructuring cost, voluntary/involuntary termination costs and other acquisition related cost and involuntary termination cost,costs, which isare included in other accrued expensesliabilities in our consolidated balance sheets, and thesheet. The changes during the ninethree months ended September 30, 2020March 31, 2021 and year ended December 31,2020.

 

 

  

Employee related

  

Facilities related

  

Total

 

Balance as of December 31, 2019

 $1,326  $514  $1,840 

Accruals/(reversals)

  1,497   340   1,837 

Payments

  (2,823)  (743)  (3,566)

Balance as of September 30, 2020

 $0  $111  $111 

  

Employee related

  

Facilities related

  

Total

 

Balance as of December 31, 2020

 $0  $25  $25 

Accruals/(reversals)

  1,870   28   1,898 

Payments

  (670)  (53)  (723)

Balance as of March 31, 2021

 $1,200  $0  $1,200 
             
  Employee related  Facilities related  Total 
Balance at December 31, 2019 $1,326  $514  $1,840 
Accruals/(reversals)  1,499   356   1,855 
Payments  (2,825)  (845)  (3,670)
Balance at December 31, 2020 $0  $25  $25 

 

Employee related

 

In 2020,2021, under a company-wide restructuring plan,the Company has closed one of its facilities in Canada, where we eliminated ahave terminated service of number of positions which were considered redundant coupled with changeemployees. We have also offered a voluntary retirement plan to certain employees in key management personnel.one other geography. We have recognized a provision for employee relatedemployee-related costs across a number of geographies and due payments have been made.

Facilities related

In 2018, we terminated various leases inregarding the United States and the Philippines due to closedown of the facilities. We recognized provision for the remaining costs associated with the leases.above voluntary / involuntary termination. We expect to pay the remaining termination costs of $111$1,200 by the end of the firstsecond quarter of 2021.

 

15


 
 

7.  DERIVATIVE INSTRUMENTS

 

Cash flow hedges

 

Our locations in Canada and the Philippines primarily serve US-based clients. The revenues from these clients isare 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 hedges' results of the hedges with forecasted expenses.

 

The Company hashad terminated all cash flow hedges contracts early in April, 2020 due to a change in counterparty relationship, hence balance as on SeptemberMarch 30,31, 20202021 is nil.

 

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

  

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 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

 
 

Nine Months Ended September 30, 2020

  

Nine Months Ended September 30, 2019

  

Nine Months Ended September 30, 2020

  

Nine Months Ended September 30, 2019

  

Three Months Ended March 31, 2021

  

Three Months Ended March 31, 2020

  

Three Months Ended March 31, 2021

  

Three Months Ended March 31, 2020

 
             

Cash flow hedges:

             

Foreign exchange contracts

  (434)  271   (143)  (221)  0   (860)  8   188 

 

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 Statementconsolidated statement of Income (Loss)income (loss). The following table presents these amounts for the three and ninemonths ended September 30,March 31, 2021 and 2020:

Derivatives not designated under ASC 815

 

For the Three Months Ended March 31, 2021

  

For the Three Months Ended March 31, 2020

 

Foreign currency forward contracts

 $0  $1,771 

Interest rate swap

 $0  $(340)

The Company had terminated all derivative (non-designated hedge) contracts in November, 2020 and 2019:realized and accounted for gain and loss on settlement of contracts in consolidated statement of income (loss).

 

Derivatives not designated under ASC 815

 

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

 $(578) $393  $(110) $536 

Interest rate swap

 $(2) $(6) $(424) $(636)

16

 

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 ourAs on March 31,2021, the Company has settled all derivative contracts, hence there are no derivative 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.liabilities.

 

  

As of September 30, 2020

 
  

Level 1

  

Level 2

  

Level 3

  

Total

 

Assets:

                

Foreign exchange contracts

 $0  $1,256  $0  $1,256 

Total fair value of assets measured on a recurring basis

 $0  $1,256  $0  $1,256 
                 

Liabilities:

                

Interest rate swap

 $0  $344  $0  $344 

Foreign exchange contracts

 $0  $0  $0  $0 

Total fair value of liabilities measured on a recurring basis

 $0  $344  $0  $344 

  

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


 
 

9. DEBT

 

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

 

 

September 30, 2020

  

December 31, 2019

  

March 31, 2021

  

December 31, 2020

 

Short term debt

            

Working capital facilities

 $15,206  $23,179   5,230   15,506 
Loan from related parties 0 3,312 
Current portion of long term debt          

Current maturity of long term loan

 17,850  16,800  0  0 
Current maturity of equipment loan 726 801  1,889 1,664 

Current maturity of finance lease obligations

  566   632   523   516 

Total

 $34,348  $44,724  $7,642  $17,686 
  

Long term debt

            

Term loan, net of debt issuance costs

 $100,973  $105,075   162,302   114,930 

Equipment loan

 99  619  2,521  2,955 

Secured revolving credit facility

 0  23,097 

Finance lease obligations

  554   1,353   293   430 

Total

 $101,626  $130,144  $165,116  $118,315 

 

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 $15.2$5.2 million as of September 30, 2020March 31, 2021..

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 has paid interest on such loan at the rate of 8.5% per annum.  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 has paid interest on such loan at the rate of 8.5% per annum.  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,February 18, 2021, the Company entered intocompleted a Senior Term Agreement ("Term loan") to provide funding fordebt refinancing with a newly secured $185 million senior debt facility, comprising a $165 million term loan and a $20 million revolving credit facility. Under the acquisition of ESM Holdings Limited and its subsidiaries innew senior debt, borrowings will bear a tiered interest rate based on the amount of $140 million for a five year term. The Term loan was fully funded on November 22, 2017 Company’s consolidated net leverage ratio and is to be repaid basedinitially set at LIBOR plus 450 basis points.

The term loan facility amortizes 2.5% on a quarterly repayment schedule beginningthe date that is six21, and 24 months afterfrom closing, 3.75% on the date that is first27, utilization date.30,33 and 36 months from closing, 5.0% on the date that is 39,42,45,48 and 51 months from closing, 10% on the date that is 54 months from closing and 15% on the date that is 57 months from closing and balance will be paid on closure of term loan.


On July 9, 2020,February 22, 2021, the Company entered into anused proceeds from the above facilities agreement to prepay and terminate the existing credit facility made available to it under that certain Amended and Restated FacilitySenior Term and Revolving Facilities 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 betweendated May 2020 October 27, 2017.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

 4,200 

2021

 22,050 

Remainder of 2021

 0 

2022

  95,550  4,125 

2023

 22,688 
2024 30,938 
2025 57,750 
2026  49,500 
Total $121,800  $165,000 

 

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.

 

The Company incurred a debt issuance costs of $11.3 million in connection with the new term loan. As per ASC 470, accounting guidance on term loan extinguishment, the Company has expensed off the debt issuance cost of $8.5 million paid to the lenders towards the new term loan and $2.5 million remaining unamortised debt issuance cost of the old term loan in interest expenses, net in the consolidated statements of income (loss).

In connection with the Termnew term loan, the Company incurred issuance costs of $7.3 million which are net against the Term loan on the balance sheet. Unamortizedunamortized debt issuance costs as of September 30, 2020March 31, 2021 amount to $2.98 million.The Company agreed$2.7 million paid to pay a onethird time consent fees toparties are net against long term debt on the lender consortium towardsconsolidated balance sheet.

Following table presents the Amendment Agreement entered into onchanges in debt issuance cost during the July 9, 2020. threeThe consent fee would be $0.9 million months ended March 31, 2021 and will be payableyear ended no later than June 30, 2021.December 31, 2020:

 

Secured revolving credit facility

  

March 31, 2021

  

December 31, 2020

 

Opening balance

 $2,670  $4,125 

Add: Debt issuance cost (refinancing of term loan)

  11,269   0 

Less: Expensed out (ASC 470 - extinguishment or modification)

  (10,937)  0 

Less: Amortisation of debt issuance cost

  (304)  (1,455)

Closing balance

  $2,698   $2,670 

 

The Company had a secured revolving credit facility in Startek USA. Under this agreement, we

may 18borrow the lesser

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 Company receives the cash proceeds are received by the Company.proceeds. 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 amountbalance of funds received from factored receivables under these agreements was $26.82$26.4 million foras of nineMarch 31, 2021. months ended 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 offor $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 amountsamount outstanding as at September 30,March 31,2021 is $0.4 million.

Equipment Loan

On November 02, 2020, is $0.83 million.the Company executed Master Equipment Finance Agreement to finance purchase of equipment for $4 million at the interest of 5.27% per annum with a maturity date 34 months after the date of first utilization of equipment loan. Amortization of the equipment loan starts from a date falling in April 2021 i.e. 4 months from the first utilization of the loan.

 

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.

 

19

 

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. On 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 such offering, the total number of shares issuable to Amazon  was 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 $9.95 per share to $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 Warrant Shares are exercisable through January 23, 2026.

 

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

 

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

 

The fourth tranche of 213,162 Warrant Shares vested on Dec 31, 2020. The amount of contra revenue attributed to these Warrant Shares is $1,257 using initial grant-date fair value.

As per ASC 606, the Company has accrued $410 and $1,173 for the$ 425 till threeMarch 31, 2021  and nine month ended September 30, 2020 respectively using initial grant-date fair value.

 

The contra-revenue and equity isare 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 718.718 requirements. 

 

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.price if elected by the holders. 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. January 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 September 30, 2020March 31, 2021 was $238 and $447,$280 and is included in selling, general and administrative expense. As of September 30, 2020,March 31, 2021, there was $1,012$1,451 of total unrecognized compensation expense related to non-vested stock options, which is expected to be recognized over a weighted-average period of 2.662.17 years.

 

On

July 1 2020, 20the Company entered into an Employment Agreement with Mr. Aparup Sengupta who is designated as Executive Chairman and Global CEO. On the basis

 

11.  ACCUMULATED OTHER COMPREHENSIVE LOSS

 

Accumulated other comprehensive loss consistedconsists 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)

Balance at December 31, 2020

 $(4,529) $(8) $(2,749) $(7,286) $(3,071) $(10,357)

Foreign currency translation

 (2,729) 0  0  (2,729) 0  (2,729) (1,092) 0  0  (1,092) 0  (1,092)

Reclassification to operations

 0  (143) 0  (143) 0  (143) 0  8  0  8  0  8 
Unrealized losses 0  (434) 0  (434) 0  (434) 0  0  0  0  0  0 

Pension remeasurement

  0   0   (645)  (645)  (1,211)  (1,856)  0   0   (315)  (315)  (69)  (384)

Balance at September 30, 2020

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

Balance at March 31, 2021

 $(5,621) $0  $(3,064) $(8,685) $(3,140) $(11,825)

 

 

1921


 
 

12.  SEGMENT REPORTING

 

The Company provides business process outsourcing services (“BPO”) to clients in a variety ofvarious 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 havehas 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 in Six reportable segments, as follows in Six reportable segments:follows:


a) Americas
b) India and Sri Lanka
c) Malaysia 
d) Middle East 
e) Argentina & Peru
f) Rest of World

 

 

Three Months Ended

 

Nine Months Ended

  Three Months Ended
 

September 30,

  

September 30,

  March 31, 
 

2020

  

2019

  

2020

  

2019

  

2021

  

2020

 

Revenue:

                

Americas

 64,597  67,072  191,244  184,070  63,925  68,168 

India & Sri Lanka

 19,821  28,362  60,771  84,519  21,482  24,252 

Malaysia

 13,933  13,312  37,835  46,508  14,965  11,885 

Middle East

 43,665  31,816  114,425  97,150  43,240  34,517 

Argentina & Peru

 9,312  11,637  28,517  36,060  8,159  10,208 

Rest of World

  11,359   12,431   32,961   38,017   11,299   11,869 

Total

 $162,687  $164,630  $465,753  $486,324  $163,070  $160,899 

 

 

Three Months Ended

 

Nine Months Ended

  

Three Months Ended

 
 

September 30,

  

September 30,

  

March 31,

 
 

2020

  

2019

  

2020

  

2019

  

2021

  

2020

 

Operating income (loss):

                

Americas

 $4,052  $3,170  $4,723  $2,232   1,895   926 

India & Sri Lanka

 (1,633) 1,050  (2,538) 1,302  (1,228) (695)

Malaysia

 3,580  1,749  8,520  5,621  4,414  1,635 

Middle East

 3,156  (445) 5,371  4,939  5,741  1,617 

Argentina & Peru

 854  1,317  494  1,197  (43) 16 

Rest of World

  609   787   1,335   1,635   399   272 

Segment operating income

  10,618   7,628   17,905   16,926  $11,178  $3,771 

Startek consolidation adjustments

                

Goodwill impairment

 0  0  22,708  0  0  22,708 

Intangible amortization

  2,603   2,286   7,766   7,662   2,560   2,582 

Total operating income/ (loss)

 $8,015  $5,342  $(12,569) $9,264 

Total operating income

 $8,618  $(21,519)

A single client accounted for 19% and 17% of the consolidated total net revenue during the three months ended March 31, 2021 and 2020, respectively.

 

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 
 September 30, 2020  December 31, 2019  March 31, 2021  December 31, 2020 

Property, plant and equipment, net:

            

Americas

 11,800  14,156  14,111  14,455 

India & Sri Lanka

 12,067  10,772  8,669  8,069 

Malaysia

 3,854  4,375  3,441  3,749 

Middle East

 4,468  4,722  5,195  4,736 

Argentina & Peru

 1,396  1,701  1,133  1,257 

Rest of World

  838   1,781   1,804   1,959 

Total

 $34,423  $37,507  $34,353  $34,225 

 

22

 

13.  LEASES

 

We have operating and finance leases for service centers, corporate offices and certain equipment.equipments. 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 September 30, 2020  Three Months Ended September 30, 2019  Nine Months Ended September 30, 2020  Nine Months Ended September 30, 2019  

Three Months Ended March 31, 2021

  

Three Months Ended March 31, 2020

 
  

Operating lease cost

  6,920   7,623   21,290   23,064   6,809   7,259 
  

Finance lease cost:

                

Amortization of right-of-use assets

 166  272  834  1,257  185  327 

Interest on lease liabilities

  18   28   92   71   17   43 

Total Finance lease cost

  184   300   926   1,328  $202  $370 

 

2023


 

Supplemental cash flow information related to leases was as follows:

 

 Nine Months Ended September 30, 2020  Nine Months Ended September 30, 2019  Three Months Ended March 31, 2021  Three Months Ended March 31, 2020 

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

            

Operating cash flows from operating leases

 21,040  22,783  6,782  7,183 

Operating cash flow from finance leases

 92  71  17  43 

Financing cash flows from finance leases

 926  1,831  203  116 
  

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

            

Operating leases

 17,393  66,647  2,003  13,558 

Finance leases

 0  0  0  0 

 

Supplemental balance sheet information related to leases was as follows:

 

 

As of September 30, 2020

  

As of December 31, 2019

  

As of March 31, 2021

  

As of December 31, 2020

 

Operating leases

            

Operating lease right-of-use assets

  70,256   73,692  $65,396  $69,376 
 - -  

Operating lease liabilities - Current

 18,649  19,677  18,724  19,327 

Operating lease liabilities - Non-current

  52,854   54,341   48,697   52,052 

Total operating lease liabilities

  71,503   74,018  $67,421  $71,379 
  

Finance Leases

            

Property and equipment, at cost

 5,174  4,391  4,351  4,351 

Accumulated depreciation

  (3,610)  (1,984)  (3,208)  (3,010)

Property and equipment, at net

  1,564   2,407  $1,143  $1,341 
 - -  

Finance lease liabilities - Current

 566  632  523  516 

Finance lease liabilities - Non-current

  554   1,353   293   430 

Total finance lease liabilities

  1,120   1,985  $816  $946 

 

Weighted average remaining lease term

 

As of September 30, 2020

  

As of December 31, 2019

  

As of March 31, 2021

  

As of December 31, 2020

 

Operating leases

 

4.38 yrs

 

4.66 yrs

 

Finance leases

 

1.17 yrs

 

1.92 yrs

 
Operating leases (in years) 4.00 yrs 4.18 yrs 
Finance leases (in years) 0.67 yrs 0.92 yrs 
  

Weighted average discount rate

            

Operating leases

 6.78% 7.27% 6.87% 6.90%

Finance leases

 6.01% 6.01% 6.01% 6.00%

 

Maturities of lease liabilities were as follows:

 

 

Operating Leases

 

Finance Leases

  

Operating Leases

 

Finance Leases

 

Year ending December 31,

          

Remaining 2020

 22,720  201 

2021

 15,158  567 

Remainder of 2021

 22,556  428 

2022

 13,558  442  16,902  442 

2023

 11,863  0  13,117  0 
2024 7,748 0  10,922 0 

2025

 4,837  0 
Thereafter 4,473 0   2,853 0 

Total Lease payments

  75,520   1,210  $71,187  $870 

Less imputed interest

  (4,017)  (90)  (3,766)  (54)

Total

  71,503   1,120  $67,421  $816 

24

 

 

14.  INVESTMENT IN EQUITY-ACCOUNTED INVESTEES

Following are the entity wise details of equity-accounted investees:

Name of entity

 

% of ownership interest

  

Carrying amount

 
  

March 31, 2021

  

December 31, 2020

  

March 31, 2021

  

December 31, 2020

 

a) CSS Corp LP

  62.50%  0.00%  24,988   0 

b) Immaterial associates

          108   111 

Carrying amount of investment in equity-accounted investees

         $25,096  $111 
                 
          

March 31, 2021

  

March 31, 2020

 

Aggregate amounts of the groups share of loss of equity-accounted investees (a+b)

      $(14) (8)

a)CSS Corp LP

On February 25, 2021, the Company announced a $25 million strategic minority investment in CSS Corp. (“CSS”), a new-age IT services and technology support solutions company that harnesses the power of AI, automation, analytics, cloud, and digital to address customer needs. Through this investment Startek acquired an indirect beneficial interest in CSS of approximately 26%, with Capital Square Partners (“CSP” or “CSP Fund”), a Singapore based Private Equity Fund Manager, and the Company’s majority shareholder, acquiring the majority controlling stake.

The Company and CSP Alpha Holdings Pte. Ltd., a subsidiary of the Company, participated in this transaction by (i) contributing $25 million to acquire approximately 62.5% in CSS Corp LP, and (ii) paying $5 million to CSP Management Limited to acquire certain call options. These call options to acquire controlling stake in CSS are only exercisable by the Company during the period from August 19, 2022, to April 19, 2023, without any obligation and are currently considered to be not substantive.

The Company has assessed CSS Corp LP to be a variable interest entity (‘VIE’) and per ASC 810-10-25-44 concluded that it is not the primary beneficiary. Amongst other factors, the Company’s basis of this conclusion is that it lacks the power to direct or control any significant activities of the VIE and that the design and structure of the VIE was not specifically for the benefit of the Company. Further, CSS Corp LP’s objectives as an investment company is an extension of the investment activities of CSP Fund. The Company has accordingly, accounted for this transaction under equity-accounted investee method of accounting in accordance ASC 323-30-S999-1. The Company's share of profit/loss of equity-accounted investee, is accounted under the “equity method” as per which the share of profit/(loss) of equity-accounted investee has been added to the cost.

Summarized financial position

 

As of March 31, 2021

  

As of December 31, 2020

 

Current assets

  5   0 

Non-current assets

  40,000   0 

Current and non-current liabilities

  (25)  0 

Net assets

 $39,980  0 
         

Reconciliation to carrying amounts

 

As of March 31, 2021

  

As of December 31, 2020

 

Opening net assets

  0   0 

Acquired during the year

  40,000   0 

Share of loss of equity-accounted investee

  (20)  0 

Other comprehensive income

  0   0 

Closing net assets

 $39,980  $0 
         

Company share in %

  62.50%  0.00%

Company share

  24,988   0 

Carrying amount of investment in equity-accounted investee

 $24,988  $0 
         

Summarized statement of comprehensive income

 

March 31, 2021

  

March 31, 2020

 

Revenue

  0   0 

Expenses

  (20)  0 

Loss for the period

  (20)  0 

Other comprehensive income for the period

  0   0 

Total comprehensive loss for the period

 $(20) $0 

Aggregate amounts of the Company share of loss of equity-accounted investee

 $(12) $0 

b) Individually immaterial associates

The Company has individually immaterial investments in equity accounted investee in Australia. It has 33.33% interest in Queensland Partnership Group Pty. Ltd and 16.67% interest in Services Queensland Partnership in Australia. The Company's share of profit/loss of equity accounted investee, is accounted under the “equity method” as per which the share of profit of equity accounted investee has been added to the cost.

  

March 31, 2021

  

March 31, 2020

 

Carrying amount of individually immaterial investment in equity-accounted investee

  108   111 

Aggregate amounts of individually immaterial share of:

        

Loss of equity-accounted investee

  (2)  (8)

Other comprehensive income for the period

  0   0 
Aggregate amounts of the Company share of loss of equity-accounted investee $(2) $(8)

25

15.SUBSEQUENT EVENTEVENTS.

 

None.

 

2126


 
 

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, 20192020 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, 2019.2020. 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 management solutions. The Company provides omni-channel customer experience, digital transformation and technology services 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 40,00042,000 CX experts globally spread across 46 delivery campuses in 13 countries. The Company services over 250220 clients across a range ofvarious industries such as Banking and Financial Services, Insurance, Technology, Telecom, Healthcare, Travel &and Hospitality, Consumer Goods, Retail, and Energy &and Utilities.

 

Startek manages over half a billion customer moments of truth each year for the world’s finest brands. We help these brands increase their revenues by enabling better experiences for their customers across multiple 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 technology services.

 

We manage programs using a variety of multi-channel customer interactions, including voice, chat, email, social media and back-office support.

SIGNIFICANT DEVELOPMENTS

 

Coronavirus

 

The global spreadoutbreak of the novel coronavirus (COVID-19) was declared a pandemic by the World Health Organization and a national emergency by the U.S. government in March 2020. The pandemic has negatively impacted the global 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 theour employees' 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 have taken additional measures to ensure safety of our employees in India who are facing a strong second wave of the Pandemic. We continue 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, we continue to maintain many of our employees on a work-at-home model.

We continue to monitor The impact of COVID-19 in the first quarter of fiscal 2021 was not significant on the Company. The extent of the ultimate impact of the COVID-19 situationpandemic on our operational and its impacts globally. Out of an abundance of caution forfinancial performance, including our ability to execute our operations within the health of our employeesexpected parameters, will depend on future developments, including the duration and to support local government initiatives to stem the spread of the virus, we implemented several precautions atpandemic and related actions taken by the various centers around the world atgovernments to prevent disease spread, all times in compliance with local government requirementsof which remain uncertain and Centers for Disease Control and Prevention ("CDC") guidelines.cannot be predicted.

 

ConsideringKey matters pertaining to subsidiaries

Debt Refinancing

On February 18, 2021, CSP Alpha Holdings Pte. Ltd., a subsidiary of the uncertainties,Company entered into a new facility agreement that provided for a $165 million term loan facility and a $20 million revolving credit facility, in each case with a maturity date 60 months after the current resultsdate of first utilization of the term loan facility. Amortization of the term loan starts from a date falling in November 2022, i.e. 21 months from the first utilization date of the loan. The term loan facility and the revolving loan facility each bear interest at a rate per annum equal to a LIBOR rate plus an applicable margin of between 3.75% and 4.50%, depending on an adjusted leverage ratio. The Facilities Agreement also contains financial condition discussed herein maycovenants, including cash flow cover, adjusted leverage and limitations on capital expenditures. ING Bank N.V. and DBS Bank Ltd. served as underwriters for the new senior debt facility and were the lead lenders of the previous senior debt facility, which is now repaid in full.

On February 22, 2021, the Company used proceeds from the above facilities agreement to prepay and terminate the existing credit facility made available to it under that certain Amended and Restated Senior Term and Revolving Facilities Agreement, dated October 27, 2017.

Strategic Investment

On February 25, 2021, the Company has announced a strategic investment in CSS Corp. (“CSS”), a new-age IT services and technology support solutions company that harnesses the power of AI, automation, analytics, cloud and digital to address customer needs. Capital Square Partners (“CSP”), a Singapore based Private Equity Fund Manager and Startek’s majority shareholder, acquired a controlling stake in CSS on February 25, 2021. CSP Alpha Holdings Pte. Ltd., a subsidiary of the Company, participated in this transaction by contributing a total of $30 million in a limited partnership managed by CSP to acquire both an indirect beneficial interest of approximately 26% in CSS, as well as an option to acquire a controlling stake which is currently not be indicativeexercisable. The option to acquire a majority stake in CSS is at the sole discretion of future operating resultsStartek, and trends.the Company has no obligation to do so.

 

RESULTS OF OPERATIONS — three months ended September 30, 2020 and 2019MaRCh  31, 2021 AND 2021

 

Revenue

 

Our gross revenues for the three monthsmonth period ended September 30, 2020 decreasedMarch 31, 2021 increased by 0.93%1.44% to $163,097$163,495 as compared to $164,630$161,677 for the three monthsmonth period ended September 30, 2019.March 31, 2020.

 

Our net revenue for the quarter ended September 30, 2020March 31, 2021 and 2019:2020:

 

 

For the Three Months Ended September 30, 2020

  

For the Three Months Ended September 30, 2019

  

 Three Months Ended     March 31, 2021

  

Three Months Ended      March 31, 2020

 

Revenues

 $163,097  $164,630   163,495   161,177 
Warrant Contra Revenue (410) -  (425) (278)
Net Revenue $162,687 $164,630  $163,070 $160,899 

 

2227


 

Our net revenues adjusted for warrant contra revenue for the three months ended September 30, 2020 was lowerMarch 31, 2021 were slightly higher at $162,687$163,070 compared to $164,630$160,899 for the three months ended September 30, 2019. March 31, 2020.

The breakdown of our net revenues from various industry verticals for three months ended September 30, 2020March 31, 2021 and 20192021 is as follows:

 

 

 

For the Three Months Ended September 30, 2020

  

For the Three Months Ended September 30, 2019

  

Three Months Ended March 31, 2021

  

 Three Months Ended March 31, 2020

 
            

Verticals:

            

Telecom

  34%  37%  32%  35%

E-commerce & Consumer

 14% 17% 16% 16%

Media & Cable

 16% 14%

Healthcare & Education

 11% 8%

Financial & Business Services

 8% 8% 9% 8%

Media & Cable

 16% 14%

Travel & Hospitality

 9% 11% 6% 10%

Healthcare & Education

 8% 7%

Technology, IT & Related Services

 3% 2% 3% 3%
Others 8% 4%
All other segments 7% 5%

 

Our concentrationThe Company continues to Telecom revenues decreased to 34% forsee softness in the three months ended September 30, 2020 as compared to 37% for the comparable three months ended September 30, 2019.

During the earlier part of the current quarter, we witnessed softnesstelecom sector volumes in certain emerging geographies while our US telecom clients have rebound. In the e-commerce and consumer vertical duesector, we continue to lower demandsee robust growth with our e-commerce clients across geographies. This growth is partially offset by the year-on-year decline in the underlying industry vertical due to lockdownssome of our brick and movement restrictions across multiple geographies. However, this eased considerably during the quarter as restrictions easedmortar retail and there was an increased adoption to e-commerce platforms from end consumers.auto clients.

 

While the travel and hospitality sector is still reeling under COVID-led restrictions, local transport and logistics providers benefit from social distancing norms. The Company has seenwon large deals in the healthcare sector related to COVID-assistance programs which are driving the growth in other verticals includingthe healthcare and education sector.

Our clients in the Financial and Business services and media and cable healthcare & education and others which have helped offset the reduction in telecom revenues.

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 local regulations. However, the ultimate COVID-19 impact on sales in the near and medium term remain highly fluid and willsector continue to evolvepost year-on-year growth depicting our increased penetration with the virus waves.

As of the end of September 2020, approximately 50% of agents who otherwise workour clients in our brick-and-mortar facilities have transitioned to work at home, approximately 40% are working in our facilities.

these sectors. 

 

2328


 

Cost of servicesServices and Gross Profit

 

Overall, the cost of services as a percentage of revenue increaseddecreased to 85.9%84.9% for the three months ended September 30, 2020 asMarch 31, 2021 compared to 82.7%87.5% for the three months ended September 30, 2019.March 31, 2020. Employee expenses, rent costs and depreciationDepreciation and amortization are the most significant costs for the Company, representing 75%75.7%, 5.4% and 4.0%4.4% of the total cost of services, respectively. The breakdown of the cost of services is listed in the table below:below

 

 

Three Months Ended September 30,

  

As % of Revenue

  

Three Months Ended March 31,

  

As % of Revenue

 
 

2020

  

2019

  

2020

  

2019

  

2021

  

2020

  

2021

  

2020

 

Employee Benefit Expenses

 $104,881  $106,402  64.5% 64.6%  104,746   106,389  64.2% 66.1%

Rent expense

 7,548  6,898  4.6% 4.2% 7,484  8,083  4.6% 5.0%

Depreciation and amortization

 5,551  5,514  3.4% 3.3% 6,154  5,621  3.8% 3.5%

Other

  21,828   17,327  13.4% 10.5%  19,999   20,748  12.3% 12.9%

Total

 $139,808  $136,142        $138,383  $140,841       

 

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 remained largely flat at 64.5%decreased to 64.2% for the current period as compared to 64.6%66.1% for the previous period. With approximately 90% ofThe decrease is driven by increasing diversification in our headcount now active, we were able to sequentially reverse the deleveraging impact seen in the earlier quarters.vertical mix towards new-age verticals like healthcare, media and cable and e-commerce. 

 

Rent expense: Rent expense as a percentage of revenue increaseddecreased to 4.6% for the current period as compared to 4.2%5.0% for previous period. On a year on year basis, the costs were higherRent expense decreased due to new facility taken in Jamaica which was partially offset bythe rationalization of centers during the past few quarters. The Company has consolidated capacity rationalization in Indialeading to better utilization rates and the USA.lower rent costs.

 

Depreciation and amortization: Depreciation and amortization expense as a percentage of revenue for the current period was largely flatmarginally higher at 3.4%3.8% as compared 3.3%3.5% for the previous period.

.

Other expense includes technology, utility, travel and outsourcing costs. As a percentage of revenue, these costs increasedmarginally decreased from 10.5%12.9% to 13.4%. The increase was12.3% primarily due to higher outsourcing/contract expenses and communication expenses partially offset by lower travellingtravel, utilities and recruitment costs.

 

As a result, gross profit as a percentage of revenue for the current period decreasedincreased to 14.1%15.1% as compared to 17.3%12.5% for the previous period.

  

Three Months Ended March 31,

 
  

2021

  

2020

 

Gross Revenue

  163,495   161,177 

Less: Contra Revenue

    (425)  (278)

Net Revenue

 $163,070  $160,899 

Cost of Services

  (138,383)  (140,841)

Gross Profit

 $24,687  $20,058 

Gross Margin

  15.1%  12.5%

 

Selling, general and administrative expenses

 

Selling, general and administrative expenses (SG&A) as a percentage of revenue decreased from 13.9%10.7% in the previous period to 9.1%8.7% in the current period. The decrease was driven by savings in rent, travellingreduction is as a result of various measures implemented to rationalize costs. Sequentially, SG&A expenses and recruitment expenses.have remained stable.

 

Impairment Losses and Restructuring/Exit Cost, Net

 

Impairment losses and restructuringrestructuring/exits costs, net totaled $(12)$1,898 for the current period as compared to $220$24,322 for the previous period. The expense for the first quarter of 2021 primarily relates to employee related restructuring/exit expenses. There are no impairment charges during the current period. The expense for the previous period of 2020 primarily relates to goodwill impairment losses of $22,708 and restructuring/exit expenses of $1,614.

 

Interest expense, net

 

Interest expense, net totaled $3,988$13,769 for the current period as compared to $3,372$3,506 for the previous period. The expense for the first quarter of 2021 comprises of upfront fees and 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.facilities.

 

Income tax expense

 

Income tax expense for the current period was $1,649$4,902 compared to $3,436$2,876 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.

 

2429


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.

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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  December 31, December 2018 as “Acquisition related cost”. An amount of $500 has been paid during the quarteryear ended December 31, 2020 to Mr. Aparup Sengupta with the remainingand balance payable in due course.$350 has been paid during this quarter.

 

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. We have also entered into factoring agreements with financial institutions to sell certain of our accounts receivables under non-recourse agreement. The Company expects to meet all its debt obligations in a timely manner.

 

Considering recent market conditionsThe Company entered into a newly secured $185 million senior debt facility during the quarter, comprising a $165 million term loan and a $20 million revolving credit facility. Under the on-going COVID-19 crisis,new senior debt, Borrowings will bear a tiered interest rate, which is based on the Company’s consolidated net leverage ratio and is initially set at LIBOR plus 450 basis points. The term loan will have a moratorium on principal repayment for 21 months and will amortize quarterly thereafter, beginning November 2022. The loan is subject to certain standardized financial covenants. 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 acrossfully repaid the organization and re-prioritizing our capital projects amidamounts due under the COVID-19 pandemic.old senior facilities from the proceeds of the proceeds of the new debt facility. 

 

Cash and cash equivalents and restricted cash

 

As at September 30, 2020,March 31, 2021, cash, cash equivalents, and restricted cash held by the Company and all its foreign subsidiaries increased by $23,958$14,087 to $56,585 as$64,646 compared to $32,626 on$50,559 as of December 31, 2019.The2020. The restricted cash balance as at September 30, 2020March 31, 2021 stood at $8,122$6,981 as compared to $12,162$6,052 as at December 31, 2019.2020. The restricted cash pertains to debt service reserve account (DSRA) that we have to maintain in accordance withaccording to 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 ninethree months ended September 30,March 31, 2021 and 2020 and September 30, 2019 we reported net cash flows generated from operating activities of $64,297$7,097 and $6,621$10,546 respectively. The $57,676$3,449 increase in net cash flows from operating activities was due to a net increase of $53,452$2,454 in cash flows from assets and liabilities, a $24,921 increase$(22,029) decrease in non-cash reconciling items such as goodwill impairment, deferred tax expense, depreciation and amortization and warrant contra revenue, and a decreaseincrease of $(20,697)$16,126 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 ninethree months ended September 30,March 31, 2021, and 2020 and September 30, 2019 we reported net cash used in investing activities of $9,712$27,922 and $7,710$2,884 respectively. Net cash used in investing activities for both thecurrent periods primarily consisted of strategic investment in equity-accounted investees and capital expenditures.expenditure.

 

Cash flows generated from financing activities

 

For the ninethree months ended September 30,March 31, 2021 and 2020 and September 30, 2019 we reported net cash flows used in financing activities of $30,370 and generated from financing activities of $5,394,$35,337 and $421, respectively. During the ninethree months ended September 30, 2020March 31, 2021 our net borrowings decreasedincreased by $38,749$34,093 mainly due to full repaymentrefinancing of asset-backed line of credit facility insenior term debt completed during the USA from the proceeds of the non- recourse factoring arrangement. Additionally, the Company was also able to lower its working capital and revolver drawdowns.quarter. The Company collected $8,379$1,244 from the issuance of common 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,"  to our unaudited condensed consolidated financial statements included in Item 1, "Financial Statements."

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CONTRACTUAL OBLIGATIONS

 

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

 

30

 

OFF-BALANCE SHEET ARRANGEMENTS

 

Apart from certain non-recourse receivables factoring as mentioned in the noteNote 9 "Debt" 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.

 

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, theseThese judgments are subject to an inherent degree of uncertainty.uncertainty by their nature. Accordingly, actual results may vary significantly from the estimates we have applied.

 

Please refer to Note 2, "Summary of Significant Accounting Policies" of the Notes to the Consolidated Financial Statementsconsolidated financial statements included in our Form 10-K for the year ended December 31, 2019Item 1 for a complete description of our critical accounting policies and estimates.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

 

Pursuant to Rule 13a-15(b)Evaluation of Disclosure Controls and Rule 15d-15(b)Procedures:

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange ActAct) as of 1934, as amended (the “Exchange Act”), weMarch 31, 2021 was carried out an evaluation,under the supervision and with the participation of our management, including our Chief Executive Officer and under the supervision ofChief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were ineffective as of March 31, 2021.

Managements Report on Internal Control over Financial Reporting:

Management is  responsible for establishing and maintaining adequate internal controls over financial reporting, as such terms defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Management with the participation of Chief Executive Officer and Chief Financial Officer, has assessed the effectiveness of our disclosureinternal controls and proceduresover financial reporting as of September 30, 2020. Based upon that evaluation,March 31, 2021 based on the framework in “Internal Control-Integrated Frameworkissued by Committee of Sponsoring Organizations of the Treadway Commission (2013). At December 31, 2020, management identified a material weakness in the operation of the Company’s internal controls over revenue recognition. In view of the existence of the material weakness and based on the assessment at the quarter end, the Chief Executive Officer and Chief Financial Officer concluded that, as of March 31 2021, our disclosure controls and procedures were effective.ineffective. Notwithstanding the material weakness in internal control over financial reporting relating to revenue process disclosed below, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that the consolidated financial statements present fairly in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States.

 

A material weakness was identified in the operation of the Company’s internal financial controls over revenue recognition (and corresponding “unbilled revenue” asset) in certain reporting units.  It was observed that for few customers the amount of revenue accrued in the books of accounts was on lower side than what was billed to those customers. Management carried out measurement adjustments in respect of discounts, penalties etc to revenue recognised in the books of account as the COVID 19 situation gave rise to uncertainties.  However, these judgements were not adequately documented.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. 

The material weakness described above did not result in any material misstatements to the company’s previously issued financial statements, nor in the financial statements disclosed in this form 10-Q.

Remediation Plan:

The Company’s management is committed to maintaining a strong internal control environment. In response to the process of evaluation,identified material weakness, the management immediately performed a detailed root-cause analysis of the highlighted issues and implemented certain corrective actions.The management has redefined the revenue recognition process combining automation and manual controls wherever appropriate.  Documentation underlying key judgments is enhanced and “review” controls are further strengthened to reflect appropriate accounting treatment. While the management has completed the implementation of the corrective actions, it will also reviewedmonitor the impacteffectiveness of COVID-19 pandemic on the internal control framework. Largely, existing controls operatedthrough continuous monitoring

Changes in all key processes in the same or different form, except for the payroll process in which a few additional compensating controls were implemented.  These controls were documented, tested and observedInternal Control over Financial Reporting:

Subject to be effective.  Except for the above,  there have beenwere no changes in our internal controlscontrol over financial reporting that occurred during the quarter ended September 30, 2020.

Except as noted in the above paragraphs, there has been no changes in our internal controls over financial reporting during the quarter ended September 30, 2020March 31, 2021, that hashave materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d- 15(f) under the Securities Exchange Act of 1934).reporting.

 

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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, 2019,2020, 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 2020.2021.

 

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 asand 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.

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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 between the company and Aparup Sengupta dated July 1, 2020 Form 8-K 10.1 July 8, 2020 Separation Agreement with Rajiv Ahuja dated March 31,2021 Form 8-K 10.1 April 5, 2021
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 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)

 

 

 

 

 

 

 

 

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, 2021 and 2020(Unaudited), (ii) Consolidated Balance Sheets as of March 31, 2021 (Unaudited) and December 31, 2020, (iii) Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020 (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.

 

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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: November 9, 2020May 10, 2021

 

Aparup Sengupta

 

 

Global CEO

 

 

(principal executive officer)

 

 

 

 

 

 

 

By:

/s/ Ramesh KamathVikash Sureka

Date: November 9, 2020May 10, 2021

 

Ramesh KamathVikash Sureka

 

 

Chief Financial Officer

 

 

(principal financial and accounting officer)

 

 

 

 

3234