Table of Contents



 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 


 

Form 10-Q

(Mark One) 

 

 

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

 

For the quarterly period ended March 31, 20202021

or 

 

 

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

 

For the transition period from                to                

 

Commission file number 1-12793


 

StarTek, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

84-1370538

(State or other jurisdiction of

(I.R.S. employer

incorporation or organization)

Identification No.)

 

 

6200 South Syracuse Way, Suite 485

 

Greenwood Village, Colorado

80111

(Address of principal executive offices)

(Zip code)

 

(303) 262-4500

(Registrant’s telephone number, including area code)

 

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

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

SRT

New York Stock Exchange, Inc.

 

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒  No ☐ 

 

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

 

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

 

Large accelerated filer ☐

Accelerated filer ☒

Non-accelerated filer  ☐

Smaller reporting company  ☒

 

Emerging growth company  ☐

 

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

 

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

 

As of  June 1, 2020,April 30, 2021, there were 38,591,02140,784,673 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) and Other Comprehensive Income (Loss) for the Three Months Ended March 31, 20202021 and 20192020 (Unaudited)

4

 

Condensed Consolidated Balance Sheets as of March 31, 20202021 (Unaudited) and December 31, 2019 (Audited)2020 

5

 

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 20202021 and 20192020 (Unaudited)

46

 

Condensed Consolidated Statement of Stockholders' Equity for the Three Months Ended March 31, 20202021 and 20192020 (Unaudited)

7

 

Note 1 Overview and Basis of Preparation

8

 Note 2 Summary of Accounting Policies9
 Note 3 Goodwill and Intangible Assets12
 Note 4 Revenue13
 Note 5 Net LossGain / (Loss) Per Share15
 Note 6 Impairment and Restructuring/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 and Geographical InformationReporting2021
 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

2631

ITEM 4.

Controls and Procedures

2631

 

 

 

PART II - OTHER INFORMATION

 

 

 

ITEM 1.

Legal proceeding

32

ITEM 1A.

Risk Factors

2732

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

2732

ITEM 6.

Exhibits

2833

SIGNATURES

 

2934

 

2


 

Explanatory Para for Delay in filing of 10Q

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

 

NOTE ABOUT FORWARD-LOOKING STATEMENTS

 

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

 

 

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

 

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

 

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

 

other statements regarding matters that are not historical facts.

 

Our business and results of operations are subject to risks and uncertainties, many of which are beyond our ability to control or predict. Because of these risks and uncertainties, actual results may differ materially from those expressed or implied by forward-looking statements, and investors are cautioned not to place undue reliance on such statements, which speak only as of the date thereof. Important factors that could cause actual results to differ materially from our expectations and may adversely affect our business and results of operations, include, but are not limited to, those items described herein or set forth in the Form 10-K for the fiscal year ended December 31, 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 March 31, 2020.2021. 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 now qualifies for Smaller Reporting Company status. As such, it has decided to take advantage of the relief provided from Part 1, Item 3.

 

3


 

PART I - FINANCIAL INFORMATION

 

ITEM 1.  FINANCIAL STATEMENTS

 

 

STARTEK, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)

(In thousands, except per share amounts)

(Unaudited)

 

 

Three Months Ended March 31,

  

Three Months Ended March 31,

 
 

2020

  

2019

  

2021

  

2020

 

Revenue

 161,177  161,142  163,495  161,177 

Warrant contra revenue

  (278)  -   (425)  (278)

Net Revenue

 160,899  161,142  $163,070  $160,899 

Cost of services

  (140,841)  (133,928)  (138,383)  (140,841)

Gross profit

 20,058  27,214  $24,687  $20,058 
 

Selling, general and administrative expenses

 (17,255) (24,079) (14,171) (17,255)

Impairment losses and restructuring/exit cost

 (24,322) (1,129)  (1,898)  (24,322)
Acquisition related cost  -  35 

Operating (Loss) / Income

 (21,519) 2,042 

Share of (loss) / profit of equity accounted investees

 (8) 342 

Operating income / (loss)

 $8,618  $(21,519)
 

Share of loss of equity-accounted investees

 (14) (8)

Interest expense, net

 (3,506) (4,465) (13,769) (3,506)

Exchange gain / (loss), net

  1,928   (691)  212   1,928 

Loss before income taxes

 (23,105) (2,772) $(4,953) $(23,105)

Income tax expense

  2,876   385   (4,902)  (2,876)

Net loss

  (25,981)  (3,157) $(9,855) $(25,981)
 

Net income / (loss)

    

Net income attributable to non-controlling interests

 576  189  2,300  576 

Net loss attributable to Startek shareholders

  (26,557)  (3,346) (12,155)  (26,557)
  

Other comprehensive income (loss), net of tax:

     

Foreign currency translation adjustments

 (4,392) 567 

Change in fair value of derivative instruments

 (672) (65)

Pension amortization

  396   176 

Comprehensive loss

  (30,649)  (2,479)

Comprehensive income attributable to non-controlling interests

 739  276 

Comprehensive loss attributable to Startek shareholders

  (31,388)  (2,755)
Net loss per common share - basic and diluted (0.30) (0.69)
  

Net loss per common share - basic and diluted

 (0.69) (0.09)

Weighted average common shares outstanding - basic and diluted

 38,528  37,522  40,592  38,528 

STARTEK, INC. AND SUBSIDIARIES

 CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME (LOSS)

(In thousands, except per share amounts)

(Unaudited)

  

Three Months Ended March 31,

 
  

2021

  

2020

 

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

  (1,092)  (4,392)

Change in fair value of derivative instruments

  8   (672)

Pension amortization

  (384)  396 

Other comprehensive loss

 $(1,468) $(4,668)
         

Other comprehensive (loss) / income, net of taxes

        

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

  (69)  163 

Other comprehensive loss attributable to Startek shareholders

  (1,399)  (4,831)
  $(1,468) $(4,668)

Comprehensive (loss) / income

        

Comprehensive income attributable to non-controlling interests

  2,231   739 

Comprehensive loss attributable to Startek shareholders

  (13,554)  (31,388)
  $(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)

 

 

March 31,

 

December 31,

  

March 31,

 

December 31,

 
 

2020

  

2019

  

2021

  

2020

 

ASSETS

      

Current assets:

     

Assets

      

Current assets

     

Cash and cash equivalents

  27,795   20,464   57,665   44,507 

Restricted cash

 11,862  12,162  6,981  6,052 

Trade accounts receivable, net

 100,152  108,479  69,712  83,560 

Unbilled Revenue

 40,586  41,449 

Unbilled revenue

 57,530  49,779 

Prepaid and other current assets

  19,516   12,008   12,328   14,542 

Total current assets

  199,911   194,562  $204,216  $198,440 
     
Non-current assets     

Property, plant and equipment, net

 34,133  37,507  34,353  34,225 

Operating lease Right-of-use assets

 79,370  73,692 

Operating lease right-of-use assets

 65,396  69,376 

Intangible assets, net

 108,225  110,807  97,879  100,440 

Goodwill

 196,633  219,341  183,397  183,397 

Investment in associates

 477  553 

Investment in equity-accounted investees

 25,096  111 

Deferred tax assets, net

 3,009  5,251  4,042  5,294 

Prepaid expenses and other non-current assets

  15,568   16,370   16,605   13,370 
Total non-current assets $426,768 $406,213 

Total assets

  637,326   658,083  $630,984  $604,653 

LIABILITIES AND STOCKHOLDERS’ EQUITY

      

Current liabilities:

     

Trade accounts payable

  20,004   25,449 

Accrued expenses and other current liabilities

 89,600  82,598 
     

Liabilities and Shareholders' Equity

      

Current liabilities

     

Trade accounts payables

  14,457   20,074 

Accrued expenses

 58,026  57,118 

Short term debt

 32,387  26,491  5,230  15,505 

Current maturity of long term debt

 18,666  17,601  2,412  2,180 

Current maturity of operating lease liabilities

 20,761  19,677 

Current maturity of finance lease obligations

  750   632 

Current maturity of operating lease obligation

 18,724  19,327 

Other current liabilities

 45,130  39,987 

Total current liabilities

  182,168   172,448  $143,979  $154,191 
     
Non-current liabilities     

Long term debt

 123,387  130,144  165,116  118,315 

Operating lease liabilities

 59,404  54,341  48,697  52,052 

Other non-current liabilities

 12,881  11,140  18,490  15,498 

Deferred tax liabilities, net

  17,739   18,226   17,194   17,715 

Total non-current liabilities

 $249,497  $203,580 

Total liabilities

  395,579   386,299  $393,476  $357,771 

Commitments and contingencies

    
     

Stockholders’ equity:

          

Common stock, 60,000,000 non-convertible shares, $0.01 par value, authorized; 38,541,724 and 38,525,636 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively

  385   385 

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

  408   405 

Additional paid-in capital

 277,852  276,827  290,646  288,700 

Accumulated deficit

 (97,698) (85,543)

Accumulated other comprehensive loss

 (10,853) (6,022) (8,685) (7,286)

Accumulated deficit

  (73,115)  (46,145)

Equity attributable to Startek shareholders

  194,269   225,045  $184,671  $196,276 

Non-controlling interest

  47,478   46,739 

Non-controlling interests

  52,837   50,606 

Total stockholders’ equity

  241,747   271,784  $237,508  $246,882 

Total liabilities and stockholders’ equity

  637,326   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)

 

 

Three Months Ended March 31,

  

Three Months Ended March 31,

 
 

2020

  

2019

  

2021

  

2020

 

Operating Activities

            

Net loss

 $(25,981) $(3,157)  (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

 7,093  7,304  6,803  7,093 
Impairment of goodwill 22,708 -  0 22,708 

Profit on sale of property, plant and equipment

 -  (251) (53) 0 

Provision for doubtful accounts

 154  630  63  154 
Amortisation of debt issuance cost 2,670 378 

Warrant contra revenue

 278  -  425  278 

Share-based compensation expense

 291  425  280  291 

Deferred income taxes

 1,879  (659) 558  1,879 

Share of (loss) / Profit of equity accounted investee

 8  (342)
Share of loss of equity-accounted investees 14 8 
 

Changes in operating assets and liabilities:

          

Trade accounts receivable

 4,503  4,384  12,848  4,503 

Prepaid expenses and other assets

 (7,658) (8,789) (8,844) (7,658)

Trade accounts payable

 (4,722) (79) (5,447) (4,722)

Income taxes, net

 (672) (948) 2,727  (672)

Accrued expenses and other current liabilities

  12,287   1,105   4,908   12,287 

Net cash (used in) / generated from operating activities

 $10,168  $(377)

Net cash generated from operating activities

 $7,097  $10,546 
  

Investing Activities

            

Purchases of property, plant and equipment

 (2,884) (3,495) (2,922) (2,884)

Net cash used in generated investing activities

 $(2,884) $(3,495)
Investment in equity-accounted investees (25,000) 0 

Net cash used in investing activities

 $(27,922) $(2,884)
  

Financing Activities

            

Proceeds from the issuance of common stock

 43  515  1,244  43 

Payments on long term debt

 (4,200) (1,400)

Proceeds from (payments on) long term debt

 44,702  (4,200)

Proceeds from (payments on) other debt, net

  4,956   6,102   (10,609)  4,578 

Net cash generated generated from financing activities

 $799  $5,217 

Net cash generated from financing activities

 $35,337  $421 
 

Net increase in cash and cash equivalents

 8,083  1,345  $14,512  $8,083 

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

 (1,052) (226) (425) (1,052)

Cash and cash equivalents and restricted cash at beginning of period

  32,626   24,569   50,559   32,626 

Cash and cash equivalents and restricted cash at end of period

 $39,657  $25,688  $64,646  $39,657 
  

Components of cash and cash equivalents and restricted cash

            

Balances with banks

 27,795  14,595  57,665  27,795 

Restricted cash

  11,862   11,093   6,981   11,862 

Total cash and cash equivalents and restricted cash

 $39,657  $25,688  $64,646  $39,657 
 
Supplemental disclosure of Cash Flow Information     
Cash paid for Interest and other finance costs 14,443 1,988 
Cash paid for income taxes 1,652 963 
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

 

Additional paid-in

 

Accumulated

 

Foreign currency

 Change in fair value of 

Unrecognised

 

Equity attributable to Startek

 

Non-controlling

 

Total stockholders'

  

Shares

 

Amount

 

Additional paid-in

 

Accumulated

 

Foreign currency

 

Change in fair value of

 

Unrecognised

 

Equity attributable to Startek

 

Non-controlling

 

Total stockholders'

 
 

Shares

  

Amount

  

capital

  

deficit

  

translation

  

derivative instruments

  

pension cost

  

shareholders

  

interest

  

equity

          

capital

  

deficit

  

translation

  

derivative instruments

  

pension cost

  

shareholders

  

interest

  

equity

 

Three months ended

                                                  

Balance at 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

 328,342  3  1,241  0  0  0  0  1,244  0  1,244 

Share-based compensation expenses

 -  0  280  0  0  0  0  280  0  280 

Warrant expenses

 -  0  425  0  0  0  0  425  0  425 

Net income (loss)

 -  0  0  (12,155) 0  0  0  (12,155) 2,300  (9,855)

Other comprehensive loss for the period

  -   0   0   0   (1,092)  8   (315)  (1,399)  (69)  (1,468)

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 December 31, 2019

  38,525,636  $385  $276,827  $(46,145) $(4,568) $475  $(1,929) $225,045  $46,739  $271,784  38,525,636  $385  $276,827  $(46,145) $(4,568) $475  $(1,929) $225,045  $46,739  $271,784 
Transition period adjustment pursuant to ASU 2019-08 - - 413 (413) - - - - - -  - 0 413 (413) 0 0 0 0 0 0 

Issuance of common stock

 16,088  -  43  -  -  -  -  43  -  43  16,088  0  43  0  0  0  0  43  0  43 

Share-based compensation expenses

 -  -  291  -  -  -  -  291  -  291  -  0  291  0  0  0  0  291  0  291 

Warrant expenses

 -  -  278  -  -  -  -  278  -  278  -  0  278  0  0  0  0  278  0  278 

Net income (loss)

 -  -  -  (26,557) -  -  -  (26,557) 576  (25,981) -  0  0  (26,557) 0  0  0  (26,557) 576  (25,981)

Other comprehensive loss for the period

  -   -   -   -   (4,392)  (672)  233   (4,831)  163   (4,668)  -   0   0   0   (4,392)  (672)  233   (4,831)  163   (4,668)

Balance at March 31, 2020

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

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

 115,421  1  514  -  -  -  -  515  -  515 

Share-based compensation expenses

 -  -  425  -  -  -  -  425  -  425 

Warrant expenses

 -  -  -  -  -  -  -  -  -  - 

Net income (loss)

 -  -  -  (3,346) -  -  -  (3,346) 189  (3,157)

Other comprehensive loss for the period

  -   -   -   -   567   (65)  90   592   86   678 

Balance at March 31, 2019

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

 

7


 

STARTEK, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 20202021

(In thousands, except share and per share data)

(Unaudited)

 

 

1. OVERVIEW AND BASIS OF PREPARATION

 

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

 

Business

 

Startek is a leading global provider of technology-enabled business process outsourcing company thatmanagement solutions. The Company provides omnichannelomni-channel customer interactions,experience, digital transformation and technology and back-office support solutions forservices to some of the world’s most iconicfinest brands globally. Startek is committed to impacting clients’ business outcomes by focusing on enhancing customer experience and digital enablement across all touch points and channels. Startek has more than 42,000 CX experts globally spread across 46 delivery campuses in 13 countries. The Company services over 220 clients across various 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 varietyrepository of vertical markets. Operating underdigital and omnichannel solutions based on decades of experience in driving growth by putting the Startek and Aegis brand, we help these large global companies connect emotionally with their customers, solve issues, and improve net promoter scores and other customer-facing performance metrics. Through consulting and analytics services, technology-led innovation, and engagement solutions powered by the science of dialogue, we deliver personalized experiencescustomer at the pointcenter of conversation between our clients and their customers across every interaction channel and phase of the customer journey.

business. Because noone solution fits all, we have crafted solution delivery to suit a various industries. Startek has proven results for the multiple services we provide, including sales, order management and provisioning, customer care, technical support, receivables management, and retention programs. We manage programs using a variety of multi-channel customer interactions, including voice, chat, email, social media and back-office support. Startek has facilities indelivery campuses across India, United States, India, Malaysia, Philippines, Australia, South Africa, Canada, Honduras, Jamaica, Kingdom of Saudi Arabia, Argentina, Peru and Sri Lanka.

 

Basis of preparation

 

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

 

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

 

The consolidated financial statements reflect the financial results of all subsidiaries that are more than 50% owned and over which the Company exerts control. When the Company does not have majority ownership in an entity but exerts significant influence over that entity, the Company accounts for the entity under the equity method of accounting. All intercompany balances are eliminated on consolidation. Where our ownership of a subsidiary was less than 100%, the non-controlling interest is reported in our Consolidated Balance Sheets.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 Statementsconsolidated statement of Comprehensive 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

 

On April 1, 2018, theThe Company adopted Accounting Standards Codification 606, Revenue from Contracts with Customers, (Topic 606) using the modified retrospective method. Topic 606 utilizes a five-step process given in ASC 606,for revenue recognition that focuses on 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.

 

For the quarter ended March 31, 2020, theRent discounts and deferment of rent which were received due to COVID-19 pandemic hashave been accounted for without lease modification using the practical expedient provided by the FASB. Refer to Note not13 triggered changes to the terms of any of the Company’s leases. While the Company does not currently expect any large-scale contraction in demand which could result in a reduction in the use of its physical infrastructure, changes in the Company’s business or client demand as a result of the COVID-19 pandemic could alter the Company’s plans"Leases" for or use of its physical infrastructure in the long term.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 isare recorded through net income as opposed toinstead of through other comprehensive income as had been done historically. Translation adjustments from periods prior periods willto the change in functional currency were not be removed from equity.

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

11

 

3. GOODWILL AND INTANGIBLE ASSETS

 

Goodwill

 

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

 

Reporting Units

Amount

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

Reporting Units

 

March 31, 2021

  

December 31, 2020

 

Americas

  64,315   64,315 

India

  12,554   12,554 

Malaysia

  47,543   47,543 

Saudi Arabia

  54,840   54,840 

South Africa

  0   0 

Argentina

  0   0 

Australia

  4,145   4,145 

Total

 $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. The values assigned to each ofIn arriving at its forecasts, the key assumptions reflect the management’sCompany considered past experience, as their assessment of futureeconomic trends and are consistent with external/internal sourcesinflation, and industry and market trends, including the outbreak of information.

During the COVID-first19. quarter of 2020, the Company reviewed the carrying value of goodwill due to the events and circumstances surrounding the COVID-19 pandemic. As a result of the recent global economic disruption and uncertainty due to the novel coronavirus ("COVID-19") pandemic, the Company concluded a triggering event had occurred as of March 31, 2020, and accordingly, performed interim impairment testing on the goodwill balances of its reporting units. As quoted market prices are not available for these reporting units, the calculations of their estimated fair values were based on a discounted cash flow model (income approach). 

This approach relied on numerous assumptions and judgments that were subject to various risks and uncertainties. The Company has used internal and external information, including recently signed client engagements for which service delivery has not yet begun and projections adjusted to meet economic forecasts, for the purpose of computation and developing assumptions. It also includes the Company's estimates of future revenue and terminal growth rates, margin assumptions and discount rates to estimate future cash flows. The calculations explicitly addressedtook into account factors such as timing, with due consideration given to forecasting risk. While assumptions utilized are subject to a high degreethe expected impact from new client wins and expansion from existing clients businesses and efficiency initiatives, and the maturity of judgment and complexity, the Company has made every effort to estimate future cash flows as accurately as possible, given the high degree of economic uncertainty that exists asmarkets in which each business operates.

As of March 31, 2020.2021,

The results based on the qualitative assessment, we concluded there is no impairment of these interim impairment tests indicated that the estimated fair value of the India, South Africa and Australia reporting unit was less than its carrying value. Consequently, a goodwill impairment charge of $15,820, $4,332 and $2,556 was recorded for the India, South Africa and Australia reporting unit respectively. If the pandemic's economic impact is more severe, or if the economic recovery takes longer to materialize or does not materialize as strongly as anticipated, this could result in further goodwill impairment charges.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, March 31, 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 asassets:

  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 March 31, 20202021,

  Gross Intangibles  Accumulated Amortization  

Net Intangibles

  Weighted Average Amortization Period (years) 

Customer relationships

 $66,220  $12,078  $54,142   6.5 

Brand

  49,500   8,647   40,853   7.1 

Trademarks

  13,210   1,495   11,715   7.5 

Other intangibles

  2,130   615   1,515   4.9 
  $131,060  $22,835  $108,225  $- 

As a resultbased on the qualitative assessment, we concluded there is 0 impairment of the indicator of impairment identified, the Company performed an interim impairment assessment of itsCompany's intangible assets as of March 31, 2020. Based on the results of our analyses, the estimated fair values of the trade names exceeded the carrying values.assets.

 

Expected future amortization of intangible assets as of March 31, 20202021 is as follows:

 

Years Ending December 31,

 

Amount

 

Remainder of 2020

 $7,762 

2021

  10,350 

2022

  10,350 

2023

  10,306 

2024

  10,252 

Thereafter

  59,205 

Years Ending December 31,

 

Amount

 
Remainder of 2021  7,762 

2022

  10,350 

2023

  10,306 

2024

  10,252 

2025

  10,252 

Thereafter

  48,957 

 

12

 

4.  REVENUE

 

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

 

Contracts with Customers

 

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

 

Our contracts give us the right to bill for services rendered during the period, which for the 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.

 

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Revenue Recognition Methods

 

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

 

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

 

Practical expedients and exemptions

 

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

 

 

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

 

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

 

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

 

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

 

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

Disaggregated Revenue

 

Revenues by our clients' industry verticalverticals for the three months ended March 31, 20202021 and 20192020, respectively:

 

  

Three Months Ended March 31,

 

Vertical:

 

2020

  

2019

 

Telecom

  55,697   65,824 

E-commerce & Consumer

  25,958   24,344 

Financial & Business Services

  13,439   13,320 

Media & Cable

  23,194   21,757 

Travel & Hospitality

  15,803   16,514 

Healthcare & Education

  13,448   10,529 

Technology, IT & Related Services

  5,050   2,437 

All other segments

  8,588   6,417 

Gross Revenue

  161,177   161,142 

Less: Warrant Contra Revenue

  (278)  - 

Net Revenue

 $160,899  $161,142 

  

Three Months Ended March 31,

 

Vertical:

 

2021

  

2020

 

Telecom

  51,674   55,697 

E-commerce & Consumer

  26,102   25,958 

Media & Cable

  25,794   23,194 

Healthcare & Education

  17,687   13,448 

Financial & Business Services

  15,450   13,439 

Travel & Hospitality

  10,497   15,803 

Technology, IT & Related Services

  5,081   5,050 

All other segments

  11,210   8,588 

Gross Revenue

  163,495   161,177 

Less: Warrant Contra Revenue

  (425)  (278)

Net Revenue

 $163,070  $160,899 

 

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5. NET LOSSGAIN / (LOSS) PER SHARE

 

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

 

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

 

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 months ended March 31, 2020, the following shares were not included in the computation of diluted earnings per share because we reported a net loss and the effect would have been anti-dilutive (in thousands):

 

 

Three Months Ended March 31,

  

Three Months Ended March 31,

 
 

2020

  

2019

  2021 2020 

Anti-dilutive securities:

        

Stock options

  2,316   2,782   2,099  2,316 

 

 

6. IMPAIRMENT LOSSES & RESTRUCTURING/EXIT COST

 

Impairment Loss

 

During the first quarter of 2020, the Company reviewed the carrying value of goodwill due to the events and circumstances surrounding the COVID-19 pandemic. As a result of the recent global economic disruption and uncertainty due to the novel coronavirus ("COVID-19") pandemic, the Company concluded a triggering event had occurred as of March 31, 2020,2021, and accordingly, performed interim impairment testingbased on the goodwill balancesqualitative assessment, we concluded there is 0 impairment of its reporting units.

During first Quarter of 2020, a goodwill impairment charge of $15,820, $4,332 and $2,556 was recorded for the India, South Africa and Australia reporting unit respectively.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 liabilities in our consolidated balance sheets, and thesheet. The changes during the three months ended March 31, 20202021 and year ended December 31,2020.

 

 

  

Employee related

  

Facilities related

  

Total

 

Balance as of December 31, 2019

 $1,326  $514  $1,840 

Accruals/(reversals)

  1,583   31   1,614 

Payments

  (1,168)  (178)  (1,346)

Balance as of March 31, 2020

 $1,741  $367  $2,108 

  

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

In March 2019, the Company has closed one of its sitesfacilities in Argentina. Upon closure, the Company eliminated aCanada, where we have terminated service of number of positions which were considered redundant andemployees. We have also offered a voluntary retirement plan to certain employees in one other geography. We have recognized a provision for employee relatedemployee-related costs and we expect to payregarding the remaining costs of $20 by the end of second quarter 2020.

Facilities related

In 2018, we terminated various leases in the United States and the Philippines due to closedown of the facilities. We recognized provision for the remaining costs associated with the leases.above voluntary / involuntary termination. We expect to pay the remaining termination costs of $359 by the end of the first quarter of 2021.

Upon closure of site in Argentina, the Company recognized provision for facility related costs and we expect to pay the remaining costs of $8$1,200 by the end of the second quarter of 20202021..

 

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.

 

FromThe Company had terminated all cash flow hedges contracts early in January 1,April, 2020 due to a change in counterparty relationship, hence balance as on March 31, 2020, we entered into Philippine peso and Canadian-dollar non-deliverable forward and range forward contracts for a notional amount of 1,387,999,998 Philippine pesos and 3,028,575 in Canadian Dollars.2021 is nil.

 

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

  

For the Three Months Ended March 31, 2020

  

For the Three Months Ended March 31, 2020

  

Year Ended December 31,2019

  

Year Ended December 31,2019

 
  

Local Currency Notional Amount

  

U.S. Dollar Notional Amount

  

Local Currency Notional Amount

  

U.S. Dollar Notional Amount

 

Philippine Peso

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

Canadian Dollar

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

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

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

 

Gain (Loss) Recognized in AOCI, net of tax

  

Gain (Loss) Recognized in AOCI, net of tax

  

Gain/ (Loss) Reclassified from AOCI into Income

  

Gain/ (Loss) Reclassified from AOCI into Income

  

Gain (Loss) Recognized in AOCI, net of tax

  

Gain (Loss) Recognized in AOCI, net of tax

  

Gain/ (Loss) Reclassified from AOCI into Income

  

Gain/ (Loss) Reclassified from AOCI into Income

 
 

Three months ended March 31, 2020

  

Three months ended March 31, 2019

  

Three months ended March 31, 2020

  

Three months ended March 31, 2019

  

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

  (860)  65   188   -   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 Statementsconsolidated statement of Comprehensive Income (Loss)income (loss). The following table presents these amounts for the three months ended 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 March 31, 2020

  

For the Three Months Ended March 31, 2019

 

Foreign currency forward contracts

 $1,771  $26 

Interest rate swap

 $(340) $228 

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

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

  

As of March 31, 2020

 
  

Level 1

  

Level 2

  

Level 3

  

Total

 

Assets:

                

Foreign exchange contracts

 $  $3,458  $  $3,458 

Total fair value of assets measured on a recurring basis

 $  $3,458  $  $3,458 
                 

Liabilities:

                

Interest rate swap

 $  $758  $  $758 

Foreign exchange contracts

 $  $557  $  $557 

Total fair value of liabilities measured on a recurring basis

 $  $1,315  $  $1,315 

  

As of December 31, 2019

 
  

Level 1

  

Level 2

  

Level 3

  

Total

 

Assets:

                

Foreign exchange contracts

 $  $1,823  $  $1,823 

Total fair value of assets measured on a recurring basis

 $  $1,823  $  $1,823 
                 

Liabilities:

                

Interest rate swap

 $  $544  $  $544 

Foreign exchange contracts

 $  $22  $  $22 

Total fair value of liabilities measured on a recurring basis

 $  $566  $  $566 

liabilities.

 

17

 

9. DEBT

 

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

 

 

March 31, 2020

  

December 31, 2019

  

March 31, 2021

  

December 31, 2020

 

Short term debt and current portion of long term debt

      

Short term debt

      

Working capital facilities

 $29,004  $23,179   5,230   15,506 
Loan from related parties 3,383 $3,312 

Current maturity of long term debt

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

Current maturity of long term loan

 0  0 
Current maturity of equipment loan 1,889 1,664 

Current maturity of finance lease obligations

  750   632   523   516 

Total

 $51,803  $44,724  $7,642  $17,686 
  

Long term debt

            

Term loan, net of debt issuance costs

 $100,204  $105,075   162,302   114,930 

Equipment loan

 409  619  2,521  2,955 

Secured revolving credit facility

 21,935  23,097 

Finance lease obligations

  839   1,353   293   430 

Total

 $123,387  $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 $29$5.2 million as of March 31, 2020.

Loan from related parties

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

On November 20, 2019, the Company entered into a Loan Agreement with Bluemoss Ergon Limited, as lender (“Bluemoss”), pursuant to which Bluemoss made a single-draw unsecured term loan to the Company in the aggregate amount of $1.75 million. The Company will pay interest on such loan at the rate of 8.5% per annum. As of March 31, 2020, total outstanding interest balance is $0.05 million. All principal and interest on the loan was paid on April 22, 2020. 2021.

 

Term loan

 

On October 27, 2017,February 18, 2021, the Company entered intocompleted a debt 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 new senior debt, borrowings will bear a tiered interest rate based on the Company’s consolidated net leverage ratio and is initially set at LIBOR plus 450 basis points.

The term loan facility amortizes 2.5% on the date that is 21, and 24 months from closing, 3.75% on the date that is 27,30,33 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 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, ("Term loan") to provide funding for the acquisition of ESM Holdings Limited and its subsidiaries in the amount of $140 million for a five year term. The Term loan was fully funded ondated November 22, 2017 October 27, 2017.and is to be repaid based on a quarterly repayment schedule beginning six months after the first utilization date.


Principal payments due on the term loan are as follows:

 

Years

 

Amount

  

Amount

 

Remainder of 2020

 12,600 

2021

 21,000 

Remainder of 2021

 0 

2022

  88,200  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 March 31, 20202021 amount to $3.7 million.$2.7 million paid to third parties are net against long term debt on the consolidated balance sheet.

 

Secured revolving credit facility

The Company has a secured revolving credit facility which is effective throughFollowing table presents the changes in debt issuance cost during the March 2022. Under this agreement, we may borrow the lesser of the borrowing base calculation and $40 million. As long as nothree default has occurred and with lender consent, we may increase the maximum availability to $60 million in $5 million increments, and we may request letters of credit in an amount equal to the aggregate revolving credit commitments. The borrowing base is generally defined as 90% of our eligible accounts receivable less certain reserves.

As ofmonths ended March 31, 20202021 , we had $21.93 million of outstanding borrowings and our remaining borrowing capacity was $13.40 million. Our borrowings bear interest atyear ended oneDecember 31, 2020:-month LIBOR plus 1.50% to 1.75%, depending on current availability.

 

  

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 

18

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 $12.8$26.4 million for three months endedas of March 31, 20202021..

 

18

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 amount outstanding as at March 31,2021 is $0.4 million.

Equipment Loan

On November 02, 2020, 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. AsOn May 17, 2019, the Company issued and sold 692,520 shares of Common Stock to certain investors at a price per share of $7.48.   The Warrant contains certain anti-dilution provisions and as a result of an anti-dilution adjustment that was triggered in 2019,such offering, the total number of shares issuable to Amazon  havewas adjusted from 4,000,000 to 4,002,964 and the exercise price of the Warrant was adjusted from $9.96 per share to $9.95 per share. On June 29, 2020, the Company issued and sold 1,540,041 shares of Common Stock to CSP Victory Limited at a price per share of $4.87 per share.  As a result of such transaction, the  total number of shares issuable to Amazon has been adjusted from 4,002,964 to 4,006,051 and the exercise price of the Warrant was adjusted from 4,000,000$9.95 per share to 4,002,964.$9.94 per share. We entered into the Amazon Transaction Agreement in connection with commercial arrangements between us and any of our affiliates and Amazon and/or any of its affiliates pursuant to which we and any of our affiliates provide and will continue to provide commercial services to Amazon and/or any of its affiliates. The vesting of the Warrant shares, described below, is linked to payments made by Amazon or its affiliates (directly or indirectly through third parties) pursuant to the commercial arrangements.

 

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

 

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

 

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

 

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 $ 425 till March 31, 2021 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. Jan 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 ended March 31, 20202021 was $291,$280 and is included in selling, general and administrative expense. As of March 31, 20202021, , there was no$1,451 of total unrecognized compensation expense related to non-vested stock options.options, which is expected to be recognized over a weighted-average period of 2.17 years.

 

20

 

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

 (4,392)  -   -    (4,392)  -   (4,392) (1,092) 0  0  (1,092) 0  (1,092)

Reclassification to operations

 -   188   -    188   -   188  0  8  0  8  0  8 
Unrealized losses -   (860)  -    (860)  -   (860) 0  0  0  0  0  0 

Pension remeasurement

  -   -   233    233   163   396   0   0   (315)  (315)  (69)  (384)

Balance at March 31, 2020

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

Balance at March 31, 2021

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

 

1921

 

12.  SEGMENT AND GEOGRAPHICAL INFORMATIONREPORTING

 

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) Middle EastIndia and Sri Lanka
c) Malaysia 
d) India and Sri LankaMiddle East 
e) Argentina & Peru
f) Rest of World

 

 

Three Months Ended

  Three Months Ended
 

March 31,

  March 31, 
 

2020

  

2019

  

2021

  

2020

 

Revenue:

          
Americas 68,168 63,603  63,925  68,168 

India & Sri Lanka

 24,252  28,209  21,482  24,252 

Malaysia

 11,885  12,448  14,965  11,885 

Middle East

 34,517  31,118  43,240  34,517 

Argentina & Peru

 10,208  12,584  8,159  10,208 

Rest of World

  11,869   13,180   11,299   11,869 

Total

 $160,899  $161,142  $163,070  $160,899 
     
Operating income (loss):     

Americas

 $926  $865 

India & Sri Lanka

 (695) 1,130 
Malaysia 1,635 1,444 
Middle East 1,617 1,257 
Argentina & Peru 16 (439)
Rest of World 272 413 
Segment operating income 3,771 4,670 
Startek consolidation adjustments     
Goodwill impairment 22,708 - 

Intangible amortization

 2,582  2,628 
Total operating income $(21,519) $2,042 

  

Three Months Ended

 
  

March 31,

 
  

2021

  

2020

 

Operating income (loss):

        

Americas

  1,895   926 

India & Sri Lanka

  (1,228)  (695)

Malaysia

  4,414   1,635 

Middle East

  5,741   1,617 

Argentina & Peru

  (43)  16 

Rest of World

  399   272 

Segment operating income

 $11,178  $3,771 

Startek consolidation adjustments

        

Goodwill impairment

  0   22,708 

Intangible amortization

  2,560   2,582 

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 
 March 31, 2020  December 31, 2019  March 31, 2021  December 31, 2020 

Property, plant and equipment, net:

            

Americas

 13,282  14,156  14,111  14,455 

India & Sri Lanka

 9,689  10,772  8,669  8,069 

Malaysia

 4,018  4,375  3,441  3,749 

Middle East

 4,405  4,722  5,195  4,736 

Argentina & Peru

 1,653  1,701  1,133  1,257 

Rest of World

  1,086   1,781   1,804   1,959 

Total

 $34,133  $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

 

Three months ended

 
 

March 31, 2020

  

March 31, 2019

  

Three Months Ended March 31, 2021

  

Three Months Ended March 31, 2020

 
  

Operating lease cost

 $7,259  $7,540   6,809   7,259 
  

Finance lease cost:

         

Amortization of right-of-use assets

 327  484  185  327 

Interest on lease liabilities

  43   28   17   43 

Total finance lease cost

  370   512 

Total Finance lease cost

 $202  $370 

 

2023

 

Supplemental cash flow information related to leases was as follows:

 

 

Three Months Ended

 

Three months ended

 
 

March 31, 2020

  

March 31, 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

 7,183  7,563  6,782  7,183 

Operating cash flow from finance leases

 43  28  17  43 

Financing cash flows from finance leases

 116  653  203  116 
  

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

            

Operating leases

 13,558  76,983  2,003  13,558 

Finance lease

 -  - 

Finance leases

 0  0 

 

Supplemental balance sheet information related to leases was as follows:

 

 

As of

 

As of

  

As of March 31, 2021

  

As of December 31, 2020

 

Operating leases

      

Operating lease right-of-use assets

 $65,396  $69,376 
 

March 31, 2020

  

March 31, 2019

  

Operating Leases

      

Operating lease right-of-use assets

 $79,370  $73,692 

Operating Lease Liabilities-Current

 20,761  19,677 

Operating Lease Liabilities-Non-Current

  59,404   54,341 

Operating lease liabilities - Current

 18,724  19,327 

Operating lease liabilities - Non-current

  48,697   52,052 

Total operating lease liabilities

 $80,165  $74,018  $67,421  $71,379 
  

Finance Leases

            

Property and equipment, at cost

 5,166  4,391  4,351  4,351 

Accumulated depreciation

  (3,088)  (1,984)  (3,208)  (3,010)

Property and equipment, at net

 $2,078  $2,407  $1,143  $1,341 

Finance Lease Obligation-Current

 750  632 

Finance Lease Obligation-Non Current

  839   1,353 
 

Finance lease liabilities - Current

 523  516 

Finance lease liabilities - Non-current

  293   430 

Total finance lease liabilities

 $1,589  $1,985  $816  $946 

 

 

As of

 

As of

 
 

March 31, 2020

  

March 31, 2019

 

Weighted average remaining lease term

       

As of March 31, 2021

  

As of December 31, 2020

 

Operating leases

  4.58 yrs  4.66 yrs 

Finance leases

  1.67 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  6.84%  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 of 2020

 $25,312  $706 

2021

 15,978  575 

Year ending December 31,

     

Remainder of 2021

 22,556  428 

2022

 14,590  442  16,902  442 

2023

 11,740  -  13,117  0 

2024

 10,190  -  10,922 0 

2025

 4,837  0 

Thereafter

  6,886   -   2,853 0 

Total lease payments

 $84,696  $1,723 

Total Lease payments

 $71,187  $870 

Less imputed interest

  (4,531)  (134)  (3,766)  (54)

Total

 $80,165  $1,589  $67,421  $816 

24

 

 

14.  SUBSEQUENT EVENT  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)

COVID-19a)CSS Corp LP

 

There are many uncertainties regarding COVID-On 19,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 is closely monitoring the effectsand CSP Alpha Holdings Pte. Ltd., a subsidiary of the pandemic on all aspects of its business, including how it will impactCompany, 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 its customers, employees, contractors, suppliers, business partnersduring the period from August 19, 2022, to April 19, 2023, without any obligation and delivery models. The Company is unableare currently considered to determine with any degree of accuracy the length and severity of the COVID-be 19not crisis and what impact it will have on its future financial position and operating results. The COVID-19 crisis is ongoing and dynamic in nature and, to date, the Company has experienced temporary closures in key operations centers, including in the U.S., India, Philippines, Malaysia, Saudi Arabia and South Africa. However, the Company expects that COVID-19 will negatively impact its operating results in future periods. Because the duration and extent of the COVID-19 pandemic is highly uncertain, the Company will continue to assess the evolving impact of COVID-19 on its business.substantive.

 

Term LoanThe 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

 

Given the current COVID-19 situation, the Company had initiated discussions with the lender consortium seeking certain waivers from the quarterly covenant testing and a deferment of the principal repayments on the Senior Term Loan. While theThe Company has initiatedindividually 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 process“equity method” as per which the share of amendingprofit of equity accounted investee has been added to the Facility Agreement, it has received an in principle approval from the lender consortium with respect to such waivers subject to certain conditions.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)

 

2125

15. SUBSEQUENT EVENTS.

 

None.

26

 

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 outsourcing company thatmanagement solutions. The Company provides omnichannelomni-channel customer interactions,experience, digital transformation and technology and back-office support solutions forservices to some of the finest brands globally. Startek is committed to impacting clients’ business outcomes by focusing on enhancing customer experience and digital enablement across all touch points and channels. Startek has more than 42,000 CX experts globally spread across 46 delivery campuses in 13 countries. The Company services over 220 clients across various 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 most iconic brands in a variety of vertical markets. Operating under the Startek and Aegis brand, wefinest brands. We help these large global companies connect emotionally withbrands increase their customers, solve issues, and improve net promoter scores and other customer-facing performance metrics. Through consulting and analytics services, technology-led innovation, and engagement solutions, we deliver personalizedrevenues by enabling better experiences at the point of conversation between our clients andfor their customers across every interaction channelmultiple channels. As a leading provider of technology-enabled business process management solutions for major global brands—we drive business value through omni-channel customer experiences, digital transformation, and phase of the customer journey.

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

 

SIGNIFICANT DEVELOPMENTS

 

Change in Chief Executive OfficerCoronavirus

 

On January 12, 2020, the Board of Directors appointed Aparup Sengupta to serve as the new Chief Executive OfficerThe global outbreak of the Company effective as of January 15, 2020. Mr. Sengupta succeeds Lance Rosenzweig, who resigned as the Chief Executive Officer and asnovel coronavirus (COVID-19) was declared a member of the Board of Directors of the Company, effective as January 15, 2020.

Coronavirus

On March 11, 2020,pandemic by the World Health Organization characterizedand a national emergency by the novel coronavirus (“COVID-19”) a pandemic.U.S. government in March 2020. The global nature, rapid spread and continually evolving response by governments throughout the world to combat the spreadpandemic has had a negative impact onnegatively impacted the global economy.economy, disrupted global supply chains and created significant volatility and disruption of financial markets, and resulted in significant travel restrictions, mandated facility closures and shelter-in-place and social distancing orders in numerous jurisdictions around the world. Certain of our customer engagement centers have been impacted by local government actions restricting facility access or are operating at lower capacity utilization levels. In response to COVID-19, we have prioritized 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 workedhave 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, and after obtaining appropriate clearances, we have gradually shiftedcontinue to maintain many of our employees toon a work-at-home model. However,The impact of COVID-19 in respect certain client projects work-from-home scenario maythe first quarter of fiscal 2021 was not be possible duesignificant on the Company. The extent of the ultimate impact of the COVID-19 pandemic on our operational and financial performance, including our ability to regulatory or other compliance requirements. Further, due to infrastructure and technology limitations, certain ofexecute our operations may not be operating at optimal levels.

At this time, we are unable to accurately predict what effects these conditions will have on our operations, including due to uncertainties relating to spread ofwithin the virus for a prolonged period, the duration of the pandemic, the severity with which it will affect operations of our customers and customer demand and the length of the lockdowns and restrictions imposed by various governments or the evolution in the labor rules regarding continuation of pay that will apply across various governments. We continue to actively monitor the impacts of and responses to COVID-19 and the related risks, and plan to respond accordingly. The pandemic continues to rapidly evolve, and its ultimate impactsexpected parameters, will depend on future developments, that areincluding the duration and spread of the pandemic and related actions taken by the various governments to prevent disease spread, all of which remain uncertain and cannot be predicted with confidence and may materially adversely affect our business irrespective of our efforts to mitigate the impact. 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 may not be indicativecovenants, 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 future operating results and trends.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 exercisable. The option to acquire a majority stake in CSS is at the sole discretion of Startek, and the Company has no obligation to do so.

 

 

RESULTS OF OPERATIONS — three months ended MarchMaRCh  31, 2020 and 20192021 AND 2021

 

Revenue

 

Our gross revenues for the three month period ended March 31, 20202021 increased by 0.02%1.44% to $161,177$163,495 as compared to $161,142$161,677 for the three-monththree month period ended March 31, 2019. 2020.

 

Our net revenue for the quarter ended March 31, 20202021 and 2019:2020:

 

 

For the Three Months Ended March 31, 2020

  

For the Three Months Ended March 31, 2019

  

 Three Months Ended     March 31, 2021

  

Three Months Ended      March 31, 2020

 

Revenues

 $161,177  $161,142   163,495   161,177 
Warrant Contra Revenue (278) -  (425) (278)

Net Revenue

  160,899   161,142  $163,070 $160,899 

 

 

Our net revenues adjusted for warrant contra revenue for the three months ended March 31, 2020 was lower2021 were slightly higher at $160,899$163,070 compared to $161,142$160,899 for the three months ended March 31, 2019. 2020.

The breakdown of our net revenues from various industry verticals for three months ended March 31, 20202021 and March 31, 20192021 is as follows:

 

 

 

For the Three Months Ended March 31, 2020

  

For the Three Months Ended March 31, 2019

  

Three Months Ended March 31, 2021

  

 Three Months Ended March 31, 2020

 
            

Verticals:

            

Telecom

  35%  41%  32%  35%

E-commerce & Consumer

 16% 15% 16% 16%

Media & Cable

 16% 14%

Healthcare & Education

 11% 8%

Financial & Business Services

 8% 8% 9% 8%

Media & Cable

 15% 13%

Travel & Hospitality

 10% 10% 6% 10%

Healthcare & Education

 8% 7%

Technology, IT & Related Services

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

The Company continues to see softness in the telecom sector volumes in certain emerging geographies while our US telecom clients have rebound. In the e-commerce and consumer sector, we continue to see robust growth with our e-commerce clients across geographies. This growth is partially offset by the year-on-year decline in some of our brick and mortar retail and 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 won large deals in the healthcare sector related to COVID-assistance programs which are driving the growth in the healthcare and education sector.

 

Our concentration to telecom vertical eased considerablyclients in the past twelve monthsFinancial and Business services and media and cable sector continue to post year-on-year growth depicting our increased penetration with our clients in these sectors. 

Cost of Services and Gross Profit

Overall, the telecom vertical contributingcost of services as a percentage of revenue decreased to around 35% of our revenue84.9% for the three months ended March 31, 2020 as2021 compared to 41%87.5% for the comparable three months ended March 31, 2019.  Our strategy in telecom vertical is to increase offshore operations while we continue to change our mix towards more value-added service and in the premium segment of the market relative to the mass segment. 

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

Cost of services

Overall, Cost of services as a percentage of revenue increased to 87.5% for the three-month period ended March 31, 2020 as compared to 83.1% for the three-month period ended March 31, 2019.2020. Employee benefit expense,expenses, rent costs and Depreciation and amortization are the most significant costs for the Company, representing 75.5%75.7%, 5.7%5.4% and 4.0%4.4% of the total Costcost of services, respectively. The breakdown of the cost of services is listed in the table below:below

 

  

Three Months Ended March 31,

  

As % of Revenue

 
  

2020

  

2019

  

2020

  

2019

 

Employee Benefit Expenses

 $106,389  $100,865   66.1%  62.6%

Rent expense

  8,083   7,798   5.0%  4.8%

Depreciation and amortization

  5,621   5,430   3.5%  3.4%

Other

  20,748   19,835   12.9%  12.3%

Total

 $140,841  $133,928         

  

Three Months Ended March 31,

  

As % of Revenue

 
  

2021

  

2020

  

2021

  

2020

 

Employee Benefit Expenses

  104,746   106,389   64.2%  66.1%

Rent expense

  7,484   8,083   4.6%  5.0%

Depreciation and amortization

  6,154   5,621   3.8%  3.5%

Other

  19,999   20,748   12.3%  12.9%

Total

 $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 Benefit expenses as a percentage of revenues increaseddecreased to 66.1%64.2% for the current period as compared to 62.6%66.1% for the previous period. The increasedecrease is driven by increasing diversification in employee costs, as a percentage of revenues, was largely attributable to higher costs relative to revenues, resulting principally from the requirement by certain governments to continue paying employees while operations are suspended due to COVID-19 in the current period. We also had higher training cost in the current period which was associated with greater new business wins.  On a year on year basis, the costs were also impacted negatively by increase in minimum wages, primarily in India.our 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 5.0%4.6% for the current period as compared to 4.8%5.0% for previous. The increase was mainlyprevious period. Rent expense decreased due to additionthe rationalization of centers in Philippines, Jamaicaduring the past few quarters. The Company has consolidated capacity leading to better utilization rates and Honduras which was partly offset by closure of some centers in Argentina and India.lower rent costs.

 

Depreciation and amortization: Depreciation and amortization expense as a percentage of revenue for the current period was marginally higher at 3.5%3.8% as compared 3.4%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 12.9% to 12.3% to 12.9%. The increase wasprimarily due to higher communication, insurance,lower travel, utilities and rates & taxes expenses.recruitment costs.

 

As a result, gross profit as a percentage of revenue for the current period decreasedincreased to 12.5%15.1% as compared to 16.9%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 14.9%10.7% in the previous period to 10.7%8.7% in the current period. The Company has been implementingreduction is as a result of various measures implemented to rationalize costs and leading to sequential decline in selling, general and administrative expenses. costs. Sequentially, SG&A expenses have remained stable.

 

Impairment Losses and Restructuring/Exit Cost, Net

 

Impairment losses and restructuringrestructuring/exits costs, net totaled $24,322$1,898 for the current period as compared to $1,129$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 restructuringrestructuring/exit expenses of $1,614. As a result of the recent global economic disruption and uncertainty due to the novel coronavirus ("COVID-19") pandemic the company has taken goodwill impairment charge of $15,820, $4,332 and $2,556, was recorded for India, South Africa and Australia reporting units respectively due to the business outlook.

 

Acquisition related cost

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


Interest expense, net

 

Interest expense, net totaled $3,506$13,769 for the current period as compared to $4,465$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.

 

Income tax expense

 

Income tax expense for the current period was $2,876$4,902 compared to $385$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.

 

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, 2018 as “Acquisition related cost”. An amount of $500 has been paid during the year ended December 31, 2020 to Mr. Aparup Sengupta and balance $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.

 

The 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 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 fully repaid the amounts due under the old senior facilities from the proceeds of the proceeds of the new debt facility. 

Cash and cash equivalents and restricted cash

 

As ofat March 31, 2020,2021, cash, cash equivalents, and restricted cash held by the Company and all its foreign subsidiaries increased by $7,031$14,087 to $39,657 as$64,646 compared to $32,626 on$50,559 as of December 31, 2019. Under current tax laws and regulations, if cash and cash equivalents held outside the United States are distributed to the United States in the form of dividends or otherwise, we may be subject to additional U.S. income taxes and foreign withholding taxes.2020. The restricted cash balance as ofat March 31, 20202021 stood at $11,862$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.

 

Cash flows from operating activities

 

For the three months ended March 31, 2020,2021 and March 31, 2019,2020 we reported net cash flows generated from operating activities of $10,168$7,097 and $(377)$10,546 respectively. The $10,545$3,449 increase in net cash flows from operating activities was due to a net increase of $8,065$2,454 in cash flows from assets and liabilities, a $25,304 increase$(22,029) decrease in non-cash reconciling items such as goodwill impairment, deferred tax expense, depreciation and amortization and warrant contra revenue, and an decreasea increase of $(22,824)$16,126 in net income.

 

Cash flows used in investing activities

 

For the three months ended March 31, 2020,2021, and March 31, 2019,2020 we reported net cash used in investing activities of $2,884$27,922 and $3,495$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 three months ended March 31, 20202021 and March 31, 20192020 we reported net cash flows generated from financing activities of $799$35,337 and $5,217$421, respectively. During the quarterthree months ended March 31, 20202021 our net borrowings increased by $756 across our various borrowing arrangements and we$34,093 mainly due to refinancing of senior term debt completed during the quarter. The Company collected $43$1,244 from the issuance of common stock.stock of the Company.       

 

Debt

 

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

 

CONTRACTUAL OBLIGATIONS

 

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

 

 

OFF-BALANCE SHEET ARRANGEMENTS

 

Apart from certain non-recourse receivables factoring as mentioned in the 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 

.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

 

AsEvaluation of March 31, 2020, we carried out anDisclosure Controls and Procedures:

An evaluation under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of theour disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).  At as of March 31, December 2019,2021 was carried out under the supervision and with the participation of our management, identified a material weakness relating to certain information technology general control,including our Chief Executive Officer and Chief Financial Officer. Based upon that resulted in management’s assessmentevaluation, 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 “ineffective”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 internal controls over financial reporting as of 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 said material weakness and based on the assessment at the quarter-end,quarter end, the Chief Executive Officer and Chief Financial Officer concluded that, as of March 31 2020,2021, our disclosure controls and procedures were ineffective.

To address the material weakness matter, management has already carried out remediation for access clean up during the quarter and has also designed the process for identifying and regular monitoring of direct database changes through logs, post the quarter-end. 

Notwithstanding the material weakness matter, as mentioned above, thein internal control over financial reporting relating to revenue process disclosed below, our management, including our Chief Executive Officer and Chief Financial Officer, havehas concluded that the consolidated financial statements for the quarter ended March 31, 2020 presentedpresent fairly in all material respects, our financial position, results of operations and cash flows for the quartersperiods 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 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 monitor the effectiveness of the controls through continuous monitoring

Changes in Internal Control over Financial Reporting:

Subject to the above,  there were no changes in our internal control over financial reporting that occurred during quarter ended March 31, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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.

 

ITEM 6.  EXHIBITS 

 

INDEX OF EXHIBITS

 

                

Exhibit

 

 

 

 

Incorporated Herein by Reference

 

 

 

 

Incorporated Herein by Reference

No.

 

  

Exhibit Description

 

Exhibit

 

Filing Date

 

  

Exhibit Description

 

Exhibit

 

Filing Date

10.1 Letter Agreement with Rajiv Ahuja dated March 25,2020 8-K 10.1 March 31,2020 Separation Agreement with Rajiv Ahuja dated March 31,2021 Form 8-K 10.1 April 5, 2021

31.1*

 

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

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

31.2*

 

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

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

32.1*

 

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

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

101*

 

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

 

 

 

 

 

 

 

 

The following materials are formatted in Extensible Business Reporting Language (iXBRL): (i) Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three 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.

 

 

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: JuneMay 10, 20202021

 

Aparup Sengupta

 

 

Global CEO

 

 

(principal executive officer)

 

 

 

 

 

 

 

By:

/s/ Ramesh KamathVikash Sureka

Date: JuneMay 10, 20202021

 

Ramesh KamathVikash Sureka

 

 

Chief Financial Officer

 

 

(principal financial and accounting officer)

 

 

 

 

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