Startek, Inc. - Quarter Report: 2009 September (Form 10-Q)

Table of Contents

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-Q

 

(Mark One)

 

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2009
or
o	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)

 

 

(303) 399-2400

(Registrant’s telephone number, including area code)

 

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

 

 

Securities registered pursuant to Section 12(g) of the Act: None

 

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 x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes o No o

 

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

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).   Yes o No x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common Stock, $0.01 Par Value – 14,868,875 shares as of October 15, 2009.

 

 

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STARTEK, INC. AND SUBSIDIARIES

 

FORM 10-Q

 

INDEX

 

PART I.		FINANCIAL INFORMATION
Item 1.		Financial Statements (unaudited):
		Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2009 and 2008
		Condensed Consolidated Balance Sheets as of September 30, 2009 and December 31, 2008
		Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2009 and 2008
		Notes to Condensed Consolidated Financial Statements
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.		Quantitative and Qualitative Disclosures About Market Risk
Item 4.		Controls and Procedures
PART II.		OTHER INFORMATION
Item 1.		Legal Proceedings
Item 1A.		Risk Factors
Item 6.		Exhibits
SIGNATURES

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report contains 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 contained herein 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 contained herein 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 Item 1A. “Risk Factors” appearing in our Annual Report on Form 10-K for the year ended December 31, 2008.

 

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Part I. Financial Information

 

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)

 

STARTEK, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Dollars in thousands, except per share data)

(Unaudited)

 

		Three Months Ended September 30,						Nine Months Ended September 30,
		2009			2008			2009			2008
Revenue		$	72,462		$	68,937		$	216,463		$	198,987
Cost of services		58,988			60,728			179,137			173,007
Gross profit		13,474			8,209			37,326			25,980
Selling, general and administrative expenses		11,084			10,205			31,665			30,522
Impairment losses and restructuring charges		—			346			6,437			5,954
Operating income (loss)		2,390			(2,342		)	(776		)	(10,496		)
Net interest and other (expense) income		(38		)	(304		)	(216		)	96
Income (loss) from continuing operations before income taxes		2,352			(2,646		)	(992		)	(10,400		)
Income tax expense (benefit)		557			(1,143		)	(126		)	(3,906		)
Net income (loss) from continuing operations		1,795			(1,503		)	(866		)	(6,494		)
(Loss) income from discontinued operations, net of tax (including gain on disposal of $6,937 during the nine months ended September 30, 2009)		—			(407		)	4,640			(266		)
Net income (loss)		$	1,795		$	(1,910	)	$	3,774		$	(6,760	)
Basic net income (loss) per share from:
Continuing operations		$	0.12		$	(0.10	)	$	(0.06	)	$	(0.44	)
Discontinued operations		—			(0.03		)	0.32			(0.02		)
Net income (loss)		$	0.12		$	(0.13	)	$	0.26		$	(0.46	)
Diluted net income (loss) per share from:
Continuing operations		$	0.12		$	(0.10	)	$	(0.06	)	$	(0.44	)
Discontinued operations		—			(0.03		)	0.32			(0.02		)
Net income (loss)		$	0.12		$	(0.13	)	$	0.26		$	(0.46	)

 

See notes to condensed consolidated financial statements.

 

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STARTEK, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Dollars in thousands, except share and per share data)

 

		As of
		September 30, 2009			December 31, 2008
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	20,463		$	9,580
Investments		499			8,437
Trade accounts receivable, less allowance for doubtful accounts of $0 and $32, respectively		53,604			51,510
Income tax receivable		2,134			2,675
Deferred income tax assets		1,435			2,185
Derivative asset		1,477			—
Prepaid expenses and other current assets		5,026			3,273
Total current assets		84,638			77,660
Property, plant and equipment, net		57,833			59,608
Long-term deferred income tax assets		6,231			8,946
Other assets		921			650
Total assets		$	149,623		$	146,864
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	7,078		$	6,193
Derivative liability		—			2,323
Accrued liabilities:
Accrued payroll		8,451			9,158
Accrued compensated absences		4,086			4,856
Accrued restructuring costs		2,543			995
Other accrued liabilities		1,785			2,317
Current portion of long-term debt		—			3,295
Deferred revenue		1,683			—
Other current liabilities		1,171			954
Total current liabilities		26,797			30,091
Long-term debt, less current portion		—			3,199
Accrued restructuring costs		2,925			1,714
Deferred rent liability		4,160			4,501
Other liabilities		273			340
Total liabilities		34,155			39,845
Commitments and contingencies
Stockholders’ equity:
Common stock, 32,000,000 shares, $0.01 par value, authorized; 14,868,875 and 14,813,912 shares issued and outstanding at September 30, 2009 and December 31, 2008, respectively		149			148
Additional paid-in capital		66,068			64,440
Accumulated other comprehensive income (loss), net of tax		2,631			(415		)
Retained earnings		46,620			42,846
Total stockholders’ equity		115,468			107,019
Total liabilities and stockholders’ equity		$	149,623		$	146,864

 

See notes to condensed consolidated financial statements.

 

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STARTEK, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Dollars in thousands)

(Unaudited)

 

		Nine Months Ended
		September 30,
		2009			2008
Operating Activities
Net income (loss)		$	3,774		$	(6,760	)
Income (loss) from discontinued operations		4,640			(266		)
Loss from continuing operations		(866		)	(6,494		)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation		11,808			13,473
Impairment of property, plant and equipment		1,756			4,070
Non-cash compensation cost		1,437			1,054
Deferred income taxes		2,711			(3,532		)
Other, net		22			453
Changes in operating assets and liabilities:
Trade accounts receivable, net		(1,972		)	1,751
Prepaid expenses and other assets		(1,943		)	(200		)
Accounts payable		783			4,693
Income taxes, net		620			(1,570		)
Accrued and other liabilities		568			5,416
Net cash provided by continuing operating activities		14,924			19,114
Cash used in discontinued operating activities		(2,335		)	(266		)
Net cash provided by operating activities		12,589			18,848
Investing Activities
Purchases of investments available for sale		—			(11,384		)
Proceeds from disposition of investments available for sale		8,021			12,229
Purchases of property, plant and equipment		(10,581		)	(22,964		)
Net cash used in continuing investing activities		(2,560		)	(22,119		)
Cash provided by discontinued investing activities		7,075			—
Net cash provided by (used in) investing activities		4,515			(22,119		)
Financing Activities
Principal payments on borrowings		(6,855		)	(3,042		)
Principal payments on line of credit		(22,236		)	(82,346		)
Proceeds from line of credit		22,236			82,346
Proceeds from issuance of common stock		190			101
Principal payments on capital lease obligations		(181		)	(42		)
Net cash used in continuing financing activities		(6,846		)	(2,983		)
Cash provided by discontinued financing activities		—			—
Net cash used in financing activities		(6,846		)	(2,983		)
Effect of exchange rate changes on cash		625			(819		)
Net increase (decrease) in cash and cash equivalents		10,883			(7,073		)
Cash and cash equivalents at beginning of period		9,580			23,026
Cash and cash equivalents at end of period		$	20,463		$	15,953
Supplemental Disclosure of Cash Flow Information
Cash paid for interest		$	148		$	532
Income taxes paid		$	726		$	1,940
Property, plant and equipment acquired or refinanced under long-term debt		$	257		$	385

 

See notes to condensed consolidated financial statements.

 

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STARTEK, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share data)

 

1.  BASIS OF PRESENTATION

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America 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 accounting principles generally accepted in the United States of America for complete financial statements.  These financial statements reflect all adjustments (consisting only of normal recurring entries, except as noted) which, in the opinion of management, are necessary for fair presentation.  Operating results during the three and nine months ended September 30, 2009, are not necessarily indicative of operating results that may be expected during any other interim period of 2009 or the year ending December 31, 2009.  We have evaluated all subsequent events through October 30, 2009, the date the financial statements were issued.

 

The consolidated balance sheet as of December 31, 2008, was derived from audited financial statements at that date, but does not include all information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  For further information, refer to the consolidated financial statements and footnotes thereto included in the StarTek, Inc. Annual Report on Form 10-K for the year ended December 31, 2008.

 

Certain reclassifications have been made to 2008 information to conform to 2009 presentation due to the presentation of discontinued operations (see Note 5).

 

Unless otherwise noted in this report, any description of “us” refers to StarTek, Inc. and our subsidiaries.  The assets and liabilities of our foreign operations that are recorded in foreign currencies are translated into U.S. dollars at exchange rates prevailing at the balance sheet date.  Revenues and expenses are translated at the weighted-average exchange rate during the reporting period.

 

Recently Adopted Accounting Pronouncements

 

Effective July 1, 2009, we adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10, “Generally Accepted Accounting Principles — Overall” (“ASC 105-10”).  ASC 105-10 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative. The FASB has indicated that it will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASUs”). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the bases for conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the equivalent references under the Codification.

 

Effective January 1, 2009, we adopted FASB ASC 820-10, “Fair Value Measurements and Disclosures — Overall” (“ASC 820-10”), formerly Statement of Financial Accounting Standards No. 157, “Fair Value Measurements”, for all non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value on a recurring basis (at least annually) for which ASC 820-10 was previously adopted.  Refer to Note 9, “Fair Value Measurements,” of this Form 10-Q for additional information on the adoption of ASC 820-10.

 

Effective January 1, 2009, we adopted FASB ASC 815-10, “Derivatives and Hedging — Overall” (“ASC 815-10”), formerly Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133”.  ASC 815-10 requires entities to provide greater transparency through additional disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for and (c) how derivative instruments and related hedged items affect an entity’s financial position, results of operations and cash flows. Refer to Note 8, “Derivative Instruments,” of this Form 10-Q for additional information.

 

We adopted FASB ASC 805, “Business Combinations” (“ASC 805”), formerly Statement of Financial Accounting Standards No. 141(R), “Business Combinations”, which significantly changed the accounting for and reporting of business combination transactions. This standard was effective for us for business combination transactions for which the acquisition date was on or after January 1, 2009. No business combination transactions occurred during the nine months ended September 30, 2009.

 

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Effective April 1, 2009, we adopted FASB ASC 320-10-65, “Investments — Debt and Equity Securities — Overall — Transition and Open Effective Date Information” (“ASC 320-10-65”), formerly FASB Staff Position No. 115-2 and Statement of Financial Accounting Standards No. 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments”.  ASC 320-10-65 amends the other-than-temporary impairment guidance in U.S. GAAP for debt securities through increased consistency in the timing of impairment recognition and enhanced disclosures related to the credit and noncredit components of impaired debt securities that are not expected to be sold. In addition, increased disclosures are required for both debt and equity securities regarding expected cash flows, credit losses, and securities with unrealized losses. Refer to Note 7, “Investments”, of this Form 10-Q for the relevant disclosures required by adoption of ASC 320-10-65.  The adoption of ASC 320-10-65 did not have a material impact on our financial statements.

 

Effective April 1, 2009, we adopted FASB ASC 825-10-65, “Financial Instruments — Overall — Transition and Open Effective Date Information” (“ASC 825-10-65”), formerly FASB Staff Position No. 107-1 and APB Opinion No. 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“ASC 270-10”).  ASC 825-10-65 amends ASC 825-10 to require disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements and also amends ASC 270-10 to require those disclosures in all interim financial statements. The adoption of ASC 825-10-65 did not have a material impact on our financial statements.

 

Effective April 1, 2009, we adopted FASB ASC 855-10, “Subsequent Events — Overall” (“ASC 855-10”), formerly Statement of Financial Accounting Standards No. 165, “Subsequent Events”. ASC 855-10 establishes the accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, that is, whether that date represents the date the financial statements were issued or were available to be issued.  Refer to this Note 1, “Basis of Presentation,” for the related disclosures. The adoption of ASC 855-10 did not have a material impact on our financial statements.

 

2.  SEGMENT INFORMATION

 

We operate within three business segments, U.S., Canada and Offshore.  The business segments align with those regions in which our services are rendered.  As of September 30, 2009, the U.S. segment included the operations of our thirteen facilities in the U.S., the Canada segment included the operations of our five facilities in Canada and the Offshore segment included the operations of one facility in Makati City, Philippines.  We use gross profit as our measure of profit and loss for each business segment and do not allocate selling, general and administrative expenses to our business segments.

 

Information about our reportable segments, which correspond to the geographic areas in which we operate, is as follows:

 

		For the Three Months Ended September 30,						For the Nine Months Ended September 30,
		2009			2008			2009			2008
Revenue:
United States		$	50,490		$	47,293		$	151,887		$	129,018
Canada		18,799			21,592			57,212			69,917
Offshore		3,173			52			7,364			52
Total		$	72,462		$	68,937		$	216,463		$	198,987
Gross profit:
United States		$	9,848		$	7,475		$	28,730		$	21,720
Canada		3,400			1,242			8,414			4,768
Offshore		226			(508		)	182			(508		)
Total		$	13,474		$	8,209		$	37,326		$	25,980

 

3.  NET INCOME (LOSS) PER SHARE

 

Basic and diluted net income (loss) per common share is computed on the basis of our weighted average number of common shares outstanding, as determined by using the calculations outlined below:

 

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		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2009			2008			2009			2008
Income (loss) from continuing operations		$	1,795		$	(1,503	)	$	(866	)	$	(6,494	)
(Loss) income from discontinued operations, net of tax		—			(407		)	4,640			(266		)
Net income (loss)		$	1,795		$	(1,910	)	$	3,774		$	(6,760	)
Weighted average shares of common stock		14,808			14,708			14,781			14,706
Dilutive effect of stock options		204			—			—			—
Common stock and common stock equivalents		15,012			14,708			14,781			14,706
Basic net income (loss) per share from:
Continuing operations		$	0.12		$	(0.10	)	$	(0.06	)	$	(0.44	)
Discontinued operations		—			(0.03		)	0.32			(0.02		)
Net income (loss)		$	0.12		$	(0.13	)	$	0.26		$	(0.46	)
Diluted net income (loss) per share from:
Continuing operations		$	0.12		$	(0.10	)	$	(0.06	)	$	(0.44	)
Discontinued operations		—			(0.03		)	0.32			(0.02		)
Net income (loss)		$	0.12		$	(0.13	)	$	0.26		$	(0.46	)

 

Diluted earnings per share is computed on the basis of our weighted average number of common shares outstanding plus the effect of dilutive outstanding stock options and non-vested restricted stock using the treasury stock method.  Anti-dilutive securities totaling 847 in the three months ended September 30, 2009, were not included in our calculation because the stock options’ exercise prices were greater than the average market price of the common shares during such period, and anti-dilutive securities totaling 2,187 in the nine months ended September 30, 2009 were not included in our calculation due to our net loss from continuing operations during such period.  Anti-dilutive securities totaling 1,735 and 1,735 in the three and nine months ended September 30, 2008, respectively, were not included in our calculation due to our net loss from continuing operations during those periods.

 

4.  IMPAIRMENT LOSSES AND RESTRUCTURING CHARGES

 

Impairment Losses

 

During the nine months ended September 30, 2009, we incurred $1,756 of impairment losses in our Canadian segment, due to the impairment of certain long-lived assets for which the carrying value of those assets is not recoverable.  These assets are located in a facility for which we are uncertain about our ability to generate future cash flows to support the carrying value of these assets.  The long-lived assets include computer and telephone equipment, furniture and fixtures, leasehold improvements and software.  Refer to Note 9, “Fair Value Measurements,” of this Form 10-Q, for additional information on the fair value measurements for all assets and liabilities that are measured at fair value in the Condensed Consolidated Financial Statements.

 

Restructuring Charges

 

In August 2007, August 2008, December 2008 and February 2009, we closed facilities in Hawkesbury, Ontario, Big Spring, Texas, Petersburg, Virginia and Regina, Saskatchewan, respectively.  We have recorded restructuring charges related to lease costs and other expenses related to the facility closures.  In accordance with FASB ASC 420-10, “Exit or Disposal Cost Obligations,” formerly Statement of Financial Accounting Standards No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (“ASC 420-10”), we recognized the liability when it was incurred, instead of upon commitment to a plan.  A significant assumption used in determining the amount of estimated liability incurred in closing a facility is the estimated liability for future lease payments on vacant facilities.  If the assumptions regarding early termination and the timing and amounts of sublease payments prove to be inaccurate, we may be required to record additional losses, or conversely, a future gain, in our Condensed Consolidated Statements of Operations.

 

During the nine months ended September 30, 2009, we entered into an agreement with the respective landlords at the facilities in Big Spring, Texas and Petersburg, Virginia to buy-out our remaining lease obligations for $184 and $813, respectively.  As of September 30, 2009, these payments have been made and we do not expect to incur any additional charges.  In October 2009, we entered into an agreement with the landlord at the facility in Hawkesbury, Ontario to buy-out the remaining lease obligation for $1,125 Canadian dollars, which was paid in October 2009.  We do not expect to incur any additional charges in Hawkesbury.  The cumulative amount paid as of September 30, 2009 related to the closure of the facility in Regina, Saskatchewan is $938 and we expect to incur total

 

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restructuring charges of $5,580 (adjusted for the September 30, 2009 Canadian dollar to U.S. dollar exchange rate).  We expect completion of the Regina restructuring plan no later than 2013; however, it may be earlier depending on our ability to sublease the facility or buy-out the lease.  Refer to Note 9, “Fair Value Measurements,” of this Form 10-Q, for additional information on the fair value measurements for all assets and liabilities, including restructuring charges, that are measured at fair value in the Condensed Consolidated Financial Statements.

 

A summary of the activity under the restructuring plans as of September 30, 2009, and changes during the nine months ended September 30, 2009 is presented below:

 

		Facility-Related Costs
		Hawkesbury			Regina			Canada Total			Big Spring			Petersburg			U.S. Total			Company Total
Balance as of January 1, 2009		$	1,099		$	—		$	1,099		$	208		$	1,402		$	1,610		$	2,709
Expense		16			4,436			4,452			31			198			229			4,681
Payments		(363		)	(938		)	(1,301		)	(239		)	(1,334		)	(1,573		)	(2,874		)
Reclassification of long-term liability		175			202			377			—			(266		)	(266		)	111
Foreign currency translation adjustment		125			716			841			—			—			—			841
Balance as of September 30, 2009		$	1,052		$	4,416		$	5,468		$	—		$	—		$	—		$	5,468

 

5.  DISCONTINUED OPERATIONS

 

On February 25, 2009, we entered into an agreement to sell the assets of Domain.com, our wholly owned subsidiary, to A. Emmet Stephenson, Jr., Inc. (“Mr. Stephenson”) in exchange for cash of $7,075.  The assets of Domain.com consist of domain names, trademarks and corporation names.  We conducted an auction for the assets and received bids from multiple parties, including Mr. Stephenson.  Mr. Stephenson presented the highest bid, which represented the selling price, of $7,075 and the sale was completed effective February 25, 2009.  Mr. Stephenson is one of our co-founders, has managed the Domain.com subsidiary since 2006 and owns approximately 20% of our common shares outstanding.  Because the transaction involved a related party, the Audit Committee of our Board of Directors considered and approved the transaction.  The results of operations and cash flows of Domain.com have been reported in the Condensed Consolidated Statements of Operations as discontinued operations.

 

During the three and nine months ended September 30, 2008, we recorded a loss from discontinued operations of $461 due to the write-off of the principal on a note receivable related to the sale of our supply chain management services platform in December 2005.  We wrote off $740 for principal balance on the note receivable, less a tax benefit of $279.

 

The following table summarizes the results of discontinued operations:

 

		Three Months Ended September 30,						Nine Months Ended September 30,
		2009			2008			2009			2008
Operating income from discontinued operations before income taxes		$	—		$	86		$	27		$	312
(Loss) gain on the sale of discontinued operations		—			(740		)	6,937			(740		)
Income tax benefit (expense)		—			247			(2,324		)	162
(Loss) income from discontinued operations, net of tax		$	—		$	(407	)	$	4,640		$	(266	)

 

6.  PRINCIPAL CLIENTS

 

The following table represents revenue concentration of our principal clients.

 

		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2009		2008		2009		2008
AT&T Services, Inc. and AT&T Mobility, LLC, subsidiaries of AT&T, Inc.		62.7	%	56.5	%	63.9	%	52.7	%
T-Mobile USA, Inc., a subsidiary of Deutsche Telekom		21.9	%	26.4	%	21.6	%	27.6	%

 

The call center services agreement with T-Mobile USA, Inc. (see Exhibit 10.120 to our Form 10-Q filed on November 6, 2007) is effective as of October 1, 2007 and has an initial term of two years.  After the initial term, the contract automatically renews for one-

 

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year periods thereafter, unless either party provides written notice of termination at least 60 days prior to the expiration of the then-current term.  Although the initial term of the contract ended on September 30, 2009, the contract automatically renewed for a one-year term which would expire on September 30, 2010.  We are currently negotiating a new contract with T-Mobile USA, Inc. and expect to execute the agreement during the fourth quarter of 2009.  Until the new agreement is signed, our services provided to T-Mobile USA, Inc. are covered under the existing agreement effective October 1, 2007.

 

The loss of a principal client and/or changes in timing or termination of a principal client’s product launch, volume delivery or service offering would have a material adverse effect on our business, revenue, operating results, and financial condition.  To limit our credit risk, management from time to time will perform credit evaluations of our clients. Although we are directly impacted by the economic conditions in which our clients operate, management does not believe substantial credit risk existed as of September 30, 2009.

 

7.  INVESTMENTS

 

Investments available for sale consisted of:

 

		Basis			Gross Unrealized Gains			Gross Unrealized Losses			Fair Value
As of September 30, 2009:
Corporate debt securities		$	493		$	3		$	—		$	499
As of December 31, 2008:
Corporate debt securities		$	8,513		$	9		$	(85	)	$	8,437

 

As of September 30, 2009, the investments in our portfolio have remaining contractual maturities within one year.  There are no investments as of September 30, 2009 that have carried unrealized losses for longer than twelve months.  Refer to Note 9, “Fair Value Measurements,” of this Form 10-Q, for additional information on the fair value measurements for all assets and liabilities, including investments, that are measured at fair value in the Condensed Consolidated Financial Statements.  Proceeds from the sale of investment securities available for sale were $0 and $8,021 for the three and nine months ended September 30, 2009, respectively, and $2,760 and $12,229 for the three and nine months ended September 30, 2008, respectively.  Gross realized gains included in other income were $0 and $5 for the three and nine months ended September 30, 2009, respectively, and $0 and $0 for the three and nine months ended September 30, 2008, respectively.  Gross realized losses included in other income were $0 and $3 for the three and nine months ended September 30, 2009, respectively, and $437 and $437 for the three and nine months ended September 30, 2008, respectively.  The loss recorded in the three and nine months ended September 30, 2008 was on Lehman Brothers corporate debt securities that were determined to be other-than-temporarily impaired after their bankruptcy announcement.  Original cost of investments available for sale is based on the specific identification method.

 

The following table summarizes the aggregate fair value of those investments in a gross unrealized loss position:

 

		As of
		September 30, 2009			December 31, 2008
Investments in a continuous unrealized loss position for less than 12 months
Aggregate unrealized losses on corporate debt securities		$	—		$	(38	)
Aggregate fair value of corporate debt securities		—			1,996
Investments in a continuous unrealized loss position for greater than 12 months
Aggregate unrealized losses on corporate debt securities		$	—		$	(47	)
Aggregate fair value of corporate debt securities		—			3,447

 

8.  DERIVATIVE INSTRUMENTS

 

We use derivatives to partially offset our business exposure to foreign currency exchange risk. We enter into foreign currency exchange contracts to hedge our anticipated operating commitments that are denominated in foreign currencies.  The contracts cover periods commensurate with expected exposure, generally within twelve months, and are principally unsecured foreign exchange contracts.  The market risk exposure is essentially limited to risk related to currency rate movements.  We operate in Canada and the Philippines and the functional currencies are the Canadian dollar and the Philippine peso, respectively, which are used to pay labor and other operating costs in those countries. However, our client contracts primarily generate revenues which are paid to us in U.S. dollars.  We have elected to follow cash flow hedge accounting under ASC 815-10 in order to associate the

 

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results of the hedges with forecasted future expenses.  The current mark-to-market gain or loss is recorded in accumulated other comprehensive income (“AOCI”) as a component of stockholders’ equity and will be re-classified to operations as the forecasted expenses are incurred, typically within one year.  During the three and nine months ended September 30, 2009 and 2008, our cash flow hedges were highly effective and there were no amounts charged to the Condensed Consolidated Statements of Operations for hedge ineffectiveness.

 

During the nine months ended September 30, 2009, we entered into Canadian dollar forward contracts with Wells Fargo Bank for a notional amount of $13,500 Canadian dollars to hedge our foreign currency risk with respect to labor costs in Canada.  As of September 30, 2009, we have not entered into any arrangements to hedge our exposure to fluctuations in the Philippine peso relative to the U.S. dollar.

 

The following table shows the notional principal of our derivative instruments as of September 30, 2009:

 

		Currency		Notional Principal
Instruments qualifying as accounting hedges:
Foreign exchange contracts		Canadian dollar		CDN$	14,550

 

The above foreign exchange contracts are to be delivered periodically through December 2009 at a purchase price which is no more than $17,671 and no less than $17,453.  The estimates of fair value are based on applicable and commonly used pricing models and prevailing financial market information as of September 30, 2009.  Refer to Note 9, “Fair Value Measurements,” of this Form 10-Q, for additional information on the fair value measurements for all assets and liabilities, including derivative assets and derivative liabilities, that are measured at fair value in the Condensed Consolidated Financial Statements.

 

The following table shows our derivative instruments measured at gross fair value as reflected in the Condensed Consolidated Balance Sheet as of September 30, 2009:

 

		Fair Value of Derivatives Designated as Hedge Instruments			Fair value of derivatives not designated as hedge instruments
Derivative assets:
Foreign exchange contracts		$	1,477		$	—
Derivative liabilities:
Foreign exchange contracts		$	—		$	—

 

The following table shows the effect of our derivative instruments designated as cash flow hedges in the Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2009:

 

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		Three Months Ended
		September 30, 2009						September 30, 2008						Location of Gain
		Gain Recognized in AOCI, net of tax			Gain Reclassified from AOCI into Income			Loss Recognized in AOCI, net of tax			Loss Reclassified from AOCI into Income			(Loss) Reclassified from AOCI into Income
Cash flow hedges:
Foreign exchange contracts		$	358		$	1,125		$	(585	)	$	(461	)	Cost of services

 

		Nine Months Ended
		September 30, 2009						September 30, 2008						Location of Gain
		Gain Recognized in AOCI, net of tax			Loss Reclassified from AOCI into Income			Loss Recognized in AOCI, net of tax			Loss Reclassified from AOCI into Income			(Loss) Reclassified from AOCI into Income
Cash flow hedges:
Foreign exchange contracts		$	2,365		$	(506	)	$	(626	)	$	(752	)	Cost of services

 

9.  FAIR VALUE MEASUREMENTS

 

As of January 1, 2009, we adopted ASC 820-10 for all non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements. We had previously adopted ASC 820-10 for all financial assets and liabilities.  ASC 820-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk.

 

ASC 820-10 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements).  The levels of the fair value hierarchy under ASC 820-10 are described below:

 

Level 1                   Valuation is based upon quoted prices for identical instruments traded in active markets.

 

Level 2                   Valuation is based upon 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                   Valuation is generated from model-based techniques that use significant assumptions not observable in the market.  These unobservable assumptions reflect our own estimates of assumptions that market participants would use in pricing the asset or liability.  Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

 

Investments

 

As of September 30, 2009 and December 31, 2008, our investments consisted entirely of corporate debt securities.  Our corporate debt securities are valued using third-party broker statements, which is derived from quoted market information.  The inputs to the valuation are generally classified as Level 1 given the active market for these securities, however, if an active market does not exist, the inputs are recorded at a lower level in the fair value hierarchy.

 

Derivative Instruments and Hedging Activities

 

Our derivative instruments are valued using third-party broker or counterparty statements, 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 are generally classified as Level 2 in the fair value hierarchy.

 

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Restructuring Charges

 

ASC 420-10 specifies that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred, instead of upon commitment to an exit plan.  On an ongoing basis, management assesses the profitability and utilization of our facilities and in some cases management has chosen to close facilities.  Accrued restructuring costs were valued using a discounted cash flow model.  Significant assumptions used in determining the amount of the estimated liability for closing a facility are the estimated liability for future lease payments on vacant facilities, which we determine based on a third-party broker’s assessment of our ability to successfully negotiate early termination agreements with landlords and/or to sublease the facility, and the discount rate utilized to determine the present value of the future expected cash flows. If the assumptions regarding early termination and the timing and amounts of sublease payments prove to be inaccurate, we may be required to record additional losses, or conversely, a future gain, in the Condensed Consolidated Statements of Operations.

 

As described in Note 4, “Impairment Losses and Restructuring Charges,” during the nine months ended September 30, 2009, we closed our facility in Regina, Saskatchewan, which resulted in $0 and $4,436 of accrued restructuring costs during the three and nine months ended September 30, 2009.  These costs were valued using a discounted cash flow model.  The cash flows consist of the future lease payment obligations required under the lease agreement.  We assumed that we could not sublease the vacant facility for the remainder of the lease term based on our knowledge of the Regina marketplace, as well as our historical inability to sublease our facilities in other locations in which we operate.  In the future, if we are able to sublease the facility, we may be required to record a gain in the Condensed Consolidated Statements of Operations.  Future cash flows also include estimated property taxes through the remainder of the lease term, which are valued based upon historical tax payments.  The future cash flows were discounted using a rate of 3%.  Given that the restructuring charges were valued using our internal estimates using a discounted cash flow model, we have classified the accrued restructuring costs as Level 3 in the fair value hierarchy.

 

Impairment of Long-Lived Assets

 

As described in Note 4, “Impairment Losses and Restructuring Charges,” during the three and nine months ended September 30, 2009, we recorded approximately $0 and $1,756 of impairment losses in our Canadian segment, due to the impairment of certain long-lived assets for which the carrying value of those assets is not recoverable.  These assets are located in a facility for which we do not have long-term customer commitments and therefore, we are uncertain about our ability to generate future cash flows to support the carrying value of these assets.  The long-lived assets include computer and telephone equipment, furniture and fixtures, leasehold improvements and software.  For assets which were not recoverable through future cash flows or could not be used in another facility, we reduced the carrying value to fair value.  The fair value of these long-lived assets after the impairment charge was $228.  Given that the impairment losses were valued using internal estimates, we have classified the remaining fair value of long-lived assets as Level 3 in the fair value hierarchy.

 

Fair Value Hierarchy

 

The following tables set forth our assets and liabilities measured at fair value on a recurring basis and a non-recurring basis by level within the fair value hierarchy.  As required by ASC 820-10, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

 

		Assets Measured at Fair Value
		on a Recurring Basis as of September 30, 2009
		Level 1			Level 2			Level 3			Total
Assets:
Corporate debt securities		$	499		$	—		$	—		$	499
Derivative instruments		—			1,477			—			1,477
Total fair value of assets measured on a recurring basis		$	499		$	1,477		$	—		$	1,976

 

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		Assets and Liabilities Measured at Fair Value on a
		Non-Recurring Basis During the Nine Months ended September 30, 2009
		Level 1			Level 2			Level 3			Total
Assets:
Property, plant and equipment, net		$	—		$	—		$	228		$	228
Total fair value of assets measured on a non-recurring basis		$	—		$	—		$	228		$	228
Liabilities:
Accrued restructuring costs		$	—		$	—		$	4,436		$	4,436
Total fair value of liabilities measured on a non-recurring basis		$	—		$	—		$	4,436		$	4,436

 

10.  DEBT

 

On June 26, 2009, we entered into a business loan agreement, promissory note and three commercial security agreements (together the “Agreement”) with UMB Bank Colorado, N.A. (“UMB Bank”) for a $15 million secured revolving line of credit.  The Agreement is effective July 1, 2009 through August 1, 2010.  This Agreement replaced our $10 million secured revolving line of credit with Wells Fargo Bank N.A., which expired by its terms on June 30, 2009.  There was no balance outstanding on the line of credit with UMB Bank as of September 30, 2009.

 

Borrowings under the Agreement bear interest, at our option at the time of the borrowing, of the thirty, sixty or ninety day LIBOR index, plus 1.75%.  The interest rate shall never be less than 3.25% per annum.  Under the Agreement, we granted UMB Bank a security interest in all of our present and future accounts receivable, general intangibles, and owned real property.   In addition, under the Agreement, we are subject to certain financial covenants, which include maintaining 1) a ratio of total liabilities to tangible net worth of less than 1.0 to 1.0, 2) a tangible net worth of at least $105 million, 3) unencumbered liquid assets, defined as cash, certificate of deposits and marketable securities, of at least $10 million measured on the last day of each fiscal quarter and 4) a cash flow coverage ratio, as defined in the Agreement, of greater than 1.50 to 1.0 measured on the last day of each fiscal quarter for the previous twelve months.

 

In addition, during the nine months ended September 30, 2009, we paid off the remaining principal balance on the Secured Equipment Promissory Note between Wells Fargo Equipment Finance, Inc. and StarTek USA, Inc., our wholly owned subsidiary, and the Canadian Dollar Secured Equipment Loan between Wells Fargo Equipment Finance Company, Inc. and StarTek Canada Services, Ltd., our wholly owned subsidiary.  The loans had original maturities in November 2010.  The total payoff on these loans, including pre-payment penalties, was $5,688.

 

11.  ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

 

FASB ASC 220-10, “Comprehensive Income”, formerly Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive Income,” establishes standards for reporting and display of comprehensive income. Comprehensive income is defined essentially as all changes in stockholders’ equity, exclusive of transactions with owners. The following represents the components of other comprehensive income (loss):

 

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2009			2008			2009			2008
Net income (loss)		$	1,795		$	(1,910	)	$	3,774		$	(6,760	)
Other comprehensive income (loss):
Foreign currency translation adjustments, net of tax		495			(374		)	631			(825		)
Change in fair value of derivative instruments, net of tax		358			(585		)	2,365			(626		)
Unrealized (loss) gain on available for sale securities, net of tax		(1		)	(138		)	50			(205		)
Comprehensive income (loss)		$	2,647		$	(3,007	)	$	6,820		$	(8,416	)

 

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Accumulated other comprehensive income (loss) consisted of the following items:

 

		Three Months Ended September 30,						Nine Months Ended September 30,
		2009			2008			2009			2008
Accumulated foreign currency translation adjustments:
Beginning balance		$	1,226		$	2,102		$	1,090		$	2,553
Translation adjustments, net of tax		495			(374		)	631			(825		)
Ending balance		$	1,721		$	1,728		$	1,721		$	1,728
Accumulated unrealized derivative gains (losses):
Beginning balance		$	563		$	(21	)	$	(1,444	)	$	20
Gain (loss) reclassified to earnings, net of tax		703			(288		)	(316		)	(470		)
Change in fair value of cash flow hedges, net of tax		(345		)	(297		)	2,681			(156		)
Ending balance		$	921		$	(606	)	$	921		$	(606	)
Accumulated unrealized losses on available for sale securities:
Beginning balance		$	(10	)	$	(96	)	$	(61	)	$	(29	)
(Loss) gain reclassified to earnings, net of tax		—			(273		)	(1		)	(273		)
Change in fair value of available for sale securities, net of tax		(1		)	135			51			68
Ending balance		$	(11	)	$	(234	)	$	(11	)	$	(234	)

 

12.  SHARE-BASED COMPENSATION

 

Compensation cost that has been charged against income related to share-based compensation for the three months ended September 30, 2009 and 2008 was $498 and $440, respectively, and is included in selling, general and administrative expense.  The compensation cost that has been charged for the nine months ended September 30, 2009 and 2008 was $1,437 and $1,054, respectively.  A summary of activity during the nine months ended September 30, 2009 related to our equity awards is presented below.

 

Stock Options

 

A summary of option activity as of September 30, 2009, and changes during the nine months then ended is presented below:

 

				Weighted Average
		Shares		Exercise Price
Outstanding as of January 1, 2009		1,629		$	11.45
Granted		726		4.60
Exercised		—		—
Forfeited		(138	)	7.95
Expired		(77	)	15.90
Outstanding as of September 30, 2009		2,140		$	9.20

 

Restricted Shares

 

Restricted share activity during the nine months ended September 30, 2009 was as follows:

 

		2007
		Number of		Weighted-Average
		Restricted Shares		Grant Date Fair Value
Non-vested balance as of January 1, 2009		62		$	10.45
Granted		7		4.76
Vested		(19	)	8.79
Forfeited		(3	)	9.01
Non-vested balance as of September 30, 2009		47		$	10.14

 

13.  INCOME TAXES

 

The year-to-date effective tax rate for continuing operations decreased from 37.6% during the nine months ended September 30, 2008 to 12.7% during the nine months ended September 30, 2009.  The primary reasons for the decrease in the rate between periods is 1) a larger impact from the change in the Canadian statutory tax rates in 2009 compared to 2008, 2) state income tax expense in 2009 compared to state income tax benefit in 2008 (due to pre-tax book income in the U.S. during 2009 compared to a pre-tax book loss in the U.S. in 2008) and 3) meals and entertainment deductions.  The decrease in the rate, and the corresponding decrease in the income tax benefit, were partially offset by an increase in the rate and tax benefit from work opportunity credits.

 

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