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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-K

(Mark One) 

 

 

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

 

or 

 

 

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

 

For the year ended December 31, 2020       

 

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, $.01 par value

SRT

New York Stock Exchange, Inc.

 

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes☐  No ☒ 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes☐  No☒ 

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.☐  

 

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 the 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 check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes

Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

 

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant on June 30, 2020 was approximately $87.13 million. As of March 5, 2021, there were 40,636,377 shares of Common Stock outstanding.

 



 

 

 

 
 

STARTEK, INC. AND SUBSIDIARIES

 

2020 ANNUAL REPORT ON FORM 10-K

 

TABLE OF CONTENTS

 

    Page

PART I

 

2

Item 1

Business

7

Item 1A

Risk Factors

16

Item 1B

Unresolved Staff Comments

17

Item 2

Properties

17

Item 3

Legal Proceedings

17

Item 4

Mine Safety Disclosures

17

 

 

 

PART II

 

 

Item 5

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

17

Item 6

Selected Financial Data

18

Item 7

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

19

Item 7A

Quantitative and Qualitative Disclosures About Market Risk

24

Item 8

Financial Statements and Supplementary Data

25

Item 9

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

60

Item 9A

Controls and Procedures

60

Item 9B

Other Information

61

 

 

 

PART III

 

 

Item 10

Directors, Executive Officers and Corporate Governance

62

Item 11

Executive Compensation

66

Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

73

Item 13

Certain Relationships and Related Transactions, and Director Independence

73

Item 14

Principal Accounting Fees and Services

75

 

 

 

PART IV

 

 

Item 15

Exhibits, Financial Statement Schedules

76

 

1

 

 

Part I

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This Form 10-K 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 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.  All forward-looking statements herein speak only as of the date hereof, and we undertake no obligation to update any such forward-looking statements. 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 set forth in Item 1A. “Risk Factors” appearing in this Form 10-K.

 

Unless otherwise noted in this report, any description of “us," “we” or "our" refers to Startek, Inc. ("Startek") and its subsidiaries.  Financial information in this report is presented in U.S. dollars in thousand unless otherwise stated.

 

ITEM 1. BUSINESS

 

BUSINESS OVERVIEW

 

Startek, Inc. (“Startek”, the Company”, “we”, “our” or “us”) is a global business process management company for some of the world’s most iconic brands, who operate in a variety of  markets. Operating under the Startek and Aegis brand, we help enterprises connect emotionally with their end customers, transform customer experience and accelerate digital and AI enablement across all their touch points and channels. We do this through customer experience (“CX”) and analytics services, technology-led innovation, and engagement solutions and a complete range of services around the customer life cycle management process (CLM). Our solutions are supported by over 42,000 employees, delivering services from 46 locations in 13 countries on five continents. Each day, our customer experience experts work together to deliver customer experiences that are personal, meaningful, and true to our clients’ brands.

 

The Company was founded in 1987, centered on supply chain management services, including packaging, fulfillment, marketing support and logistics services. After our initial public offering on June 19, 1997, we increasingly focused on operating customer care contact centers and grew to include our current suite of customer experience offerings. To help us remain strategically competitive while expanding our reach with new and existing clients, we acquired several companies from 2013 to 2015. On July 20, 2018, the Company acquired CSP Alpha Midco Pte Ltd, a Singapore private limited company (“Aegis”), which resulted in CSP Alpha Holdings Parent Pte Ltd, a Singapore private limited company (“Capital Square Partners or CSP”) owning a majority of the Company's outstanding shares. Capital Square Partners, a Singapore based private equity fund, which owned Aegis, is now the majority shareholder in the Company, owning approximately 55% of our outstanding shares. The combination greatly improved our competitive position in the market by providing us with access to many of the world’s most rapidly growing markets, offer services in many languages, offer a strong footprint, and a foundation of operational excellence capabilities and industry best practices.

 

We offer customer engagement experience in almost every industry, and tailored expertise in the telecommunications, e-commerce & consumer, financial & business services, media & cable, travel & hospitality, technology,  education & healthcare, energy and utilities sectors. We serve over 220 clients globally, many of whom are industry leaders in their respective verticals and geographies. We understand the industries in which our clients operate and the unique challenges they face, and we also understand the culture of the business or geography within which our services are delivered. We believe our knowledge of best practices across different industries coupled with an understanding of the solutions that can be implemented in the context of our clients’ operating environments, enables us to improve processes and performance metrics—driving measurable results that differentiate our clients from their competitors. The trust and confidence that our clients have in us is underscored by the long relationships we enjoy with many of our key clients; we have worked with our top five clients for more than nine years on average. We hold the distinction of being a global company with a local flair, one that allows our customers derive efficiencies in service delivery from onshore, nearshore and off-shore locations. This multi-share capability allows us to craft customized experiences across cultures and continents. 

 

 

2

 

Service Offerings

 

Startek offers a broad range of customer experience, technology and back-office support solutions that are designed to help our clients gain competitive advantage by transforming their customer experience operations. Our solutions align our clients’ unique requirements by being highly configurable, insight driven, technology-led, and vertical specific.

 

Customer Engagement:

 

To stay ahead and stand apart, our clients' businesses need to sell not just a product or service, but a promise. One that is fulfilled by delivering consistent, creative customer-brand engagements with an emotional connect. And we deliver that connect through omni-channel uniformity enabled by our tech-enabled and empowered workforce. In the age of the digital consumer, we support them throughout the entire customer lifecycle by helping them pique interest, elevate experience, nurture leads, make sales, reduce churn and grow customer brand affinity with our CX driven digital engagement services and solutions.

 

Omnichannel Engagement: 

 

Today, customers expect to connect immediately, have quick resolutions, and use digital self-service technologies without any compromise on experience. We help create seamless omnichannel functions and synchronise interactions between a brand and a customer – across multiple channels. When clients want to cultivate and integrate engagement channels, we offer cloud-enabled omnichannel solutions to optimize all opportunities. We also enable them to integrate diverse self-service technologies that are adaptive and agile in order to make the most of the cultivated leads that their brand spends money and time nurturing.

 

Social Media:

 

Social media is pervasive in nature and harnessing its energy for business relevance is mandatory. We design and power human intelligent social media support, technologies, and approaches, across multiple channels, and our transformation experts ensure that our clients' social campaigns and communities are performance-driven, brand aligned and nurture loyalty. Our approaches are underpinned by a combination of third-party tools and AegisLISA—our proprietary platform that tracks and monitors social conversation threads across numerous niche digital streams and helps clients derive actionable intelligence and opportunities. We work with brands from inception to maturity, as trusted partners, helping our clients realize true value, experiences and business outcomes that meet their needs and exceed customer expectations.

 

Customer Intelligence Analytics:

 

A digitally driven, customer-centric and data-filled world requires intelligent decision-making. That means leveraging data, next-gen technologies, and capabilities. We consider analytics to be an essential arm of our digital offerings because our clients' businesses are only as competent as the insights that fuel it. We offer cutting edge data environments, cloud-based platforms, Artificial Intelligence driven technologies and data scientists who deliver insights. We use analytics to shape relationships, scale businesses, predict behaviours, segment customers and augment customer experiences. This translates consumer insights and big data into initiatives that drive transformation and above-market growth.

 

 

Work from Home:

 

Volatile market conditions, shortage of talent and unprecedented challenges have mandated the Work From Home (WFH) option. Ours is a model that is unique because it is highly secured, highly compliant, and highly flexible. We have a cloud enabled virtual desktop for our engagement specialists with a Bring Your Own Device (BYOD) approach. A virtual command center, consisting of functional and business leaders is ever-activated to enable real-time monitoring of business continuity across geographies. Data Security is one of our strongest assets and to that end we have Artificial Intelligence enabled applications that are designed to activate alerts, conduct monitoring, offer facial detection systems, watermark and mask secure content and more – all to make our clients' businesses more resilient and agile. We retain client confidence with our proven, secure, and compliant WFH technologies that helps them deepen their connection with their customers through digital contactless customer communication.

 

Startek Cloud

 

In a rapidly changing world, cloud empowers novel and flexible operating models. As part of our geo-strategy, accelerated by global shifts, we have moved to the Campus on Cloud framework. Startek Cloud is our next-generation hybrid omni-cloud platform, integrated with AI capabilities, which leverages remote and home-based specialists, and telework for increased business agility and continuity. With a foundation based on 4 pillars - virtual desktop cloud, web enabled contact centre, workforce management and e-learning - it is a system that serves every real-time requirement, on-demand.

 

Back Office Services

 

To help clients enhance their customer-centric view of relationships while maximizing operating efficiencies, we provide finance and accounting services, human resource processing services, data management, and spend management services. These back-office services are designed to help our clients achieve their business objectives by automating repetitive processes and aligning human capital with business goals.

 

3

 

Our Clients

 

We develop long-term relationships with global corporations and medium-sized enterprises whose business complexities and customer focus require a strategic partner who can quickly and globally scale the tools, technology, and talent needed to design and deliver the desired customer experience. We provide these services to clients from our delivery campuses across North America, South America, Africa, Asia, and Australia.

 

As of December 31, 2020, we had a diverse client base of more than 220 clients across a variety of verticals, including companies that we believe are among the leading players in their respective industries. Approximately 34% of our revenue is derived from clients within the telecommunications industry which has resulted in a rapidly evolving environment for service providers. Our focus is on the continued diversification of the industries we serve by targeting high growth verticals such as e-commerce and consumer, financial and business services, healthcare and education and travel and hospitality. Our revenues for year ended December 31, 2020 by industries served were as follows:

 

 

Year ended December 31, 2020

Telecom

34%

E-commerce & Consumer

16%

Media & Cable

15%

Healthcare & Education

10%

Travel & Hospitality

9%

Financial & Business Services

8%

Technology, IT & Related Services

3%

Others

5%

 

In the year ending December 2020, our top five and ten clients represented 39% and 50% of total revenue, respectively.  Master Service Agreements (MSAs) cover all our work for each client; these MSAs are typically multi-year contracts that may or may not include auto-renewal provisions. Although they typically do not include contractual minimum volumes and are generally terminable by the client without penalty upon prior written notice, our relationships with our top five clients have averaged around nine years, including multiple contract renewals for several of these clients.

 

Our clients’ customer experience needs, continue to evolve and expand beyond basic order processing or first-tier calls to handling complex issues that require advanced problem-solving skills, an in-depth understanding of their customers, sourcing the relevant technology capabilities to deliver personalized customer experience, and building a highly-qualified talent pool for managing the customer experience. Digital outsourcing drivers for enterprises such as access to better technology, analytics, and omnichannel solutions are increasingly becoming more important than traditional outsourcing drivers. Our clients are looking to us to provide them with next generation technology solutions to help them solve key business problems. We are committed to delivering solutions through which we partner with our clients to achieve and deliver the desired customer experience. We are investing in digital solutions and automation technologies that will unlock customer insights using state of the art digital technologies.

 

 

Key Competitive Differentiators

 

Our client base is largely comprised of leading global and regional brands. We believe our international footprint, world-class technology, and human capital solutions powered by our Startek cloud based solutions are ideally suited for these clients. These brands increasingly look to partner with service providers who embrace customer-centricity and proactively suggest innovative solutions to transform their customer experience operations. We believe we are well-positioned to succeed in this changing landscape and are differentiated by our insights and analytics, technology-led innovation, and customizable engagement solutions. Additionally, we also believe our innovative human capital strategies and operational best practices are key competitive advantages. The successful execution of our principal corporate strategies depends on our competitive strengths, which are briefly described below:

 

4

 

Scale and Global Footprint

 

We are a truly global business with global clients, global management teams, global best practices, and global thinking. Our vast footprint provides clients with access to some of the world’s most rapidly growing markets, multilingual offerings, and the institution of operational best practices across the globe. Our scale, breadth, and capabilities also support clients with global business requirements by providing engagement services in country or in geographical proximity based on their customer experience needs.

 

Customer Experience and Design

 

Our human assisted digital approaches help us define and build differentiated customer experiences, every step of the way, in order to spark brand loyalty and exclusivity. Our anytime-anywhere approach is based on knowing that customer or user experience is the basis of all decision making, and we design and deliver customer experience through an integrated omni-channel customer contact management offering. Our primary focus is helping brands design contact strategies that maximise the benefits of each channel, reducing customer effort and increasing ease of use.

 

Customer Lifecycle Management

 

Understanding the lifetime view of the client or customer is key in obtaining enhanced value and outcomes. From initial lead to building long term brand loyalty, we help our clients extend and foster healthier, holistic relationships with their customers not as a one-time option but as an ongoing process and relationship. We offer cradle to grave multi-lingual customer life cycle customer engagement services and fulfilment across digitally enabled multi-lingual channels. From data-driven insights, attracting and retaining customers to converting sales, we help clients tailor personalized services on a one-on-one basis.

 

Process Innovation and Optimization

 

We step in to free our clients of the repetitive, mundane processes that take up time and effort. We assist them with change management and lead them to streamlined, global processes that take them to the next level of maturity. We use global best practices, tools and methodologies for automating of their business process and above all, quality assurance.

 

Technological Excellence: a serious approach to digital

 

We believe that Startek provides clients with unmatched infrastructure stability. We utilize a combination of industry-best practices, internally developed tools, and a globally distributed team of engineers and support staff to centralize and standardize our worldwide delivery capabilities. This architecture enables us to deliver improved scalability and quality of delivery for our clients while lowering capital requirements and information technology operating costs. Our self-healing network, unique to the industry, also enables us to deliver every customer contact cleanly and with minimal downtime. Through automation and machine learning, we seamlessly identify faults in third-party applications and route around or drive repair. The stability of our infrastructure allows us to provide seamless contact delivery while also focusing on developing and delivering new, innovative offerings, including chatbots, artificial intelligence, and neuro-linguistic programming. Our IT solutions are not only technologically sound but also embody the principles of human communication science to ensure a better interaction experience for our clients’ customers.

 

Operational Excellence

 

Our operating platform provides the core processes that allow us to be consistent in our service offering across sites and geographies. It includes execution and innovation in every area of the operation including on-boarding and enabling employees, executing against goals, evaluating and improving performance, and enhancing the total experience of our clients’ customers.

 

Scale and Global Footprint

 

We are a truly international business with global clients, global management teams and best practices, and global thinking. Our vast footprint provides clients with access to some of the world’s most rapidly growing markets, multilingual offerings, and operational best practices across the globe. Our scale, breadth, and capabilities also support clients by providing engagement services in country or in geographical proximity based on their customer experience needs. 

 

Technological Excellence: a serious approach to digital

 

We believe that Startek provides clients with unmatched infrastructure stability. We utilize a combination of industry-best practices, internally developed tools, and a globally distributed team of engineers and support staff to centralize and standardize our worldwide delivery capabilities. This architecture enables us to deliver improved scalability and quality of delivery for our clients while lowering capital requirements and information technology operating costs. Our self-healing network, unique to the industry, also enables us to deliver every customer contact cleanly and with minimal downtime. Through automation and machine learning, we seamlessly identify faults in third-party applications and route around or drive repair. The stability of our infrastructure allows us to provide seamless contact delivery while also focusing on developing and delivering new, innovative offerings, including chatbots, artificial intelligence, and neuro-linguistic programming. Our IT solutions are not only technologically sound but also embody the principles of human communication science to ensure a better interaction experience for our clients’ customers.

 

Operational Excellence

 

Our operating platform provides the core processes that allow us to be consistent in our service offering across sites and geographies. It includes execution and innovation in every area of the operation including on-boarding and enabling employees, executing against goals, evaluating and improving performance, and enhancing the total experience of our clients’ customers.

 

Human Capital

 

We have more than three decades of experience managing global talent and offer a consistent, scalable, and flexible workforce that is passionate about delivering the desired customer experience while meeting or exceeding our clients’ key business objectives. We consistently invest in forward-thinking strategies to attract, develop, reward, and retain top talent across our global enterprise. Our talent management processes are based on the latest strategies in the field of human capital management and are designed to create a progressive workplace where employees thrive in a culture of empowerment, inclusion, and diversity. We place a high emphasis on diversity and inclusivity – using our award-winning six-dimensional framework which helps us hire great talent from new sources, with the added bonus of superior performance, reduced turnover and sustained levels of engagement.

 

We recognize our employees as the core of our success and provide them with learning opportunities, multicultural exposure, international work opportunities, and multiple career paths. As of December 31, 2020, we employed approximately 42,000 employees in 13 countries on five continents. Approximately 93% of our employees are located outside the United States. Approximately 8% of our employees were members of a labor union or were covered by collective bargaining agreements, most of which are mandated under national labor laws outside the United States. These agreements are subject to periodic renegotiations, and we anticipate that they will be renewed in the ordinary course of business without material impact to our business or in a manner materially different from other companies covered by such industry-wide agreements. We consider our employee relations to be good.

 

Strategy

 

We are committed to being the premier, high performance partner for the world’s finest brands while generating profitable growth for our investors. Our merger with Aegis, is helping our clients benefit from our global reach and access to new markets, our multilingual offerings, and new digital solutions. We believe that the foundation for our success is strong, and we continue to expect synergies, revenue growth, and operating efficiencies from the combination. To that end, we plan to continue:

 

 

Growing deeper, more strategic relationships with our existing global client base through our broader delivery capabilities and expanded suites of solutions;

 

Pursuing new clients in high growth industries that are committed to differentiation by putting the customer experience first;

 

Investing in our sales leadership to accelerate growth across a broad set of industries and geographies;

 

Improving our market position by becoming the leader in customer experience management services;

 

Improving profitability through operational improvements, increased utilization and higher margin accounts;

 

Expanding our global delivery platform to meet our clients' needs;

  Broadening our service offerings through more innovative, technology-enabled and value added solutions; and
  Attracting and retaining a high performing, motivated and diverse workforce, capable of handling increasingly more complex customer issues.
  Focus on every geography while retaining a global brand and following best practices 

 

 

 

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Driving a superior customer experience for our clients is at the center of everything we do. Our customer experience experts are on the front lines every day working to build and maintain strong customer relationships that drive sales, satisfaction, and loyalty for our clients’ brands. To help us accelerate revenue growth across the globe, we will continue to invest in our core customer experience solutions, including strengthening our consulting and analytics capabilities, technology-enabled platforms, and embedding findings from research in human communication science.

 

Seasonality

 

Our business can be seasonal depending on our clients' marketing programs and product launches. These are often geared toward the end of summer and the winter holiday buying season in the United States, and during major local festival seasons across our other geographies.

 

Industry

 

The worldwide customer management business process outsourcing ("CM BPO") market is projected to grow steadily at slightly above 4% compounded annual growth rate ("CAGR") through 2023, according to industry research firms. By the end of 2023, it is estimated that the CM BPO industry will achieve a total market size of around $240 billion. Approximately 52% of worldwide BPO spend comes from the Americas region, while Asia-Pacific region has the strongest growth (around 5% CAGR). Evolving buyer expectations to deliver next-generation CX will continue to fuel growth as brands increasingly turn to service providers to support their ongoing efforts for digital transformation.

 

The industry is also evolving to include key strategic elements beyond traditional contact centers and now includes CX consulting and digital CX services. Despite ongoing market consolidation through multiple mergers and acquisitions, this expanded scope of services driven by the digital CX needs of enterprises is likely to increase the market attractiveness for not only incumbent players but also for new providers with differentiated digital CX capabilities, according to industry research firm Everest Group.

 

Competition

 

The global contact center outsourcing market in which we operate is competitive. While many companies provide customer engagement solutions and services, we believe no single company is dominant in the industry. The industry itself continues to consolidate but remains very fragmented with the five largest competitors combined capturing less than 20% of the global market.

 

Our competitors vary by geography and business segment, and range from large, multinational corporations to smaller, narrowly-focused enterprises. Across our lines of business, the principal competitive factors include: client relationships, technology and process innovation, integrated solutions, operational performance and efficiencies, pricing, and financial strength. We primarily compete with in-house customer management operations and other companies that provide customer experience management, including Alorica, Concentrix, Sitel, Sykes, TTEC, Teleperformance, and Transcom, among others. We also compete with smaller, specialized companies and divisions of multinational companies such as Accenture, Conduent, Infosys, Tech Mahindra and Wipro, among others.

 

Many of these competitors are significantly larger than us in revenue, income, number of contact centers and customer service agents, number of product offerings and market capitalization. We believe that while we are smaller than many of our competitors, we are able to compete because of our focus and scale and our ability to add value to our clients' businesses. Clients often select Startek to challenge these large competitors, because they want more innovation, flexibility and speed to market.

 

Government and Environmental Regulation

 

We are subject to numerous federal, state, and local laws in the countries, states, and territories in which we operate, including tax, employment, environmental and other laws that govern the way we conduct our business. There are risks inherent in conducting business internationally, including significant changes in domestic government programs, policies, regulatory requirements, and taxation with respect to foreign operations; unexpected changes in foreign government programs, policies, regulatory requirements and labor laws; and difficulties in staffing and effectively managing foreign operations.

 

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CORPORATE INFORMATION

 

Our principal executive offices are located at 6200 South Syracuse Way, Suite 485, Greenwood Village, Colorado. Our telephone number is (303) 262-4500. Our website address is www.startek.com.  Our stock currently trades on the New York Stock Exchange ("NYSE") under the symbol SRT. Our global executives are spread around the world and ensure that we have right leadership near moment of truth.

 

Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) and 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) are available free of charge through our website (www.startek.com) as soon as practicable after we furnish it to the Securities and Exchange Commission (“SEC”). We also make available on the “Investor Relations” page of our corporate website, the charters for the Compensation Committee, Audit Committee and Governance and Nominating Committee of our Board of Directors, as well as our Corporate Governance Guidelines and our Code of Ethics and Business Conduct.

 

None of the information on our website or any other website identified herein is part of this report. All website addresses in this report are intended to be inactive textual references only.

 

ITEM 1A.  RISK FACTORS

 

Market and Client Related Risks

 

A substantial portion of our revenue is generated by a limited number of clients. The loss or reduction in business from any of these clients would adversely affect our business and results of operations.

 

Our five largest clients together accounted for 39% of our revenue; our top client accounted for 19% of our total net revenues for the year ended December 31, 2020. Any loss of business from any major client could reduce our revenue and significantly harm our business.

 

We may not be able to retain our principal clients. If we were to lose any of our principal clients, we may not be able to replace the revenue on a timely basis. A number of factors, other than our performance, could cause the loss of a client or reduction of business from a client. In certain cases, our business may be impacted when a large client changes its outsourcing strategy by moving more work in-house. Reduced outsourcing spending in response to a challenging economic or competitive environment may also result in our loss of a client.

 

The future revenue we generate from our principal clients may decline or grow at a slower rate than expected or than it has in the past. In the event we lose any of our principal clients or do not receive call volumes anticipated from these clients, we may suffer from the costs of underutilized capacity because of our inability to eliminate all of the costs associated with conducting business with that client, which could exacerbate the effect that the loss of a principal client would have on our operating results and financial condition. Additional productivity gains could be necessary to offset the negative impact that lower per-minute revenue at higher volume levels would have on our margins in future periods.

 

We depend on several large clients concentrated in a few industries, as well as clients located in a few geographies. Economic slowdown or factors that affect these industries could reduce our revenues and harm our business.

 

A substantial portion of our clients are concentrated in the telecommunication industry. During the year ended December 31, 2020, we derived 34% of our total revenues from the telecommunication industry. During 2020, certain of our clients from the telecommunications industry have terminated contracts and/or reduced volumes. We expect to continue to experience volatility with regards to call volumes with our telecommunications clients in 2021. The shift in client demand from customer voice experience solutions toward digital customer experience solutions may increase as digital solutions become more effective at resolving customers’ needs. This may lower the demand for our services or impact the prices that we can obtain for our services and consequently, adversely affect our revenues and profitability. A reduction in the amount of business we receive from our clients could also result in stranded capacity and costs and adversely affect our business, results of operations and financial condition.

 

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Economic slowdowns in some markets, particularly the United States, Saudi Arabia, India, Australia, South Africa, Malaysia and Argentina may cause reductions in spending by our clients. This may impede our ability to maintain existing business, or develop new business, and adversely impact the results of our operations and our financial condition. Three factors could result in a decrease in the demand for our services and adversely affect our results of operations. They are: a downturn in any of our targeted industries, particularly telecommunications, banking and financial services, travel and leisure industries; a slowdown or reversal of the trend to offshore business process outsourcing in any of these industries; or the introduction of regulation which restricts or discourages companies from outsourcing.

 

Client consolidation could result in a loss of business that would adversely affect our operating results.

 

The telecommunications industry has had a significant level of consolidation. We cannot assure that additional consolidations will not occur in which our clients acquire additional businesses or are acquired themselves. Such consolidations may decrease our business volume and revenue, which could have an adverse effect on our business, results of operations and financial condition.

 

Our contracts generally do not contain minimum purchase requirements and can generally be terminated by our customers on short notice without penalty.

 

We enter into written agreements with each client for our services and seek to sign multi-year contracts with our clients. However, these contracts generally permit termination upon 30 to 90 days' notice by our clients; they do not designate us as our clients' exclusive outsourced services provider; do not penalize our clients for early termination; hold us responsible for work performed that does not meet predefined specifications; and do not contain minimum purchase requirements or volume commitments. Accordingly, we face the risk that our clients may cancel or renegotiate contracts we have with them, which may adversely affect our results. If a principal client canceled or did not renew their contract with us, our results would suffer. In addition, because the amount of revenue generated from any particular client is generally dependent on the volume and activity of our clients' customers, as described above, our business depends in part on the success of our clients' products. The number of customers who are attracted to the products of our clients may not be sufficient or our clients may not continue to develop new products that will require our services, in which case it may be more likely for our clients to terminate their contracts with us. Clients can generally reduce the volume of services they outsource to us without any penalties, which would have an adverse effect on our revenue, results of operations and overall financial condition.

 

Our strategy depends on companies continuing to outsource non-core services.

 

Some of our clients have been decreasing the number of firms they rely on to provide outsourced services. Due to financial uncertainties and the potential reduction in demand for our clients' products and services, our clients and prospective clients may decide to further consolidate the number of firms on which they rely for outsourced services. Under these circumstances, our clients may cancel current contracts with us, or we may fail to attract new clients, which will adversely affect our financial condition.

 

Intense competition in the market for outsourcing services could affect our win rates and pricing, which could reduce our share of business from clients and decrease our revenues and/or our profits.

 

Our revenues and profits depend, in part, upon the continued demand for our services by our existing and new clients and our ability to meet this demand in a competitive and cost-effective manner. The outsourcing services market is highly competitive. Our competitors include large global outsourcing and technology firms, regional outsourcing services firms, software and solution providers, niche service providers and in-house customer support services departments of large corporations.

 

The outsourcing services industry is experiencing rapid changes that are affecting the competitive landscape, including recent divestitures and acquisitions that have resulted in consolidation within the industry. These changes may result in larger competitors with significant resources or competitors with more competitive service offerings in emerging areas of demand, such as digital solutions, cloud based solutions and artificial intelligence based solutions. In addition, some of our competitors have added offshore capabilities to their service offerings. These competitors may be able to offer their services using the offshore and onsite model more efficiently. Many of these competitors are also substantially larger than us and have more diversified infrastructure and contact center locations than us. We may face competition in countries where we currently operate, as well as in countries in which we expect to expand our operations. Many of our competitors have significantly greater financial, technical and marketing resources, generate greater revenues, have more extensive existing client relationships and technology partnerships and have greater brand recognition than we do. We may be unable to compete successfully against these competitors or may lose clients to these competitors.

 

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Additionally, our ability to compete effectively also depends in part on factors outside our control, such as the price at which our competitors offer comparable services, and the extent of our competitors’ responsiveness to their clients’ needs. Moreover, our ability to maintain or increase pricing is restricted as clients often expect that as we do more business with them, they will receive volume discounts or lower rates. In addition, existing and new customers are also increasingly using third-party consultants with broad market knowledge to assist them in negotiating contractual terms. Any inability to maintain or increase pricing on account of this practice may also adversely impact our revenues, gross profits, operating margins and results of operations.

 

Risks arising from the investments we make in anticipation of and to maintain our growth

 

Our business relies heavily on technology and computer systems, which subjects us to various uncertainties, damage or disruptions within or beyond our control

 

We have invested in sophisticated and specialized telecommunications and computer technology and have focused on the application of this technology to meet our clients' needs. We anticipate that it will be necessary to continue to invest in and develop new and enhanced technology on a timely basis to maintain our competitiveness. There can be no assurance that any of our information systems will be adequate to meet our future needs or that we will be able to incorporate new technology to enhance and develop our existing services. There can be no assurance that any technology or computer system will not encounter outages or disruptions.  Any significant failure, damage or destruction of our equipment or systems, or any major disruptions to basic infrastructure such as power and telecommunications systems in the locations in which we operate, could impede our ability to provide services to our clients and thus adversely affect their businesses, have a negative impact on our reputation and may cause us to incur substantial additional expenses to repair or replace damaged equipment or facilities. Our future success will also depend in part on our ability to anticipate and develop information technology solutions, controls, and processes that keep pace with evolving industry standards, changing client demands, and increasing risks.

 

Our business will be adversely affected if we fail to enhance existing services or anticipate and develop new services and effectively manage the rapid changes in the use of technology.

 

The outsourcing and technology services market is characterized by rapid technological change leading to automation of services, evolving industry standards, changing client preferences and new product and service introductions. Our future success will depend on our ability to anticipate these advances and develop new service offerings to meet client needs. We may fail to anticipate or respond to these advances on a timely basis, or, if we do respond, the services or technologies that we develop may not be successful in the marketplace and may need significant investments. We are working to develop several new solutions involving artificial intelligence-based automation, robotic process automation, social media analytics and other technologies both inhouse and in partnership with smaller companies that have developed niche expertise in these technologies. The complexity of these solutions, our inexperience in developing or implementing them and significant competition in the markets for these solutions may affect our ability to market these solutions successfully. In addition, the development of some of the services and technologies may involve significant upfront investments and the failure of these services and technologies may result in our inability to recoup some or all of these investments. Further, better or more competitively priced products, services or technologies that are developed by our competitors may render our services non-competitive or obsolete.

 

Our operating results may be adversely affected if we are unable to maximize our facility capacity utilization.

 

Our profitability is influenced by our facility capacity utilization. The majority of our business involves technical support and customer care services initiated by our clients' customers, and as a result, our capacity utilization varies, and demands on our capacity are, to some degree, beyond our control. We continuously anticipate and forecast business growth and infrastructure requirements and may invest in new facilities with or without contracted business from such facilities. We have experienced, and in the future may experience, periods of idle capacity from opening new facilities where forecasted volume levels do not materialize. In addition, we have experienced, and in the future may experience, idle peak period capacity when we open a new facility or terminate or complete a large client program. These periods of idle capacity may be exacerbated if we expand our facilities or open new facilities in anticipation of new client business because we generally do not have the ability to require a client to enter into a long-term contract or to require clients to reimburse us for capacity expansion costs if they terminate their relationship with us or do not provide us with anticipated service volumes.

 

We assess the expected long-term capacity utilization of our facilities and may consolidate or close underperforming facilities in order to maintain or improve targeted utilization and margins. We may incur impairment losses and restructuring charges in future years as a result of closing facilities. There can be no assurance that we will be able to achieve or maintain optimal facility capacity utilization.

 

If client demand declines due to economic conditions or otherwise, we may not be able to leverage our fixed costs as effectively, which would have a material adverse effect on our results of operations and financial condition.

 

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Adverse changes to our relationships with the companies with whom we have an alliance or joint venture or in the business of the companies with whom we have an alliance or joint venture could adversely affect our results of operations.

 

We have a joint venture with a large telecom operator in the Kingdom of Saudi Arabia. The priorities and objectives of the joint venture partner may differ from ours. In addition, the joint venture partner is the largest client of the joint venture entity. An adverse economic environment leading to adverse conditions at the joint venture partner’s business could lead to lower volumes for us and may adversely affect our results of operations. Any renegotiation in the terms of the joint venture agreement that are detrimental to us relative to the current shareholder agreement between the joint venture parties could also have adverse impact on our financials. Termination of the contract with the joint venture partner entity could significantly hamper our operations in the Kingdom of Saudi Arabia and would have a significant adverse impact on the consolidated results of our operations.

 

Goodwill that we carry on our balance sheet could be subjected to significant impairment charges in the future.

 

As a result of two significant business combinations, we carry a significant amount of goodwill on our balance sheet. Goodwill is subject to impairment review at least annually. Impairment testing under US Generally Accepted Accounting Principles may lead to impairment charges in the future. Any significant impairment charges could have a material adverse effect on our results of operations. 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 and performed interim impairment testing on the goodwill balances of its reporting units. Accordingly, a goodwill impairment charge of $15,820, $4,332 and $2,556 was recorded for the India, South Africa and Australia reporting units, respectively due to decline in forecasted business outlook. As of December 31, 2020, based on the quantitative assessment, we concluded that goodwill was partly impaired. Our annual impairment testing resulted in further impairment charge of  $4,991 in Argentina owing primarily to the devaluation of the local currency, $4,041 in Australia, $2,626 in India and $1,578 in South Africa reporting units due to decline in forecasted business outlook.

 

 

We have and may incur material restructuring charges in the future.

 

We continually evaluate ways to reduce our operating expenses and adapt to changing industry and market conditions through new restructuring opportunities, including more effective utilization of our assets, workforce, and operating facilities. We have recorded restructuring charges in the past related to involuntary employee terminations, facility closures, and other restructuring activities, and we may incur material restructuring charges in the future. The risk that we incur material restructuring charges may be heightened during economic downturns, if clients’ demand, preferences or expectations change rapidly, or with expanded global operations.

 

Operations Related Risks

 

Failure to attract and retain key management personnel may adversely impact our strategy execution and financial results.

 

Our ability to attract, successfully integrate and retain key management personnel could have a significant impact on our ability to compete or to execute on our business strategy. Changes in key management personnel may temporarily disrupt our operations as the new management becomes familiar with our business. Accordingly, our future financial performance will depend to a significant extent on our ability to attract, motivate, train, and retain key management personnel.

 

If we are not able to hire and retain qualified employees, our ability to service our existing customers and retain new customers will be adversely affected.

 

Our success is largely dependent on our ability to recruit, hire, train and retain qualified employees. Our business is labor intensive and, as is typical for our industry, continues to experience high personnel turnover. Our operations, especially our technical support and customer care services, generally require specially trained employees, which, in turn, requires significant recruiting and training costs. Such turnover adversely affects our operating efficiency, productivity and ability to fully respond to client demand, thereby adversely impacting our operating results. Some of this turnover can be attributed to the fact that we compete for labor not only with other call centers but also with other similar-paying jobs, including retail, services industries, food service, etc.  As such, improvements in the local economies in which we operate can adversely affect our ability to recruit agents in those locations. Further increases in employee turnover or failure to effectively manage these high attrition rates would have an adverse effect on our results of operations and financial condition.

 

The addition of new clients or implementation of new projects for existing clients may require us to recruit, hire, and train personnel at accelerated rates. We may not be able to successfully recruit, hire, train, and retain sufficient qualified personnel to adequately staff for existing business or future growth, particularly if we undertake new client relationships in industries in which we have not previously provided services. Because a substantial portion of our operating expenses consists of labor-related costs, labor shortages or increases in wages (including minimum wages as mandated by the federal governments, employee benefit costs, employment tax rates, and other labor related expenses) could cause our business, operating profits, and financial condition to suffer. Economic and legislative changes in the U.S. may encourage organizing efforts in the future which, if successful, could further increase our recruiting and training costs and could decrease our operating efficiency and productivity.

 

 

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Our operating costs may increase as a result of higher labor costs or increase in minimum wages.

 

We have sought to contain our labor costs by limiting salary increases and payment of cash bonuses to our employees. The local economies in some of the locations in which we operate may experience growth, which causes pressure on labor rates to remain competitive within the local economies. If these growth trends continue, we may need to further increase salaries or otherwise compensate our employees at higher levels in order to remain competitive. Recent legislation with respect to raising the minimum wage has been passed in certain U.S. states in which we operate, which will likely lead to higher wages in certain facilities. Higher salaries or other forms of compensation are likely to increase our cost of operations. If such increases are not offset by increased revenue, they will negatively impact our financial results.

 

Wage costs in offshore delivery locations such as India and Philippines have historically been significantly lower than wage costs in the United States for comparably skilled professionals, which has been one of our competitive strengths. Offshore outsourcing is a politically sensitive topic in the US and elsewhere. There have been increased expression of concern by many organizations and public figures about a perceived association between offshore outsourcing providers and the loss of jobs in their home countries. Recently there has been an indication that immigration regulations in United States could undergo significant changes that may require us to substitute offshoring with local hires in the United States. Such hiring could result in overall increased wage costs thereby impacting profitability.

 

Additionally, wage increases in India may prevent us from sustaining this competitive advantage and may negatively affect our profit margins. We have historically experienced significant competition for employees from large multinational companies that have established and continue to establish offshore operations in India, as well as from companies within India. This competition has led to wage pressures in attracting and retaining employees, and these wage pressures have led to a situation where wages in India are increasing at a faster rate than in the United States.

 

Employee strikes, collective bargaining agreements and other labor-related disruptions may adversely affect our operations.

 

In certain geographies, like Argentina, our workforce is part of collective bargaining agreements which require us to negotiate wage hikes with labor unions. Our inability to negotiate favorable wage hikes for us or our inability to pass on these wage hikes completely to our customers in the form of increased pricing will adversely impact our profitability and operating margins. In the past, some of our employees in other geographies have attempted to organize a labor union, and economic and legislative changes may encourage organizing efforts in the future, which, if successful, could further increase our recruiting and training costs and could decrease our operating efficiency and productivity. We cannot assure that there will not be any strike, lock out or material labor dispute in the future. Work interruptions or stoppages could have a material adverse effect on our business, results of operations, financial condition and cash flows.

 

We are also a party to various labor disputes and potential disputes. If our provisions for any of our labor claims are insufficient or the claims against us rise significantly in the future, this could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

Our financial condition and results of operations for 2021 could get adversely affected by health pandemics such as the recent Coronavirus or COVID-19 outbreak.

 

Our business could be materially and adversely affected by health pandemics, including, but not limited to, outbreaks of the Coronavirus or COVID-19. Outbreaks of COVID-19 have alarmed people around the world, affecting economic activity around the world. More recently, cases of the COVID-19 virus have been identified internationally, including confirmed human outbreaks and deaths. Any prolonged pandemic such as COVID-19, or other contagious infection in the markets in which we do business may result in worker absences, lower asset utilization rates, voluntary closure of our offices and delivery centers, travel restrictions on our employees, and other disruptions to our business. Moreover, health epidemics may force local health and government authorities to mandate the closure of our offices and delivery centers. Any prolonged or widespread health pandemic could severely disrupt our business operations, result in a significant decrease in demand for our services, and have a material adverse effect on our financial condition, results of operations and cash flows.

 

Increases in the cost of telephone and data services or significant interruptions in such services could adversely affect our business.

 

We depend on telephone and data services provided by various local and long-distance telephone companies. Because of this dependence, any change to the telecommunications market that would disrupt these services or limit our ability to obtain services at favorable rates could affect our business. For example, the concentration and bargaining power of technology and telecommunications suppliers, most of which are beyond our control or which we cannot predict, could increase the cost of telecommunication services. We have taken steps to mitigate our exposure to the risks associated with rate fluctuations and service disruption by entering into long-term contracts with various providers for telephone and data services and by investing in redundant circuits. There is no obligation, however, for the vendors to renew their contracts with us or to offer the same or lower rates in the future, and such contracts are subject to termination or modification for various reasons outside of our control.

 

In addition, there is no assurance that a redundant circuit would not also be disrupted. A significant increase in the cost of telephone services that is not recoverable through an increase in the price of our services or any significant interruption in telephone services, could adversely affect our business.

 

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Our foreign operations subject us to the risk of currency exchange fluctuations.

 

Although most of our revenue and costs are in local currency of the geography we operate in, we do run a currency risk because we deliver a portion of our business in an offshore location relative to the location of our clients. In such offshore deals, in certain geographies revenue is generated in US dollars but operating costs are paid in local currencies. Thus, we are exposed to market risk from changes in the value of these currencies to the US dollar. We engage in hedging activities relating to our exposure to such fluctuations. Our term lenders require us to enter into foreign currency range forward contracts with regards to the Indian rupee, Malaysian ringgit and Australian dollar relative to the US dollar. These forward contract hedges are not designated hedges under ASC 815, Derivatives and Hedging. Our hedging strategy, including our ability to acquire the desired amount of hedge contracts, may not sufficiently protect us from strengthening or weakening of these currencies against the U.S. dollar.

 

Some of the countries we have presence in have experienced inflation and volatility in the past and some Latin American countries, such as Argentina, have recently been classified as hyperinflationary economies. While inflation may not have a significant effect on the profit and loss of a local subsidiary itself, depreciation of the local currency against the U.S. dollar would reduce the value of the dividends payable to us from our operating companies. We report our financial results in U.S. dollars and our results of operations would be adversely affected if these local currencies depreciate significantly against the U.S. dollar, which may also affect the comparability of our financial results from period to period, as we convert our subsidiaries’ statements of financial position into U.S. dollars from local currencies at the period end exchange rate, and income and cash flow statements at average exchange rates for the year.

 

We may incur losses due to unanticipated or significant intra quarter movements in currency markets which could have an adverse impact on our profit margin and results of operations. Also, the volatility in the foreign currency markets may make it difficult to hedge our foreign currency exposures effectively.

 

 

Changes in tax laws in the geographies we operate in could have an adverse impact on our financial results.

 

We are subject to tax audits, including with respect to transfer pricing, in the United States and other jurisdictions and our tax positions may be challenged by tax authorities. Although we believe that our current tax provisions are reasonable and appropriate, there can be no assurance that these items will be settled for the amounts accrued, that additional tax exposures will not be identified in the future or that additional tax reserves will not be necessary for any such exposures. Any increase in the amount of taxation incurred as a result of challenges to our tax filing positions could result in a material adverse effect on our business, results of operations and financial condition. We continuously review the potential impacts of the recent changes; however, we cannot predict any future tax law changes which could have an impact on our future tax liabilities.

 

The governments of jurisdictions where we have a presence could enact new tax legislation which would have a material adverse effect on our business, results of operations and financial condition. In addition, our ability to repatriate surplus earnings from our delivery centers in a tax-efficient manner is dependent upon interpretations of local laws, possible changes in such laws and the renegotiation of existing double tax avoidance treaties. Changes to any of these may adversely affect our overall tax rate, or the cost of our services to our clients, which would have a material adverse effect on our business, results of operations and financial condition.

 

We are subject to transfer pricing and other tax related regulations and any determination that we have failed to comply with them could materially adversely affect our profitability.

 

Transfer pricing regulations to which we are subject require that any international transaction among our company and its subsidiaries be on arm’s-length terms. We believe that the international transactions among the Startek group companies are on arm’s-length terms. If, however, the applicable tax authorities determine that the transactions among the Startek group companies do not meet arm’s-length criteria, we may incur increased tax liability, including accrued interest and penalties. This would cause our tax expense to increase, possibly materially, thereby reducing our profitability and cash flows.

 

12

 

Our existing debt may affect our flexibility in operating and developing our business and our ability to satisfy our obligations.

 

As of December 31, 2020, we had total indebtedness of $136,001. Our level of indebtedness may have significant negative effects on our future operations, including:

 

 

impairing our ability to obtain additional financing in the future (or to obtain such financing on acceptable terms) for working capital, capital expenditure, acquisitions or other important needs;

 

requiring us to dedicate a substantial portion of our cash flow to the payment of principal and interest on our indebtedness, which could impair our liquidity and reduce the availability of our cash flow to fund working capital, capital expenditure, acquisitions and other important needs;

 

increasing the possibility of an event of default under the financial and operating covenants contained in our debt instruments; and

 

limiting our ability to adjust to rapidly changing conditions in the industry, reducing our ability to withstand competitive pressures and making us more vulnerable to a downturn in general economic conditions or business than our competitors with less debt.

 

If we are unable to generate sufficient cash flow from operations to service our debt, we may be required to refinance all or a portion of our existing debt or obtain additional financing. We can provide no assurance that any such refinancing would be possible or that any additional financing could be obtained. Our inability to obtain such refinancing or financing may have a material adverse effect on our business, financial condition, results of operations and prospects.

 

Our financing agreements impose debt covenants which are to be fulfilled by the Company and/or its subsidiaries failing which may have detrimental impact on the potential growth and results of operations.

 

Our secured revolving credit facility and the senior term loan facility agreement entered by our subsidiaries contains certain affirmative and negative covenants that may limit or restrict our ability to engage in certain activities, including but not limited to, making certain investments, limiting capital expenditures, incurring additional indebtedness, and engaging in mergers and acquisitions. If we are not able to meet these covenants, our ability to respond to changes in the business or economic conditions may be limited, and we may be unable to engage in certain activities that otherwise may be beneficial to our business. We can provide no assurance that we will be able to meet the financial covenants under our credit facility, or that in the event of noncompliance, we will be able to obtain waivers or amendments from our lenders. If we fail to comply with the terms of the agreement, our lender could decide to call any amounts outstanding immediately, and there can be no assurance that we would have adequate resources or collateral to satisfy the demand. Any such scenario would have a material adverse impact on our financial condition.

 

If we are unable to fund our working capital requirements and new investments, our business, financial condition, results of operations and prospects could be adversely affected.

 

The outsourcing industry is characterized by high working capital requirements and the need to make new investments in operating sites and employee resources to meet the requirements of our clients. We incur significant startup costs related to investments in infrastructure to provide our services and the hiring and training of employees, such expenses being historically incurred before revenue is generated.

 

In addition, we are exposed to adverse changes in our key clients’ payment policies, which could have a material adverse impact on our ability to fund our working capital needs. During the year ended December 31, 2020, our average days sales outstanding (“DSO”) was approximately 48 days. If our key clients implement policies which extend the payment terms of our invoices, our working capital levels could be adversely affected and our finance costs may increase. If we are unable to fund our working capital requirements, access financing at competitive prices or make investments to meet the expanding business of our existing and potential new clients, our business, financial condition, results of operations and prospects could be adversely affected.

 

Regulatory and related risks

 

Cyberattacks or the improper disclosure or control of personal information could result in liability and harm our reputation, which could adversely affect our business.

 

We are dependent on networks and systems to process, transmit and store electronic information and to communicate among our locations around the world and with our alliance partners and clients and we may be required to store sensitive or confidential client data in connection with the services we provide. As a result, we are subject to contractual terms and numerous U.S. and foreign laws and regulations designed to protect this information. Furthermore, data privacy is subject to frequently changing rules and regulations, which sometimes conflict among the various jurisdictions and countries in which we provide services. Although we have implemented appropriate policies and procedures to reduce the possibility of physical, logical and personnel security breaches, along with appropriate audit oversight for verifying continued operating effectiveness of the same through internal audits and external SSAE16, HIPAA, GDPR, ISAE 3402, ISO27K1, ISO 14K1, and PCI-DSS reviews, no such measures can completely eliminate the risk of cybersecurity attacks, especially in light of advances in criminal capabilities (including cyber-attacks or cyber intrusions over the internet, malware, computer viruses and the like), discovery of zeroday vulnerabilities or attempts to exploit existing vulnerabilities in interconnected third party systems that are beyond our control systems.

 

13

 

Unauthorized disclosure, either actual perceived, of sensitive or confidential client or customer data, whether through systems failure, system intrusion, employee negligence, fraud or otherwise could damage our reputation and cause us to lose clients. Similarly, unauthorized access to or through our information systems or those we develop for our clients, whether by our employees or third parties, could result in negative publicity, legal liability and damage to our reputation, business, financial condition, results of operations and cash flows.

 

While to date the Company has not experienced a significant compromise, significant data loss or material financial losses related to cyber security attacks that has had an adverse effect on our operations, there is no assurance that there may not be a material adverse effect in the future. Although we maintain cyber liability insurance, such insurance may not adequately or timely compensate us for all losses we may incur as any of our client contracts do not contain limitations of liability for such losses.

 

Our foreign operations are subject to social, political and economic risks that differ from those in the United States.

 

We conduct a significant portion of our business and employ a substantial number of people outside of the United States. During the year ended December 31, 2020, we generated approximately 83% or $531 million of our revenue from operations outside the United States. Circumstances and developments related to foreign operations that could negatively affect our business, financial condition or results of operations include, but are not limited to, the following factors:

 

 

difficulties and costs of staffing and managing operations in certain regions;

 

differing employment practices and labor issues;

 

local business and cultural factors that differ from our usual standards and practices;

 

volatility in currencies;

 

currency restrictions, which may prevent the transfer of capital and profits to the United States;

 

unexpected changes in regulatory requirements and other laws;

 

potentially adverse tax consequences;

 

the responsibility of complying with multiple and potentially conflicting laws, e.g., with respect to corrupt practices, employment and licensing;

 

the impact of regional or country-specific business cycles and economic instability;

 

political instability, uncertainty over property rights, civil unrest, political activism or the continuation or escalation of terrorist activities; and

 

access to capital may be more restricted, or unavailable on favorable terms or at all in certain locations.

 

Our global growth (including growth in new regions in the United States) also subjects us to certain risks, including risks associated with funding increasing headcount, integrating new offices, and establishing effective controls and procedures to regulate the operations of new offices and to monitor compliance with regulations such as the Foreign Corrupt Practices Act and similar laws.

 

Although we have committed substantial resources to expand our global platform, if we are unable to successfully manage the risks associated with our global business or to adequately manage operational fluctuations, our business, financial condition and results of operations could be harmed.

 

We process, transmit and store personally identifiable information and unauthorized access to or the unintended release of this information could result in a claim for damage or loss of business and create unfavorable publicity.

 

We process, transmit and store personally identifiable information, both in our role as a service provider and as an employer. This information may include social security numbers, financial and health information, as well as other personal information. As a result, we are subject to certain contractual terms as well as federal, state and foreign laws and regulations designed to protect personally identifiable information. We take measures to protect against unauthorized access and to comply with these laws and regulations. We use the Internet as a mechanism for delivering our services to clients, which may expose us to potential disruptive intrusions. Unauthorized access, system denials of service, or failure to comply with data privacy laws and regulations may subject us to contractual liability and damages, loss of business, damages from individual claimants, fines, penalties, criminal prosecution and unfavorable publicity, any of which could negatively affect our operating results and financial condition. In addition, third party vendors that we engage to perform services for us may have an unintended release of personally identifiable information.

 

14

 

We are required to comply with laws governing the transmission, security and privacy of protected health information.

 

We are required to comply with applicable laws governing the transmission, security and privacy of health information, including, among others, the standards of The Health Insurance Portability and Accountability Act (“HIPAA”). Failure to comply with any of these laws could make it difficult to expand our health care business process outsourcing business and/or cause us to incur significant liabilities.

 

The failure to comply with debt collection and consumer credit reporting regulations could subject us to fines and other liabilities, which could harm our reputation and business, and could make it more difficult for us to retain existing customers or attract new customers.

 

The Fair Debt Collection Practices Act ("FDCPA") regulates persons who regularly collect or attempt to collect, directly or indirectly, consumer debts owed or asserted to be owed to another person, which includes our debt collection business. Many states impose additional requirements on debt collection communications and some of those requirements may be more stringent than the federal requirements. In addition, many U.S. states require a debt collector to apply for, be granted and maintain a license to engage in debt collection activities in a state. We are currently licensed (or exempt from licensing requirements) to provide debt collection services in most U.S. states.  Moreover, regulations governing debt collection are subject to changing interpretations that may be inconsistent among different jurisdictions.  We could be subject to fines or other penalties if we are determined to have violated the FDCPA, the Fair Credit Reporting Act or analogous state laws, which could make it more difficult to retain existing customers or attract new customers and could otherwise harm our business.

 

Argentina has undergone significant political, social and economic instability in the past several years, and if such instability continues or worsens, our Argentine operations could be materially adversely affected.

 

During the year ended December 31, 2020, our Argentina operations accounted for 5.1% of our total revenue. Argentina has been facing economic difficulty for the past several years. Since 2015, the Argentine economy has experienced a recession, as well as a political and social crisis, and the significant depreciation of the Argentine peso against major international currencies. Depending on the relative impact of other variables affecting our operations, including technological changes, inflation, gross domestic product (“GDP”) growth, and regulatory changes, the continued depreciation of the Argentine peso may have a negative impact on our business in Argentina.

 

The country has been experiencing high inflation in recent years and there can be no assurance that Argentina will not experience another recession, higher inflation, devaluation, unemployment and social unrest in the future.

 

In the past, Argentina has been under a severe exchange control system that required government approval for any transfer of funds. Although administrations have taken measures to lift foreign exchange controls there can be no assurance that the Argentine government will not impose new restrictions on the transfer of funds from Argentina to preserve and protect foreign exchange reserves. If we are unable to repatriate funds from Argentina for whatever reason, we will not be able to use the cash flow from our Argentine operations to finance our operating requirements elsewhere or to satisfy our debt obligations.

 

Market Related Risks

 

Our largest stockholder has the ability to significantly influence corporate actions.

 

Capital Square Partners (“CSP”), a Singapore-based private equity fund, is our principal shareholder following the combination of Aegis and the Company. CSP owns approximately 56% of our outstanding stock. The Stockholders Agreement dated July 20, 2018, gives CSP the right to appoint majority directors on our Board of Directors including the Chairman of the Board of Directors. Currently there are four Directors appointed by CSP, including the Executive Chairman and CEO.

 

CSP has a continuing ability to exercise significant influence over our affairs for the foreseeable future, including controlling the election of directors and significant corporate transactions, such as a merger or other sale of our Company or our assets. This concentrated control by CSP limits the ability of other shareholders to influence corporate matters and, as a result, we may take actions that our other shareholders do not view as beneficial.

 

15

 

Future equity issuances may dilute the holdings of ordinary shareholders and could materially affect the market price of our ordinary shares.

 

We may in the future decide to offer additional equity to raise capital or for other purposes. Any such additional offering could reduce the proportionate ownership and voting interests of holders of our ordinary shares, as well as our earnings per ordinary share and net asset value per ordinary share. Future sales of substantial amounts of our ordinary shares in the public market, whether by us or by our existing shareholders, or the perception that sales could occur, may adversely affect the market price of our shares, which could decline significantly.

 

Our stock price has been volatile and may decline significantly and unexpectedly.

 

The market price of our common stock has been volatile, and could be subject to wide fluctuations, in response to quarterly variations in our operating results, changes in management, the degree of success in implementing our business and growth strategies, announcements of new contracts or contract cancellations, announcements of technological innovations or new products and services by us or our competitors, changes in financial estimates by securities analysts, the perception that significant stockholders may sell or intend to sell their shares, or other events or factors we cannot currently foresee. We are also subject to broad market fluctuations, given the overall volatility of the current U.S. and global economies, where the market prices of equity securities of many companies experience substantial price and volume fluctuations that have often been unrelated to the operating performance of such companies. These broad market fluctuations may adversely affect the market price of our common stock. Additionally, because our common stock trades at relatively low volume levels, any change in demand for our stock can be expected to substantially influence market prices thereof.

 

If Amazon exercises its right to acquire shares of our common stock pursuant to the Warrant, it will dilute the ownership interests of our then-existing stockholders and could adversely affect the market price of our stock.

 

On January 23, 2018, we entered into a Transaction Agreement (the “Amazon Transaction Agreement”) with Amazon.com, Inc. ("Amazon"). Pursuant to which we agreed to issue to Amazon.com NV Investment Holdings LLC, a wholly owned subsidiary of Amazon, a warrant (the “Warrant”) to acquire up to 4,000,000 shares of our common stock, subject to certain vesting events. If Amazon exercises its right to acquire shares of our common stock pursuant to the Warrant, it will dilute the ownership interests of our then-existing stockholders and reduce our earnings per share. In addition, any sales in the public market of any common stock issuable upon the exercise of the Warrant by Amazon could adversely affect prevailing market prices of our common stock.

 

ITEM 1B.  UNRESOLVED STAFF COMMENTS 

 

None.

 

16

 

ITEM 2.  PROPERTIES

 

As of December 31, 2020, we had operating centers in the following cities, containing in the aggregate approximately 2,320 thousand square feet:

 

Country

 

Number of Facilities

   

Total (Thousand Sq. Ft.)

 

US

    10       364  

Philippines

    4       257  

Honduras

    3       196  

Caribbean

    1       65  

Argentina

    4       132  

India

    15       749  

Malaysia

    2       172  

Sri Lanka

    1       34  

Peru

    1       18  

South Africa

    2       102  

Australia

    1       52  

Saudi Arabia

    2       181  

Total

    46       2,320  

 

All the above facilities are leased except one site in India which is owned by us. Sites that are not currently operating as of December 31, 2020 are not included in the list above.

 

Substantially all of our facility spaces can be used to support any of our business process outsourced services. We believe our existing facilities are adequate for our current operations. We intend to maintain efficient levels of excess capacity to enable us to readily provide for needs of new clients and increasing needs of existing clients.

 

 

ITEM 3.  LEGAL PROCEEDINGS

 

None.

 

ITEM 4.  MINE SAFETY DISCLOSURES

 

Not applicable.

 

 

Part II

 

ITEM 5.  MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

MARKET FOR COMMON STOCK

 

Our common stock has been listed on the NYSE under the symbol “SRT” since the effective date of our initial public offering on June 19, 1997.

 

HOLDERS OF COMMON STOCK

 

As of March 5, 2021, there were approximately 24 record holders and 40,636,377 shares of common stock outstanding.  See Item 1A.  “Risk Factors,” set forth in this Form 10-K for a discussion of risks related to control that may be exercised over us by our principal stockholders.

 

17

 

DIVIDEND POLICY

 

On January 22, 2007, our board of directors announced it would not declare a quarterly dividend on our common stock in the first quarter of 2007 and did not expect to declare dividends in the near future, making the dividend paid in November 2006 the last quarterly dividend that will be paid for the foreseeable future.  We plan to invest in growth initiatives and pay down debt in lieu of paying dividends.

 

STOCK REPURCHASE PROGRAM

 

Effective November 4, 2004, our board of directors authorized repurchases of up to $25 million of our common stock. The repurchase program will remain in effect until terminated by the board of directors and will allow us to repurchase shares of our common stock from time to time on the open market, in block trades and in privately-negotiated transactions. Repurchases will be implemented by the Chief Financial Officer consistent with the guidelines adopted by the board of directors and will depend on market conditions and other factors. Any repurchased shares will be held as treasury stock and will be available for general corporate purposes. Any repurchases will be made in accordance with SEC rules. As of the date of this filing, no shares have been repurchased under this program.

 

ITEM 6.  SELECTED FINANCIAL DATA

 

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

 

18

 

ITEM 7.  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 the accompanying Consolidated Financial Statements included elsewhere in this annual report.

 

 

BUSINESS DESCRIPTION AND OVERVIEW

 

Startek is a leading global provider of technology-enabled business process management solutions. The Company provides omni-channel customer experience, digital transformation and technology services to some of the finest brands globally. Startek is committed to impacting clients’ business outcomes by focusing on enhancing customer experience and digital enablement across all touch points and channels. Startek has more than 42,000 CX experts globally spread across 46 delivery campuses in 13 countries. The Company services over 220 clients across a range of industries such as Telecommunications, E-commerce & Consumer, Financial & Banking Services, Media & Cable, Travel & Hospitality, Technology, Education & Healthcare, Energy and Utilities.

 

Startek manages over half a billion customer moments of truth each year for the world’s finest brands. We help these brands increase their revenues by enabling better experiences for their customers across multiple channels. As a leading provider of technology-enabled business process management solutions for major global brands—we drive business value through omni-channel customer experiences, digital transformation, and technology services.

 

SIGNIFICANT DEVELOPMENTS

 

Coronavirus

 

The global outbreak of the novel coronavirus (COVID-19) was declared a pandemic by the World Health Organization and a national emergency by the U.S. government in March 2020. The pandemic has negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption of financial markets, and resulted in significant travel restrictions, mandated facility closures and shelter-in-place and social distancing orders in numerous jurisdictions around the world. Certain of our customer engagement centers have been impacted by local government actions restricting facility access or are operating at lower capacity utilization levels. In response to COVID-19, we have prioritized the safety and wellbeing 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 continue to work closely with our clients to support them as they implemented their contingency plans, helping them access our services and solutions remotely. In discussion with our clients, we continue to maintain many of our employees on a work-at-home model.

 

The impact of COVID-19 in the last quarter of fiscal 2020 was not significant on the Company. The extent of the ultimate impact of the COVID-19 pandemic on our operational and financial performance, including our ability to execute our operations within the expected parameters, will depend on future developments, including 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.

 

Key matters pertaining to subsidiaries

 

Debt Refinancing

 

On February 18, 2021, CSP Alpha Holdings Pte. Ltd., a subsidiary of the 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 date 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 covenants, including cash flow cover, adjusted leverage and limitations on capital expenditures. ING Bank N.V. and DBS Bank Ltd. served as underwriters for the new senior debt facility and were the lead lenders of the previous senior debt facility, which is now repaid in full. Under the new senior debt facilities, covenant testing will be carried out from the quarter ended March 2021.

 

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.

 

19

 

RESULTS OF OPERATIONS — YEARS ENDED DECEMBER 31, 2020 AND 2019

 

Revenue

 

Our gross revenues for the years ended December 31, 2020 decreased by 2.6% to $641,844 as compared to $659,205 for the year ended December 31, 2019.

 

Our net revenue for the years ended December 31, 2020 and 2019:

 

   

For year ended

   

For year ended

 
   

December 31, 2020

   

December 31, 2019

 

Revenues

    641,844       659,205  

Warrant Contra Revenue

    (1,622 )     (1,295 )

Net Revenue

    640,222       657,910  

 

Our net revenues adjusted for warrant contra revenue for the year ended December 31, 2020 was lower at $640,222 compared to $657,910 for the year ended December 31, 2019. Lower net revenues were largely a result of adverse movement in foreign currencies relative to US dollar. The temporary supply side shocks faced across various geographies that the Company operates in during the onset of the Pandemic during the first half of 2020 was offset by the rebound in the second half of 2020 as the restrictions began to ease. The breakdown of our net revenues from various industry verticals for years ended December 31, 2020 and 2019 is as follows:

 

    Year ended December 31, 2020     Year ended December 31, 2019  

Telecom

    34 %     38 %

E-commerce & Consumer

    16 %     16 %

Media & Cable

    15 %     14 %

Healthcare & Education

    10 %     7 %

Travel & Hospitality

    9 %     11 %

Financial & Business Services

    8 %     8 %

Technology, IT & Related Services

    3 %     2 %

Others

    5 %     4 %

 

20

 

Our concentration to telecom revenue decreased to 34% of our revenue for the year ended December 31, 2020 as compared to 38% for the year ended December 31, 2019. The volumes in the telecom vertical during 2020 remained strong. Telecommunication was one of the key essential services during the Pandemic leading to strong underlying demand. The decrease in revenues is largely driven by Company’s decision to not renew the contract with a government-owned telecom client and partially also due to depreciation of certain currencies relative to the US Dollar. The Company has partially offset this contraction in revenue percentage from telecom vertical with expansion in revenues from other verticals.

 

While our net revenues for the year ended December 31, 2020 were negatively impacted by COVID-19, primarily due to lockdowns and lower active workforce, the Company did see improvement in the second half of the year as countries and states began to gradually re-open.

 

Cost of Services and Gross Profit

 

Overall, cost of services as a percentage of revenue increased to 86% for the year ended December 31, 2020 as compared to 83.1% for the year ended December 31, 2019. Employee expenses, rent costs and Depreciation and amortization are the most significant costs for the Company, representing 75.5%, 5.7% and 4.1% of total Cost of services, respectively. The breakdown of cost of services is listed in the table below:

 

                   

As % of sales

 
    Year ended December 31, 2020     Year ended December 31, 2019    

Current period

   

Prior period

 

Employee benefit expenses

  $ 415,767     $ 417,497       64.9 %     63.5 %

Rent

    31,137       30,271       4.9 %     4.6 %

Depreciation & amortization

    22,471       21,919       3.5 %     3.3 %

Others

    81,226       77,326       12.7 %     11.8 %

Total

  $ 550,601     $ 547,014                  

 

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

 

Employee expenses as a percentage of revenues increased to 64.9% for the current period as compared to 63.5% for the previous period. The increase in employee costs, as a percentage of revenues, was largely attributable to deleveraging resulting from COVID 19 negative impact on revenues. The Company also had to incur higher costs on ensuring employees had a safe and secure work environment and following all the protocols and guidelines issued by various local authorities across the geographies we operate in. On a year on year basis, the costs were also impacted negatively by increase in minimum wages, primarily in India.

 

Rent expense: Rent expense as a percentage of revenue increased to 4.9% for the current period as compared to 4.6% for previous period. Rent expense increased as a percentage of sales driven by deleveraging resulting from the COVID-19 negative impact on revenues.

 

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

 

Other expense includes technology, utility, travel and outsourcing costs. As a percentage of revenue, these costs marginally increased from 11.8% to 12.7%. The increase was due to higher outsourcing expenses, communication expenses, insurance and rates and taxes which was partly offset by lower traveling and recruitment expenses.

 

As a result, gross profit as a percentage of revenue for the current period decreased to 14% as compared to 16.9% for the previous period.

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses (SG&A) as a percentage of revenue decreased from 13.9% in the previous year to 9.7% in the current year. The decrease was partly due to full year impact of cost rationalization steps taken during the previous year and partly due to lower travel, recruitment, and outsourcing expenses in the current fiscal year.

 

 

21

 

Impairment Losses and Restructuring Charges, Net

 

Impairment losses and restructuring costs, net totaled $37,799 for the current year as compared to $9,827 for the previous year. The expense for the current year primarily relates to goodwill impairment losses of $35,944 and restructuring expenses of $1,855. As a result of the global economic disruption and uncertainty due to the novel coronavirus ("COVID-19") pandemic, the company performed interim impairment testing which resulted in goodwill impairment charge of $15,820, $4,332 and $2,556 for India, South Africa and Australia reporting units respectively due to decline in forecasted business outlook in the quarter ended March 31, 2020. Further, annual impairment testing resulted in impairment charge of $4,991 in Argentina owing primarily to the devaluation of the local currency, $4,041 in Australia, $2,626 in India and $1,578 in South Africa reporting units due to decline in forecasted business outlook.

 

Interest Expense, Net

 

Interest expense, net totaled $13,376 for the current year as compared to $15,824 for the previous year. The interest expense is on our term debt and revolving line of credit facilities.

 

Income Tax Expense (Benefit)

Income tax expense for the current period was $7,760 compared to $4,791 for the previous period. The movement in 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.

 

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. As per an amended and restated senior facilities agreement, testing of covenants were waived for the calendar year 2020. Under the new senior debt facilities, covenant testing will be carried out from the quarter ended March 2021.

 

During the year, the Company had entered into an amended and restated senior facilities agreement which provides us deferment of principal repayments scheduled between May 2020 and January 2021. Under the conditions laid down in the aforementioned Agreement, the November 2020 principal repayment of $4.2 million that was earlier deferred, became due and was duly paid. The Company also raised capital by issuing fresh equity shares on a private placement basis to entities affiliated to Capital Square Partners, the principal shareholder of the Company. Additionally, we continue to limit discretionary spending across the organization and re-prioritizing our capital projects amid the COVID-19 pandemic. In February 2021, the Company repaid the amounts due under the amended and restated senior facilities and entered into a new debt facility.

 

Cash and cash equivalents

 

As at December 31, 2020, cash, cash equivalents and restricted cash held by the Company and all its foreign subsidiaries increased by $17,933 to $50,559 as compared to $32,626 as at December 31, 2019. The restricted cash balance as at December 31, 2020 stood at $6,052 as compared to $12,162 as at December 31, 2019. The restricted cash pertains to debt service reserve account (DSRA) that we have to maintain in accordance with the Senior Term Agreement and also for certain term deposits that need to be maintained in accordance with some of our lease and client agreements.

 

Cash flows from operating activities

 

For the years ended December 31, 2020 and 2019 we reported net cash flows generated from operating activities of $66,053 and $27,971 respectively. The $38,082 increase in net cash flows from operating activities was due to a net increase of $29,667 in cash flows from assets and liabilities, a $28,778 increase in non-cash reconciling items such as goodwill impairment, deferred tax expense, depreciation and amortization and warrant contra revenue, and a decrease of $(20,363) in net income. The increase in cash flows from assets and liabilities was driven primarily by sale of certain accounts receivables under a non-recourse factoring arrangement. 

 

22

 

Cash flows used in investing activities

 

For the years ended December 31, 2020, and 2019 we reported net cash used in investing activities of $17,019 and $14,256 respectively. Net cash used in investing activities for both the periods primarily consisted of capital expenditures.

 

Cash flows used in financing activities

 

For the years ended December 31, 2020 and 2019 we reported net cash flows used in financing activities of $31,207 and $5,362, respectively. During the year ended December 31, 2020 our net borrowings decreased by $40,233 mainly due to full repayment of asset-backed line of credit facility in the USA from the proceeds of the non- recourse factoring arrangement and repayment of senior term loan. The Company collected $9,026 from the issuance of common stock out of which $7,500 was from the issue of common stock to an affiliate of Capital Square Partners, the principal shareholder of the Company.       

 

Other factors impacting liquidity

 

Our business currently has a high concentration in a few principal clients. The loss of a principal client and/or changes in timing or termination of a principal client's product launches or service offerings could have a material adverse effect on our business, liquidity, operating results, or financial condition. These client relationships are further discussed in Item 1A, "Risk Factors". To limit our credit risk, management from time to time will perform credit evaluations of our clients. Management does not believe substantial credit risk existed as of December 31, 2020.

 

To meet short term cash needs, we borrow cash from our working capital facilities. These borrowings are typically outstanding for a short period of time before they are repaid. However, our debt balance can fluctuate significantly during any given quarter as part of our ordinary course of business. While we have been successful in bringing our debt levels (net of cash and cash equivalents) down by considerable amount over the past few quarters, our debt balance at the end of any given period is not necessarily indicative of the debt balance at any other time during that period.

 

Contractual Obligations

 

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

 

OFF-BALANCE SHEET ARRANGEMENTS

 

Apart from certain non-recourse receivables factoring as mentioned in the Note 9. "Debt" to our notes to consolidated financial statements included in Item 8, 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

 

Debt instruments and related covenants

 

For more information, refer to Note 9, "Debt," to our notes to consolidated financial statements included in Item 8, "Financial Statements and Supplementary Data."

 

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 principal 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.

 

 

23

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

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

 

Please refer to Note 2, "Summary of Significant Accounting Policies" of the Notes to the Consolidated Financial Statements included in Item 8 for a complete description of our critical accounting policies and estimates.

 

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

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

 

24

 

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

  

StarTek, Inc. and Subsidiaries:

 

Reports of Independent Registered Public Accounting Firms

Consolidated Statements of Income (Loss) and Other Comprehensive Income (Loss) for years ended December 31, 2020 and 2019

Consolidated Balance Sheets as of December 31, 2020 and 2019

Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2020 and 2019

Notes to Consolidated Financial Statements

 

25

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

Shareholders and Board of Directors
Startek, Inc.
Greenwood Village, Colorado

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheets of Startek, Inc. (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income/ (loss), changes in equity, and cash flows for the year ended December 31, 2020 and 2019, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated March 16, 2021 expressed an adverse opinion thereon.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

 

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matters

 

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 

Assessment of Goodwill Recoverability

 

As described in Note 3 to the Company’s consolidated financial statements, goodwill totaled $183,397 thousands as of December 31, 2020.  The Company performs an annual assessment of the recoverability of its goodwill during the fourth quarter, and also performs an assessment on an interim basis when events or changes in circumstances indicate that the carrying value of a reporting unit may exceed its fair value. Based on the results of the impairment testing the Company recorded impairment charges for India, South Africa, Argentina and Australia reporting units. 

 

We identified the assessment of the recoverability of goodwill as a critical audit matter. The determination of the fair value of the reporting units requires management to estimate significant assumptions including future revenue and terminal growth rates, margin assumptions and discount rates to estimate future cash flows. Auditing management’s significant assumptions used in the assessment of the recoverability of goodwill involved especially challenging and subjective auditor judgment due to the Company’s operating performance during 2020 which has been negatively impacted by macroeconomic factors arising from the COVID-19.

 

The primary procedures we performed to address this critical audit matter included:

 

 

Testing the design and operating effectiveness of controls related to management’s forecasting process, including the assessment of historical information utilized, future revenue and terminal growth rates, margin assumptions and discount rates to estimate future cash flows.

 

 

Evaluating the reasonableness of management’s assumptions used to develop cash flow forecasts by comparing them to prior period forecasts, historical operating performance, internal and external communications made by the Company and forecasted information included in industry reports.   

 

 

Utilizing personnel with specialized knowledge and skill in valuation to assist in: (i) evaluating the reasonableness of the discount rate and terminal growth rate used in the income approach, and (ii) evaluating the market capitalization reconciliation.

 

Revenue Recognition

 

As described in Note 4 to the Company’s consolidated financial statements, certain of the Company’s revenue contracts include terms to earn bonuses or include parameters under which the Company will incur penalties related to performance in any given month. Bonuses and penalties are calculated based on formulas included in these revenue contracts. The Company estimates the amount of the bonus or penalty using the “most likely amount” method.

 

We identified the assessment of management’s measurement of unbilled revenue at the reporting period end as a critical audit matter because: (i) the Company’s revenue contracts have discounts and penalty provisions and customer acceptance clauses, and (ii) an identified material weakness in the Company’s internal controls over revenue recognition. Auditing these elements involved especially challenging auditor judgment in evaluating the appropriateness of the Company’s revenue recognition and an increased level of audit effort.

 

The primary procedures we performed to address this critical audit matter included:

 

 

Evaluating management’s accounting policies and practices including the reasonableness of management’s judgments and assumptions relating to the Company’s revenue recognition including evaluation of revenue contract terms.

 

 

Testing a sample of revenue contracts and underlying order documents to evaluate appropriateness of management’s revenue recognition including assessment of revenue contract terms.

 

 

/s/ BDO India LLP

 

We have served as the Company's auditor since 2019.

 

Mumbai, India


March 16, 2021

 

26

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

 

Shareholders and Board of Directors
Startek, Inc.
Greenwood Village, Colorado

 

 

Opinion on Internal Control over Financial Reporting

 

We have audited Startek, Inc. (the “Company’s”) internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.

 

We do not express an opinion or any other form of assurance on management’s statements referring to any corrective actions taken by the Company after the date of management’s assessment.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income/(loss), changes in equity, and cash flows for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as “the financial statements”) and our report dated March 16, 2021 expressed an unqualified opinion thereon.

 

Basis for Opinion

 

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Item 9A, Management’s Report on Internal Control over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

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. A material weakness regarding management’s failure to maintain controls over revenue recognition and the corresponding unbilled revenue asset in certain reporting units has been identified and disclosed in the management’s assessment. This material weakness was considered in determining the nature, timing and extent of audit procedures applied to our audit of the 2020 financial statements, and this report does not affect our report dated March 16, 2021 on those financial statements.

 

 

Definition and Limitations of Internal Control over Financial Reporting

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

/s/ BDO India LLP

 

Mumbai, India

 

March 16, 2021

 

27

 

 

 

 

STARTEK, INC. AND SUBSIDIARIES

 Consolidated Statements of Income (Loss)

(In thousands, except per share data)

 

   

Year Ended December

 
   

2020

   

2019

 
                 

Revenue

    641,844       659,205  

Warrant contra revenue

    (1,622 )     (1,295 )

Net revenue

    640,222       657,910  

Cost of services

    (550,601 )     (547,014 )

Gross profit

    89,621       110,896  
                 

Selling, general and administrative expenses

    (62,116 )     (91,363 )

Impairment losses and restructuring/exit cost

    (37,799 )     (9,827 )

Acquisition related cost

    -       11  

Operating income (loss)

    (10,294 )     9,717  
                 

Share of loss of equity accounted investees

    (31 )     (226 )

Interest expense, net

    (13,376 )     (15,824 )

Exchange gain / (loss), net

    (2,183 )     (2,157 )

Loss before income taxes

    (25,884 )     (8,490 )

Tax expense

    (7,760 )     (4,791 )

Net loss

    (33,644 )     (13,281 )
                 

Net income (loss)

               

Net income attributable to noncontrolling interests

    5,341       1,737  

Net loss attributable to Startek shareholders

    (38,985 )     (15,018 )
      (33,644 )     (13,281 )
                 

Net loss per common share:

               

Basic net loss attributable to Startek shareholders

    (0.99 )     (0.39 )

Diluted net loss attributable to Startek shareholders

    (0.99 )     (0.39 )
                 

Weighted average common shares outstanding:

               

Basic

    39,442       38,132  

Diluted

    39,442       38,132  

 

 

 

STARTEK, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Loss)

 (In thousands)

 

   

Year Ended December

 
   

2020

   

2019

 

Net loss

    (33,644 )     (13,281 )

Net income attributable to noncontrolling interests

    5,341       1,737  

Net loss attributable to Startek shareholders

    (38,985 )     (15,018 )
                 

Other comprehensive income (loss), net of taxes:

               

Foreign currency translation adjustments

    39       (579 )

Change in fair value of derivative instruments

    (483 )     490  

Pension amortization

    (2,294 )     (740 )

Comprehensive loss

    (2,738 )     (829 )
                 

Other comprehensive income (loss), net of taxes

               

Other comprehensive loss attributable to noncontrolling interest

    (1,474 )     (354 )

Other comprehensive loss attributable to Startek shareholders

    (1,264 )     (475 )
      (2,738 )     (829 )
                 

Comprehensive income (loss)

               

Comprehensive income attributable to noncontrolling interests

    3,867       1,383  

Comprehensive loss attributable to Startek shareholders

    (40,249 )     (15,493 )
      (36,382 )     (14,110 )

 

See Notes to Consolidated Financial Statements.

 

28

 

 

STARTEK, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands, except share data)

 

  

December 31, 2020

  

December 31, 2019

 

Assets

        

Current assets

        

Cash and cash equivalents

  44,507   20,464 

Restricted cash

  6,052   12,162 

Trade accounts receivables, net

  83,560   108,479 

Unbilled revenue

  49,779   41,449 

Prepaid and other current assets

  14,542   12,008 

Total current assets

  198,440   194,562 
         

Non-current assets

        

Property, plant and equipment, net

  34,225   37,507 

Operating lease right-of-use assets

  69,376   73,692 

Intangible assets, net

  100,440   110,807 

Goodwill

  183,397   219,341 

Investment in equity accounted investees

  111   553 

Deferred tax assets, net

  5,294   5,251 

Prepaid expenses and other non-current assets

  13,370   16,370 

Total non-current assets

  406,213   463,521 

Total assets

  604,653   658,083 
         

Liabilities and Stockholders’ Equity

        

Current liabilities

        

Trade accounts payables

  20,074   25,449 

Accrued expenses

  57,118   45,439 

Short term debt

  15,505   26,491 

Current maturity of long term debt

  2,180   18,233 

Current maturity of operating lease liabilities

  19,327   19,677 

Other current liabilities

  39,987   37,159 

Total current liabilities

  154,191   172,448 
         

Non-current liabilities

        

Long term debt

  118,315   130,144 

Operating lease liabilities

  52,052   54,341 

Other non-current liabilities

  15,498   11,140 

Deferred tax liabilities, net

  17,715   18,226 

Total non-current liabilities

  203,580   213,851 

Total liabilities

  357,771   386,299 
         

Stockholders’ equity

        

Common stock, 60,000,000 non-convertible shares, $0.01 par value, authorized; 40,453,462 and 38,525,636 shares issued and outstanding at December 31, 2020 and December 31, 2019

  405   385 

Additional paid-in capital

  288,700   276,827 

Accumulated deficit

  (85,543)  (46,145)

Accumulated other comprehensive loss

  (7,286)  (6,022)

Equity attributable to Startek shareholders

  196,276   225,045 

Noncontrolling interest

  50,606   46,739 

Total stockholders’ equity

  246,882   271,784 

Total liabilities and stockholders’ equity

  604,653   658,083 

 

See Notes to Consolidated Financial Statements.

 

29

 

 

STARTEK, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(in thousands)

 

 

   

Year Ended December 31,

 
   

2020

   

2019

 

Operating activities

               

Net loss

    (33,644 )     (13,281 )
                 

Adjustments to reconcile net income to net cash provided by operating activities

               

Depreciation and amortization

    28,201       29,723  

Impairment of goodwill

    35,944       7,146  

Loss on sale of property, plant and equipment

    167       -  

Provision for doubtful accounts

    2,662       1,640  
Amortisation of debt issuance cost     1,454       1,414  

Warrant contra revenue

    1,622       1,295  

Share-based compensation expense

    832       1,516  

Deferred income taxes

    (276 )     (1,101 )

Share of loss of equity accounted investees

    31       226  
                 

Changes in operating assets and liabilities

               

Trade accounts receivables, net

    19,971       (4,492 )

Prepaid and other assets

    (11,376 )     4,199  

Trade accounts payables

    (4,635 )     (734 )

Income taxes, net

    2,668       (542 )

Accrued expenses and other liabilities

    22,432       962  

Net cash generated from operating activities

    66,053       27,971  
                 

Investing activities

               

Purchase of property, plant and equipment

    (17,414 )     (15,564 )

Proceeds from equity accounted investees

    395       1,308  

Net cash used in investing activities

    (17,019 )     (14,256 )
                 

Financing activities

               

Proceeds from issuance of common stock

    9,026       6,710  

Payments on long term debt

    (8,400 )     (9,800 )

Payments on line of credit, net

    (24,529 )     (6,623 )

(Payments on) / proceeds from other borrowings, net

    (7,304 )     4,351  

Net cash used in from financing activities

    (31,207 )     (5,362 )
                 

Net increase in cash and cash equivalents

    17,827       8,353  

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

    106       (296 )

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

    32,626       24,569  

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

    50,559       32,626  
                 

Components of cash and cash equivalents and restricted cash

               

Balances with banks

    44,507       20,464  

Restricted cash

    6,052       12,162  

Total cash and cash equivalents and restricted cash

    50,559       32,626  
                 

Supplemental disclosure of Cash Flow Information

               

Cash paid for interest and other finance cost

    13,080       15,329  

Cash paid for income taxes

    4,795       6,379  
Government grants/subsidy received     2,689       -  

Non cash warrant contra revenue

    1,622       1,295  

Non cash share-based compensation expenses

    832       1,516  

 

See Notes to Consolidated Financial Statements.

 

30

 

 

STARTEK, INC. AND SUBSIDIARIES

 Consolidated Statement of Changes in Equity

(in thousands, except share data)

 

 

   

Common stock

                   

Other items of OCI

                         
   

Shares

    Amount     Additional paid in capital     Accumulated earnings (deficit)     Foreign currency translation     Change in fair value of derivative instruments     Unrecognised pension cost    

Total

    Non controlling interest   Total equity  
                                                                                 
                                                                                 

Balance at December 31, 2018

    37,446,323       374       267,317       (31,127 )     (3,989 )     (15 )     (1,543 )     231,017       45,356       276,373  
Issuance of common stock     1,079,313       11       6,699       -       -       -       -       6,710       -       6,710  
Share-based compensation expenses     -       -       1,516       -       -       -       -       1,516       -       1,516  
Warrant expenses     -       -       1,295       -       -       -       -       1,295       -       1,295  
Net income (loss)     -       -       -       (15,018 )     -       -       -       (15,018 )     1,737       (13,281 )
Other comprehensive loss for the period     -       -       -       -       (579 )     490       (386 )     (475 )     (354 )     (829 )

Balance at December 31, 2019

    38,525,636       385       276,827       (46,145 )     (4,568 )     475       (1,929 )     225,045       46,739       271,784  
Transition period adjustment pursuant to ASU 2019-08     -       -       413       (413 )     -       -       -       -       -       -  
Issuance of common stock     1,927,826       20       9,006       -       -       -       -       9,026       -       9,026  
Share-based compensation expenses     -       -       832       -       -       -       -       832       -       832  
Warrant contra expenses     -       -       1,622       -       -       -       -       1,622       -       1,622  
Net income (loss)     -       -       -       (38,985 )     -       -       -       (38,985 )     5,341       (33,644 )
Other comprehensive loss for the period     -       -       -       -       39       (483 )     (820 )     (1,264 )     (1,474 )     (2,738 )

Balance at December 31, 2020

    40,453,462       405       288,700       (85,543 )     (4,529 )     (8 )     (2,749 )     196,276       50,606       246,882  

 

See Notes to Consolidated Financial Statements.

 

31

 

 

STARTEK, INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

 

 

 

1.

OVERVIEW AND BASIS OF PREPARATION

 

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

 

Business

 

Startek is a leading global provider of technology-enabled business process management solutions. The Company provides omni-channel customer experience, digital transformation and technology services to some of the finest brands globally. Startek is committed to impacting clients’ business outcomes by focusing on enhancing customer experience and digital enablement across all touch points and channels. Startek has more than 42,000 CX experts globally spread across 46 delivery campuses in 13 countries. The Company services over 220 clients across a range of industries such as Banking and Financial Services, Insurance, Technology, Telecom, Healthcare, Travel and Hospitality, Consumer Goods, Retail, and Energy and Utilities.

 

The Company offers a repository of digital and omnichannel solutions based on decades of experience in driving growth by putting the customer at the center of our business. Because no one solution fits all, we have crafted solution delivery to suit a variety of industries. Startek has delivery campuses across India, United States, Malaysia, Philippines, Australia, South Africa, Canada, Honduras, Jamaica, Kingdom of Saudi Arabia, Argentina, Peru and Sri Lanka.

 

Basis of preparation

 

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").


These financial statements reflect all adjustments (consisting only of normal recurring entries, except as noted) which, in the opinion of management, are necessary for fair presentation.

 

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

 

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

 

 

2. 

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

 

The preparation of 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, provision for doubtful debts and restructuring costs. Management believes that the estimates used in the preparation of the 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 consolidated financial statements.

 

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Revenue

 

The Company utilizes a five-step process given in ASC 606, for revenue recognition that focuses on transfer of control, rather than transfer of risks and rewards. It also provides additional guidance on accounting for contract acquisition and fulfillment costs. Refer Note 4 on "Revenue from Contracts with Customers" for further information.

 

Allowance for Doubtful Accounts 

 

An allowance for doubtful accounts is estimated for known and estimated potential losses arising from sales to customers based on a periodic review of these accounts. The allowance for doubtful accounts was $4,082 and $1,847, as of December 31, 2020 and 2019, respectively, netted off against trade accounts receivables.

 

Leases

 

On January 1, 2019, the Company adopted Accounting Standards Codification 842, Leases, (Topic 842) with the transition approach. 

 

We determine if an arrangement is a lease at inception. Operating leases are included in right-of-use (“ROU”) assets, current maturity of operating lease liabilities, and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property plant and equipment, long-term debt, accrued expenses and other current liabilities in our consolidated balance 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 will exercise that option. Lease expense is recognized on a straight-line basis over the lease term for operating leases.

 

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. Refer Note 16, "Leases" for additional information.

 

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

 

During the year, due to COVID-19 pandemic we have received partial relief from few landlords in terms of rent discounts for certain periods and deferments of rent for a few facilities. Rent discounts and deferments of rent have been accounted for without lease modification using the practical expedient provided by the FASB.

 

Property, Plant and Equipment 

 

Property, plant, and equipment are stated at depreciated cost. Additions and improvement activities are capitalized. Maintenance and repairs are expensed as incurred. Assets held under capital leases are recorded at the lower of the net present value of the minimum lease payments or the fair value of the leased asset at the inception of the lease. Depreciation and amortization is computed using the straight-line method based on their estimated useful lives, as follows:

 

  

Estimated Useful Life

 

Buildings and building improvements

  10-30 years 

Telephone and computer equipment

  3-5 years 

Furniture, fixtures, and miscellaneous equipment

  5-7 years 

Software

  3-6 years 

 

We depreciate leasehold improvements associated with operating leases over the shorter of 7 years or remaining life of the lease. Amortization expense related to assets recorded under capital leases is included in depreciation and amortization expense.

  

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Impairment of Long-Lived Assets 

 

The Company evaluates potential impairments of long-lived assets when it determines that the carrying value of a long-lived asset may not be recoverable based upon the existence of one or more indicators of impairment, we evaluate the projected undiscounted cash flows related to the assets. If these cash flows are less than the carrying values of the assets, we measure the impairment based on the excess of the carrying value of the long-lived asset over the long-lived asset’s fair value. Our projections contain assumptions pertaining to anticipated levels of utilization and revenue that may or may not be under contract but are based on our experience and/or projections received from our customers. 

 

Goodwill

 

Goodwill represents the cost of acquired businesses in excess of the fair value of identifiable tangible and intangible net assets purchased. Goodwill is not amortized but is tested for impairment at least on an annual basis on December 31, based on a number of factors, including operating results, business plans and future cash flows. The Company performs an assessment of qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Based on the assessment of events or circumstances, the Company performs a quantitative assessment of goodwill impairment if it determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, based on the quantitative impairment analysis, the carrying value of a reporting unit exceeds the fair value of reporting units, an impairment loss is recognized in an amount equal to the excess. In addition, the Company performs a quantitative assessment of goodwill impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Refer Note 3, "Goodwill and Intangible Assets" and Note 6, "Impairment Losses and Restructuring/Exit cost" for information and related disclosures.

 

Intangible Assets

 

We amortize all acquisition-related intangible assets that are subject to amortization using the straight-line method over the estimated useful life based on economic benefit as follows:

 

  

Estimated Useful Life

 

Customer relationship

  8 - 13.5 years 

Brand

  13.5 years 

Trademarks

  15 years 

Developed technology

  5 years 

 

We perform a review of intangible assets to determine if facts and circumstances indicate that the useful life is shorter than we had originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, we assess recoverability by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated, we accelerate the rate of amortization and amortize the remaining carrying value over the new shorter useful life. Refer Note 3, "Goodwill and Intangible Assets" for information and related disclosures.

 

Fair Value Measurements

 

The carrying value of our cash and cash equivalents, accounts receivables, notes receivables, accounts payables, and restructuring liabilities approximate fair value because of their short-term nature. Our debt has a variable interest rate, so the carrying amount approximates fair value because interest rates on these instruments approximate the interest rate on debt with similar terms available to us.

 

Fair value is 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.

 

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 or liability, 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.

 

Refer to Note 8, “Fair Value Measurements,” for additional information on how we determine fair value for our assets and liabilities.

 

34

 

Investment in equity accounted investee

 

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 financial and operating policy decisions of the investee but is not control or joint control over those policies.

 

Investment in equity accounted investee are accounted for 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 investee. Goodwill relating to investment in equity accounted investee, 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 investee. When there has been a change recognized directly in the equity of the equity accounted investee, 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 investee. The Company’s share of profit/loss of equity accounted investee 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 Company determines at each reporting date whether there is any objective evidence that the investment in equity accounted investee 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 investee in the Consolidated statement of income (loss).

 

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

 

Cash and cash equivalents and restricted cash

 

We consider cash equivalents to be short-term, highly liquid investments readily convertible to known amounts of cash and so near their maturity at purchase that they present insignificant risk of changes in value because of changes in interest rates. Restricted cash consists of margin money deposit that is contractually restricted as to usage or withdrawal due to bank guarantee provided against the deposit.

 

Borrowing costs

 

Borrowing costs include interest as well as ancillary costs such as amortization of financing fees or charges and premium or discount on the borrowings. Borrowing costs (loan processing fee) are capitalized and amortized in the consolidated statement of income using effective interest method.

 

Interest and dividend income

 

Interest revenue is recognized on an accrual basis taking into account the interest rates applicable to the financial assets.

 

Dividend income is recognized when the Company’s right to receive such income is established by the reporting date.

 

Government grants and subsidies

 

Grants and subsidies from the government are recognized when there is reasonable assurance that the grant/subsidy will be received and all conditions will be complied with. The grant income is recognized based on meeting milestones related to employment of number of people by the respective subsidiary. When the grant or subsidy relates to an expense item, it is recognized as income over the period necessary to match them on a systematic basis to the costs, which it is intended to compensate.

 

Restructuring Charges 

 

On an ongoing basis, management assesses the profitability and utilization of our facilities and in some cases management has chosen to close facilities. Severance payments that occur from reductions in workforce are in accordance with our post-employment policy and/or statutory requirements that are communicated to all employees; therefore, severance liabilities are recognized when termination of employment is communicated to the employee(s). Other liabilities for costs associated with an exit or disposal activity are recognized when the liability is incurred, instead of upon commitment to an exit plan. A significant assumption used in determining the amount of the estimated liability for closing a facility is the estimated liability for future lease payments on vacant facilities.  We determine our estimate of sublease payments based on our ability to successfully negotiate early termination agreements with landlords, a third-party broker or management’s assessment of our ability to sublease the facility based upon the market conditions in which the facility is located. 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. 

 

35

 

Derivative Instruments and Hedging Activities 

 

Our derivative instruments consist of foreign currency forward and option contracts and are recorded as either an asset or liability measured at its fair value, with changes in the fair value of qualifying hedges recorded in other comprehensive income (loss).  Changes in a derivative fair value are recognized currently in the statements of operations unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allows a derivative’s gains and losses to offset the related results of the hedged item and requires that we must formally document, designate and assess the effectiveness of transactions that receive hedge accounting treatment. 

 

We generally are able to apply cash flow hedge accounting which associates the results of the hedges with forecasted future intercompany obligations. The current mark-to-market gain or loss is recorded in accumulated other comprehensive income and will be reclassified to operations as the forecasted intercompany obligations are incurred, typically within one year. The Company has terminated all derivative contracts during the year, hence balance as on December 31, 2020 is nil.

 

Foreign Currency Matters

 

The Company has operations in Argentina and its functional currency has historically been the Argentine Peso. The Company monitors inflation rates in countries in which it operates as required by US GAAP. Under ASC 830-10-45-12, an economy must be classified as highly inflationary when the cumulative three-year rate exceeds 100%. Considering the inflation data of Argentina, the Company has considered Argentina to be highly inflationary beginning on July 1, 2018. In accordance with ASC 830, the functional currency of the Argentina business has been changed to USD, which requires remeasurement of the local books to USD. Exchange gains and losses is recorded through net income as opposed to through other comprehensive income as had been done historically. Translation adjustments from prior periods will not be removed from equity.

 

Income Taxes

 
Income taxes are accounted for under the asset and liability method. Deferred income taxes reflect net effects of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. We are subject to foreign income taxes on our foreign operations. We are required to estimate our income taxes in each jurisdiction in which we operate. This process involves estimating our actual current tax exposure, together with assessing temporary differences resulting from differing treatment of items for tax and financial reporting purposes. The tax effects of these temporary differences are recorded as deferred tax assets or deferred tax liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period during which such rates are enacted. We record a valuation allowance when it is more likely than not that we will not realize the net deferred tax assets in a certain jurisdiction. 
 
We consider all available evidence to determine whether it is "more likely than not" that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become realizable. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), and projected taxable income in assessing the validity of deferred tax assets. In making such judgments, significant weight is given to evidence that can be objectively verified. In order to fully realize the U.S. deferred tax assets, we will need to generate sufficient taxable income in future periods before the expiration of the deferred tax assets governed by the tax code.
 
We do not provide for deferred taxes on the excess of the financial reporting basis over the tax basis in our investments in foreign subsidiaries that are essentially permanent in duration or not subject to taxation in the US or in the local country. In general, it is our practice and intention to reinvest the earnings of our foreign subsidiaries in those operations. Generally, the earnings of our foreign subsidiaries become subject to taxation based on certain provisions in U.S. or local tax law under certain circumstances.
 

Exceptions may be made on a year-by-year basis to repatriate current year earnings of certain foreign subsidiaries based on cash needs in the global structure.

 
Based on all available evidence, in particular our historical cumulative losses and recent operating losses, we recorded a valuation allowance against our net deferred tax assets. The valuation allowance for deferred tax assets as of December 31, 2020 was $31.9 million. In order to fully realize the deferred tax assets, we will need to generate sufficient taxable income in future periods before the expiration of the deferred tax assets governed by the tax code. We had U.S. gross federal net operating losses carry forwards of approximately $75.7 million and $77 million as at December 31, 2020  and  as at December 31, 2019 respectively, and gross state net operating loss carry forwards of approximately $42.6 million and $48 million as at December 31, 2020  and  as at December 31, 2019 respectively, which may be available to offset federal and state income tax liabilities, respectively, in the future.
 

For more information, refer to Note 11, “Income Taxes” to our Consolidated Financial Statements, included in Item 8, “Financial Statements and Supplementary Financial Data.”

 

Employee benefits

 

Contributions to defined contribution plans are charged to Consolidated statements of income (loss) in the period in which services are rendered by the covered employees. Current service costs for defined benefit plans are accrued in the period to which they relate. The liability in respect of defined benefit plans is calculated annually by the Company using the projected unit credit method. Prior service cost, if any, resulting from an amendment to a plan is recognized and amortized over the remaining period of service of the covered employees. The Company recognizes its liabilities for compensated absences dependent on whether the obligation is attributable to employee services already rendered, relates to rights that vest or accumulate and payment is probable and estimable.

 

The Company records annual amounts relating to its defined benefit plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, assumed rates of return, compensation increases and turnover rates. The Company reviews its assumptions on quarterly basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. The Company believes that the assumptions utilized in recording its obligations under its plans are reasonable based on its experience and market conditions.

 

36

 

Stock-Based Compensation

 

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

 

Common Stock Warrant Accounting

 

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

 

Net Income (Loss) Per Share

 

Basic earnings per share is computed using the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the period. For the purposes of calculating diluted earnings per share, the treasury stock method is used for stock-based awards except where the results would be anti-dilutive. When a net loss is reported, potentially issuable common shares are generally excluded from the computation of diluted earnings per share as their effect would be anti-dilutive. 

 

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

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

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

 

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

 

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

 

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. 2020-04, “Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This ASU provides temporary optional expedients and exceptions to the guidance in US GAAP on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”). Entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls reference rate reform, if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. The guidance is effective upon issuance and generally can be applied through December 31, 2022. The Company is still in the process of assessing the optional adoption of this ASU.

 

37

 
 

3.

GOODWILL AND INTANGIBLE ASSETS

 

Goodwill

 

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

 

Reporting Units:

 

December 31, 2020

  

December 31, 2019

 

Americas

  64,315   64,315 

India

  12,554   31,000 

Malaysia

  47,543   47,543 

Saudi Arabia

  54,840   54,840 

South Africa

  -   5,910 

Argentina

  -   4,991 

Australia

  4,145   10,742 

Ending balance, December 31, 2020 and 2019

 $183,397  $219,341 

 

We perform a goodwi