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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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84-1370538
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(State or other jurisdiction of
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(I.R.S. employer
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incorporation or organization)
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Identification No.)
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8200 E. Maplewood Ave., Suite 100
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Greenwood Village, Colorado
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80111
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(Address of principal executive offices)
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(Zip code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $.01 par value
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New York Stock Exchange, Inc.
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
x
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(Do not check if a smaller reporting company)
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PART I
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Page
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Item 1
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Business
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Item 1A
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Risk Factors
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Item 1B
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Unresolved Staff Comments
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Item 2
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Properties
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Item 3
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Legal Proceedings
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Item 4
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Mine Safety Disclosures
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PART II
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Item 5
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6
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Selected Financial Data
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Item 7
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8
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Financial Statements and Supplementary Data
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Item 9
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A
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Controls and Procedures
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Item 9B
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Other Information
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PART III
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Item 10
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Directors, Executive Officers and Corporate Governance
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Item 11
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Executive Compensation
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Item 12
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13
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Certain Relationships and Related Transactions, and Director Independence
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Item 14
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Principal Accounting Fees and Services
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PART IV
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Item 15
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Exhibits, Financial Statement Schedules
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•
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certain statements, including possible or assumed future results of operations, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;
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•
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any statements regarding the prospects for our business or any of our services;
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•
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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
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•
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other statements regarding matters that are not historical facts.
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•
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grow our existing client base by deepening and broadening our relationships,
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•
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add new clients and continue to diversify our client base,
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•
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improve the profitability of our business through operational improvements and increased utilization,
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•
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expand our global delivery platform to meet our clients' needs,
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•
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broaden our service offerings by providing more innovative and technology-enabled solutions, and
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•
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expand into new verticals.
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•
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difficulties and costs of staffing and managing international operations in certain regions;
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•
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differing employment practices and labor issues;
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•
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local businesses and cultural factors that differ from our usual standards and practices;
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•
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volatility in currencies;
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•
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currency restrictions, which may prevent the transfer of capital and profits to the United States;
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•
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unexpected changes in regulatory requirements and other laws;
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•
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potentially adverse tax consequences;
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•
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the responsibility of complying with multiple and potentially conflicting laws, e.g., with respect to corrupt practices, employment and licensing;
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•
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the impact of regional or country-specific business cycles and economic instability;
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•
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political instability, uncertainty over property rights, civil unrest, political activism or the continuation or escalation of terrorist activities; and
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•
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access to capital may be more restricted, or unavailable on favorable terms or at all in certain locations.
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Properties
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Year Opened
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Approximate
Square Feet
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Leased or Owned
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Domestic:
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U.S. Facilities
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Greeley, Colorado
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1998
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35,000
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Leased (a)
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Laramie, Wyoming
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1998
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22,000
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Company Owned (b)
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Enid, Oklahoma
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2000
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47,500
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Company Owned (c)
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Grand Junction, Colorado
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2000
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54,500
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Leased
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Lynchburg, Virginia
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2004
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41,300
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Leased (d)
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Victoria, Texas
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2008
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54,100
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Leased (e)
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Mansfield, Ohio
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2008
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50,000
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Leased
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Jonesboro, Arkansas
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2008
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65,400
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Leased
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Greenwood Village, Colorado
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2012
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14,100
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Leased
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Lutz, Florida
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2013
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3,600
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Leased
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Colorado Springs, Colorado
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2013
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28,000
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Leased
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Canadian Facilities
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Kingston, Ontario
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2001
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49,000
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Leased
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Asia Pacific:
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Philippine Facilities
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Makati City, Philippines
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2008
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78,000
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Leased
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Ortigas, Philippines
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2010
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158,000
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Leased
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Angeles City, Philippines
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2013
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61,000
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Leased
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Latin America:
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Costa Rica Facility
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Heredia, Costa Rica
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2010
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37,200
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Leased
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Honduras Facility
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San Pedro Sula, Honduras
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2011
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65,200
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Leased
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High
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Low
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2013
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First Quarter
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$
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5.99
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$
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3.93
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Second Quarter
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$
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7.24
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$
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4.14
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Third Quarter
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$
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6.51
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$
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4.58
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Fourth Quarter
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$
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6.60
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$
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5.84
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2012
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First Quarter
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$
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3.35
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$
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1.95
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Second Quarter
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$
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3.40
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$
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1.77
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Third Quarter
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$
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3.24
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$
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2.68
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Fourth Quarter
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$
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4.26
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$
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2.85
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For the Year Ended December 31,
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||||||||||||
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2013
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2012
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(in 000s)
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(% of Total)
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(in 000s)
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(% of Total)
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Domestic:
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Revenue
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$
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120,928
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52.3
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%
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$
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99,827
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50.4
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%
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Cost of services
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107,637
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52.0
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%
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92,431
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52.8
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%
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Gross profit
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$
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13,291
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54.6
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%
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$
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7,396
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32.2
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%
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Gross profit %
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11.0
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%
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7.4
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%
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Asia Pacific:
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Revenue
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81,082
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35.1
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%
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$
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79,683
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40.2
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%
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Cost of services
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71,108
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34.4
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%
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63,207
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36.1
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%
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Gross profit
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9,974
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41.0
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%
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$
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16,476
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71.6
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%
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Gross profit %
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12.3
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%
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20.7
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%
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Latin America:
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Revenue
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29,247
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12.6
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%
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$
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18,582
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9.4
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%
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Cost of services
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28,187
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13.6
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%
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19,457
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11.1
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%
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Gross profit
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1,060
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4.4
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%
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$
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(875
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)
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(3.8
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)%
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Gross profit %
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3.6
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%
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(4.7
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)%
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Company Total:
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Revenue
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$
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231,257
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100.0
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%
|
|
$
|
198,092
|
|
|
100.0
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%
|
Cost of services
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206,932
|
|
|
100.0
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%
|
|
175,095
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|
|
100.0
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%
|
||
Gross profit
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$
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24,325
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|
|
100.0
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%
|
|
$
|
22,997
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|
|
100.0
|
%
|
Gross profit %
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10.5
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%
|
|
|
|
|
11.6
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%
|
|
|
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•
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$3.1 million of impairment losses related to long-lived assets such as computer equipment, software, equipment and furniture and fixtures for which the future cash flows did not support the carrying value of the assets in our Decatur, Illinois and Jonesboro, Arkansas facilities;
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•
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$0.5 million of restructuring charges related to lease, utilities, maintenance, and security expense that will continue to be incurred for the Decatur, Illinois location;
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•
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$0.7 million of restructuring charges related to revised estimates of our expected lease term for our Regina, Saskatchewan site; partially offset by
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•
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a reversal of $0.2 million of restructuring charges related to our Grand Junction, Colorado site that was re-opened in the third quarter of 2012.
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Report of Independent Registered Public Accounting Firm
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Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2013 and 2012
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Consolidated Balance Sheets as of December 31, 2013 and 2012
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Consolidated Statements of Cash Flows for the years ended December 31, 2013 and 2012
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Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2013 and 2012
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Notes to Consolidated Financial Statements
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Year Ended December 31,
|
||||||
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2013
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2012
|
||||
Revenue
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$
|
231,257
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$
|
198,092
|
|
Cost of services
|
206,932
|
|
|
175,095
|
|
||
Gross profit
|
24,325
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|
|
22,997
|
|
||
Selling, general and administrative expenses
|
28,828
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|
29,645
|
|
||
Impairment losses and restructuring charges, net
|
94
|
|
|
4,066
|
|
||
Operating loss
|
(4,597
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)
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(10,714
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)
|
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Interest and other income (expense), net
|
(1,579
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)
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|
342
|
|
||
Loss before income taxes
|
(6,176
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)
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(10,372
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)
|
||
Income tax expense
|
230
|
|
|
116
|
|
||
Net loss
|
$
|
(6,406
|
)
|
|
$
|
(10,488
|
)
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
||
Foreign currency translation adjustments
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(898
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)
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413
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|
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Change in fair value of derivative instruments
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(2,640
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)
|
|
614
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|
||
Comprehensive loss
|
$
|
(9,944
|
)
|
|
$
|
(9,461
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)
|
|
|
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|
||||
Net loss per common share - basic and diluted
|
$
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(0.42
|
)
|
|
$
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(0.69
|
)
|
|
|
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|
||||
Weighted average common shares outstanding - basic and diluted
|
15,339
|
|
|
15,241
|
|
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||
ASSETS
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|
|
|
|
|
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Current assets:
|
|
|
|
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|
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Cash and cash equivalents
|
$
|
10,989
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|
|
$
|
9,183
|
|
Trade accounts receivable, net
|
43,708
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|
|
41,070
|
|
||
Deferred income tax assets
|
157
|
|
|
288
|
|
||
Derivative asset
|
—
|
|
|
733
|
|
||
Prepaid expenses
|
2,939
|
|
|
2,045
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|
||
Assets held for sale
|
—
|
|
|
4,969
|
|
||
Current portion of note receivable
|
645
|
|
|
660
|
|
||
Other current assets
|
1,626
|
|
|
1,332
|
|
||
Total current assets
|
60,064
|
|
|
60,280
|
|
||
Property, plant and equipment, net
|
22,210
|
|
|
26,310
|
|
||
Long-term deferred income tax assets
|
2,151
|
|
|
3,930
|
|
||
Long-term note receivable, net of current portion
|
—
|
|
|
602
|
|
||
Intangible assets, net
|
1,164
|
|
|
—
|
|
||
Goodwill
|
1,637
|
|
|
—
|
|
||
Other long-term assets
|
2,491
|
|
|
2,010
|
|
||
Total assets
|
$
|
89,717
|
|
|
$
|
93,132
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
8,477
|
|
|
$
|
7,174
|
|
Accrued liabilities:
|
|
|
|
|
|
||
Accrued payroll
|
9,196
|
|
|
7,035
|
|
||
Accrued compensated absences
|
2,469
|
|
|
2,591
|
|
||
Other accrued liabilities
|
1,901
|
|
|
2,150
|
|
||
Line of credit
|
1,000
|
|
|
—
|
|
||
Derivative liability
|
2,160
|
|
|
253
|
|
||
Deferred revenue
|
486
|
|
|
638
|
|
||
Deferred income tax liabilities
|
766
|
|
|
2,390
|
|
||
Other current liabilities
|
2,043
|
|
|
1,648
|
|
||
Total current liabilities
|
28,498
|
|
|
23,879
|
|
||
Deferred rent
|
1,445
|
|
|
2,202
|
|
||
Other liabilities
|
1,600
|
|
|
772
|
|
||
Total liabilities
|
31,543
|
|
|
26,853
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
||
Common stock, 32,000,000 non-convertible shares, $0.01 par value, authorized; 15,368,356 and 15,298,947 shares issued and outstanding at December 31, 2013 and 2012, respectively
|
154
|
|
|
153
|
|
||
Additional paid-in capital
|
74,273
|
|
|
72,435
|
|
||
Accumulated other comprehensive (loss) income
|
(1,009
|
)
|
|
2,529
|
|
||
Accumulated deficit
|
(15,244
|
)
|
|
(8,838
|
)
|
||
Total stockholders’ equity
|
58,174
|
|
|
66,279
|
|
||
Total liabilities and stockholders’ equity
|
$
|
89,717
|
|
|
$
|
93,132
|
|
|
Year Ended December 31,
|
||||||
|
2013
|
|
2012
|
||||
Operating Activities
|
|
|
|
|
|
||
Net loss
|
$
|
(6,406
|
)
|
|
$
|
(10,488
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
12,527
|
|
|
12,957
|
|
||
Impairment losses
|
531
|
|
|
3,086
|
|
||
Losses (gains) on disposal of assets
|
1,074
|
|
|
(45
|
)
|
||
Loss on sale leaseback transaction
|
475
|
|
|
—
|
|
||
Share-based compensation expense
|
1,607
|
|
|
1,275
|
|
||
Amortization of deferred gain on sale leaseback transaction
|
(273
|
)
|
|
(47
|
)
|
||
Deferred income taxes
|
166
|
|
|
410
|
|
||
Other, net
|
—
|
|
|
249
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Trade accounts receivable, net
|
(2,711
|
)
|
|
(3,287
|
)
|
||
Prepaid expenses and other assets
|
(2,264
|
)
|
|
1,113
|
|
||
Accounts payable
|
435
|
|
|
(121
|
)
|
||
Income taxes, net
|
(348
|
)
|
|
334
|
|
||
Accrued and other liabilities
|
1,429
|
|
|
(2,525
|
)
|
||
Net cash provided by operating activities
|
6,242
|
|
|
2,911
|
|
||
|
|
|
|
||||
Investing Activities
|
|
|
|
|
|
||
Proceeds from note receivable
|
658
|
|
|
660
|
|
||
Proceeds from sale of assets
|
3,394
|
|
|
—
|
|
||
Proceeds from sale leaseback transaction
|
1,337
|
|
|
3,884
|
|
||
Purchases of property, plant and equipment
|
(8,843
|
)
|
|
(7,305
|
)
|
||
Cash paid for acquisitions of businesses
|
(2,097
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(5,551
|
)
|
|
(2,761
|
)
|
||
|
|
|
|
||||
Financing Activities
|
|
|
|
|
|
||
Proceeds from stock option exercises
|
141
|
|
|
—
|
|
||
Proceeds from line of credit
|
41,390
|
|
|
28,641
|
|
||
Principal payments on line of credit
|
(40,390
|
)
|
|
(28,641
|
)
|
||
Payment of payroll taxes relating to vesting of restricted stock
|
(6
|
)
|
|
—
|
|
||
Net proceeds from the issuance of common stock
|
97
|
|
|
103
|
|
||
Principal payments on capital lease obligations
|
(19
|
)
|
|
(96
|
)
|
||
Net cash provided by financing activities
|
1,213
|
|
|
7
|
|
||
Effect of exchange rate changes on cash
|
(98
|
)
|
|
(693
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
1,806
|
|
|
(536
|
)
|
||
Cash and cash equivalents at beginning of period
|
9,183
|
|
|
9,719
|
|
||
Cash and cash equivalents at end of period
|
$
|
10,989
|
|
|
$
|
9,183
|
|
|
|
|
|
||||
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|
|
||
Cash paid for interest
|
$
|
54
|
|
|
$
|
78
|
|
Cash paid for income taxes
|
$
|
533
|
|
|
$
|
5
|
|
Supplemental Disclosure of Noncash Investing Activities
|
|
|
|
||||
Assets acquired through capital lease
|
$
|
1,413
|
|
|
$
|
—
|
|
|
|
|
|
|
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Retained Earnings (Accumulated Deficit)
|
|
Total Stockholder's Equity
|
|||||||||||
|
Common Stock
|
|
|
|
|
|||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balance, December 31, 2011
|
15,249,829
|
|
|
$
|
152
|
|
|
$
|
71,058
|
|
|
$
|
1,502
|
|
|
$
|
1,650
|
|
|
$
|
74,362
|
|
Restricted shares granted
|
38,126
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restricted shares forfeited
|
(38,302
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Shares withheld for taxes on restricted stock vested
|
(1,023
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuance of common stock pursuant to Employee Stock Purchase Plan
|
50,317
|
|
|
1
|
|
|
102
|
|
|
—
|
|
|
—
|
|
|
103
|
|
|||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
1,275
|
|
|
—
|
|
|
—
|
|
|
1,275
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,488
|
)
|
|
(10,488
|
)
|
|||||
Change in accumulated other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
1,027
|
|
|
—
|
|
|
1,027
|
|
|||||
Balance, December 31, 2012
|
15,298,947
|
|
|
153
|
|
|
72,435
|
|
|
2,529
|
|
|
(8,838
|
)
|
|
66,279
|
|
|||||
Stock options exercised
|
38,577
|
|
|
1
|
|
|
140
|
|
|
—
|
|
|
—
|
|
|
141
|
|
|||||
Stock issued for services
|
8,318
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|||||
Restricted shares forfeited
|
(1,067
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||
Shares withheld for taxes on restricted stock vested
|
(823
|
)
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||||
Issuance of common stock pursuant to Employee Stock Purchase Plan
|
24,404
|
|
|
—
|
|
|
97
|
|
|
—
|
|
|
—
|
|
|
97
|
|
|||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
1,565
|
|
|
—
|
|
|
—
|
|
|
1,565
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,406
|
)
|
|
(6,406
|
)
|
|||||
Change in accumulated other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,538
|
)
|
|
—
|
|
|
(3,538
|
)
|
|||||
Balance, December 31, 2013
|
15,368,356
|
|
|
$
|
154
|
|
|
$
|
74,273
|
|
|
$
|
(1,009
|
)
|
|
$
|
(15,244
|
)
|
|
$
|
58,174
|
|
|
Estimated Useful Life
|
Buildings and building improvements
|
15-30 years
|
Telephone and computer equipment
|
3-5 years
|
Software
|
3 years
|
Furniture, fixtures, and miscellaneous equipment
|
5-7 years
|
|
Estimated Useful Life
|
Developed technology
|
8 years
|
Customer base and customer relationships
|
3 years
|
Trade name
|
6 years
|
Noncompete agreement
|
2 years
|
|
|
Acquisition Date
Fair Value
|
||
Property, plant and equipment
|
|
$
|
13
|
|
Developed technology
|
|
390
|
|
|
Customer base
|
|
130
|
|
|
Trade name
|
|
70
|
|
|
Noncompete agreement
|
|
10
|
|
|
Goodwill
|
|
887
|
|
|
Total purchase price
|
|
$
|
1,500
|
|
|
|
Preliminary Estimate of Acquisition Date Fair Value
|
||
Customer relationships
|
|
$
|
750
|
|
Goodwill
|
|
750
|
|
|
Total purchase price
|
|
$
|
1,500
|
|
|
|
Gross Intangibles
|
|
Accumulated Amortization
|
|
Net Intangibles
|
|
Weighted Average Amortization Period (years)
|
||||||
Developed technology
|
|
$
|
390
|
|
|
$
|
37
|
|
|
$
|
353
|
|
|
4.14
|
Customer base and customer relationships
|
|
880
|
|
|
137
|
|
|
744
|
|
|
1.67
|
|||
Trade name
|
|
70
|
|
|
9
|
|
|
61
|
|
|
3.14
|
|||
Noncompete agreement
|
|
10
|
|
|
4
|
|
|
6
|
|
|
1.20
|
|||
|
|
$
|
1,350
|
|
|
$
|
186
|
|
|
$
|
1,164
|
|
|
3.52
|
|
|
|
||
Year Ending December 31,
|
|
Amount
|
||
2014
|
|
$
|
359
|
|
2015
|
|
355
|
|
|
2016
|
|
217
|
|
|
2017
|
|
60
|
|
|
2018
|
|
60
|
|
|
Thereafter
|
|
113
|
|
|
|
Facility-Related Costs
|
||||||||||||||||||||||
|
|
Victoria
|
|
Laramie
|
|
Grand
Junction
|
|
Decatur
|
|
Regina
|
|
Total
|
||||||||||||
Balance as of January 1, 2012
|
|
$
|
483
|
|
|
$
|
63
|
|
|
$
|
252
|
|
|
$
|
—
|
|
|
$
|
852
|
|
|
$
|
1,650
|
|
Expense (reversal)
|
|
—
|
|
|
(20
|
)
|
|
(138
|
)
|
|
464
|
|
|
671
|
|
|
977
|
|
||||||
Payments, net of receipts for sublease
|
|
54
|
|
|
(43
|
)
|
|
(114
|
)
|
|
(378
|
)
|
|
(1,197
|
)
|
|
(1,678
|
)
|
||||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
8
|
|
||||||
Balance as of December 31, 2012
|
|
$
|
537
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
86
|
|
|
$
|
334
|
|
|
$
|
957
|
|
Expense (reversal)
|
|
(443
|
)
|
|
—
|
|
|
—
|
|
|
(56
|
)
|
|
—
|
|
|
(499
|
)
|
||||||
Payments, net of receipts for sublease
|
|
(78
|
)
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
(328
|
)
|
|
(436
|
)
|
||||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
||||||
Balance as of December 31, 2013
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16
|
|
|
|
Year Ended December 31,
|
||||||||
|
|
2013
|
|
2012
|
||||||
|
|
Revenue
|
Percentage
|
|
Revenue
|
Percentage
|
||||
AT&T Services, Inc. and AT&T Mobility, LLC, subsidiaries of AT&T, Inc. (1)
|
|
$
|
58,395
|
|
25.3%
|
|
$
|
63,904
|
|
32.3%
|
T-Mobile USA, Inc., a subsidiary of Deutsche Telekom (2)
|
|
$
|
64,095
|
|
27.7%
|
|
$
|
55,916
|
|
28.2%
|
Comcast Cable Communications Management, LLC, subsidiary of Comcast Corporation (2)
|
|
$
|
45,887
|
|
19.8%
|
|
*
|
|
*
|
|
Currency
|
|
Notional
Principal
|
|
Instruments qualifying as accounting hedges:
|
|
|
|
|
Foreign exchange contracts
|
Canadian dollar
|
|
10,860
|
|
Foreign exchange contracts
|
Philippine peso
|
|
1,511,910
|
|
|
As of December 31, 2013
|
|
As of December 31, 2012
|
||||||||||
|
Assets
|
Liabilities
|
|
Assets
|
Liabilities
|
||||||||
Foreign exchange contracts
|
$
|
—
|
|
$
|
2,160
|
|
|
$
|
733
|
|
$
|
253
|
|
|
Liabilities Measured at Fair Value
on a Recurring Basis as of December 31, 2013
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
$
|
—
|
|
|
$
|
2,160
|
|
|
$
|
—
|
|
|
$
|
2,160
|
|
Total fair value of liabilities measured on a recurring basis
|
$
|
—
|
|
|
$
|
2,160
|
|
|
$
|
—
|
|
|
$
|
2,160
|
|
|
Assets and Liabilities Measured at Fair Value
on a Recurring Basis as of December 31, 2012
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
$
|
—
|
|
|
$
|
733
|
|
|
$
|
—
|
|
|
$
|
733
|
|
Total fair value of assets measured on a recurring basis
|
$
|
—
|
|
|
$
|
733
|
|
|
$
|
—
|
|
|
$
|
733
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
$
|
—
|
|
|
$
|
253
|
|
|
$
|
—
|
|
|
$
|
253
|
|
Total fair value of liabilities measured on a recurring basis
|
$
|
—
|
|
|
$
|
253
|
|
|
$
|
—
|
|
|
$
|
253
|
|
|
Assets and Liabilities Measured at Fair Value on a
Non-Recurring Basis During the Year ended December 31, 2013
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Property, plant and equipment, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
531
|
|
|
$
|
531
|
|
Total fair value of assets measured on a non-recurring basis
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
531
|
|
|
$
|
531
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accrued restructuring costs
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16
|
|
|
$
|
16
|
|
Total fair value of liabilities measured on a non-recurring basis
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16
|
|
|
$
|
16
|
|
|
Assets and Liabilities Measured at Fair Value on a
Non-Recurring Basis During the Year ended December 31, 2012
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Assets held for sale
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,969
|
|
|
$
|
4,969
|
|
Total fair value of assets measured on a non-recurring basis
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,969
|
|
|
$
|
4,969
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accrued restructuring costs
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
957
|
|
|
$
|
957
|
|
Total fair value of liabilities measured on a non-recurring basis
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
957
|
|
|
$
|
957
|
|
|
2013
|
|
2012
|
||||
Land
|
$
|
70
|
|
|
$
|
272
|
|
Buildings and improvements
|
26,264
|
|
|
25,824
|
|
||
Telephone and computer equipment
|
40,414
|
|
|
42,917
|
|
||
Software
|
37,192
|
|
|
39,948
|
|
||
Furniture, fixtures, and miscellaneous equipment
|
16,952
|
|
|
19,664
|
|
||
Construction in progress
|
1,222
|
|
|
2,603
|
|
||
|
122,114
|
|
|
131,228
|
|
||
Less accumulated depreciation
|
(99,904
|
)
|
|
(104,918
|
)
|
||
Total property, plant and equipment, net
|
$
|
22,210
|
|
|
$
|
26,310
|
|
|
Shares
|
|
Weighted
Average
Exercise Price
|
|
Weighted-Average
Remaining
Contractual Term (in years)
|
|||
Outstanding as of January 1, 2013
|
1,789,127
|
|
|
$
|
4.00
|
|
|
|
Granted
|
762,763
|
|
|
4.82
|
|
|
|
|
Exercised
|
(38,577
|
)
|
|
3.64
|
|
|
|
|
Forfeited
|
(208,230
|
)
|
|
4.64
|
|
|
|
|
Expired
|
(6,000
|
)
|
|
25.95
|
|
|
|
|
Outstanding as of December 31, 2013
|
2,299,083
|
|
|
$
|
4.16
|
|
|
8.01
|
Vested and exercisable as of December 31, 2013
|
1,167,772
|
|
|
$
|
4.45
|
|
|
7.36
|
Vested and expected to vest as of December 31, 2013
|
2,089,628
|
|
|
$
|
4.17
|
|
|
8.05
|
|
2013
|
|
2012
|
Risk-free interest rate
|
0.36% - 2.7%
|
|
0.37% - 1.6%
|
Dividend yield
|
—%
|
|
—%
|
Expected volatility
|
56.5% - 67.6%
|
|
56.8% - 77.9%
|
Average expected life in years
|
7.0
|
|
5.0
|
|
Number of
Restricted Shares and Units
|
|
Weighted-Average
Grant Date Fair Value
|
|||
Nonvested balance as of January 1, 2013
|
13,656
|
|
|
$
|
4.08
|
|
Vested
|
(9,255
|
)
|
|
4.41
|
|
|
Forfeited
|
(1,067
|
)
|
|
6.58
|
|
|
Nonvested balance as of December 31, 2013
|
3,334
|
|
|
$
|
2.35
|
|
|
Year Ended December 31,
|
||||||
|
2013
|
|
2012
|
||||
Interest income
|
$
|
88
|
|
|
$
|
86
|
|
Interest (expense)
|
(114
|
)
|
|
(78
|
)
|
||
Gain (loss) on disposal of assets
|
(1,549
|
)
|
|
45
|
|
||
Other income (expense)
|
(4
|
)
|
|
289
|
|
||
Interest and other income (expense), net
|
$
|
(1,579
|
)
|
|
$
|
342
|
|
|
Year Ended December 31,
|
||||||
|
2013
|
|
2012
|
||||
U.S.
|
$
|
(15,452
|
)
|
|
$
|
(21,244
|
)
|
Foreign
|
9,276
|
|
|
10,872
|
|
||
Total
|
$
|
(6,176
|
)
|
|
$
|
(10,372
|
)
|
|
Year Ended December 31,
|
||||||
|
2013
|
|
2012
|
||||
Current:
|
|
|
|
|
|
||
Federal
|
$
|
—
|
|
|
$
|
(548
|
)
|
State
|
—
|
|
|
(77
|
)
|
||
Foreign
|
(29
|
)
|
|
499
|
|
||
Total current (benefit)
|
$
|
(29
|
)
|
|
$
|
(126
|
)
|
|
|
|
|
||||
Deferred:
|
|
|
|
|
|
||
Federal
|
$
|
25
|
|
|
$
|
(10
|
)
|
State
|
2
|
|
|
(1
|
)
|
||
Foreign
|
232
|
|
|
253
|
|
||
Total deferred expense
|
$
|
259
|
|
|
$
|
242
|
|
|
|
|
|
||||
Income tax expense
|
$
|
230
|
|
|
$
|
116
|
|
|
Year Ended December 31,
|
||||||
|
2013
|
|
2012
|
||||
Current deferred tax assets (liabilities):
|
|
|
|
|
|
||
Accrued restructuring costs
|
$
|
(41
|
)
|
|
$
|
218
|
|
Other accrued liabilities
|
15
|
|
|
90
|
|
||
Derivative instruments
|
816
|
|
|
(176
|
)
|
||
Prepaid expenses
|
(209
|
)
|
|
(480
|
)
|
||
Cumulative translation adjustment
|
(1,397
|
)
|
|
(1,760
|
)
|
||
Other
|
373
|
|
|
438
|
|
||
Total current net deferred tax liabilities
|
$
|
(443
|
)
|
|
$
|
(1,670
|
)
|
|
|
|
|
||||
Long-term deferred tax assets (liabilities):
|
|
|
|
|
|
||
Fixed assets
|
$
|
2,969
|
|
|
$
|
3,385
|
|
Accrued stock compensation
|
3,085
|
|
|
2,556
|
|
||
Accrued restructuring costs
|
47
|
|
|
89
|
|
||
Foreign tax credit carryforward
|
—
|
|
|
525
|
|
||
Work opportunity credit carryforward
|
4,988
|
|
|
4,988
|
|
||
Operating loss carryforward
|
10,653
|
|
|
8,443
|
|
||
Intangibles and goodwill
|
22
|
|
|
—
|
|
||
Other
|
221
|
|
|
114
|
|
||
Total long-term net deferred tax assets
|
$
|
21,985
|
|
|
$
|
20,100
|
|
|
|
|
|
||||
Subtotal
|
$
|
21,542
|
|
|
$
|
18,430
|
|
Valuation allowance
|
(20,000
|
)
|
|
(16,602
|
)
|
||
|
|
|
|
||||
Total net deferred tax asset
|
$
|
1,542
|
|
|
$
|
1,828
|
|
|
Year Ended December 31,
|
||||
|
2013
|
|
2012
|
||
U.S. statutory tax rate
|
35.0
|
%
|
|
35.0
|
%
|
Effect of state taxes (net of federal benefit)
|
-1.0
|
%
|
|
5.8
|
%
|
Effect of change in Canadian tax rate
|
1.5
|
%
|
|
-0.3
|
%
|
Other permanent differences (including meals and entertainment)
|
1.8
|
%
|
|
-0.4
|
%
|
Stock based compensation
|
-0.9
|
%
|
|
-0.8
|
%
|
Rate differential on foreign earnings
|
48.5
|
%
|
|
29.5
|
%
|
Foreign income taxed in the U.S.
|
-95.0
|
%
|
|
-43.2
|
%
|
Uncertain tax positions
|
19.5
|
%
|
|
-45.4
|
%
|
Unremitted foreign earnings of subsidiary
|
27.7
|
%
|
|
-16.5
|
%
|
Tax expense allocation to other comprehensive income
|
—
|
%
|
|
6.1
|
%
|
Valuation allowance
|
-33.5
|
%
|
|
28.0
|
%
|
Expiration of foreign tax credit carryforward
|
-8.5
|
%
|
|
—
|
%
|
Other, net
|
1.1
|
%
|
|
1.1
|
%
|
Total
|
-3.8
|
%
|
|
-1.1
|
%
|
|
Year Ended December 31,
|
||||||
|
2013
|
|
2012
|
||||
Unrecognized, January 1,
|
$
|
4,705
|
|
|
$
|
—
|
|
Additions based on tax positions taken in current year
|
1,090
|
|
|
4,705
|
|
||
Reductions based on tax positions taken in prior year
|
(2,293
|
)
|
|
—
|
|
||
Unrecognized, December 31,
|
$
|
3,502
|
|
|
$
|
4,705
|
|
|
Foreign Currency Translation Adjustment
|
|
Derivatives Accounted for as Cash Flow Hedges
|
|
Total
|
||||||
Balance at January 1, 2012
|
$
|
2,385
|
|
|
$
|
(883
|
)
|
|
$
|
1,502
|
|
Foreign currency translation
|
670
|
|
|
—
|
|
|
670
|
|
|||
Reclassification to operations
|
—
|
|
|
(758
|
)
|
|
(758
|
)
|
|||
Unrealized gains (losses)
|
—
|
|
|
1,749
|
|
|
1,749
|
|
|||
Tax (benefit)
|
(257
|
)
|
|
(377
|
)
|
|
(634
|
)
|
|||
Balance at December 31, 2012
|
$
|
2,798
|
|
|
$
|
(269
|
)
|
|
$
|
2,529
|
|
Foreign currency translation
|
(898
|
)
|
|
—
|
|
|
(898
|
)
|
|||
Reclassification to operations
|
—
|
|
|
1,950
|
|
|
1,950
|
|
|||
Unrealized gains (losses)
|
—
|
|
|
(4,590
|
)
|
|
(4,590
|
)
|
|||
Balance at December 31, 2013
|
$
|
1,900
|
|
|
$
|
(2,909
|
)
|
|
$
|
(1,009
|
)
|
Details About Accumulated Other Comprehensive Income Components
|
|
Amount Reclassified from Accumulated Other Comprehensive Income
|
|
Affected Line Item in the Statement Where Net Income is Presented
|
||||||
|
|
Year Ended December 31,
|
|
|
||||||
|
|
2013
|
|
2012
|
|
|
||||
(Gains) losses on cash flow hedges
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
|
$
|
1,828
|
|
|
$
|
(758
|
)
|
|
Cost of services
|
Foreign exchange contracts
|
|
122
|
|
|
—
|
|
|
Selling, general and administrative expenses
|
||
|
|
$
|
1,950
|
|
|
$
|
(758
|
)
|
|
|
|
Minimum Lease
Payments
|
|
Minimum
Sublease/Lease Receivable
|
||||
2014
|
$
|
10,103
|
|
|
$
|
306
|
|
2015
|
7,392
|
|
|
—
|
|
||
2016
|
5,818
|
|
|
—
|
|
||
2017
|
5,794
|
|
|
—
|
|
||
2018
|
4,370
|
|
|
—
|
|
||
Thereafter
|
1,052
|
|
|
—
|
|
||
Total minimum lease payments
|
$
|
34,529
|
|
|
$
|
306
|
|
|
Minimum Lease Payments
|
||
2014
|
$
|
371
|
|
2015
|
370
|
|
|
2016
|
377
|
|
|
2017
|
384
|
|
|
2018
|
392
|
|
|
Thereafter
|
808
|
|
|
Total minimum lease payments
|
$
|
2,702
|
|
Less amount representing interest
|
(1,280
|
)
|
|
Present value of obligations under capital leases
|
1,422
|
|
|
Less current portion of obligations under capital leases
|
(113
|
)
|
|
Obligations under capital leases, excluding current portion
|
$
|
1,309
|
|
|
Year Ended December 31,
|
||||||
|
2013
|
|
2012
|
||||
Revenue:
|
|
|
|
|
|
||
Domestic
|
$
|
120,928
|
|
|
$
|
99,827
|
|
Asia Pacific
|
81,082
|
|
|
79,683
|
|
||
Latin America
|
29,247
|
|
|
18,582
|
|
||
Total
|
$
|
231,257
|
|
|
$
|
198,092
|
|
|
|
|
|
||||
Gross profit:
|
|
|
|
|
|
||
Domestic
|
$
|
13,291
|
|
|
$
|
7,396
|
|
Asia Pacific
|
9,974
|
|
|
16,476
|
|
||
Latin America
|
1,060
|
|
|
(875
|
)
|
||
Total
|
$
|
24,325
|
|
|
$
|
22,997
|
|
|
|
|
|
||||
Depreciation:
|
|
|
|
|
|
||
Domestic
|
$
|
7,340
|
|
|
$
|
7,450
|
|
Asia Pacific
|
4,193
|
|
|
4,659
|
|
||
Latin America
|
994
|
|
|
848
|
|
||
Total
|
$
|
12,527
|
|
|
$
|
12,957
|
|
|
|
|
|
||||
Capital expenditures:
|
|
|
|
|
|
||
Domestic
|
$
|
5,555
|
|
|
$
|
4,757
|
|
Asia Pacific
|
1,254
|
|
|
1,728
|
|
||
Latin America
|
2,034
|
|
|
820
|
|
||
Total
|
$
|
8,843
|
|
|
$
|
7,305
|
|
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||
Total property, plant and equipment, net:
|
|
|
|
|
|
||
United States
|
$
|
12,875
|
|
|
$
|
13,549
|
|
Canada
|
96
|
|
|
420
|
|
||
Philippines
|
7,050
|
|
|
9,921
|
|
||
Latin America
|
2,189
|
|
|
2,420
|
|
||
Total
|
$
|
22,210
|
|
|
$
|
26,310
|
|
Exhibit
|
|
|
|
Incorporated Herein by Reference
|
|||||
No.
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
3.1
|
|
|
Restated Certificate of Incorporation of StarTek, Inc.
|
|
S-1
|
|
3.1
|
|
1/29/1997
|
3.2
|
|
|
Amended and Restated Bylaws of StarTek, Inc.
|
|
8-K
|
|
3.2
|
|
11/1/2011
|
3.3
|
|
|
Certificate of Amendment to the Certificate of Incorporation of StarTek, Inc. filed with the Delaware Secretary of State on May 21, 1999
|
|
10-K
|
|
3.3
|
|
3/8/2000
|
3.4
|
|
|
Certificate of Amendment to the Certificate of Incorporation of StarTek, Inc. filed with the Delaware Secretary of State on May 23, 2000
|
|
10-Q
|
|
3.4
|
|
8/14/2000
|
4.1
|
|
|
Specimen Common Stock certificate
|
|
10-Q
|
|
4.2
|
|
11/6/2007
|
10.1
|
|
|
Investor Rights Agreement by and among StarTek, Inc., A. Emmet Stephenson Jr., and Toni E. Stephenson
|
|
10-K
|
|
10.48
|
|
3/9/2004
|
10.2†
|
|
|
StarTek, Inc. Stock Option Plan, as amended
|
|
Def 14a
|
|
A
|
|
3/27/2007
|
10.3†
|
|
|
StarTek, Inc. Employee Stock Purchase Plan
|
|
Def#14a
|
|
A
|
|
3/20/2008
|
10.4†
|
|
|
StarTek, Inc. 2008 Equity Incentive Plan
|
|
Def#14a
|
|
B
|
|
3/20/2008
|
10.5†
|
|
|
Form of Non-Statutory Stock Option Agreement (Employee) pursuant to StarTek, Inc. 2008 Equity Incentive Plan
|
|
8-K
|
|
10.2
|
|
5/5/2008
|
10.6†
|
|
|
Form of Non-Statutory Stock Option Agreement (Director) pursuant to StarTek, Inc. 2008 Equity Incentive Plan
|
|
8-K
|
|
10.3
|
|
5/5/2008
|
10.7†
|
|
|
Form of Incentive Stock Option Agreement pursuant to StarTek, Inc. 2008 Equity Incentive Plan
|
|
8-K
|
|
10.4
|
|
5/5/2008
|
10.8†
|
|
|
Form of Restricted Stock Award Agreement (Employee) pursuant to StarTek, Inc. 2008 Equity Incentive Plan
|
|
8-K
|
|
10.5
|
|
5/5/2008
|
10.9†
|
|
|
Form of Restricted Stock Award Agreement (Director) pursuant to StarTek, Inc. 2008 Equity Incentive Plan
|
|
8-K
|
|
10.6
|
|
5/5/2008
|
10.10†
|
|
|
Form of Indemnification Agreement between StarTek, Inc. and its Officers and Directors
|
|
10-K
|
|
10.49
|
|
3/9/2004
|
10.11#
|
|
|
Services Agreement and Statement of Work by and between StarTek, Inc. and T-Mobile USA, Inc. for certain call center services dated effective October 1, 2007
|
|
10-Q
|
|
10.120
|
|
11/6/2007
|
10.12#
|
|
|
Amendment No. 1 effective February 24, 2008 to Services Agreement and Statement of Work by and between StarTek, Inc. and T-Mobile USA, Inc. for certain call center services dated effective October 1, 2007
|
|
10-Q
|
|
10.7
|
|
5/6/2008
|
10.13#
|
|
|
Contact Call Center Agreement No. 20070105.006.C between StarTek, Inc. and AT&T Services, Inc., effective January 26, 2007
|
|
10-Q
|
|
10.90
|
|
5/8/2007
|
10.14#
|
|
|
Amendment 20070105.006.A.001 effective October 31, 2007 to Master Services Agreement 20070105.006.C entered on January 26, 2007 between StarTek, Inc. and AT&T Services, Inc.
|
|
10-K
|
|
10.50
|
|
2/29/2008
|
10.15#
|
|
|
Amendment No. 2 to T-Mobile USA, Inc. Services Agreement Call Center Services dated April 1, 2009 between T-Mobile USA, Inc. and StarTek USA, Inc.
|
|
10-Q
|
|
10.12
|
|
7/31/2009
|
10.16
|
|
|
Settlement and Standstill Agreement by and among StarTek, Inc., A. Emmett Stephenson, Jr., Privet Fund LP, Privet Fund Management LLP, Ryan Levenson, Ben Rosenzweig and Toni E. Stephenson dated as of May 5, 2011
|
|
8-K
|
|
10.1
|
|
5/6/2011
|
10.17†
|
|
|
Amended and Restated Employment Agreement of Chad A. Carlson dated June 24, 2011
|
|
8-K
|
|
10.1
|
|
6/29/2011
|
10.18&
|
|
|
Order No. 20070105.006.S.28 effective August 1, 2011 pursuant to Agreement No. 20060105.006.C between StarTek, Inc. and AT&T Services, Inc
|
|
10-Q
|
|
10.1
|
|
11/2/2011
|
10.19&
|
|
|
Services Agreement and Statement of Work by and between StarTek, Inc. and T-Mobile USA, Inc. for certain call center services dated effective July 1, 2011
|
|
10-Q
|
|
10.2
|
|
11/2/2011
|
10.20†
|
|
|
Form of Non-Statutory Stock Option Agreement (Director) pursuant to StarTek, Inc. 2008 Equity Incentive Plan
|
|
10-Q
|
|
10.3
|
|
11/2/2011
|
10.21†
|
|
|
Employment Agreement by and between StarTek, Inc. and Lisa Weaver
|
|
8-K
|
|
10.1
|
|
11/3/2011
|
10.22†
|
|
|
Form of Deferred Stock Unit Master Agreement (Director) pursuant to StarTek, Inc. 2008 Equity Incentive Plan
|
|
10-K
|
|
10.36
|
|
3/9/2012
|
10.23&
|
|
|
Credit and Security Agreement by and among StarTek, Inc. and StarTek USA, Inc. as Borrowers and Wells Fargo Bank, N.A., as Lender dated as of February 28, 2012
|
|
10-K
|
|
10.37
|
|
3/9/2012
|
10.24†
|
|
|
2012 Incentive Bonus Plan
|
|
10-Q
|
|
10.1
|
|
11/6/2012
|
10.25
|
|
|
First Amendment to Credit and Security Agreement, by and among Wells Fargo Bank, National Association, and StarTek, Inc.
|
|
10-Q
|
|
10.2
|
|
11/6/2012
|
10.26
|
|
|
Second Amendment to Credit and Security Agreement, by and among Wells Fargo Bank, National Association, and StarTek, Inc.
|
|
10-K
|
|
10.40
|
|
3/8/2013
|
10.27
|
|
|
Third Amendment to Credit and Security Agreement, by and among Wells Fargo Bank, National Association, and StarTek, Inc.
|
|
10-K
|
|
10.41
|
|
3/8/2013
|
10.28&
|
|
|
Agreement No. 20120124.035.C, Contact Center Services Master Agreement effective January 25, 2013 between StarTek, Inc. and AT&T Services, Inc.
|
|
10-K
|
|
10.42
|
|
3/8/2013
|
10.29
|
|
|
Fourth Amendment to Credit and Security Agreement, by and among Wells Fargo Bank, National Association, and StarTek, Inc.
|
|
10-Q
|
|
10.1
|
|
11/8/2013
|
10.30&
|
|
|
Amendment No. 20120124.035.A.001 to Contact Center Services Master Agreement between StarTek, Inc. and AT&T Services, Inc.
|
|
10-Q
|
|
10.2
|
|
11/8/2013
|
10.31*
|
|
|
Fifth Amendment to Credit and Security Agreement, by and among Wells Fargo Bank, National Association, and StarTek, Inc.
|
|
|
|
|
|
|
10.32*
|
|
|
Amendment to Investor Rights Agreement by and among StarTek, Inc. and A. Emmet Stephenson Jr.
|
|
|
|
|
|
|
10.33†*
|
|
|
2013 Executive Incentive Plan
|
|
|
|
|
|
|
10.34†*
|
|
|
2013 Sales Commission Plan
|
|
|
|
|
|
|
21.1*
|
|
|
Subsidiaries of the Registrant
|
|
|
|
|
|
|
23.1*
|
|
|
Consent of Ernst & Young, LLP, Independent Registered Public Accounting Firm
|
|
|
|
|
|
|
31.1*
|
|
|
Certification of Chad A. Carlson pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
31.2*
|
|
|
Certification of Lisa A. Weaver pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
32.1*
|
|
|
Written Statement of the Chief Executive Officer and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
101*
|
|
|
The following materials are formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2013 and 2012, (ii) Consolidated Balance Sheets as of December 31, 2013 and 2012, (iii) Consolidated Statements of Cash Flows for the years ended December 31, 2013 and 2012, (iv) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2013 and 2012 and (v) Notes to Consolidated Financial Statements tagged in block text
|
|
|
|
|
|
|
*
|
|
Filed with this Form 10-K.
|
†
|
|
Management contract or compensatory plan or arrangement.
|
#
|
|
The Securities and Exchange Commission has granted our request that certain material in this agreement be treated as confidential. Such material has been redacted from the exhibit as filed.
|
&
|
|
Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission
|
STARTEK, INC.
|
|
|
|
|
|
By:
|
/s/ CHAD A. CARLSON
|
Date: March 7, 2014
|
|
Chad A. Carlson
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
/s/ CHAD A. CARLSON
|
|
President and Chief Executive Officer (principal executive officer)
|
|
Date: March 7, 2014
|
Chad A. Carlson
|
|
|
|
|
|
|
|
|
|
/s/ LISA A. WEAVER
|
|
Senior Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer)
|
|
Date: March 7, 2014
|
Lisa A. Weaver
|
|
|
|
|
|
|
|
|
|
/s/ ED ZSCHAU
|
|
Chairman of the Board
|
|
Date: March 7, 2014
|
Ed Zschau
|
|
|
|
|
|
|
|
|
|
/s/ ROBERT SHEFT
|
|
Director
|
|
Date: March 7, 2014
|
Robert Sheft
|
|
|
|
|
|
|
|
|
|
/s/ BENJAMIN L. ROSENZWEIG
|
|
Director
|
|
Date: March 7, 2014
|
Benjamin L. Rosenzweig
|
|
|
|
|
|
|
|
|
|
/s/ JACK D. PLATING
|
|
Director
|
|
Date: March 7, 2014
|
Jack D. Plating
|
|
|
|
|
Applicable Amount
|
Applicable Period
|
$9,000,000
|
For the 10-month period
ending October 31, 2013 |
$11,000,000
|
For the 11-month period
ending November 30, 2013 |
$11,000,000
|
For the 12-month period
ending December 31, 2013 |
$11,000,000
|
For the 12-month period
ending January 31, 2014 |
$11,000,000
|
For the 12-month period
ending February 28, 2014 |
$11,000,000
|
For the 12-month period
ending March 31, 2014 |
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:
/s/Karen S. Kenney
Name: Karen S. Kenney
Title: Authorized Signatory
|
STARTEK, INC.
By:
/s/Lisa Bullington-Weaver
Name: Lisa Bullington-Weaver
Title: Senior Vice President and Chief Financial Officer
STARTEK USA, INC.
By:
/s/Lisa Bullington-Weaver
Name: Lisa Bullington-Weaver
Title: Senior Vice President and Chief Financial Officer
STARTEK HEALTH SERVICES, INC.
By:
/s/Lisa Bullington-Weaver
Name: Lisa Bullington-Weaver
Title: Senior Vice President and Chief Financial Officer
|
STARTEK CANADA SERVICES, LTD.
By:
/s/Lisa Bullington-Weaver
Name: Lisa Bullington-Weaver
Title: Senior Vice President and Chief Financial Officer
|
STARTEK INTERNATIONAL LIMITED
By:
/s/Lisa Bullington-Weaver
Name: Lisa Bullington-Weaver
Title: Senior Vice President and Chief Financial Officer
|
STARTEK HONDURAS, SA de CV
By:
/s/Chad A. Carlson
Name: Chad A. Carlson
Title: President and Chief Executive Officer
|
STARTEK PHILIPPINES, INC.
By:
/s/Chad A. Carlson
Name: Chad A. Carlson
Title: President and Chief Executive Officer
|
Applicable Amount
|
Applicable Period
|
$5,500,000
|
For the 10-month period
ending October 31, 2013 |
$6,000,000
|
For the 11-month period
ending November 30, 2013 |
$7,000,000
|
For the 12-month period
ending December 31, 2013 |
$7,000,000
|
For the 12-month period
ending January 31, 2014 |
$7,000,000
|
For the 12-month period
ending February 28, 2014 |
$7,000,000
|
For the 12-month period
ending March 31, 2014 |
Applicable Amount
|
Applicable Period
|
$9,000,000
|
For the 10-month period
ending October 31, 2013 |
$11,000,000
|
For the 11-month period
ending November 30, 2013 |
$11,000,000
|
For the 12-month period
ending December 31, 2013 |
$11,000,000
|
For the 12-month period
ending January 31, 2014 |
$11,000,000
|
For the 12-month period
ending February 28, 2014 |
$11,000,000
|
For the 12-month period
ending March 31, 2014 |
Level
|
Fixed Charge Coverage Ratio
Calculation
|
Interest Rate Margin
|
I
|
If the Fixed Charge Coverage Ratio is less 1.5:1.0
|
3%
|
II
|
If the Fixed Charge Coverage Ratio is equal to or greater than 1.5:1.0
|
2.50%
|
STARTEK, INC.
By:
/s/ Chad A. Carlson
Name: Chad A. Carlson
Title: President and Chief Executive Officer
|
By:
/s/ A. Emmet Stephenson, Jr.
Name: A. Emmet Stephenson, Jr.
|
|
By:
/s/ Toni E. Stephenson
Name: Toni E. Stephenson
|
1.0
|
PURPOSE
|
1.1
|
The 2013 Executive Incentive Bonus Plan (“Plan”) is established to incent and reward eligible Participants (defined in Section 2.3) for performance towards achieving defined Business Targets and Individual Targets for the current fiscal year.
|
2.0
|
DEFINITIONS
|
2.1
|
“Company” means StarTek, Inc. and its wholly owned operating subsidiaries.
|
2.2
|
“Compensation Committee” means the compensation committee of the board of directors of StarTek, Inc.
|
2.3
|
“Participant” means the Senior Leadership Team consisting of the CEO and the direct reports to the CEO excluding Sales.
|
2.4
|
“Plan Year” means January 1, 2013 through December 31, 2013, inclusive.
|
2.5
|
“Business Targets” are the measurements of the Company’s performance established for the Plan Year by the Company’s executive management and Compensation Committee as described in Section 3.1(a) below.
|
2.6
|
“Incentive Eligibility” is a percentage that is determined by a Participant’s position level, as shown in Appendix B.
|
(a)
|
“Business Targets Eligibility” is a percentage that is calculated by multiplying a Participant’s Bonus Eligibility by the applicable Business Target percentage listed in Appendix B.
|
2.7
|
“Business Targets Achievement” is the percentage by which Business Targets are achieved as determined by the applicable table in Appendix A.
|
2.8
|
“Base Salary Earnings” is the amount of gross base salary earned by a Participant during the Plan Year for which an incentive award is calculated.
|
3.0
|
MEASUREMENT CRITERION
|
3.1
|
Incentive earnings under the Plan are based on a Business Targets in accordance with position level as stated in Appendix B.
|
(a)
|
The Business Targets are established for the Plan Year by the Company’s Compensation Committee. Payout for achieving Business Targets is scaled depending on the Company’s performance during the Plan Year versus the Business Targets per the matrix in Appendix A. Business Targets are based on revenue, free cash flow and EBITDA for the Company.
|
(b)
|
Business Target Achievement must reach at least the minimum threshold per the payout matrix in Appendix A to earn any payout otherwise the payout is zero.
|
4.0
|
PAYMENT FROM THE PLAN
|
4.1
|
Incentive awards (if any) are earned after the 4
th
quarter close of the Company’s financial books. Earned incentive awards are subject to approval by the Company’s Compensation Committee.
|
4.2
|
Incentives earned for the Plan Year are paid as soon as administratively possible after approval in the following calendar year.
|
4.3
|
The amount of a Participant’s Business Target incentive payout, if any, equals the product of the Participant’s Base Salary Earnings and the Participant’s Business Targets Achievement.
|
4.4
|
Incentive payout, if any, is made to a Participant as a lump sum, less required payroll taxes and withholdings.
|
4.5
|
In order to earn an incentive payment from the Plan, a Participant must also be in “active” status on the payroll of the Company or one of its wholly-owned operating subsidiaries at the time the incentive s payments are made unless otherwise provided in any written contract with the Participant. (See Partial-Year Participant Eligibility 5.2.b)
|
5.0
|
PARTIAL-YEAR PARTICIPANT ELIGIBILITY
|
5.1
|
An employee who becomes a Participant during the Plan Year may participate in the Plan on a pro rata basis. The amount of base salary earned by such employee during the Plan year after first becoming a Participant shall be the base salary earnings used to calculate any incentive payments.
|
5.2
|
If a Participant’s employment with the Company or any of its wholly-owned operating subsidiaries terminates during the Plan Year then (s)he ceases to be a Participant on the date employment is terminated. In this event, an incentive will neither be earned nor paid unless otherwise provided in any written contract with the Participant.
|
(a)
|
If a Participant changes his or her position within the Company or any of its wholly-owned operating subsidiaries during the Plan Year such that (s)he is no longer a Participant, then (s)he ceases to be a Participant on the date of such change, in which case a prorated bonus would be earned through the date of such change, and be subject to Section 4.0.
|
(b)
|
If a Participant is terminated from the Company or any of its wholly-owned operating subsidiaries before the end of the Plan Year or before earned incentive payments are made due to a Position Elimination as a result of a Change in Control of the Company, any earned incentive awards will be paid on a pro rata basis. Such payment will be paid in accordance with the same timeline as other Plan Participants are paid.
|
(c)
|
Participants on approved paid disability leave of absence during the Plan Year are not eligible to earn incentive awards for the period of time to the nearest whole month of the disability leave of absence. Earned awards during the Plan Year will be prorated for the number of whole months of active employment and participation in the Plan.
|
6.0
|
PROMOTIONS WITHIN THE PLAN YEAR
|
6.1
|
Promotions during the Plan Year will be handled as follows:
|
(d)
|
For the Business Targets and Individual Targets, bonus calculations will be prorated based on the period of time (rounded to the nearest whole month ) in each position level and the prorated salary for the same period of time for each position held.
|
7.0
|
PLAN APPROVALS
|
7.1
|
This Plan is subject to approval by the Compensation Committee and is effective only for the Plan Year noted above. There is no assurance that this Plan will be renewed or any similar plan will be adopted in the future.
|
8.0
|
CHANGEABILITY
|
8.1
|
The Compensation Committee reserves the right to change, suspend or eliminate this Plan, in whole or in part, at any time, with or without notice to Participants.
|
|
|
Business Targets
|
||
Position Level
|
Maximum % of Base Salary
|
FCF
|
EBITDA
|
Revenue
|
Vice President
|
30%
|
10%
|
60%
|
30%
|
Sr Vice President
|
40%
|
10%
|
60%
|
30%
|
SVP Global Human Resources
|
50%
|
10%
|
60%
|
30%
|
CFO & SVP Global Operations
|
60%
|
10%
|
60%
|
30%
|
CEO
|
100%
|
10%
|
60%
|
30%
|
1.0
|
PURPOSE AND OBJECTIVE
|
1.1.
|
The StarTek, Inc. (“StarTek”) 2013 Sales Commission Plan (the “Plan”) sets forth the eligibility and payment terms for Commissions for Plan participants (each a “Participant”). The Plan is designed to support the objective of generation of revenue from new and existing clients through the use of commission payments along with incentives for performance against certain StarTek strategic initiatives.
|
2.0
|
PLAN EFFECTIVE DATE
|
2.1.
|
The Plan will be effective January 1, 2013 until amended, replaced or terminated by StarTek (the “Plan Period”) whichever is later. StarTek reserves the right, in its sole discretion, to terminate or amend the Plan at any time.
|
3.0
|
DEFINITIONS
|
3.1.
|
A “Qualifying New SOW” means a statement of work (“SOW”) or contract that is (i) signed during the Plan Period by both StarTek and a Qualifying New Client, (ii) substantially the result of the Participant’s efforts (as determined in the sole discretion of StarTek), and (iii) a source of new or additional revenue for StarTek. Qualifying New SOWs shall not include letter agreements, memoranda of understanding, interim agreements, letters of intent and like documents and agreements, or any unwritten understanding, agreement or modification of any kind.
|
3.2.
|
A “Qualifying New Client” means a company (or its predecessor by merger or otherwise) (i) from whom StarTek has not, either directly or indirectly, previously earned revenue, as determined by StarTek’s SVP of Sales in his sole discretion (a “New Client”), or (ii) which is an existing or past client of StarTek and has been identified as a potential source of significant additional revenue and designated in accordance with Section 4.3 below.
|
3.3.
|
An “Existing Client” means any company other than a Qualifying New Client.
|
3.4.
|
“Quota” means that annual contract value assigned to each participant in this 2013 Sales Commission Plan as the level of achievement required as set out in Appendix B.
|
3.5.
|
“Assigned Sales Executive” is the sales executive designated by the SVP Sales in their sole discretion to receive commissions from a specific qualifying SOW.
|
3.6.
|
For purposes of this Plan, “Cause” means (i) Employee’s incompetence or failure or refusal to perform satisfactorily any duties reasonably required of the Employee by StarTek; (ii) Employee’s violation of any law, rule or regulation (other than traffic violations, misdemeanors or similar offense) or cease-and-desist order, court order, judgment, regulatory directive or agreement; (iii) the Commission or omission of or engaging in any act or practice which constitutes a material breach of the Employee’s fiduciary duty to StarTek, involves personal dishonesty on the part of the Employee or demonstrates a willful or continuing disregard for the best interests of StarTek; or (iv) the Employee’s engaging in dishonorable or disruptive behavior, practices or acts which would be reasonably expected to harm or bring disrepute to StarTek, its business or any of its customers, employees, or vendors.
|
4.0
|
ELIGIBLE NEW BUSINESS
|
4.1.
|
With respect to all New Clients, thirty-six months after the signing of the first Qualifying SOW with such New Client, that client ceases to be a Qualifying New Client. Any SOW or contract signed after this thirty-six month period with that client is not a Qualifying New SOW unless expressly designated as such under Sections 4.2 or 4.3, and therefore, unless eligible for a Commission on Qualifying SOW’s, no Commissions shall be paid under Section 6.0 of this plan.
|
4.2.
|
Notwithstanding the foregoing, a New Client may continue to be designated as a Qualifying New Client for more than twelve months if so designated by the SVP of Sales in his sole discretion.
|
4.3.
|
A Participant may not receive a Commission with respect to an Existing Client unless such Participant has been designated a Client Relationship Manager in writing by SVP of Sales.
|
5.0
|
COMMISSION PAYMENTS FOR ELIGIBLE BUSINESS
|
5.1.
|
The Participant must be the Assigned Sales Executive to receive commissions for an SOW.
|
5.2.
|
In the event two or more Participants are otherwise eligible for a Commission under this Plan for a particular SOW, the Commission will be split among them in the manner determined by the SVP of Sales in his discretion, at the time the Qualifying New SOW is signed.
|
5.3.
|
Commissions are earned and calculated during the Plan Period based on the actual revenue collected pursuant to an SOW. Commissions are earned and are payable monthly based upon the percentages indicated on Exhibit A and under the following conditions:
|
5.3.1.
|
Commissions will be paid for collected revenue from each Qualifying New SOW during the two year period following first invoice of the program.
|
5.3.2.
|
For ease of administration, commissions will be calculated and paid using the billed revenue from client invoices instead of actual collected revenue. Commissions are not considered earned until StarTek has received payment net of offsets or penalties from the Qualifying New Client for services rendered, in the form of revenue dollars, from which the Commission is calculated and advanced. Participant will return to StarTek any commission related to uncollected revenue.
|
5.4.
|
In addition, from time to time the SVP of Sales may further incentivize certain sales through the use of additional commission payments. These further incentives will be communicated to Participants through notification letters and such letters will be amendments to this Plan.
|
5.5.
|
A Participant is eligible for a Commission under the Plan only if the Participant is actively employed by StarTek at the time of payment of the Commission. A Participant who resigns for any reason whatsoever or whose employment is terminated by StarTek for Cause is not eligible to earn any further Commissions.
|
6.0
|
ADDITIONAL PLAN INFORMATION
|
6.1.
|
Commission compensation under this Plan is fully taxable as earned income and subject to normal withholding guidelines and applicable laws, taxes and practices.
|
6.2.
|
Commission compensation under this Plan will be calculated by StarTek in accordance with established Plan criteria and forwarded for initial approval by the SVP of Sales. Once approved by the SVP of Sales, payments will be forwarded for final approval to either the Chief Financial Officer and/or the Chief Executive Officer. Either of these officers can designate any Senior Vice President who is not a Participant in this Plan to act as an approver in their absence.
|
6.3.
|
If a dispute arises about who is responsible for a given SOW or contract, such responsibility will be determined by the SVP of Sales in his sole discretion. If it becomes necessary to split or share Commission or bonus payments; or if unique sales opportunities arise, then determination and authorization for Commissions or bonuses, if any, will be made by the SVP of Sales.
|
6.4.
|
Participant is expected to maintain compliance with StarTek’s policies, procedures, reporting, requirements, and other tasks as assigned by the SVP of Sales. If participant is out of compliance, delayed or negligent in completing the aforementioned tasks, commission payments may be delayed until participant rectifies the situation and is wholly compliant with the Company’s requirements, as determined by the the SVP Sales and at his sole discretion.
|
6.5.
|
The Participant does not have any right whatsoever to make any material commitment for or enter into any contract on behalf of StarTek.
|
6.6.
|
StarTek reserves the right, in its sole discretion, to modify, suspend, or eliminate this Plan at any time, with or without notice.
|
6.7.
|
StarTek reserves the right to decide, in its absolute discretion, at any time and from time-to-time, whether to enter, renew, amend extend or terminate any SOW, contract, proposed contract, and/or contract negotiation, with any client or prospective client, as well as the terms and conditions under which it will do so. In addition, if any invoiced item is deemed a “pass through”, meaning it is priced to have little or no margin for the company, it may be
|
6.8.
|
Employment with StarTek is “at will” and may be terminated at any time by either the Participant or StarTek with or without notice and for any or no reason, unless the Participant has entered into a written employment agreement with StarTek modifying the “at will” employment relationship. This Plan is not intended to alter the “at will” employment relationship.
|
6.9.
|
Neither this Plan nor participation in it shall:
|
a)
|
Affect the “at will” nature of each Participant’s employment with StarTek.
|
b)
|
Provide any assurance of continued employment with StarTek or participation in the Plan.
|
c)
|
Provide any assurance that this Plan or another Commission or bonus plan will be offered in the future to any Participant.
|
6.10.
|
In the event of a dispute between the SVP of Sales and the Participant, StarTek’s CEO shall have sole authority and discretion to interpret the Plan’s provisions and applicability and any finding, determination or decision made by the CEO shall be final and binding with no rights of dispute by the participant.
|
NAME OF SUBSIDIARIES
|
|
JURISDICTION OF
INCORPORATION
|
|
SUBSIDIARIES DOING
BUSINESS AS
|
|
|
|
|
|
StarTek USA, Inc.
|
|
Colorado
|
|
StarTek USA
StarTek
StarTek Services
|
|
|
|
|
|
StarTek Canada Services, Ltd.
|
|
Nova Scotia, Canada
|
|
StarTek Canada Services
StarTek
StarTek Services
|
|
|
|
|
|
StarTek Holdings, Inc.
|
|
Delaware
|
|
StarTek Holdings
|
|
|
|
|
|
StarTek International, Limited
|
|
Bermuda
|
|
StarTek International
|
|
|
|
|
|
StarTek Pacific, Ltd.
|
|
Colorado
|
|
StarTek Pacific
|
|
|
|
|
|
StarTek Honduras, SAdeCV
|
|
Honduras
|
|
StarTek Honduras
|
|
|
|
|
|
StarTek Health Services, Inc.
|
|
Colorado
|
|
StarTek Health
|
|
/s/ Ernst & Young LLP
|
|
|
Date: March 7, 2014
|
/s/ CHAD A. CARLSON
|
|
Chad A. Carlson
|
|
President and Chief Executive Officer
|
|
|
Date: March 7, 2014
|
/s/ LISA A. WEAVER
|
|
Lisa A. Weaver
|
|
Senior Vice President and Chief Financial Officer
|
|
|
Date: March 7, 2014
|
/s/ CHAD A. CARLSON
|
|
Chad A. Carlson
|
|
President and Chief Executive Officer
|
|
|
Date: March 7, 2014
|
/s/ LISA A. WEAVER
|
|
Lisa A. Weaver
|
|
Senior Vice President and Chief Financial Officer
|