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x
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QUARTERLY 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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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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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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Three Months Ended September 30,
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Nine Months Ended September 30,
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||||||||||||
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2015
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2014
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2015
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2014
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||||||||
Revenue
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$
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72,756
|
|
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$
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61,438
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|
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$
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199,874
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$
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185,901
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Cost of services
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69,597
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52,393
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185,284
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162,946
|
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||||
Gross profit
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3,159
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|
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9,045
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14,590
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22,955
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||||
Selling, general and administrative expenses
|
9,335
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7,503
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25,981
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23,052
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||||
Restructuring charges
|
889
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1,262
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3,231
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3,504
|
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||||
Operating (loss) income
|
(7,065
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)
|
|
280
|
|
|
(14,622
|
)
|
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(3,601
|
)
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||||
Interest and other (expense) income, net
|
(421
|
)
|
|
362
|
|
|
(758
|
)
|
|
216
|
|
||||
(Loss) income before income taxes
|
(7,486
|
)
|
|
642
|
|
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(15,380
|
)
|
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(3,385
|
)
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||||
Income tax expense
|
219
|
|
|
728
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|
|
569
|
|
|
482
|
|
||||
Net loss
|
$
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(7,705
|
)
|
|
$
|
(86
|
)
|
|
$
|
(15,949
|
)
|
|
$
|
(3,867
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
1
|
|
|
|
|
|
|||||||
Foreign currency translation adjustments
|
47
|
|
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(582
|
)
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|
58
|
|
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(657
|
)
|
||||
Change in fair value of derivative instruments
|
(682
|
)
|
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(905
|
)
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78
|
|
|
227
|
|
||||
Comprehensive loss
|
$
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(8,340
|
)
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$
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(1,573
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)
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|
$
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(15,813
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)
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|
$
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(4,297
|
)
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|
|
|
|
|
|
|
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||||||||
Net loss per common share - basic and diluted
|
$
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(0.49
|
)
|
|
$
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(0.01
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)
|
|
$
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(1.03
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)
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$
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(0.25
|
)
|
|
|
|
|
|
|
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||||||||
Weighted average common shares outstanding - basic and diluted
|
15,569
|
|
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15,400
|
|
|
15,504
|
|
|
15,389
|
|
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As of September 30,
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As of December 31,
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||||
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2015
(unaudited)
|
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2014
|
||||
ASSETS
|
|
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Current assets:
|
|
|
|
|
|
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Cash and cash equivalents
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$
|
814
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$
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5,306
|
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Trade accounts receivable, net
|
51,537
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|
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46,103
|
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||
Derivative asset
|
5
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|
|
48
|
|
||
Prepaid expenses
|
3,847
|
|
|
2,257
|
|
||
Other current assets
|
1,352
|
|
|
794
|
|
||
Total current assets
|
57,555
|
|
|
54,508
|
|
||
Property, plant and equipment, net
|
33,706
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28,180
|
|
||
Long-term deferred income tax assets
|
1,345
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|
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1,429
|
|
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Intangible assets, net
|
8,143
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|
2,609
|
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Goodwill
|
8,995
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|
4,136
|
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||
Other long-term assets
|
3,000
|
|
|
2,931
|
|
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Total assets
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$
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112,744
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$
|
93,793
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LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
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|
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Current liabilities:
|
|
|
|
|
|
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Accounts payable
|
$
|
9,931
|
|
|
$
|
10,434
|
|
Accrued liabilities:
|
|
|
|
|
|
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Accrued payroll
|
10,083
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|
|
5,522
|
|
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Accrued compensated absences
|
2,682
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|
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2,309
|
|
||
Other accrued liabilities
|
1,696
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|
|
3,040
|
|
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Line of credit
|
28,384
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|
|
4,640
|
|
||
Derivative liability
|
1,132
|
|
|
1,250
|
|
||
Deferred income tax liabilities
|
1,083
|
|
|
965
|
|
||
Other current liabilities
|
5,624
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|
|
3,512
|
|
||
Total current liabilities
|
60,615
|
|
|
31,672
|
|
||
Deferred rent
|
3,834
|
|
|
1,593
|
|
||
Long-term obligations under capital leases
|
6,701
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|
|
4,264
|
|
||
Other liabilities
|
652
|
|
|
1,583
|
|
||
Total liabilities
|
71,802
|
|
|
39,112
|
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Commitments and contingencies
|
|
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Stockholders’ equity:
|
|
|
|
|
|
||
Common stock, 32,000,000 non-convertible shares, $0.01 par value, authorized; 15,586,936 and 15,414,803 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively
|
156
|
|
|
154
|
|
||
Additional paid-in capital
|
78,128
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|
|
76,056
|
|
||
Accumulated other comprehensive loss
|
(689
|
)
|
|
(825
|
)
|
||
Accumulated deficit
|
(36,653
|
)
|
|
(20,704
|
)
|
||
Total stockholders’ equity
|
40,942
|
|
|
54,681
|
|
||
Total liabilities and stockholders’ equity
|
$
|
112,744
|
|
|
$
|
93,793
|
|
|
Nine Months Ended September 30,
|
||||||
|
2015
|
|
2014
|
||||
Operating Activities
|
|
|
|
|
|
||
Net loss
|
$
|
(15,949
|
)
|
|
$
|
(3,867
|
)
|
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
9,803
|
|
|
7,629
|
|
||
Gains on disposal of assets
|
(509
|
)
|
|
(182
|
)
|
||
Gain on dissolution of subsidiary
|
—
|
|
|
(413
|
)
|
||
Share-based compensation expense
|
1,376
|
|
|
1,207
|
|
||
Amortization of deferred gain on sale leaseback transaction
|
(168
|
)
|
|
(214
|
)
|
||
Deferred income taxes
|
132
|
|
|
955
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Trade accounts receivable
|
3,778
|
|
|
(2,328
|
)
|
||
Prepaid expenses and other assets
|
(1,245
|
)
|
|
1,873
|
|
||
Accounts payable
|
(5,076
|
)
|
|
(982
|
)
|
||
Accrued and other liabilities
|
4,488
|
|
|
(723
|
)
|
||
Net cash (used in) provided by operating activities
|
(3,370
|
)
|
|
2,955
|
|
||
|
|
|
|
||||
Investing Activities
|
|
|
|
|
|
||
Proceeds from note receivable
|
—
|
|
|
481
|
|
||
Proceeds from sale of assets
|
982
|
|
|
1,064
|
|
||
Purchases of property, plant and equipment
|
(6,500
|
)
|
|
(9,562
|
)
|
||
Cash paid for acquisition of business
|
(18,326
|
)
|
|
—
|
|
||
Cash paid for prior period acquisitions of businesses
|
(583
|
)
|
|
(603
|
)
|
||
Net cash used in investing activities
|
(24,427
|
)
|
|
(8,620
|
)
|
||
|
|
|
|
||||
Financing Activities
|
|
|
|
|
|
||
Proceeds from stock option exercises
|
552
|
|
|
39
|
|
||
Proceeds from the issuance of common stock
|
146
|
|
|
89
|
|
||
Proceeds from line of credit
|
237,840
|
|
|
111,172
|
|
||
Principal payments on line of credit
|
(214,096
|
)
|
|
(109,672
|
)
|
||
Principal payments on long-term debt
|
(276
|
)
|
|
(94
|
)
|
||
Principal payments on capital lease obligations
|
(1,203
|
)
|
|
(92
|
)
|
||
Net cash provided by financing activities
|
22,963
|
|
|
1,442
|
|
||
Effect of exchange rate changes on cash
|
342
|
|
|
(214
|
)
|
||
Net decrease in cash and cash equivalents
|
(4,492
|
)
|
|
(4,437
|
)
|
||
Cash and cash equivalents at beginning of period
|
$
|
5,306
|
|
|
$
|
10,989
|
|
Cash and cash equivalents at end of period
|
$
|
814
|
|
|
$
|
6,552
|
|
|
|
|
|
||||
Supplemental Disclosure of Noncash Activities
|
|
|
|
||||
Working capital receivable (see Note 2)
|
$
|
834
|
|
|
$
|
—
|
|
Assets acquired through capital lease
|
$
|
4,840
|
|
|
$
|
—
|
|
Assets acquired through leasehold incentives
|
$
|
2,600
|
|
|
$
|
—
|
|
|
Amount
|
||
Cash
|
$
|
16,000
|
|
Working capital adjustment
|
1,492
|
|
|
Total allocable purchase price
|
$
|
17,492
|
|
|
|
||
Accounts receivable
|
9,265
|
|
|
Fixed assets
|
2,860
|
|
|
Prepaid expenses and other assets
|
334
|
|
|
Customer relationships
|
5,240
|
|
|
Trade name
|
850
|
|
|
Goodwill
|
4,860
|
|
|
Accounts payable
|
(5,590
|
)
|
|
Other accrued expenses and current liabilities
|
(327
|
)
|
|
Total preliminary purchase price allocation
|
$
|
17,492
|
|
|
|
From June 1, 2015 Through September 30, 2015
|
||
Revenues
|
|
$
|
22,799
|
|
Net loss
|
|
$
|
(1,012
|
)
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenues
|
|
$
|
72,756
|
|
|
$
|
78,939
|
|
|
$
|
227,009
|
|
|
$
|
239,443
|
|
Net loss
|
|
$
|
(7,705
|
)
|
|
$
|
(1,875
|
)
|
|
$
|
(16,968
|
)
|
|
$
|
(8,923
|
)
|
Net loss per common share - basic and diluted
|
|
$
|
(0.49
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(1.09
|
)
|
|
$
|
(0.58
|
)
|
Weighted average common shares outstanding - basic and diluted
|
|
15,569
|
|
|
15,400
|
|
|
15,504
|
|
|
15,389
|
|
|
|
Gross Intangibles
|
|
Accumulated Amortization
|
|
Net Intangibles
|
|
Weighted Average Amortization Period (years)
|
|||||||
Developed technology
|
|
$
|
390
|
|
|
$
|
122
|
|
|
$
|
268
|
|
|
3.27
|
|
Customer relationships
|
|
7,550
|
|
|
630
|
|
|
6,920
|
|
|
4.26
|
|
|||
Trade names
|
|
1,050
|
|
|
95
|
|
|
955
|
|
|
3.32
|
|
|||
Noncompete agreement
|
|
10
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|||
|
|
$
|
9,000
|
|
|
$
|
857
|
|
|
$
|
8,143
|
|
|
4.12
|
|
|
|
|
||
Year Ending December 31,
|
|
Amount
|
||
Remainder of 2015
|
|
$
|
296
|
|
2016
|
|
1,150
|
|
|
2017
|
|
1,140
|
|
|
2018
|
|
1,140
|
|
|
2019
|
|
1,131
|
|
|
Thereafter
|
|
3,286
|
|
|
|
|||||||||||||||||||
|
|
Jonesboro
|
|
Costa Rica
|
|
Kansas City
|
|
Corporate
|
|
Total
|
||||||||||
Balance as of December 31, 2014
|
|
$
|
64
|
|
|
$
|
9
|
|
|
—
|
|
|
$
|
32
|
|
|
$
|
105
|
|
|
Expense (reversal)
|
|
(14
|
)
|
|
—
|
|
|
96
|
|
|
1,531
|
|
|
1,613
|
|
|||||
Payments
|
|
(36
|
)
|
|
(9
|
)
|
|
—
|
|
|
(367
|
)
|
|
(412
|
)
|
|||||
Balance as of September 30, 2015
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
96
|
|
|
$
|
1,196
|
|
|
$
|
1,306
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||||||
|
|
Revenue
|
|
Percentage
|
|
Revenue
|
|
Percentage
|
|
Revenue
|
|
Percentage
|
|
Revenue
|
|
Percentage
|
||||||||||||
T-Mobile USA, Inc., a subsidiary of Deutsche Telekom (2)
|
|
$
|
16,330
|
|
|
22.4
|
%
|
|
$
|
19,594
|
|
|
31.9
|
%
|
|
$
|
51,453
|
|
|
25.7
|
%
|
|
$
|
57,018
|
|
|
30.7
|
%
|
AT&T Services, Inc. and AT&T Mobility, LLC, subsidiaries of AT&T, Inc. (1)
|
|
$
|
7,422
|
|
|
10.2
|
%
|
|
$
|
13,598
|
|
|
22.1
|
%
|
|
$
|
26,232
|
|
|
13.1
|
%
|
|
$
|
42,695
|
|
|
23.0
|
%
|
Comcast Cable Communications Management, LLC, subsidiary of Comcast Corporation (2)
|
|
$
|
7,590
|
|
|
10.4
|
%
|
|
$
|
9,087
|
|
|
14.8
|
%
|
|
$
|
24,399
|
|
|
12.2
|
%
|
|
$
|
30,824
|
|
|
16.6
|
%
|
|
Local Currency Notional Amount
|
|
U.S. Dollar Notional Amount
|
|||
Canadian Dollar
|
6,390
|
|
|
$
|
5,233
|
|
Philippine Peso
|
846,330
|
|
|
18,722
|
|
|
|
|
|
$
|
23,955
|
|
|
Assets and Liabilities Measured at Fair Value
on a Recurring Basis as of September 30, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
5
|
|
Total fair value of assets measured on a recurring basis
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
$
|
—
|
|
|
$
|
1,132
|
|
|
$
|
—
|
|
|
$
|
1,132
|
|
Total fair value of liabilities measured on a recurring basis
|
$
|
—
|
|
|
$
|
1,132
|
|
|
$
|
—
|
|
|
$
|
1,132
|
|
|
Assets and Liabilities Measured at Fair Value
on a Recurring Basis as of December 31, 2014 |
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
$
|
—
|
|
|
$
|
48
|
|
|
$
|
—
|
|
|
$
|
48
|
|
Total fair value of assets measured on a recurring basis
|
$
|
—
|
|
|
$
|
48
|
|
|
$
|
—
|
|
|
$
|
48
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
$
|
—
|
|
|
$
|
1,250
|
|
|
$
|
—
|
|
|
$
|
1,250
|
|
Total fair value of liabilities measured on a recurring basis
|
$
|
—
|
|
|
$
|
1,250
|
|
|
$
|
—
|
|
|
$
|
1,250
|
|
|
Liabilities Measured at Fair Value on a
Non-Recurring Basis as of September 30, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accrued restructuring costs
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,305
|
|
|
$
|
1,305
|
|
Total fair value of liabilities measured on a non-recurring basis
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,305
|
|
|
$
|
1,305
|
|
|
Liabilities Measured at Fair Value on a
Non-Recurring Basis as of December 31, 2014
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accrued restructuring costs
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
105
|
|
|
$
|
105
|
|
Total fair value of liabilities measured on a non-recurring basis
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
105
|
|
|
$
|
105
|
|
|
Foreign Currency Translation Adjustment
|
|
Derivatives Accounted for as Cash Flow Hedges
|
|
Total
|
||||||
Balance at December 31, 2014
|
$
|
1,486
|
|
|
$
|
(2,311
|
)
|
|
$
|
(825
|
)
|
Foreign currency translation
|
59
|
|
|
—
|
|
|
59
|
|
|||
Reclassification to operations
|
—
|
|
|
1,825
|
|
|
1,825
|
|
|||
Unrealized gains (losses)
|
—
|
|
|
(1,748
|
)
|
|
(1,748
|
)
|
|||
Balance at September 30, 2015
|
$
|
1,545
|
|
|
$
|
(2,234
|
)
|
|
$
|
(689
|
)
|
Details about Accumulated Other Comprehensive Loss Components
|
|
Amount Reclassified from Accumulated Other Comprehensive Loss
|
|
Affected Line Item in the Consolidated Statements of Operations and Comprehensive Loss
|
||||||||||||||
|
|
Three Months Ended September 30,
|
|
Nine Months Ended
September 30,
|
|
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
|
||||||||
Losses on cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
$
|
682
|
|
|
$
|
324
|
|
|
$
|
1,682
|
|
|
$2,215
|
|
Cost of services
|
||
Foreign exchange contracts
|
|
62
|
|
|
17
|
|
|
143
|
|
|
152
|
|
|
Selling, general and administrative expenses
|
||||
Total reclassifications for the period
|
|
$
|
744
|
|
|
$
|
341
|
|
|
$
|
1,825
|
|
|
$
|
2,367
|
|
|
|
|
For the Three Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
||||||||||
|
(in 000s)
|
|
(% of Total)
|
|
(in 000s)
|
|
(% of Total)
|
||||||
Domestic:
|
|
|
|
|
|
|
|
|
|
|
|
||
Revenue
|
$
|
44,552
|
|
|
61.2
|
%
|
|
$
|
30,703
|
|
|
50.0
|
%
|
Cost of services
|
44,236
|
|
|
63.6
|
%
|
|
27,662
|
|
|
52.8
|
%
|
||
Gross profit
|
$
|
316
|
|
|
10.0
|
%
|
|
$
|
3,041
|
|
|
33.6
|
%
|
Gross profit %
|
0.7
|
%
|
|
|
|
|
9.9
|
%
|
|
|
|
||
Offshore:
|
|
|
|
|
|
|
|
|
|
|
|
||
Revenue
|
$
|
17,141
|
|
|
23.6
|
%
|
|
$
|
22,469
|
|
|
36.6
|
%
|
Cost of services
|
15,905
|
|
|
22.9
|
%
|
|
17,387
|
|
|
33.2
|
%
|
||
Gross profit
|
$
|
1,236
|
|
|
39.1
|
%
|
|
$
|
5,082
|
|
|
56.2
|
%
|
Gross profit %
|
7.2
|
%
|
|
|
|
|
22.6
|
%
|
|
|
|
||
Nearshore:
|
|
|
|
|
|
|
|
|
|
|
|
||
Revenue
|
$
|
11,063
|
|
|
15.2
|
%
|
|
$
|
8,266
|
|
|
13.5
|
%
|
Cost of services
|
9,456
|
|
|
13.6
|
%
|
|
7,344
|
|
|
14.0
|
%
|
||
Gross profit
|
$
|
1,607
|
|
|
50.9
|
%
|
|
$
|
922
|
|
|
10.2
|
%
|
Gross profit %
|
14.5
|
%
|
|
|
|
|
11.2
|
%
|
|
|
|
||
Company Total:
|
|
|
|
|
|
|
|
|
|
|
|
||
Revenue
|
$
|
72,756
|
|
|
100.0
|
%
|
|
$
|
61,438
|
|
|
100.0
|
%
|
Cost of services
|
69,597
|
|
|
100.0
|
%
|
|
52,393
|
|
|
100.0
|
%
|
||
Gross profit
|
$
|
3,159
|
|
|
100.0
|
%
|
|
$
|
9,045
|
|
|
100.0
|
%
|
Gross profit %
|
4.3
|
%
|
|
|
|
|
14.7
|
%
|
|
|
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
||||||||||
|
(in 000s)
|
|
(% of Total)
|
|
(in 000s)
|
|
(% of Total)
|
||||||
Domestic:
|
|
|
|
|
|
|
|
|
|
|
|
||
Revenue
|
$
|
117,281
|
|
|
58.7
|
%
|
|
$
|
94,941
|
|
|
51.1
|
%
|
Cost of services
|
112,341
|
|
|
60.6
|
%
|
|
84,716
|
|
|
52.0
|
%
|
||
Gross profit
|
$
|
4,940
|
|
|
33.9
|
%
|
|
$
|
10,225
|
|
|
44.5
|
%
|
Gross profit %
|
4.2
|
%
|
|
|
|
|
10.8
|
%
|
|
|
|
||
Offshore:
|
|
|
|
|
|
|
|
|
|
|
|
||
Revenue
|
$
|
55,599
|
|
|
27.8
|
%
|
|
$
|
64,558
|
|
|
34.7
|
%
|
Cost of services
|
50,030
|
|
|
27.0
|
%
|
|
53,242
|
|
|
32.7
|
%
|
||
Gross profit
|
$
|
5,569
|
|
|
38.2
|
%
|
|
$
|
11,316
|
|
|
49.3
|
%
|
Gross profit %
|
10.0
|
%
|
|
|
|
|
17.5
|
%
|
|
|
|
||
Nearshore:
|
|
|
|
|
|
|
|
|
|
|
|
||
Revenue
|
$
|
26,994
|
|
|
13.5
|
%
|
|
$
|
26,402
|
|
|
14.2
|
%
|
Cost of services
|
22,913
|
|
|
12.4
|
%
|
|
24,988
|
|
|
15.3
|
%
|
||
Gross profit
|
$
|
4,081
|
|
|
28.0
|
%
|
|
$
|
1,414
|
|
|
6.2
|
%
|
Gross profit %
|
15.1
|
%
|
|
|
|
|
5.4
|
%
|
|
|
|
||
Company Total:
|
|
|
|
|
|
|
|
|
|
|
|
||
Revenue
|
$
|
199,874
|
|
|
100.0
|
%
|
|
$
|
185,901
|
|
|
100.0
|
%
|
Cost of services
|
185,284
|
|
|
100.0
|
%
|
|
162,946
|
|
|
100.0
|
%
|
||
Gross profit
|
$
|
14,590
|
|
|
100.0
|
%
|
|
$
|
22,955
|
|
|
100.0
|
%
|
Gross profit %
|
7.3
|
%
|
|
|
|
|
12.3
|
%
|
|
|
|
•
|
$0.3 million for employee- and facility-related costs related to closed facilities;
|
•
|
$1.5 million for corporate restructuring primarily due to the ACCENT acquisition; and
|
•
|
$1.4 million for outsourcing our data centers.
|
•
|
$0.5 million for employee-related and facility-related costs due to the closure of the Jonesboro, Arkansas facility;
|
•
|
$1.4 million for employee-related costs and facility-related costs due to the closure of the Heredia, Costa Rica facility;
|
•
|
$0.3 million for corporate restructuring; and
|
•
|
$1.3 million for outsourcing our data centers.
|
Exhibit
|
|
|
|
Incorporated Herein by Reference
|
|||||
No.
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
2.1
|
|
|
Membership Interest Purchase Agreement, dated as of May 11, 2015, by and among StarTek, Inc. MDC Corporate (US) Inc. and MDC Acquisition Inc. (excluding schedules and exhibits, which StarTek, Inc. agrees to furnish supplementally to the Securities and Exchange Commission upon request).
|
|
8-K
|
|
2.1
|
|
5/12/2015
|
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*
|
|
|
Second Amendment to Credit Agreement, by and among BMO Harris Bank N.A, and StarTek, Inc.
|
|
|
|
|
|
|
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 Three and Nine Months Ended September 30, 2015 and 2014 (Unaudited), (ii) Consolidated Balance Sheets as of September 30, 2015 (Unaudited) and December 31, 2014, (iii) Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2015 and 2014 (Unaudited) and (iv) Notes to Consolidated Financial Statements (Unaudited)
|
|
|
|
|
|
|
*
|
|
Filed with this Form 10-Q.
|
STARTEK, INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ CHAD A. CARLSON
|
Date: November 6, 2015
|
|
Chad A. Carlson
|
|
|
President and Chief Executive Officer
|
|
|
(principal executive officer)
|
|
|
|
|
|
|
|
By:
|
/s/ LISA A. WEAVER
|
Date: November 6, 2015
|
|
Lisa A. Weaver
|
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|
|
|
(principal financial and accounting officer)
|
|
Period
|
Amount
|
One month ending October 31, 2015
|
$709,000
|
Two months ending November 30, 2015
|
$1,299,000
|
Three months ending December 31, 2015
|
$2,090,000
|
|
3
|
|
|
Borrowers
:
STARTEK, INC. , a Delaware Corporation By: /s/ Chad A. Carlson Chad A. Carlson
President and Chief Executive Officer
|
|
STARTEK HEALTH SERVICES
,
INC.
, a Colorado Corporation
By: /s/ Chad A. Carlson Chad A. Carlson
President and Chief Executive Officer
|
|
STARTEK USA, INC.
a Colorado Corporation By: /s/ Chad A. Carlson Chad A. Carlson
President and Chief Executive Officer
|
|
GUARANTOR
:
COLLECTION CENTER, INC.
,
a North Dakota Corporation By: /s/ Doug Tackett Doug Tackett
Secretary
|
|
4
|
|
ADMINISTRATIVE AGENT:
|
BMO HARRIS BANK N.A.,
as Administrative Agent
By: /s/ Quinn Heiden Quinn Heiden
Director
|
LENDERS:
|
BMO HARRIS BANK N.A.,
as a Lender, L/C Issuer and Swing Line Lender
By: /s/ Quinn Heiden Quinn Heiden
Director
|
|
|
Date: November 6, 2015
|
/s/ CHAD A. CARLSON
|
|
Chad A. Carlson
|
|
President and Chief Executive Officer
|
|
|
Date: November 6, 2015
|
/s/ LISA A. WEAVER
|
|
Lisa A. Weaver
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|
|
|
Date: November 6, 2015
|
/s/ CHAD A. CARLSON
|
|
Chad A. Carlson
|
|
President and Chief Executive Officer
|
|
|
Date: November 6, 2015
|
/s/ LISA A. WEAVER
|
|
Lisa A. Weaver
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|