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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
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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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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Year Ended December 31,
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|||||
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2015
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2014
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2013
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|||
T-Mobile USA, Inc., a subsidiary of Deutsche Telekom
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24.6
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%
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30.7
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%
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27.7
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%
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AT&T Services, Inc. and AT&T Mobility, LLC, subsidiaries of AT&T, Inc.
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12.4
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%
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22.1
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%
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25.3
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%
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Comcast Cable Communications Management, LLC, subsidiary of Comcast Corporation
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11.3
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%
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16.3
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%
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19.8
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%
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•
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difficulties and costs of staffing and managing 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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Approximate
Square Feet |
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Domestic:
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U.S. Facilities
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Bismarck, North Dakota
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3,200
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Colorado Springs, Colorado
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41,000
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Farmington, Missouri
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33,800
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Grand Junction, Colorado
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54,500
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Greeley, Colorado
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35,000
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Greenwood Village, Colorado
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14,100
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Hamilton, Ohio
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40,200
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Hot Springs, Arkansas
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38,800
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Jeffersonville, Indiana
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34,000
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Lutz, Florida
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6,300
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Lynchburg, Virginia
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41,300
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Mansfield, Ohio
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50,000
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Myrtle Beach, South Carolina
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54,500
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Tell City, Indiana
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25,280
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Canadian Facilities
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Kingston, Ontario
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49,000
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Offshore:
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Philippine Facilities
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Angeles City, Philippines
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61,100
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Frontera Verde, Philippines
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99,200
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Iloilo, Philippines
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97,400
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Makati City, Philippines
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78,400
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Nearshore:
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Honduras Facilities
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San Pedro Sula, Honduras
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65,200
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Tegucigalpa, Honduras
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30,100
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Jamaican Facility
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Kingston, Jamaica
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25,300
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High
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Low
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2015
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First Quarter
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$10.12
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$7.40
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Second Quarter
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$8.51
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$5.75
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Third Quarter
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$6.05
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$2.86
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Fourth Quarter
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$4.72
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$3.25
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2014
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First Quarter
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$7.15
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$6.01
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Second Quarter
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$7.83
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$6.65
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Third Quarter
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$7.85
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$6.51
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Fourth Quarter
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$9.85
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$7.18
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2013
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First Quarter
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$5.99
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$3.93
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Second Quarter
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$7.24
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$4.14
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Third Quarter
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$6.51
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$4.58
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Fourth Quarter
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$6.60
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$5.84
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Year Ended December 31,
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||||||||||||||||
Consolidated Statement of Operations Data
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2015
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2014
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2013
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2012
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2011
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(In thousands, except per share data)
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||||||||||||||||
Revenue
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$
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282,134
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$
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250,080
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$
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231,257
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198,092
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219,493
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Cost of services
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257,830
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219,608
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206,932
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175,095
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203,284
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|||
Gross profit
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24,304
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30,472
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24,325
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22,997
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16,209
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Selling, general and administrative expenses
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34,427
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31,397
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28,828
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29,645
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37,334
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|||
Impairment losses and restructuring charges, net
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3,890
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3,965
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|
94
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4,066
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5,496
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|||
Operating loss
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(14,013
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)
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(4,890
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)
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(4,597
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)
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(10,714
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)
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(26,621
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)
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|||
Interest and other income (expense), net
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(1,139
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)
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(6
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)
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(1,579
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)
|
|
342
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|
33
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|||
Loss before income taxes
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(15,152
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)
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(4,896
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)
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(6,176
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)
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(10,372
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)
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(26,588
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)
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|||
Income tax expense
|
464
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|
564
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|
230
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116
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(126
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)
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|||
Net loss
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$
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(15,616
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)
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|
$
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(5,460
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)
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|
$
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(6,406
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)
|
|
(10,488
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)
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(26,462
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)
|
|
|
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||||||||
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||||||||
Net income (loss) per share from continuing operations:
|
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||||||||
Basic
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(1.01
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)
|
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(0.35
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)
|
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(0.42
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)
|
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(0.69
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)
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(1.75
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)
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|||
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||||||||
Weighted average shares outstanding
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|
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||||||||
Basic
|
15,529
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|
15,394
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|
|
15,339
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|
|
15,241
|
|
|
15,084
|
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|||
|
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||||||||
Balance Sheet Data
|
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||||||||
Total assets
|
$
|
115,674
|
|
|
$
|
93,793
|
|
|
$
|
89,717
|
|
|
93,132
|
|
|
101,433
|
|
Long term liabilities
|
10,052
|
|
|
7,440
|
|
|
3,045
|
|
|
2,974
|
|
|
3,586
|
|
|||
Total stockholders' equity
|
41,925
|
|
|
54,681
|
|
|
58,174
|
|
|
66,279
|
|
|
74,362
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Other Selected Financial Data
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures, net of proceeds
|
7,722
|
|
|
11,661
|
|
|
8,843
|
|
|
7,305
|
|
|
8,958
|
|
|||
Depreciation and amortization
|
13,261
|
|
|
10,379
|
|
|
12,527
|
|
|
12,957
|
|
|
15,750
|
|
|||
Cash dividends declared per common share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
For the Years Ended December 31,
|
||||||||||||
|
2015
|
|
2014
|
||||||||||
|
(in 000s)
|
|
(% of Total)
|
|
(in 000s)
|
|
(% of Total)
|
||||||
Domestic:
|
|
|
|
|
|
|
|
|
|
||||
Revenue
|
$
|
169,945
|
|
|
60.2
|
%
|
|
$
|
130,574
|
|
|
52.2
|
%
|
Cost of services
|
158,331
|
|
|
61.4
|
%
|
|
117,634
|
|
|
53.6
|
%
|
||
Gross profit
|
$
|
11,614
|
|
|
47.8
|
%
|
|
$
|
12,940
|
|
|
42.5
|
%
|
Gross profit %
|
6.8
|
%
|
|
|
|
|
9.9
|
%
|
|
|
|
||
Offshore
|
|
|
|
|
|
|
|
|
|
|
|
||
Revenue
|
72,914
|
|
|
25.8
|
%
|
|
85,785
|
|
|
34.3
|
%
|
||
Cost of services
|
66,242
|
|
|
25.7
|
%
|
|
70,593
|
|
|
32.1
|
%
|
||
Gross profit
|
$
|
6,672
|
|
|
27.5
|
%
|
|
$
|
15,192
|
|
|
49.9
|
%
|
Gross profit %
|
9.2
|
%
|
|
|
|
|
17.7
|
%
|
|
|
|
||
Nearshore
|
|
|
|
|
|
|
|
|
|
|
|
||
Revenue
|
39,275
|
|
|
13.9
|
%
|
|
33,721
|
|
|
13.5
|
%
|
||
Cost of services
|
33,257
|
|
|
12.9
|
%
|
|
31,381
|
|
|
14.3
|
%
|
||
Gross profit
|
$
|
6,018
|
|
|
24.8
|
%
|
|
$
|
2,340
|
|
|
7.7
|
%
|
Gross profit %
|
15.3
|
%
|
|
|
|
|
6.9
|
%
|
|
|
|
||
Company Total:
|
|
|
|
|
|
|
|
|
|
|
|
||
Revenue
|
$
|
282,134
|
|
|
100.0
|
%
|
|
$
|
250,080
|
|
|
100.0
|
%
|
Cost of services
|
257,830
|
|
|
100.0
|
%
|
|
219,608
|
|
|
100.0
|
%
|
||
Gross profit
|
$
|
24,304
|
|
|
100.0
|
%
|
|
$
|
30,472
|
|
|
100.0
|
%
|
Gross profit %
|
8.6
|
%
|
|
|
|
12.2
|
%
|
|
|
•
|
$1.7 million in the Domestic segment primarily due to the acquisition of ACCENT and closure of three sites;
|
•
|
$0.4 million in the Offshore and Nearshore segments related to various corporate cost cutting measures; and
|
•
|
$1.5 million related to the IT transformation project which concluded in third quarter 2015.
|
|
For the Years Ended December 31,
|
||||||||||||
|
2014
|
|
2013
|
||||||||||
|
(in 000s)
|
|
(% of Total)
|
|
(in 000s)
|
|
(% of Total)
|
||||||
Domestic:
|
|
|
|
|
|
|
|
|
|
||||
Revenue
|
$
|
130,574
|
|
|
52.2
|
%
|
|
$
|
120,928
|
|
|
52.3
|
%
|
Cost of services
|
117,634
|
|
|
53.6
|
%
|
|
107,637
|
|
|
52.0
|
%
|
||
Gross profit
|
$
|
12,940
|
|
|
42.5
|
%
|
|
$
|
13,291
|
|
|
54.6
|
%
|
Gross profit %
|
9.9
|
%
|
|
|
|
|
11.0
|
%
|
|
|
|
||
Offshore
|
|
|
|
|
|
|
|
|
|
|
|
||
Revenue
|
85,785
|
|
|
34.3
|
%
|
|
$
|
81,082
|
|
|
35.1
|
%
|
|
Cost of services
|
70,593
|
|
|
32.1
|
%
|
|
71,108
|
|
|
34.4
|
%
|
||
Gross profit
|
$
|
15,192
|
|
|
49.9
|
%
|
|
$
|
9,974
|
|
|
41.0
|
%
|
Gross profit %
|
17.7
|
%
|
|
|
|
|
12.3
|
%
|
|
|
|
||
Nearshore
|
|
|
|
|
|
|
|
|
|
|
|
||
Revenue
|
33,721
|
|
|
13.5
|
%
|
|
$
|
29,247
|
|
|
12.6
|
%
|
|
Cost of services
|
31,381
|
|
|
14.3
|
%
|
|
28,187
|
|
|
13.6
|
%
|
||
Gross profit
|
$
|
2,340
|
|
|
7.7
|
%
|
|
$
|
1,060
|
|
|
4.4
|
%
|
Gross profit %
|
6.9
|
%
|
|
|
|
|
3.6
|
%
|
|
|
|
||
Company Total:
|
|
|
|
|
|
|
|
|
|
|
|
||
Revenue
|
$
|
250,080
|
|
|
100.0
|
%
|
|
$
|
231,257
|
|
|
100.0
|
%
|
Cost of services
|
219,608
|
|
|
100.0
|
%
|
|
206,932
|
|
|
100.0
|
%
|
||
Gross profit
|
$
|
30,472
|
|
|
100.0
|
%
|
|
$
|
24,325
|
|
|
100.0
|
%
|
Gross profit %
|
12.2
|
%
|
|
|
|
10.5
|
%
|
|
|
•
|
$0.8 million for employee related and facility costs due to the closure of the Jonesboro, Arkansas facility, offset by a gain of $0.2 million for the early termination of our lease;
|
•
|
$1.3 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
|
•
|
$1.7 million for outsourcing our data centers.
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
Operating leases
|
11,844
|
|
|
10,879
|
|
|
7,966
|
|
|
4,010
|
|
|
797
|
|
|
25
|
|
|
35,522
|
|
|||||||
Capital leases
|
2,646
|
|
|
2,335
|
|
|
2,237
|
|
|
2,076
|
|
|
492
|
|
|
—
|
|
|
9,785
|
|
|||||||
Notes payable
|
1,436
|
|
|
566
|
|
|
566
|
|
|
566
|
|
|
330
|
|
|
—
|
|
|
3,466
|
|
|||||||
Purchase obligations
(1)
|
9,731
|
|
|
4,962
|
|
|
2,302
|
|
|
80
|
|
|
80
|
|
|
27
|
|
|
17,182
|
|
|||||||
Line of Credit
|
783
|
|
|
783
|
|
|
783
|
|
|
783
|
|
|
32,475
|
|
|
—
|
|
|
35,606
|
|
|||||||
Total contractual obligations
|
$
|
26,441
|
|
|
$
|
19,525
|
|
|
$
|
13,854
|
|
|
$
|
7,516
|
|
|
$
|
34,174
|
|
|
$
|
52
|
|
|
$
|
101,562
|
|
Reports of Independent Registered Public Accounting Firms
|
Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2015, 2014, and 2013
|
Consolidated Balance Sheets as of December 31, 2015 and 2014
|
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014, and 2013
|
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2015, 2014, and 2013
|
Notes to Consolidated Financial Statements
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue
|
|
$
|
282,134
|
|
|
$
|
250,080
|
|
|
$
|
231,257
|
|
Cost of services
|
|
257,830
|
|
|
219,608
|
|
|
206,932
|
|
|||
Gross profit
|
|
24,304
|
|
|
30,472
|
|
|
24,325
|
|
|||
Selling, general and administrative expenses
|
|
34,427
|
|
|
31,397
|
|
|
28,828
|
|
|||
Impairment losses and restructuring charges, net
|
|
3,890
|
|
|
3,965
|
|
|
94
|
|
|||
Operating loss
|
|
(14,013
|
)
|
|
(4,890
|
)
|
|
(4,597
|
)
|
|||
Interest and other income (expense), net
|
|
(1,139
|
)
|
|
(6
|
)
|
|
(1,579
|
)
|
|||
Loss before income taxes
|
|
(15,152
|
)
|
|
(4,896
|
)
|
|
(6,176
|
)
|
|||
Income tax expense
|
|
464
|
|
|
564
|
|
|
230
|
|
|||
Net loss
|
|
$
|
(15,616
|
)
|
|
$
|
(5,460
|
)
|
|
$
|
(6,406
|
)
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
(47
|
)
|
|
(415
|
)
|
|
(898
|
)
|
|||
Change in fair value of derivative instruments
|
|
(427
|
)
|
|
599
|
|
|
(2,640
|
)
|
|||
Comprehensive loss
|
|
$
|
(16,090
|
)
|
|
$
|
(5,276
|
)
|
|
$
|
(9,944
|
)
|
|
|
|
|
|
|
|
||||||
Net loss per common share - basic and diluted
|
|
$
|
(1.01
|
)
|
|
$
|
(0.35
|
)
|
|
$
|
(0.42
|
)
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding - basic and diluted
|
|
15,529
|
|
|
15,394
|
|
|
15,339
|
|
|
|
As of December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
ASSETS
|
|
|
|
|
|
|||
Current assets:
|
|
|
|
|
|
|||
Cash and cash equivalents
|
|
$
|
2,626
|
|
|
$
|
5,306
|
|
Trade accounts receivable, net
|
|
57,940
|
|
|
46,103
|
|
||
Derivative asset
|
|
—
|
|
|
48
|
|
||
Prepaid expenses
|
|
2,019
|
|
|
2,257
|
|
||
Other current assets
|
|
1,433
|
|
|
794
|
|
||
Total current assets
|
|
64,018
|
|
|
54,508
|
|
||
Property, plant and equipment, net
|
|
30,364
|
|
|
28,180
|
|
||
Long-term deferred income tax assets
|
|
1,349
|
|
|
1,429
|
|
||
Intangible assets, net
|
|
7,847
|
|
|
2,609
|
|
||
Goodwill
|
|
9,148
|
|
|
4,136
|
|
||
Other long-term assets
|
|
2,948
|
|
|
2,931
|
|
||
Total assets
|
|
$
|
115,674
|
|
|
$
|
93,793
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|||
Current liabilities:
|
|
|
|
|
|
|||
Accounts payable
|
|
$
|
9,470
|
|
|
$
|
10,434
|
|
Accrued liabilities:
|
|
|
|
|
|
|||
Accrued employee compensation and benefits
|
|
12,066
|
|
|
7,831
|
|
||
Other accrued liabilities
|
|
3,103
|
|
|
3,040
|
|
||
Line of Credit
|
|
32,214
|
|
|
4,640
|
|
||
Derivative liability
|
|
524
|
|
|
1,250
|
|
||
Deferred income tax liabilities
|
|
1,263
|
|
|
965
|
|
||
Other current debt
|
|
3,497
|
|
|
2,170
|
|
||
Other current liabilities
|
|
1,560
|
|
|
1,342
|
|
||
Total current liabilities
|
|
63,697
|
|
|
31,672
|
|
||
Deferred rent
|
|
1,629
|
|
|
1,593
|
|
||
Other debt
|
|
8,189
|
|
|
4,770
|
|
||
Other liabilities
|
|
234
|
|
|
1,077
|
|
||
Total liabilities
|
|
73,749
|
|
|
39,112
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|||
Stockholders’ equity:
|
|
|
|
|
|
|||
Common stock, 32,000,000 non-convertible shares, $0.01 par value, authorized; 15,699,398 and 15,414,803 shares issued and outstanding at December 31, 2015 and 2014, respectively
|
|
157
|
|
|
154
|
|
||
Additional paid-in capital
|
|
78,439
|
|
|
76,056
|
|
||
Accumulated other comprehensive loss
|
|
(351
|
)
|
|
(825
|
)
|
||
Accumulated deficit
|
|
(36,320
|
)
|
|
(20,704
|
)
|
||
Total stockholders’ equity
|
|
41,925
|
|
|
54,681
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
115,674
|
|
|
$
|
93,793
|
|
(In thousands)
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Operating Activities
|
|
|
|
|
|
|
|
|
||||
Net loss
|
|
$
|
(15,616
|
)
|
|
$
|
(5,460
|
)
|
|
$
|
(6,406
|
)
|
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
|
13,261
|
|
|
10,379
|
|
|
12,527
|
|
|||
Impairment losses
|
|
323
|
|
|
—
|
|
|
531
|
|
|||
(Gains) losses on disposal of assets
|
|
(509
|
)
|
|
(136
|
)
|
|
1,074
|
|
|||
Gain on dissolution of subsidiary
|
|
—
|
|
|
(413
|
)
|
|
—
|
|
|||
Loss on sale leaseback transaction
|
|
—
|
|
|
—
|
|
|
475
|
|
|||
Share-based compensation expense
|
|
1,469
|
|
|
1,625
|
|
|
1,607
|
|
|||
Amortization of deferred gain on sale leaseback transaction
|
|
(168
|
)
|
|
(276
|
)
|
|
(273
|
)
|
|||
Deferred income taxes
|
|
210
|
|
|
993
|
|
|
166
|
|
|||
Income tax benefit related to other comprehensive income
|
|
(282
|
)
|
|
(117
|
)
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
||||
Trade accounts receivable, net
|
|
(2,448
|
)
|
|
(2,444
|
)
|
|
(2,711
|
)
|
|||
Prepaid expenses and other assets
|
|
(490
|
)
|
|
1,389
|
|
|
(1,958
|
)
|
|||
Accounts payable
|
|
764
|
|
|
948
|
|
|
435
|
|
|||
Accrued and other liabilities
|
|
(1,150
|
)
|
|
(2,108
|
)
|
|
775
|
|
|||
Net cash (used in) provided by operating activities
|
|
(4,636
|
)
|
|
4,380
|
|
|
6,242
|
|
|||
|
|
|
|
|
|
|
||||||
Investing Activities
|
|
|
|
|
|
|
|
|
||||
Proceeds from note receivable
|
|
—
|
|
|
645
|
|
|
658
|
|
|||
Proceeds from sale of assets
|
|
982
|
|
|
1,135
|
|
|
3,394
|
|
|||
Proceeds from sale leaseback transaction
|
|
—
|
|
|
—
|
|
|
1,337
|
|
|||
Purchases of property, plant and equipment
|
|
(7,722
|
)
|
|
(11,661
|
)
|
|
(8,843
|
)
|
|||
Cash paid for acquisitions of businesses
|
|
(18,258
|
)
|
|
(3,419
|
)
|
|
(2,097
|
)
|
|||
Net cash used in investing activities
|
|
(24,998
|
)
|
|
(13,300
|
)
|
|
(5,551
|
)
|
|||
|
|
|
|
|
|
|
||||||
Financing Activities
|
|
|
|
|
|
|
|
|
||||
Proceeds from stock option exercises
|
|
736
|
|
|
41
|
|
|
141
|
|
|||
Proceeds from line of credit
|
|
318,890
|
|
|
170,447
|
|
|
41,390
|
|
|||
Principal payments on line of credit
|
|
(291,316
|
)
|
|
(166,807
|
)
|
|
(40,390
|
)
|
|||
Payment of payroll taxes relating to vesting of restricted stock
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||
Net proceeds from the issuance of common stock
|
|
181
|
|
|
118
|
|
|
97
|
|
|||
Principal payments on long-term debt
|
|
(373
|
)
|
|
(183
|
)
|
|
—
|
|
|||
Principal payments on capital lease obligations
|
|
(1,599
|
)
|
|
(200
|
)
|
|
(19
|
)
|
|||
Net cash provided by financing activities
|
|
26,519
|
|
|
3,416
|
|
|
1,213
|
|
|||
Effect of exchange rate changes on cash
|
|
435
|
|
|
(179
|
)
|
|
(98
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
|
(2,680
|
)
|
|
(5,683
|
)
|
|
1,806
|
|
|||
Cash and cash equivalents at beginning of period
|
|
$
|
5,306
|
|
|
$
|
10,989
|
|
|
$
|
9,183
|
|
Cash and cash equivalents at end of period
|
|
$
|
2,626
|
|
|
$
|
5,306
|
|
|
$
|
10,989
|
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|
|
|
|
|
||||
Cash paid for interest
|
|
$
|
1,601
|
|
|
$
|
548
|
|
|
$
|
54
|
|
Cash paid for income taxes
|
|
$
|
348
|
|
|
$
|
60
|
|
|
$
|
533
|
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosure of Noncash Investing Activities
|
|
|
|
|
|
|
||||||
Assets acquired through capital lease and direct financing
|
|
$
|
7,388
|
|
|
$
|
4,879
|
|
|
$
|
1,413
|
|
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Accumulated Deficit
|
|
Total Stockholders' Equity
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balance, January 1, 2013
|
|
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 loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,538
|
)
|
|
—
|
|
|
(3,538
|
)
|
|||||
Balance, December 31, 2013
|
|
15,368,356
|
|
|
$
|
154
|
|
|
$
|
74,273
|
|
|
$
|
(1,009
|
)
|
|
$
|
(15,244
|
)
|
|
$
|
58,174
|
|
Stock options exercised
|
|
14,383
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|||||
Stock issued for services
|
|
12,670
|
|
|
—
|
|
|
90
|
|
|
—
|
|
|
—
|
|
|
90
|
|
|||||
Issuance of common stock pursuant to Employee Stock Purchase Plan
|
|
19,394
|
|
|
—
|
|
|
117
|
|
|
—
|
|
|
—
|
|
|
117
|
|
|||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
1,535
|
|
|
—
|
|
|
—
|
|
|
1,535
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,460
|
)
|
|
(5,460
|
)
|
|||||
Change in accumulated other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
184
|
|
|
—
|
|
|
184
|
|
|||||
Balance, December 31, 2014
|
|
15,414,803
|
|
|
$
|
154
|
|
|
$
|
76,056
|
|
|
$
|
(825
|
)
|
|
$
|
(20,704
|
)
|
|
$
|
54,681
|
|
Stock options exercised
|
|
236,049
|
|
|
2
|
|
|
734
|
|
|
—
|
|
|
—
|
|
|
736
|
|
|||||
Stock issued for services
|
|
2,319
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|||||
Issuance of common stock pursuant to Employee Stock Purchase Plan
|
|
46,227
|
|
|
1
|
|
|
180
|
|
|
—
|
|
|
—
|
|
|
181
|
|
|||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
1,447
|
|
|
—
|
|
|
—
|
|
|
1,447
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,616
|
)
|
|
(15,616
|
)
|
|||||
Change in accumulated other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
474
|
|
|
—
|
|
|
474
|
|
|||||
Balance, December 31, 2015
|
|
15,699,398
|
|
|
$
|
157
|
|
|
$
|
78,439
|
|
|
$
|
(351
|
)
|
|
$
|
(36,320
|
)
|
|
$
|
41,925
|
|
|
Estimated Useful Life
|
Buildings and building improvements
|
10-30 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
|
3-10 years
|
Trade name
|
6-7 years
|
Noncompete agreement
|
2 years
|
|
Amount
|
||
Cash
|
$
|
16,000
|
|
Working capital adjustment
|
1,492
|
|
|
Total allocable purchase price
|
$
|
17,492
|
|
|
|
||
Accounts receivable
|
9,441
|
|
|
Fixed assets
|
2,649
|
|
|
Prepaid expenses and other assets
|
201
|
|
|
Customer relationships
|
5,240
|
|
|
Trade name
|
850
|
|
|
Goodwill
|
5,012
|
|
|
Accounts payable
|
(5,574
|
)
|
|
Other accrued expenses and current liabilities
|
(327
|
)
|
|
Total preliminary purchase price allocation
|
$
|
17,492
|
|
|
|
From June 1, 2015 Through December 31, 2015
|
||
Revenues
|
|
$
|
40,421
|
|
Net loss
|
|
$
|
(411
|
)
|
|
|
Twelve Months Ended December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Revenues
|
|
$
|
309,269
|
|
|
$
|
320,153
|
|
Net loss
|
|
$
|
(16,634
|
)
|
|
$
|
(11,504
|
)
|
Net loss per common share - basic and diluted
|
|
$
|
(1.07
|
)
|
|
$
|
(0.75
|
)
|
Weighted average common shares outstanding - basic and diluted
|
|
15,529
|
|
|
15,394
|
|
|
|
Gross Intangibles
|
|
Accumulated Amortization
|
|
Net Intangibles
|
|
Weighted Average Amortization Period (years)
|
||||||
Developed technology
|
|
$
|
390
|
|
|
$
|
134
|
|
|
$
|
256
|
|
|
3.07
|
Customer relationships
|
|
7,550
|
|
|
871
|
|
|
6,679
|
|
|
4.58
|
|||
Trade name
|
|
1,050
|
|
|
138
|
|
|
912
|
|
|
3.75
|
|||
|
|
$
|
8,990
|
|
|
$
|
1,143
|
|
|
$
|
7,847
|
|
|
4.44
|
Year Ending December 31,
|
|
Amount
|
||
2016
|
|
$
|
1,150
|
|
2017
|
|
1,140
|
|
|
2018
|
|
1,140
|
|
|
2019
|
|
1,131
|
|
|
2020
|
|
1,128
|
|
|
Thereafter
|
|
2,158
|
|
|
|
Facility-Related and Employee Related Costs
|
||||||||||
|
|
Domestic
|
|
Nearshore
|
|
Offshore
|
|
Total
|
||||
|
|
|
|
|
|
|
|
|
||||
Balance as of January 1, 2013
|
|
957
|
|
|
—
|
|
|
—
|
|
|
957
|
|
Expense (reversal)
|
|
(499
|
)
|
|
—
|
|
|
—
|
|
|
(499
|
)
|
Payments, net of receipts for sublease
|
|
(436
|
)
|
|
—
|
|
|
—
|
|
|
(436
|
)
|
Foreign currency translation adjustment
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
Balance as of December 31, 2013
|
|
16
|
|
|
—
|
|
|
—
|
|
|
16
|
|
Expense (reversal)
|
|
1,064
|
|
|
1,342
|
|
|
—
|
|
|
2,406
|
|
Payments, net of receipts for sublease
|
|
(984
|
)
|
|
(1,333
|
)
|
|
—
|
|
|
(2,317
|
)
|
Balance as of December 31, 2014
|
|
96
|
|
|
9
|
|
|
—
|
|
|
105
|
|
Expense (reversal)
|
|
1,561
|
|
|
112
|
|
|
64
|
|
|
1,737
|
|
Payments, net of receipts for sublease
|
|
(855
|
)
|
|
(9
|
)
|
|
(64
|
)
|
|
(928
|
)
|
Balance as of December 31, 2015
|
|
802
|
|
|
112
|
|
|
—
|
|
|
914
|
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
|
Revenue
|
|
Percentage
|
|
Revenue
|
|
Percentage
|
|
Revenue
|
|
Percentage
|
|||||||||
T-Mobile USA, Inc., a subsidiary of Deutsche Telekom
|
|
$
|
69,427
|
|
|
24.6
|
%
|
|
$
|
76,675
|
|
|
30.7
|
%
|
|
$
|
64,095
|
|
|
27.7
|
%
|
AT&T Services, Inc. and AT&T Mobility, LLC, subsidiaries of AT&T, Inc.
|
|
$
|
35,019
|
|
|
12.4
|
%
|
|
$
|
55,265
|
|
|
22.1
|
%
|
|
$
|
58,395
|
|
|
25.3
|
%
|
Comcast Cable Communications Management, LLC, subsidiary of Comcast Corporation
|
|
$
|
31,976
|
|
|
11.3
|
%
|
|
$
|
40,868
|
|
|
16.3
|
%
|
|
$
|
45,887
|
|
|
19.8
|
%
|
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
|||||||||||||||
|
Local Currency Notional Amount
|
|
U.S. Dollar Notional Amount
|
|
Local Currency Notional Amount
|
|
U.S. Dollar Notional Amount
|
|
Local Currency Notional Amount
|
|
U.S. Dollar Notional Amount
|
|||||||||
Canadian dollar
|
2,470
|
|
|
$
|
1,997
|
|
|
9,670
|
|
|
$
|
8,736
|
|
|
10,860
|
|
|
$
|
10,448
|
|
Philippine peso
|
329,000
|
|
|
7,263
|
|
|
1,627,920
|
|
|
36,989
|
|
|
1,511,910
|
|
|
35,948
|
|
|||
|
|
|
$
|
9,260
|
|
|
|
|
$
|
45,725
|
|
|
|
|
$
|
46,396
|
|
|
Gain (Loss) Recognized in AOCI, net of tax
Years Ended December 31,
|
|
|
|
Gain (Loss) Reclassified from AOCI into Income
Years Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
(1,906
|
)
|
|
$
|
(2,232
|
)
|
|
$
|
(4,590
|
)
|
|
|
|
(2,587
|
)
|
|
$
|
(3,186
|
)
|
|
$
|
(1,950
|
)
|
|
|
As of December 31, 2015
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Derivative liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
$
|
—
|
|
|
$
|
524
|
|
|
$
|
—
|
|
|
$
|
524
|
|
|
|
As of December 31, 2014
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
|
$
|
—
|
|
|
$
|
48
|
|
|
$
|
—
|
|
|
$
|
48
|
|
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
|
$
|
—
|
|
|
$
|
1,250
|
|
|
$
|
—
|
|
|
$
|
1,250
|
|
|
2015
|
|
2014
|
||||
Land
|
$
|
30
|
|
|
$
|
30
|
|
Buildings and improvements
|
20,936
|
|
|
24,106
|
|
||
Telephone and computer equipment
|
38,925
|
|
|
37,677
|
|
||
Software
|
35,162
|
|
|
34,246
|
|
||
Furniture, fixtures, and miscellaneous equipment
|
15,359
|
|
|
16,446
|
|
||
Construction in progress
|
1,041
|
|
|
2,412
|
|
||
Assets acquired under capital lease
|
13,582
|
|
|
6,142
|
|
||
|
125,036
|
|
|
121,059
|
|
||
Less accumulated depreciation
|
(92,501
|
)
|
|
(92,429
|
)
|
||
Less accumulated amortization under capital lease
|
(2,171
|
)
|
|
(450
|
)
|
||
Total property, plant and equipment, net
|
$
|
30,364
|
|
|
$
|
28,180
|
|
|
Shares
|
|
Weighted
Average Exercise Price |
|
Weighted-Average
Remaining Contractual Term (in yrs) |
|||
Outstanding as of January 1, 2015
|
2,412,337
|
|
|
$
|
4.66
|
|
|
|
Granted
|
533,803
|
|
|
5.77
|
|
|
|
|
Exercised
|
(236,049
|
)
|
|
3.26
|
|
|
|
|
Forfeited/expired
|
(282,350
|
)
|
|
6.99
|
|
|
|
|
Expired
|
(10,200
|
)
|
|
15.68
|
|
|
|
|
Outstanding as of December 31, 2015
|
2,417,541
|
|
|
$
|
4.74
|
|
|
7.05
|
Vested and exercisable as of December 31, 2015
|
1,337,705
|
|
|
$
|
4.12
|
|
|
6.16
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Interest income
|
$
|
2
|
|
|
$
|
15
|
|
|
$
|
88
|
|
Interest expense
|
(1,685
|
)
|
|
(621
|
)
|
|
(114
|
)
|
|||
Gain (loss) on disposal of assets
|
$
|
509
|
|
|
$
|
136
|
|
|
(1,549
|
)
|
|
Other income
|
35
|
|
|
464
|
|
|
(4
|
)
|
|||
Interest and other income (expense), net
|
$
|
(1,139
|
)
|
|
$
|
(6
|
)
|
|
$
|
(1,579
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
U.S.
|
$
|
(21,246
|
)
|
|
$
|
(10,677
|
)
|
|
$
|
(15,452
|
)
|
Foreign
|
6,094
|
|
|
5,781
|
|
|
9,276
|
|
|||
Total
|
$
|
(15,152
|
)
|
|
$
|
(4,896
|
)
|
|
$
|
(6,176
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Current:
|
|
|
|
|
|
|
|
||||
Federal
|
$
|
(264
|
)
|
|
$
|
(110
|
)
|
|
$
|
—
|
|
State
|
33
|
|
|
53
|
|
|
—
|
|
|||
Foreign
|
360
|
|
|
(360
|
)
|
|
(29
|
)
|
|||
Total current (benefit) expense
|
$
|
129
|
|
|
$
|
(417
|
)
|
|
$
|
(29
|
)
|
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
|
|
||||
Federal
|
$
|
164
|
|
|
$
|
65
|
|
|
$
|
25
|
|
State
|
11
|
|
|
4
|
|
|
2
|
|
|||
Foreign
|
160
|
|
|
912
|
|
|
232
|
|
|||
Total deferred expense
|
$
|
335
|
|
|
$
|
981
|
|
|
$
|
259
|
|
|
|
|
|
|
|
||||||
Income tax expense
|
$
|
464
|
|
|
$
|
564
|
|
|
$
|
230
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Current deferred tax assets (liabilities):
|
|
|
|
|
|
|
|
||||
Accrued restructuring costs
|
$
|
303
|
|
|
$
|
36
|
|
|
$
|
(41
|
)
|
Other accrued liabilities
|
275
|
|
|
63
|
|
|
15
|
|
|||
Derivative instruments
|
202
|
|
|
456
|
|
|
816
|
|
|||
Prepaid expenses
|
(554
|
)
|
|
(343
|
)
|
|
(209
|
)
|
|||
Cumulative translation adjustment
|
(1,178
|
)
|
|
(1,150
|
)
|
|
(1,397
|
)
|
|||
Other
|
(302
|
)
|
|
356
|
|
|
373
|
|
|||
Total current net deferred tax liabilities
|
$
|
(1,254
|
)
|
|
$
|
(582
|
)
|
|
$
|
(443
|
)
|
|
|
|
|
|
|
||||||
Long-term deferred tax assets (liabilities):
|
|
|
|
|
|
|
|
||||
Fixed assets
|
$
|
2,077
|
|
|
$
|
704
|
|
|
$
|
2,969
|
|
Accrued stock compensation
|
4,114
|
|
|
3,656
|
|
|
3,085
|
|
|||
Accrued restructuring costs
|
—
|
|
|
29
|
|
|
47
|
|
|||
Work opportunity credit carryforward
|
5,234
|
|
|
5,121
|
|
|
4,988
|
|
|||
Operating loss carryforward
|
18,066
|
|
|
13,717
|
|
|
10,653
|
|
|||
Intangibles and goodwill
|
(53
|
)
|
|
(35
|
)
|
|
22
|
|
|||
Other
|
66
|
|
|
170
|
|
|
221
|
|
|||
Net long-term deferred tax assets
|
$
|
29,504
|
|
|
$
|
23,362
|
|
|
$
|
21,985
|
|
|
|
|
|
|
|
||||||
Subtotal
|
$
|
28,250
|
|
|
$
|
22,780
|
|
|
$
|
21,542
|
|
Valuation allowance
|
(28,162
|
)
|
|
(22,314
|
)
|
|
(20,000
|
)
|
|||
|
|
|
|
|
|
||||||
Total net deferred tax asset
|
$
|
88
|
|
|
$
|
466
|
|
|
$
|
1,542
|
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
U.S. statutory tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Effect of state taxes (net of federal benefit)
|
1.7
|
%
|
|
0.6
|
%
|
|
-1.0
|
%
|
Effect of change in Canadian tax rate
|
—
|
%
|
|
—
|
%
|
|
1.5
|
%
|
Rate differential on foreign earnings
|
10.9
|
%
|
|
31.9
|
%
|
|
48.5
|
%
|
Foreign income taxed in the U.S.
|
-8.3
|
%
|
|
-55.2
|
%
|
|
-95.0
|
%
|
Uncertain tax positions
|
-4.9
|
%
|
|
25.1
|
%
|
|
19.5
|
%
|
Unremitted foreign earnings of subsidiary
|
—
|
%
|
|
-1.1
|
%
|
|
27.7
|
%
|
Valuation allowance
|
-40.4
|
%
|
|
-49.5
|
%
|
|
-33.5
|
%
|
Expiration of foreign tax credit carryforward
|
—
|
%
|
|
—
|
%
|
|
-8.5
|
%
|
Other, net
|
2.9
|
%
|
|
1.7
|
%
|
|
2.0
|
%
|
Total
|
-3.1
|
%
|
|
-11.5
|
%
|
|
-3.8
|
%
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Unrecognized, January 1,
|
$
|
2,215
|
|
|
$
|
3,502
|
|
|
$
|
4,705
|
|
Additions based on tax positions taken in current year
|
$
|
888
|
|
|
$
|
561
|
|
|
$
|
1,090
|
|
Reductions based on tax positions taken in prior year
|
$
|
(141
|
)
|
|
$
|
(1,848
|
)
|
|
$
|
(2,293
|
)
|
Unrecognized, December 31,
|
$
|
2,962
|
|
|
$
|
2,215
|
|
|
$
|
3,502
|
|
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gain (Loss) on Cash Flow Hedging Instruments
|
|
Total
|
||||||
Balance at January 1, 2013
|
$
|
2,798
|
|
|
$
|
(269
|
)
|
|
$
|
2,529
|
|
Foreign currency translation
|
(898
|
)
|
|
—
|
|
|
(898
|
)
|
|||
Reclassification to operations
|
—
|
|
|
1,950
|
|
|
1,950
|
|
|||
Unrealized losses
|
—
|
|
|
(4,590
|
)
|
|
(4,590
|
)
|
|||
Balance at December 31, 2013
|
$
|
1,900
|
|
|
$
|
(2,909
|
)
|
|
$
|
(1,009
|
)
|
Foreign currency translation
|
(653
|
)
|
|
—
|
|
|
(653
|
)
|
|||
Reclassification to operations
|
—
|
|
|
3,186
|
|
|
3,186
|
|
|||
Unrealized losses
|
—
|
|
|
(2,232
|
)
|
|
(2,232
|
)
|
|||
Tax (provision) benefit
|
239
|
|
|
(356
|
)
|
|
(117
|
)
|
|||
Balance at December 31, 2014
|
$
|
1,486
|
|
|
$
|
(2,311
|
)
|
|
$
|
(825
|
)
|
Foreign currency translation
|
75
|
|
|
—
|
|
|
75
|
|
|||
Reclassification to operations
|
—
|
|
|
2,587
|
|
|
2,587
|
|
|||
Unrealized losses
|
—
|
|
|
(1,906
|
)
|
|
(1,906
|
)
|
|||
Tax (provision) benefit
|
(28
|
)
|
|
(254
|
)
|
|
(282
|
)
|
|||
Balance at December 31, 2015
|
$
|
1,533
|
|
|
$
|
(1,884
|
)
|
|
$
|
(351
|
)
|
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,
|
|
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
|
||||||
Gains and losses on cash flow hedges
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts (COS)
|
|
$
|
2,401
|
|
|
$
|
2,991
|
|
|
$
|
1,828
|
|
|
Cost of Services
|
Foreign exchange contracts (SG&A)
|
|
186
|
|
|
195
|
|
|
122
|
|
|
Selling, general and administrative expenses
|
|||
|
|
$
|
2,587
|
|
|
$
|
3,186
|
|
|
$
|
1,950
|
|
|
|
|
Operating leases
|
Capital leases
|
||||
2016
|
$
|
11,844
|
|
$
|
2,646
|
|
2017
|
10,879
|
|
2,335
|
|
||
2018
|
7,966
|
|
2,237
|
|
||
2019
|
4,010
|
|
2,076
|
|
||
2020
|
797
|
|
492
|
|
||
Thereafter
|
25
|
|
—
|
|
||
Total minimum lease payments
|
$
|
35,522
|
|
$
|
9,785
|
|
Less amount representing interest
|
|
$
|
(1,544
|
)
|
||
Present value of capital lease obligations
|
|
$
|
8,241
|
|
||
Capital lease obligations, current portion
|
|
$
|
2,060
|
|
||
Capital lease obligations, long term portion
|
|
$
|
6,181
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue:
|
|
|
|
|
|
|
|
||||
Domestic
|
169,945
|
|
|
$
|
130,574
|
|
|
$
|
120,928
|
|
|
Offshore
|
72,914
|
|
|
85,785
|
|
|
81,082
|
|
|||
Nearshore
|
39,275
|
|
|
33,721
|
|
|
29,247
|
|
|||
Total
|
$
|
282,134
|
|
|
$
|
250,080
|
|
|
$
|
231,257
|
|
|
|
|
|
|
|
||||||
Gross profit:
|
|
|
|
|
|
|
|
||||
Domestic
|
$
|
11,614
|
|
|
$
|
12,940
|
|
|
$
|
13,291
|
|
Offshore
|
6,672
|
|
|
15,192
|
|
|
9,974
|
|
|||
Nearshore
|
6,018
|
|
|
2,340
|
|
|
1,060
|
|
|||
Total
|
$
|
24,304
|
|
|
$
|
30,472
|
|
|
$
|
24,325
|
|
|
|
|
|
|
|
||||||
Depreciation:
|
|
|
|
|
|
|
|
||||
Domestic
|
$
|
8,049
|
|
|
$
|
5,929
|
|
|
$
|
7,340
|
|
Offshore
|
4,232
|
|
|
3,414
|
|
|
4,193
|
|
|||
Nearshore
|
980
|
|
|
1,036
|
|
|
994
|
|
|||
Total
|
$
|
13,261
|
|
|
$
|
10,379
|
|
|
$
|
12,527
|
|
|
|
|
|
|
|
||||||
Capital expenditures:
|
|
|
|
|
|
|
|
||||
Domestic
|
$
|
4,382
|
|
|
$
|
7,825
|
|
|
$
|
5,555
|
|
Offshore
|
3,049
|
|
|
2,718
|
|
|
1,254
|
|
|||
Nearshore
|
291
|
|
|
1,118
|
|
|
2,034
|
|
|||
Total
|
$
|
7,722
|
|
|
$
|
11,661
|
|
|
$
|
8,843
|
|
|
2015 Quarters Ended
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
Revenue
|
$
|
63,653
|
|
|
$
|
63,464
|
|
|
$
|
72,756
|
|
|
$
|
82,261
|
|
Gross Profit
|
6,117
|
|
|
5,312
|
|
|
3,159
|
|
|
9,716
|
|
||||
Net income (loss)
|
(3,175
|
)
|
|
(5,069
|
)
|
|
(7,705
|
)
|
|
333
|
|
||||
Income tax expense
|
187
|
|
|
163
|
|
|
219
|
|
|
(105
|
)
|
||||
Comprehensive income (loss)
|
(3,234
|
)
|
|
(4,240
|
)
|
|
(8,340
|
)
|
|
(276
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per common share - basic and diluted
|
$
|
(0.21
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
(0.49
|
)
|
|
$
|
0.02
|
|
|
|
|
|
|
|
|
|
||||||||
|
2014 Quarters Ended
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
Revenue
|
$
|
63,209
|
|
|
$
|
61,254
|
|
|
$
|
61,438
|
|
|
$
|
64,179
|
|
Gross Profit
|
8,218
|
|
|
5,692
|
|
|
9,045
|
|
|
7,517
|
|
||||
Net loss
|
(500
|
)
|
|
(3,281
|
)
|
|
(86
|
)
|
|
(1,593
|
)
|
||||
Income tax expense (benefit)
|
150
|
|
|
(396
|
)
|
|
728
|
|
|
82
|
|
||||
Comprehensive income (loss)
|
(257
|
)
|
|
(2,468
|
)
|
|
(1,573
|
)
|
|
(978
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net loss per common share - basic and diluted
|
$
|
(0.03
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
(0.01
|
)
|
|
(0.10
|
)
|
Exhibit
|
|
|
|
Incorporated Herein by Reference
|
|||||
No.
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
2.1
|
|
|
Membership Interest Purchase Agreement, dated 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
|
|
99.2
|
|
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
|
|
|
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. 2008 Equity Incentive Plan
|
|
DEF 14A
|
|
B
|
|
3/20/2008
|
10.3†
|
|
|
Form of Non-Statutory Stock Option Agreement (Director) pursuant to StarTek, Inc. 2008 Equity Incentive Plan
|
|
8-K
|
|
10.3
|
|
5/5/2008
|
10.4†
|
|
|
Form of Incentive Stock Option Agreement pursuant to StarTek, Inc. 2008 Equity Incentive Plan
|
|
8-K
|
|
10.4
|
|
5/5/2008
|
10.5†
|
|
|
Form of Restricted Stock Award Agreement (Employee) pursuant to StarTek, Inc. 2008 Equity Incentive Plan
|
|
8-K
|
|
10.5
|
|
5/5/2008
|
10.6†
|
|
|
Form of Restricted Stock Award Agreement (Director) pursuant to StarTek, Inc. 2008 Equity Incentive Plan
|
|
8-K
|
|
10.6
|
|
5/5/2008
|
10.7†
|
|
|
Form of Indemnification Agreement between StarTek, Inc. and its Officers and Directors
|
|
10-K
|
|
10.49
|
|
3/9/2004
|
10.8
|
|
|
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
|
10.9†
|
|
|
Amended and Restated Employment Agreement of Chad A. Carlson dated June 24, 2011
|
|
8-K
|
|
10.1
|
|
6/29/2011
|
10.10&
|
|
|
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
|
10.11&
|
|
|
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
|
10.12†
|
|
|
Form of Non-Statutory Stock Option Agreement (Director) pursuant to StarTek, Inc. 2008 Equity Incentive Plan
|
|
10-Q
|
|
10.3
|
|
11/2/2011
|
10.13†
|
|
|
Employment Agreement by and between StarTek, Inc. and Lisa Weaver
|
|
8-K
|
|
10.1
|
|
11/3/2011
|
10.14†
|
|
|
Form of Deferred Stock Unit Master Agreement (Director) pursuant to StarTek, Inc. 2008 Equity Incentive Plan
|
|
10-K
|
|
10.36
|
|
3/9/2012
|
10.15&
|
|
|
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
|
10.16&
|
|
|
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
|
10.17
|
|
|
Amendment to Investor Rights Agreement by and among StarTek, Inc. and A. Emmet Stephenson Jr.
|
|
10-K
|
|
10.32
|
|
3/7/2014
|
10.18†
|
|
|
StarTek, Inc. 2008 Equity Incentive Plan (as amended and restated May 6, 2014)
|
|
DEF 14A
|
|
A
|
|
3/25/2014
|
10.19&
|
|
|
Master Services Agreement executed January 6, 2014 between StarTek, Inc. and Comcast Cable Communications Management, LLC effective June 22, 2013
|
|
10-Q/A
|
|
10.2
|
|
7/29/2014
|
10.20
|
|
|
Nomination and Standstill Agreement, dated March 19, 2015, by and among StarTek, Inc., and the members of the Engine Capital Group
|
|
8-K
|
|
10.1
|
|
3/20/2015
|
10.21
|
|
|
Credit Agreement, dated April 29, 2015, by and among StarTek, Inc. and BMO Harris Bank, N.A.
|
|
10-Q
|
|
10.1
|
|
8/10/2015
|
10.22†
|
|
|
2015 Executive Incentive Plan
|
|
10-Q
|
|
10.2
|
|
5/11/2015
|
10.23†
|
|
|
Form of Executive Employment Agreement for certain executive officers
|
|
10-Q
|
|
10.3
|
|
5/11/2015
|
10.24
|
|
|
First Amendment to Credit Agreement by and among StarTek, Inc. and BMO Harris Bank, N.A.
|
|
10-Q
|
|
10.2
|
|
8/10/2015
|
10.25
|
|
|
Second Amendment to Credit Agreement by and among StarTek, Inc. and BMO Harris Bank, N.A.
|
|
10-Q
|
|
10.1
|
|
11/9/2015
|
10.26†*
|
|
|
Employment Agreement by and between Donald Norsworthy and StarTek,Inc.
|
|
|
|
|
|
|
10.27†*
|
|
|
Form of Amendment to Employment Agreement for executive officers
|
|
|
|
|
|
|
21.1*
|
|
|
Subsidiaries of the Registrant
|
|
|
|
|
|
|
23.1*
|
|
|
Consent of EKS&H LLLP, Independent Registered Public Accounting Firm
|
|
|
|
|
|
|
23.2*
|
|
|
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 Don Norsworthy 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, 2015, 2014 and 2013, (ii) Consolidated Balance Sheets as of December 31, 2015 and 2014, (iii) Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013, (iv) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2015, 2014 and 2013 and (v) Notes to Consolidated Financial Statements
|
|
|
|
|
|
|
*
|
|
Filed with this Form 10-K.
|
†
|
|
Management contract or compensatory plan or arrangement
|
&
|
|
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 11, 2016
|
|
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 11, 2016
|
Chad A. Carlson
|
|
|
|
|
|
|
|
|
|
/s/ DON NORSWORTHY
|
|
Senior Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer)
|
|
Date: March 11, 2016
|
Don Norsworthy
|
|
|
|
|
|
|
|
|
|
/s/ ED ZSCHAU
|
|
Chairman of the Board
|
|
Date: March 11, 2016
|
Ed Zschau
|
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/s/ ROBERT SHEFT
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Director
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Date: March 11, 2016
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Robert Sheft
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/s/ BENJAMIN L. ROSENZWEIG
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Director
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Date: March 11, 2016
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Benjamin L. Rosenzweig
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/s/ JACK D. PLATING
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Director
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Date: March 11, 2016
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Jack D. Plating
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/s/ ARNAUD AJDLER
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Director
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Date: March 11, 2016
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Arnaud Ajdler
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Invention or Improvement
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Party(ies)
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Relationship
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1.
_______________________
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___________________
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_________________________________________
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2.
_______________________
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___________________
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_________________________________________
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3.
_______________________
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___________________
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_________________________________________
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NAME OF SUBSIDIARIES
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JURISDICTION OF
INCORPORATION
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SUBSIDIARIES DOING
BUSINESS AS
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StarTek USA, Inc.
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Colorado
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StarTek USA
StarTek
StarTek Services
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StarTek Canada Services, Ltd.
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Nova Scotia, Canada
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StarTek Canada Services
StarTek
StarTek Services
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StarTek International, Limited
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Bermuda
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StarTek International
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StarTek Honduras, SAdeCV
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Honduras
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StarTek Honduras
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StarTek Health Services, Inc.
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Colorado
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StarTek Health
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StarTek Philippines, Inc.
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Philippines
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StarTek Philippines
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Collection Center, Inc.
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|
North Dakota
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CCI
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Accent Marketing Services, LLC
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Delaware
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Accent
Accent Marketing
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Accent St. Lucia Corp.
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St. Lucia
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Accent St. Lucia
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Accent Marketing Jamaica Limited
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Jamaica
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Accent Jamaica
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/s/ Ernst & Young LLP
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Date: March 11, 2016
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/s/ CHAD A. CARLSON
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Chad A. Carlson
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President and Chief Executive Officer
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Date: March 11, 2016
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/s/ DON NORSWORTHY
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Don Norsworthy
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Senior Vice President and Chief Financial Officer
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Date: March 11, 2016
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/s/ CHAD A. CARLSON
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Chad A. Carlson
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President and Chief Executive Officer
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Date: March 11, 2016
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/s/ DON NORSWORTHY
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Don Norsworthy
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Senior Vice President and Chief Financial Officer
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