|
|
o
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
x
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
|
|
Delaware
|
|
84-1370538
|
(State or other jurisdiction of
|
|
(I.R.S. employer
|
incorporation or organization)
|
|
Identification No.)
|
|
|
|
8200 E. Maplewood Ave., Suite 100
|
|
|
Greenwood Village, Colorado
|
|
80111
|
(Address of principal executive offices)
|
|
(Zip code)
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Common Stock, $.01 par value
|
|
New York Stock Exchange, Inc.
|
Large accelerated filer
o
|
|
Accelerated filer
x
|
|
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
x
|
|
|
|
|
|
|
|
|
|
PART I
|
|
|
|
Page
|
Item 1
|
|
Business
|
|
|
Item 1A
|
|
Risk Factors
|
|
|
Item 1B
|
|
Unresolved Staff Comments
|
|
|
Item 2
|
|
Properties
|
|
|
Item 3
|
|
Legal Proceedings
|
|
|
Item 4
|
|
Mine Safety Disclosures
|
|
|
|
|
|
|
|
PART II
|
|
|
|
|
Item 5
|
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
|
Item 6
|
|
Selected Financial Data
|
|
|
Item 7
|
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
Item 7A
|
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
|
Item 8
|
|
Financial Statements and Supplementary Data
|
|
|
Item 9
|
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
|
|
Item 9A
|
|
Controls and Procedures
|
|
|
Item 9B
|
|
Other Information
|
|
|
|
|
|
|
|
PART III
|
|
|
|
|
Item 10
|
|
Directors, Executive Officers and Corporate Governance
|
|
|
Item 11
|
|
Executive Compensation
|
|
|
Item 12
|
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
|
Item 13
|
|
Certain Relationships and Related Transactions, and Director Independence
|
|
|
Item 14
|
|
Principal Accounting Fees and Services
|
|
|
|
|
|
|
|
PART IV
|
|
|
|
|
Item 15
|
|
Exhibits, Financial Statement Schedules
|
|
•
|
certain statements, including possible or assumed future results of operations, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;
|
•
|
any statements regarding the prospects for our business or any of our services;
|
•
|
any statements preceded by, followed by or that include the words “may,” “will,” “should,” “seeks,” “believes,” “expects,” “anticipates,” “intends,” “continue,” “estimate,” “plans,” “future,” “targets,” “predicts,” “budgeted,” “projections,” “outlooks,” “attempts,” “is scheduled,” or similar expressions; and
|
•
|
other statements regarding matters that are not historical facts.
|
|
Nine months ended December 31, 2018
|
Telecom
|
48%
|
E-commerce & Consumer
|
13%
|
Financial & Business Services
|
10%
|
Media & Cable
|
9%
|
Travel & Hospitality
|
9%
|
Healthcare & Education
|
5%
|
Energy, Power & Utility
|
2%
|
Others
|
4%
|
•
|
Growing deeper, more strategic relationships with our existing global client base through our broader delivery capabilities and expanded suite of solutions;
|
•
|
Pursuing new clients in high growth industries that are committed to differentiation by putting the customer experience first;
|
•
|
Investing in our sales leadership to accelerate growth across a broad set of industries and geographies;
|
•
|
Improving our market position by becoming the leader in customer experience management services;
|
•
|
Improving profitability through operational improvements, increased utilization and higher margin accounts;
|
•
|
Expanding our global delivery platform to meet our clients' needs;
|
•
|
Broadening our service offerings through more innovative, technology-enabled and added-value solutions; and
|
•
|
Attracting and retaining a high performing, motivated and diverse workforce, capable of handling increasingly more complex customer issues.
|
•
|
impairing our ability to obtain additional financing in the future (or to obtain such financing on acceptable terms) for working capital, capital expenditure, acquisitions or other important needs;
|
•
|
requiring us to dedicate a substantial portion of our cash flow to the payment of principal and interest on our indebtedness, which could impair our liquidity and reduce the availability of our cash flow to fund working capital, capital expenditure, acquisitions and other important needs;
|
•
|
increasing the possibility of an event of default under the financial and operating covenants contained in our debt instruments; and
|
•
|
limiting our ability to adjust to rapidly changing conditions in the industry, reducing our ability to withstand competitive pressures and making us more vulnerable to a downturn in general economic conditions or business than our competitors with less debt.
|
•
|
difficulties and costs of staffing and managing operations in certain regions;
|
•
|
differing employment practices and labor issues;
|
•
|
local business and cultural factors that differ from our usual standards and practices;
|
•
|
volatility in currencies;
|
•
|
currency restrictions, which may prevent the transfer of capital and profits to the United States;
|
•
|
unexpected changes in regulatory requirements and other laws;
|
•
|
potentially adverse tax consequences;
|
•
|
the responsibility of complying with multiple and potentially conflicting laws, e.g., with respect to corrupt practices, employment and licensing;
|
•
|
the impact of regional or country-specific business cycles and economic instability;
|
•
|
political instability, uncertainty over property rights, civil unrest, political activism or the continuation or escalation of terrorist activities; and
|
•
|
access to capital may be more restricted, or unavailable on favorable terms or at all in certain locations.
|
|
Nine months ended December 31, 2018
|
Twelve months ended March 31, 2018
|
||
Telecom
|
48
|
%
|
63%
|
|
E-commerce & Consumer
|
13
|
%
|
8%
|
|
Financial & Business Services
|
10
|
%
|
11%
|
|
Media & Cable
|
9%
|
|
3%
|
|
Travel & Hospitality
|
9%
|
|
8%
|
|
Healthcare & Education
|
5%
|
|
2%
|
|
Energy, Power & Utility
|
2%
|
|
2%
|
|
Others
|
4
|
%
|
3
|
%
|
|
|
Successor
|
Predecessor
|
As % of sales
|
||||||||
|
For nine months ended December 31, 2018
|
November 22, 2017 to March 31, 2018
|
April 01, 2017 to
November 21, 2017
|
Current period
|
Prior period
|
|||||||
Employee benefit expenses
|
$
|
262,956
|
|
$
|
110,034
|
|
$
|
200,761
|
|
62.6
|
%
|
64.7%
|
Rent
|
17,290
|
|
8,284
|
|
9,894
|
|
4.1%
|
|
3.8%
|
|||
Depreciation & Amortization
|
15,300
|
|
7,266
|
|
9,267
|
|
3.6%
|
|
3.4%
|
|||
Others
|
60,045
|
|
18,334
|
|
45,848
|
|
14.3
|
%
|
13.4%
|
|||
Total
|
$
|
355,591
|
|
$
|
143,918
|
|
$
|
265,770
|
|
|
|
Reports of Independent Registered Public Accounting Firms
|
Consolidated Statements of Operations and Comprehensive Income (Loss) for nine months ended December 31, 2018, Successor period of November 22, 2017 to March 31, 2018, and Predecessor period of April 01, 2017 to November 21, 2017
|
Consolidated Balance Sheets as of December 31, 2018 and March 31, 2018
|
Consolidated Statements of Cash Flows for the nine months ended December 31, 2018, Successor period of November 22, 2017 to March 31, 2018, and Predecessor period of April 01, 2017 to November 21, 2017
|
Consolidated Statements of Stockholders’ Equity for nine months ended December 31, 2018, Successor period of November 22, 2017 to March 31, 2018, and Predecessor period of April 01, 2017 to November 21, 2017
|
Notes to Consolidated Financial Statements
|
|
|
|
|
Year Ended March 31, 2018
|
||||||||
|
|
Nine Months Ended December 31, 2018
|
|
Successor November 22, 2017 to March 31, 2018
|
|
Predecessor April 01, 2017 to November 21, 2017
|
||||||
Revenue
|
|
$
|
420,317
|
|
|
$
|
169,957
|
|
|
$
|
310,120
|
|
Cost of services
|
|
355,591
|
|
|
143,918
|
|
|
265,770
|
|
|||
Gross profit
|
|
64,726
|
|
|
26,039
|
|
|
44,350
|
|
|||
Selling, general and administrative expenses
|
|
60,020
|
|
|
15,925
|
|
|
32,105
|
|
|||
Transaction related fees
|
|
7,036
|
|
|
7,994
|
|
|
107
|
|
|||
Impairment losses and restructuring charges, net
|
|
3,962
|
|
|
1,868
|
|
|
—
|
|
|||
Operating income (loss)
|
|
(6,292
|
)
|
|
252
|
|
|
12,138
|
|
|||
Share of profit of equity affiliates
|
|
115
|
|
|
76
|
|
|
996
|
|
|||
Interest and other expense, net
|
|
12,529
|
|
|
3,858
|
|
|
4,581
|
|
|||
Income (loss) before income taxes
|
|
(18,706
|
)
|
|
(3,530
|
)
|
|
8,553
|
|
|||
Income tax expense
|
|
3,570
|
|
|
1,305
|
|
|
3,178
|
|
|||
Net income (loss)
|
|
$
|
(22,276
|
)
|
|
$
|
(4,835
|
)
|
|
$
|
5,375
|
|
Net income attributable to non-controlling interests
|
|
2,036
|
|
|
1,980
|
|
|
2,712
|
|
|||
Net income (loss) attributable to Startek shareholders
|
|
(24,312
|
)
|
|
(6,815
|
)
|
|
2,663
|
|
|||
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
(3,879
|
)
|
|
(110
|
)
|
|
(1,510
|
)
|
|||
Change in fair value of derivative instruments
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|||
Pension remeasurement
|
|
(2,246
|
)
|
|
(540
|
)
|
|
(1,391
|
)
|
|||
Comprehensive income (loss)
|
|
$
|
(28,416
|
)
|
|
$
|
(5,485
|
)
|
|
$
|
2,474
|
|
Comprehensive income attributable to non-controlling interests
|
|
$
|
1,041
|
|
|
$
|
1,732
|
|
|
$
|
2,088
|
|
Comprehensive income (loss) attributable to Startek
|
|
$
|
(29,457
|
)
|
|
$
|
(7,217
|
)
|
|
$
|
386
|
|
|
|
|
|
|
|
|
||||||
Net income (loss) per common share - basic
|
|
$
|
(0.80
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
0.13
|
|
Weighted average common shares outstanding - basic
|
|
30,518
|
|
|
20,600
|
|
|
20,600
|
|
|||
|
|
|
|
|
|
|
||||||
Net income (loss) per common share - diluted
|
|
$
|
(0.80
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
0.13
|
|
Weighted average common shares outstanding - diluted
|
|
30,518
|
|
|
20,600
|
|
|
20,600
|
|
|
|
As of December 31,
|
|
As of March 31,
|
||||
|
|
2018
|
|
2018
|
||||
ASSETS
|
|
|
|
|
|
|||
Current assets:
|
|
|
|
|
|
|||
Cash and cash equivalents
|
|
$
|
16,617
|
|
|
$
|
17,693
|
|
Restricted cash
|
|
7,952
|
|
|
5,226
|
|
||
Trade accounts receivable, net
|
|
107,836
|
|
|
63,138
|
|
||
Unbilled revenue
|
|
42,135
|
|
|
47,407
|
|
||
Prepaid expenses and other current assets
|
|
18,850
|
|
|
18,772
|
|
||
Total current assets
|
|
$
|
193,390
|
|
|
$
|
152,236
|
|
Property, plant and equipment, net
|
|
42,242
|
|
|
36,726
|
|
||
Intangible assets, net
|
|
121,336
|
|
|
99,407
|
|
||
Goodwill
|
|
225,450
|
|
|
153,368
|
|
||
Investment in equity affiliates
|
|
2,097
|
|
|
10,911
|
|
||
Deferred tax assets
|
|
5,048
|
|
|
4,481
|
|
||
Prepaid expenses and other non-current assets
|
|
15,076
|
|
|
9,512
|
|
||
Total assets
|
|
$
|
604,639
|
|
|
$
|
466,641
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
|||
Trade accounts payable
|
|
$
|
26,886
|
|
|
$
|
20,672
|
|
Accrued expenses and other current liabilities
|
|
84,881
|
|
|
73,423
|
|
||
Short term debt
|
|
21,975
|
|
|
17,628
|
|
||
Current maturity of long term debt
|
|
9,800
|
|
|
6,215
|
|
||
Current maturity of capital lease obligation
|
|
1,816
|
|
|
28
|
|
||
Total current liabilities
|
|
$
|
145,358
|
|
|
$
|
117,966
|
|
Deferred tax liabilities
|
|
18,901
|
|
|
17,711
|
|
||
Long term debt
|
|
152,100
|
|
|
127,133
|
|
||
Accrued expenses and other non-current liabilities
|
|
11,907
|
|
|
9,686
|
|
||
Total liabilities
|
|
$
|
328,266
|
|
|
$
|
272,496
|
|
Commitments and contingencies
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
|
|||
Common stock, 60,000,000 non-convertible shares, $0.01 par value, authorized; 37,446,323 and 20,600,000 shares issued and outstanding at December 31, 2018 and March 31, 2018, respectively
|
|
$
|
374
|
|
|
$
|
206
|
|
Additional paid-in capital
|
|
267,317
|
|
|
153,704
|
|
||
Accumulated other comprehensive income (loss)
|
|
(5,547
|
)
|
|
(402
|
)
|
||
Accumulated (deficit) / earnings
|
|
(31,127
|
)
|
|
(6,815
|
)
|
||
Equity attributable to Startek shareholders
|
|
$
|
231,017
|
|
|
$
|
146,693
|
|
Non-controlling interest
|
|
45,356
|
|
|
47,452
|
|
||
Total stockholders’ equity
|
|
$
|
276,373
|
|
|
$
|
194,145
|
|
Total liabilities and stockholders’ equity
|
|
$
|
604,639
|
|
|
$
|
466,641
|
|
|
|
|
|
Year Ended March 31, 2018
|
||||||||
|
|
Nine Months Ended December 31, 2018
|
|
Successor November 22, 2017 to March 31, 2018
|
|
Predecessor April 01, 2017 to November 21, 2017
|
||||||
Operating Activities
|
|
|
|
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
(22,276
|
)
|
|
$
|
(4,835
|
)
|
|
$
|
5,375
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
|
20,462
|
|
|
8,184
|
|
|
11,603
|
|
|||
Provision for doubtful accounts
|
|
2,253
|
|
|
216
|
|
|
158
|
|
|||
Impairment loss on property
|
|
483
|
|
|
—
|
|
|
—
|
|
|||
Share-based compensation expense
|
|
674
|
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
|
7
|
|
|
(909
|
)
|
|
(74
|
)
|
|||
Share of profit of equity affiliates
|
|
(115
|
)
|
|
(76
|
)
|
|
(996
|
)
|
|||
Unrealized exchange gains and losses (net)
|
|
—
|
|
|
(639
|
)
|
|
230
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
||||
Trade accounts receivable, net
|
|
(10,982
|
)
|
|
(3,995
|
)
|
|
5,392
|
|
|||
Prepaid expenses and other assets
|
|
1,643
|
|
|
12,599
|
|
|
(21,507
|
)
|
|||
Trade accounts payable
|
|
(669
|
)
|
|
(702
|
)
|
|
4,459
|
|
|||
Income taxes, net
|
|
(4,475
|
)
|
|
(1,951
|
)
|
|
(2,775
|
)
|
|||
Accrued and other liabilities
|
|
14,503
|
|
|
(13,571
|
)
|
|
18,410
|
|
|||
Net cash provided by (used in) operating activities
|
|
$
|
1,508
|
|
|
$
|
(5,679
|
)
|
|
$
|
20,275
|
|
|
|
|
|
|
|
|
||||||
Investing Activities
|
|
|
|
|
|
|
|
|
||||
Purchases of property, plant and equipment, net
|
|
$
|
(7,690
|
)
|
|
$
|
(1,490
|
)
|
|
$
|
(7,587
|
)
|
Proceeds/(Payment) for margin money deposits
|
|
(2,865
|
)
|
|
(2,044
|
)
|
|
544
|
|
|||
Payment for acquisition, net of cash acquired
|
|
—
|
|
|
(258,643
|
)
|
|
—
|
|
|||
Proceeds from equity-accounted investee
|
|
48
|
|
|
—
|
|
|
1,438
|
|
|||
Cash acquired in Aegis Transactions
|
|
1,496
|
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
|
$
|
(9,011
|
)
|
|
$
|
(262,177
|
)
|
|
$
|
(5,605
|
)
|
|
|
|
|
|
|
|
||||||
Financing Activities
|
|
|
|
|
|
|
|
|
||||
Proceeds from the issuance of common stock
|
|
$
|
4,605
|
|
|
$
|
153,910
|
|
|
$
|
—
|
|
Proceeds (payments) on long term debt
|
|
(4,200
|
)
|
|
132,730
|
|
|
(1,233
|
)
|
|||
Dividends paid
|
|
(3,137
|
)
|
|
—
|
|
|
(8,750
|
)
|
|||
Proceeds from other debts, net
|
|
10,555
|
|
|
(1,414
|
)
|
|
915
|
|
|||
Net cash provided by financing activities
|
|
$
|
7,823
|
|
|
$
|
285,226
|
|
|
$
|
(9,068
|
)
|
Net increase in cash and cash equivalents
|
|
$
|
320
|
|
|
$
|
17,370
|
|
|
$
|
5,602
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
$
|
(1,396
|
)
|
|
$
|
323
|
|
|
$
|
(30
|
)
|
Cash and cash equivalents at beginning of period
|
|
$
|
17,693
|
|
|
$
|
—
|
|
|
$
|
15,785
|
|
Cash and cash equivalents at end of period
|
|
$
|
16,617
|
|
|
$
|
17,693
|
|
|
$
|
21,357
|
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|
|
|
|
|
||||
Cash paid for interest
|
|
$
|
9,687
|
|
|
$
|
7,370
|
|
|
$
|
4,182
|
|
Cash paid for income taxes
|
|
7,654
|
|
|
4,127
|
|
|
6,063
|
|
|||
Non cash common control purchase consideration
|
|
—
|
|
|
—
|
|
|
44,830
|
|
|||
Non cash dividend distribution
|
|
—
|
|
|
—
|
|
|
1,018
|
|
|||
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Accumulated Earnings / (Deficit)
|
|
Equity Attributable to Startek shareholders
|
|
Non controlling interest
|
|
Total Stockholders' Equity
|
|||||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|||||||||||||||||||||
Predecessor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance, March 31, 2017, as previously reported
|
|
100
|
|
|
$
|
—
|
|
|
$
|
3,911
|
|
|
$
|
(11,428
|
)
|
|
$
|
16,581
|
|
|
$
|
9,064
|
|
|
$
|
45,510
|
|
|
$
|
54,574
|
|
Adjustment for reverse acquisition
|
|
20,599,900
|
|
|
206
|
|
|
(206
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net Income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,663
|
|
|
2,663
|
|
|
2,712
|
|
|
5,375
|
|
|||||||
Dividend paid in Cash
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,462
|
)
|
|
(4,462
|
)
|
|
(4,288
|
)
|
|
(8,750
|
)
|
|||||||
Common control purchase consideration
|
|
—
|
|
|
—
|
|
|
(44,830
|
)
|
|
—
|
|
|
—
|
|
|
(44,830
|
)
|
|
—
|
|
|
(44,830
|
)
|
|||||||
Reduction during the period
|
|
—
|
|
|
—
|
|
|
(1,018
|
)
|
|
—
|
|
|
—
|
|
|
(1,018
|
)
|
|
—
|
|
|
(1,018
|
)
|
|||||||
Other comprehensive loss for the period
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,277
|
)
|
|
—
|
|
|
(2,277
|
)
|
|
(624
|
)
|
|
(2,901
|
)
|
|||||||
Balance, November 21, 2017
|
|
20,600,000
|
|
|
$
|
206
|
|
|
$
|
(42,143
|
)
|
|
$
|
(13,705
|
)
|
|
$
|
14,782
|
|
|
$
|
(40,860
|
)
|
|
$
|
43,310
|
|
|
$
|
2,450
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Successor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance, November 22, 2017
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Issuance of common stock, as previously reported
|
|
100
|
|
|
153,910
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
153,910
|
|
|
—
|
|
|
153,910
|
|
|||||||
Adjustment for reverse acquisition
|
|
20,599,900
|
|
|
(153,704
|
)
|
|
153,704
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,815
|
)
|
|
(6,815
|
)
|
|
1,980
|
|
|
(4,835
|
)
|
|||||||
Fair value of non controlling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45,720
|
|
|
45,720
|
|
|||||||
Other comprehensive income for the period
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(402
|
)
|
|
—
|
|
|
(402
|
)
|
|
(248
|
)
|
|
(650
|
)
|
|||||||
Balance, March 31, 2018
|
|
20,600,000
|
|
|
$
|
206
|
|
|
$
|
153,704
|
|
|
$
|
(402
|
)
|
|
$
|
(6,815
|
)
|
|
$
|
146,693
|
|
|
$
|
47,452
|
|
|
$
|
194,145
|
|
Purchase accounting entries due to the Aegis Transactions
|
|
16,226,392
|
|
|
162
|
|
|
108,340
|
|
|
—
|
|
|
—
|
|
|
108,502
|
|
|
—
|
|
|
108,502
|
|
|||||||
Common stock issued in conjunction with the Aegis Transactions
|
|
166,667
|
|
|
2
|
|
|
1,998
|
|
|
—
|
|
|
—
|
|
|
2,000
|
|
|
—
|
|
|
2,000
|
|
|||||||
Common stock issued
|
|
453,264
|
|
|
4
|
|
|
2,601
|
|
|
—
|
|
|
—
|
|
|
2,605
|
|
|
—
|
|
|
2,605
|
|
|||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
674
|
|
|
—
|
|
|
—
|
|
|
674
|
|
|
—
|
|
|
674
|
|
|||||||
Changes to Other Comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,145
|
)
|
|
—
|
|
|
(5,145
|
)
|
|
(995
|
)
|
|
(6,140
|
)
|
|||||||
Dividend paid in cash
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,137
|
)
|
|
(3,137
|
)
|
|||||||
Net income (Loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,312
|
)
|
|
(24,312
|
)
|
|
2,036
|
|
|
(22,276
|
)
|
|||||||
Balance, December 31, 2018
|
|
37,446,323
|
|
|
$
|
374
|
|
|
$
|
267,317
|
|
|
$
|
(5,547
|
)
|
|
$
|
(31,127
|
)
|
|
$
|
231,017
|
|
|
$
|
45,356
|
|
|
$
|
276,373
|
|
|
Estimated Useful Life
|
Buildings and building improvements
|
10-30 years
|
Telephone and computer equipment
|
3-5 years
|
Furniture, fixtures, and miscellaneous equipment
|
5-7 years
|
Software
|
3 years
|
|
Estimated Useful life
|
Customer Relationship
|
8 - 13.5 years
|
Brand
|
13.5 years
|
Trademarks
|
15 years
|
Developed Technology
|
5 years
|
|
|
From July 20, 2018 through December 31, 2018
|
||
Revenues
|
|
$
|
106,186
|
|
Net loss
|
|
$
|
(11,849
|
)
|
|
|
Nine Months Ended December 31, 2018
|
Year Ended March 31, 2018
|
||||
Revenues
|
|
$
|
497,246
|
|
$
|
761,642
|
|
Net loss attributable to Startek shareholders
|
|
$
|
(20,006
|
)
|
$
|
(10,317
|
)
|
Net loss per common share - basic and diluted
|
|
$
|
(0.66
|
)
|
$
|
(0.50
|
)
|
Weighted average common shares outstanding - basic and diluted
|
|
30,518
|
|
20,600
|
|
|
Amount
|
||
Purchase consideration
|
$
|
280,000
|
|
Less: Cash acquired
|
21,357
|
|
|
Total allocable purchase consideration
|
$
|
258,643
|
|
|
|
||
|
Amount
|
||
Assets
|
|
||
Property, plant and equipment , net
|
$
|
27,715
|
|
Goodwill
|
162,168
|
|
|
Software
|
9,980
|
|
|
Customer relationships
|
52,600
|
|
|
Brand
|
49,500
|
|
|
Equity affiliates
|
2,030
|
|
|
Other current and non-current assets (including restricted cash)
|
150,718
|
|
|
Liabilities
|
|
||
Trade payables
|
(17,516
|
)
|
|
Borrowings
|
(24,893
|
)
|
|
Accrued expenses and other current liabilities
|
(107,939
|
)
|
|
Non-controlling interests
|
(45,720
|
)
|
|
Total purchase price
|
$
|
258,643
|
|
Reporting units
|
|
Amount
|
||
Aegis
|
|
$
|
162,168
|
|
StarTek
|
|
$
|
63,282
|
|
Total
|
|
$
|
225,450
|
|
|
|
Amount
|
||
Opening balance, March 31, 2018
|
|
$
|
153,368
|
|
Goodwill attributable to the Aegis Transactions, net of measurement period adjustments
|
|
63,282
|
|
|
Measurement period adjustments attributable to the ESM acquisition
|
|
8,800
|
|
|
Ending balance, December 31, 2018
|
|
$
|
225,450
|
|
|
|
Gross Intangibles
|
|
|
Accumulated Amortization
|
|
|
Net Intangibles
|
|
|
Weighted Average Amortization Period (years)
|
|||
Customer relationships
|
|
$
|
65,050
|
|
|
$
|
5,018
|
|
|
$
|
60,032
|
|
|
6.5
|
Brand
|
|
49,500
|
|
|
4,067
|
|
|
45,433
|
|
|
7.2
|
|||
Trademarks
|
|
14,410
|
|
|
430
|
|
|
13,980
|
|
|
7.6
|
|||
Other intangibles
|
|
2,100
|
|
|
209
|
|
|
1,891
|
|
|
4.9
|
|||
Total intangible assets
|
|
$
|
131,060
|
|
|
$
|
9,724
|
|
|
$
|
121,336
|
|
|
|
Year Ending December 31,
|
|
Amount
|
|
|
2019
|
|
$
|
10,427
|
|
2020
|
|
10,277
|
|
|
2021
|
|
10,277
|
|
|
2022
|
|
10,277
|
|
|
2023
|
|
10,236
|
|
|
Thereafter
|
|
69,842
|
|
•
|
The identification, operation, management and maintenance of facilities, IT equipment, and IT and telecommunications infrastructure
|
•
|
Management of the entire human resources function, including recruiting, hiring, training, supervising, evaluating, coaching, retaining, compensating, providing employee benefits programs, and disciplinary activities
|
•
|
ASC 606-10-50-14 exempts companies from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less
|
•
|
ASC 340-40-25-4 allows companies to to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less.
|
•
|
ASC 606-10-32-18 allows an entity not to adjust the promised amount of consideration for the effects of a significant financing component if the entity expects, at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less
|
•
|
ASC 606-10-32-2A allows an entity to make an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer (for example, sales, use, value added, and some excise taxes)
|
•
|
ASC 606-10-55-18 allows an entity that has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date (for example, a service contract
|
|
|
Nine Months Ended December 31, 2018
|
Successor November 22, 2017 to March 31, 2018
|
Predecessor April 01, 2017 to November 21, 2017
|
||||||
Telecom
|
|
$
|
203,732
|
|
$
|
102,288
|
|
$
|
202,161
|
|
E-commerce & Consumer
|
|
56,797
|
|
14,546
|
|
23,194
|
|
|||
Financial & Business Services
|
|
40,325
|
|
21,539
|
|
32,970
|
|
|||
Media & Cable
|
|
39,529
|
|
4,781
|
|
7,696
|
|
|||
Travel & Hospitality
|
|
38,167
|
|
16,235
|
|
24,017
|
|
|||
Healthcare & Education
|
|
19,254
|
|
3,323
|
|
4,937
|
|
|||
Energy, Power & utility
|
|
7,539
|
|
4,102
|
|
7,569
|
|
|||
All other segments
|
|
14,974
|
|
3,143
|
|
7,576
|
|
|||
Total revenue
|
|
$
|
420,317
|
|
$
|
169,957
|
|
$
|
310,120
|
|
|
|
Nine Months Ended December 31, 2018
|
|
Anti-dilutive securities:
|
|
|
|
Stock options
|
|
2,869
|
|
Restricted stock/Deferred stock units
|
|
20
|
|
Total anti-dilutive securities
|
|
2,889
|
|
|
Employee-related
|
Facilities-related
|
Total
|
||||||
Balance as of March 31, 2018
|
$
|
—
|
|
$
|
1,868
|
|
$
|
1,868
|
|
Restructuring liability acquired as part of the Aegis Transactions
|
400
|
|
329
|
|
$
|
729
|
|
||
Accruals
|
1,948
|
|
1,531
|
|
$
|
3,479
|
|
||
Payments
|
(1,588
|
)
|
(1,460
|
)
|
$
|
(3,048
|
)
|
||
Balance as of December 31, 2018
|
$
|
760
|
|
$
|
2,268
|
|
$
|
3,028
|
|
|
As at December 31, 2018
|
||||
|
Local Currency Notional Amount
|
|
U.S. Dollar Notional Amount
|
|
|
Canadian dollar
|
2,500
|
|
$
|
1,951
|
|
Philippine peso
|
1,134,000
|
|
$
|
20,996
|
|
|
|
$
|
22,948
|
|
|
Gain (Loss) Recognized in AOCI, net of tax Year Ended December 31, 2018
|
|
Gain/ (Loss) Reclassified from AOCI into Income Year Ended December 31, 2018
|
Cash flow hedges:
|
|
|
|
Foreign exchange contracts
|
$53
|
|
$13
|
Derivatives not designated under ASC 815
|
|
For the Nine Months Ended December 31, 2018
|
||
Foreign currency range forward contracts
|
|
$
|
1,165
|
|
Interest rate swap
|
|
$
|
(221
|
)
|
|
|
As of December 31, 2018
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
|
$
|
—
|
|
|
$
|
1,388
|
|
|
$
|
—
|
|
|
$
|
1,388
|
|
Total fair value of assets measured on a recurring basis
|
|
$
|
—
|
|
|
$
|
1,388
|
|
|
$
|
—
|
|
|
$
|
1,388
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap
|
|
$
|
—
|
|
|
$
|
31
|
|
|
$
|
—
|
|
|
$
|
31
|
|
Foreign exchange contracts
|
|
$
|
—
|
|
|
$
|
276
|
|
|
$
|
—
|
|
|
$
|
276
|
|
Total fair value of liabilities measured on a recurring basis
|
|
$
|
—
|
|
|
$
|
307
|
|
|
$
|
—
|
|
|
$
|
307
|
|
|
|
As of March 31, 2018
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swap
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
14
|
|
Total fair value of liabilities measured on a recurring basis
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
|
December 31, 2018
|
|
March 31, 2018
|
||||
Short term debt and current portion of long term debt
|
|
|
|
|
||||
Working capital facilities
|
|
$
|
21,975
|
|
|
$
|
12,813
|
|
Term loan
|
|
9,800
|
|
|
6,215
|
|
||
Capital lease obligations
|
|
1,816
|
|
|
28
|
|
||
Buyers credit from banks
|
|
—
|
|
|
1,389
|
|
||
Packing credit in foreign currency
|
|
—
|
|
|
3,426
|
|
||
Total short term debt
|
|
$
|
33,591
|
|
|
$
|
23,871
|
|
|
|
|
|
|
||||
Long term debt
|
|
|
|
|
||||
Term loan, net of debt issuance costs
|
|
$
|
120,462
|
|
|
$
|
127,119
|
|
Secured revolving credit facility
|
|
31,152
|
|
|
—
|
|
||
Capital lease obligations
|
|
486
|
|
|
14
|
|
||
Total long term debt
|
|
$
|
152,100
|
|
|
$
|
127,133
|
|
Years
|
December 31, 2018
|
|
|
2019
|
9,800
|
|
|
2020
|
16,800
|
|
|
2021
|
21,000
|
|
|
2022
|
88,200
|
|
|
|
$
|
135,800
|
|
|
Shares
|
|
Weighted
Average Exercise Price |
|
Weighted-Average
Remaining Contractual Term (in yrs) |
|||
Outstanding as of July 21, 2018
|
2,879,865
|
|
|
$
|
5.33
|
|
|
|
Granted
|
29,082
|
|
|
6.44
|
|
|
|
|
Exercised
|
(20,565
|
)
|
|
4.38
|
|
|
|
|
Forfeited
|
(17,500
|
)
|
|
6.10
|
|
|
|
|
Expired
|
(1,935
|
)
|
|
6.43
|
|
|
|
|
Outstanding as of December 31, 2018
|
2,868,947
|
|
|
$
|
5.35
|
|
|
5.93
|
Vested and exercisable as of December 31, 2018
|
2,261,128
|
|
|
$
|
4.95
|
|
|
5.01
|
|
As of December 31, 2018
|
|
As of March 31, 2018
|
||||
(a) Liability recognized in consolidated balance sheets
|
|
|
|
||||
Liability at the end of the year
|
$
|
12,382
|
|
|
$
|
8,304
|
|
(b) Current/Non current liability
|
|
|
|
||||
Current liability
|
$
|
2,957
|
|
|
$
|
1,588
|
|
Non current liability
|
$
|
9,425
|
|
|
$
|
6,716
|
|
|
Year Ended December 31, 2018
|
|
November 22, 2017 to March 31, 2018
|
April 01, 2017 to November 21, 2017
|
||||||
|
2018
|
|
Successor
|
Predecessor
|
||||||
U.S.
|
$
|
(14,321
|
)
|
|
$
|
—
|
|
$
|
—
|
|
Foreign
|
(4,385
|
)
|
|
(3,530
|
)
|
8,553
|
|
|||
Total
|
$
|
(18,706
|
)
|
|
$
|
(3,530
|
)
|
$
|
8,553
|
|
|
Year Ended December 31, 2018
|
|
November 22, 2017 to March 31, 2018
|
April 01, 2017 to November 21, 2017
|
||||||
|
|
|
Successor
|
Predecessor
|
||||||
Current:
|
|
|
|
|
|
|||||
Federal
|
$
|
(93
|
)
|
|
$
|
—
|
|
$
|
—
|
|
State
|
(13
|
)
|
|
—
|
|
—
|
|
|||
Foreign
|
3,669
|
|
|
2,214
|
|
3,252
|
|
|||
Total current (benefit) expense
|
$
|
3,563
|
|
|
$
|
2,214
|
|
$
|
3,252
|
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
|||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
State
|
—
|
|
|
—
|
|
—
|
|
|||
Foreign
|
7
|
|
|
(909
|
)
|
(74
|
)
|
|||
Total deferred (benefit) expense
|
$
|
7
|
|
|
$
|
(909
|
)
|
$
|
(74
|
)
|
|
|
|
|
|
||||||
Income tax expense
|
$
|
3,570
|
|
|
$
|
1,305
|
|
$
|
3,178
|
|
|
As of December 31, 2018
|
|
As of March 31, 2018
|
||||
Long-term deferred tax assets (liabilities):
|
|
|
|
||||
Property, plant and equipment
|
$
|
(3,336
|
)
|
|
$
|
(4,484
|
)
|
Prepaid expenses
|
(325
|
)
|
|
(12
|
)
|
||
Accrued stock compensation and other employee benefits
|
2,722
|
|
|
2,432
|
|
||
Accrued restructuring costs and other expenses
|
2,541
|
|
|
538
|
|
||
Tax credit carryforwards
|
5,233
|
|
|
—
|
|
||
Loss carryforwards
|
18,628
|
|
|
5,653
|
|
||
Intangibles and goodwill
|
(21,153
|
)
|
|
(17,357
|
)
|
||
Translation adjustments and withholdings taxes
|
(3,472
|
)
|
|
—
|
|
||
Other
|
540
|
|
|
—
|
|
||
Net long-term deferred tax assets
|
$
|
1,378
|
|
|
$
|
(13,230
|
)
|
|
|
|
|
||||
Valuation allowance
|
(15,231
|
)
|
|
—
|
|
||
|
|
|
|
||||
Total net deferred tax asset (liability)
|
$
|
(13,853
|
)
|
|
$
|
(13,230
|
)
|
|
Nine Months Ended December 31, 2018
|
|
November 22, 2017 to March 31, 2018
|
April 1, 2017 to November 21, 2017
|
|||
|
|
|
Successor
|
Predecessor
|
|||
Statutory tax rate
|
21.0
|
%
|
|
17.0
|
%
|
3.0
|
%
|
Effect of state taxes (net of federal benefit)
|
1.4
|
%
|
|
—
|
%
|
—
|
%
|
Rate differential on foreign earnings
|
(3.8
|
)%
|
|
(44.4
|
)%
|
16.9
|
%
|
Valuation allowance
|
(13.6
|
)%
|
|
—
|
%
|
—
|
%
|
Unutilized losses for tax purposes
|
(7.6
|
)%
|
|
—
|
%
|
—
|
%
|
Transaction costs
|
(6.0
|
)%
|
|
—
|
%
|
—
|
%
|
Disallowances for income tax purposes
|
(2.2
|
)%
|
|
(33.7
|
)%
|
7.0
|
%
|
Tax relating to origination or reversal of temporary differences
|
(2.1
|
)%
|
|
—
|
%
|
—
|
%
|
Income exempt for tax purposes
|
—
|
%
|
|
24.7
|
%
|
(2.4
|
)%
|
Reversal of tax benefits
|
—
|
%
|
|
—
|
%
|
12.7
|
%
|
Other, net
|
(6.2
|
)%
|
|
(0.6
|
)%
|
—
|
%
|
Total
|
(19.1
|
)%
|
|
(37.0
|
)%
|
37.2
|
%
|
|
Nine Months Ended December 31, 2018
|
|
November 22, 2017 to March 31, 2018
|
|
April 01, 2017 to November 21, 2017
|
||||||
|
|
|
Successor
|
|
Predecessor
|
||||||
Unrecognized, beginning
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Additions due to acquisition
|
$
|
3,122
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Additions based on tax positions taken in the period
|
$
|
201
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Reductions based on tax positions taken in the period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Unrecognized, ending
|
$
|
3,323
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(Amount in thousands)
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gain (Loss) on Cash Flow Hedging Instruments
|
|
Defined Benefit Plan
|
|
Equity Attributable to Startek Shareholders
|
|
Non-controlling Interests
|
|
Total
|
||||||||||||
Predecessor
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at March 31, 2017
|
$
|
(10,657
|
)
|
|
$
|
—
|
|
|
$
|
(771
|
)
|
|
$
|
(11,428
|
)
|
|
$
|
(699
|
)
|
|
$
|
(12,127
|
)
|
Foreign currency translation
|
(1,510
|
)
|
|
—
|
|
|
—
|
|
|
(1,510
|
)
|
|
|
|
(1,510
|
)
|
|||||||
Pension remeasurement
|
—
|
|
|
—
|
|
|
(767
|
)
|
|
(767
|
)
|
|
(624
|
)
|
|
$
|
(1,391
|
)
|
|||||
Balance at November 21, 2017
|
$
|
(12,167
|
)
|
|
$
|
—
|
|
|
$
|
(1,538
|
)
|
|
$
|
(13,705
|
)
|
|
$
|
(1,323
|
)
|
|
$
|
(15,028
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Successor
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at November 22, 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency translation
|
(110
|
)
|
|
—
|
|
|
—
|
|
|
(110
|
)
|
|
—
|
|
|
(110
|
)
|
||||||
Pension remeasurement
|
—
|
|
|
—
|
|
|
(292
|
)
|
|
(292
|
)
|
|
(248
|
)
|
|
(540
|
)
|
||||||
Balance at March 31, 2018
|
$
|
(110
|
)
|
|
$
|
—
|
|
|
$
|
(292
|
)
|
|
$
|
(402
|
)
|
|
$
|
(248
|
)
|
|
$
|
(650
|
)
|
Foreign currency translation
|
(3,879
|
)
|
|
—
|
|
|
—
|
|
|
(3,879
|
)
|
|
—
|
|
|
(3,879
|
)
|
||||||
Reclassification to operations
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
||||||
Unrealized losses
|
—
|
|
|
53
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
53
|
|
||||||
Pension remeasurement
|
—
|
|
|
—
|
|
|
(1,251
|
)
|
|
(1,251
|
)
|
|
(995
|
)
|
|
(2,246
|
)
|
||||||
Tax provision
|
—
|
|
|
(81
|
)
|
|
—
|
|
|
(81
|
)
|
|
—
|
|
|
(81
|
)
|
||||||
Balance at December 31, 2018
|
$
|
(3,989
|
)
|
|
$
|
(15
|
)
|
|
$
|
(1,543
|
)
|
|
$
|
(5,547
|
)
|
|
$
|
(1,243
|
)
|
|
$
|
(6,790
|
)
|
|
Operating leases
|
Capital leases
|
||||
2019
|
$
|
33,989
|
|
$
|
1,967
|
|
2020
|
28,544
|
|
533
|
|
||
2021
|
22,323
|
|
2
|
|
||
2022
|
18,080
|
|
—
|
|
||
2023
|
12,617
|
|
—
|
|
||
Thereafter
|
14,774
|
|
—
|
|
||
Total minimum lease payments
|
$
|
130,327
|
|
$
|
2,502
|
|
Less amount representing interest
|
|
$
|
(200
|
)
|
||
Present value of capital lease obligations
|
|
$
|
2,302
|
|
||
Capital lease obligations, current portion
|
|
$
|
1,816
|
|
||
Capital lease obligations, long term portion
|
|
$
|
486
|
|
Revenue
|
Nine Months Ended December 31, 2018
|
|
Successor
November 22, 2017 to March 31, 2018 |
Predecessor April 01, 2017 to November 21, 2017
|
||||||
India
|
$
|
62,669
|
|
|
$
|
35,370
|
|
$
|
63,183
|
|
Middle East
|
92,204
|
|
|
51,269
|
|
102,800
|
|
|||
Malaysia
|
43,425
|
|
|
20,290
|
|
29,401
|
|
|||
Argentina
|
38,722
|
|
|
24,376
|
|
48,455
|
|
|||
United States
|
76,564
|
|
|
10,898
|
|
19,518
|
|
|||
Australia
|
25,152
|
|
|
14,411
|
|
23,115
|
|
|||
Philippines
|
30,459
|
|
|
—
|
|
—
|
|
|||
Rest of World
|
51,122
|
|
|
13,343
|
|
23,648
|
|
|||
Total revenue
|
$
|
420,317
|
|
|
$
|
169,957
|
|
$
|
310,120
|
|
Property, plant and equipment, net:
|
As on December 31, 2018
|
|
As on March 31, 2018
|
||||
India
|
$
|
13,287
|
|
|
$
|
17,987
|
|
Middle East
|
6,507
|
|
|
7,970
|
|
||
Malaysia
|
5,058
|
|
|
5,047
|
|
||
Argentina
|
1,341
|
|
|
1,279
|
|
||
United States
|
5,349
|
|
|
—
|
|
||
Australia
|
345
|
|
|
265
|
|
||
Philippines
|
2,835
|
|
|
—
|
|
||
Rest of World
|
7,519
|
|
|
4,178
|
|
||
Total property, plant, and equipment, net
|
$
|
42,242
|
|
|
$
|
36,726
|
|
|
As of December 31,
|
|
As of March 31,
|
||||
|
2018
|
|
2018
|
||||
Land, buildings and improvements
|
$
|
11,847
|
|
|
$
|
10,591
|
|
Telephone and computer equipment
|
12,618
|
|
|
10,867
|
|
||
Furniture, fixtures, and miscellaneous equipment
|
8,954
|
|
|
7,845
|
|
||
Construction in progress
|
439
|
|
|
148
|
|
||
Computer Software
|
13,785
|
|
|
12,958
|
|
||
Assets acquired under capital lease
|
3,841
|
|
|
—
|
|
||
|
$
|
51,484
|
|
|
$
|
42,409
|
|
Less accumulated depreciation and impairment
|
8,783
|
|
|
5,683
|
|
||
Less accumulated amortization under capital lease
|
459
|
|
|
—
|
|
||
Total property, plant and equipment, net
|
$
|
42,242
|
|
|
$
|
36,726
|
|
|
Nine Months Ended December 31, 2018
|
|
Successor November 22, 2017 to March 31, 2018
|
|
Predecessor April 01, 2017 to November 21, 2017
|
||||||
Interest income
|
$
|
123
|
|
|
$
|
124
|
|
|
$
|
248
|
|
Interest expense
|
(10,380
|
)
|
|
(3,846
|
)
|
|
(4,789
|
)
|
|||
Other finance cost
|
(2,765
|
)
|
|
(204
|
)
|
|
(252
|
)
|
|||
Other income (expense)
|
493
|
|
|
68
|
|
|
212
|
|
|||
Interest and other income (expense), net
|
$
|
(12,529
|
)
|
|
$
|
(3,858
|
)
|
|
$
|
(4,581
|
)
|
|
|
Successor November 22, 2017 to December 31, 2017
(Unaudited) |
|
Predecessor April 01, 2017 to November 21, 2017
(Audited) |
||||
Revenue
|
|
$
|
54,364
|
|
|
$
|
310,120
|
|
Gross Profit
|
|
7,750
|
|
|
44,350
|
|
||
Income Taxes
|
|
973
|
|
|
3,178
|
|
||
Net Income
|
|
356
|
|
|
5,375
|
|
||
Net income attributable to non-controlling interests
|
|
1,008
|
|
|
2,712
|
|
||
Net income (loss) attributable to Startek shareholders
|
|
(652
|
)
|
|
2,663
|
|
||
Net income (loss) per common share - basic
|
|
$
|
(0.03
|
)
|
|
$
|
0.13
|
|
Weighted average common shares outstanding - basic
|
|
20,600
|
|
|
20,600
|
|
||
Net income (loss) per common share - diluted
|
|
$
|
(0.03
|
)
|
|
$
|
0.13
|
|
Weighted average common shares outstanding - diluted
|
|
20,600
|
|
|
20,600
|
|
1.
|
We did not have sufficient resources with the appropriate levels of expertise to ensure effective and accurate financial reporting under US GAAP and SEC requirements.
|
2.
|
Our internal controls over SEC reporting, consolidation and accounting for significant and unusual transactions were not designed effectively to ensure that new processes necessary as a result of the reverse acquisition (the Aegis Transactions) were implemented and effective prior to December 31, 2018.
|
|
||||||
|
|
|
|
|
|
|
Officer Name
|
|
Age
|
|
Position
|
|
Joined StarTek
|
Lance Rosenzweig
|
|
56
|
|
President and Global Chief Executive Officer
|
|
2018*
|
Ramesh Kamath
|
|
61
|
|
Chief Financial Officer
|
|
2018*
|
Peter F. Martino
|
|
52
|
|
Chief Operating Officer, Americas and Philippines
|
|
2014
|
Sandeep Gulati
|
|
48
|
|
Chief Operating Officer - APAC and Middle East & Africa (MEA)
|
|
2018*
|
Joseph Duryea
|
|
55
|
|
Global Chief Revenue Officer
|
|
2018
|
Surender Mohan Gupta
|
|
53
|
|
Global Chief People Officer
|
|
2018*
|
Wayne White
|
|
54
|
|
Global Chief Information Officer
|
|
2015
|
Name and Principal Position
|
|
Year (a)
|
|
Salary
($)
|
|
Bonus
($)
|
|
Option
Awards
($) (b)
|
|
Non-Equity
Incentive Plan
Compensation
($) (c)
|
|
All Other
Compensation
($) (d)
|
|
Total ($)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Lance Rosenzweig, Global Chief Executive Officer
|
(e)
|
2018
|
|
221,538
|
|
|
250,000
|
|
(f)
|
2,266,145
|
|
|
—
|
|
|
1,650
|
|
|
2,739,333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Chad A. Carlson, Former President, CEO and Director
|
|
2018
|
|
515,000
|
|
|
772,500
|
|
(f)
|
38,486
|
|
|
—
|
|
|
17,145
|
|
|
1,343,131
|
|
|
|
2017
|
|
512,577
|
|
|
—
|
|
|
201,250
|
|
|
76,973
|
|
|
13,564
|
|
|
804,364
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Wayne White,
Global Chief Information Officer
|
|
2018
|
|
229,623
|
|
|
82,400
|
|
(f)
|
—
|
|
|
—
|
|
|
9,860
|
|
|
321,883
|
|
|
|
2017
|
|
206,000
|
|
|
—
|
|
|
—
|
|
|
15,226
|
|
|
3,184
|
|
|
224,410
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Peter F. Martino, Chief Operating Officer, Americas and Philippines
|
|
2018
|
|
267,608
|
|
(g)
|
206,000
|
|
(f)
|
6,987
|
|
|
—
|
|
|
12,954
|
|
|
493,549
|
|
|
|
2017
|
|
307,856
|
|
(g)
|
—
|
|
|
36,225
|
|
|
23,289
|
|
|
13,674
|
|
|
381,044
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Donald Norsworthy, Former Senior Vice President, Chief Financial Officer and Treasurer
|
|
2018
|
|
204,812
|
|
|
375,000
|
|
(f)
|
9,525
|
|
|
—
|
|
|
296,343
|
|
|
885,680
|
|
|
|
2017
|
|
281,352
|
|
|
—
|
|
|
49,809
|
|
|
31,751
|
|
|
8,272
|
|
|
371,184
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stephen C. White, Former Chief Sales and Marketing Officer
|
|
2018
|
|
700,914
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,624
|
|
|
704,538
|
|
|
|
2017
|
|
479,430
|
|
(h)
|
—
|
|
|
—
|
|
|
—
|
|
|
55,596
|
|
|
535,026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
All amounts in this table are presented for the full calendar years that are indicated. As discussed further elsewhere in this Form 10-KT, for accounting purposes, the Aegis Transactions are treated as a reverse acquisition and Aegis is considered the accounting acquirer. As a result, the fiscal year end of the Company upon closing of the Aegis Transactions became March 31. Upon filing of the Form 8-K/A by the Company on October 5, 2018, the fiscal year end of the Company was changed back to December 31 by the Board of Directors. In order to provide comparability of historical compensation practices, the historical compensation information in this Summary Compensation Table is provided for the full calendar years that are indicated.
|
(b)
|
The amounts shown in this column reflect the aggregate grant date fair value of stock awards and options granted to each named executive officer during 2018 and 2017, respectively. This does not reflect amounts paid to or realized by the named executive officers. See Note 11 to our consolidated financial statements for the nine months ended December 31, 2018 for information on the assumptions used in accounting for equity awards.
|
(c)
|
The amounts disclosed under Non-Equity Incentive Plan Compensation reflect payouts under the annual Executive Incentive Plan that was in effect prior to the consummation of the Aegis Transactions.
|
(d)
|
Included in All Other Compensation for 2018 are employer contributions related to our 401(k) Plan (Mr. Carlson, $11,000; Mr. Wayne White, $5,046; Mr. Martino, $7,907; and Mr. Norsworthy, $9,173), health insurance premiums (Mr. Rosenzweig, $573; Mr. Carlson, $2,961; Mr. Wayne White, $2,961; Mr. Martino, $2,961; Mr. Norsworthy, $1,902; and Mr. Stephen C. White, $2,344), premiums for group term and long term disability insurance (Mr. Carlson, $966; Mr. Wayne White, $966; Mr. Martino, $966; Mr. Norsworthy, $1,204; and Mr. Stephen C. White, $473), premiums for group short term disability insurance (Mr. Rosenzweig, $1,077; Mr. Carlson, $2,219; Mr. Wayne White, $888; Mr. Martino, $1,120; Mr. Norsworthy, $813; and Mr. Stephen C. White, $808); and severance payments made to Mr. Norsworthy upon the termination of his employment with the Company ($283,250).
|
(e)
|
Mr. Rosenzweig became Global Chief Executive Officer upon the consummation of the Aegis Transactions in 2018. Amounts presented do not include any compensation paid to Mr. Rosenzweig by Aegis for periods prior to the consummation of the Aegis Transactions.
|
(f)
|
All bonus payments made in 2018 were categorized as follows:
|
|
Extraordinary Service Bonus (1)
|
Aegis Transaction Closing Bonus (2)
|
Sign-On Bonus
|
Retention Bonus
|
Total
|
Mr. Carlson
|
--
|
$515,000
|
$257,500 (3)
|
--
|
$772,500
|
Mr. Martino
|
$50,000
|
$156,000
|
--
|
--
|
$206,000
|
Mr. Norsworthy
|
$50,000
|
$325,000
|
--
|
--
|
$375,000
|
Mr. Rosenzweig
|
--
|
--
|
$250,000 (4)
|
--
|
$250,000
|
Wayne White
|
--
|
--
|
--
|
$82,400
|
$82,400
|
(g)
|
Mr. Martino’s salary included commissions of $7,608 in fiscal 2018 and $50,241 in fiscal 2017.
|
(h)
|
Mr. Stephen C. White's salary included commissions of $494,183 in fiscal 2018 and $239,045 in fiscal 2017.
|
|
|
|
|
Option Awards
|
|
|
|||||||||
Name
|
|
Grant Date
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
|
Option Exercise
Price ($)
|
|
Option
Expiration Date
|
|
|
|||
Lance Rosenzweig
|
|
7/23/2018
|
|
97,333
|
|
|
486,667
|
|
|
6.17
|
|
|
7/23/2028
|
|
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Chad A. Carlson
|
|
3/6/2018
|
|
3,192
|
|
|
3,192
|
|
|
11.18
|
|
|
3/6/2028
|
|
(b)(c)
|
|
|
2/23/2017
|
|
20,633
|
|
|
20,633
|
|
|
9.17
|
|
|
2/23/2027
|
|
(b)(c)
|
|
|
2/22/2016
|
|
8,976
|
|
|
8,976
|
|
|
4.62
|
|
|
2/22/2026
|
|
(b)(c)
|
|
|
2/22/2016
|
|
15,187
|
|
|
—
|
|
|
4.62
|
|
|
2/22/2026
|
|
(d)
|
|
|
2/17/2015
|
|
13,340
|
|
|
—
|
|
|
8.85
|
|
|
2/17/2025
|
|
(d)
|
|
|
2/17/2015
|
|
29,124
|
|
|
—
|
|
|
8.85
|
|
|
2/17/2025
|
|
(c)
|
|
|
3/7/2014
|
|
20,905
|
|
|
—
|
|
|
7.00
|
|
|
3/7/2024
|
|
(d)
|
|
|
3/7/2014
|
|
22,884
|
|
|
—
|
|
|
7.00
|
|
|
3/7/2024
|
|
(c)
|
|
|
2/25/2013
|
|
42,477
|
|
|
—
|
|
|
4.56
|
|
|
2/25/2023
|
|
(c)
|
|
|
2/25/2013
|
|
42,477
|
|
|
—
|
|
|
4.56
|
|
|
2/25/2023
|
|
(d)
|
|
|
2/14/2013
|
|
200,000
|
|
|
—
|
|
|
4.42
|
|
|
2/14/2023
|
|
(c)
|
|
|
6/24/2011
|
|
157,440
|
|
|
—
|
|
|
3.8
|
|
|
6/24/2021
|
|
(e)
|
|
|
6/14/2010
|
|
71,747
|
|
|
—
|
|
|
4.79
|
|
|
6/14/2020
|
|
(e)
|
|
|
|
|
|
|
|
|
|
|
||||||
Wayne White
|
|
12/12/2016
|
|
5,000
|
|
|
5,000
|
|
|
8.28
|
|
|
12/12/2026
|
|
(b)(c)
|
|
|
10/15/2015
|
|
20,000
|
|
|
—
|
|
|
4.66
|
|
|
10/15/2025
|
|
(b)(c)
|
|
|
8/10/2015
|
|
10,000
|
|
|
—
|
|
|
4.55
|
|
|
8/10/2025
|
|
(b)(c)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Peter F. Martino
|
|
3/6/2018
|
|
579
|
|
|
580
|
|
|
11.18
|
|
|
3/6/2028
|
|
(b)(c)
|
|
|
2/23/2017
|
|
3,713
|
|
|
3,714
|
|
|
9.17
|
|
|
2/23/2027
|
|
(b)(c)
|
|
|
2/22/2016
|
|
1,643
|
|
|
1,644
|
|
|
4.62
|
|
|
2/22/2026
|
|
(b)(c)
|
|
|
2/17/2015
|
|
5,506
|
|
|
—
|
|
|
8.85
|
|
|
2/17/2025
|
|
(c)
|
|
|
1/20/2014
|
|
85,000
|
|
|
—
|
|
|
6.75
|
|
|
1/20/2024
|
|
(c)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Donald Norsworthy
|
|
3/6/2018
|
|
1,580
|
|
|
—
|
|
|
11.18
|
|
|
3/6/2028
|
|
(f)
|
|
|
2/23/2017
|
|
10,213
|
|
|
—
|
|
|
9.17
|
|
|
2/23/2027
|
|
(f)
|
|
|
11/16/2015
|
|
75,000
|
|
|
—
|
|
|
3.80
|
|
|
11/16/2025
|
|
(f)
|
|
|
|
|
|
|
|
|
|
|
||||||
Stephen C. White
|
|
6/1/2016
|
|
75,000
|
|
|
—
|
|
|
4.37
|
|
|
6/1/2026
|
|
(g)
|
(a)
|
Options vest in 12 equal quarterly installments beginning on October 20, 2018.
|
(b)
|
50% of these Options became exercisable on July 20, 2018 in connection with the Aegis Transactions.
|
(c)
|
Options fully vest after three years from the date of grant.
|
(d)
|
Options vest immediately.
|
(e)
|
Options vest as to 25% of the option shares on the first anniversary of the date of grant and 2.0833% of the shares each month thereafter for 36 months.
|
(f)
|
50% of these Options became exercisable on July 20, 2018 in connection with the Aegis Transactions and 50% of these Options became exercisable on August 22, 2018 in connection with the termination of employment with the Company.
|
(g)
|
50% of these Options became exercisable on July 20, 2018 in connection with the Aegis Transactions and 50% of these Options became exercisable on September 30, 2018 in connection with the termination of employment with the Company.
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
Name
|
|
Stock Awards
(a)
($)
|
|
Option Awards
(a)
($)
|
|
Total ($)
|
|||
Arnaud Ajdler
|
|
22,500
|
|
|
0
|
|
|
22,500
|
|
Sanjay Chakrabarty
|
|
0
|
|
|
22,500
|
|
|
22,500
|
|
Jack D. Plating
|
|
0
|
|
|
67,500
|
|
|
67,500
|
|
Bharat Rao
|
|
0
|
|
|
22,500
|
|
|
22,500
|
|
Benjamin L. Rosenzweig
|
|
90,000
|
|
|
0
|
|
|
90,000
|
|
Aparup Sengupta
|
|
0
|
|
|
22,500
|
|
|
22,500
|
|
Mukesh Sharda
|
|
0
|
|
|
22,500
|
|
|
22,500
|
|
Robert Sheft
|
|
0
|
|
|
90,000
|
|
|
90,000
|
|
Ed Zschau
|
|
0
|
|
|
90,000
|
|
|
90,000
|
|
|
|
(a)
|
The amounts shown in these columns reflect the aggregate grant date fair value of stock awards and options granted to each director during 2018. This does not reflect amounts paid to or realized by the directors. See Note 11 to our consolidated financial statements for the nine months ended December 31, 2018 for information on the assumptions used in accounting for equity awards.
|
|
||||||
|
|
|
|
|
|
|
Name
|
|
Aggregate number of
stock options
|
|
Aggregate number of
deferred stock units
|
||
Aparup Sengupta
|
|
4,847
|
|
|
0
|
|
Mukesh Sharda
|
|
4,847
|
|
|
0
|
|
Sanjay Charabarty
|
|
4,847
|
|
|
0
|
|
Bharat Rao
|
|
4,847
|
|
|
0
|
|
Robert Sheft
|
|
224,919
|
|
|
0
|
|
Ed Zschau
|
|
233,919
|
|
|
0
|
|
Plan Category
|
|
(a)
Number of
Securities to be
Issued Upon
Exercise of
Outstanding Options
|
|
(b)
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants,
and Rights
|
|
(c)
Number of Securities
Available for Future
Issuance Under Equity
Compensation Plans
(Excluding Securities
Reflected in Column (a))
|
||||
Equity compensation plans approved by stockholders
|
|
2,261,128
|
|
|
$
|
4.95
|
|
|
123,125
|
|
Equity compensation plans not approved by stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
2,261,128
|
|
|
$
|
4.95
|
|
|
123,125
|
|
•
|
Each of our directors and the executive officers named in the Summary Compensation Table;
|
•
|
Each person we know to have beneficially owned more than five percent of our common stock as of that date; and
|
•
|
All of our current executive officers and directors as a group.
|
|
|
Beneficial
Ownership of Shares
|
||||
Name of Beneficial Owner
|
|
Number of
Shares
(1)
|
|
Percentage of
Class
|
||
CSP Alpha Holdings Parent Pte Ltd
(2)
|
|
20,766,667
|
|
|
56.2
|
%
|
A. Emmet Stephenson, Jr.
(3)(4)
|
|
2,914,382
|
|
|
7.9
|
%
|
Steven D. Lebowitz
(5)
|
|
2,216,871
|
|
|
6.0
|
%
|
Directors:
|
|
|
|
|
|
|
Albert Aboody
(3)
|
|
—
|
|
|
*
|
|
Sanjay Chakrabarty
(3)(6)
|
|
9,913
|
|
|
*
|
|
Bharat Rao
(3)(6)
|
|
9,913
|
|
|
*
|
|
Julie Schoenfeld
(3)
|
|
3,214
|
|
|
*
|
|
Aparup Sengupta
(3)(6)
|
|
9,913
|
|
|
*
|
|
Mukesh Sharda
(3)(6)
|
|
9,913
|
|
|
*
|
|
Ed Zschau
(3)(7)
|
|
266,057
|
|
|
*
|
|
Named Executive Officers:
|
|
|
|
|
|
|
Lance Rosenzweig
(3)(8)
|
|
146,000
|
|
|
*
|
|
Chad A. Carlson
(3)(9)
|
|
822,807
|
|
|
2.2
|
%
|
Wayne White
(3)(10)
|
|
36,723
|
|
|
*
|
|
Peter F. Martino
(3)(11)
|
|
119,006
|
|
|
*
|
|
Donald Norsworthy
(3)(12)
|
|
104,659
|
|
|
*
|
|
Stephen C. White
(3)(13)
|
|
75,783
|
|
|
*
|
|
|
|
|
|
|
||
All Current Directors and Executive Officers as a group (14 persons)
|
|
610,652
|
|
|
1.6
|
%
|
•
|
Analysis, evaluation and structuring of potential investments and divestments;
|
•
|
Identification and arrangement of sources of financing; and
|
•
|
Monitoring performance and providing management advice.
|
|
2018
|
|
2017
|
||||
Audit fees
(a)
|
$
|
600,000
|
|
|
$
|
290,113
|
|
Audit related fees
(b)
|
68,000
|
|
|
81,640
|
|
||
Tax fees
(c)
|
18,000
|
|
|
18,400
|
|
||
All other fees
|
—
|
|
|
—
|
|
||
Total
|
$
|
686,000
|
|
|
$
|
390,153
|
|
(a)
|
Audit fees for services consisted of audits of our annual financial statements and internal controls over financial reporting and reviews of our Quarterly Reports on Form 10-Q.
|
(b)
|
Audit-related fees consisted of services related to our SOC 2 audit.
|
(c)
|
Tax fees for 2018 and 2017 consisted of services related to review of U.S. Federal and state tax returns, review of non-US tax returns, and certain other tax related services in foreign countries.
|
Exhibit
|
|
|
|
Incorporated Herein by Reference
|
|||||
No.
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
2.1
|
|
|
|
8-K
|
|
2.1
|
|
3/15/2018
|
|
2.2
|
|
|
|
8-K
|
|
2.1
|
|
7/5/2018
|
|
2.3
|
|
|
|
8-K
|
|
2.1
|
|
7/20/2018
|
|
3.1
|
|
|
|
S-1
|
|
3.1
|
|
1/29/1997
|
|
3.2
|
|
|
|
8-K
|
|
3.2
|
|
11/1/2011
|
|
3.3
|
|
|
|
10-K
|
|
3.3
|
|
3/8/2000
|
|
3.4
|
|
|
|
10-Q
|
|
3.4
|
|
8/14/2000
|
|
3.5
|
|
|
|
8-K
|
|
3.1
|
|
7/20/2018
|
|
4.1
|
|
|
|
10-Q
|
|
4.2
|
|
11/6/2007
|
|
4.2
|
|
|
|
10-Q
|
|
4.1
|
|
5/8/2018
|
|
10.1†
|
|
|
|
10-Q
|
|
10.2
|
|
5/10/2016
|
|
10.2†
|
|
|
|
8-K
|
|
10.3
|
|
5/5/2008
|
|
10.3†
|
|
|
|
8-K
|
|
10.4
|
|
5/5/2008
|
|
10.4†
|
|
|
|
8-K
|
|
10.5
|
|
5/5/2008
|
|
10.5†
|
|
|
|
8-K
|
|
10.6
|
|
5/5/2008
|
|
10.6†
|
|
|
|
10-K
|
|
10.49
|
|
3/9/2004
|
|
10.7†
|
|
|
|
10-Q
|
|
10.3
|
|
11/2/2011
|
|
10.8†
|
|
|
|
10-K
|
|
10.36
|
|
3/9/2012
|
|
10.9†
|
|
|
|
DEF 14A
|
|
A
|
|
4/29/2016
|
10.10†
|
|
|
|
DEF 14A
|
|
B
|
|
4/29/2016
|
|
10.11
|
|
|
|
10-Q
|
|
10.1
|
|
8/10/2015
|
|
10.12†
|
|
|
|
10-Q
|
|
10.2
|
|
5/11/2015
|
|
10.13†
|
|
|
|
10-Q
|
|
10.3
|
|
5/11/2015
|
|
10.14
|
|
|
|
10-Q
|
|
10.2
|
|
8/10/2015
|
|
10.15
|
|
|
|
10-Q
|
|
10.1
|
|
11/9/2015
|
|
10.16†
|
|
|
|
10-K
|
|
10.27
|
|
3/14/2016
|
|
10.17
|
|
|
|
8-K
|
|
10.1
|
|
1/26/2016
|
|
10.18
|
|
|
|
10-Q
|
|
10.1
|
|
4/3/2017
|
|
10.19
|
|
|
|
8-K
|
|
10.1
|
|
12/14/18
|
|
10.20†
|
|
|
|
8-K
|
|
10.2
|
|
7/20/2018
|
|
10.21†
|
|
|
|
10-Q
|
|
10.3
|
|
11/9/2018
|
|
10.22
|
|
|
|
10-Q
|
|
10.4
|
|
11/9/2018
|
|
10.23
|
|
|
|
10-Q
|
|
10.5
|
|
11/9/2018
|
|
10.24
|
|
|
|
10-Q
|
|
10.6
|
|
11/9/2018
|
|
10.25
|
|
|
|
10-Q
|
|
10.7
|
|
11/9/2018
|
|
10.26
|
|
|
|
10-Q
|
|
10.1
|
|
5/8/2018
|
|
21.1*
|
|
|
Subsidiaries of the Registrant
|
|
|
|
|
|
|
23.1*
|
|
|
Consent of Plante & Moran PLLC, Independent Registered Public Accounting Firm
|
|
|
|
|
|
|
23.2*
|
|
|
|
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
|
|
|
|
32.1*
|
|
|
|
|
|
|
|
|
101*
|
|
|
The following materials are formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Statements of Operations and Comprehensive Income (Loss) for nine months ended December 31, 2018, Successor period of November 22, 2017 to March 31, 2018, and Predecessor period of April 01, 2017 to November 21, 2017, (ii) Consolidated Balance Sheets as of December 31, 2018 and 2017, (iii) Consolidated Statements of Cash Flows for the nine months ended December 31, 2018, Successor period of November 22, 2017 to March 31, 2018, and Predecessor period of April 01, 2017 to November 21, 2017, (iv) Consolidated Statements of Stockholders’ Equity for nine months ended December 31, 2018, Successor period of November 22, 2017 to March 31, 2018, and Predecessor period of April 01, 2017 to November 21, 2017 and (v) Notes to Consolidated Financial Statements.
|
|
|
|
|
|
|
*
|
|
Filed with this Form 10-KT.
|
†
|
|
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/ LANCE ROSENZWEIG
|
Date: March 14, 2019
|
|
Lance Rosenzweig
|
c
|
|
Global Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
/s/ LANCE ROSENZWEIG
|
|
President and Chief Executive Officer (principal executive officer)
|
|
Date: March 14, 2019
|
Lance Rosenzweig
|
|
|
|
|
|
|
|
|
|
/s/ RAMESH KAMATH
|
|
Chief Financial Officer (principal financial and accounting officer)
|
|
Date: March 14, 2019
|
Ramesh Kamath
|
|
|
|
|
|
|
|
|
|
/s/ APARUP SENGUPTA
|
|
Chairman of the Board
|
|
Date: March 14, 2019
|
Aparup Sengupta
|
|
|
|
|
|
|
|
|
|
/s/ SANJAY CHAKRABARTY
|
|
Director
|
|
Date: March 14, 2019
|
Sanjay Chakrabarthy
|
|
|
|
|
|
|
|
|
|
/s/ ALBERT ABOODY
|
|
Director
|
|
Date: March 14, 2019
|
Albert Aboody
|
|
|
|
|
|
|
|
|
|
/s/ BHARAT RAO
|
|
Director
|
|
Date: March 14, 2019
|
Bharat Rao
|
|
|
|
|
|
|
|
|
|
/s/ JULIE SCHOENFELD
|
|
Director
|
|
Date: March 14, 2019
|
Julie Schoenfield
|
|
|
|
|
|
|
|
|
|
/s/ MUKESH SHARDA
|
|
Director
|
|
Date: March 14, 2019
|
Mukesh Sharda
|
|
|
|
|
|
|
|
|
|
/s/ ED ZSCHAU
|
|
Director
|
|
Date: March 14, 2019
|
Ed Zschau
|
|
|
|
|
|
|
|
|
|
NAME OF SUBSIDIARIES
|
|
JURISDICTION OF
INCORPORATION
|
|
SUBSIDIARIES DOING
BUSINESS AS
|
|
|
|
|
|
StarTek USA, Inc.
|
|
Colorado
|
|
StarTek USA
StarTek
StarTek Services
|
|
|
|
|
|
StarTek Canada Services, Ltd.
|
|
Nova Scotia, Canada
|
|
StarTek Canada Services
StarTek
StarTek Services
|
|
|
|
|
|
StarTek International, Limited
|
|
Bermuda
|
|
StarTek International
|
|
|
|
|
|
StarTek Honduras, SAdeCV
|
|
Honduras
|
|
StarTek Honduras
|
|
|
|
|
|
StarTek Health Services, Inc.
|
|
Colorado
|
|
StarTek Health
|
|
|
|
|
|
StarTek Philippines, Inc.
|
|
Philippines
|
|
StarTek Philippines
|
|
|
|
|
|
Collection Center, Inc.
|
|
North Dakota
|
|
CCI
|
|
|
|
|
|
Accent Marketing Services, LLC
|
|
Delaware
|
|
Accent
Accent Marketing
|
|
|
|
|
|
Accent St. Lucia Corp.
|
|
St. Lucia
|
|
Accent St. Lucia
|
|
|
|
|
|
Accent Marketing Jamaica Limited
|
|
Jamaica
|
|
Accent Jamaica
|
|
|
|
|
|
ESM Holdings Ltd.
|
|
Mauritius
|
|
|
|
|
|
|
|
Aegis Customer Support Services Pvt. Ltd.
|
|
India
|
|
|
|
|
|
|
|
Aegis Global Services FZ LLC
|
|
Dubai, UAE
|
|
|
|
|
|
|
|
Aegis America Inc.
|
|
Delaware
|
|
|
|
|
|
|
|
Aegis Europe Holdings Limited
|
|
UK (Dissolved Nov 27, 2018)
|
|
|
|
|
|
|
|
Aegis Outsourcing UK Limited
|
|
UK
|
|
|
|
|
|
|
|
Aegis Netherlands II BV
|
|
Netherlands
|
|
|
|
|
|
|
|
Aegis Argentina S.A.
|
|
Argentina
|
|
|
|
|
|
|
|
Aegis Peru S.A.C
|
|
Peru
|
|
|
|
|
|
|
|
Main Street 741 Pty Ltd.
|
|
South Africa
|
|
|
|
|
|
|
|
Aegis Outsourcing South Africa (Pty) Ltd.
|
|
South Africa
|
|
|
|
|
|
|
|
Aegis Services Lanka Private Limited
|
|
Sri Lanka
|
|
|
|
|
|
|
|
Thetha Investments Proprietary Limited
|
|
South Africa
|
|
|
|
|
|
|
|
Thetha Establishments Proprietary Limited
|
|
South Africa
|
|
|
|
|
|
|
|
Contact Center Company
|
|
Saudi Arabia
|
|
|
|
|
|
|
|
Aegis BPO Malaysia Sdn Bhd
|
|
Malaysia
|
|
|
|
|
|
|
|
Aegis Holidays Malaysia Sdn Bhd
|
|
Malaysia
|
|
|
|
|
|
|
|
Aegis BPO Services Australia Holdings Pty Ltd.
|
|
Australia
|
|
|
|
|
|
|
|
CSP Alpha Holdings Pte Ltd.
|
|
Singapore
|
|
|
|
|
|
|
|
CSP Alpha Midco Pte Ltd.
|
|
Singapore
|
|
|
|
|
Date: March 14, 2019
|
/s/ LANCE ROSENZWEIG
|
|
Lance Rosenzweig
|
|
President and Chief Executive Officer
|
|
|
Date: March 14, 2019
|
/s/ RAMESH KAMATH
|
|
Ramesh Kamath
|
|
Chief Financial Officer
|
|
|
Date: March 14, 2019
|
/s/ LANCE ROSENZWEIG
|
|
Lance Rosenzweig
|
|
President and Chief Executive Officer
|
|
|
Date: March 14, 2019
|
/s/ RAMESH KAMATH
|
|
Ramesh Kamath
|
|
Chief Financial Officer
|