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Form 8-K StarTek, Inc. For: Nov 07

November 7, 2016 4:23 PM EST


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K
 
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): November 7, 2016
STARTEK, INC.
(Exact name of Registrant as specified in its charter)
 
DELAWARE
1-12793
84-1370538
(State or other jurisdiction of incorporation or organization)
(Commission File
Number)
 
(I.R.S. Employer Identification No.)
 
8200 E. Maplewood Ave., Suite 100, Greenwood Village, CO 80111
(Address of principal executive offices; zip code)
 
Registrant’s telephone number, including area code: (303) 262-4500
 
 
(Former name, former address and former fiscal year, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
 
£
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
£
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
£
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
£
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 









Item 2.02 Results of Operations and Financial Condition.
 
On November 7, 2016, StarTek, Inc. (the “Company”) issued a press release reporting its earnings for its third quarter ended September 30, 2016. A copy of the press release is attached as Exhibit 99.1 and the Financial Scorecard is attached as Exhibit 99.2 to this Current Report on Form 8-K. This press release and Financial Scorecard shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933.


Item 9.01 Financial Statements and Exhibits.
 
Exhibit Number
Exhibit Description
 
99.1
Press Release dated November 7, 2016
99.2
Financial Scorecard as of September 30, 2016
 








SIGNATURES
 
Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
STARTEK, INC.
 
 
 
 
 
 
November 8, 2016
By: 
/s/ Don Norsworthy
 
 
Don Norsworthy
Senior Vice President, Chief Financial Officer and Treasurer
 






Exhibit 99.1

strtekrgbhonwhite72dpiira09.jpg


STARTEK Reports Third Quarter 2016 Results
 
GREENWOOD VILLAGE, CO - November 7, 2016 - StarTek, Inc. ("STARTEK") (NYSE: SRT), a provider of business process outsourcing services, has reported financial results for the third quarter ended September 30, 2016.

Third Quarter 2016 Highlights (vs. year-ago quarter where applicable)
Total revenue increased 8% to $78.3 million
Gross margin increased 890 basis points to 13.2%
Selling, general, and administrative (SG&A) expenses decreased $0.6 million to $8.8 million
Net income improved to $0.9 million or $0.05 per share, compared to a net loss of $7.7 million or $(0.49) per share
Adjusted EBITDA (a non-GAAP measure defined below) improved significantly to $5.0 million compared to $(2.2) million
Generated $1.6 million in free cash flow (a non-GAAP measure defined below) compared to $(4.7) million
Added a record $31.8 million of new business (annual contract value) by expanding new and current client engagements

Management Commentary
“The third quarter was highlighted by achieving positive net income, accomplished by continued execution of our strategic growth initiatives,” said Chad Carlson, CEO of STARTEK. “Building on our momentum over the last several quarters, we continued to focus on delivering added value for clients, winning new business and optimizing contracts to expand margins. During the quarter we won $31.8 million of new business across several industry verticals, while generating a considerable increase in revenue, gross margin and net income, all of which contributed to our third consecutive quarter of free cash flow.

“As we close out the year and look ahead to 2017, we will continue to add value for existing clients and leverage STARTEK’s differentiation to continue winning new business. The fundamentals of the business remain strong and we believe STARTEK is well-positioned for sustainable, profitable growth.”







Third Quarter 2016 Financial Results
Total revenue in the third quarter of 2016 increased 8% to $78.3 million from $72.8 million in the third quarter of 2015. The increase was primarily attributable to new and expanded client engagements, as well as strong volumes from the company’s top clients.

Gross margin in the third quarter of 2016 increased 890 basis points to 13.2% compared to 4.3% in the year-ago quarter, primarily driven by enhanced capacity utilization and margin optimization initiatives.

Selling, general and administrative (SG&A) expenses decreased to $8.8 million compared to $9.3 million in the year-ago quarter, primarily due to the cost reduction initiatives and IT platform migration completed in late 2015. As a percentage of revenue, SG&A decreased 160 basis points to 11.2% compared to 12.8% in the year-ago quarter.

Net income for the quarter improved to $0.9 million or $0.05 per share, compared to a net loss of $7.7 million or $(0.49) per share in the year-ago quarter.

Adjusted EBITDA in the third quarter increased to $5.0 million compared to $(2.2) million in the year-ago quarter. The increase was due to the aforementioned new client wins, current client expansions and cost reduction initiatives.

Free cash flow in the third quarter increased to $1.6 million compared to $(4.7) million cash used in the year-ago quarter.

At September 30, 2016, the company’s cash position was $0.8 million compared to $2.6 million at December 31, 2015. STARTEK also closed the quarter with a $22.2 million balance on its $50 million credit facility compared to $32.2 million outstanding at December 31, 2015, a 31% reduction.

Conference Call and Webcast Details
STARTEK will hold a conference call today at 4:30 p.m. Eastern time to discuss its third quarter 2016 results. Management will host the conference call, followed by a question and answer period.

Date: Monday, November 7, 2016
Time: 4:30 p.m. Eastern time (2:30 p.m. Mountain time)
Toll-free dial-in number: 1-844-239-5283
International dial-in number: 1-574-990-1022
Conference 7716095

Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Liolios at 1-949-574-3860.






The conference call will be broadcast live and available for replay via the investor relations section of the STARTEK website. A replay of the conference call will be available after 7:30 p.m. Eastern time on the same day through November 14, 2016.

Toll-free replay number: 1-855-859-2056
International replay number: 1-404-537-3406
Replay ID: 7716095

About STARTEK
STARTEK strives to be the most trusted BPO service provider delivering comprehensive contact center and customer engagement solutions. Our employees, whom we call Brand Warriors, are enabled and empowered to promote and protect our clients’ brands. For over 25 years, these Brand Warriors have been committed to making a positive impact for our clients’ business results, enhancing the customer experience while reducing costs for our clients. With the latest technology in the BPO industry and our STARTEK Advantage System, our Brand Warriors instill customer loyalty through a variety of multi-channel customer interactions, including voice, chat, email and IVR. Our service offerings include sales support, order processing, customer care and receivables management and customer analytics. For more information, please visit www.STARTEK.com.

Forward-Looking Statements
The matters regarding the future discussed in this news release include forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are intended to be identified in this document by the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “objective,” “outlook,” “plan,” “project,” “possible,” “potential,” “should” and similar expressions. As described below, such statements are subject to a number of risks and uncertainties that could cause STARTEK's actual results to differ materially from those expressed or implied by any such forward-looking statements. These factors include, but are not limited to, risks relating to our reliance on a limited number of significant customers, lack of minimum purchase requirements in our contracts, the concentration of our business in the communications industry, lack of wide geographic diversity, maximization of capacity utilization, foreign currency exchange risk, risks inherent in the operation of business outside of the United States, ability to hire and retain qualified employees, increases in labor costs, management turnover and retention of key personnel, trends affecting companies’ decisions to outsource non-core services, reliance on technology and computer systems, including investment in and development of new and enhanced technology, increases in the cost of telephone and data services, unauthorized disclosure of confidential client or client customer information or personally identifiable information, compliance with regulations governing protected health information, our ability to acquire and integrate complementary businesses, compliance with our debt covenants, ability of our largest stockholder to affect decisions and stock price volatility. In addition, factors related to our acquisition of ACCENT that may cause actual results to differ include our ability to integrate the organizations to recognize expected financial benefits and synergies and our ability to retain employees and customers of the acquired business. Readers are encouraged to review Item 1A. - Risk Factors and all other disclosures appearing in the Company's Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission, for further information on risks and uncertainties that could affect STARTEK's business, financial condition and results of operation.

Investor Relations
Liolios
Cody Slach or Sean Mansouri
949-574-3860







STARTEK, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
 

 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
Revenue
 
$
78,305

 
$
72,756

 
$
230,073

 
$
199,874

Cost of services
 
67,958

 
69,597

 
204,327

 
185,284

Gross profit
 
10,347

 
3,159

 
25,746

 
14,590

Selling, general and administrative expenses
 
8,767

 
9,335

 
24,668

 
25,981

Restructuring charges
 
187

 
889

 
356

 
3,231

Operating income (loss)
 
1,393

 
(7,065
)
 
722

 
(14,622
)
Interest and other (expense), net
 
(374
)
 
(421
)
 
(1,185
)
 
(758
)
Income (loss) before income taxes
 
1,019

 
(7,486
)
 
(463
)
 
(15,380
)
Income tax expense
 
163

 
219

 
334

 
569

Net income (loss)
 
$
856

 
$
(7,705
)
 
$
(797
)
 
$
(15,949
)
 
 
 
 
 
 
 
 
 
Net income (loss) per common share - basic
 
0.05

 
(0.49
)
 
(0.05
)
 
(1.03
)
Weighted average shares outstanding - basic
 
15,735

 
15,569

 
15,718

 
15,504

Net income (loss) per common share - diluted
 
0.05

 
(0.49
)
 
(0.05
)
 
(1.03
)
Weighted average shares outstanding - diluted
 
16,250

 
15,569

 
15,718

 
15,504







 
STARTEK, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
 
 
September 30, 2016
 
December 31, 2015
ASSETS
 
 

 
 

Current assets:
 
 

 
 

Cash and cash equivalents
 
$
791

 
$
2,626

Trade accounts receivable, net
 
54,918

 
57,940

Other current assets
 
2,615

 
3,452

Total current assets
 
58,324

 
64,018

Property, plant and equipment, net
 
22,187

 
30,364

Other assets
 
18,794

 
20,422

Total assets
 
$
99,305


$
114,804

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 

 
 

Current liabilities
 
$
48,442

 
$
62,434

Other liabilities
 
7,906

 
10,445

Total liabilities
 
56,348

 
72,879

Total stockholders’ equity
 
42,957

 
41,925

Total liabilities and stockholders' equity
 
$
99,305

 
$
114,804

 






STARTEK, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
Operating Activities
 
 
 
 
 
 

 
 

Net income (loss)
 
$
856

 
$
(7,705
)
 
$
(797
)
 
$
(15,949
)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
 
 
 

 
 

Depreciation and amortization
 
$
3,078

 
3,515

 
9,382

 
9,803

Share-based compensation expense
 
$
454

 
463

 
1,279

 
1,376

Amortization of deferred gain on sale leaseback transaction
 
$

 
(54
)
 

 
(168
)
Changes in operating assets & liabilities and other, net
 
$
(2,476
)
 
$
389

 
$
1,632

 
$
1,568

Net cash provided by (used in) operating activities
 
$
1,912

 
(3,392
)
 
11,496

 
(3,370
)
Investing Activities
 
 
 
 
 
 

 
 

Purchases of property, plant and equipment
 
$
(344
)
 
(1,291
)
 
(938
)
 
(6,500
)
Proceeds from sale of assets
 
$
11

 

 
24

 
982

Cash paid for acquisition of businesses
 
$
(203
)
 
(149
)
 
(617
)
 
(18,909
)
Net cash used in investing activities
 
$
(536
)
 
(1,440
)
 
(1,531
)
 
(24,427
)
Financing Activities
 
 
 
 
 
 

 
 

Other financing, net
 
$
(1,972
)
 
(1,006
)
 
(12,021
)
 
22,963

Net cash (used in) provided by financing activities
 
(1,972
)

(1,006
)

(12,021
)
 
22,963

Effect of exchange rate changes on cash
 
$
133

 
258

 
221

 
342

Net (decrease) increase in cash and cash equivalents
 
$
(463
)
 
(5,580
)
 
(1,835
)
 
(4,492
)
Cash and cash equivalents at beginning of period
 
$
1,254

 
$
6,394

 
$
2,626

 
$
5,306

Cash and cash equivalents at end of period
 
$
791

 
$
814

 
$
791

 
$
814









STARTEK, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP MEASURES
(In thousands)
(Unaudited)
 
This press release contains references to the non-GAAP financial measures of Adjusted EBITDA and Free Cash Flow. Reconciliation of these non-GAAP measures to their comparable GAAP measures are included below. This non-GAAP information should not be construed as an alternative to the reported results determined in accordance with GAAP. It is provided solely to assist in an investor’s understanding of these items on the comparability of the Company’s operations.

The Company defines non-GAAP Adjusted EBITDA as net income (loss) plus income tax expense (benefit), interest expense (income), impairment losses and restructuring charges, depreciation and amortization expense, (gains) losses on disposal of assets and share-based compensation expense. Management uses Adjusted EBITDA as a performance measure to analyze the performance of our business. Management believes that excluding these non-cash and other non-recurring items helps investors and analysts assess the strength and performance of our ongoing operations.

Management believes that measures that exclude impairment losses and restructuring charges or other non-recurring items permit a more meaningful comparison and understanding of our operating performance for the current, past or future periods.
 
Adjusted EBITDA:

 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
Net income (loss)
 
$
856

 
$
(7,705
)
 
$
(797
)
 
$
(15,949
)
Income tax expense
 
163

 
219

 
334

 
569

Interest expense
 
315

 
375

 
1,044

 
1,303

Impairment losses and restructuring charges
 
187

 
889

 
356

 
3,231

Depreciation and amortization expense
 
3,078

 
3,515

 
9,382

 
9,803

Gain on sales of assets
 
(12
)
 
(2
)
 
(19
)
 
(509
)
Share-based compensation expense
 
454

 
463

 
1,279

 
1,376

Adjusted EBITDA
 
$
5,041

 
$
(2,246
)
 
$
11,579

 
$
(176
)

 





















The Company defines non-GAAP free cash flow as Net cash provided by (used in) operating activities reduced by capital expenditures. We use free cash flow, and ratios based on it, to conduct and evaluate our business because, although it is similar to cash flow from operations, we believe it is a more conservative measure of cash flows since capital expenditures are a necessary component of ongoing operations. Free cash flow is used in addition to and in conjunction with results presented in accordance with GAAP and free cash flow should not be relied upon to the exclusion of GAAP financial measures. Free cash flow reflects an additional way of viewing our liquidity that, when viewed with our GAAP results, provides a more complete understanding of factors and trends affecting our cash flows. Management strongly encourages shareholders to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure.

Free cash flow:

 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
Net cash provided by (used in) operating activities
 
1,912

 
(3,392
)
 
11,496

 
(3,370
)
Less: capital expenditures
 
(344
)
 
(1,291
)
 
(938
)
 
(6,500
)
Free Cash Flow
 
$
1,568

 
$
(4,683
)
 
$
10,558

 
$
(9,870
)





Exhibit 99.2

 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Results Scorecard
As of September 30, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Q1-15
Q2-15
Q3-15
Q4-15
2015
 
Q1-16
Q2-16
Q3-16
2016
Revenue (millions)
 
 
 
 
 
 
 
 
 
 
 
Domestic
 
$
35.6

$
37.1

$
44.6

$
52.7

$
169.9

 
$
49.1

$
46.3

$
46.1

$
141.5

Offshore
 
$
20.3

$
18.1

$
17.1

$
17.3

$
72.9

 
$
17.6

$
17.1

$
20.8

$
55.5

Nearshore
 
$
7.7

$
8.2

$
11.1

$
12.3

$
39.3

 
$
11.3

$
10.3

$
11.4

$
33.1

Company Total
 
$
63.6

$
63.4

$
72.8

$
82.3

$
282.1

 
$
78.0

$
73.7

$
78.3

$
230.1

 
 
 
 
 
 
 
 
 
 
 
 
Revenue %
 
 
 
 
 
 
 
 
 
 
 
Domestic
 
56.0
%
58.5
%
61.2
%
64.0
%
60.2
%
 
62.9
%
62.8
%
58.9
%
61.5
%
Offshore
 
31.9
%
28.5
%
23.6
%
21.1
%
25.9
%
 
22.6
%
23.2
%
26.6
%
24.1
%
Nearshore
 
12.1
%
13.0
%
15.2
%
14.9
%
13.9
%
 
14.5
%
14.0
%
14.6
%
14.4
%
Company Total
 
100.0
%
100.0
%
100.0
%
100.0
%
100.0
%

100.0
%
100.0
%
100.1
%
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
Gross Profit (millions)
 
 
 
 
 
 
 
 
 
 
 
Domestic
 
$
2.4

$
2.2

$
0.3

$
6.7

$
11.6

 
$
4.8

$
3.3

$
2.8

$
10.9

Offshore
 
$
2.5

$
1.8

$
1.2

$
1.1

$
6.7

 
$
2.3

$
2.5

$
5.1

$
9.9

Nearshore
 
$
1.2

$
1.3

$
1.6

$
1.9

$
6.0

 
$
1.3

$
1.2

$
2.4

$
4.9

Company Total
 
$
6.1

$
5.3

$
3.1

$
9.7

$
24.3

 
$
8.4

$
7.0

$
10.3

$
25.7

 
 
 
 
 
 
 
 
 
 
 
 
Gross Profit %
 
 
 
 
 
 
 
 
 
 
 
Domestic
 
6.8
%
6.0
%
0.7
%
12.7
%
6.8
%
 
9.8
%
7.0
%
6.1
%
7.7
%
Offshore
 
12.4
%
10.0
%
7.2
%
6.4
%
9.2
%
 
13.0
%
14.9
%
24.5
%
17.9
%
Nearshore
 
15.4
%
15.6
%
14.5
%
15.8
%
15.3
%
 
11.3
%
11.6
%
21.5
%
15.0
%
Company Total
 
9.6
%
8.4
%
4.3
%
11.8
%
8.6
%
 
10.7
%
9.5
%
13.3
%
11.2
%




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