Form 10-Q
| (Mark One) | ||||
| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||
| For the quarterly period ended March 31, 2004 | ||||
| or | ||||
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||
| For the transition period from to | ||||
Commission file number 1-12793
StarTek, Inc.
|
Delaware
|
84-1370538 | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. employer Identification No.) |
|
|
100 Garfield Street Denver, Colorado (Address of principal executive offices) |
80206 (Zip code) |
|
(303) 399-2400
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Name of Each Exchange on Which Registered | |
|
Common Stock, $.01 par value
|
New York Stock Exchange, Inc. |
Securities registered pursuant to Section 12(g) of the Act:
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes þ No o
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
STARTEK, INC.
FORM 10-Q
INDEX
2
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
STARTEK, INC. AND SUBSIDIARIES
| December 31, | March 31, | ||||||||
| 2003 | 2004 | ||||||||
| (Note 1) | (Unaudited) | ||||||||
| ASSETS | |||||||||
|
Current assets:
|
|||||||||
|
Cash and cash equivalents
|
$ | 5,955 | $ | 17,866 | |||||
|
Investments
|
41,812 | 40,475 | |||||||
|
Trade accounts receivable, less allowance for
doubtful accounts of $790 and $758, respectively
|
43,388 | 48,427 | |||||||
|
Inventories
|
1,720 | 2,364 | |||||||
|
Income tax receivable
|
805 | | |||||||
|
Deferred tax assets
|
2,250 | 2,430 | |||||||
|
Prepaid expenses and other current assets
|
907 | 2,723 | |||||||
|
Total current assets
|
96,837 | 114,285 | |||||||
|
Property, plant and equipment, net
|
54,563 | 53,504 | |||||||
|
Long term deferred tax assets
|
1,743 | 1,799 | |||||||
|
Other assets
|
464 | 469 | |||||||
|
Total assets
|
$ | 153,607 | $ | 170,057 | |||||
| LIABILITIES AND STOCKHOLDERS EQUITY | |||||||||
|
Current liabilities:
|
|||||||||
|
Accounts payable
|
$ | 8,917 | $ | 7,219 | |||||
|
Accrued liabilities
|
10,310 | 14,072 | |||||||
|
Income taxes payable
|
| 1,568 | |||||||
|
Current portion of long-term debt
|
26 | 2,398 | |||||||
|
Other current liabilities
|
358 | 322 | |||||||
|
Total current liabilities
|
19,611 | 25,579 | |||||||
|
Long-term debt, less current portion
|
78 | 7,512 | |||||||
|
Other liabilities
|
918 | 877 | |||||||
|
Stockholders equity:
|
|||||||||
|
Common stock
|
144 | 144 | |||||||
|
Additional paid-in capital
|
53,917 | 55,628 | |||||||
|
Cumulative translation adjustment
|
446 | 327 | |||||||
|
Unrealized gain on investments available for sale
|
1,462 | 1,541 | |||||||
|
Retained earnings
|
77,031 | 78,449 | |||||||
|
Total stockholders equity
|
133,000 | 136,089 | |||||||
|
Total liabilities and stockholders equity
|
$ | 153,607 | $ | 170,057 | |||||
See notes to condensed consolidated financial statements.
3
STARTEK, INC. AND SUBSIDIARIES
| Three Months Ended March 31, | |||||||||
| 2003 | 2004 | ||||||||
|
Revenue
|
$ | 50,528 | $ | 64,695 | |||||
|
Cost of services
|
38,341 | 46,346 | |||||||
|
Gross profit
|
12,187 | 18,349 | |||||||
|
Selling, general and administrative expense
|
6,350 | 7,824 | |||||||
|
Operating profit
|
5,837 | 10,525 | |||||||
|
Net interest income and other
|
779 | 612 | |||||||
|
Income before income taxes
|
6,616 | 11,137 | |||||||
|
Income tax expense
|
2,462 | 4,265 | |||||||
|
Net income (A)
|
$ | 4,154 | $ | 6,872 | |||||
|
Weighted average shares of common stock (B)
|
14,203,794 | 14,358,046 | |||||||
|
Dilutive effect of stock options
|
275,793 | 472,587 | |||||||
|
Common stock and common stock equivalents (C)
|
14,479,587 | 14,830,633 | |||||||
|
Earnings per share:
|
|||||||||
|
Basic (A/ B)
|
$ | 0.29 | $ | 0.48 | |||||
|
Diluted (A/ C)
|
$ | 0.29 | $ | 0.46 | |||||
See notes to condensed consolidated financial statements.
4
STARTEK, INC. AND SUBSIDIARIES
| Three Months Ended | ||||||||||
| March 31, | ||||||||||
| 2003 | 2004 | |||||||||
|
Operating Activities
|
||||||||||
|
Net income
|
$ | 4,154 | $ | 6,872 | ||||||
|
Adjustments to reconcile net income to net cash
provided by operating activities:
|
||||||||||
|
Depreciation and amortization
|
2,409 | 3,085 | ||||||||
|
Deferred income taxes
|
806 | (266 | ) | |||||||
|
Gain on sale of assets
|
(22 | ) | | |||||||
|
Changes in operating assets and liabilities:
|
||||||||||
|
Sales of trading securities, net
|
566 | 91 | ||||||||
|
Trade accounts receivable, net
|
10,844 | (5,039 | ) | |||||||
|
Inventories
|
(1,451 | ) | (644 | ) | ||||||
|
Prepaid expenses and other assets
|
(7 | ) | (1,821 | ) | ||||||
|
Accounts payable
|
(2,526 | ) | (1,698 | ) | ||||||
|
Income taxes payable
|
736 | 2,928 | ||||||||
|
Accrued and other liabilities
|
1,546 | 3,685 | ||||||||
|
Net cash provided by operating activities
|
17,055 | 7,193 | ||||||||
|
Investing Activities
|
||||||||||
|
Purchases of investments available for sale
|
(13,808 | ) | (3,952 | ) | ||||||
|
Proceeds from disposition of investments
available for sale
|
21,041 | 5,368 | ||||||||
|
Purchases of property, plant and equipment
|
(1,845 | ) | (2,248 | ) | ||||||
|
Proceeds from disposition of property plant and
equipment
|
120 | | ||||||||
|
Net cash provided by (used in) investing
activities
|
5,508 | (832 | ) | |||||||
|
Financing Activities
|
||||||||||
|
Proceeds from stock option exercises
|
238 | 1,156 | ||||||||
|
Principal payments on borrowings, net
|
(898 | ) | (194 | ) | ||||||
|
Dividend Payments
|
| (5,454 | ) | |||||||
|
Proceeds from borrowings
|
| 10,000 | ||||||||
|
Net cash provided by (used in) financing
activities
|
(660 | ) | 5,508 | |||||||
|
Effect of exchange rate changes on cash
|
(95 | ) | 42 | |||||||
|
Net increase in cash and cash equivalents
|
21,808 | 11,911 | ||||||||
|
Cash and cash equivalents at beginning of period
|
13,143 | 5,955 | ||||||||
|
Cash and cash equivalents at end of period
|
$ | 34,951 | $ | 17,866 | ||||||
|
Supplemental Disclosure of Cash Flow
Information
|
||||||||||
|
Cash paid for interest
|
$ | 72 | $ | 47 | ||||||
|
Income taxes paid
|
$ | 932 | $ | 1,587 | ||||||
|
Property, plant and equipment financed under
long-term debt
|
$ | | $ | 10,000 | ||||||
|
Change in unrealized gain (loss) on investments
available for sale, net of tax
|
$ | (74 | ) | $ | 79 | |||||
See notes to condensed consolidated financial statements.
5
STARTEK, INC. AND SUBSIDIARIES
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In managements opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results during the three months ended March 31, 2004 are not necessarily indicative of operating results that may be expected during any other interim period of 2004.
The consolidated balance sheet as of December 31, 2003 was derived from audited financial statements, but does not include all information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. For further information, refer to consolidated financial statements and footnotes thereto included in StarTek, Inc.s annual report on Form 10-K for the year ended December 31, 2003.
Stock Option Plans
The Companys stock options plans are accounted for under the intrinsic value recognition and measurement principles of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. As the exercise price of all options granted under these plans was equal to the market price of the underlying stock on the grant date, no stock-based employee compensation cost was recognized in net income. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation.
For purposes of this pro forma disclosure, the estimated fair value of the options is assumed to be amortized to expense over the options vesting periods.
| Three Months | |||||||||
| Ended March 31, | |||||||||
| 2003 | 2004 | ||||||||
|
Net income, as reported
|
$ | 4,154 | $ | 6,872 | |||||
|
Fair value-based compensation cost, net of tax
|
685 | 554 | |||||||
|
Pro forma net income
|
$ | 3,469 | $ | 6,318 | |||||
|
Basic earnings per share
|
|||||||||
|
As reported
|
$ | 0.29 | $ | 0.48 | |||||
|
Pro forma
|
$ | 0.24 | $ | 0.44 | |||||
|
Diluted earnings per share
|
|||||||||
|
As reported
|
$ | 0.29 | $ | 0.46 | |||||
|
Pro forma
|
$ | 0.24 | $ | 0.43 | |||||
New Accounting Pronouncements
In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations. SFAS No. 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and associated asset retirement costs. The Company adopted SFAS No. 143 on January 1, 2003, and the adoption of this statement did not result in any material impact.
6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, which provides guidance related to accounting for costs associated with disposal activities covered by SFAS No. 144 and with exit or restructuring activities previously covered by Emerging Issues Task Force (EITF) Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). SFAS No. 146 supercedes EITF Issue No. 94-3 in its entirety. SFAS No. 146 requires that costs related to exiting an activity or to a restructuring not be recognized until the liability is incurred. SFAS No. 146 has been applied prospectively to exit or disposal activities initiated after December 31, 2002, and it had no material impact on results of operations and financial position.
In December 2002, the FASB issued SFAS No. 148, which provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. SFAS No. 148 also requires that disclosures of the pro forma effect of using the fair value method of accounting for stock-based employee compensation be displayed more prominently and in a tabular format. Additionally, SFAS No. 148 requires disclosure of the pro forma effect in interim financial statements. The transition requirements of SFAS No. 148 are effective for the Companys fiscal year 2003. SFAS No. 123, Accounting and Disclosure of Stock-Based Compensation, establishes an alternative method of expense recognition for stock-based compensation awards to employees based on estimated fair values. The Company elected not to adopt SFAS 123 for expense recognition purposes. It is expected that the FASB will require fair value accounting for stock options beginning in 2005.
In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (SFAS No. 150). SFAS No. 150 clarifies the accounting for certain financial instruments that, under previous guidance, issuers could account for as equity and requires that those instruments be classified as liabilities (or assets in certain circumstances) in statements of financial position. SFAS No. 150 also requires disclosures about alternative ways of settling the instruments and the capital structure of entities all of whose shares are mandatorily redeemable. SFAS No. 150 is generally effective for all financial instruments entered into or modified after May 31, 2003. The adoption of SFAS 150 had no impact on the Companys financial statements.
On December 17, 2003, the Staff of the Securities and Exchange Commission issued Staff Accounting Bulletin No. 104 (SAB 104), Revenue Recognition, which supercedes SAB 101, Revenue Recognition in Financial Statements. SAB 104s primary purpose is to rescind accounting guidance contained in SAB 101 related to multiple element revenue arrangements, superceded as a result of the issuance of EITF 00-21, Accounting for Revenue Arrangements with Multiple Deliverables. SAB 104 did not have a significant impact on the Companys consolidated statements of income or financial position.
2. Earnings Per Share
Basic earnings per share is computed on the basis of weighted average number of common shares outstanding. Diluted earnings per share is computed on the basis of weighted average number of common shares outstanding plus effects of outstanding stock options using the treasury stock method.
7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3. Investments
As of December 31, 2003, investments available for sale consisted of:
| Gross | Gross | |||||||||||||||
| Unrealized | Unrealized | Estimated | ||||||||||||||
| Basis | Gains | Losses | Fair Value | |||||||||||||
|
Corporate bonds
|
$ | 21,141 | $ | 1,302 | $ | (2 | ) | $ | 22,441 | |||||||
|
Equity securities
|
12,486 | 1,158 | (130 | ) | 13,514 | |||||||||||
|
Total
|
$ | 33,627 | $ | 2,460 | $ | (132 | ) | $ | 35,955 | |||||||
As of March 31, 2004, investments available for sale consisted of:
| Gross | Gross | |||||||||||||||
| Unrealized | Unrealized | Estimated | ||||||||||||||
| Basis | Gains | Losses | Fair Value | |||||||||||||
|
Corporate bonds
|
$ | 18,875 | $ | 1,060 | $ | (72 | ) | $ | 19,863 | |||||||
|
Equity securities
|
13,337 | 1,625 | (115 | ) | 14,847 | |||||||||||
|
Total
|
$ | 32,212 | $ | 2,685 | $ | (187 | ) | $ | 34,710 | |||||||
As of March 31, 2004, amortized costs and estimated fair values of investments available for sale by contractual maturity were:
| Estimated | |||||||||
| Basis | Fair Value | ||||||||
|
Corporate bonds maturing within:
|
|||||||||
|
One year or less
|
$ | 3,141 | $ | 3,165 | |||||
|
Two to five years
|
15,110 | 16,074 | |||||||
|
More than five years
|
624 | 624 | |||||||
| $ | 18,875 | $ | 19,863 | ||||||
|
Equity securities
|
13,337 | 14,847 | |||||||
|
Total
|
$ | 32,212 | $ | 34,710 | |||||
Equity securities primarily consisted of publicly traded common stock of domestic companies, equity mutual funds, and real estate investment trusts.
As of December 31, 2003, the Company was also invested in trading securities, which, in the aggregate, had an original cost and fair market value of $4,042 and $5,857, respectively. As of March 31, 2004, the Company was also invested in trading securities, which, in the aggregate, had an original cost and fair market value of $3,930 and $5,765, respectively. Trading securities consisted primarily of alternative investment partnerships and option contracts sold. Certain investments include hedging and derivative securities. Trading securities were held to meet short-term investment objectives. As part of trading securities and as of March 31, 2004, the Company had sold put options for a total of 120,300 shares of domestic equity securities which, in the aggregate, had a basis and market value of $70 and $48, respectively. The foregoing put options expire between April 17, 2004 and May 22, 2004.
Risk of loss to the Company in the event of nonperformance by any party is not considered substantial. The foregoing put options may involve elements of credit and market risks in excess of the amounts recognized in the Companys financial statements. A substantial decline and/or change in value of equity securities, equity prices in general, international equity mutual funds, investment limited partnerships, and/or call and put options could have a material adverse effect on the Companys portfolio of trading securities. Also, trading securities could be
8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
mat