UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Form 10-Q
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(Mark One)
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the quarterly period ended September 30, 2004 | ||
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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 | |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. employer Identification No.) |
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| 100 Garfield Street | 80206 | |
| Denver, Colorado | (Zip code) | |
| (Address of principal executive offices) | ||
(303) 399-2400
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Name of Each Exchange on Which Registered | |
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Common Stock, $.01 par value
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New York Stock Exchange, Inc. |
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.
Common Stock, $0.01 Par Value 14,500,231 shares as of November 5, 2004
STARTEK, INC.
FORM 10-Q
INDEX
1
PART I. FINANCIAL INFORMATION
| Item 1. | Financial Statements (Unaudited) |
STARTEK, INC. AND SUBSIDIARIES
| December 31, | September 30, | ||||||||
| 2003 | 2004 | ||||||||
| (Note 1) | (Unaudited) | ||||||||
| (Dollars in thousands) | |||||||||
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ASSETS
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Current assets:
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Cash and cash equivalents
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$ | 5,955 | $ | 12,273 | |||||
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Investments
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41,812 | 36,746 | |||||||
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Trade accounts receivable, less allowance for
doubtful accounts of $790 and $357, respectively
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43,388 | 42,620 | |||||||
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Inventories
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1,720 | 2,505 | |||||||
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Income tax receivable
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805 | 12,432 | |||||||
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Deferred tax assets
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2,250 | 3,205 | |||||||
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Prepaid expenses and other current assets
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907 | 2,438 | |||||||
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Total current assets
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96,837 | 112,219 | |||||||
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Property, plant and equipment, net
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54,563 | 57,012 | |||||||
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Long term deferred tax assets
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1,743 | 185 | |||||||
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Other assets
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464 | 643 | |||||||
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Total assets
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$ | 153,607 | $ | 170,059 | |||||
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LIABILITIES AND STOCKHOLDERS
EQUITY
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Current liabilities:
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Accounts payable
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$ | 8,917 | $ | 11,342 | |||||
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Accrued liabilities
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10,310 | 13,893 | |||||||
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Current portion of long-term debt
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26 | 2,442 | |||||||
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Other current liabilities
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358 | 171 | |||||||
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Total current liabilities
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19,611 | 27,848 | |||||||
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Long-term debt, less current portion
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78 | 6,293 | |||||||
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Other liabilities
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918 | 840 | |||||||
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Stockholders equity:
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Common stock
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144 | 145 | |||||||
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Additional paid-in capital
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53,917 | 57,464 | |||||||
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Cumulative translation adjustment
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446 | 751 | |||||||
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Unrealized gain (loss) on investments available
for sale
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1,462 | (4 | ) | ||||||
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Retained earnings
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77,031 | 76,722 | |||||||
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Total stockholders equity
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133,000 | 135,078 | |||||||
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Total liabilities and stockholders equity
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$ | 153,607 | $ | 170,059 | |||||
See notes to condensed consolidated financial statements.
2
STARTEK, INC. AND SUBSIDIARIES
| Three Months Ended | Nine Months Ended | ||||||||||||||||
| September 30, | September 30, | ||||||||||||||||
| 2003 | 2004 | 2003 | 2004 | ||||||||||||||
| (Unaudited) | |||||||||||||||||
| (Dollars in thousands, except per share data) | |||||||||||||||||
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Revenue
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$ | 58,631 | $ | 66,776 | $ | 160,696 | $ | 193,352 | |||||||||
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Cost of services
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43,074 | 52,466 | 120,797 | 144,067 | |||||||||||||
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Gross profit
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15,557 | 14,310 | 39,899 | 49,285 | |||||||||||||
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Selling, general and administrative expenses
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6,620 | 7,466 | 18,645 | 21,255 | |||||||||||||
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Operating profit
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8,937 | 6,844 | 21,254 | 28,030 | |||||||||||||
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Net interest income and other
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1,004 | 793 | 2,925 | 2,566 | |||||||||||||
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Income before income taxes
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9,941 | 7,637 | 24,179 | 30,596 | |||||||||||||
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Income tax expense
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3,697 | 2,677 | 8,994 | 11,470 | |||||||||||||
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Income from continuing operations (A)
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6,244 | 4,960 | 15,185 | 19,126 | |||||||||||||
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Discontinued operations
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Loss from operations of discontinued operations
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(548 | ) | (491 | ) | (1,520 | ) | (1,841 | ) | |||||||||
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Loss on disposal of discontinued operations
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| (2,316 | ) | | (2,316 | ) | |||||||||||
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Income tax benefit
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204 | 1,075 | 566 | 1,592 | |||||||||||||
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Net loss on discontinued operations (B)
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(344 | ) | (1,732 | ) | (954 | ) | (2,565 | ) | |||||||||
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Net income (C)
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$ | 5,900 | $ | 3,228 | $ | 14,231 | $ | 16,561 | |||||||||
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Weighted average shares of common stock (D)
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14,248,378 | 14,470,060 | 14,220,574 | 14,423,027 | |||||||||||||
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Dilutive effect of stock options
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432,674 | 275,028 | 338,656 | 366,368 | |||||||||||||
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Common stock and common stock equivalents (E)
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14,681,052 | 14,745,088 | 14,559,230 | 14,789,395 | |||||||||||||
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Income per share from continuing operations:
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Basic (A/D)
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$ | 0.44 | $ | 0.34 | $ | 1.07 | $ | 1.33 | |||||||||
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Diluted (A/E)
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$ | 0.43 | $ | 0.34 | $ | 1.04 | $ | 1.29 | |||||||||
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Net loss per share on discontinued operations:
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Basic (B/D)
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$ | (0.03 | ) | $ | (0.12 | ) | $ | (0.07 | ) | $ | (0.18 | ) | |||||
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Diluted (B/E)
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$ | (0.03 | ) | $ | (0.12 | ) | $ | (0.06 | ) | $ | (0.17 | ) | |||||
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Net income per share:
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Basic (C/D)
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$ | 0.41 | $ | 0.22 | $ | 1.00 | $ | 1.15 | |||||||||
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Diluted (C/E)
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$ | 0.40 | $ | 0.22 | $ | 0.98 | $ | 1.12 | |||||||||
See notes to condensed consolidated financial statements.
3
STARTEK, INC. AND SUBSIDIARIES
| Nine Months Ended | ||||||||||
| September 30, | ||||||||||
| 2003 | 2004 | |||||||||
| (Unaudited) | ||||||||||
| (Dollars in thousands) | ||||||||||
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Operating Activities
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Net income
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$ | 14,231 | $ | 16,561 | ||||||
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Adjustments to reconcile net income to net cash
provided by operating activities:
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Depreciation and amortization
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7,478 | 9,452 | ||||||||
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Deferred income taxes
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(1,815 | ) | 1,344 | |||||||
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Loss (gain) on sale of assets
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(28 | ) | 1,837 | |||||||
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Changes in operating assets and liabilities:
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Sales of trading securities, net
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1,956 | 1,126 | ||||||||
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Trade accounts receivable, net
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4,513 | 768 | ||||||||
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Inventories
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(708 | ) | (785 | ) | ||||||
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Prepaid expenses and other assets
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25 | (1,710 | ) | |||||||
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Accounts payable
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(3,027 | ) | 2,425 | |||||||
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Income taxes receivable
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1,105 | (10,824 | ) | |||||||
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Accrued and other liabilities
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2,960 | 3,318 | ||||||||
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Net cash provided by operating activities
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26,690 | 23,512 | ||||||||
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Investing Activities
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Purchases of investments available for sale
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(38,792 | ) | (131,011 | ) | ||||||
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Proceeds from disposition of investments
available for sale
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34,657 | 132,618 | ||||||||
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Purchases of property, plant and equipment
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(15,328 | ) | (13,038 | ) | ||||||
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Proceeds from disposition of property, plant and
equipment
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129 | | ||||||||
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Net cash used in investing activities
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(19,334 | ) | (11,431 | ) | ||||||
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Financing Activities
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Proceeds from stock option exercises
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1,494 | 2,745 | ||||||||
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Principal payments on borrowings, net
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(2,428 | ) | (1,369 | ) | ||||||
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Dividend payments
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(5,128 | ) | (16,869 | ) | ||||||
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Proceeds from borrowings
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| 10,000 | ||||||||
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Net cash used in financing activities
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(6,062 | ) | (5,493 | ) | ||||||
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Effect of exchange rate changes on cash
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(493 | ) | (270 | ) | ||||||
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Net increase in cash and cash equivalents
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801 | 6,318 | ||||||||
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Cash and cash equivalents at beginning of period
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13,143 | 5,955 | ||||||||
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Cash and cash equivalents at end of period
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$ | 13,944 | $ | 12,273 | ||||||
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Supplemental Disclosure of Cash Flow
Information
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Cash paid for interest
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$ | 220 | $ | 226 | ||||||
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Income taxes paid
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$ | 9,109 | $ | 19,393 | ||||||
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Property, plant and equipment financed under
long-term debt
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| $ | 10,000 | |||||||
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Change in unrealized gain on investments
available for sale, net of tax
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$ | 1,567 | $ | (1,466 | ) | |||||
See notes to condensed consolidated financial statements.
4
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 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 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 and nine months ended September 30, 2004 are not necessarily indicative of operating results that may be expected during any other interim period of 2004 or the year ending December 31, 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 for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the StarTek, Inc. (the Company) annual report on Form 10-K for the year ended December 31, 2003.
| Stock Option Plans |
The Company accounts for stock-based awards to employees and non-employee directors under the intrinsic value recognition and measurement principles of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. Non-employee directors are treated as employees for purposes of determining stock-based compensation expense. As the exercise price of all options granted to employees and non-employee directors under the Companys stock option plans was equal to the market price of the underlying stock on the grant date, no stock-based 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 Financial Accounting Standards Board
5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(FASB) Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, to all awards.
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 | Nine Months | ||||||||||||||||
| Ended | Ended | ||||||||||||||||
| September 30, | September 30, | ||||||||||||||||
| 2003 | 2004 | 2003 | 2004 | ||||||||||||||
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Net income, as reported
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$ | 5,900 | $ | 3,228 | $ | 14,231 | $ | 16,561 | |||||||||
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Stock-based employee (including non-employee
directors) compensation expense included in the determination of
net income, as reported
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Stock-based employee (including non-employee
directors) compensation expense that would have been included in
the determination of net income if the fair value method had
been applied to all awards
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359 | 521 | 2,173 | 1,658 | |||||||||||||
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Pro forma net income
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$ | 5,541 | $ | 2,707 | $ | 12,058 | $ | 14,903 | |||||||||
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Basic net income per share
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As reported
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$ | 0.41 | $ | 0.22 | $ | 1.00 | $ | 1.15 | |||||||||