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Note 11 - Share-based Compensation
6 Months Ended
Jun. 30, 2019
Notes to Financial Statements  
Share-based Payment Arrangement [Text Block]
11.
SHARE-BASED COMPENSATION
 
Amazon Warrant
 
On
January 23, 2018,
Startek entered into the Amazon Transaction Agreement, pursuant to which we agreed to issue to Amazon.com NV Investment Holdings LLC, a wholly owned subsidiary of Amazon (“NV Investment”), a warrant (the “Warrant”) to acquire up to
4,000,000
shares (the “Warrant Shares”) of our common stock, par value
$0.01
per share (“Common Stock”), subject to certain vesting events. As a result of an anti-dilution adjustment that was triggered by the
2019
Equity Offering, total number of shares issuable to Amazon have been adjusted from
4,000,000
to
4,002,964.
 We entered into the Amazon Transaction Agreement in connection with commercial arrangements between us and any of our affiliates and Amazon and/or any of its affiliates pursuant to which we and any of our affiliates provide and will continue to provide commercial services to Amazon and/or any of its affiliates. The vesting of the Warrant shares, described below, is linked to payments made by Amazon or its affiliates (directly or indirectly through
third
parties) pursuant to the commercial arrangements.
 
The
first
tranche of
425,532
Warrant Shares vested upon the execution of the Amazon Transaction Agreement. The remainder of the Warrant Shares will vest in various tranches based on Amazon’s payment of up to
$600
million to us or any of our affiliates in connection with the receipt by Amazon or any of its affiliates of commercial services from us or any of our affiliates. The exercise price for all Warrant Shares was originally
$9.96
per share but was adjusted to
$9.95
per share as a result of an anti-dilution adjustment that was triggered by the
2019
Equity Offering. The Warrant Shares are exercisable through
January 23, 2026.
 
At
June 30, 2019,
the
second
tranche of
212,766
Warrant Shares has vested. The amount of contra revenue attributed to these Warrant Shares is
$730.
The contra-revenue and equity is estimated and recorded, using the Monte Carlo pricing model, when performance completion is probable, with adjustments in each reporting period until performance is complete in conformance with the requirements in ASC
505
and ASC
718.
 
The Warrant provides for net share settlement that, if elected by the holders, will reduce the number of shares issued upon exercise to reflect net settlement of the exercise price. The Warrant provides for certain adjustments that
may
be made to the exercise price and the number of shares of common stock issuable upon exercise due to customary anti-dilution provisions based on future events. Vested Warrant Shares are classified as equity instruments.
 
Because the Warrant contains performance criteria (i.e. aggregate purchase levels) which Amazon and/or any of its affiliates must achieve for the Warrant Shares to vest, as detailed above, the final measurement date for each tranche of the Warrant Shares is the date on which performance is completed. Prior to the final measurement date, when achievement of the performance criteria has been deemed probable, a reduction in revenue equal to the percentage of completion to date will be recognized. The fair value of the Warrant Shares will be adjusted at each reporting period until they are earned.
 
Share-based compensation
 
Our share-based compensation arrangements include grants of stock options, restricted stock units and deferred stock units under the StarTek, Inc.
2008
Equity Incentive Plan and our Employee Stock Purchase Plan. The compensation expense that has been charged against income for the
six
months ended
June 30, 2019
was
$781,
and is included in selling, general and administrative expense. As of
June 30, 2019,
there was
$1,544
of total unrecognized compensation expense related to nonvested stock options, which is expected to be recognized over a weighted-average period of
2.04
years.