e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
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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 December 31, 2007
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o |
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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 001-33625
VIRTUSA CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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7371
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04-3512883 |
(State or Other Jurisdiction of
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(Primary Standard Industrial
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(I.R.S. Employer Identification Number) |
Incorporation or Organization)
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Classification Code Number) |
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2000 West Park Drive
Westborough, Massachusetts 01581
(508) 389-7300
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrants Principal Executive Offices)
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 a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
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Large accelerated filer o
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Accelerated
filer o
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Non-accelerated
filer þ
(Do not check if a smaller reporting company)
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Smaller reporting company o
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No: þ
Indicate the number of shares outstanding of each of the
issuers class of common stock, as of
February 11, 2008:
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Class
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Number of Shares |
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Common Stock, par value $.01 per share
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22,888,019 |
Virtusa Corporation and Subsidiaries
Table of Contents
2
Virtusa Corporation and Subsidiaries
Consolidated Balance Sheets (Unaudited)
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December 31, |
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March 31, |
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(In thousands, except share and per share amounts) |
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2007 |
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2007 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
45,022 |
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$ |
45,079 |
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Short-term investments |
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50,399 |
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Accounts receivable, net of allowance of $568 and $420 at December 31, 2007 and
March 31, 2007, respectively |
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27,027 |
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28,588 |
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Unbilled accounts receivable |
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5,569 |
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2,422 |
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Prepaid expenses |
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7,494 |
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5,266 |
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Deferred income taxes |
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791 |
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3,094 |
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Other current assets |
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1,803 |
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1,567 |
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Total current assets |
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138,105 |
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86,016 |
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Property and equipment, net |
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14,666 |
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7,541 |
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Long-term investments |
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12,154 |
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41 |
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Restricted cash |
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1,748 |
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1,588 |
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Deferred income taxes |
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3,440 |
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1,946 |
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Other long-term assets |
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770 |
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2,187 |
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Total assets |
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$ |
170,883 |
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$ |
99,319 |
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Liabilities, Redeemable Convertible Preferred Stock and Stockholders Equity |
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Current liabilities: |
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Accounts payable |
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$ |
2,036 |
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$ |
4,414 |
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Accrued employee compensation and benefits |
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8,136 |
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6,949 |
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Accrued expensesother |
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6,111 |
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4,596 |
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Deferred revenue |
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866 |
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877 |
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Income taxes payable |
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1,466 |
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928 |
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Accrued liabilities stock appreciation rights |
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1,170 |
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Total current liabilities |
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18,615 |
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18,934 |
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Long-term liabilities |
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1,550 |
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264 |
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Total liabilities |
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20,165 |
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19,198 |
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Redeemable convertible preferred stock, at accreted redemption value: |
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Series A redeemable convertible preferred stock, $0.01 par value. Authorized, issued
and outstanding zero and 4,043,582 shares at liquidation preference at December 31,
2007 and March 31, 2007, respectively |
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13,500 |
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Series B redeemable convertible preferred stock, $0.01 par value. Authorized zero
and 8,749,900 shares at December 31, 2007 and March 31, 2007, respectively; issued
and outstanding zero and 8,647,043 shares at liquidation preference at December 31,
2007 and March 31, 2007, respectively |
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15,132 |
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Series C redeemable convertible preferred stock, $0.01 par value. Authorized, issued
and outstanding zero and 12,807,624 shares at liquidation preference at December 31,
2007 and March 31, 2007, respectively |
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12,230 |
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Series D redeemable convertible preferred stock, $0.01 par value. Authorized, issued
and outstanding zero and 7,458,494 shares at liquidation preference at December 31,
2007 and March 31, 2007, respectively |
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20,000 |
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Total redeemable convertible preferred stock |
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60,862 |
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Commitments and guarantees |
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Stockholders equity: |
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Undesignated preferred stock, $0.01 par value; Authorized 5,000,000 and 29,016,038
shares at December 31, 2007 and March 31, 2007, respectively; issued zero shares at
December 31, 2007 and March 31, 2007 |
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Common stock, $0.01 par value; Authorized 120,000,000 and 80,000,000 shares at
December 31, 2007 and March 31, 2007, respectively; issued 23,306,972 and 7,420,646
shares at December 31, 2007 and March 31, 2007, respectively; outstanding 22,887,407
and 7,001,081 shares at December 31, 2007 and March 31, 2007, respectively |
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233 |
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74 |
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Treasury stock, 419,565 common shares, at cost |
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(442 |
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(442 |
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Additional paid-in capital |
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136,193 |
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19,205 |
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Accumulated earnings |
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13,169 |
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752 |
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Accumulated other comprehensive income (loss) |
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1,565 |
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(330 |
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Total stockholders equity |
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150,718 |
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19,259 |
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Total liabilities, redeemable convertible preferred stock and stockholders equity |
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$ |
170,883 |
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$ |
99,319 |
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See accompanying notes to unaudited consolidated financial statements
3
Virtusa Corporation and Subsidiaries
Consolidated Statements of Operations and Other Comprehensive Income
(Unaudited)
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Three Months Ended |
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Nine Months Ended |
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December 31, |
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December 31, |
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(In thousands, except per share amounts) |
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2007 |
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2006 |
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2007 |
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2006 |
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Revenue |
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$ |
42,455 |
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$ |
33,673 |
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$ |
120,158 |
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$ |
89,388 |
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Costs of revenue |
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23,307 |
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18,360 |
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67,943 |
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48,630 |
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Gross profit |
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19,148 |
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15,313 |
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52,215 |
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40,758 |
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Operating expenses: |
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Selling, general and administrative expenses |
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13,281 |
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11,244 |
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38,451 |
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30,690 |
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Income from operations |
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5,867 |
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4,069 |
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13,764 |
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10,068 |
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Other income (expense): |
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Interest income, net |
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1,216 |
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301 |
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2,644 |
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849 |
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Foreign currency transaction gains (losses) |
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(123 |
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34 |
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(559 |
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460 |
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Other, net |
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3 |
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(47 |
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1 |
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(103 |
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Total other income |
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1,096 |
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288 |
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2,086 |
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1,206 |
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Income before income tax expense |
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6,963 |
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4,357 |
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15,850 |
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11,274 |
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Income tax expense (benefit) |
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1,706 |
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(4,317 |
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3,338 |
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(4,081 |
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Net income |
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$ |
5,257 |
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$ |
8,674 |
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$ |
12,512 |
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$ |
15,355 |
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Net income per share of common stock |
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Basic |
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$ |
0.23 |
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$ |
0.50 |
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$ |
0.60 |
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$ |
0.88 |
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Diluted |
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$ |
0.21 |
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$ |
0.47 |
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$ |
0.55 |
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$ |
0.84 |
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Comprehensive income: |
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Net income |
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$ |
5,257 |
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$ |
8,674 |
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$ |
12,512 |
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$ |
15,355 |
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Foreign currency translation adjustments |
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364 |
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429 |
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1,711 |
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144 |
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Unrealized gain on available-for-sale securities |
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87 |
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39 |
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Unrealized gain (loss) on effective cash flow hedges |
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(40 |
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186 |
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Unrecognized actuarial gain (loss) on pension plans |
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4 |
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(41 |
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Total comprehensive income |
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$ |
5,672 |
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$ |
9,103 |
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$ |
14,407 |
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$ |
15,499 |
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See accompanying notes to unaudited consolidated financial statements
4
Virtusa Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
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Nine Months Ended December 31, |
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(In thousands) |
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2007 |
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2006 |
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Cash flows provided by operating activities: |
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Net income |
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$ |
12,512 |
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$ |
15,355 |
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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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2,861 |
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2,381 |
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Share-based compensation expense |
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2,221 |
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2,210 |
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Gain on disposal of property and equipment |
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(14 |
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(7 |
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Mark to market for liability classified warrants |
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108 |
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Deferred income taxes, net |
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826 |
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(4,956 |
) |
Net changes in operating assets and liabilities: |
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Accounts receivable, net |
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(360 |
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(10,579 |
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Prepaid expenses and other current assets |
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(1,878 |
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(1,515 |
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Other assets |
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(694 |
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(9 |
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Accounts payable |
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(2,707 |
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(254 |
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Accrued employee compensation and benefits |
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|
906 |
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|
1,046 |
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Accrued expensesother |
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1,401 |
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1,100 |
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Deferred revenue |
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(28 |
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171 |
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Income taxes payable |
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1,052 |
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|
460 |
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Other long-term liabilities |
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500 |
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(37 |
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Net cash provided by operating activities |
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16,598 |
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|
5,474 |
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Cash flows used/provided by for investing activities: |
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Proceeds from sale of equity investment |
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466 |
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Purchase of short-term investments |
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(56,638 |
) |
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Proceeds from sale or maturity of short-term investments |
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11,256 |
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Purchase of long-term investments |
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(17,131 |
) |
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Proceeds from sale or maturity of long-term investments |
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41 |
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Purchase of property and equipment |
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(9,082 |
) |
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(4,423 |
) |
Additions to internally-developed software costs |
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(32 |
) |
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(151 |
) |
Proceeds from sale of property and equipment |
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30 |
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7 |
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Increase in restricted cash |
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(63 |
) |
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(74 |
) |
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Net cash used for investing activities |
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(71,619 |
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(4,175 |
) |
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Cash flows used/ provided by financing activities: |
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Proceeds from sale of common stock |
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61,600 |
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|
452 |
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Net proceeds from exercise of common stock options |
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33 |
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|
38 |
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Stock offering costs |
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(6,948 |
) |
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Principal payments on capital lease obligation |
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(8 |
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(29 |
) |
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Net cash provided by financing activities |
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$ |
54,677 |
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|
$ |
461 |
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Effect of
exchange rate changes on cash and cash equivalents |
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|
287 |
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|
199 |
|
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Net increase (decrease) in cash and cash equivalents |
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|
(57 |
) |
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|
1,959 |
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Cash and cash equivalents, beginning of period |
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|
45,079 |
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|
30,237 |
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Cash and cash equivalents, end of period |
|
$ |
45,022 |
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|
$ |
32,196 |
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|
See accompanying notes to unaudited consolidated financial statements
5
Virtusa Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)
(1) Nature of Business
Virtusa Corporation (the Company or Virtusa) is a global information technology services
company. The Company uses an offshore delivery model to provide a broad range of information
technology, or IT, services, including IT consulting, technology implementation and application
outsourcing. Using its enhanced global delivery model, innovative platforming approach and industry
expertise, the Company provides cost-effective services that enable its clients to accelerate time
to market, improve service and enhance productivity. Headquartered in Massachusetts, Virtusa has
offices in the United States and the United Kingdom, and global delivery centers in Hyderabad and
Chennai, India and Colombo, Sri Lanka.
The Company completed an initial public offering, or IPO, of its common stock on August 8, 2007. In
connection with the Companys IPO, the Company issued and sold 4,400,000 shares of common stock at
a public offering price of $14.00 per share. The Company received net proceeds of $52,910 after
deducting underwriting discounts and commissions of $4,312 and offering costs of $4,378. Upon the
closing of the IPO, all shares of redeemable convertible preferred stock automatically converted
into 11,425,786 shares of the Companys common stock.
(2) Unaudited Interim Financial Information
Basis of Presentation
The accompanying unaudited consolidated financial statements included herein have been prepared by
Virtusa in accordance with U.S. generally accepted accounting principles and Article 10 of
Regulation S-X under the Securities and Exchange Act of 1934, as amended, and should be read in
conjunction with the Companys consolidated financial statements (and notes thereto) for the fiscal
year ended March 31, 2007 included in the Companys Registration Statement on Form S-1, as amended
(File No. 333-141952), which was declared effective by the Securities and Exchange Commission, or
SEC, on August 2, 2007. In the opinion of the Companys management, all adjustments considered
necessary for a fair presentation of the accompanying unaudited consolidated financial statements
have been included, and all adjustments are of a normal and recurring nature. Operating results for
the interim periods are not necessarily indicative of results that may be expected to occur for the
entire fiscal year. Certain reclassifications have been made to the prior year financial statements
to conform to the current year presentation.
Reverse Stock-Split
On July 18, 2007, the Company effected a one-for-3.13 reverse stock split of its common stock. All
impacted amounts included in the consolidated financial statements and notes thereto have been
retroactively adjusted for the reverse stock split. Impacted amounts include shares of common stock
outstanding, share issuances, shares underlying stock options, stock appreciation rights and
warrants, shares reserved and net income per share.
Basis of Consolidation
The consolidated financial statements reflect the accounts of the Company and its subsidiaries:
Virtusa (India) Private Limited, organized and located in India, Virtusa (Private) Limited,
organized and located in Sri Lanka, Virtusa UK Limited, organized and located in the United
Kingdom, and Virtusa Securities Corporation, a Massachusetts securities corporation located in the
United States. All intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in accordance with U.S. generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities, including
6
the recoverability of tangible assets, disclosure of contingent assets and liabilities as of the
date of the financial statements, and the reported amounts of revenue and expenses during the
reported period. Management reevaluates these estimates on an ongoing basis. The most significant
estimates relate to the recognition of revenue and profits based on the percentage of completion
method of accounting for fixed-price contracts, income taxes and related deferred tax assets and
liabilities and share based compensation. Management bases its estimates on historical experience
and on various other assumptions that are believed to be reasonable under the circumstances. The
actual amounts may vary from the estimates used in the preparation of the accompanying consolidated
financial statements.
(3) Net Income per Share
Prior to the Companys IPO, the Company calculated net income per share in accordance with SFAS
No. 128, Earnings per Share (SFAS No. 128) and EITF Issue No. 03-6, Participating Securities and
the TwoClass Method under FASB Statement 128 (EITF No. 03-6). EITF No. 03-6 clarifies the use of
the two-class method for the computation of earnings per share by companies with participating
securities or multiple classes of common stock. The Companys series A, B, C and D redeemable
convertible preferred stock were participating securities due to their participation rights related
to cash dividends declared by the Company. When determining basic earnings per share under EITF
No. 03-6, undistributed earnings for a period are allocated to a participating security based on
the contractual participation rights of the security to share in those earnings as if all of the
earnings for the period had been distributed. Net losses are not allocated to preferred
stockholders.
Basic earnings per share for the three and nine months ended December 31, 2006 have been calculated
using the two class method. Basic earnings per share is computed by dividing the net income
available to common stockholders by the weighted average common shares outstanding. The net income
available to common stockholders is calculated by deducting dividends allocable to the Companys
redeemable convertible preferred stock from net income. There have been no dividends to common or
redeemable convertible preferred stock for any of the periods presented. Diluted net income per
share is computed giving effect to all potentially dilutive common stock, including stock options,
stock appreciation rights, warrants, and all convertible securities to the extent they are
dilutive.
Subsequent to the IPO for the three and nine months ended December 31, 2007, basic earnings per
share is computed by dividing net income by the weighted average number of shares of common stock
outstanding for the period, and diluted earnings per share is computed by including common stock
equivalents outstanding for the period in the denominator. The following table sets forth the
computation of basic and diluted net income per share for the periods set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
Numerators: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
5,257 |
|
|
$ |
8,674 |
|
|
$ |
12,512 |
|
|
$ |
15,355 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income allocated to participating redeemable
convertible preferred stockholders |
|
|
|
|
|
|
5,669 |
|
|
|
|
|
|
|
10,081 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common stockholders |
|
$ |
5,257 |
|
|
$ |
3,005 |
|
|
$ |
12,512 |
|
|
$ |
5,274 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominators: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
22,845,259 |
|
|
|
6,055,475 |
|
|
|
20,850,875 |
|
|
|
5,978,600 |
|
Dilutive effect of employee stock options and warrants |
|
|
1,957,879 |
|
|
|
1,147,730 |
|
|
|
1,852,643 |
|
|
|
779,731 |
|
Dilutive effect of stock appreciation rights |
|
|
121,275 |
|
|
|
|
|
|
|
121,275 |
|
|
|
|
|
Dilutive effect of redeemable convertible preferred
shares |
|
|
|
|
|
|
11,425,786 |
|
|
|
|
|
|
|
11,425,786 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares-Diluted |
|
|
24,924,413 |
|
|
|
18,628,991 |
|
|
|
22,824,793 |
|
|
|
18,184,117 |
|
Net income per share-Basic |
|
$ |
0.23 |
|
|
$ |
0.50 |
|
|
$ |
0.60 |
|
|
$ |
0.88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share-Diluted |
|
$ |
0.21 |
|
|
$ |
0.47 |
|
|
$ |
0.55 |
|
|
$ |
0.84 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7
During the three and nine months ended December 31, 2007, options to purchase approximately 321,608
and 202,639 shares of common stock, respectively, were excluded from the calculations of diluted
earnings per share as their effect would have been anti-dilutive.
During the three and nine months ended December 31, 2006, options to purchase 293,259 and 1,006,486
shares of common stock, respectively, were excluded from the calculations of diluted earnings per
share as their effect would have been anti-dilutive.
(4) Investments
The Company classifies all debt securities with readily determinable market values as available
for sale in accordance with SFAS No. 115, Accounting for Certain Investments in Debt and Equity
Securities. These securities are classified as short-term investments and long-term investments on
the consolidated balance sheet and are carried at fair market value. Any unrealized gains and
losses on these securities are reported as other comprehensive income (loss) as a separate
component of stockholders equity unless the decline in value is deemed to be other-than-temporary,
in which case, investments are written down to fair value and the loss is charged to the
consolidated statement of operations. Short-term investments are those with original maturities of
more than three months at the date of purchase and less than one year from the date of the balance
sheet. Long-term investments are those with maturities of more than one year from the date of the
balance sheet.
The following is a summary of short-term and long-term investments:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
March 31, |
|
|
|
2007 |
|
|
2007 |
|
|
Short-term investments |
|
|
|
|
|
|
|
|
Available-for-sale securities: |
|
|
|
|
|
|
|
|
Auction rate securities |
|
$ |
15,050 |
|
|
$ |
|
|
Commercial paper |
|
|
17,177 |
|
|
|
|
|
Corporate bonds |
|
|
10,476 |
|
|
|
|
|
Other |
|
|
5,596 |
|
|
|
|
|
|
|
|
|
|
|
|
Total available-for-sale securities |
|
|
48,299 |
|
|
|
|
|
Time deposits |
|
|
2,100 |
|
|
|
|
|
|
|
|
|
|
|
|
Total short-term investments |
|
$ |
50,399 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term investments |
|
|
|
|
|
|
|
|
Available-for-sale securities: |
|
|
|
|
|
|
|
|
Corporate bonds |
|
$ |
9,948 |
|
|
$ |
|
|
Other |
|
|
2,206 |
|
|
|
41 |
|
|
|
|
|
|
|
|
Total long-term investments |
|
$ |
12,154 |
|
|
$ |
41 |
|
|
|
|
|
|
|
|
8
(5) Property and Equipment
Property and equipment and their estimated useful lives in years consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated |
|
|
|
|
|
|
|
|
|
useful life |
|
|
December 31, |
|
|
March 31, |
|
|
|
(years) |
|
|
2007 |
|
|
2007 |
|
|
Computer equipment |
|
|
3 |
|
|
$ |
19,600 |
|
|
$ |
16,446 |
|
Furniture and fixtures |
|
|
7 |
|
|
|
1,944 |
|
|
|
2,005 |
|
Vehicles |
|
|
4 |
|
|
|
268 |
|
|
|
299 |
|
Software |
|
|
3 |
|
|
|
3,657 |
|
|
|
2,835 |
|
|
|
Lesser of estimated useful life or lease term |
|
|
|
|
|
|
|
|
Leasehold improvements |
|
|
|
|
|
|
1,312 |
|
|
|
438 |
|
Capital work-in-progress |
|
|
|
|
|
|
6,933 |
|
|
|
1,039 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,714 |
|
|
|
23,062 |
|
Lessaccumulated depreciation and amortization |
|
|
|
|
|
|
19,048 |
|
|
|
15,521 |
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
|
|
|
|
$ |
14,666 |
|
|
$ |
7,541 |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense was $1,001 and $910 for the three months ended December 31,
2007 and 2006, respectively, and $2,861 and $2,381 for the nine months ended December 31, 2007 and
2006, respectively. Capital work-in-progress represents advances paid towards the acquisition of
property and equipment and the cost of property and equipment not put to use before the balance
sheet date.
(6) Income Taxes
The Company adopted the provisions of Financial Accounting Standards Board (FASB) Interpretation
No. 48, Accounting for Uncertainty in Income Taxes an interpretation of SFAS No. 109 (FIN 48),
on April 1, 2007. FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing a
minimum recognition threshold for a tax position taken or expected to be taken in a tax return that
is required to be met before being recognized in the financial statements. FIN 48 also provides
guidance on derecognition, measurement, classification, interest and penalties, accounting in
interim periods, disclosure and transition. The cumulative effect of adopting FIN 48 of $94 was
recorded as a reduction to opening retained earnings and an increase to long-term liabilities. The
total amount of unrecognized tax benefits as of the date of adoption was $1,260, of which the
entire amount would reduce income tax expense and the effective income tax rate if recognized.
There have been no changes to the unrecognized tax benefit balance during the three and nine months
ended December 31, 2007. No significant changes in the unrecognized tax benefit balance are
expected in the next twelve months.
The Company continues to classify accrued interest and penalties related to unrecognized tax
benefits in income tax expense. At April 1, 2007, the Company had $152 and $49 accrued for interest
and penalties relating to certain tax matters in India and United States, respectively.
Currently, the Company is under income tax examination in India. The Company does not believe that
the outcome of any examination will have a material effect on its consolidated financial
statements. The Companys major taxing jurisdictions include the United States, United Kingdom,
India, and Sri Lanka. With few exceptions, the Company remains subject to examination for all years
after 2000.
The Companys effective tax rate was 24.5% and 21.1% for the three and nine months ended December
31, 2007, respectively, which is computed at the statutory federal, state and foreign tax rates
without the benefit of previously recognized net operating losses, as compared to an income tax
(benefit) rate of (99.1)% and (36.2)% for the three and nine months ended December 31, 2006,
respectively. The Company recognized the benefit of all of its deferred tax assets during the
fiscal year ended March 31, 2007, when the Company released its valuation allowance.
9
(7) Post-Retirement Benefits
The Company has noncontributory defined benefit plans (the Benefit Plans) covering its employees
in India and Sri Lanka as mandated by the Indian and Sri Lankan governments. The Benefit Plans
provide for a lump-sum payment to eligible employees at retirement, death, incapacitation or on
termination of employment, of an amount based on the respective employees salary and tenure of
employment. Furthermore, Indias gratuity rules only allow a maximum of approximately $9 of
gratuity payable to an employee.
The effect on the Companys consolidated statement of operations of the Benefit Plans is summarized
in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
Service cost |
|
$ |
60 |
|
|
$ |
31 |
|
|
$ |
176 |
|
|
$ |
86 |
|
Interest cost on projected benefit obligation |
|
|
14 |
|
|
|
7 |
|
|
|
41 |
|
|
|
20 |
|
Expected return on plan assets |
|
|
(8 |
) |
|
|
|
|
|
|
(24 |
) |
|
|
|
|
Recognized net actuarial loss |
|
|
3 |
|
|
|
|
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic pension expense |
|
$ |
69 |
|
|
$ |
38 |
|
|
$ |
203 |
|
|
$ |
106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the nine months ended December 31, 2007, the Company has contributed $425 and $302 to the
Benefit Plans in India and Sri Lanka, respectively, which approximate the unfunded status of the
respective plans as of December 31, 2007. The Company expects to contribute approximately $90 to
the Benefit Plan in India over the balance of the fiscal year ending March 31, 2008.
(8) Derivative Financial Instruments
The Company enters into foreign currency derivative contracts to mitigate the risk of changes in
foreign exchange rates on inter-company transactions and forecasted transactions denominated in
foreign currencies, particularly between the Indian rupee and the U.S. dollar and the U.K. pound
sterling. The notional principal amounts of these foreign currency derivative contracts as of
December 31, 2007 and 2006 were $11,753 and $0 respectively. Certain of these transactions entered
into subsequent to June 30, 2007 meet the criteria for hedge accounting as cash flow hedges
pursuant to SFAS No.133, Accounting for Derivative Instruments and Hedging Activities. Changes in
the fair values of these hedges are deferred and recorded as a component of accumulated other
comprehensive income until the hedged transactions occur and are then recognized in the
consolidated statements of operations. In connection with the cash flow hedges, the Company has
recorded an unrealized gain of $186 as a component of accumulated other comprehensive income within
stockholders equity as of December 31, 2007. The Company
also enters into foreign currency derivative
contracts to mitigate the risk of changes in foreign exchange rates
which did not meet the criteria for hedge accounting as cash flow hedges. Changes in the fair value
for derivative contracts not designated as hedges and the ineffective portion of derivatives
designated as cash flow hedges are recognized in the consolidated statements of operations.
Foreign currency (gains) losses on settlement of foreign currency derivative contracts were ($158)
and ($89) during the three months ended December 31, 2007 and 2006, respectively, and ($141) and
$202 during the nine months ended December 31, 2007 and 2006, respectively.
10
(9) Concentration of Revenue and Assets
Total revenue is attributed to geographic areas based on location of the client. Net assets
represent total assets less total liabilities and are attributed to geographic area based on their
location. Geographic information is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
Client revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
|
$ |
29,085 |
|
|
$ |
24,007 |
|
|
$ |
83,438 |
|
|
$ |
67,377 |
|
Europe |
|
|
13,056 |
|
|
|
9,559 |
|
|
|
36,232 |
|
|
|
21,622 |
|
Rest of the world |
|
|
314 |
|
|
|
107 |
|
|
|
488 |
|
|
|
389 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated revenue |
|
$ |
42,455 |
|
|
$ |
33,673 |
|
|
$ |
120,158 |
|
|
$ |
89,388 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
March 31, |
|
|
|
2007 |
|
|
2007 |
|
|
Net assets: |
|
|
|
|
|
|
|
|
United States |
|
$ |
118,367 |
|
|
$ |
58,848 |
|
India |
|
|
12,608 |
|
|
|
6,681 |
|
Sri Lanka |
|
|
5,623 |
|
|
|
2,128 |
|
United Kingdom |
|
|
14,120 |
|
|
|
12,464 |
|
|
|
|
|
|
|
|
Consolidated net assets |
|
$ |
150,718 |
|
|
$ |
80,121 |
|
|
|
|
|
|
|
|
During the three and nine months ended December 31, 2007, sales to one significant client accounted
for 26.6% and 26.2%, respectively of the Companys consolidated revenue.
(10) Subsequent Events
On
January 31, 2008, the Company purchased from two banking
institutions multiple foreign currency forward contracts designed to hedge
fluctuation in the Indian rupee against the U.S. dollar and U.K. pound sterling. The contracts
have an aggregate notional amount of approximately 2.9 billion Indian rupees (approximately $73.4
million) and will settle on a monthly basis over a 21 month period ending December 31, 2009. The
Company has the obligation to settle these contracts based upon the Reserve Bank of India published
Indian rupee exchange rates. The approximate weighted average Indian rupee rate associated with these
contracts is 39.56.
11
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of the financial condition and results of operations of Virtusa
Corporation should be read in conjunction with the consolidated financial statements and the
related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the audited
financial statements and notes thereto and Managements Discussion and Analysis of Financial
Condition and Results of Operations included in our Registration Statement on Form S-1, as amended
(File No. 333-141952), which was declared effective by the Securities and Exchange Commission, or
SEC, on August 2, 2007.
Forward Looking Statements
The statements contained in this Quarterly Report on Form 10-Q that are not historical facts are
forward-looking statements (within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended) that involve risks and uncertainties. Such forward-looking statements may be
identified by, among other things, the use of forward-looking terminology such as believes,
expects, may, will, should or anticipates or the negative thereof or other variations
thereon or comparable terminology, or by discussions of strategy that involve risks and
uncertainties. These forward-looking statements, such as statements regarding anticipated future
revenue, contract percentage completions, capital expenditures, and other statements regarding
matters that are not historical facts, involve predictions. Our actual results, performance or
achievements could differ materially from the results expressed in, or implied by, these
forward-looking statements. There are a number of important factors that could cause our results to
differ materially from those indicated by such forward-looking statements, including those factors
set forth in Item 1A. Risk Factors in our Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2007, filed with the SEC on September 7, 2007. We urge you to consider those risks
and uncertainties in evaluating our forward-looking statements. We caution readers not to place
undue reliance upon any such forward-looking statements, which speak only as of the date made.
Except as otherwise required by the federal securities laws, we disclaim any obligation or
undertaking to publicly release any updates or revisions to any forward-looking statement contained
herein (or elsewhere) to reflect any change in our expectations with regard thereto or any change
in events, conditions or circumstances on which any such statement is based.
Initial Public Offering
We completed an initial public offering, or IPO, of our common stock on August 8, 2007. In
connection with our IPO, we issued and sold 4,400,000 shares of common stock at a public offering
price of $14.00 per share. We received net proceeds of $52.9 million, after deducting underwriting
discounts and commissions of $4.3 million and offering costs of $4.4 million. Upon the closing of
the IPO, all shares of redeemable convertible preferred stock automatically converted into
11,425,786 shares of our common stock.
Business overview
We are a global information technology services company. We use an offshore delivery model to
provide a broad range of information technology, or IT, services, including IT consulting,
technology implementation and application outsourcing. Using our enhanced global delivery model,
innovative platforming approach and industry expertise, we provide cost-effective services that
enable our clients to use IT to enhance business performance, accelerate time-to-market, increase
productivity and improve customer service. Headquartered in Massachusetts, we have offices in the
United States and the United Kingdom and global delivery centers in Hyderabad and Chennai, India
and Colombo, Sri Lanka. We have over 4,100 employees, or team members, and for the nine months
ended December 31, 2007 we had revenue of $120.2 million and income from operations of $13.8
million.
We have a high level of repeat business among our clients and a significant portion of our revenue
comes from a limited number of clients. For instance, during each of the three and nine months
ended December 31, 2007, 95% of our revenues, came from clients to whom we had been providing
services for at least one year, and during the three and nine months ended December 31, 2006, 98%
and 97%, of our revenues, respectively, came from clients to whom we had been providing services
for at least one year. Our ten largest clients accounted for 76% of our revenues for each of the
three and nine months ended December 31, 2007, and 75% and 71% of our revenue for the three and
nine months ended December 31, 2006, respectively. We expect to continue to realize high levels of
repeat business. Client concentration is expected to decline as we grow, but we believe will remain
high as a percentage of our revenue.
12
High repeat business and client concentration is common in our industry. Accordingly, our global
account management and service delivery teams focus on expanding client relationships and
converting new engagements to long-term relationships to generate repeat revenue and expand revenue
streams from existing clients. We also have a dedicated business development team focused on
generating engagements with new clients to continue to expand our client base and, over time,
reduce client concentration.
We perform our services under both time-and-materials and fixed-price contracts. Revenue from
fixed-price contracts was 21.8% and 19.4% of our total revenue as compared to 20.0% and 13.1% for
the three and nine months ended December 31, 2007 and 2006, respectively. The increased revenue
earned from fixed-price contracts reflects our clients preferences to enter into fixed-price
engagements. Our enhanced global delivery model leverages a highly-efficient onsite-to-offshore
service delivery mix and proprietary tools and processes to manage and accelerate delivery, foster
innovation and promote continual improvement. Our global service delivery teams work seamlessly at
our client locations and at our global delivery centers in India and Sri Lanka to provide
value-added services rapidly and cost-effectively. They do this by using our enhanced global
delivery model, which we manage approximately to a 20/80 onsite-to-offshore service delivery mix.
As an IT services company, our revenue growth has and will continue to be highly dependent on our
ability to attract, develop, motivate and retain skilled IT professionals. We closely monitor our
overall attrition rates and patterns to ensure our people management strategy aligns with our
growth objectives. Our attrition rate was 19.8% on a trailing twelve month basis as of December 31,
2007. There is intense competition for IT professionals with the skills necessary to provide the
type of services that we offer. If our attrition rate increases and is sustained at higher levels,
our growth may slow and our cost of hiring and retaining IT professionals could increase.
We expect that a majority of our revenue will continue to be generated in the U.S. dollar and U.K.
pound sterling for the foreseeable future and that a significant portion of our expenses, including
personnel costs, as well as capital and operating expenditures, will continue to be denominated in
Indian and Sri Lankan rupees. The exchange rates among the Indian and Sri Lankan rupees and the
U.S. dollar and the U.K. pound sterling have changed substantially in recent years, and continued
fluctuations are likely to affect our operating results. For instance, the exchange rate for the
Indian rupee to the U.S. dollar and U.K. pound sterling decreased from 43.4417 and 85.2552 on March
31, 2007 to 39.4350 and 78.7639 on December 31, 2007, respectively. This appreciation of the Indian
rupee against the U.S. dollar and the U.K. pound sterling since March 31, 2007 has had a negative
impact on our earnings and margins, and any continued appreciation is likely to have a negative
impact on future earnings and margins. In response to these fluctuations in exchange rates between
the Indian rupee and both the U.S. dollar and the U.K. pound sterling, respectively, we have
implemented a foreign exchange hedging program using foreign currency derivative contracts.
Application of critical accounting estimates and risks
Our consolidated financial statements have been prepared in accordance with U.S. generally accepted
accounting principles, or GAAP. Preparation of these financial statements requires us to make
estimates and assumptions that affect the reported amount of revenue and expenses, assets and
liabilities and the disclosure of contingent assets and liabilities. We consider an accounting
estimate to be critical to the preparation of our financial statements when both of the following
are present:
|
|
the estimate is complex in nature or requires a high degree of judgment; and |
|
|
|
the use of different estimates and assumptions could have a material impact on the
consolidated financial statements |
We have discussed the development and selection of our critical accounting estimates and related
disclosures with the audit committee of our board of directors. Those estimates critical to the
preparation of our consolidated financial statements are listed below.
13
Revenue recognition
Our revenue is derived from a variety of IT consulting, technology implementation and application
outsourcing services. Our services are performed under both time-and-material and fixed-price
arrangements. All revenue is recognized pursuant to GAAP. Revenue is recognized as work is
performed and amounts are earned in accordance with the SEC Staff Accounting Bulletin, or SAB, No.
101, Revenue Recognition in Financial Statements, as amended by SAB No. 104, Revenue Recognition.
We consider amounts to be earned once evidence of an arrangement has been obtained, services are
delivered, fees are fixed or determinable and collectability is reasonably assured. For contracts
with fees billed on a time-and-materials basis, we generally recognize revenue over the period of
performance.
Fixed-price engagements are accounted for under the percentage-of-completion method in accordance
with the American Institute of Certified Public Accountants Statement of Position, or SOP, 81-1,
Accounting for Performance of Construction-Type and Certain Production-Type Contracts. Under the
percentage-of-completion method, we estimate the percentage-of-completion by comparing the actual
number of work days performed to date to the estimated total number of days required to complete
each engagement. The use of the percentage-of-completion method requires significant judgment
relative to estimating total contract revenue and costs to completion, including assumptions and
estimates relative to the length of time to complete the project, the nature and complexity of the
work to be performed and anticipated changes in other engagement-related costs. Estimates of total
contract revenue and costs to completion are continually monitored during the term of the contract
and are subject to revision as the contract progresses. Unforeseen circumstances may arise during
an engagement requiring us to revise our original estimates and may cause the estimated
profitability to decrease. When revisions in estimated contract revenue and efforts are determined,
such adjustments are recorded in the period in which they are first
identified.
Income taxes
The calculation of our tax liabilities involves dealing with uncertainties in the application of
complex tax regulations in multiple jurisdictions. We record liabilities for estimated tax
obligations in the United States and other tax jurisdictions. Determining the consolidated
provision for income tax expense, tax reserves, deferred tax assets and liabilities and related
valuation allowance, if any, involves judgment. We calculate and provide for income taxes in each
of the jurisdictions in which we operate, including India, Sri Lanka, the United States and the
United Kingdom, and this can involve complex issues which require an extended period of time to
resolve. In the year of any such resolution, additional adjustments may need to be recorded that
result in increases or decreases to income. Our overall effective tax rate fluctuates due to a
variety of factors, including arms-length prices for our intercompany transactions, changes in the
geographic mix or estimated level of annual pretax income, as well as newly enacted tax legislation
in each of the jurisdictions in which we operate.
Applicable transfer pricing regulations require that transactions between and among our
subsidiaries be conducted at an arms-length price. On an ongoing basis we estimate appropriate
arms-length prices and use such estimates for our intercompany transactions.
At each financial statement date we evaluate whether a valuation allowance is needed to reduce our
deferred tax assets to the amount that is more likely than not to be realized. This evaluation
considers the weight of all available evidence, including both future taxable income and ongoing
prudent and feasible tax planning strategies. In the event that we determine that we will not be
able to realize a recognized deferred tax asset in the future, an adjustment to the valuation
allowance would be made resulting in a decrease in income in the period such determination was
made. Likewise, should we determine that we will be able to realize all or part of an unrecognized
deferred tax asset in the future, an adjustment to the valuation allowance would be made resulting
in an increase to income (or equity in the case of excess stock option tax benefits).
We have benefited from long-term income tax holiday arrangements in both India and Sri Lanka. Our
Indian subsidiary is an export-oriented company that is entitled to claim a tax exemption for a
period of ten years for each Software Technology Park, or STP, it operates. All of our STP holidays
will be completely phased out by March 2009 and, at that time, any profits could be fully taxable
at the Indian statutory rate, which is currently 34%. Although we believe we have complied with,
and are eligible for, the STP holidays, it is possible that upon
14
examination the government of India may deem us ineligible for the STP holidays or make adjustments
to the profit level. In anticipation of the phase-out of the STP holidays, we intend to locate at
least a portion of our Indian operations in areas designated as Special Economic Zones, or SEZs, to
secure additional tax exemptions for a period of ten years, which could extend to 15 years if we
meet certain reinvestment requirements. Our Sri Lankan subsidiary has been granted an income tax
holiday by the Sri Lanka Board of Investment which expires on March 31, 2019. The tax holiday is
contingent upon a certain level of job creation during a given timetable. Any inability to meet the
agreed upon level or timetable for new job creation would jeopardize this holiday arrangement.
Primarily as a result of these tax holiday arrangements, our worldwide profit has been subject to a
relatively low effective tax rate, and the loss of any of these arrangements would increase our
overall effective tax rate.
It is our intent to reinvest all accumulated earnings from India and Sri Lanka back into their
respective operations to fund growth. As a component of this strategy, pursuant to Accounting
Principles Board Opinion No. 23, Accounting for Income Taxes-Special Areas, we do not accrue
incremental U.S. taxes on Indian or Sri Lanka earnings as these earnings are considered to be
permanently or indefinitely reinvested outside of the United States. If such earnings were to be
repatriated in the future or are no longer deemed to be indefinitely reinvested, we will accrue the
applicable amount of taxes associated with such earnings, which would increase our overall
effective tax rate.
Share-based compensation
Under the fair value recognition provisions of Statement of Financial Accounting Standards, or
SFAS, No. 123R, Share-Based Payment (SFAS No. 123R), share-based compensation cost is measured at
the grant date based on the value of the award and is recognized as expense over the vesting
period. Determining the fair value of share-based awards at the grant date requires judgment,
including estimating the expected term of stock based awards and the expected volatility of our
stock. In addition, judgment is also required in estimating the income tax benefits related to the
share-based awards and the amount of stock-based awards that are expected to be forfeited. If
actual results differ significantly from our estimates, share-based compensation expense and our
results of operations could be materially impacted.
We established a stock appreciation rights plan, or SAR Plan, during the fiscal year ended March
31, 2006. Prior to our IPO, under the terms of the SAR Plan, all stock appreciation rights, or
SARs, were settled in cash and the compensation cost and future liability for these SARs were
determined using the fair value at the grant date and remeasuring the fair value of the vested SARs
at the close of each reporting period. After our IPO, we are obligated under the SAR Plan to
settle all SARs in shares of our common stock. Therefore, the SARs are now equity classified and
are no longer remeasured. The liability measured as of the IPO date was $1.4 million and this
amount has been reclassified as a component of additional paid in capital subsequent to the IPO.
Since April 1, 2007, we have been obligated to pay a fringe benefit tax related to the exercise of
stock options and certain SARs by our employees in India. The amount of such tax was immaterial for
the three and nine months ended December 31, 2007.
15
Results of operations
Three months ended December 31, 2007 compared to the three months ended December 31, 2006
The following table presents an overview of our results of operations for the three months ended
December 31, 2007 and 2006.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
|
|
|
|
(dollars in thousands) |
|
2007 |
|
|
2006 |
|
|
$ Change |
|
|
% Change |
|
Revenue |
|
$ |
42,455 |
|
|
$ |
33,673 |
|
|
$ |
8,782 |
|
|
|
26.1 |
% |
Costs of revenue |
|
|
23,307 |
|
|
|
18,360 |
|
|
|
4,947 |
|
|
|
26.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
19,148 |
|
|
|
15,313 |
|
|
|
3,835 |
|
|
|
25.0 |
|
Operating expenses |
|
|
13,281 |
|
|
|
11,244 |
|
|
|
2,037 |
|
|
|
18.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
5,867 |
|
|
|
4,069 |
|
|
|
1,798 |
|
|
|
44.2 |
|
Other income |
|
|
1,096 |
|
|
|
288 |
|
|
|
808 |
|
|
|
280.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax expense |
|
|
6,963 |
|
|
|
4,357 |
|
|
|
2,606 |
|
|
|
59.8 |
|
Income tax expense (benefit) |
|
|
1,706 |
|
|
|
(4,317 |
) |
|
|
6,023 |
|
|
|
(139.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
5,257 |
|
|
$ |
8,674 |
|
|
$ |
(3,417 |
) |
|
|
(39.4 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
Revenue increased from $33.7 million in the three months ended December 31, 2006 to $42.5 million
in the three months ended December 31, 2007, representing an increase of $8.8 million, or 26.1%.
This revenue increase was driven by continued, strong demand for our services. Billable days
increased approximately 32% over this comparative time period contributing approximately $9.0
million to the revenue increase. During the three months ended
December 31, 2006, we experienced a higher percentage
of on-site consulting services in Europe at higher average realized billing
rates as compared to the services performed by us during the three months ended December 31, 2007.
This increase in on-site consulting services offset the revenue increase in the three months ended
December 31, 2007 by approximately $1.0 million. In
addition, the strengthening of the U.K. pound sterling against the U.S. dollar during the three
months ended December 31, 2007 as compared to the three months ended December 31, 2006, contributed
$0.8 million to the revenue increase. Our top ten clients in the three months ended December 31,
2007 and 2006 accounted for 76% and 75% of our revenue, respectively. North America revenue
increased 22.3%, from $24.0 million in the three months ended December 31, 2006 to $29.1 million in
the three months ended December 31, 2007. Europe revenue increased 36.6%, from $9.6 million in the
three months ended December 31, 2006 to $13.1 million in the three months ended December 31, 2007,
due to significant growth in revenue from one of our clients.
Costs of revenue
Costs of revenue increased from $18.4 million in the three months ended December 31, 2006 to $23.3
million in the three months ended December 31, 2007, an increase of $4.9 million, or 26.9%. A
significant portion of the increase was attributable to an increase in the number of our IT
professionals to support revenue growth, from 3,170 as of December 31, 2006 to 3,862 as of December
31, 2007, resulting in additional compensation costs of $4.1 million. Wage increases in India and
Sri Lanka during the three months ended December 31, 2007 added $0.5 million to our costs of
revenue as compared to the three months ended December 31, 2006. The net effects of a weaker U.S.
dollar against the Indian rupee during the three months ended December 31, 2007 as compared to the
three months ended December 31, 2006 also increased our costs of revenue by approximately $1.0
million, which was partially offset by the gain recorded as a result of the movement between the U.S. dollar
and the Indian rupee relative to our hedged positions. These increases were partially offset by a
decrease in share-based compensation expense of $0.3 million and a decrease in subcontractors costs
of $0.5 million in the three months ended December 31, 2007 as compared to the three months ended
December 31, 2006.
16
Gross profit
Our gross profit increased from $15.3 million in the three months ended December 31, 2006 to $19.1
million in the three months ended December 31, 2007, an increase of $3.8 million, or 25.0%. As a
percentage of revenue, gross margin was 45.5% in the three months ended December 31, 2006 and
45.1% in the three months ended December 31. 2007.
Operating expenses
Operating expenses increased from $11.2 million in the three months ended December 31, 2006 to
$13.3 million in the three months ended December 31, 2007, an increase of $2.0 million, or 18.1%.
The increase in our operating expenses in absolute dollars is primarily due to the growth in our
headcount in non-IT professionals resulting in an increase of $0.7 million in compensation and
benefit costs, $0.1 million in share-based compensation expense and an additional $0.9 million in
infrastructure expenses. The net effects of a weaker U.S. dollar against the Indian rupee during
the three months ended December 31, 2007, as compared to the three months ended December 31, 2006,
also increased our operating expenses by approximately
$0.5 million, which was partially offset by the gain
recorded as a result of the movement between the U.S. dollar and the Indian rupee relative to our
hedged positions. These increases in operating expenses were partially offset by a decrease in our
costs of professional services provided by outside accounting and legal firms, consulting firms and
administrative consultants by $0.3 million during the three months ended December 31, 2007 as
compared to the three months ended December 31, 2006.
Income from operations
Income from operations increased from $4.1 million in the three months ended December 31, 2006 to
$5.9 million in the three months ended December 31, 2007, an increase of $1.8 million or 44.2%.
This increase in income from operations resulted from higher overall gross profit and lower
operating expenses as a percentage of revenue. As a percentage of revenue, income from operations
increased from 12.1% in the three months ended December 31, 2006 to 13.8%, in the three months
ended December 31, 2007, primarily due to our lower operating expenses as a percentage of revenue.
Other income
Other income increased from $0.3 million in the three months ended December 31, 2006 to $1.1
million in the three months ended December 31, 2007. The increase was primarily attributable to an
increase in interest income by $0.9 million in the three months ended December 31, 2007 due to an
increase in average cash and cash equivalents and our investment balances when compared to the
three months ended December 31, 2006. We expect the recent
decreases in short-term interest rates to have a negative effect on
interest rates earned on cash and cash equivalents and our investment
balances in future periods.
Income tax expense
We had income tax benefit of $4.3 million in the three months ended December 31, 2006 compared to
income tax expense of $1.7 million in the three months ended December 31, 2007. Our effective tax
rate was an income tax (benefit) rate of (99.1)% for the three months ended December 31, 2006,
which is largely due to the recognition of a discrete income tax benefit of approximately
$5.0 million due to the reversal of our deferred tax asset valuation allowance in our statement of
operations during the three months ended December 31, 2006, as compared to an effective tax rate of
24.5% for the three months ended December 31, 2007, with an annualized effective tax rate of
approximately 21%, which was computed at the statutory federal, state and foreign tax rates without
the benefit of previously recognized net operating losses.
17
Net income
Net income decreased from $8.7 million in the three months ended December 31, 2006 to $5.3 million
in the three months ended December 31, 2007. This decrease was driven primarily by the recognition
of a discrete income tax benefit due to the reversal of our deferred tax valuation allowance during
the three months ended December 31, 2006, and an increase in our effective tax rate for the
comparative period, partially offset by an increase in income from operations and interest income
during the three months ended December 31, 2007.
Nine months ended December 31, 2007 compared to the nine months ended December 31, 2006
The following table presents an overview of our results of operations for the nine months ended
December 31, 2007 and 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
|
|
|
|
(dollars in thousands) |
|
2007 |
|
|
2006 |
|
|
$ Change |
|
|
% Change |
|
Revenue |
|
$ |
120,158 |
|
|
$ |
89,388 |
|
|
$ |
30,770 |
|
|
|
34.4 |
% |
Costs of revenue |
|
|
67,943 |
|
|
|
48,630 |
|
|
|
19,313 |
|
|
|
39.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
52,215 |
|
|
|
40,758 |
|
|
|
11,457 |
|
|
|
28.1 |
|
Operating expenses |
|
|
38,451 |
|
|
|
30,690 |
|
|
|
7,761 |
|
|
|
25.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
13,764 |
|
|
|
10,068 |
|
|
|
3,696 |
|
|
|
36.7 |
|
Other income |
|
|
2,086 |
|
|
|
1,206 |
|
|
|
880 |
|
|
|
73.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax expense |
|
|
15,850 |
|
|
|
11,274 |
|
|
|
4,576 |
|
|
|
40.6 |
|
Income tax
expense (benefit) |
|
|
3,338 |
|
|
|
(4,081 |
) |
|
|
7,419 |
|
|
|
(181.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
12,512 |
|
|
$ |
15,355 |
|
|
$ |
(2,843 |
) |
|
|
(18.5 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
Revenue increased from $89.4 million in the nine months ended December 31, 2006 to $120.2 million
in the nine months ended December 31, 2007, representing an increase of $30.8 million, or 34.4%.
This revenue increase was driven by continued, strong demand for our services. Billable days
increased approximately 39% over this comparative time period contributing approximately $26.5
million to the revenue increase, while an increase in our average realized billing rate per
consultant contributed approximately $0.9 million to the revenue increase. The increase in our
reimbursable expenses also contributed $0.8 million of the total revenue increase. In addition,
the strengthening of the U.K. pound sterling against the U.S. dollar during the nine months ended
December 31, 2007 as compared to the nine months ended December 31, 2006, contributed $2.6 million
to the revenue increase. Our top ten clients in the nine months ended December 31, 2007 and 2006
accounted for 76% and 71% of our revenue, respectively. North America revenue increased 24.5%, from
$67.4 million in the nine months ended December 31, 2006 to $83.4 million in the nine months ended
December 31, 2007. Europe revenue increased 67.6%, from $21.6 million in the nine months ended
December 31, 2006 to $36.2 million in the nine months ended December 31, 2007, due to significant
growth in revenue from one of our clients.
Costs of revenue
Costs of revenue increased from $48.6 million in the nine months ended December 31, 2006 to $67.9
million in the nine months ended December 31, 2007, an increase of $19.3 million, or 39.7%. A
significant portion of the increase was attributable to an increase in the number of our IT
professionals to support revenue growth, from 3,170 as of December 31, 2006 to 3,862 as of December
31, 2007, resulting in additional compensation costs of $15.5 million and travel costs of $0.7
million. Wage increases in India and Sri Lanka during the nine months ended December 31, 2007 added
$1.7 million to our costs of revenue as compared to the nine months ended December 31, 2006. The
net effects of a weaker U.S. dollar against the Indian rupee during the nine months ended December
31, 2007 as compared to the nine months ended December 31, 2006, also increased our costs of
revenue by approximately $2.5 million, which was partially offset by the gain recorded as a result of the
movement between the U.S. dollar and the Indian rupee relative to our hedged positions. These
increases were partially offset by a decrease in subcontractors costs of $0.5 million, decrease in
share-based compensation expense of $0.4 million, and a decrease in recruitment costs of
$0.4 million in the nine months ended December 31, 2007 as compared to the nine months ended
December 31, 2006.
18
Gross profit
Our gross profit increased from $40.8 million in the nine months ended December 31, 2006 to $52.2
million in the nine months ended December 31, 2007, an increase of $11.5 million, or 28.1%. As a
percentage of revenue, gross margin decreased from 45.6% in the nine months ended December 31, 2006
to 43.5% in the nine months ended December 31, 2007. The decrease in gross margin as a percentage
of revenue is primarily the result of the wage increases in India and Sri Lanka and the
strengthening of the Indian rupee against the U.S. dollar.
Operating expenses
Operating expenses increased from $30.7 million in the nine months ended December 31, 2006 to $38.5
million in the nine months ended December 31, 2007, an increase of $7.8 million, or 25.3%. The
increase in our operating expenses in absolute dollars is primarily due to the growth in our
overall headcount resulting in an increase of $2.9
million in compensation and benefit costs, $0.4 million in share-based compensation expense and an
additional $3.2 million in infrastructure expenses. In addition, operating expenses during the nine
months ended December 31, 2007 increased by $0.4 million
with respect to the incremental non-payroll costs
associated with being a public company. The net effects of a weaker U.S. dollar against the Indian
rupee during the nine months ended December 31, 2007, as compared to the nine months ended December
31, 2006, also increased our operating expenses by approximately
$1.4 million, which was partially offset by
the gain recorded as a result of the movement between the U.S. dollar and the Indian rupee relative
to our hedged positions. These increases in operating expenses were partially offset by a decrease
in our costs of professional services provided by outside accounting and legal firms, consulting
firms and administrative consultants by $0.5 million during the nine months ended December 31, 2007
as compared to the nine months ended December 31, 2006.
Income from operations
Income from operations increased from $10.1 million in the nine months ended December 31, 2006 to
$13.8 million in the nine months ended December 31, 2007, an increase of $3.7 million or 36.7%.
This increase in income from operations resulted from higher overall gross profit and lower
operating expenses as a percentage of revenue. As a percentage of revenue, income from operations
increased marginally from 11.3% in the nine months ended December 31, 2006 to 11.5%, in the nine
months ended December 31, 2007, primarily due to our lower operating expenses as a percentage of
revenue, partially offset by a decline in gross margin as a percentage of revenue.
Other income
Other income increased from $1.2 million in the nine months ended December 31, 2006 to $2.1 million
in the nine months ended December 31, 2007. The increase was primarily attributable to an increase
in interest income by $1.8 million in the nine months ended December 31, 2007 due to an increase in
average cash and cash equivalents and our investment balances when compared to the nine months
ended December 31, 2006, partially offset by the increase in foreign currency transaction losses of
$1.0 million, due to the effects of a weaker U.S. dollar against the Indian rupee.
We expect the recent
decreases in short-term interest rates to have a negative effect on
interest rates earned on cash and cash equivalents and our investment
balances in future periods.
Income tax expense
We had income tax benefit of $4.1 million in the nine months ended December 31, 2006 compared to
income tax expense of $3.3 million in the nine months ended December 31, 2007. Our effective tax
rate was an income tax
19
(benefit) rate of (36.2)% for the nine months ended December 31, 2006, which was largely due to the
recognition of a discrete income tax benefit of approximately $5.0 million due to the reversal of
our deferred tax asset valuation allowance in our statement of operations during the nine months
ended December 31, 2006, as compared to an effective tax rate of 21.1% for the nine months ended
December 31, 2007 which was computed at the statutory federal, state and foreign tax rates without
the benefit of previously recognized net operating losses.
Net income
Net income decreased from $15.4 million in the nine months ended December 31, 2006 to $12.5 million
in the nine months ended December 31, 2007. This decrease was driven primarily by the recognition
of a discrete income tax benefit due to the reversal of our deferred tax valuation allowance during
the nine months ended December 31, 2006, and an increase in our effective tax rate for the
comparative periods, partially offset by an increase in income from operations and interest income
during the nine months ended December 31, 2007.
Liquidity and capital resources
We completed an IPO of our common stock on August 8, 2007. In connection with our IPO, we issued
and sold 4,400,000 shares of common stock at a public offering price of $14.00 per share. We
received net proceeds of $52.9 million after deducting underwriting discounts and commissions of
$4.3 million and offering costs of $4.4 million.
We have financed our operations primarily from sales of shares of equity securities, including
preferred and common stock and from cash from operations. We have not borrowed against our
available credit facilities.
As of December 31, 2007, we had cash and cash equivalents and short-term investments of $95.4
million, of which $8.2 million was held outside the United States. We have a $3.0 million revolving
line of credit with a bank. This facility provides a $1.5 million sub-limit for letters of credit.
The revolving line of credit also includes a foreign exchange line of credit requiring 15% of
foreign exchange contracts to be supported by our borrowing base. There were foreign currency
derivative contracts with a notional amount of $11.8 million outstanding at December 31, 2007.
Advances under our credit facility accrue interest at an annual rate equal to the prime rate minus
0.25%. Our credit facility is secured by certain U.S. assets in favor of the bank and contains
financial and reporting covenants and limitations. We are currently in compliance with all
covenants contained in our credit facility and believe that our credit facility provides sufficient
flexibility so that we will remain in compliance with its terms. As of December 31, 2007, we had no
amounts outstanding under this credit facility. Our credit facility expires on March 31, 2008.
The funds held at locations outside of the United States are for future operating expenses and
expansion of our business, and we have no intention of repatriating those funds. We are not,
however, restricted in repatriating those funds back to the United States, if necessary. If we
decide to remit funds from India to the United States in the form of dividends, they would be
subject to Indian dividend distribution tax, which is currently at a rate of approximately 17%, as
well as U.S. corporate income tax on the dividends.
We believe that our available cash and cash equivalents, investments and cash flows expected to be
generated from operations will be adequate to satisfy our current and planned operations for the
foreseeable future. Our ability to expand and grow our business in accordance with current plans
and to meet our long-term capital requirements will depend on many factors, including the rate, if
any, at which our cash flow increases, our continued intent not to repatriate earnings from India
and Sri Lanka and the availability of public and private debt and equity financing. To the extent we decide to pursue one or more
significant strategic acquisitions, we may incur debt or sell additional equity to finance those
acquisitions.
On
January 31, 2008, the Company purchased from two banking
institutions multiple foreign currency forward contracts designed to hedge
fluctuation in the Indian rupee against the U.S. dollar and U.K. pound sterling. The contracts
have an aggregate notional amount of approximately 2.9 billion Indian rupees (approximately $73.4
million) and will settle on a monthly basis over a 21 month period ending December 31, 2009. The
Company has the obligation to settle these contracts based upon the Reserve Bank of India published
Indian rupee exchange rates. The approximate weighted average Indian rupee rate associated with these
contracts is 39.56.
20
Anticipated capital expenditures
We are constructing a facility as part of a planned campus on a 6.3 acre site in Hyderabad, India.
We expect to construct and build out this facility, which will be approximately 340,000 square
feet, over the next three fiscal years at a total estimated cost of $30.0 million, of which we
anticipate spending between $9.0 million and $10.0 million during the fiscal year ending March 31,
2008. Through December 31, 2007, we have spent $5.7 million toward the completion of this facility
with $5.2 million spent during the nine month period ended December 31, 2007. Other capital
expenditures during the nine month period ended December 31, 2007 were approximately $3.9 million.
We expect other capital expenditures in the normal course of business for the remainder of fiscal
2008 to be approximately $1.1 million, primarily for leasehold improvements, capital equipment and
purchased software.
Cash flows
The following table summarizes our cash flows for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
December 31, |
|
(in thousands) |
|
2007 |
|
|
2006 |
|
|
Net cash provided by operating activities |
|
$ |
16,598 |
|
|
$ |
5,474 |
|
Net cash used for investing activities |
|
|
(71,619 |
) |
|
|
(4,175 |
) |
Net cash provided by financing activities |
|
|
54,677 |
|
|
|
461 |
|
Effect of exchange rate changes on cash |
|
|
287 |
|
|
|
199 |
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
(57 |
) |
|
|
1,959 |
|
Cash and cash equivalents, beginning of period |
|
|
45,079 |
|
|
|
30,237 |
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
45,022 |
|
|
$ |
32,196 |
|
|
|
|
|
|
|
|
Net cash provided by operating activities
Net cash provided by operating activities was $16.6 million during the nine months ended December
31, 2007 as compared to $5.5 million during the nine months ended December 31, 2006. This increase
was attributable to a decrease in our trade accounts receivable by $10.2 million as a result of our
increased collection efforts, an increase in deferred income taxes of $5.8 million and an increase
in depreciation and amortization of $0.5 million during the nine months ended December 31, 2007 as
compared to the nine months ended December 31, 2006. These increases were partially offset by
decreases in net income of $2.8 million and accounts payable of $2.5 million during the nine months
ended December 31, 2007 as compared to the nine months ended December 31, 2006.
Net cash used for investing activities
Net cash used for investing activities was $71.6 million during the nine months ended December 31,
2007 as compared to $4.2 million during the nine months ended December 31, 2006. The increase was
due to investments of excess cash and IPO proceeds into short-term investments of $56.6 million and
long-term investments of $17.1 million, partially offset by proceeds from sale of short-term
investments of $11.3 million. Additionally, we invested $9.1 million on facilities and equipment
including $5.2 million on our Hyderabad facility during the nine months ended December 31, 2007, as
compared to total capital expenditures of $4.4 million during the nine months ended December 31,
2006. Further, the Company received proceeds from the sale of equity investments of $0.5 million
in the nine months ended December 31, 2006, with no such transaction in the nine months ended
December 31 2007.
Net cash provided by financing activities
Net cash provided by financing activities was $54.7 million during the nine months ended December
31, 2007, as compared to $0.5 million during the nine months ended December 31, 2006. The increase
is due to the gross proceeds from our IPO of $61.6 million during the nine months ended December
31, 2007, as compared to proceeds
from the sale of common stock of $0.5 million during the nine months ended December 31, 2006. This
increase was partially offset by the $6.9 million of cash used to fund our IPO during the nine
months ended December 31, 2007.
21
Off-balance sheet arrangements
We do not have any investments in special purpose entities or undisclosed borrowings or debt. We
have cash-secured letters of credit totaling approximately $0.6 million at December 31, 2007.
We have entered into foreign currency derivative contracts with the objective of limiting our
exposure to changes in the Indian rupee described below in Qualitative and Quantitative
Disclosures about Market Risk.
On
January 31, 2008, the Company purchased from two banking
institutions multiple foreign currency forward contracts designed to hedge
fluctuation in the Indian rupee against the U.S. dollar and U.K. pound sterling. The contracts
have an aggregate notional amount of approximately 2.9 billion Indian rupees (approximately $73.4
million) and will settle on a monthly basis over a 21 month period ending December 31, 2009. The
Company has the obligation to settle these contracts based upon the Reserve Bank of India published
Indian rupee exchange rates. The approximate weighted average Indian rupee rate associated with these
contracts is 39.56.
Other than these foreign currency derivative contracts, we have not entered into off-balance sheet
transactions, arrangements or other relationships with unconsolidated entities or other persons
that are likely to affect liquidity or the availability of or requirements for capital resources.
Recent accounting pronouncements
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 defines fair
value, establishes a framework for measuring fair value and expands disclosures about fair value
measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning
after November 15, 2007 and interim periods within those fiscal years. We are currently evaluating
the impact that SFAS No. 157 will have on our financial position or results of operations.
In February 2007, the FASB released SFAS 159, The Fair Value Option for Financial Assets and
Financial Liability. SFAS 159 allows entities to measure many financial instruments and certain
other items at their fair value. The objective is to improve financial reporting by providing
entities with the opportunity to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex hedge accounting
provisions. We are currently evaluating the requirements of SFAS 159 and have not yet determined
its impact on our financial position or results of operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Exchange rate risk
We are exposed to foreign currency exchange rate risk in the ordinary course of business. We have
historically entered into, and in the future we may enter into, foreign currency derivative
contracts to minimize the impact of foreign currency fluctuations on both foreign currency
denominated assets and forecasted expenses. The purpose of this foreign exchange policy is to
protect us from the risk that the recognition of and eventual cash flows related to India rupee
denominated expenses might be affected by changes in exchange rates. Certain of these contracts
meet the criteria for hedge accounting as cash flow hedges under SFAS 133, Accounting for
Derivative Instruments and Hedging Activities.
The notional principal amounts of these foreign currency derivative contracts as of December 31,
2007 was $11.8 million. There were no outstanding foreign currency derivative contracts as of
December 31, 2006.
We evaluate our foreign exchange policy on an ongoing basis to assess our ability to address
foreign exchange exposures on our balance sheet and operating cash flows from the U.K. pound
sterling, India rupee, and the Sri Lanka rupee.
22
Assuming the amount of expenditures by our Indian operations were consistent with fiscal 2007 and
the timing of the funding of these operations were to remain consistent during the remainder of
2008, a constant increase or decrease in the exchange rate between the Indian rupee and the United
States dollar during the remainder of fiscal 2008 of 10% would impact our net income by
approximately $1.1 million, excluding the effect of foreign currency
derivative contracts which would offset approximately 80% of the impact.
On
January 31, 2008, the Company purchased from two banking
institutions multiple foreign currency forward contracts designed to hedge
fluctuation in the Indian rupee against the U.S. dollar and U.K. pound sterling. The contracts
have an aggregate notional amount of approximately 2.9 billion Indian rupees (approximately $73.4
million) and will settle on a monthly basis over a 21 month period ending December 31, 2009. The
Company has the obligation to settle these contracts based upon the Reserve Bank of India published
Indian rupee exchange rates. The approximate weighted average Indian rupee rate associated with these
contracts is 39.56.
Interest rate risk
We do not believe we are exposed to material direct risks associated with changes in interest rates
other than with our cash and cash equivalents, short-term investments and long-term investments. As
of December 31, 2007, we had $107.6 million in cash and cash equivalents, short-term investments
and long-term investments, the interest income from which is affected by changes in short-term
interest rates. We expect the recent decreases in short-term interest
rates to have a negative effect on interest rates earned on cash and
cash equivalents and our investment balances in future periods. Our investment securities
primarily consist of auction rate securities, commercial paper and corporate debts. All of our
investments in debt securities are classified as available-for-sale and are recorded at fair
value. Our available-for-sale investments are sensitive to changes in interest rates. Interest
rate changes would result in a change in the net fair value of these financial instruments due to
the difference between the market interest rate and the market interest rate at the date of
purchase of the financial instrument. A 10% decrease in market interest rates at December 31, 2007
would impact the net fair value of such interest-sensitive financial instruments by $0.3 million.
We had no debt outstanding as of December 31, 2007.
Concentration of credit risk
Financial instruments which potentially expose us to concentrations of credit risk primarily
consist of cash and cash equivalents, short-term investments and long-term investments, accounts
receivable and unbilled accounts receivable. We place our temporary cash in liquid investments at
highly-rated financial institutions. We believe that our credit policies reflect normal industry
terms and business risk. We do not anticipate non-performance by the counterparties and,
accordingly, do not require collateral. Credit losses and write-offs of accounts receivable
balances have historically not been material to our financial statements and have not exceeded our
expectations.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures and Changes in Internal Control over Financial
Reporting
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer,
evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e)
of the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period
covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures as of the end of the period covered
by this report were effective in ensuring that information required to be disclosed by us in
reports that we file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange Commissions rules and
forms. We believe that a control system, no matter how well designed and operated, cannot provide
absolute assurance that the objectives of the control system are met, and no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud, if any, within a
company have been detected.
There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f)
of the Exchange Act) that occurred during the period covered by this report that has materially
affected, or is reasonably likely to materially affect, our internal control over financial
reporting.
23
PART II. OTHER INFORMATION
Item 1A. Risk Factors
We operate in a rapidly changing environment that involves a number of risks that could materially
affect our business, financial condition or future results, some of which are beyond our control.
In addition to the other information set forth in this report, the risks and uncertainties that
could materially affect our business, financial condition or future results, which we believe are
most important for you to consider are discussed in Part I, Item 1A. Risk Factors in our
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2007, as filed with the
Securities and Exchange Commission on September 7, 2007. There are no material changes to the Risk
Factors described in our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2007.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On August 8, 2007, we completed our IPO of 4,400,000 shares of common stock at a public offering
price of $14.00 per share which we offered for sale pursuant to a registration statement on Form
S-1 as amended (File No. 333-141952). Such registration statement was declared effective by the SEC
on August 2, 2007. The managing underwriters in the offering were J.P. Morgan Securities Inc.,
Bear, Stearns & Co. Inc., Cowen and Company, LLC and William Blair & Company, LLC. Net proceeds of
the IPO were approximately $52.9 million, after deducting underwriting discounts and commissions of
approximately $4.3 million and offering fees and expenses of approximately $4.4 million, which
includes legal, accounting and printing costs and various other fees associated with registration
and listing of our common stock. No payments were made by us to directors, officers or persons
owning ten percent or more of our common stock or to their associates, or to our affiliates, other
than payments in the ordinary course of business to officers for salaries and to non-employee
directors as compensation for board or board committee service. We expect to use approximately $30
million of the net proceeds from our IPO to fund the construction and build-out of a new facility
on our planned campus in Hyderabad, India. The balance of the net proceeds will be used for working
capital and other general corporate purposes, including to finance the expansion of our global
delivery centers in Chennai, India and Colombo, Sri Lanka, the hiring of additional personnel,
sales and marketing activities, capital expenditures, the costs of operating as a public company
and possible strategic alliances or acquisitions. Until such uses, the net IPO proceeds have been
invested in interest bearing short-term and long-term marketable securities.
This expected use of the net proceeds represents our current intentions based upon our present
plans and business condition. The amounts and timing of our actual expenditures will depend upon
numerous factors, including cash flows from operations and the anticipated growth of our business.
We will retain broad discretion in the allocation and use of our remaining net proceeds.
Item 5. Other Information
On December 31, 2007, pursuant to a Second Amendment to Amended and Restated Credit Agreement by
and between us and RBS Citizens, N.A., we amended our Amended and Restated Credit Agreement to
extend our revolving line of credit from December 31, 2007 until March 31, 2008. A copy of the
Second Amendment to Amended and Restated Credit Agreement is filed as Exhibit 10.1 to this
Quarterly Report on Form 10-Q.
24
Item 6. Exhibits.
The following is a list of exhibits filed as part of this Form 10-Q:
|
|
|
Exhibit No. |
|
Description |
10.1*
|
|
Second Amendment to Amended and Restated Credit Agreement
dated as of December 31, 2007. |
|
|
|
31.1*
|
|
Certification of principal executive officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
31.2*
|
|
Certification of principal financial and accounting officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.1**
|
|
Certification of principal executive officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350. |
|
|
|
32.2**
|
|
Certification of principal financial and accounting officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18
U.S.C. 1350. |
|
|
|
* |
|
Filed herewith. |
|
** |
|
Furnished herewith. This certification shall not be deemed filed for any purpose, nor shall
it be deemed to be incorporated by reference into any filing under the Securities Act of 1933
or the Exchange Act of 1934. |
25
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
Virtusa Corporation
|
|
Date: February 12, 2008 |
By: |
/s/ Kris Canekeratne
|
|
|
|
Kris Canekeratne, |
|
|
|
Chairman and Chief Executive Officer
(Principal Executive Officer) |
|
|
|
|
|
|
|
|
|
|
Date: February 12, 2008 |
By: |
/s/ Thomas R. Holler
|
|
|
|
Thomas R. Holler, |
|
|
|
Executive Vice President, Finance
and
Chief Financial Officer
(Principal Financial and Accounting Officer) |
|
26
EXHIBIT INDEX
|
|
|
10.1*
|
|
Second Amendment to Amended and Restated Credit Agreement dated as
of December 31, 2007. |
|
|
|
31.1*
|
|
Certification of principal executive officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
31.2*
|
|
Certification of principal financial and accounting officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.1**
|
|
Certification of principal executive officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350. |
|
|
|
32.2**
|
|
Certification of principal financial and accounting officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18
U.S.C. 1350. |
|
|
|
* |
|
Filed herewith. |
|
** |
|
Furnished herewith. This certification shall not be deemed filed for any purpose, nor shall it
be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the
Exchange Act of 1934. |
27