þ | Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
o | Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
Delaware
(State or Other Jurisdiction of Incorporation or Organization) |
7371
(Primary Standard Industrial Classification Code Number) |
04-3512883
(I.R.S. Employer Identification Number) |
Class | Number of Shares | |
Common Stock, par value $.01 per share | 22,831,626 |
Page | ||||||||
PART I. FINANCIAL INFORMATION
|
||||||||
|
||||||||
Item 1. Consolidated Financial Statements (unaudited)
|
3 | |||||||
3 | ||||||||
4 | ||||||||
5 | ||||||||
6 | ||||||||
10 | ||||||||
17 | ||||||||
18 | ||||||||
|
||||||||
|
||||||||
18 | ||||||||
18 | ||||||||
37 | ||||||||
37 | ||||||||
38 | ||||||||
|
||||||||
39 | ||||||||
EXHIBIT INDEX
|
40 | |||||||
EX-10.1 Virtusa Corporation Variable Cash Compensation Plan | ||||||||
EX-10.2 LEASE DEED, dated as of August 22, 2007 | ||||||||
EX-31.1 Section 302 Certification of CEO | ||||||||
EX-31.2 Section 302 Certification of CFO | ||||||||
EX-32.1 Section 906 Certification of CEO | ||||||||
EX-32.2 Section 906 Certification of CFO |
2
March 31, | June 30, | |||||||
(In thousands, except share and per share amounts) | 2007 | 2007 | ||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 45,079 | $ | 39,457 | ||||
Accounts receivable, net of allowance of $420 and $565 at March 31,
2007 and June 30, 2007, respectively
|
28,588 | 34,383 | ||||||
Unbilled accounts receivable
|
2,422 | 2,839 | ||||||
Prepaid expenses
|
5,266 | 7,348 | ||||||
Deferred income taxes
|
3,094 | 2,749 | ||||||
Other current assets
|
1,567 | 2,069 | ||||||
|
||||||||
Total current assets
|
86,016 | 88,845 | ||||||
Property and equipment, net
|
7,541 | 8,074 | ||||||
Restricted cash
|
1,588 | 1,660 | ||||||
Deferred income taxes
|
1,946 | 1,960 | ||||||
Other long-term assets
|
2,228 | 3,504 | ||||||
|
||||||||
Total assets
|
$ | 99,319 | $ | 104,043 | ||||
|
||||||||
|
||||||||
Liabilities, Redeemable Convertible Preferred Stock and Stockholders Equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 4,414 | $ | 4,203 | ||||
Accrued employee compensation and benefits
|
6,949 | 7,164 | ||||||
Accrued expensesother
|
4,588 | 4,953 | ||||||
Deferred revenue
|
877 | 832 | ||||||
Income taxes payable
|
928 | 159 | ||||||
Accrued liabilities associated with stock appreciation rights
|
1,170 | 1,382 | ||||||
Other current liabilities
|
8 | 5 | ||||||
|
||||||||
Total current liabilities
|
18,934 | 18,698 | ||||||
Long-term liabilities
|
264 | 1,081 | ||||||
|
||||||||
Total liabilities
|
19,198 | 19,779 | ||||||
|
||||||||
Redeemable convertible preferred stock, at accreted redemption value:
|
||||||||
Series A redeemable convertible preferred stock, $0.01 par value.
Authorized, issued and outstanding 4,043,582 shares at liquidation
preference at March 31, 2007 and June 30, 2007
|
13,500 | 13,500 | ||||||
Series B redeemable convertible preferred stock, $0.01 par value.
Authorized, 8,749,900 shares; issued and outstanding 8,647,043 shares
at liquidation preference at March 31, 2007 and June 30, 2007
|
15,132 | 15,132 | ||||||
Series C redeemable convertible preferred stock, $0.01 par value.
Authorized, issued and outstanding 12,807,624 shares at liquidation
preference at March 31, 2007 and June 30, 2007
|
12,230 | 12,230 | ||||||
Series D redeemable convertible preferred stock, $0.01 par value.
Authorized, issued and outstanding 7,458,494 shares at liquidation
preference at March 31, 2007 and June 30, 2007
|
20,000 | 20,000 | ||||||
|
||||||||
Total redeemable convertible preferred stock
|
60,862 | 60,862 | ||||||
|
||||||||
|
||||||||
Commitments and guarantees
|
||||||||
Stockholders equity:
|
||||||||
Common stock, $0.01 par value; Authorized 80,000,000 shares; issued 7,420,646 and
7,424,682 shares at March 31, 2007 and June 30, 2007, respectively; outstanding
7,001,081 and 7,005,117 shares at March 31, 2007 and June 30, 2007, respectively
|
74 | 74 | ||||||
Treasury stock, 419,565 common shares, at cost
|
(442 | ) | (442 | ) | ||||
Additional paid-in capital
|
19,205 | 19,818 | ||||||
Accumulated earnings
|
752 | 3,345 | ||||||
Accumulated other comprehensive income (loss)
|
(330 | ) | 607 | |||||
|
||||||||
Total stockholders equity
|
19,259 | 23,402 | ||||||
|
||||||||
Total liabilities, redeemable convertible preferred stock and stockholders equity
|
$ | 99,319 | $ | 104,043 | ||||
|
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
(Unaudited)
Three Months Ended
June 30,
(In thousands, except per share amounts)
2006
2007
$
25,625
$
37,446
14,038
21,598
11,587
15,848
9,273
12,660
9,273
12,660
2,314
3,188
260
496
381
(307
)
40
681
189
2,995
3,377
107
689
$
2,888
$
2,688
$
0.17
$
0.15
$
0.16
$
0.13
$
2,888
$
2,688
(400
)
940
(3
)
$
2,488
$
3,625
Table of Contents
Three Months Ended June 30,
(In thousands)
2006
2007
$
2,888
$
2,688
721
912
568
864
(7
)
(6
)
(37
)
341
(4,469
)
(5,340
)
(675
)
(2,387
)
(7
)
7
(292
)
(513
)
(402
)
81
139
323
536
(57
)
(42
)
(255
)
(25
)
55
(1,104
)
(3,287
)
466
7
19
(75
)
(13
)
(62
)
(11
)
(1,034
)
(1,241
)
(698
)
(1,246
)
10
15
(28
)
(3
)
(1,286
)
(18
)
(1,274
)
28
185
(1,792
)
(5,622
)
30,237
45,079
$
28,445
$
39,457
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(In thousands, except share and per share amounts)
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Three months ended June 30,
2006
2007
$
2,888
$
2,688
1,903
1,666
$
985
$
1,022
5,915,583
7,002,272
502,382
1,732,425
11,425,786
11,425,786
17,843,751
20,160,483
$
0.17
$
0.15
$
0.16
$
0.13
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Estimated
useful life
March
31,
June 30,
(years)
2007
2007
3
$
16,446
$
17,880
7
2,005
2,051
4
299
270
3
2,835
2,865
Lesser of estimated useful life or lease term
438
438
1,039
1,345
23,062
24,849
15,521
16,775
$
7,541
$
8,074
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Three months ended
June 30,
2006
2007
$
29
$
56
9
12
3
$
38
$
71
Three months ended
June 30,
2006
2007
$
21,201
$
26,769
167
4,257
10,677
$
25,625
$
37,446
March 31,
June 30,
2007
2007
$
1,371
$
1,408
3,848
4,324
2,281
2,299
41
43
$
7,541
$
8,074
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the estimate is complex in nature or requires a high degree of judgment
the use of different estimates and assumptions could have a material impact on the consolidated financial statements
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Three months ended
June 30,
(dollars in thousands)
2006
2007
$ Change
% Change
$
25,625
$
37,446
$
11,821
46.1
%
14,038
21,598
7,560
53.9
11,587
15,848
4,261
36.8
9,273
12,660
3,387
36.5
2,314
3,188
874
37.8
681
189
(492
)
(72.2
)
2,995
3,377
382
12.8
107
689
582
543.9
$
2,888
$
2,688
$
(200
)
(6.9
)%
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Three months ended
June 30,
(in thousands)
2006
2007
$
(1,104
)
$
(3,287
)
(698
)
(1,246
)
(18
)
(1,274
)
28
185
(1,792
)
(5,622
)
30,237
45,079
$
28,445
$
39,457
Table of Contents
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offshore IT outsourcing firms
consulting and systems integration firms
Table of Contents
the number, timing, scope and contractual terms of IT projects in which we are engaged
delays in project commencement or staffing delays due to immigration issues or assignment of appropriately skilled or
experienced personnel
the accuracy of estimates of resources, time and fees required to complete fixed-price projects and costs incurred in the
performance of each project
changes in pricing in response to client demand and competitive pressures
the mix of onsite and offshore staffing
the mix of leadership and senior technical resources to junior engineering resources staffed on each project
our ability to have the client reimburse us for travel and living expenses, especially the airfare and related expenses of
our Indian and Sri Lankan offshore personnel traveling and working onsite in the United States or the United Kingdom
seasonal trends, primarily our hiring cycle and the budget and work cycles of our clients
the ratio of fixed-price contracts to time-and-materials contracts in process
employee wage levels and increases in compensation costs, including timing of promotions and annual pay increases,
particularly in India and Sri Lanka
unexpected changes in the utilization rate of our IT professionals
unanticipated contract or project terminations
the timing of collection of accounts receivable
the continuing financial stability of our clients
general economic conditions
Table of Contents
a clients decision not to pursue a new project or proceed to succeeding stages of a current project
the completion during a quarter of several major client projects could require us to pay underutilized employees in
subsequent periods
adverse business decisions of our clients regarding the use of our services
our inability to transition employees quickly from completed projects to new engagements
our inability to manage costs, including personnel, infrastructure, facility and support services costs
exchange rate fluctuations
client financial difficulties
a change in a clients strategic priorities, resulting in a reduced level of IT spending
a clients demand for price reductions
a change in a clients outsourcing strategy that shifts work to in-house IT departments or to our competitors
replacement by our client of existing software to packaged software supported by licensors
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significant currency fluctuations between the U.S. dollar and the U.K. pound sterling (in which our revenue is principally
denominated) and the Indian and Sri Lankan rupees (in which a significant portion of our costs are denominated)
legal uncertainty owing to the overlap of different legal regimes and problems in asserting contractual or other rights
across international borders, including compliance with local laws of which we may be unaware
potentially adverse tax consequences, such as scrutiny of transfer pricing arrangements by authorities in the countries in
which we operate, potential tariffs and other trade barriers
difficulties in staffing, managing and supporting operations in multiple countries
potential fluctuations in foreign economies
unexpected changes in regulatory requirements
government currency control and restrictions on repatriation of earnings
the burden and expense of complying with the laws and regulations of various jurisdictions
domestic and international economic or political changes, hostilities, terrorist attacks and other acts of violence or war
earthquakes, tsunamis and other natural disasters in regions where we currently operate or may operate in the future
recruit, hire, train, motivate and retain highly-skilled IT services and management personnel
adequately and timely staff personnel at client locations in the United States and Europe due to increasing immigration and
related visa restrictions and intense competition to hire and retain these skilled IT professionals
adhere to our global delivery process and execution standards
maintain and manage costs to correspond with timeliness of revenue recognition
develop and improve our internal administrative infrastructure, including our financial, operational and communication
systems, processes and controls
provide sufficient operational facilities and offshore global delivery centers to accommodate and satisfy the capacity
needs of our growing workforce on reasonable commercial terms, or at all, whether by leasing, buying or building suitable
real estate
preserve our corporate culture, values and entrepreneurial environment
maintain high levels of client satisfaction
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add additional global delivery centers
procure additional capacity and facilities
hire additional personnel
enhance our operating infrastructure
acquire businesses or technologies
otherwise respond to competitive pressures
difficulties in integrating operations, technologies, accounting and personnel
difficulties in supporting and transitioning clients of our acquired companies or strategic partners
diversion of financial and management resources from existing operations
risks of entering new markets
potential loss of key employees
inability to generate sufficient revenue to offset transaction costs
Table of Contents
our clients perception of our ability to add value through our services
the introduction of new services or products by us or our competitors
the pricing policies of our competitors
general economic conditions
our ability to transition employees quickly from completed or terminated projects to new engagements
our ability to maintain continuity of existing resources on existing projects
our ability to obtain visas for offshore personnel to commence projects at a client site for new or
existing engagements
the amount of time spent by our employees on non-billable training activities
our ability to forecast demand for our services and thereby maintain an appropriate number of employees
our ability to manage employee attrition
seasonal trends, primarily our hiring cycle, holidays and vacations
the number of campus hires
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a classified board of directors
limitations on the removal of directors
advance notice requirements for stockholder proposals and nominations
the inability of stockholders to act by written consent or to call special meetings
the ability of our board of directors to make, alter or repeal our by-laws
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actual or anticipated variations in our quarterly operating results or the quarterly financial results of companies
perceived to be similar to us
announcements of technological innovations or new services by us or our competitors
changes in estimates of our financial results or recommendations by market analysts
announcements by us or our competitors of significant projects, contracts, acquisitions, strategic alliances or joint
ventures
changes in our capital structure, such as future issuances of securities or the incurrence of additional debt
regulatory developments in the United States, the United Kingdom, Sri Lanka, India or other countries in which we operate
or have clients
litigation involving our company, our general industry or both
additions or departures of key personnel
investors general perception of us
changes in general economic, industry and market conditions
changes in the market valuations of other IT service providers
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Exhibit No.
Description
Amended and Restated By-laws of the
Registrant (incorporated by reference to Exhibit 3.2 to the
Companys Registration Statement on Form S-1 (File
No. 333-141952), as amended).
Form of Seventh Amended and
Restated Certificate of Incorporation of the Registrant (incorporated
by reference to Exhibit 3.3 to the Companys Registration
Statement on Form S-1 (File No. 333-141952), as amended).
Specimen Certificate evidencing
shares of common stock (incorporated by reference to Exhibit 4.1
to the Companys Registration Statement on Form S-1 (File
No. 333-141952), as amended).
Virtusa Corporation Variable Cash Compensation Plan.
LEASE DEED by and between Andhra Pradesh
Industrial Infrastructure Corporation Limited and
Virtusa (India) Private Limited dated as of August
22, 2007.
Form of Indemnification Agreement
between the Registrant and each of its directors (incorporated by
reference to Exhibit 10.7 to the Companys Registration
Statement on Form S-1 (File No. 333-141952), as amended).
Executive Agreement between the
Registrant and Kris Canekeratne, dated as of April 5, 2007
(incorporated by reference to Exhibit 10.10 to the
Companys Registration Statement on Form S-1 (File
No. 333-141952), as amended).
Executive Agreement between the
Registrant and Danford F. Smith, dated as of April 5, 2007
(incorporated by reference to Exhibit 10.11 to the
Companys Registration Statement on Form S-1 (File
No. 333-141952), as amended).
Executive Agreement between the
Registrant and Thomas R. Holler, dated as of April 5, 2007
(incorporated by reference to Exhibit 10.12 to the
Companys Registration Statement on Form S-1 (File
No. 333-141952), as amended).
Executive Agreement between the
Registrant and Roger Keith Modder, dated as of April 5, 2007
(incorporated by reference to Exhibit 10.13 to the
Companys Registration Statement on Form S-1 (File
No. 333-141952), as amended).
Executive Agreement between the
Registrant and T.N. Hari, dated as of April 5, 2007
(incorporated by reference to Exhibit 10.14 to the
Companys Registration Statement on Form S-1 (File
No. 333-141952), as amended).
2007 Stock Option and Incentive
Plan and forms of agreement thereunder (incorporated by reference to
Exhibit 10.16 to the Companys Registration Statement on
Form S-1 (File No. 333-141952), as amended).
Agreement for Civil and Structural
Works, including the General Conditions of the Contract by and
between Virtusa (India) Private Limited, and Shapoorji Pallionji
& Company Limited, dated as of July 2, 2007 (incorporated by
reference to Exhibit 10.18 to the Companys Registration
Statement on Form S-1 (File No. 333-141952), as amended).
Non-Employee Director Compensation
Policy (incorporated by reference to Exhibit 10.20 to the
Companys Registration Statement on Form S-1 (File
No. 333-141952), as amended).
Certification of principal executive officer
pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
Certification of principal financial and
accounting officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Certification of principal executive officer
pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, 18 U.S.C. 1350.
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.
Table of Contents
Virtusa Corporation
Date: September 7, 2007
By:
/s/ Kris Canekeratne
Kris Canekeratne,
Chairman and Chief Executive Officer
(Principal Executive Officer)
Date: September 7, 2007
By:
/s/ Thomas R. Holler
Thomas R. Holler,
Chief Financial Officer
(Principal Financial and Accounting Officer)
Table of Contents
Amended and Restated By-laws of the
Registrant (incorporated by reference to Exhibit 3.2 to the
Companys Registration Statement on Form S-1 (File
No. 333-141952), as amended).
Form of Seventh Amended and
Restated Certificate of Incorporation of the Registrant (incorporated
by reference to Exhibit 3.3 to the Companys Registration
Statement on Form S-1 (File No. 333-141952), as amended).
Specimen Certificate evidencing
shares of common stock (incorporated by reference to Exhibit 4.1
to the Companys Registration Statement on Form S-1 (File
No. 333-141952), as amended).
Virtusa Corporation Variable Cash Compensation Plan.
LEASE DEED by and between Andhra Pradesh Industrial Infrastructure Corporation Limited
and Virtusa (India) Private Limited dated as of August 22, 2007.
Form of Indemnification Agreement
between the Registrant and each of its directors (incorporated by
reference to Exhibit 10.7 to the Companys Registration
Statement on Form S-1 (File No. 333-141952), as amended).
Executive Agreement between the
Registrant and Kris Canekeratne, dated as of April 5, 2007
(incorporated by reference to Exhibit 10.10 to the
Companys Registration Statement on Form S-1 (File
No. 333-141952), as amended).
Executive Agreement between the
Registrant and Danford F. Smith, dated as of April 5, 2007
(incorporated by reference to Exhibit 10.11 to the
Companys Registration Statement on Form S-1 (File
No. 333-141952), as amended).
Executive Agreement between the
Registrant and Thomas R. Holler, dated as of April 5, 2007
(incorporated by reference to Exhibit 10.12 to the
Companys Registration Statement on Form S-1 (File
No. 333-141952), as amended).
Executive Agreement between the
Registrant and Roger Keith Modder, dated as of April 5, 2007
(incorporated by reference to Exhibit 10.13 to the
Companys Registration Statement on Form S-1 (File
No. 333-141952), as amended).
Executive Agreement between the
Registrant and T.N. Hari, dated as of April 5, 2007
(incorporated by reference to Exhibit 10.14 to the
Companys Registration Statement on Form S-1 (File
No. 333-141952), as amended).
2007 Stock Option and Incentive
Plan and forms of agreement thereunder (incorporated by reference to
Exhibit 10.16 to the Companys Registration Statement on
Form S-1 (File No. 333-141952), as amended).
Agreement for Civil and Structural
Works, including the General Conditions of the Contract by and
between Virtusa (India) Private Limited, and Shapoorji Pallionji
& Company Limited, dated as of July 2, 2007 (incorporated by
reference to Exhibit 10.18 to the Companys Registration
Statement on Form S-1 (File No. 333-141952), as amended).
Non-Employee Director Compensation
Policy (incorporated by reference to Exhibit 10.20 to the
Companys Registration Statement on Form S-1 (File
No. 333-141952), as amended).
Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
Certification of principal financial and accounting officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Certification of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, 18 U.S.C. 1350.
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.
1. | Purpose |
2. | Covered Executives |
3. | Administration |
4. | Bonus Determinations |
(i) | Revenue targets shall contribute 40% of the applicable targeted Bonus Payment (as adjusted per the percentages on Exhibit A to extent the Company achieves, exceeds or misses the applicable target); payment of all or any portion of any applicable revenue target bonus shall be based and determined solely and independently on the Companys achievement of such revenue performance metric as set forth in Exhibit A ; | ||
(ii) | Operating profit margin targets shall contribute 60% of the applicable targeted Bonus Payment (as adjusted per the percentages on Exhibit A to extent the Company achieves, exceeds or misses the applicable target); payment of all or any portion of any applicable operating profit margin bonus shall be based and determined solely and independently on the Companys achievement of such operating profit margin revenue performance metric as set forth in Exhibit A ; |
5. | Timing of Payment |
2
CEO Base
|
$ | 300 | ||||||
Targeted CEO Bonus at 100% =
|
$ | 175 | ||||||
|
||||||||
Revenue targets contribute
|
40 | % of bonus | ||||||
OPM targets contribute
|
60 | % of bonus |
REV ($) | Growth (%) | OPM % | OPM $ | |||
Redacted
|
Redacted | Redacted | Redacted | |||
Redacted
|
Redacted | Redacted | Redacted | |||
Redacted
|
Redacted | Redacted | Redacted | |||
Redacted
|
Redacted | Redacted | Redacted | |||
Redacted
|
Redacted | Redacted | Redacted |
Bonus REV | Total Comp | |||||||||||||||||||||
REV ($) | OPM $ | Eligible Bonus | ($) | Bonus OPM ($) | Total ($) | '($) | ||||||||||||||||
Redacted
|
Redacted | 75 | % | 52.5 | 78.75 | 131.25 | 431.25 | |||||||||||||||
Redacted
|
Redacted | 87.50 | % | 61.25 | 91.875 | 153.125 | 453.125 | |||||||||||||||
Redacted
|
Redacted | 100 | % | 70 | 105 | 175 | 475 | |||||||||||||||
Redacted
|
Redacted | 125 | % | 87.5 | 131.25 | 218.75 | 518.75 | |||||||||||||||
Redacted
|
Redacted | 150 | % | 105 | 157.5 | 262.5 | 562.5 |
3
EXHIBIT A to FY08 Bonus Plan
|
||||||||
COO Base
|
$ | 250 | ||||||
Targeted COO Bonus at 100% =
|
$ | 200 | ||||||
|
||||||||
Revenue targets contribute
|
40 | % of bonus | ||||||
OPM targets contribute
|
60 | % of bonus |
REV ($) | Growth (%) | OPM % | OPM $ | |||
Redacted
|
Redacted | Redacted | Redacted | |||
Redacted
|
Redacted | Redacted | Redacted | |||
Redacted
|
Redacted | Redacted | Redacted | |||
Redacted
|
Redacted | Redacted | Redacted | |||
Redacted
|
Redacted | Redacted | Redacted |
Bonus REV | Bonus OPM | Total Comp | ||||||||||||||||||||
REV ($) | OPM $ | Eligible Bonus | ($) | ($) | Total ($) | ($) | ||||||||||||||||
Redacted
|
Redacted | 75 | % | 60 | 90 | 150 | 400 | |||||||||||||||
Redacted
|
Redacted | 87.50 | % | 70 | 105 | 175 | 425 | |||||||||||||||
Redacted
|
Redacted | 100 | % | 80 | 120 | 200 | 450 | |||||||||||||||
Redacted
|
Redacted | 110 | % | 88 | 132 | 220 | 470 | |||||||||||||||
Redacted
|
Redacted | 130 | % | 104 | 156 | 260 | 510 | |||||||||||||||
Revenue and
OPM in Millions of dollars
|
EXHIBIT A to FY08 Bonus Plan | ||||||||
CFO Base
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$ | 200 | ||||||
Targeted CFO Bonus at 100% =
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$ | 80 | ||||||
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Revenue targets contribute
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40%of bonus | |||||||
OPM targets contribute
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60%of bonus |
REV ($) | Growth (%) | OPM % | OPM $ | |||
Redacted
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Redacted | Redacted | Redacted | |||
Redacted
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Redacted | Redacted | Redacted | |||
Redacted
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Redacted | Redacted | Redacted | |||
Redacted
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Redacted | Redacted | Redacted | |||
Redacted
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Redacted | Redacted | Redacted |
Bonus REV | Bonus OPM | Total Comp | ||||||||||||||||||||
REV ($) | OPM $ | Eligible Bonus | ($) | ($) | Total ($) | ($) | ||||||||||||||||
Redacted
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Redacted | 75 | % | 24 | 36 | 60 | 260 | |||||||||||||||
Redacted
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Redacted | 87.50 | % | 28 | 42 | 70 | 270 | |||||||||||||||
Redacted
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Redacted | 100 | % | 32 | 48 | 80 | 280 | |||||||||||||||
Redacted
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Redacted | 110 | % | 35.2 | 52.8 | 88 | 288 | |||||||||||||||
Redacted
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Redacted | 130 | % | 41.6 | 62.4 | 104 | 304 |
4
EXHIBIT A to FY08 Bonus Plan
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MD Asia Base
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$ | 150 | ||||||
Targeted MD Asia Bonus at 100% =
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$ | 60 | ||||||
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||||||||
Revenue targets contribute
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40 | % of bonus | ||||||
OPM targets contribute
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60 | % of bonus |
REV ($) | Growth (%) | OPM % | OPM $ | |||
Redacted
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Redacted | Redacted | Redacted | |||
Redacted
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Redacted | Redacted | Redacted | |||
Redacted
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Redacted | Redacted | Redacted | |||
Redacted
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Redacted | Redacted | Redacted | |||
Redacted
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Redacted | Redacted | Redacted |
Bonus REV | Bonus OPM | Total | Total Comp | |||||||||||||||||||
REV ($) | OPM $ | Eligible Bonus | ($) | ($) | ($) | ($) | ||||||||||||||||
Redacted
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Redacted | 75 | % | 18 | 27 | 45 | 195 | |||||||||||||||
Redacted
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Redacted | 87.50 | % | 21 | 31.5 | 52.5 | 202.5 | |||||||||||||||
Redacted
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Redacted | 100 | % | 24 | 36 | 60 | 210 | |||||||||||||||
Redacted
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Redacted | 110 | % | 26.4 | 39.6 | 66 | 216 | |||||||||||||||
Redacted
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Redacted | 125 | % | 30 | 45 | 75 | 225 |
EXHIBIT A to FY08 Bonus Plan
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|||||
Head HR Base
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$ | 125 | |||
Targeted Head HR Bonus at 100% =
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$ | 50 | |||
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|||||
Revenue targets contribute
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40 | % of bonus | |||
OPM targets contribute
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60 | % of bonus |
REV ($) | Growth (%) | OPM % | OPM $ | |||
Redacted
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Redacted | Redacted | Redacted | |||
Redacted
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Redacted | Redacted | Redacted | |||
Redacted
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Redacted | Redacted | Redacted | |||
Redacted
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Redacted | Redacted | Redacted | |||
Redacted
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Redacted | Redacted | Redacted |
Bonus REV | Bonus OPM | Total | Total | |||||||||||||||||||
REV ($) | OPM $ | Eligible Bonus | ($) | ($) | ($) | Comp($) | ||||||||||||||||
Redacted
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Redacted | 75 | % | 15 | 22.5 | 37.5 | 162.5 | |||||||||||||||
Redacted
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Redacted | 87.50 | % | 17.5 | 26.25 | 43.75 | 168.75 | |||||||||||||||
Redacted
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Redacted | 100 | % | 20 | 30 | 50 | 175 | |||||||||||||||
Redacted
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Redacted | 108 | % | 21.6 | 32.4 | 54 | 179 | |||||||||||||||
Redacted
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Redacted | 120 | % | 24 | 36 | 60 | 185 |
5
(1) | Lessor is the absolute owner and possessor of the vacant land measuring 50.73 acres at survey No. 115/part, Nanakramguda Village, Serilingampally Mandal, Rangareddy District, Andhra Pradesh. Pursuant to the grant of requisite approval by the Board of Approval, Ministry of commerce, Government of India (hereinafter referred to as BOA ), the Lessor/Developer is developing an IT/ITES Special Economic Zone (hereinafter referred to as SEZ) at the said land as per the Approval Letter No.F-2/108/2006-EPZ dated 16.06.2006 attached herewith as Appendix A. . The SEZ is fully described and delineated in the site plan attached as Appendix B to this Deed; |
(2) | On the request of the Lessee, the Lessor is agreeable to lease out 6.32 acres of Land forming part of 50.73 acres at survey No. 115/part, Nanakramguda Village, Serilingampally Mandal, Rangareddy District, Andhra Pradesh morefully described in the Schedule hereunder and hereinafter referred to as Sector A shown in colour green in the site plan Appendix B to this Lease Deed on lease for 99 years to the Lessee for development of complete IT infrastructure within the periphery of Sector A as a co-developer for Sector A portion of the SEZ. |
(3) | The Lessee has agreed to take on lease Sector A portion of SEZ subject to the terms and conditions hereafter appearing and to become a co-developer for the purpose of providing infrastructure facilities and undertake authorized operations in Sector A of SEZ. |
(4) | The Lessee has now been recognized as a Co-developer in the SEZ for Sector A by the BOA under the provisions of the Special Economic Zones Act, 2005 (hereinafter referred to SEZ Act) and the Rules and Regulations framed there under vide letter bearing No. F 2/108/2006-EPZ dated 07.05.2007. |
(5) | Further the Lessor had now got the SEZ notified under subsection (1) of section 4 of the Special Economic Zones Act, 2005 (28 of 2005) read with rule 8 of the Special Economic Zones Rules, 2006. |
(6) | The Lessee had entered into a MOU dated 9 th December, 2004 (MOU) with Government of Andhra Pradesh and an Agreement to Sale dated 28 th June, 2006 (Agreement to Sale) with the Lessor containing the terms and conditions relating to the allotment and usage of Sector A. |
(7) | The Parties had executed a Lease Deed dated 26.03.2007 which is marked as Annexure I recording the terms and conditions of lease of Sector A to the Lessee. Clause 1.3 of the said lease deed stipulated that the lease is subject to the Lessee obtaining the Co-Developer status. Pursuant to recognition of the Lessee as Co-Developer and the notification of the SEZ, the Parties have now come forward to re-execute the lease deed in supercession of the earlier lease deed dated 26.03.2007, to appropriately record the terms and conditions of the lease of Sector A to the Lessee. |
1. | GRANT OF LEASE & CONSIDERATION |
1.1 | In consideration of the payment of Lease Premium amounting to Rs. 2,29,19,190 (Rupees Two Crores Twenty Nine Lakhs Nineteen Thousand One Hundred and Ninety only) details of which are provided in Clause 1.2 below and yearly rentals by the Lessee to the Lessor and the observance of terms and conditions hereinafter contained by the Lessee, the Lessor hereby demises to the Lessee and the Lessee hereby takes on lease, Sector A as detailed in Appendix B, for a period of 99 years commencing from 26/3/2007 and ending on 25/3/2106 ( Term ), subject to the conditions stipulated hereunder. | ||
1.2 | In terms of Clause 3(a) and 3 (b) of the MOU and Clause I of the Agreement to Sale, Lessee is entitled to an employee related rebate cum reduction of an amount equivalent to Rs.2,29,19,190 (Rupees Two Crores Twenty Nine Lakhs Nineteen Thousand One Hundred and Ninety only). It is further clarified that IT & C Department has confirmed that Lessee has employed 1247 eligible employees vide Lr.No.1863/IT &C/2004 dt.18.03.2005 and that the Lessee has to further employ a minimum of 857 |
2
employees to claim full rebate on Lease Premium. To that extent the Lessee has furnished a Bank Guarantee No. 021GTO2061170001 dt.27.4.2006 for Rs.93,35,500 (amount balance associated with remaining 857 eligible employee obligation) of HDFC Bank Limited, Hyderabad which is valid up to 27.4.2009. Lessee shall pay the annual lease rent of Rs.100/-(Rupees one hundred only) per year for 99 years on first of January of each year at the office of the Lessor. | |||
1.3 | Lessee has obtained the requisite approval from the Board of approval for becoming a co-developer of the Sector A portion of SEZ vide Letter No.F.2/108/2006-EPZ; dated 7 th May, 2007, GoI, Ministry of Commerce and Industry, Department of Commerce, (SEZ Section) attached herewith as Annexure-II | ||
1.4 | The period of Lease shall be Ninety Nine (99) years and may be renewed as mutually agreed upon by the Parties on the same terms and conditions. | ||
1.5 | The Lessor hereby represents and warrants to the Lessee that (a) it is the sole, legal and absolute owner of Sector A with uninhibited rights of alienation over the same and no others whomsoever have any manner of subsisting rights, title or interest or have or will have any claims, in respect | ||
of Sector A, and (b) Sector A can be used in all respects for the purposes contemplated hereunder. | |||
1.6 | The Lessee may exercise the option to purchase Sector A at any time during the tenure of this Lease Deed, if the same is permitted under SEZ Act, 2005. The Lessor undertakes that in the event the Lessee exercises its option to purchase Sector A, it shall allot the same on outright sale basis in favour of the Lessee as per the terms and conditions contained in the MOU and the Agreement to Sale.. |
2. | COVENANTS BY THE LESSOR |
The Lessor hereby covenants that: | |||
2.1 | Lessor will get the SEZ notified under subsection (1) of section 4 of the Special Economic Zones Act, 2005 (28 of 2005) read with rule 8 of the Special Economic Zones Rules, 2006. | ||
2.2 | The Lessor shall provide support infrastructure at its own cost such as access road upto the periphery of Sector A, Power, water sewage upto the Sector A boundary as per ICT Policy 2005-2010. The Lessee shall bear the cost of provision of power, water, sewerage and roads within Sector A periphery and shall have to bear the cost of consumption of water, power & sewerage. The Lessee shall pay the charges for various servicing and common facilities and also for up-keep and maintenance of Roads, water supply, drainage, sewage disposal, street lights to the administration or some other agency as the case may be, failure in respect of which would entail the services being disconnected. |
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2.3 | The Lessor shall facilitate development of infrastructure for entire SEZ in an integrated manner in consultation with the Lessee and other co-developers and shall provide a mutually agreed integrated infrastructure scheme in SEZ so that the Lessee could provide all infrastructure services, within Sector A in consonance with the integrated infrastructure scheme in SEZ. | ||
2.4 | The Lessor shall ensure that the Lessee shall peacefully and quietly use and enjoy, in accordance with the terms of this Lease Deed, the Sector A, without interruption or disturbance by the Lessor or any person lawfully or otherwise claiming by or through or under the Lessor during the currency of this Deed. | ||
2.5 | The Lessor shall sign, without demur, such applications, no-objection certificates or any documents prescribed by any statute / government authority as may be required by the Lessee to obtain necessary statutory approvals, permissions etc. to carry out its use of Sector A in accordance with the terms of this Deed. | ||
2.6 | The Lessee is entitled to seek various approvals and clearances in relation to the development and construction of infrastructure within Sector A and to create mortgage, land in Sector A (with prior written consent of Lessor, which shall not be unreasonably withheld) in favor of the financial institutions/banks for extending loans and other facilities to the Lessee in relation to the co-development of Sector A. The Lessee shall be entitled to create a mortgage or other charge whatsoever, over (a) its rights under this Lease Deed, and/or (b) its rights over the infrastructure and/or the buildings in Sector A, without any restriction whatsoever with prior written consent of Lessor ( which shall not be unreasonable withheld). | ||
2.7 | The Lessor agrees to consider any successor, transferee or assignee of the Lessee including by reason of any scheme of reconstruction, merger, demerger and any other change may be substituted in place of the Lessee subject to the terms of this Lease Deed and the provisions of the Special Economic Zones Act, 2005 (hereinafter referred to SEZ Act) and the Rules and Regulations framed there under. | ||
2.8 | The Lessor shall not alienate, encumber or transfer any rights or interest whatsoever in Sector A, in favor of any person during the period of lease subject to clause 2.6 mentioned hereinabove. |
3. | DEVELOPMENT OF SECTOR A |
3.1 | Lessee shall have the sole responsibility (including through its agents, contractors and subcontractors) for development of complete infrastructure for operation of IT/ITES companies and carrying out the authorized operations in Sector A. |
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3.2 | Each Party hereby for itself and all persons deriving or claiming any right, title or interest under it (collectively the Indemnitor) covenant, agree and undertake with the other Party its successors and all persons claiming under it (collectively the Indemnitee) that the Indemnitor shall and will from time to time and at all times throughout hereafter save harmless, indemnify and keep indemnified the Indemnitee and their respective estates and effects against all actions, suits, proceedings, claims, demands, costs, charges, expenses, damages, penalties or payments that may be taken or made by any authority or by anyone whomsoever for any breach by the Indemnitor or by any one whomsoever under the instructions of an Indemnitor or on their behalf or for them of any provisions of this Deed.. |
4. | COVENANTS OF THE LESSEE | |
The Lessee shall invest a minimum amount as agreed upon in Clause II (3) of the Agreement to Sale in Sector A (which will include fixed assets including movable and immovable assets and construction buildings, plant and equipment, hardware and software deployed in creation facilities/campus including investment made in existing facility) or Lessee agreeing to employ 857 employees within a period of 3 years from the date of taking possession or alternatively within one month after completion of 3years Lessee refunds the rebate to the extent of shortfall in the employment of eligible employees. |
4.1 | The Lessee shall commence construction/site infrastructure work of the project within 6months from the date of taking possession of Sector A or upon receiving all statutory approvals to commence construction of the project, which ever is later. It is hereby agreed that as on the date of this Deed, Lessee is in full compliance with this Section. | ||
4.2 | The Lessee shall utilize Sector A for the purpose for which it is leased i.e., for IT or ITES purposes and not for any other purpose. | ||
4.3 | The Lessee undertakes to inform Lessor about the details of Finance(s) raised (if any) on the security of Sector A, from time to time till the Loan(s) is/are re-paid to the financial agencies. | ||
4.4 | The Lessee shall have (a) the right to sub-lease / license out Sector Aand any development / infrastructure constructed thereon either in whole or in part(s) to one or more units and shall keep the Lessor informed in advance. | ||
4.5 | The Lessee shall pay all Taxes, charges, rates, and outgoings of whatsoever in respect of the Sector A premises to the competent authorities. | ||
4.6 | The Lessee shall insure all the buildings together with all fittings & fixtures, machines etc. with any Insurance Company for loss due to fire, earthquake, storm, flood etc. through out the period of lease. |
5
5. | STAMP DUTY & REGISTRATION |
All expenses with respect to execution and registration of this Lease Deed shall be paid by the Lessee including stamp duty (if any), registration charges or any other statutory fee or charges required to be paid under applicable law to complete the transaction envisaged under this Lease Deed. Subject to the terms hereof, all formalities relating to registration of this Lease Deed shall be commenced forthwith upon execution of this Deed, and shall in any event be completed within a period of 120 days from the date of execution of this Lease Deed. |
6. | MISCELLANEOUS PROVISIONS |
6.1 | Time is of the essence with respect to all of the terms and conditions of this Lease Deed | ||
6.2 | The parties have agreed that the Deed shall not alter, amend or terminate any of the provisions of the Agreement to Sale or the MOU. In the event of the termination of the Deed for any reason whatsoever including breach of the Deed, the parties shall revert to the Agreement to Sale/MOU and the terms of the Agreement to Sale/MOU shall be binding on the Parties. Further, in case of a conflict between the terms of the Deed and the Agreement to Sale, the terms of the Agreement to Sale shall prevail. | ||
6.3 | Failure by either Party to enforce any provision of this Lease Deed shall not constitute a waiver or affect a respective Partys right to require the future performances thereof, nor shall either Partys waiver of any breach of any provision of this Lease Deed constitute a waiver of any subsequent breach or nullify the effectiveness of any provision. |
Any delay in completion of the project on any reason, during the period of lease, shall be treated as significant event of default of the Lessee under this lease deed, leading to the termination of this lease deed. In case of such a delay, the Lessor shall notify the Lessee of such default in writing and shall call upon the Lessee to rectify the same within a period of 180 (one hundred eighty) days from the date of Lessors written notice to Lessee. In the event such default is not rectified within such stipulated time, the Lessor is entitled terminate this lease deed forthwith. |
6.4 | In the event that any provision of this Lease Deed shall be held invalid as contrary to any law, statute or regulation in that regard, the validity of any other provision of this Lease Deed shall not be affected and each and every provision shall be severable from each and every other. | ||
6.5 | The Lessor and Lessee shall not be liable as per MOU, the Allotment Letter, and this Deed for any delay or default in compliance of any of the terms thereof, which is solely attributable to causes beyond their control. If delay is caused in such an event, the period for compliance shall be extended by the period of such delay. If, due to such causes, either party, using reasonable, good faith efforts, is not able to implement the provisions of the MOU, the Allotment of the Schedule Land and this Deed, then neither party shall be liable to the other and in such an event Lessor shall refund to Lessee all amounts paid to the Lessor in connection with the Schedule Land and the parties shall resume status quo ante as per APIIC allotment regulations. |
6
6.6 | The Lessor and Lessee are independent contractors, independent of one another and neither has the authority to bind the other to any third party or otherwise to act as the representative of the other unless otherwise expressly agreed to in writing by both parties hereto. | ||
6.7 | Notice under this Lease Deed will be in writing and will, for all purposes, be deemed to have been fully given and received when actually received and they will be sent by registered or certified mail, return receipt request, postage prepaid, (unless otherwise provided) properly addressed, to the respective parties hereto at the following addresses, or at such other address for either party as may be specified by the such party to such purpose, or by telefax and confirmed by hardcopy mailed to the recipient: |
The Lessor
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APIIC Ltd | |
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[4 th Floor, Parisrama Bhavan, Basheer | |
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Bagh, Hyderabad 500 004 | |
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Attention: D.Pardhasaradhi Rao, | |
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Project Manager (IPU), | |
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Facsimile Number: 040 23240205 | |
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Lessee
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Virtusa India Private Limited | |
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3 rd Floor, My Home Tycoon, | |
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Begumpet, Hyderabad-500016 | |
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Attention: Mr.Hari Raju | |
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Facsimile Number:040-2341 2310 |
6.8 | If any dispute or difference shall at any time arise between the Parties to this Lease Deed or under any clause or their respective rights, claims or liabilities hereunder or otherwise in any manner whatsoever, in relation to or arising out of or concerning this Lease Deed, the Parties shall promptly and in good faith negotiate with a view to arrive at an amicable resolution and settlement. In the event no amicable resolution or settlement is reached within a period of 30 days from the date of commencement of discussions, subject to the provisions of SEZ Act and without in any manner affecting the rights of the authorities under the said Act, such disputes and/or differences shall be referred to arbitration whereby each Party hereto shall appoint one arbitrator and the two arbitrators so appointed shall appoint a third arbitrator to act as the presiding arbitrator. If the two arbitrators fail to appoint a third arbitrator, then the third arbitrator shall be appointed as per the Arbitration and Conciliation Act, 1996 and any amendments or modifications thereto. The arbitration proceedings shall be held in Hyderabad in accordance with the provisions of the Arbitration and Conciliation Act, 1996 and the findings of the arbitrator(s) shall be final and binding on the Parties. The proceedings shall conducted in the English language. During the period of any dispute under this Agreement, through the date of final adjudication or settlement, as the case may be, neither party shall have the right to terminate this Agreement. | ||
6.9 | The Parties shall bear the cost of appointing their respective arbitrators and the costs incurred towards the appointment of the third arbitrator shall be borne by both the Parties equally. | ||
6.10 | This Lease Deed shall be governed by Indian Law and subject to Clause 6.8 & 6.9 above, the courts of law in Hyderabad will have exclusive jurisdiction in any matter arising from or relating to this Deed to the exclusion of all other Courts that may have had jurisdiction in the matter. | ||
6.11 | Counterparts: This Lease Deed has been executed in duplicate, each of which shall be deemed an original but all of which together shall constitute but one and same instrument. |
7
District : Ranga Reddy
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Mandal : Serilingampally | |
Village : Nanakramguda
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Municipality: Serilingampally |
8
9
1. | I have reviewed this quarterly report on Form 10-Q of Virtusa Corporation; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | [Paragraph omitted in accordance with SEC transition instructions contained in SEC Release 34-47986 dated June 5, 2003]; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation, of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: September 7, 2007 | /s/ Kris Canekeratne | |||
Kris Canekeratne | ||||
Chairman and Chief Executive Officer
(Principal Executive Officer) |
1. | I have reviewed this quarterly report on Form 10-Q of Virtusa Corporation; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | [Paragraph omitted in accordance with SEC transition instructions contained in SEC Release 34-47986 dated June 5, 2003]; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation, of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: September 7, 2007 | /s/ Thomas R. Holler | |||
Thomas R. Holler | ||||
Chief Financial Officer
(Principal Financial and Accounting Officer) |
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: September 7, 2007 | /s/ Kris Canekeratne | |||
Kris Canekeratne | ||||
Chairman and Chief Executive Officer
(Principal Executive Officer) |
||||
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: September 7, 2007 | /s/ Thomas R. Holler | |||
Thomas R. Holler | ||||
Chief Financial Officer
(Principal Financial and Accounting Officer) |