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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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DELAWARE
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82-0572194
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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280 PARK AVENUE, 38
TH
FLOOR,
NEW YORK, NEW YORK
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10017
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(Address of principal executive offices)
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(Zip code)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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PAGE
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ITEM
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1.
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2.
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3.
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4.
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1.
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1A.
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2
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3.
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4.
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5.
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6.
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September 30, 2016
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December 31, 2015
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||||
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(Unaudited)
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Assets
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||||
Current assets:
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||||
Cash and cash equivalents
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$
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98,374
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$
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205,323
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Short-term investments
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115,637
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13,676
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Restricted cash
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2,256
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1,872
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Accounts receivable, net
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109,086
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92,650
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Prepaid expenses
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6,802
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8,027
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Advance income tax, net
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7,110
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2,432
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Other current assets
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18,716
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15,219
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Total current assets
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357,981
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339,199
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Fixed assets, net
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49,006
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47,991
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Restricted cash
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3,380
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3,319
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Deferred tax assets, net
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7,073
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13,749
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Intangible assets, net
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50,326
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52,733
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Goodwill
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177,093
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171,535
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Other assets
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24,163
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22,257
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Total assets
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$
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669,022
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$
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650,783
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Liabilities and Equity
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Current liabilities:
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||||
Accounts payable
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$
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3,395
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$
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6,401
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Short-term borrowings
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5,000
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10,000
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Deferred revenue
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9,730
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11,518
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Accrued employee cost
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40,660
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44,526
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Accrued expenses and other current liabilities
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38,362
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34,250
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Current portion of capital lease obligations
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237
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384
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Total current liabilities
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97,384
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107,079
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Long term borrowings
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40,000
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60,000
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Capital lease obligations, less current portion
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214
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278
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Non-current liabilities
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13,205
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17,655
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Total liabilities
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150,803
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185,012
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Commitments and contingencies (See Note 16)
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Preferred stock, $0.001 par value; 15,000,000 shares authorized, none issued
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—
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—
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Stockholders’ equity:
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Common stock, $0.001 par value; 100,000,000 shares authorized, 35,532,329 shares issued and 33,523,371 shares outstanding as of September 30, 2016 and 34,781,201 shares issued and 33,091,223 shares outstanding as of December 31, 2015
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36
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35
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Additional paid-in-capital
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275,020
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254,052
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Retained earnings
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367,234
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320,989
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Accumulated other comprehensive loss
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(66,924
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)
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(67,325
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)
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Total including shares held in treasury
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575,366
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507,751
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Less: 2,008,958 shares as of September 30, 2016 and 1,689,978 shares as of December 31, 2015, held in treasury, at cost
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(57,328
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)
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(42,159
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)
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ExlService Holdings, Inc. stockholders’ equity
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$
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518,038
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$
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465,592
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Non-controlling interest
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181
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179
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Total equity
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$
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518,219
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$
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465,771
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Total liabilities and equity
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$
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669,022
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$
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650,783
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Three months ended September 30,
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Nine months ended September 30,
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2016
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2015
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2016
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2015
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Revenues, net
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$
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171,200
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$
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163,503
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$
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508,714
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$
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462,634
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Cost of revenues (exclusive of depreciation and amortization)
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111,767
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103,198
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332,172
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296,801
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Gross profit
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59,433
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60,305
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176,542
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165,833
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Operating expenses:
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General and administrative expenses
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21,854
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18,817
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63,620
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57,428
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Selling and marketing expenses
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11,623
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12,682
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37,875
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35,769
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Depreciation and amortization
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8,597
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8,057
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25,000
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23,171
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Total operating expenses
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42,074
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39,556
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126,495
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116,368
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Income from operations
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17,359
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20,749
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50,047
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49,465
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Foreign exchange gain
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1,741
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191
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3,573
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2,347
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Other income, net
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2,596
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1,787
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11,174
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4,300
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Income before income taxes
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21,696
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22,727
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64,794
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56,112
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Income tax expense
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5,646
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7,565
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18,549
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19,309
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Net income
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$
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16,050
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$
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15,162
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$
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46,245
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$
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36,803
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Earnings per share:
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Basic
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$
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0.48
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$
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0.46
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$
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1.38
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$
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1.10
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Diluted
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$
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0.46
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|
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$
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0.44
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$
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1.34
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$
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1.08
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Weighted-average number of shares used in computing earnings per share:
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|
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||||||||
Basic
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33,624,401
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33,307,312
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33,542,258
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33,320,477
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||||
Diluted
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34,675,485
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34,180,635
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34,512,815
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34,147,120
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Three months ended September 30,
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Nine months ended September 30,
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||||||||||||
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2016
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2015
|
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2016
|
|
2015
|
||||||||
Net income
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$
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16,050
|
|
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$
|
15,162
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$
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46,245
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$
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36,803
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Other comprehensive income/(loss):
|
|
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||||||||
Unrealized gain/(loss) on effective cash flow hedges, net of taxes $1,067, ($822), $1,094 and ($727), respectively
|
2,540
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|
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(2,704
|
)
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3,066
|
|
|
(2,014
|
)
|
||||
Foreign currency translation adjustment
|
1,716
|
|
|
(7,092
|
)
|
|
(2,652
|
)
|
|
(9,926
|
)
|
||||
Retirement benefits, net of taxes $4, $71, $24 and $81, respectively
|
104
|
|
|
172
|
|
|
409
|
|
|
501
|
|
||||
Reclassification adjustments:
|
|
|
|
|
|
|
|
||||||||
Realized (gain)/loss on cash flow hedges, net of taxes ($205), $175, ($386) and $393, respectively
(1)
|
(261
|
)
|
|
255
|
|
|
(486
|
)
|
|
570
|
|
||||
Retirement benefits, net of taxes $1, $15, $3 and $31, respectively
(2)
|
22
|
|
|
36
|
|
|
64
|
|
|
128
|
|
||||
Total other comprehensive income/(loss)
|
4,121
|
|
|
(9,333
|
)
|
|
401
|
|
|
(10,741
|
)
|
||||
Total comprehensive income
|
$
|
20,171
|
|
|
$
|
5,829
|
|
|
$
|
46,646
|
|
|
$
|
26,062
|
|
|
|
(1)
|
These are reclassified to net income and are included in the foreign exchange gain/(loss) in the unaudited consolidated statements of income. See Note 7 to the unaudited consolidated financial statements.
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(2)
|
These are reclassified to net income and are included in the computation of net periodic pension costs in the unaudited consolidated statements of income. See Note 11 to the unaudited consolidated financial statements
.
|
|
Nine months ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
46,245
|
|
|
$
|
36,803
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
25,000
|
|
|
23,171
|
|
||
Stock-based compensation expense
|
14,743
|
|
|
12,280
|
|
||
Unrealized gain on short term investments
|
(4,955
|
)
|
|
(2,179
|
)
|
||
Unrealized foreign exchange gain
|
(147
|
)
|
|
(2,850
|
)
|
||
Deferred income taxes
|
4,424
|
|
|
3,596
|
|
||
Change in fair value of earn-out consideration
|
(4,060
|
)
|
|
—
|
|
||
Others, net
|
(84
|
)
|
|
(249
|
)
|
||
Change in operating assets and liabilities (net of effect of acquisitions):
|
|
|
|
||||
Restricted cash
|
(464
|
)
|
|
(1,313
|
)
|
||
Accounts receivable
|
(16,522
|
)
|
|
(14,647
|
)
|
||
Prepaid expenses and other current assets
|
(587
|
)
|
|
977
|
|
||
Accounts payable
|
(2,518
|
)
|
|
(1,602
|
)
|
||
Deferred revenue
|
(1,485
|
)
|
|
(915
|
)
|
||
Accrued employee costs
|
(3,812
|
)
|
|
460
|
|
||
Accrued expenses and other liabilities
|
5,688
|
|
|
(3,973
|
)
|
||
Advance income tax, net
|
(4,748
|
)
|
|
5,751
|
|
||
Other assets
|
(676
|
)
|
|
(760
|
)
|
||
Net cash provided by operating activities
|
56,042
|
|
|
54,550
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Purchase of fixed assets
|
(20,335
|
)
|
|
(21,127
|
)
|
||
Business acquisition (net of cash acquired)
|
(9,427
|
)
|
|
(44,270
|
)
|
||
Purchase of short-term investments
|
(155,709
|
)
|
|
(109,162
|
)
|
||
Proceeds from redemption of short-term investments
|
59,229
|
|
|
28,640
|
|
||
Net cash used for investing activities
|
(126,242
|
)
|
|
(145,919
|
)
|
||
|
|
|
|
|
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Principal payments on capital lease obligations
|
(292
|
)
|
|
(559
|
)
|
||
Proceeds from borrowings
|
—
|
|
|
30,000
|
|
||
Repayments of borrowings
|
(25,000
|
)
|
|
(10,000
|
)
|
||
Payment of debt issuance costs
|
—
|
|
|
(74
|
)
|
||
Acquisition of treasury stock
|
(15,169
|
)
|
|
(13,015
|
)
|
||
Proceeds from exercise of stock options
|
6,226
|
|
|
3,162
|
|
||
Net cash (used)/provided by financing activities
|
(34,235
|
)
|
|
9,514
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(2,514
|
)
|
|
(3,988
|
)
|
||
Net decrease in cash and cash equivalents
|
(106,949
|
)
|
|
(85,843
|
)
|
||
Cash and cash equivalents, beginning of period
|
205,323
|
|
|
176,499
|
|
||
Cash and cash equivalents, end of period
|
$
|
98,374
|
|
|
$
|
90,656
|
|
•
|
Operations Management, and
|
•
|
Analytics
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Derivative instruments
|
$
|
4,245
|
|
|
$
|
3,009
|
|
Advances to suppliers
|
1,366
|
|
|
1,545
|
|
||
Receivables from statutory authorities
|
11,073
|
|
|
8,676
|
|
||
Others
|
2,032
|
|
|
1,989
|
|
||
Other current assets
|
$
|
18,716
|
|
|
$
|
15,219
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Accrued expenses
|
$
|
27,356
|
|
|
$
|
26,238
|
|
Derivative instruments
|
1,097
|
|
|
1,226
|
|
||
Client liability
|
2,515
|
|
|
2,217
|
|
||
Other current liabilities
|
7,394
|
|
|
4,569
|
|
||
Accrued expenses and other current liabilities
|
$
|
38,362
|
|
|
$
|
34,250
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Derivative instruments
|
$
|
719
|
|
|
$
|
1,132
|
|
Unrecognized tax benefits
|
3,195
|
|
|
3,066
|
|
||
Deferred rent
|
6,308
|
|
|
6,515
|
|
||
Retirement benefits
|
1,398
|
|
|
1,441
|
|
||
Other non-current liabilities
|
1,585
|
|
|
5,501
|
|
||
Non-current liabilities
|
$
|
13,205
|
|
|
$
|
17,655
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Cumulative currency translation adjustments
|
$
|
(70,715
|
)
|
|
$
|
(68,063
|
)
|
Unrealized gain on cash flow hedges, net of taxes of $1,370 and $662
|
3,404
|
|
|
824
|
|
||
Retirement benefits, net of taxes of ($174) and ($201)
|
387
|
|
|
(86
|
)
|
||
Accumulated other comprehensive loss
|
$
|
(66,924
|
)
|
|
$
|
(67,325
|
)
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Interest and dividend income*
|
$
|
2,916
|
|
|
$
|
2,085
|
|
|
$
|
7,399
|
|
|
$
|
4,997
|
|
Interest expense
|
(295
|
)
|
|
(340
|
)
|
|
(1,023
|
)
|
|
(983
|
)
|
||||
Change in fair value of earn-out consideration**
|
—
|
|
|
—
|
|
|
4,060
|
|
|
—
|
|
||||
Other, net
|
(25
|
)
|
|
42
|
|
|
738
|
|
|
286
|
|
||||
Other income, net
|
$
|
2,596
|
|
|
$
|
1,787
|
|
|
$
|
11,174
|
|
|
$
|
4,300
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Numerators:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
16,050
|
|
|
$
|
15,162
|
|
|
$
|
46,245
|
|
|
$
|
36,803
|
|
Denominators:
|
|
|
|
|
|
|
|
||||||||
Basic weighted average common shares outstanding
|
33,624,401
|
|
|
33,307,312
|
|
|
33,542,258
|
|
|
33,320,477
|
|
||||
Dilutive effect of share based awards
|
1,051,084
|
|
|
873,323
|
|
|
970,557
|
|
|
826,643
|
|
||||
Diluted weighted average common shares outstanding
|
34,675,485
|
|
|
34,180,635
|
|
|
34,512,815
|
|
|
34,147,120
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.48
|
|
|
$
|
0.46
|
|
|
$
|
1.38
|
|
|
$
|
1.10
|
|
Diluted
|
$
|
0.46
|
|
|
$
|
0.44
|
|
|
$
|
1.34
|
|
|
$
|
1.08
|
|
Weighted average common shares considered anti-dilutive in computing diluted earnings per share
|
32,516
|
|
|
61,738
|
|
|
97,574
|
|
|
98,527
|
|
•
|
Operations Management
|
•
|
Analytics
|
|
Three months ended September 30, 2016
|
|
Three months ended September 30, 2015
|
||||||||||||||||||||
|
Operations
Management |
|
Analytics
|
|
Total
|
|
Operations
Management |
|
Analytics
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues, net
|
$
|
129,563
|
|
|
$
|
41,637
|
|
|
$
|
171,200
|
|
|
$
|
128,043
|
|
|
$
|
35,460
|
|
|
$
|
163,503
|
|
Cost of revenues (exclusive of depreciation and amortization)
|
85,988
|
|
|
25,779
|
|
|
111,767
|
|
|
81,477
|
|
|
21,721
|
|
|
103,198
|
|
||||||
Gross profit
|
$
|
43,575
|
|
|
$
|
15,858
|
|
|
$
|
59,433
|
|
|
$
|
46,566
|
|
|
$
|
13,739
|
|
|
$
|
60,305
|
|
Operating expenses
|
|
|
|
|
42,074
|
|
|
|
|
|
|
39,556
|
|
||||||||||
Foreign exchange gain and Other income, net
|
|
|
|
|
4,337
|
|
|
|
|
|
|
1,978
|
|
||||||||||
Income tax expense
|
|
|
|
|
5,646
|
|
|
|
|
|
|
7,565
|
|
||||||||||
Net income
|
|
|
|
|
$
|
16,050
|
|
|
|
|
|
|
$
|
15,162
|
|
|
Nine months ended September 30, 2016
|
|
Nine months ended September 30, 2015
|
||||||||||||||||||||
|
Operations
Management |
|
Analytics
|
|
Total
|
|
Operations
Management |
|
Analytics
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues, net
|
$
|
388,502
|
|
|
$
|
120,212
|
|
|
$
|
508,714
|
|
|
$
|
376,943
|
|
|
$
|
85,691
|
|
|
$
|
462,634
|
|
Cost of revenues (exclusive of depreciation and amortization)
|
256,078
|
|
|
76,094
|
|
|
332,172
|
|
|
242,014
|
|
|
54,787
|
|
|
296,801
|
|
||||||
Gross profit
|
$
|
132,424
|
|
|
$
|
44,118
|
|
|
$
|
176,542
|
|
|
$
|
134,929
|
|
|
$
|
30,904
|
|
|
$
|
165,833
|
|
Operating expenses
|
|
|
|
|
126,495
|
|
|
|
|
|
|
116,368
|
|
||||||||||
Foreign exchange gain and Other income, net
|
|
|
|
|
14,747
|
|
|
|
|
|
|
6,647
|
|
||||||||||
Income tax expense
|
|
|
|
|
18,549
|
|
|
|
|
|
|
19,309
|
|
||||||||||
Net income
|
|
|
|
|
$
|
46,245
|
|
|
|
|
|
|
$
|
36,803
|
|
|
Amount
|
||
|
(In thousands)
|
||
Tangible assets
|
$
|
498
|
|
Tangible liabilities
|
(993
|
)
|
|
Deferred tax liability
|
(643
|
)
|
|
Identifiable intangible assets:
|
|
||
Customer relationships
|
1,918
|
|
|
Developed technology
|
1,571
|
|
|
Trade names and trademarks
|
231
|
|
|
Goodwill
|
2,620
|
|
|
Total purchase price
|
$
|
5,202
|
|
|
Amount
|
||
|
(In thousands)
|
||
Tangible assets
|
$
|
1,438
|
|
Tangible liabilities
|
(527
|
)
|
|
Deferred tax liability
|
(865
|
)
|
|
Identifiable intangible assets:
|
|
||
Customer relationships
|
2,300
|
|
|
Goodwill
|
3,206
|
|
|
Total purchase price
|
$
|
5,552
|
|
|
Operations Management
|
|
Analytics
|
|
Total
|
||||||
Balance at January 1, 2015
|
$
|
122,814
|
|
|
$
|
16,785
|
|
|
$
|
139,599
|
|
Goodwill arising from RPM acquisition
|
—
|
|
|
33,155
|
|
|
33,155
|
|
|||
Currency translation adjustments
|
(1,219
|
)
|
|
—
|
|
|
(1,219
|
)
|
|||
Balance at December 31, 2015
|
$
|
121,595
|
|
|
$
|
49,940
|
|
|
$
|
171,535
|
|
Goodwill arising from Liss acquisition
|
2,620
|
|
|
—
|
|
|
2,620
|
|
|||
Goodwill arising from IQR acquisition
|
—
|
|
|
3,206
|
|
|
3,206
|
|
|||
Currency translation adjustments
|
(268
|
)
|
|
—
|
|
|
(268
|
)
|
|||
Balance at September 30, 2016
|
$
|
123,947
|
|
|
$
|
53,146
|
|
|
$
|
177,093
|
|
|
As of September 30, 2016
|
||||||||||
|
Gross
Carrying Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
Customer relationships
|
$
|
68,957
|
|
|
$
|
(30,230
|
)
|
|
$
|
38,727
|
|
Developed technology
|
13,747
|
|
|
(5,911
|
)
|
|
7,836
|
|
|||
Trade names and trademarks
|
5,892
|
|
|
(3,129
|
)
|
|
2,763
|
|
|||
Leasehold benefits
|
2,770
|
|
|
(2,243
|
)
|
|
527
|
|
|||
Non-compete agreements
|
2,045
|
|
|
(1,572
|
)
|
|
473
|
|
|||
|
$
|
93,411
|
|
|
$
|
(43,085
|
)
|
|
$
|
50,326
|
|
|
As of December 31, 2015
|
||||||||||
|
Gross
Carrying Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
Customer relationships
|
$
|
64,816
|
|
|
$
|
(24,215
|
)
|
|
$
|
40,601
|
|
Developed technology
|
12,234
|
|
|
(4,363
|
)
|
|
7,871
|
|
|||
Trade names and trademarks
|
5,670
|
|
|
(2,683
|
)
|
|
2,987
|
|
|||
Leasehold benefits
|
2,789
|
|
|
(2,109
|
)
|
|
680
|
|
|||
Non-compete agreements
|
2,045
|
|
|
(1,451
|
)
|
|
594
|
|
|||
|
$
|
87,554
|
|
|
$
|
(34,821
|
)
|
|
$
|
52,733
|
|
As of September 30, 2016
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Money market and mutual funds*
|
$
|
116,242
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
116,242
|
|
Derivative financial instruments
|
—
|
|
|
6,622
|
|
|
—
|
|
|
6,622
|
|
||||
Total
|
$
|
116,242
|
|
|
$
|
6,622
|
|
|
$
|
—
|
|
|
$
|
122,864
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
$
|
—
|
|
|
$
|
1,816
|
|
|
$
|
—
|
|
|
$
|
1,816
|
|
Contingent consideration
|
|
|
|
|
|
|
500
|
|
|
$
|
500
|
|
|||
Total
|
$
|
—
|
|
|
$
|
1,816
|
|
|
$
|
500
|
|
|
$
|
2,316
|
|
|
|
|
|
|
|
|
|
||||||||
As of December 31, 2015
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Money market and mutual funds
|
$
|
118,478
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
118,478
|
|
Derivative financial instruments
|
—
|
|
|
4,184
|
|
|
—
|
|
|
4,184
|
|
||||
Total
|
$
|
118,478
|
|
|
$
|
4,184
|
|
|
$
|
—
|
|
|
$
|
122,662
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
$
|
—
|
|
|
$
|
2,358
|
|
|
$
|
—
|
|
|
$
|
2,358
|
|
Fair value of earn-out consideration
|
—
|
|
|
—
|
|
|
4,060
|
|
|
4,060
|
|
||||
Total
|
$
|
—
|
|
|
$
|
2,358
|
|
|
$
|
4,060
|
|
|
$
|
6,418
|
|
|
|
|
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Other current assets:
|
|
|
|
||||
Foreign currency exchange contracts
|
$
|
4,177
|
|
|
$
|
2,664
|
|
Other assets:
|
|
|
|
||||
Foreign currency exchange contracts
|
$
|
2,377
|
|
|
$
|
1,175
|
|
Accrued expenses and other current liabilities:
|
|
|
|
||||
Foreign currency exchange contracts
|
$
|
1,066
|
|
|
$
|
1,226
|
|
Other non current liabilities:
|
|
|
|
||||
Foreign currency exchange contracts
|
$
|
719
|
|
|
$
|
1,132
|
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Other current assets:
|
|
|
|
|
||||
Foreign currency exchange contracts
|
|
$
|
68
|
|
|
$
|
345
|
|
Accrued expenses and other current liabilities:
|
|
|
|
|
||||
Foreign currency exchange contracts
|
|
$
|
31
|
|
|
—
|
|
Derivatives in Cash Flow Hedging
Relationships
|
Amount of
Gain/(Loss)
Recognized
in AOCI on
Derivative
(Effective Portion)
|
|
Location of
Gain/(Loss)
Reclassified from
AOCI into Income
(Effective Portion)
|
|
Amount of
Gain/(Loss) Reclassified
from AOCI into
Income (Effective
Portion)
|
|
Location of
Gain/(Loss)
Recognized in
Income on
Derivative
(Ineffective Portion
and Amount
Excluded from
Effectiveness
Testing)
|
|
Amount of
Gain/(Loss)
Recognized in
Income on
Derivative
(Ineffective
Portion and
Amount
Excluded
from
Effectiveness
Testing)
|
||||||||||||||||||
|
2016
|
|
2015
|
|
|
|
2016
|
|
2015
|
|
|
|
2016
|
|
2015
|
||||||||||||
Foreign exchange contracts
|
$
|
3,607
|
|
|
$
|
(3,526
|
)
|
|
Foreign exchange gain/(loss)
|
|
$
|
466
|
|
|
$
|
(430
|
)
|
|
Foreign exchange
gain/(loss)
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives not designated as Hedging Instruments
|
|
|
|
Amount of Gain/(Loss)
Recognized in Income
on Derivatives
|
||||||
|
Location of Gain or (Loss) Recognized in
Income on Derivatives
|
|
2016
|
|
2015
|
|||||
Foreign exchange contracts
|
|
Foreign exchange gain/(loss)
|
|
$
|
1,382
|
|
|
$
|
705
|
|
Derivatives in Cash Flow Hedging Relationships
|
Amount of Gain/(Loss) Recognized in AOCI on Derivative (Effective Portion)
|
|
Location of Gain/(Loss) Reclassified from AOCI into Income (Effective Portion)
|
|
Amount of Gain/(Loss) Reclassified from AOCI into Income (Effective Portion)
|
|
Location of Gain/(Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
|
|
Amount of Gain/(Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
|
||||||||||||||||||
|
2016
|
|
2015
|
|
|
|
2016
|
|
2015
|
|
|
|
2016
|
|
2015
|
||||||||||||
Foreign exchange contracts
|
$
|
4,160
|
|
|
$
|
(2,741
|
)
|
|
Foreign exchange gain/(loss)
|
|
$
|
872
|
|
|
$
|
(963
|
)
|
|
Foreign exchange gain/(loss)
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives not designated
as Hedging Instruments |
|
|
|
Amount of Gain/(Loss)
Recognized in Income on Derivatives |
||||||
|
Location of Gain or (Loss) Recognized in
Income on Derivatives |
|
2016
|
|
2015
|
|||||
Foreign exchange contracts
|
|
Foreign exchange gain/(loss)
|
|
$
|
4,110
|
|
|
$
|
94
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Owned Assets:
|
|
|
|
||||
Network equipment, computers and software
|
$
|
104,843
|
|
|
$
|
95,245
|
|
Leasehold improvements
|
30,383
|
|
|
28,603
|
|
||
Office furniture and equipment
|
15,146
|
|
|
14,000
|
|
||
Capital work in progress
|
5,554
|
|
|
3,140
|
|
||
Buildings
|
1,194
|
|
|
1,202
|
|
||
Land
|
781
|
|
|
787
|
|
||
Motor vehicles
|
565
|
|
|
540
|
|
||
|
158,466
|
|
|
143,517
|
|
||
Less: Accumulated depreciation and amortization
|
(109,869
|
)
|
|
(96,079
|
)
|
||
|
$
|
48,597
|
|
|
$
|
47,438
|
|
Assets under capital leases:
|
|
|
|
||||
Leasehold improvements
|
$
|
864
|
|
|
$
|
877
|
|
Office furniture and equipment
|
127
|
|
|
136
|
|
||
Motor vehicles
|
743
|
|
|
806
|
|
||
|
1,734
|
|
|
1,819
|
|
||
Less: Accumulated depreciation and amortization
|
(1,325
|
)
|
|
(1,266
|
)
|
||
|
$
|
409
|
|
|
$
|
553
|
|
Fixed assets, net
|
$
|
49,006
|
|
|
$
|
47,991
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Service cost
|
$
|
402
|
|
|
$
|
403
|
|
|
$
|
1,203
|
|
|
$
|
1,241
|
|
Interest cost
|
150
|
|
|
135
|
|
|
449
|
|
|
417
|
|
||||
Expected return on plan assets
|
(104
|
)
|
|
(94
|
)
|
|
(312
|
)
|
|
(291
|
)
|
||||
Actuarial loss
|
23
|
|
|
51
|
|
|
67
|
|
|
159
|
|
||||
Net gratuity cost
|
$
|
471
|
|
|
$
|
495
|
|
|
$
|
1,407
|
|
|
$
|
1,526
|
|
Change in Plan Assets
|
|
|
||
Plan assets at January 1, 2016
|
|
$
|
4,923
|
|
Actual return
|
|
328
|
|
|
Benefits paid
|
|
(656
|
)
|
|
Effect of exchange rate changes
|
|
(36
|
)
|
|
Plan assets at September 30, 2016
|
|
$
|
4,559
|
|
Year ending September 30,
|
|
||
2017
|
$
|
282
|
|
2018
|
135
|
|
|
2019
|
80
|
|
|
2020
|
34
|
|
|
Total minimum lease payments
|
531
|
|
|
Less: amount representing interest
|
80
|
|
|
Present value of minimum lease payments
|
451
|
|
|
Less: current portion
|
237
|
|
|
Long term capital lease obligation
|
$
|
214
|
|
Balance as of January 1, 2016
|
$
|
2,797
|
|
Increases related to prior year tax positions
|
—
|
|
|
Decreases related to prior year tax positions
|
—
|
|
|
Increases related to current year tax positions
|
—
|
|
|
Decreases related to current year tax positions
|
—
|
|
|
Effect of exchange rate changes
|
(12
|
)
|
|
Balance as of September 30, 2016
|
$
|
2,785
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Cost of revenue
|
$
|
795
|
|
|
$
|
740
|
|
|
$
|
2,848
|
|
|
$
|
2,394
|
|
General and administrative expenses
|
1,905
|
|
|
1,613
|
|
|
6,241
|
|
|
4,482
|
|
||||
Selling and marketing expenses
|
1,784
|
|
|
2,118
|
|
|
5,654
|
|
|
5,404
|
|
||||
Total
|
$
|
4,484
|
|
|
$
|
4,471
|
|
|
$
|
14,743
|
|
|
$
|
12,280
|
|
|
Number of
Options |
|
Weighted-
Average Exercise Price |
|
Aggregate
Intrinsic Value |
|
Weighted-
Average Remaining Contractual Life (Years) |
|||||
Outstanding at December 31, 2015
|
1,210,141
|
|
|
$
|
16.31
|
|
|
$
|
34,638
|
|
|
3.50
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(386,739
|
)
|
|
16.10
|
|
|
|
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding at September 30, 2016
|
823,402
|
|
|
$
|
16.41
|
|
|
$
|
27,530
|
|
|
3.05
|
|
|
|
|
|
|
|
|
|||||
Vested and exercisable at September 30, 2016
|
823,402
|
|
|
$
|
16.41
|
|
|
$
|
27,530
|
|
|
3.05
|
|
Restricted Stock
|
|
Restricted Stock Units
|
||||||||||
|
Number
|
|
Weighted-
Average
Intrinsic Value
|
|
Number
|
|
Weighted-
Average
Intrinsic Value
|
||||||
Outstanding at December 31, 2015*
|
134,935
|
|
|
$
|
35.27
|
|
|
1,228,287
|
|
|
$
|
30.06
|
|
Granted
|
33,459
|
|
|
52.41
|
|
|
420,403
|
|
|
48.83
|
|
||
Vested
|
(15,057
|
)
|
|
34.61
|
|
|
(335,022
|
)
|
|
28.68
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
(66,315
|
)
|
|
32.23
|
|
||
Outstanding at September 30, 2016*
|
153,337
|
|
|
$
|
39.08
|
|
|
1,247,353
|
|
|
$
|
36.64
|
|
|
|
|
|
|
|
Revenue Based PRSUs
|
|
Market Condition Based PRSUs
|
||||||||||
|
Number
|
|
Weighted Avg
Fair Value
|
|
Number
|
|
Weighted Avg
Fair Value
|
||||||
Outstanding at December 31, 2015
|
107,213
|
|
|
$
|
30.88
|
|
|
207,212
|
|
|
$
|
38.80
|
|
Granted
|
59,861
|
|
|
48.57
|
|
|
59,859
|
|
|
67.94
|
|
||
Vested
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
(5,600
|
)
|
|
36.86
|
|
|
(5,600
|
)
|
|
55.35
|
|
||
Outstanding at September 30, 2016*
|
161,474
|
|
|
$
|
37.23
|
|
|
261,471
|
|
|
$
|
45.12
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues, net
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
137,047
|
|
|
$
|
129,886
|
|
|
$
|
407,272
|
|
|
$
|
364,591
|
|
United Kingdom
|
27,993
|
|
|
28,262
|
|
|
84,284
|
|
|
81,550
|
|
||||
Rest of World
|
6,160
|
|
|
5,355
|
|
|
17,158
|
|
|
16,493
|
|
||||
|
$
|
171,200
|
|
|
$
|
163,503
|
|
|
$
|
508,714
|
|
|
$
|
462,634
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Fixed assets, net
|
|
|
|
||||
India
|
$
|
24,089
|
|
|
$
|
23,415
|
|
United States
|
10,917
|
|
|
10,680
|
|
||
Philippines
|
10,811
|
|
|
11,285
|
|
||
Rest of World
|
3,189
|
|
|
2,611
|
|
||
|
$
|
49,006
|
|
|
$
|
47,991
|
|
•
|
worldwide political, economic or business conditions;
|
•
|
negative public reaction in the U.S. or elsewhere to offshore outsourcing;
|
•
|
fluctuations in our earnings;
|
•
|
our ability to attract and retain clients;
|
•
|
our ability to successfully consummate or integrate strategic acquisitions;
|
•
|
restrictions on immigration;
|
•
|
our ability to hire and retain enough sufficiently trained employees to support our operations;
|
•
|
our ability to grow our business or effectively manage growth and international operations;
|
•
|
increasing competition in our industry;
|
•
|
telecommunications or technology disruptions;
|
•
|
our ability to withstand the loss of a significant customer ;
|
•
|
regulatory, legislative and judicial developments, including changes to or the withdrawal of governmental fiscal incentives;
|
•
|
technological innovation;
|
•
|
political or economic instability in the geographies in which we operate;
|
•
|
unauthorized disclosure of sensitive or confidential client and customer data; and
|
•
|
adverse outcome of our disputes with the Indian tax authorities.
|
•
|
Operations Management, and
|
•
|
Analytics
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(dollars in millions)
|
|
(dollars in millions)
|
||||||||||||
Revenues, net
|
$
|
171.2
|
|
|
$
|
163.5
|
|
|
$
|
508.7
|
|
|
$
|
462.6
|
|
Cost of revenues (exclusive of depreciation and amortization)
|
111.8
|
|
|
103.2
|
|
|
332.2
|
|
|
296.8
|
|
||||
Gross profit
|
59.4
|
|
|
60.3
|
|
|
176.5
|
|
|
165.8
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
General and administrative expenses
|
21.9
|
|
|
18.8
|
|
|
63.6
|
|
|
57.4
|
|
||||
Selling and marketing expenses
|
11.6
|
|
|
12.7
|
|
|
37.9
|
|
|
35.7
|
|
||||
Depreciation and amortization
|
8.6
|
|
|
8.0
|
|
|
25.0
|
|
|
23.2
|
|
||||
Total operating expenses
|
42.1
|
|
|
39.5
|
|
|
126.5
|
|
|
116.3
|
|
||||
Income from operations
|
17.3
|
|
|
20.8
|
|
|
50.0
|
|
|
49.5
|
|
||||
Foreign exchange gain
|
1.7
|
|
|
0.2
|
|
|
3.6
|
|
|
2.3
|
|
||||
Other income, net
|
2.6
|
|
|
1.8
|
|
|
11.2
|
|
|
4.3
|
|
||||
Income before income taxes
|
21.6
|
|
|
22.8
|
|
|
64.8
|
|
|
56.1
|
|
||||
Income tax expense
|
5.6
|
|
|
7.6
|
|
|
18.5
|
|
|
19.3
|
|
||||
Net income
|
$
|
16.0
|
|
|
$
|
15.2
|
|
|
$
|
46.3
|
|
|
$
|
36.8
|
|
|
Three months ended September 30,
|
|
|
|
Percentage
change
|
|||||||||
|
2016
|
|
2015
|
|
Change
|
|
||||||||
|
(dollars in millions)
|
|
|
|
|
|||||||||
Operations Management
|
$
|
129.6
|
|
|
$
|
128.0
|
|
|
$
|
1.6
|
|
|
1.2
|
%
|
Analytics
|
41.6
|
|
|
35.5
|
|
|
6.1
|
|
|
17.4
|
%
|
|||
Total revenues, net
|
$
|
171.2
|
|
|
$
|
163.5
|
|
|
$
|
7.7
|
|
|
4.7
|
%
|
|
Three months ended September 30,
|
|
|
|
Percentage
change
|
|||||||||
|
2016
|
|
2015
|
|
Change
|
|
||||||||
|
(dollars in millions)
|
|
|
|
|
|||||||||
Revenues, net
|
$
|
171.2
|
|
|
$
|
163.5
|
|
|
$
|
7.7
|
|
|
4.7
|
%
|
Cost of revenues
|
111.8
|
|
|
103.2
|
|
|
8.6
|
|
|
8.3
|
%
|
|||
Gross profit
|
$
|
59.4
|
|
|
$
|
60.3
|
|
|
$
|
(0.9
|
)
|
|
(1.4
|
)%
|
As a percentage of revenues
|
34.7
|
%
|
|
36.9
|
%
|
|
|
|
|
|
Three months ended September 30,
|
|
|
|
Percentage
change
|
|||||||||
|
2016
|
|
2015
|
|
Change
|
|
||||||||
|
(dollars in millions)
|
|
|
|
|
|||||||||
General and administrative expenses
|
$
|
21.9
|
|
|
$
|
18.8
|
|
|
$
|
3.1
|
|
|
16.5
|
%
|
Selling and marketing expenses
|
11.6
|
|
|
12.7
|
|
|
(1.1
|
)
|
|
(8.7
|
)%
|
|||
Selling, general and administrative expenses
|
$
|
33.5
|
|
|
$
|
31.5
|
|
|
$
|
2.0
|
|
|
6.3
|
%
|
As a percentage of revenues
|
19.6
|
%
|
|
19.3
|
%
|
|
|
|
|
|
Three months ended September 30,
|
|
|
|
Percentage
change
|
|||||||||
|
2016
|
|
2015
|
|
Change
|
|
||||||||
|
(dollars in millions)
|
|
|
|
|
|||||||||
Depreciation expense
|
$
|
5.8
|
|
|
$
|
5.4
|
|
|
$
|
0.4
|
|
|
7.4
|
%
|
Intangible amortization expense
|
2.8
|
|
|
2.6
|
|
|
0.2
|
|
|
7.7
|
%
|
|||
Depreciation and amortization expense
|
$
|
8.6
|
|
|
$
|
8.0
|
|
|
$
|
0.6
|
|
|
6.7
|
%
|
As a percentage of revenues
|
5.0
|
%
|
|
4.9
|
%
|
|
|
|
|
|
Three months ended September 30,
|
|
|
|
Percentage
change
|
|||||||||
|
2016
|
|
2015
|
|
Change
|
|
||||||||
|
(dollars in millions)
|
|
|
|
|
|||||||||
Interest and dividend income
|
$
|
2.9
|
|
|
$
|
2.1
|
|
|
$
|
0.8
|
|
|
38.1
|
%
|
Interest expense
|
(0.3
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|||
Other income, net
|
$
|
2.6
|
|
|
$
|
1.8
|
|
|
$
|
0.8
|
|
|
44.4
|
%
|
|
Nine months ended September 30,
|
|
|
|
Percentage
change
|
|||||||||
|
2016
|
|
2015
|
|
Change
|
|
||||||||
|
(dollars in millions)
|
|
|
|
|
|||||||||
Operations Management
|
$
|
388.5
|
|
|
$
|
376.9
|
|
|
$
|
11.6
|
|
|
3.1
|
%
|
Analytics
|
120.2
|
|
|
85.7
|
|
|
34.5
|
|
|
40.3
|
%
|
|||
Total revenues, net
|
$
|
508.7
|
|
|
$
|
462.6
|
|
|
$
|
46.1
|
|
|
10.0
|
%
|
|
Nine months ended September 30,
|
|
|
|
Percentage
change
|
|||||||||
|
2016
|
|
2015
|
|
Change
|
|
||||||||
|
(dollars in millions)
|
|
|
|
|
|||||||||
Revenues, net
|
$
|
508.7
|
|
|
$
|
462.6
|
|
|
$
|
46.1
|
|
|
10.0
|
%
|
Cost of revenues
|
332.2
|
|
|
296.8
|
|
|
35.4
|
|
|
11.9
|
%
|
|||
Gross profit
|
$
|
176.5
|
|
|
$
|
165.8
|
|
|
$
|
10.7
|
|
|
6.5
|
%
|
As a percentage of revenues
|
34.7
|
%
|
|
35.8
|
%
|
|
|
|
|
|
Nine months ended September 30,
|
|
|
|
Percentage
change
|
|||||||||
|
2016
|
|
2015
|
|
Change
|
|
||||||||
|
(dollars in millions)
|
|
|
|
|
|||||||||
General and administrative expenses
|
$
|
63.6
|
|
|
$
|
57.4
|
|
|
$
|
6.2
|
|
|
10.8
|
%
|
Selling and marketing expenses
|
37.9
|
|
|
35.7
|
|
|
2.2
|
|
|
6.2
|
%
|
|||
Selling, general and administrative expenses
|
$
|
101.5
|
|
|
$
|
93.1
|
|
|
$
|
8.4
|
|
|
8.9
|
%
|
As a percentage of revenues
|
20.0
|
%
|
|
20.1
|
%
|
|
|
|
|
|
Nine months ended September 30,
|
|
|
|
Percentage
change
|
|||||||||
|
2016
|
|
2015
|
|
Change
|
|
||||||||
|
(dollars in millions)
|
|
|
|
|
|||||||||
Depreciation expense
|
$
|
16.7
|
|
|
$
|
15.7
|
|
|
$
|
1.0
|
|
|
6.4
|
%
|
Intangible amortization expense
|
8.3
|
|
|
7.5
|
|
|
0.8
|
|
|
10.7
|
%
|
|||
Depreciation and amortization expense
|
$
|
25.0
|
|
|
$
|
23.2
|
|
|
$
|
1.8
|
|
|
7.9
|
%
|
As a percentage of revenues
|
4.9
|
%
|
|
5.0
|
%
|
|
|
|
|
|
Nine months ended September 30,
|
|
|
|
Percentage
change
|
|||||||||
|
2016
|
|
2015
|
|
Change
|
|
||||||||
|
(dollars in millions)
|
|
|
|
|
|||||||||
Interest and dividend income
|
$
|
7.4
|
|
|
$
|
5.0
|
|
|
$
|
2.4
|
|
|
48.0
|
%
|
Interest expense
|
(1.0
|
)
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|||
Change in fair value of earn-out consideration
|
4.1
|
|
|
—
|
|
|
4.1
|
|
|
100.0
|
%
|
|||
Other, net
|
0.7
|
|
|
0.3
|
|
|
0.4
|
|
|
133.3
|
%
|
|||
Other income, net
|
$
|
11.2
|
|
|
$
|
4.3
|
|
|
$
|
6.9
|
|
|
159.9
|
%
|
|
Nine months ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(dollars in millions)
|
||||||
Opening cash and cash equivalents
|
$
|
205.3
|
|
|
$
|
176.5
|
|
Net cash provided by operating activities
|
56.0
|
|
|
54.6
|
|
||
Net cash used for investing activities
|
(126.2
|
)
|
|
(145.9
|
)
|
||
Net cash (used for) / provided by financing activities
|
(34.2
|
)
|
|
9.5
|
|
||
Effect of exchange rate changes
|
(2.5
|
)
|
|
(4.0
|
)
|
||
Closing cash and cash equivalents
|
$
|
98.4
|
|
|
$
|
90.7
|
|
|
|
Payment Due by Period
|
|
|
||||||||||||||||
|
|
Less than
|
|
1-3
|
|
4-5
|
|
After
|
|
|
||||||||||
|
|
1 year
|
|
years
|
|
years
|
|
5 years
|
|
Total
|
||||||||||
|
|
(dollars in millions)
|
||||||||||||||||||
Capital leases
|
|
$
|
0.3
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
Operating leases
|
|
9.9
|
|
|
15.1
|
|
|
6.5
|
|
|
1.5
|
|
|
33.0
|
|
|||||
Purchase obligations
|
|
6.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.4
|
|
|||||
Other obligations
(a)
|
|
2.1
|
|
|
2.9
|
|
|
1.7
|
|
|
2.0
|
|
|
8.7
|
|
|||||
Fair value of earn-out consideration
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|||||
Borrowings
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal payments
|
|
5.0
|
|
|
—
|
|
|
40.0
|
|
|
—
|
|
|
45.0
|
|
|||||
Interest Payments
(b)
|
|
1.0
|
|
|
1.9
|
|
|
0.1
|
|
|
—
|
|
|
3.0
|
|
|||||
Total contractual cash obligations
(c)
|
|
$
|
25.2
|
|
|
$
|
20.1
|
|
|
$
|
48.3
|
|
|
$
|
3.5
|
|
|
$
|
97.1
|
|
|
|
(a)
|
Represents estimated payments under the Gratuity Plan.
|
(b)
|
Interest on borrowings is calculated based on the interest rate on the outstanding borrowings as of
September 30, 2016
.
|
(c)
|
Excludes $2.8 million related to uncertain tax positions, since the extent of the amount and timing of payment is currently not reliably estimable or determinable.
|
Period
|
|
Total Number of
Shares Purchased |
|
Average Price
Paid per share |
|
Total Number of Shares Purchased as Part of Publicly
Announced Plans or Programs (1) |
|
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
|
||||||
July 1, 2016 through July 31, 2016
|
|
19,675
|
|
|
$
|
50.73
|
|
|
19,675
|
|
|
$
|
10,026,087
|
|
Aug 1, 2016 through Aug 31, 2016
|
|
46,960
|
|
|
50.21
|
|
|
46,960
|
|
|
7,668,176
|
|
||
Sep 1, 2016 through Sep 30, 2016
|
|
41,508
|
|
|
50.83
|
|
|
41,508
|
|
|
5,558,167
|
|
||
Total
|
|
108,143
|
|
|
$
|
50.54
|
|
|
108,143
|
|
|
$
|
—
|
|
Date: October 27, 2016
|
EXLSERVICE HOLDINGS, INC.
|
||
|
|
|
|
|
By:
|
|
/
S
/ V
ISHAL
C
HHIBBAR
|
|
|
|
Vishal Chhibbar
Chief Financial Officer
(Duly Authorized Signatory, Principal Financial and Accounting Officer)
|
|
|
|
10.1
|
|
Form of Restricted Stock Unit Agreement (U.S.) under the ExlService Holdings, Inc. 2015 Amendment and Restatement of the 2006 Omnibus Award Plan.
|
|
|
|
31.1
|
|
Certification of the Chief Executive Officer of ExlService Holdings, pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification of the Chief Financial Officer of ExlService Holdings, pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Scheme
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
101.PRE
|
|
XBRL Extension Presentation Linkbase
|
|
|
|
Percent of Awards Vesting
|
Vesting Date
|
25%
|
1
ST
ANNIVERSARY OF GRANT DATE
|
25%
|
2
ND
ANNIVERSARY OF GRANT DATE
|
25%
|
3
RD
ANNIVERSARY OF GRANT DATE
|
25%
|
4
TH
ANNIVERSARY OF GRANT DATE
|
1.
|
I have reviewed this Quarterly Report of ExlService Holdings, Inc.;
|
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 registrant’s 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting.
|
Date: October 27, 2016
|
/s/ Rohit Kapoor
|
|
Rohit Kapoor
|
|
Vice-Chairman and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report of ExlService Holdings, Inc.;
|
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 registrant’s 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting.
|
Date: October 27, 2016
|
/s/ Vishal Chhibbar
|
|
Vishal Chhibbar
|
|
Chief Financial Officer
|
(a)
|
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(b)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Rohit Kapoor
|
|
Rohit Kapoor
|
|
Vice-Chairman and Chief Executive Officer
|
|
|
|
October 27, 2016
|
|
(a)
|
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(b)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Vishal Chhibbar
|
|
Vishal Chhibbar
|
|
Chief Financial Officer
|
|
|
|
October 27, 2016
|
|