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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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Emerging growth 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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As of
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September 30, 2017
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December 31, 2016
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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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87,665
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$
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213,155
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Short-term investments
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161,702
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13,491
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Restricted cash
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1,913
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3,846
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Accounts receivable, net
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133,862
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113,067
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Prepaid expenses
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6,958
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7,855
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Advance income tax, net
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8,821
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6,242
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Other current assets
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22,333
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21,168
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Total current assets
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423,254
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378,824
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Property, plant and equipment, net
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63,729
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49,029
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Restricted cash
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3,710
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3,393
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Deferred taxes, net
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16,118
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14,799
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Intangible assets, net
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43,568
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53,770
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Goodwill
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187,953
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186,770
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Other assets
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30,672
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19,943
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Total assets
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$
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769,004
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$
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706,528
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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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3,834
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$
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3,288
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Short-term borrowings
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—
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10,000
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Deferred revenue
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8,662
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16,615
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Accrued employee cost
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49,385
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50,832
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Accrued expenses and other current liabilities
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49,040
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43,264
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Current portion of capital lease obligations
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168
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232
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Total current liabilities
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111,089
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124,231
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Long term borrowings
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45,000
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35,000
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Capital lease obligations, less current portion
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315
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300
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Non-current liabilities
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16,234
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14,819
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Total liabilities
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172,638
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174,350
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Commitments and contingencies (See Note 21)
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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, $0.001 par value; 100,000,000 shares authorized, 36,525,692 shares issued and 33,804,962 shares outstanding as of September 30, 2017 and 35,699,819 shares issued and 33,628,109 shares outstanding as of December 31, 2016
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37
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36
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Additional paid-in capital
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311,691
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284,646
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Retained earnings
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436,419
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382,722
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Accumulated other comprehensive loss
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(59,290
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)
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(75,057
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)
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Total including shares held in treasury
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688,857
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592,347
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Less: 2,720,730 shares as of September 30, 2017 and 2,071,710 shares as of December 31, 2016, held in treasury, at cost
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(92,698
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)
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(60,362
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)
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Stockholders’ equity
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$
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596,159
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$
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531,985
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Non-controlling interest
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207
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193
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Total equity
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$
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596,366
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$
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532,178
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Total liabilities and equity
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$
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769,004
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$
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706,528
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Three months ended September 30,
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Nine months ended September 30,
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2017
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2016
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2017
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2016
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Revenues, net
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$
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192,345
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$
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171,200
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$
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564,435
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$
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508,714
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Cost of revenues (exclusive of depreciation and amortization)
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124,890
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111,767
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370,458
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332,172
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Gross profit
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67,455
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59,433
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193,977
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176,542
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Operating expenses:
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General and administrative expenses
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26,870
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21,854
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75,809
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63,620
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Selling and marketing expenses
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12,222
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11,623
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38,711
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37,875
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Depreciation and amortization
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9,708
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8,597
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28,771
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25,000
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Total operating expenses
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48,800
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42,074
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143,291
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126,495
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Income from operations
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18,655
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17,359
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50,686
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50,047
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Foreign exchange gain, net
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2,801
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1,741
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7,267
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3,573
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Interest expense
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(482
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)
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(295
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)
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(1,379
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)
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(1,023
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)
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Other income, net
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2,922
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2,891
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8,871
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12,197
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Income before income tax expense
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23,896
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21,696
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65,445
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64,794
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Income tax expense
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2,819
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5,646
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7,202
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18,549
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Net income
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$
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21,077
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$
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16,050
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$
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58,243
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$
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46,245
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Earnings per share:
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Basic
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$
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0.62
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$
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0.48
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$
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1.72
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$
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1.38
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Diluted
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$
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0.60
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$
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0.46
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$
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1.66
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$
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1.34
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Weighted-average number of shares used in computing earnings per share:
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Basic
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33,838,374
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33,624,401
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33,834,392
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33,542,258
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Diluted
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35,043,987
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34,675,485
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35,048,672
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34,512,815
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Three months ended September 30,
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Nine months ended September 30,
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2017
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2016
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2017
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2016
|
||||||||
Net income
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$
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21,077
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$
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16,050
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$
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58,243
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$
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46,245
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Other comprehensive income:
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Unrealized (loss)/gain on effective cash flow hedges, net of taxes ($162), $1,067, $2,874 and $1,094, respectively
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(557
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)
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2,540
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5,900
|
|
|
3,066
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|
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Foreign currency translation adjustment
|
(3,030
|
)
|
|
1,716
|
|
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10,813
|
|
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(2,652
|
)
|
||||
Retirement benefits, net of taxes nil, $4, nil and $24, respectively
|
—
|
|
|
104
|
|
|
—
|
|
|
409
|
|
||||
Reclassification adjustments
|
|
|
|
|
|
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|
||||||||
Realized gain on cash flow hedges, net of taxes ($129), ($205), ($476) and ($386), respectively
(1)
|
(294
|
)
|
|
(261
|
)
|
|
(1,081
|
)
|
|
(486
|
)
|
||||
Retirement benefits, net of taxes $30, $1, $77 and $3, respectively
(2)
|
42
|
|
|
22
|
|
|
135
|
|
|
64
|
|
||||
Total other comprehensive income/(loss)
|
$
|
(3,839
|
)
|
|
$
|
4,121
|
|
|
$
|
15,767
|
|
|
$
|
401
|
|
Total comprehensive income
|
$
|
17,238
|
|
|
$
|
20,171
|
|
|
$
|
74,010
|
|
|
$
|
46,646
|
|
(1)
|
These are reclassified to net income and are included in the foreign exchange gain in the unaudited consolidated statements of income. See Note 13 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 16 to the unaudited consolidated financial statements.
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|
Nine months ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
58,243
|
|
|
$
|
46,245
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
28,771
|
|
|
25,000
|
|
||
Stock-based compensation expense
|
16,771
|
|
|
14,743
|
|
||
Unrealized gain on short term investments
|
(4,437
|
)
|
|
(4,955
|
)
|
||
Change in fair value of earn-out consideration
|
—
|
|
|
(4,060
|
)
|
||
Unrealized foreign exchange loss/(gain)
|
446
|
|
|
(147
|
)
|
||
Deferred income tax (benefit)/expense
|
(5,417
|
)
|
|
4,424
|
|
||
Allowances for doubtful accounts
|
2,706
|
|
|
37
|
|
||
Others, net
|
12
|
|
|
(84
|
)
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Restricted cash
|
1,757
|
|
|
(464
|
)
|
||
Accounts receivable
|
(22,064
|
)
|
|
(16,559
|
)
|
||
Prepaid expenses and other current assets
|
5,194
|
|
|
(587
|
)
|
||
Accounts payable
|
371
|
|
|
(2,518
|
)
|
||
Deferred revenue
|
(8,155
|
)
|
|
(1,485
|
)
|
||
Accrued employee costs
|
(915
|
)
|
|
(3,812
|
)
|
||
Accrued expenses and other liabilities
|
267
|
|
|
5,688
|
|
||
Advance income tax, net
|
(2,607
|
)
|
|
(4,748
|
)
|
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Other assets
|
1,241
|
|
|
(676
|
)
|
||
Net cash provided by operating activities
|
72,184
|
|
|
56,042
|
|
||
|
|
|
|
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Cash flows from investing activities:
|
|
|
|
||||
Purchase of property, plant and equipment
|
(26,759
|
)
|
|
(20,335
|
)
|
||
Business acquisition (net of cash acquired)
|
(724
|
)
|
|
(9,427
|
)
|
||
Purchase of investments
|
(197,897
|
)
|
|
(155,709
|
)
|
||
Proceeds from redemption of investments
|
54,238
|
|
|
59,229
|
|
||
Net cash used for investing activities
|
(171,142
|
)
|
|
(126,242
|
)
|
||
|
|
|
|
|
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Principal payments on capital lease obligations
|
(133
|
)
|
|
(292
|
)
|
||
Repayments of borrowings
|
—
|
|
|
(25,000
|
)
|
||
Acquisition of treasury stock
|
(32,336
|
)
|
|
(15,169
|
)
|
||
Proceeds from exercise of stock options
|
4,275
|
|
|
6,226
|
|
||
Net cash used for financing activities
|
(28,194
|
)
|
|
(34,235
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
1,662
|
|
|
(2,514
|
)
|
||
Net decrease in cash and cash equivalents
|
(125,490
|
)
|
|
(106,949
|
)
|
||
Cash and cash equivalents, beginning of period
|
213,155
|
|
|
205,323
|
|
||
Cash and cash equivalents, end of period
|
$
|
87,665
|
|
|
$
|
98,374
|
|
|
Three months ended September 30, 2017
|
||||||||||||||||||||||||||
|
Insurance
|
|
Healthcare
|
|
TT&L
|
|
F&A
|
|
All Other
|
|
Analytics
|
|
Total
|
||||||||||||||
|
|||||||||||||||||||||||||||
Revenues, net
|
$
|
59,608
|
|
|
$
|
18,871
|
|
|
$
|
18,496
|
|
|
$
|
21,642
|
|
|
$
|
19,984
|
|
|
$
|
53,744
|
|
|
$
|
192,345
|
|
Cost of revenues (exclusive of depreciation and amortization)
|
39,699
|
|
|
11,966
|
|
|
10,135
|
|
|
13,310
|
|
|
13,629
|
|
|
36,151
|
|
|
124,890
|
|
|||||||
Gross profit
|
$
|
19,909
|
|
|
$
|
6,905
|
|
|
$
|
8,361
|
|
|
$
|
8,332
|
|
|
$
|
6,355
|
|
|
$
|
17,593
|
|
|
$
|
67,455
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
48,800
|
|
|||||||||||||
Foreign exchange gain, interest expense and other income, net
|
|
|
|
|
|
|
|
|
|
|
|
|
5,241
|
|
|||||||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
2,819
|
|
|||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
21,077
|
|
|
Three months ended September 30, 2016
|
|||||||||||||||||||||||||||
|
Insurance
|
|
Healthcare
|
|
TT&L
|
|
F&A
|
|
All Other
|
|
Analytics
|
|
Total
|
|||||||||||||||
Revenues, net
|
$
|
52,801
|
|
|
$
|
15,959
|
|
|
$
|
17,519
|
|
|
$
|
19,858
|
|
|
$
|
23,426
|
|
|
$
|
41,637
|
|
|
$
|
171,200
|
|
|
Cost of revenues (exclusive of depreciation and amortization)
|
37,797
|
|
|
10,887
|
|
|
10,637
|
|
|
12,012
|
|
|
14,655
|
|
|
25,779
|
|
|
111,767
|
|
||||||||
Gross profit
|
$
|
15,004
|
|
|
$
|
5,072
|
|
|
$
|
6,882
|
|
|
$
|
7,846
|
|
|
$
|
8,771
|
|
|
$
|
15,858
|
|
|
$
|
59,433
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
42,074
|
|
||||||||||||||
Foreign exchange gain, interest expense and other income, net
|
|
|
|
|
|
|
|
|
|
|
|
|
4,337
|
|
||||||||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
5,646
|
|
||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
16,050
|
|
|
Nine months ended September 30, 2017
|
||||||||||||||||||||||||||
|
Insurance
|
|
Healthcare
|
|
TT&L
|
|
F&A
|
|
All Other
|
|
Analytics
|
|
Total
|
||||||||||||||
|
|||||||||||||||||||||||||||
Revenues, net
|
$
|
173,784
|
|
|
$
|
56,726
|
|
|
$
|
53,374
|
|
|
$
|
63,694
|
|
|
$
|
62,547
|
|
|
$
|
154,310
|
|
|
$
|
564,435
|
|
Cost of revenues (exclusive of depreciation and amortization)
|
119,004
|
|
|
36,402
|
|
|
30,832
|
|
|
39,163
|
|
|
42,770
|
|
|
102,287
|
|
|
370,458
|
|
|||||||
Gross profit
|
$
|
54,780
|
|
|
$
|
20,324
|
|
|
$
|
22,542
|
|
|
$
|
24,531
|
|
|
$
|
19,777
|
|
|
$
|
52,023
|
|
|
$
|
193,977
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
143,291
|
|
|||||||||||||
Foreign exchange gain, interest expense and other income, net
|
|
|
|
|
|
|
|
|
|
|
|
|
14,759
|
|
|||||||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
7,202
|
|
|||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
58,243
|
|
|
Nine months ended September 30, 2016
|
|||||||||||||||||||||||||||
|
Insurance
|
|
Healthcare
|
|
TT&L
|
|
F&A
|
|
All Other
|
|
Analytics
|
|
Total
|
|||||||||||||||
Revenues, net
|
$
|
151,696
|
|
|
$
|
49,788
|
|
|
$
|
52,623
|
|
|
$
|
58,961
|
|
|
$
|
75,434
|
|
|
$
|
120,212
|
|
|
$
|
508,714
|
|
|
Cost of revenues (exclusive of depreciation and amortization)
|
108,516
|
|
|
32,440
|
|
|
31,901
|
|
|
35,385
|
|
|
47,836
|
|
|
76,094
|
|
|
332,172
|
|
||||||||
Gross profit
|
$
|
43,180
|
|
|
$
|
17,348
|
|
|
$
|
20,722
|
|
|
$
|
23,576
|
|
|
$
|
27,598
|
|
|
$
|
44,118
|
|
|
$
|
176,542
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
126,495
|
|
||||||||||||||
Foreign exchange gain, interest expense and other income, net
|
|
|
|
|
|
|
|
|
|
|
|
|
14,747
|
|
||||||||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
18,549
|
|
||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
46,245
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
BPM and related services
(1)
|
$
|
138,601
|
|
|
$
|
129,563
|
|
|
$
|
410,125
|
|
|
$
|
388,502
|
|
Analytics services
|
53,744
|
|
|
41,637
|
|
|
154,310
|
|
|
120,212
|
|
||||
Total
|
$
|
192,345
|
|
|
$
|
171,200
|
|
|
$
|
564,435
|
|
|
$
|
508,714
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues, net
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
158,501
|
|
|
$
|
137,047
|
|
|
$
|
462,676
|
|
|
$
|
407,272
|
|
Non-United States
|
|
|
|
|
|
|
|
||||||||
United Kingdom
|
26,824
|
|
|
27,993
|
|
|
81,857
|
|
|
84,284
|
|
||||
Rest of World
|
7,020
|
|
|
6,160
|
|
|
19,902
|
|
|
17,158
|
|
||||
Total Non-United States
|
33,844
|
|
|
34,153
|
|
|
101,759
|
|
|
101,442
|
|
||||
|
$
|
192,345
|
|
|
$
|
171,200
|
|
|
$
|
564,435
|
|
|
$
|
508,714
|
|
|
As of
|
||||||
|
September 30, 2017
|
|
December 31, 2016
|
||||
Property, plant and equipment, net
|
|
|
|
||||
India
|
$
|
37,139
|
|
|
$
|
23,362
|
|
United States
|
14,829
|
|
|
10,809
|
|
||
Philippines
|
9,031
|
|
|
11,900
|
|
||
Rest of World
|
2,730
|
|
|
2,958
|
|
||
|
$
|
63,729
|
|
|
$
|
49,029
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Numerators:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
21,077
|
|
|
$
|
16,050
|
|
|
$
|
58,243
|
|
|
$
|
46,245
|
|
Denominators:
|
|
|
|
|
|
|
|
||||||||
Basic weighted average common shares outstanding
|
33,838,374
|
|
|
33,624,401
|
|
|
33,834,392
|
|
|
33,542,258
|
|
||||
Dilutive effect of share based awards
|
1,205,613
|
|
|
1,051,084
|
|
|
1,214,280
|
|
|
970,557
|
|
||||
Diluted weighted average common shares outstanding
|
35,043,987
|
|
|
34,675,485
|
|
|
35,048,672
|
|
|
34,512,815
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.62
|
|
|
$
|
0.48
|
|
|
$
|
1.72
|
|
|
$
|
1.38
|
|
Diluted
|
$
|
0.60
|
|
|
$
|
0.46
|
|
|
$
|
1.66
|
|
|
$
|
1.34
|
|
Weighted average common shares considered anti-dilutive in computing diluted earnings per share
|
—
|
|
|
32,516
|
|
|
151,961
|
|
|
97,574
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Interest and dividend income
|
$
|
322
|
|
|
$
|
354
|
|
|
$
|
1,317
|
|
|
$
|
1,208
|
|
Gain on mutual fund investments
|
2,556
|
|
|
2,562
|
|
|
6,777
|
|
|
6,191
|
|
||||
Change in fair value of earn-out consideration
|
—
|
|
|
—
|
|
|
—
|
|
|
4,060
|
|
||||
Other, net
|
44
|
|
|
(25
|
)
|
|
777
|
|
|
738
|
|
||||
Other income, net
|
$
|
2,922
|
|
|
$
|
2,891
|
|
|
$
|
8,871
|
|
|
$
|
12,197
|
|
|
Estimated useful lives
|
|
As of
|
||||||
|
(Years)
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Owned Assets:
|
|
|
|
|
|
||||
Network equipment and computers
|
3-5
|
|
$
|
73,728
|
|
|
$
|
65,381
|
|
Software
|
3-5
|
|
56,369
|
|
|
44,617
|
|
||
Leasehold improvements
|
3-8
|
|
36,741
|
|
|
31,192
|
|
||
Office furniture and equipment
|
3-8
|
|
18,397
|
|
|
15,426
|
|
||
Motor vehicles
|
2-5
|
|
645
|
|
|
580
|
|
||
Buildings
|
30
|
|
1,218
|
|
|
1,171
|
|
||
Land
|
—
|
|
797
|
|
|
766
|
|
||
Capital work in progress
|
—
|
|
9,624
|
|
|
4,964
|
|
||
|
|
|
197,519
|
|
|
164,097
|
|
||
Less: Accumulated depreciation and amortization
|
|
|
(134,245
|
)
|
|
(115,568
|
)
|
||
|
|
|
$
|
63,274
|
|
|
$
|
48,529
|
|
Assets under capital leases:
|
|
|
|
|
|
||||
Leasehold improvements
|
|
|
$
|
889
|
|
|
$
|
854
|
|
Office furniture and equipment
|
|
|
138
|
|
|
133
|
|
||
Motor vehicles
|
|
|
644
|
|
|
810
|
|
||
|
|
|
1,671
|
|
|
1,797
|
|
||
Less: Accumulated depreciation and amortization
|
|
|
(1,216
|
)
|
|
(1,297
|
)
|
||
|
|
|
$
|
455
|
|
|
$
|
500
|
|
Property, Plant and Equipment, net
|
|
|
$
|
63,729
|
|
|
$
|
49,029
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Depreciation and amortization expense
|
$
|
6,221
|
|
|
$
|
5,749
|
|
|
$
|
18,279
|
|
|
$
|
16,719
|
|
Software - Internally developed:
|
|
|
|
||||
|
As of
|
||||||
|
September 30, 2017
|
|
December 31, 2016
|
||||
Cost
|
$
|
2,364
|
|
|
$
|
2,242
|
|
Less : Accumulated amortization expense
|
791
|
|
|
336
|
|
||
|
$
|
1,573
|
|
|
$
|
1,906
|
|
|
Insurance
|
|
Healthcare
|
|
TT&L
|
|
F&A
|
|
All Other
|
|
Analytics
|
|
Total
|
||||||||||||||
Balance as at January 1, 2016
|
$
|
35,824
|
|
|
$
|
19,276
|
|
|
$
|
13,278
|
|
|
$
|
47,891
|
|
|
$
|
5,326
|
|
|
$
|
49,940
|
|
|
$
|
171,535
|
|
Acquisitions
|
2,510
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,598
|
|
|
16,108
|
|
|||||||
Currency translation adjustments
|
(224
|
)
|
|
—
|
|
|
(295
|
)
|
|
(354
|
)
|
|
—
|
|
|
—
|
|
|
(873
|
)
|
|||||||
Balance as at December 31, 2016
|
$
|
38,110
|
|
|
$
|
19,276
|
|
|
$
|
12,983
|
|
|
$
|
47,537
|
|
|
$
|
5,326
|
|
|
$
|
63,538
|
|
|
$
|
186,770
|
|
Currency translation adjustments
|
204
|
|
|
—
|
|
|
445
|
|
|
534
|
|
|
—
|
|
|
—
|
|
|
1,183
|
|
|||||||
Balance as at September 30, 2017
|
$
|
38,314
|
|
|
$
|
19,276
|
|
|
$
|
13,428
|
|
|
$
|
48,071
|
|
|
$
|
5,326
|
|
|
$
|
63,538
|
|
|
$
|
187,953
|
|
|
As of September 30, 2017
|
||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net Carrying
Amount |
||||||
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|||
Customer relationships
|
$
|
75,372
|
|
|
$
|
(40,975
|
)
|
|
$
|
34,397
|
|
Leasehold benefits
|
2,826
|
|
|
(2,490
|
)
|
|
336
|
|
|||
Developed technology
|
14,314
|
|
|
(8,177
|
)
|
|
6,137
|
|
|||
Non-compete agreements
|
2,045
|
|
|
(1,739
|
)
|
|
306
|
|
|||
Trade names and trademarks
|
5,379
|
|
|
(3,887
|
)
|
|
1,492
|
|
|||
|
$
|
99,936
|
|
|
$
|
(57,268
|
)
|
|
$
|
42,668
|
|
Indefinite-lived intangible assets:
|
|
|
|
|
|
||||||
Trade names and trademarks
|
$
|
900
|
|
|
$
|
—
|
|
|
$
|
900
|
|
Total intangible assets
|
$
|
100,836
|
|
|
$
|
(57,268
|
)
|
|
$
|
43,568
|
|
|
As of December 31, 2016
|
||||||||||
|
Gross
Carrying Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
Finite-lived intangible assets:
|
|
|
|
|
|
||||||
Customer relationships
|
$
|
75,181
|
|
|
$
|
(32,968
|
)
|
|
$
|
42,213
|
|
Leasehold benefits
|
2,715
|
|
|
(2,247
|
)
|
|
468
|
|
|||
Developed technology
|
14,186
|
|
|
(6,468
|
)
|
|
7,718
|
|
|||
Non-compete agreements
|
2,045
|
|
|
(1,612
|
)
|
|
433
|
|
|||
Trade names and trademarks
|
5,360
|
|
|
(3,322
|
)
|
|
2,038
|
|
|||
|
$
|
99,487
|
|
|
$
|
(46,617
|
)
|
|
$
|
52,870
|
|
Indefinite-lived intangible assets:
|
|
|
|
|
|
||||||
Trade names and trademarks
|
$
|
900
|
|
|
$
|
—
|
|
|
$
|
900
|
|
Total intangible assets
|
$
|
100,387
|
|
|
$
|
(46,617
|
)
|
|
$
|
53,770
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Amortization expense
|
$
|
3,487
|
|
|
$
|
2,848
|
|
|
$
|
10,492
|
|
|
$
|
8,281
|
|
Estimated amortization of intangible assets during the next twelve months ending September 30,
|
|||
2018
|
$
|
12,667
|
|
2019
|
11,947
|
|
|
2020
|
5,705
|
|
|
2021
|
3,207
|
|
|
2022
|
2,461
|
|
|
2023 and thereafter
|
6,681
|
|
|
Total
|
$
|
42,668
|
|
|
As of
|
||||||
|
September 30, 2017
|
|
December 31, 2016
|
||||
Derivative instruments
|
$
|
8,236
|
|
|
$
|
3,324
|
|
Advances to suppliers
|
3,681
|
|
|
1,091
|
|
||
Receivables from statutory authorities
|
5,784
|
|
|
11,870
|
|
||
Others
|
4,632
|
|
|
4,883
|
|
||
Other current assets
|
$
|
22,333
|
|
|
$
|
21,168
|
|
|
As of
|
||||||
|
September 30, 2017
|
|
December 31, 2016
|
||||
Accrued expenses
|
$
|
39,250
|
|
|
$
|
30,690
|
|
Derivative instruments
|
1,330
|
|
|
1,430
|
|
||
Client liability account
|
2,090
|
|
|
4,005
|
|
||
Others
|
6,370
|
|
|
7,139
|
|
||
Accrued expenses and other current liabilities
|
$
|
49,040
|
|
|
$
|
43,264
|
|
|
As of
|
||||||
|
September 30, 2017
|
|
December 31, 2016
|
||||
Derivative instruments
|
$
|
1,553
|
|
|
$
|
828
|
|
Unrecognized tax benefits
|
692
|
|
|
3,640
|
|
||
Deferred rent
|
7,890
|
|
|
7,237
|
|
||
Retirement benefits
|
2,917
|
|
|
1,977
|
|
||
Others
|
3,182
|
|
|
1,137
|
|
||
Non-current liabilities
|
$
|
16,234
|
|
|
$
|
14,819
|
|
|
As of
|
||||||
|
September 30, 2017
|
|
December 31, 2016
|
||||
Cumulative currency translation adjustments
|
$
|
(66,486
|
)
|
|
$
|
(77,299
|
)
|
Unrealized gain on cash flow hedges, net of taxes of $3,605 and $1,207
|
7,559
|
|
|
2,740
|
|
||
Retirement benefits, net of taxes of ($265) and ($342)
|
(363
|
)
|
|
(498
|
)
|
||
Accumulated other comprehensive loss
|
$
|
(59,290
|
)
|
|
$
|
(75,057
|
)
|
As of September 30, 2017
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Money market and mutual funds*
|
$
|
146,477
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
146,477
|
|
Derivative financial instruments
|
—
|
|
|
14,395
|
|
|
—
|
|
|
14,395
|
|
||||
Total
|
$
|
146,477
|
|
|
$
|
14,395
|
|
|
$
|
—
|
|
|
$
|
160,872
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
$
|
—
|
|
|
$
|
2,883
|
|
|
$
|
—
|
|
|
$
|
2,883
|
|
Total
|
$
|
—
|
|
|
$
|
2,883
|
|
|
$
|
—
|
|
|
$
|
2,883
|
|
|
|
|
|
|
|
|
|
||||||||
As of December 31, 2016
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Money market and mutual funds
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative financial instruments
|
—
|
|
|
6,318
|
|
|
—
|
|
|
6,318
|
|
||||
Total
|
$
|
—
|
|
|
$
|
6,318
|
|
|
$
|
—
|
|
|
$
|
6,318
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
$
|
—
|
|
|
$
|
2,258
|
|
|
$
|
—
|
|
|
$
|
2,258
|
|
Total
|
$
|
—
|
|
|
$
|
2,258
|
|
|
$
|
—
|
|
|
$
|
2,258
|
|
|
|
|
|
|
|
As of
|
||||||
|
September 30, 2017
|
|
December 31, 2016
|
||||
Other current assets:
|
|
|
|
||||
Foreign currency exchange contracts
|
$
|
8,122
|
|
|
$
|
3,211
|
|
Other assets:
|
|
|
|
||||
Foreign currency exchange contracts
|
$
|
6,159
|
|
|
$
|
2,994
|
|
Accrued expenses and other current liabilities:
|
|
|
|
||||
Foreign currency exchange contracts
|
$
|
1,283
|
|
|
$
|
1,430
|
|
Non-current liabilities:
|
|
|
|
||||
Foreign currency exchange contracts
|
$
|
1,553
|
|
|
$
|
828
|
|
|
As of
|
||||||
|
September 30, 2017
|
|
December 31, 2016
|
||||
Other current assets:
|
|
|
|
||||
Foreign currency exchange contracts
|
$
|
114
|
|
|
$
|
113
|
|
Accrued expenses and other current liabilities:
|
|
|
|
||||
Foreign currency exchange contracts
|
$
|
47
|
|
|
$
|
—
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Derivatives in Cash flow hedging relationship
|
|
|
|
|
|
|
|
||||||||
Gain/(loss) recognized in AOCL on derivative - Effective portion
|
$
|
(719
|
)
|
|
$
|
3,607
|
|
|
$
|
8,774
|
|
|
$
|
4,160
|
|
Gain/(loss) reclassified from AOCL to foreign exchange gain/(loss) - Effective portion
|
$
|
423
|
|
|
$
|
466
|
|
|
$
|
1,557
|
|
|
$
|
872
|
|
Gain/(loss) recognized in foreign exchange gain/(loss) - Ineffective portion
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
||||||||
Gain/(loss) recognized in foreign exchange gain/(loss)
|
$
|
(678
|
)
|
|
$
|
1,382
|
|
|
$
|
2,095
|
|
|
$
|
4,110
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Service cost
|
$
|
491
|
|
|
$
|
402
|
|
|
$
|
1,469
|
|
|
$
|
1,203
|
|
Interest cost
|
166
|
|
|
150
|
|
|
494
|
|
|
449
|
|
||||
Expected return on plan assets
|
(112
|
)
|
|
(104
|
)
|
|
(330
|
)
|
|
(312
|
)
|
||||
Amortization of actuarial loss
|
72
|
|
|
23
|
|
|
212
|
|
|
67
|
|
||||
Net gratuity cost
|
$
|
617
|
|
|
$
|
471
|
|
|
$
|
1,845
|
|
|
$
|
1,407
|
|
Change in Plan Assets
|
|
|
||
Plan assets at January 1, 2017
|
|
$
|
5,640
|
|
Actual return
|
|
341
|
|
|
Employer contribution
|
|
1,694
|
|
|
Benefits paid
|
|
(896
|
)
|
|
Effect of exchange rate changes
|
|
227
|
|
|
Plan assets at September 30, 2017
|
|
$
|
7,006
|
|
During the next twelve months ending September 30,
|
|
||
2018
|
$
|
227
|
|
2019
|
173
|
|
|
2020
|
128
|
|
|
2021
|
72
|
|
|
Total minimum lease payments
|
600
|
|
|
Less: amount representing interest
|
117
|
|
|
Present value of minimum lease payments
|
483
|
|
|
Less: current portion
|
168
|
|
|
Long term capital lease obligation
|
$
|
315
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Rent expense
|
$
|
6,362
|
|
|
$
|
5,445
|
|
|
$
|
18,168
|
|
|
$
|
15,871
|
|
|
As of
|
||||||
|
September 30, 2017
|
|
December 31, 2016
|
||||
Cancelable and non - cancelable operating leases
|
$
|
8,763
|
|
|
$
|
7,915
|
|
Balance as of January 1, 2017
|
$
|
3,087
|
|
Increases related to prior year tax positions
|
—
|
|
|
Decreases related to prior year tax positions
|
(1,720
|
)
|
|
Increases related to current year tax positions
|
—
|
|
|
Decreases related to current year tax positions
|
—
|
|
|
Effect of exchange rate changes
|
85
|
|
|
Balance as of September 30, 2017
|
$
|
1,452
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Cost of revenue
|
$
|
1,109
|
|
|
$
|
795
|
|
|
$
|
3,448
|
|
|
$
|
2,848
|
|
General and administrative expenses
|
2,601
|
|
|
1,905
|
|
|
7,541
|
|
|
6,241
|
|
||||
Selling and marketing expenses
|
1,998
|
|
|
1,784
|
|
|
5,782
|
|
|
5,654
|
|
||||
Total
|
$
|
5,708
|
|
|
$
|
4,484
|
|
|
$
|
16,771
|
|
|
$
|
14,743
|
|
|
Number of
Options |
|
Weighted Avg
Exercise Price |
|
Aggregate
Intrinsic Value |
|
Weighted Avg
Remaining Contractual Life (Years) |
|||||
Outstanding at December 31, 2016
|
811,902
|
|
|
$
|
16.31
|
|
|
$
|
27,718
|
|
|
2.96
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(349,880
|
)
|
|
12.22
|
|
|
|
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding at September 30, 2017
|
462,022
|
|
|
$
|
19.40
|
|
|
$
|
17,980
|
|
|
2.97
|
Vested and exercisable at September 30, 2017
|
462,022
|
|
|
$
|
19.40
|
|
|
$
|
17,980
|
|
|
2.97
|
|
Restricted Stock
|
|
Restricted Stock Units
|
||||||||||
|
Number
|
|
Weighted Avg Grant Date
Fair Value
|
|
Number
|
|
Weighted Avg Grant Date
Fair Value
|
||||||
Outstanding at December 31, 2016*
|
246,940
|
|
|
$
|
42.42
|
|
|
1,256,288
|
|
|
$
|
37.38
|
|
Granted
|
—
|
|
|
—
|
|
|
391,927
|
|
|
48.02
|
|
||
Vested
|
(36,767
|
)
|
|
38.74
|
|
|
(449,977
|
)
|
|
34.69
|
|
||
Forfeited
|
(4,505
|
)
|
|
35.11
|
|
|
(96,140
|
)
|
|
41.03
|
|
||
Outstanding at September 30, 2017*
|
205,668
|
|
|
$
|
43.24
|
|
|
1,102,098
|
|
|
$
|
41.94
|
|
|
|
|
|
|
|
Revenue Based PRSUs
|
|
Market Condition Based PRSUs
|
||||||||||
|
Number
|
|
Weighted Avg Grant Date
Fair Value
|
|
Number
|
|
Weighted Avg Grant Date
Fair Value
|
||||||
Outstanding at December 31, 2016
|
115,174
|
|
|
$
|
41.70
|
|
|
215,171
|
|
|
$
|
47.42
|
|
Granted
|
62,113
|
|
|
47.73
|
|
|
62,100
|
|
|
54.10
|
|
||
Vested
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
(8,595
|
)
|
|
43.96
|
|
|
(8,595
|
)
|
|
59.40
|
|
||
Outstanding at September 30, 2017
|
168,692
|
|
|
$
|
43.81
|
|
|
268,676
|
|
|
$
|
48.58
|
|
•
|
our dependence on a limited number of clients in a limited number of industries;
|
•
|
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 including in a timely manner;
|
•
|
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;
|
•
|
any changes in the senior management team;
|
•
|
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;
|
•
|
changes in tax laws or decisions regarding repatriation of funds held abroad;
|
•
|
ability to service debt or obtain additional financing on favorable terms;
|
•
|
legal liability arising out of customer contracts;
|
•
|
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.
|
•
|
Insurance
|
•
|
Healthcare
|
•
|
Travel, Transportation and Logistics (“TT&L”)
|
•
|
Finance and Accounting (“F&A”), and
|
•
|
Analytics
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(dollars in millions)
|
|
(dollars in millions)
|
||||||||||||
Revenues, net
|
$
|
192.3
|
|
|
$
|
171.2
|
|
|
$
|
564.4
|
|
|
$
|
508.7
|
|
Cost of revenues (exclusive of depreciation and amortization)
|
124.9
|
|
|
111.8
|
|
|
370.5
|
|
|
332.2
|
|
||||
Gross profit
|
67.4
|
|
|
59.4
|
|
|
193.9
|
|
|
176.5
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
General and administrative expenses
|
26.9
|
|
|
21.9
|
|
|
75.8
|
|
|
63.6
|
|
||||
Selling and marketing expenses
|
12.2
|
|
|
11.6
|
|
|
38.7
|
|
|
37.9
|
|
||||
Depreciation and amortization
|
9.7
|
|
|
8.6
|
|
|
28.8
|
|
|
25.0
|
|
||||
Total operating expenses
|
48.8
|
|
|
42.1
|
|
|
143.3
|
|
|
126.5
|
|
||||
Income from operations
|
18.6
|
|
|
17.3
|
|
|
50.6
|
|
|
50.0
|
|
||||
Foreign exchange gain, net
|
2.8
|
|
|
1.7
|
|
|
7.3
|
|
|
3.6
|
|
||||
Interest expense
|
(0.4
|
)
|
|
(0.3
|
)
|
|
(1.4
|
)
|
|
(1.0
|
)
|
||||
Other income, net
|
2.9
|
|
|
2.9
|
|
|
8.9
|
|
|
12.2
|
|
||||
Income before income tax expense
|
23.9
|
|
|
21.6
|
|
|
65.4
|
|
|
64.8
|
|
||||
Income tax expense
|
2.8
|
|
|
5.6
|
|
|
7.2
|
|
|
18.5
|
|
||||
Net income
|
$
|
21.1
|
|
|
$
|
16.0
|
|
|
$
|
58.2
|
|
|
$
|
46.3
|
|
|
Three months ended September 30,
|
|
|
|
Percentage
change
|
|||||||||
|
2017
|
|
2016
|
|
Change
|
|
||||||||
|
(dollars in millions)
|
|
|
|
|
|||||||||
Insurance
|
$
|
59.6
|
|
|
$
|
52.8
|
|
|
$
|
6.8
|
|
|
12.9
|
%
|
Healthcare
|
18.9
|
|
|
16.0
|
|
|
2.9
|
|
|
18.2
|
%
|
|||
Travel, Transportation and Logistics
|
18.5
|
|
|
17.5
|
|
|
1.0
|
|
|
5.6
|
%
|
|||
Finance and Accounting
|
21.6
|
|
|
19.9
|
|
|
1.7
|
|
|
9.0
|
%
|
|||
All Other
|
20.0
|
|
|
23.4
|
|
|
(3.4
|
)
|
|
(14.7
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Analytics
|
53.7
|
|
|
41.6
|
|
|
12.1
|
|
|
29.1
|
%
|
|||
Total revenues, net
|
$
|
192.3
|
|
|
$
|
171.2
|
|
|
$
|
21.1
|
|
|
12.4
|
%
|
|
Cost of Revenues
|
|
Gross Margin
|
||||||||||||||||||||
|
Three months ended September 30,
|
|
|
|
Percentage
change
|
|
Three months ended September 30,
|
|
Change
|
||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
|
2017
|
|
2016
|
|
||||||||||||
|
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Insurance
|
$
|
39.7
|
|
|
$
|
37.8
|
|
|
$
|
1.9
|
|
|
5.0
|
%
|
|
33.4
|
%
|
|
28.4
|
%
|
|
5.0
|
%
|
Healthcare
|
12.0
|
|
|
10.9
|
|
|
1.1
|
|
|
9.9
|
%
|
|
36.6
|
%
|
|
31.8
|
%
|
|
4.8
|
%
|
|||
TT&L
|
10.1
|
|
|
10.6
|
|
|
(0.5
|
)
|
|
(4.7
|
)%
|
|
45.2
|
%
|
|
39.3
|
%
|
|
5.9
|
%
|
|||
F & A
|
13.3
|
|
|
12.0
|
|
|
1.3
|
|
|
10.8
|
%
|
|
38.5
|
%
|
|
39.5
|
%
|
|
(1.0
|
)%
|
|||
All Other
|
13.6
|
|
|
14.7
|
|
|
(1.1
|
)
|
|
(7.0
|
)%
|
|
31.8
|
%
|
|
37.4
|
%
|
|
(5.6
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Analytics
|
36.2
|
|
|
25.8
|
|
|
10.4
|
|
|
40.2
|
%
|
|
32.7
|
%
|
|
38.1
|
%
|
|
(5.4
|
)%
|
|||
Total
|
$
|
124.9
|
|
|
$
|
111.8
|
|
|
$
|
13.1
|
|
|
11.7
|
%
|
|
35.1
|
%
|
|
34.7
|
%
|
|
0.4
|
%
|
|
Three months ended September 30,
|
|
|
|
Percentage
change
|
|||||||||
|
2017
|
|
2016
|
|
Change
|
|
||||||||
|
(dollars in millions)
|
|
|
|
|
|||||||||
General and administrative expenses
|
$
|
26.9
|
|
|
$
|
21.9
|
|
|
$
|
5.0
|
|
|
23.0
|
%
|
Selling and marketing expenses
|
12.2
|
|
|
11.6
|
|
|
0.6
|
|
|
5.2
|
%
|
|||
Selling, general and administrative expenses
|
$
|
39.1
|
|
|
$
|
33.5
|
|
|
$
|
5.6
|
|
|
16.8
|
%
|
As a percentage of revenues
|
20.3
|
%
|
|
19.6
|
%
|
|
|
|
|
|
Three months ended September 30,
|
|
|
|
Percentage
change
|
|||||||||
|
2017
|
|
2016
|
|
Change
|
|
||||||||
|
(dollars in millions)
|
|
|
|
|
|||||||||
Depreciation expense
|
$
|
6.2
|
|
|
$
|
5.7
|
|
|
$
|
0.5
|
|
|
8.2
|
%
|
Intangible amortization expense
|
3.5
|
|
|
2.9
|
|
|
0.6
|
|
|
22.4
|
%
|
|||
Depreciation and amortization expense
|
$
|
9.7
|
|
|
$
|
8.6
|
|
|
$
|
1.1
|
|
|
12.9
|
%
|
As a percentage of revenues
|
5.0
|
%
|
|
5.0
|
%
|
|
|
|
|
|
Nine months ended September 30,
|
|
|
|
Percentage
change
|
|||||||||
|
2017
|
|
2016
|
|
Change
|
|
||||||||
|
(dollars in millions)
|
|
|
|
|
|||||||||
Insurance
|
$
|
173.8
|
|
|
$
|
151.7
|
|
|
$
|
22.1
|
|
|
14.6
|
%
|
Healthcare
|
56.7
|
|
|
49.8
|
|
|
6.9
|
|
|
13.9
|
%
|
|||
Travel, Transportation and Logistics
|
53.4
|
|
|
52.6
|
|
|
0.8
|
|
|
1.4
|
%
|
|||
Finance and Accounting
|
63.7
|
|
|
59.0
|
|
|
4.7
|
|
|
8.0
|
%
|
|||
All Other
|
62.5
|
|
|
75.4
|
|
|
(12.9
|
)
|
|
(17.1
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Analytics
|
154.3
|
|
|
120.2
|
|
|
34.1
|
|
|
28.4
|
%
|
|||
Total revenues, net
|
$
|
564.4
|
|
|
$
|
508.7
|
|
|
$
|
55.7
|
|
|
11.0
|
%
|
|
Cost of Revenues
|
|
Gross Margin
|
||||||||||||||||||||
|
Nine months ended September 30,
|
|
|
|
Percentage
change
|
|
Nine months ended September 30,
|
|
Change
|
||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
|
2017
|
|
2016
|
|
||||||||||||
|
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Insurance
|
$
|
119.0
|
|
|
$
|
108.5
|
|
|
$
|
10.5
|
|
|
9.7
|
%
|
|
31.5
|
%
|
|
28.5
|
%
|
|
3.0
|
%
|
Healthcare
|
36.4
|
|
|
32.5
|
|
|
3.9
|
|
|
12.2
|
%
|
|
35.8
|
%
|
|
34.8
|
%
|
|
1.0
|
%
|
|||
TT&L
|
30.8
|
|
|
31.9
|
|
|
(1.1
|
)
|
|
(3.4
|
)%
|
|
42.2
|
%
|
|
39.4
|
%
|
|
2.8
|
%
|
|||
F & A
|
39.2
|
|
|
35.4
|
|
|
3.8
|
|
|
10.7
|
%
|
|
38.5
|
%
|
|
40.0
|
%
|
|
(1.5
|
)%
|
|||
All Other
|
42.8
|
|
|
47.8
|
|
|
(5.0
|
)
|
|
(10.6
|
)%
|
|
31.6
|
%
|
|
36.6
|
%
|
|
(5.0
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Analytics
|
102.3
|
|
|
76.1
|
|
|
26.2
|
|
|
34.4
|
%
|
|
33.7
|
%
|
|
36.7
|
%
|
|
(3.0
|
)%
|
|||
Total
|
$
|
370.5
|
|
|
$
|
332.2
|
|
|
$
|
38.3
|
|
|
11.5
|
%
|
|
34.4
|
%
|
|
34.7
|
%
|
|
(0.3
|
)%
|
|
Nine months ended September 30,
|
|
|
|
Percentage
change
|
|||||||||
|
2017
|
|
2016
|
|
Change
|
|
||||||||
|
(dollars in millions)
|
|
|
|
|
|||||||||
General and administrative expenses
|
$
|
75.8
|
|
|
$
|
63.6
|
|
|
$
|
12.2
|
|
|
19.2
|
%
|
Selling and marketing expenses
|
38.7
|
|
|
37.9
|
|
|
0.8
|
|
|
2.2
|
%
|
|||
Selling, general and administrative expenses
|
$
|
114.5
|
|
|
$
|
101.5
|
|
|
$
|
13.0
|
|
|
12.8
|
%
|
As a percentage of revenues
|
20.3
|
%
|
|
20.0
|
%
|
|
|
|
|
|
Nine months ended September 30,
|
|
|
|
Percentage
change
|
|||||||||
|
2017
|
|
2016
|
|
Change
|
|
||||||||
|
(dollars in millions)
|
|
|
|
|
|||||||||
Depreciation expense
|
$
|
18.3
|
|
|
$
|
16.7
|
|
|
$
|
1.6
|
|
|
9.3
|
%
|
Intangible amortization expense
|
10.5
|
|
|
8.3
|
|
|
2.2
|
|
|
26.7
|
%
|
|||
Depreciation and amortization expense
|
$
|
28.8
|
|
|
$
|
25.0
|
|
|
$
|
3.8
|
|
|
15.1
|
%
|
As a percentage of revenues
|
5.1
|
%
|
|
4.9
|
%
|
|
|
|
|
|
Nine months ended September 30,
|
|
|
|
Percentage
change
|
|||||||||
|
2017
|
|
2016
|
|
Change
|
|
||||||||
|
(dollars in millions)
|
|
|
|
|
|||||||||
Interest and dividend income
|
$
|
1.3
|
|
|
$
|
1.2
|
|
|
$
|
0.1
|
|
|
9.0
|
%
|
Gain on mutual fund investments
|
6.8
|
|
|
6.2
|
|
|
0.6
|
|
|
9.5
|
%
|
|||
Change in fair value of earn-out consideration
|
—
|
|
|
4.1
|
|
|
(4.1
|
)
|
|
(100.0
|
)%
|
|||
Other, net
|
0.8
|
|
|
0.7
|
|
|
0.1
|
|
|
5.3
|
%
|
|||
Other income, net
|
$
|
8.9
|
|
|
$
|
12.2
|
|
|
$
|
(3.3
|
)
|
|
(27.3
|
)%
|
|
Nine months ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
|
(dollars in millions)
|
||||||
Opening cash and cash equivalents
|
$
|
213.2
|
|
|
$
|
205.3
|
|
Net cash provided by operating activities
|
72.2
|
|
|
56.0
|
|
||
Net cash used for investing activities
|
(171.2
|
)
|
|
(126.2
|
)
|
||
Net cash used for financing activities
|
(28.2
|
)
|
|
(34.2
|
)
|
||
Effect of exchange rate changes
|
1.7
|
|
|
(2.5
|
)
|
||
Closing cash and cash equivalents
|
$
|
87.7
|
|
|
$
|
98.4
|
|
|
|
Payment Due by Period
|
|
|
||||||||||||||||
|
|
Less than
|
|
1-3
|
|
4-5
|
|
After
|
|
|
||||||||||
|
|
1 year
|
|
years
|
|
years
|
|
5 years
|
|
Total
|
||||||||||
|
|
(dollars in millions)
|
||||||||||||||||||
Capital leases
|
|
$
|
0.2
|
|
|
$
|
0.3
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.6
|
|
Operating leases
|
|
10.5
|
|
|
13.3
|
|
|
4.3
|
|
|
0.9
|
|
|
29.0
|
|
|||||
Purchase obligations
|
|
7.2
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
7.4
|
|
|||||
Other obligations
(a)
|
|
2.8
|
|
|
4.6
|
|
|
3.7
|
|
|
5.2
|
|
|
16.3
|
|
|||||
Borrowings
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal payments
|
|
—
|
|
|
45.0
|
|
|
—
|
|
|
—
|
|
|
45.0
|
|
|||||
Interest Payments
(b)
|
|
1.3
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
|||||
Total contractual cash obligations
(c)
|
|
$
|
22.0
|
|
|
$
|
64.7
|
|
|
$
|
8.1
|
|
|
$
|
6.1
|
|
|
$
|
100.9
|
|
|
|
(a)
|
Represents estimated payments under the Gratuity Plan.
|
(b)
|
Interest on borrowings is calculated based on the effective interest rate on the outstanding borrowings as of
September 30, 2017
.
|
(c)
|
Excludes
$1.5 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 |
|
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
(1)
|
||||
July 1, 2017 through July 31, 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,684,088
|
|
August 1, 2017 through August 31, 2017
|
|
107,633
|
|
|
56.12
|
|
|
107,633
|
|
|
13,643,362
|
|
September 1, 2017 through September 30, 2017
|
|
52,400
|
|
|
56.55
|
|
|
52,400
|
|
|
10,680,041
|
|
Total
|
|
160,033
|
|
|
56.26
|
|
|
160,033
|
|
|
—
|
|
|
|
|
|
|
Date: October 26, 2017
|
EXLSERVICE HOLDINGS, INC.
|
||
|
|
|
|
|
By:
|
|
/
S
/ V
ISHAL
C
HHIBBAR
|
|
|
|
Vishal Chhibbar
Chief Financial Officer
(Duly Authorized Signatory, Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
10.1
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
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
|
|
|
|
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 26, 2017
|
/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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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Date: October 26, 2017
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/s/ Vishal Chhibbar
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Vishal Chhibbar
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Chief Financial Officer
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(a)
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the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(b)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Rohit Kapoor
|
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Rohit Kapoor
|
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Vice-Chairman and Chief Executive Officer
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|
|
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October 26, 2017
|
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(a)
|
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(b)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Vishal Chhibbar
|
|
Vishal Chhibbar
|
|
Chief Financial Officer
|
|
|
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October 26, 2017
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