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ý
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ANNUAL 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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Title of Each Class:
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Name of Each Exchange on Which Registered:
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Common Stock, par value $0.001 per share
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NASDAQ Global Select Market
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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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¨
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Smaller reporting company
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¨
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Page
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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ITEM 15.
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•
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Insurance,
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•
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Healthcare,
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•
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Travel, Transportation and Logistics,
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•
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Finance and Accounting,
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•
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Analytics, and
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•
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All Other (consisting of our remaining operating segments, including our Banking and Financial Services, Utilities and Consulting operating segments).
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•
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Advanced natural language understanding and deep learning models to address unstructured text and data,
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•
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Computer-assisted vision and deep learning-based image analytics to analyze photos and videos, and
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•
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Advanced pattern recognition techniques to identify consumer behavior triggers embedded in multiple formats of data.
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•
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Increasing the depth and breadth of the services we provide across new client business, functions and geographies;
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•
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Offering the full suite of EXL services that includes operations management (including consulting; digital transformation) and analytics; and
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•
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Supporting our clients’ geographic expansion leveraging our global footprint.
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•
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BPM service companies with delivery capability in offshore locations, particularly India, such as Genpact Limited and WNS (Holdings) Limited;
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•
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BPM divisions of large global IT service companies, such as Accenture, Cognizant Technology Solutions, Infosys and Tata Consultancy Services;
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•
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Niche providers that provide services in a specific geographic market, industry or service area such as analytics or healthcare; and
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•
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Leading accounting and management consulting firms.
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ITEM 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Period
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Total Number of Shares Purchased
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Average Price Paid per Share
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Total Number of Shares Purchased as Part of Publicly
Announced Plans or Programs |
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Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
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||||||
October 1, 2018 through October 31, 2018
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55,493
|
|
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$
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62.79
|
|
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55,493
|
|
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$
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6,513,019
|
|
November 1, 2018 through November 30, 2018
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|
65,700
|
|
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$
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56.23
|
|
|
65,700
|
|
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$
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2,818,571
|
|
December 1, 2018 through December 31, 2018
(1)
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|
56,192
|
|
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$
|
55.83
|
|
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50,392
|
|
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$
|
13,032
|
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Total
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177,385
|
|
|
$
|
58.16
|
|
|
171,585
|
|
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—
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Plan Category
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Number of Securities
to be Issued Upon
Exercise/Vesting of
Outstanding
Options, Warrants and Rights*
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Weighted
Average Exercise
Price of
Outstanding
Options, Warrants and Rights
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Number of Securities
Remaining Available for Future
Issuance Under Equity
Compensation Plans (Excluding Securities
Reflected in Column 1)
|
||||
Equity compensation plans approved by security holders
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1,472,495
|
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$
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20.21
|
|
|
3,207,975
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
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—
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Total
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1,472,495
|
|
|
$
|
20.21
|
|
|
3,207,975
|
|
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*
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This includes outstanding options and unvested Restricted Stock Units, which include Time-Based Restricted Stock Units and Performance Restricted Stock Units. See Note 24 to our consolidated financial statements for further details.
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•
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worldwide political, economic or business conditions;
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•
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negative public reaction in the U.S. or elsewhere to offshore outsourcing;
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•
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fluctuations in our earnings;
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•
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our ability to attract and retain clients including in a timely manner;
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•
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our ability to successfully consummate or integrate strategic acquisitions;
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•
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restrictions on immigration;
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•
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our ability to hire and retain enough sufficiently trained employees to support our operations;
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•
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our ability to grow our business or effectively manage growth and international operations;
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•
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any changes in the senior management team;
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•
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increasing competition in our industry;
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•
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telecommunications or technology disruptions;
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•
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our ability to withstand the loss of a significant customer;
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•
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our ability to realize the entire book value of goodwill and other intangible assets from acquisitions;
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•
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regulatory, legislative and judicial developments, including changes to or the withdrawal of governmental fiscal incentives;
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•
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changes in tax laws or decisions regarding repatriation of funds held abroad;
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•
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ability to service debt or obtain additional financing on favorable terms;
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•
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legal liability arising out of customer contracts;
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•
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technological innovation;
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•
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political or economic instability in the geographies in which we operate;
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•
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cyber security incidents, data breaches, or other unauthorized disclosure of sensitive or confidential client and customer data; and
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•
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adverse outcome of our disputes with the Indian tax authorities.
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•
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Insurance,
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•
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Healthcare,
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•
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Travel, Transportation and Logistics,
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•
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Finance and Accounting,
|
•
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Analytics, and
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•
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All Other (consisting of our remaining operating segments, including our Banking and Financial Services, Utilities and Consulting operating segments).
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•
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employee costs, which include salary, bonus and other compensation expenses; recruitment and training costs; employee insurance; transport; rewards and recognition for certain employees; and non-cash stock compensation expense; and
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•
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costs relating to our facilities and communications network, which include telecommunication and IT costs; facilities and customer management support; operational expenses for our operations centers; rent expenses; and
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•
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travel and other billable costs to our clients; and
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•
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costs relating to our direct mail operations and other digital solutions.
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i.
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a) Revenues under time-and-material, transaction and outcome-based contracts are recognized as the services are performed. Revenues are recognized net of any penalties or service credits that are due to a client.
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ii.
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Revenues for our fixed-price contracts are recognized using the time-elapsed output method because we transfer control evenly during execution of our projects. Determining a measure of progress requires management to make judgments that affect the timing of revenue recognized. We regularly monitor our estimates for progress on completion of a project and record changes in the period in which a change in an estimate is determined. If a change in an estimate results in a projected loss on a project, such loss is recognized in the period in which it is identified.
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iii.
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Revenues from our software and related services contracts, which are not significant, are primarily related to maintenance renewals or incremental license fees for additional users. Maintenance revenues are generally recognized on a straight-line basis over the annual contract term. Fees for incremental license fees without any associated services are recognized upon delivery of the related incremental license.
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Year ended December 31,
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||||||||||
|
2018
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|
2017
(2)
|
|
2016
(2)
|
||||||
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(dollars in millions)
|
||||||||||
Revenues, net
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$
|
883.1
|
|
|
$
|
762.3
|
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$
|
686.0
|
|
Cost of revenues
(1)(2)
|
584.8
|
|
|
495.1
|
|
|
447.7
|
|
|||
Gross profit
(1)
|
298.3
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|
267.2
|
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|
238.3
|
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|||
Operating expenses:
|
|
|
|
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|
||||||
General and administrative expenses
(2)
|
116.2
|
|
|
102.6
|
|
|
88.6
|
|
|||
Selling and marketing expenses
(2)
|
63.6
|
|
|
53.4
|
|
|
50.6
|
|
|||
Depreciation and amortization
|
48.6
|
|
|
38.5
|
|
|
34.6
|
|
|||
Impairment charges
|
20.1
|
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
(2)
|
248.5
|
|
|
194.5
|
|
|
173.8
|
|
|||
Income from operations
|
49.8
|
|
|
72.7
|
|
|
64.5
|
|
|||
Foreign exchange gain, net
|
4.8
|
|
|
2.8
|
|
|
5.6
|
|
|||
Interest expense
|
(7.2
|
)
|
|
(1.9
|
)
|
|
(1.3
|
)
|
|||
Other income, net
(2)
|
13.0
|
|
|
11.4
|
|
|
15.1
|
|
|||
Income before income tax expense
|
60.4
|
|
|
85.0
|
|
|
83.9
|
|
|||
Income tax expense
|
3.4
|
|
|
36.1
|
|
|
22.2
|
|
|||
Loss from equity-method investment
|
0.3
|
|
|
—
|
|
|
—
|
|
|||
Net income attributable to ExlService Holdings, Inc. stockholders
|
$
|
56.7
|
|
|
$
|
48.9
|
|
|
$
|
61.7
|
|
|
Year ended December 31,
|
|
|
|
Percentage
change
|
|||||||||
|
2018
|
|
2017
|
|
Change
|
|
||||||||
|
(dollars in millions)
|
|
|
|
|
|||||||||
Insurance
|
$
|
258.1
|
|
|
$
|
234.8
|
|
|
$
|
23.3
|
|
|
9.9
|
%
|
Healthcare
|
84.4
|
|
|
77.0
|
|
|
7.4
|
|
|
9.6
|
%
|
|||
Travel, Transportation and Logistics
|
70.2
|
|
|
71.0
|
|
|
(0.8
|
)
|
|
(1.0
|
)%
|
|||
Finance and Accounting
|
97.9
|
|
|
86.5
|
|
|
11.4
|
|
|
13.2
|
%
|
|||
All Other
|
87.2
|
|
|
83.1
|
|
|
4.1
|
|
|
4.8
|
%
|
|||
Analytics
|
285.3
|
|
|
209.9
|
|
|
75.4
|
|
|
35.9
|
%
|
|||
Total revenues, net
|
$
|
883.1
|
|
|
$
|
762.3
|
|
|
$
|
120.8
|
|
|
15.8
|
%
|
|
Cost of Revenues
|
|
Gross Margin
|
||||||||||||||||||||
|
Year ended December 31,
|
|
|
|
Percentage
change
|
|
Year ended December 31,
|
|
|
||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
|
2018
|
|
2017
|
|
Change
|
|||||||||||
|
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Insurance
|
$
|
174.9
|
|
|
$
|
159.4
|
|
|
$
|
15.5
|
|
|
9.7
|
%
|
|
32.2
|
%
|
|
32.1
|
%
|
|
0.1
|
%
|
Healthcare
|
66.8
|
|
|
49.4
|
|
|
17.4
|
|
|
35.1
|
%
|
|
20.9
|
%
|
|
35.8
|
%
|
|
(14.9
|
)%
|
|||
TT&L
|
41.1
|
|
|
41.3
|
|
|
(0.2
|
)
|
|
(0.7
|
)%
|
|
41.5
|
%
|
|
41.7
|
%
|
|
(0.2
|
)%
|
|||
F&A
|
59.2
|
|
|
51.4
|
|
|
7.8
|
|
|
15.2
|
%
|
|
39.6
|
%
|
|
40.6
|
%
|
|
(1.0
|
)%
|
|||
All Other
|
58.2
|
|
|
56.6
|
|
|
1.6
|
|
|
3.0
|
%
|
|
33.0
|
%
|
|
31.8
|
%
|
|
1.2
|
%
|
|||
Analytics
|
184.6
|
|
|
137.0
|
|
|
47.6
|
|
|
34.8
|
%
|
|
35.3
|
%
|
|
34.8
|
%
|
|
0.5
|
%
|
|||
Total
|
$
|
584.8
|
|
|
$
|
495.1
|
|
|
$
|
89.7
|
|
|
18.1
|
%
|
|
33.8
|
%
|
|
35.0
|
%
|
|
(1.2
|
)%
|
|
Year ended December 31,
|
|
|
|
Percentage
change
|
|||||||||
|
2018
|
|
2017
|
|
Change
|
|
||||||||
|
(dollars in millions)
|
|
|
|
|
|||||||||
General and administrative expenses
|
$
|
116.2
|
|
|
$
|
102.6
|
|
|
$
|
13.6
|
|
|
13.4
|
%
|
Selling and marketing expenses
|
63.6
|
|
|
53.4
|
|
|
10.2
|
|
|
19.2
|
%
|
|||
Selling, general and administrative expenses
|
$
|
179.8
|
|
|
$
|
156.0
|
|
|
$
|
23.8
|
|
|
15.3
|
%
|
As a percentage of revenues
|
20.4
|
%
|
|
20.5
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
Percentage
change
|
|||||||||
|
2018
|
|
2017
|
|
Change
|
|
||||||||
|
(dollars in millions)
|
|
|
|
|
|||||||||
Depreciation expense
|
$
|
28.2
|
|
|
$
|
24.5
|
|
|
$
|
3.7
|
|
|
14.7
|
%
|
Intangible amortization expense
|
20.4
|
|
|
14.0
|
|
|
6.4
|
|
|
45.8
|
%
|
|||
Depreciation and amortization expense
|
$
|
48.6
|
|
|
$
|
38.5
|
|
|
$
|
10.1
|
|
|
26.0
|
%
|
As a percentage of revenues
|
5.5
|
%
|
|
5.1
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
Percentage
change
|
||||||||
|
2018
|
|
2017
|
|
Change
|
|
|||||||
|
(dollars in millions)
|
|
|
|
|
||||||||
Impairment charges
|
$
|
20.1
|
|
|
$
|
—
|
|
|
$
|
20.1
|
|
|
N/A
|
As a percentage of revenues
|
2.3
|
%
|
|
—
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
Percentage
change
|
|||||||||
|
2018
|
|
2017
|
|
Change
|
|
||||||||
|
(dollars in millions)
|
|
|
|
|
|||||||||
Interest and dividend income
|
$
|
1.9
|
|
|
$
|
1.6
|
|
|
$
|
0.3
|
|
|
15.3
|
%
|
Gain on sale and mark-to-market of mutual funds
|
10.0
|
|
|
8.8
|
|
|
1.2
|
|
|
13.7
|
%
|
|||
Others, net
|
1.1
|
|
|
1.0
|
|
|
0.1
|
|
|
18.3
|
%
|
|||
Other income, net
|
$
|
13.0
|
|
|
$
|
11.4
|
|
|
$
|
1.6
|
|
|
14.3
|
%
|
|
Year ended December 31,
|
|
|
|
Percentage
change |
|||||||||
|
2017
|
|
2016
|
|
Change
|
|
||||||||
|
(dollars in millions)
|
|
|
|
|
|||||||||
Insurance
|
$
|
234.8
|
|
|
$
|
206.3
|
|
|
$
|
28.5
|
|
|
13.8
|
%
|
Healthcare
|
77.0
|
|
|
68.7
|
|
|
8.3
|
|
|
12.2
|
%
|
|||
Travel, Transportation and Logistics
|
71.0
|
|
|
69.4
|
|
|
1.6
|
|
|
2.3
|
%
|
|||
Finance and Accounting
|
86.5
|
|
|
79.4
|
|
|
7.1
|
|
|
9.0
|
%
|
|||
All Other
|
83.1
|
|
|
96.5
|
|
|
(13.4
|
)
|
|
(13.9
|
)%
|
|||
Analytics
|
209.9
|
|
|
165.7
|
|
|
44.2
|
|
|
26.7
|
%
|
|||
Total revenues, net
|
$
|
762.3
|
|
|
$
|
686.0
|
|
|
$
|
76.3
|
|
|
11.1
|
%
|
|
Cost of Revenues
|
|
Gross Margin
|
||||||||||||||||||||
|
Year ended December 31,
|
|
|
|
Percentage
change |
|
Year ended December 31,
|
|
|||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
|
2017
|
|
2016
|
|
Change
|
|||||||||||
|
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Insurance
|
$
|
159.4
|
|
|
$
|
146.2
|
|
|
$
|
13.2
|
|
|
9.1
|
%
|
|
32.1
|
%
|
|
29.2
|
%
|
|
2.9
|
%
|
Healthcare
|
49.4
|
|
|
44.1
|
|
|
5.3
|
|
|
12.1
|
%
|
|
35.8
|
%
|
|
35.8
|
%
|
|
—
|
%
|
|||
TT&L
|
41.3
|
|
|
41.9
|
|
|
(0.6
|
)
|
|
(1.4
|
)%
|
|
41.7
|
%
|
|
39.6
|
%
|
|
2.1
|
%
|
|||
F&A
|
51.4
|
|
|
48.2
|
|
|
3.2
|
|
|
6.4
|
%
|
|
40.6
|
%
|
|
39.2
|
%
|
|
1.4
|
%
|
|||
All Other
|
56.6
|
|
|
61.0
|
|
|
(4.4
|
)
|
|
(7.2
|
)%
|
|
31.8
|
%
|
|
36.8
|
%
|
|
(5.0
|
)%
|
|||
Analytics
|
137.0
|
|
|
106.3
|
|
|
30.7
|
|
|
28.8
|
%
|
|
34.8
|
%
|
|
35.9
|
%
|
|
(1.1
|
)%
|
|||
Total
|
$
|
495.1
|
|
|
$
|
447.7
|
|
|
$
|
47.4
|
|
|
10.6
|
%
|
|
35.0
|
%
|
|
34.7
|
%
|
|
0.3
|
%
|
|
Year ended December 31,
|
|
|
|
Percentage
change
|
|||||||||
|
2017
|
|
2016
|
|
Change
|
|
||||||||
|
(dollars in millions)
|
|
|
|
|
|||||||||
General and administrative expenses
|
$
|
102.6
|
|
|
$
|
88.6
|
|
|
$
|
14.0
|
|
|
15.7
|
%
|
Selling and marketing expenses
|
53.4
|
|
|
50.6
|
|
|
2.8
|
|
|
5.5
|
%
|
|||
Selling, general and administrative expenses
|
$
|
156.0
|
|
|
$
|
139.2
|
|
|
$
|
16.8
|
|
|
12.1
|
%
|
As a percentage of revenues
|
20.5
|
%
|
|
20.3
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
Percentage
change
|
|||||||||
|
2017
|
|
2016
|
|
Change
|
|
||||||||
|
(dollars in millions)
|
|
|
|
|
|||||||||
Depreciation expense
|
$
|
24.5
|
|
|
$
|
22.7
|
|
|
$
|
1.8
|
|
|
8.2
|
%
|
Intangible amortization expense
|
14.0
|
|
|
11.9
|
|
|
2.1
|
|
|
17.7
|
%
|
|||
Depreciation and amortization expense
|
$
|
38.5
|
|
|
$
|
34.6
|
|
|
$
|
3.9
|
|
|
11.5
|
%
|
As a percentage of revenues
|
5.1
|
%
|
|
5.0
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
Percentage
change
|
|||||||||
|
2017
|
|
2016
|
|
Change
|
|
||||||||
|
(dollars in millions)
|
|
|
|
|
|||||||||
Interest and dividend income
|
$
|
1.6
|
|
|
$
|
1.7
|
|
|
$
|
(0.1
|
)
|
|
(2.9
|
)%
|
Gain on sale and mark-to-market of mutual funds
|
8.8
|
|
|
8.1
|
|
|
0.7
|
|
|
8.4
|
%
|
|||
Change in fair value of earn out consideration
|
—
|
|
|
4.1
|
|
|
(4.1
|
)
|
|
(100.0
|
)%
|
|||
Others, net
|
1.0
|
|
|
1.2
|
|
|
(0.2
|
)
|
|
(26.4
|
)%
|
|||
Other income, net
|
$
|
11.4
|
|
|
$
|
15.1
|
|
|
$
|
(3.7
|
)
|
|
(24.9
|
)%
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(dollars in millions)
|
||||||||||
Opening cash, cash equivalents and restricted cash
|
$
|
94.3
|
|
|
$
|
220.4
|
|
|
$
|
210.5
|
|
Net cash provided by operating activities
|
92.4
|
|
|
113.2
|
|
|
102.4
|
|
|||
Net cash used for investing activities
|
(277.5
|
)
|
|
(222.7
|
)
|
|
(54.7
|
)
|
|||
Net cash provided by/(used for) financing activities
|
197.8
|
|
|
(20.5
|
)
|
|
(32.7
|
)
|
|||
Effect of exchange rate changes
|
(2.9
|
)
|
|
3.9
|
|
|
(5.1
|
)
|
|||
Closing cash and cash equivalents and restricted cash
|
$
|
104.1
|
|
|
$
|
94.3
|
|
|
$
|
220.4
|
|
|
|
Payment Due by Period
|
|
|
||||||||||||||||
|
|
Less than
|
|
1-3
|
|
4-5
|
|
After
|
|
|
||||||||||
|
|
1 year
|
|
years
|
|
years
|
|
5 years
|
|
Total
|
||||||||||
|
|
(dollars in millions)
|
||||||||||||||||||
Operating leases
(a)
|
|
$
|
23.4
|
|
|
$
|
37.0
|
|
|
$
|
27.7
|
|
|
$
|
26.1
|
|
|
$
|
114.2
|
|
Capital leases
|
|
0.3
|
|
|
0.3
|
|
|
0.1
|
|
|
—
|
|
|
0.7
|
|
|||||
Purchase obligations
|
|
6.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.3
|
|
|||||
Other obligations
(b)
|
|
1.8
|
|
|
3.3
|
|
|
2.8
|
|
|
4.6
|
|
|
12.5
|
|
|||||
Borrowings
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal payments
|
|
21.4
|
|
|
56.7
|
|
|
74.0
|
|
|
150.0
|
|
|
302.1
|
|
|||||
Interest Payments
(c)
|
|
10.4
|
|
|
17.8
|
|
|
12.8
|
|
|
5.3
|
|
|
46.3
|
|
|||||
Total contractual cash obligations
(d)
|
|
$
|
63.6
|
|
|
$
|
115.1
|
|
|
$
|
117.4
|
|
|
$
|
186.0
|
|
|
$
|
482.1
|
|
|
|
(c)
|
Interest on borrowings is calculated based on the interest rate on the outstanding borrowings as of December 31, 2018.
|
(d)
|
Excludes
$0.8 million
related to uncertain tax positions, since the extent of the amount and timing of payment is currently not reliably estimable or determinable.
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the U.S.;
|
•
|
provide reasonable assurance that receipts and expenditures are being made only in accordance with the authorization of our management and our board of directors; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.
|
(a)
|
1. Financial Statements.
|
2.
|
Financial Statement Schedules.
|
3.
|
Exhibits.
|
(b)
|
Exhibits. See Item 15(a)(3) above.
|
(c)
|
Financial Statement Schedules. See Item 15(a)(2) above.
|
Date: February 28, 2019
|
EXLSERVICE HOLDINGS, INC.
|
||
|
|
|
|
|
By:
|
|
/
S
/ V
ISHAL
C
HHIBBAR
|
|
|
|
Vishal Chhibbar
Chief Financial Officer
(Duly Authorized Signatory, Principal Financial and Accounting Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/
S
/ R
OHIT
K
APOOR
|
|
Chief Executive Officer, Vice-Chairman and Director (Principal Executive Officer)
|
|
February 28, 2019
|
Rohit Kapoor
|
||||
|
|
|
|
|
/
S
/ G
AREN
K. S
TAGLIN
|
|
Chairman of the Board
|
|
February 28, 2019
|
Garen K. Staglin
|
||||
|
|
|
|
|
/
S
/ V
ISHAL
C
HHIBBAR
|
|
Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
February 28, 2019
|
Vishal Chhibbar
|
||||
|
|
|
|
|
/
S
/ A
NNE
M
INTO
|
|
Director
|
|
February 28, 2019
|
Anne Minto
|
||||
|
|
|
|
|
/
S
/ C
LYDE
W. O
STLER
|
|
Director
|
|
February 28, 2019
|
Clyde W. Ostler
|
||||
|
|
|
|
|
/
S
/ D
AVID
B. K
ELSO
|
|
Director
|
|
February 28, 2019
|
David B. Kelso
|
||||
|
|
|
|
|
/S/ D
EBORAH
K
ERR
|
|
Director
|
|
February 28, 2019
|
Deborah Kerr
|
||||
|
|
|
|
|
/S/ N
ITIN
S
AHNEY
|
|
Director
|
|
February 28, 2019
|
Nitin Sahney
|
||||
|
|
|
|
|
/
S
/ S
OM
M
ITTAL
|
|
Director
|
|
February 28, 2019
|
Som Mittal
|
||||
|
|
|
|
|
/
S
/ J
AYNIE
M. S
TUDENMUND
|
|
Director
|
|
February 28, 2019
|
Jaynie M. Studenmund
|
||||
|
|
|
|
|
/
S
/ V
IKRAM
S. P
ANDIT
|
|
Director
|
|
February 28, 2019
|
Vikram S. Pandit
|
2.1*
|
|
|
|
|
|
2.2*
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
10.1+
|
|
|
|
|
|
10.2+
|
|
|
|
|
|
10.3+
|
|
|
|
|
|
10.4+
|
|
|
|
|
|
10.5+
|
|
|
|
|
|
10.6+
|
|
|
|
|
|
10.7+
|
|
|
|
|
|
10.8+
|
|
|
|
|
|
10.9+
|
|
|
|
|
|
10.10+
|
|
|
|
|
|
10.11+
|
|
|
|
|
|
10.12+
|
|
|
|
|
10.13+
|
|
|
|
|
|
10.14+
|
|
|
|
|
|
10.15+
|
|
|
|
|
|
10.16+
|
|
|
|
|
|
10.17+
|
|
|
|
|
|
10.18+
|
|
|
|
|
|
10.19+
|
|
|
|
|
|
10.20+
|
|
|
|
|
|
10.21
|
|
|
|
|
|
10.22
|
|
|
|
|
|
10.23
|
|
|
|
|
|
10.24
|
|
|
|
|
|
10.25
|
|
|
|
|
|
10.26
|
|
|
|
|
|
21.1
|
|
|
|
|
|
23.1
|
|
|
|
|
|
23.2
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document**
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema**
|
|
|
|
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**
|
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
||||||
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
95,881
|
|
|
$
|
86,795
|
|
Short-term investments
|
|
184,489
|
|
|
178,479
|
|
||
Restricted cash
|
|
5,608
|
|
|
3,674
|
|
||
Accounts receivable, net
|
|
164,752
|
|
|
135,705
|
|
||
Prepaid expenses
|
|
11,326
|
|
|
9,781
|
|
||
Advance income tax, net
|
|
9,639
|
|
|
8,801
|
|
||
Other current assets
|
|
28,240
|
|
|
29,582
|
|
||
Total current assets
|
|
499,935
|
|
|
452,817
|
|
||
Property and equipment, net
|
|
73,510
|
|
|
66,757
|
|
||
Restricted cash
|
|
2,642
|
|
|
3,808
|
|
||
Deferred tax assets, net
|
|
6,602
|
|
|
9,280
|
|
||
Intangible assets, net
|
|
95,495
|
|
|
48,958
|
|
||
Goodwill
|
|
349,984
|
|
|
204,481
|
|
||
Other assets
|
|
31,015
|
|
|
36,369
|
|
||
Investment in equity affiliate
|
|
2,753
|
|
|
3,000
|
|
||
Total assets
|
|
$
|
1,061,936
|
|
|
$
|
825,470
|
|
Liabilities and equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
5,653
|
|
|
$
|
5,918
|
|
Current portion of long-term borrowings
|
|
21,423
|
|
|
10,318
|
|
||
Deferred revenue
|
|
7,722
|
|
|
10,716
|
|
||
Accrued employee costs
|
|
54,893
|
|
|
55,664
|
|
||
Accrued expenses and other current liabilities
|
|
64,169
|
|
|
61,366
|
|
||
Income taxes payable
|
|
1,012
|
|
|
—
|
|
||
Current portion of capital lease obligations
|
|
223
|
|
|
267
|
|
||
Total current liabilities
|
|
155,095
|
|
|
144,249
|
|
||
Long term borrowings
|
|
263,241
|
|
|
50,391
|
|
||
Capital lease obligations, less current portion
|
|
315
|
|
|
331
|
|
||
Income taxes payable
|
|
—
|
|
|
13,557
|
|
||
Deferred tax liabilities, net
|
|
8,445
|
|
|
695
|
|
||
Other non-current liabilities
|
|
16,521
|
|
|
16,202
|
|
||
Total liabilities
|
|
443,617
|
|
|
225,425
|
|
||
Commitments and contingencies (Refer to Note 26)
|
|
|
|
|
|
|
||
Preferred stock, $0.001 par value; 15,000,000 shares authorized, none issued
|
|
—
|
|
|
—
|
|
||
ExlService Holdings, Inc. Stockholders’ equity:
|
|
|
|
|
||||
Common stock, $0.001 par value; 100,000,000 shares authorized, 37,850,544 shares issued and 34,222,476 shares outstanding as of December 31, 2018 and 36,790,751 shares issued and 33,888,733 shares outstanding as of December 31, 2017
|
|
38
|
|
|
37
|
|
||
Additional paid-in capital
|
|
364,179
|
|
|
322,246
|
|
||
Retained earnings
|
|
484,244
|
|
|
427,064
|
|
||
Accumulated other comprehensive loss
|
|
(83,467
|
)
|
|
(45,710
|
)
|
||
Total including shares held in treasury
|
|
764,994
|
|
|
703,637
|
|
||
Less: 3,628,068 shares as of December 31, 2018 and 2,902,018 shares as of December 31, 2017, held in treasury, at cost
|
|
(146,925
|
)
|
|
(103,816
|
)
|
||
Stockholders' equity
|
|
618,069
|
|
|
599,821
|
|
||
Non-controlling interest
|
|
250
|
|
|
224
|
|
||
Total equity
|
|
618,319
|
|
|
600,045
|
|
||
Total liabilities and equity
|
|
$
|
1,061,936
|
|
|
$
|
825,470
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2018
|
|
2017
(2)
|
|
2016
(2)
|
||||||
Revenues, net
|
|
$
|
883,112
|
|
|
$
|
762,310
|
|
|
$
|
685,988
|
|
Cost of revenues
(1)(2)
|
|
584,855
|
|
|
495,142
|
|
|
447,718
|
|
|||
Gross profit
(1)
|
|
298,257
|
|
|
267,168
|
|
|
238,270
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
General and administrative expenses
(2)
|
|
116,202
|
|
|
102,515
|
|
|
88,616
|
|
|||
Selling and marketing expenses
(2)
|
|
63,612
|
|
|
53,379
|
|
|
50,579
|
|
|||
Depreciation and amortization
|
|
48,566
|
|
|
38,549
|
|
|
34,580
|
|
|||
Impairment charges
|
|
20,056
|
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
(2)
|
|
248,436
|
|
|
194,443
|
|
|
173,775
|
|
|||
Income from operations
|
|
49,821
|
|
|
72,725
|
|
|
64,495
|
|
|||
Foreign exchange gain, net
|
|
4,787
|
|
|
2,839
|
|
|
5,597
|
|
|||
Interest expense
|
|
(7,227
|
)
|
|
(1,889
|
)
|
|
(1,343
|
)
|
|||
Other income, net
(2)
|
|
12,989
|
|
|
11,359
|
|
|
15,135
|
|
|||
Income before income tax expense
|
|
60,370
|
|
|
85,034
|
|
|
83,884
|
|
|||
Income tax expense
|
|
3,397
|
|
|
36,146
|
|
|
22,151
|
|
|||
Loss from equity-method investment
|
|
247
|
|
|
—
|
|
|
—
|
|
|||
Net income attributable to ExlService Holdings, Inc. stockholders
|
|
$
|
56,726
|
|
|
$
|
48,888
|
|
|
$
|
61,733
|
|
Earnings per share attributable to ExlService Holdings, Inc. stockholders:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
1.65
|
|
|
$
|
1.44
|
|
|
$
|
1.84
|
|
Diluted
|
|
$
|
1.62
|
|
|
$
|
1.39
|
|
|
$
|
1.79
|
|
Weighted-average number of shares used in computing earnings per share attributable to ExlService Holdings Inc. stockholders:
|
|
|
|
|
|
|
||||||
Basic
|
|
34,451,008
|
|
|
33,897,916
|
|
|
33,566,367
|
|
|||
Diluted
|
|
35,030,984
|
|
|
35,110,210
|
|
|
34,563,319
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
$
|
56,726
|
|
|
$
|
48,888
|
|
|
$
|
61,733
|
|
Other comprehensive (loss)/income:
|
|
|
|
|
|
||||||
Unrealized (loss)/gain on effective cash flow hedges, net of taxes ($3,888), $5,821 and $1,734, respectively
|
(10,031
|
)
|
|
13,981
|
|
|
3,395
|
|
|||
Foreign currency translation (loss)/gain
|
(25,700
|
)
|
|
18,894
|
|
|
(9,236
|
)
|
|||
Retirement benefits, net of taxes $44, $164 and ($204), respectively
|
338
|
|
|
1,109
|
|
|
(439
|
)
|
|||
Reclassification adjustments
|
|
|
|
|
|
||||||
(Gain)/loss on cash flow hedges, net of taxes ($915), ($2,110) and ($1,190), respectively
(1)
|
(2,234
|
)
|
|
(4,789
|
)
|
|
(1,479
|
)
|
|||
Retirement benefits, net of taxes ($23), $104 and $63, respectively
(2)
|
(130
|
)
|
|
152
|
|
|
27
|
|
|||
Total other comprehensive (loss)/income
|
$
|
(37,757
|
)
|
|
$
|
29,347
|
|
|
$
|
(7,732
|
)
|
Total comprehensive income
|
$
|
18,969
|
|
|
$
|
78,235
|
|
|
$
|
54,001
|
|
(1)
|
These are reclassified to net income and are included either in cost of revenue or operating expenses, as applicable in the consolidated statements of income. Refer to Note 18 to the consolidated financial statements.
|
(2)
|
These are reclassified to net income and are included in other income, net in the consolidated statements of income. Refer to Note 21 to the consolidated financial statements.
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income/(Loss)
|
|
Treasury Stock
|
|
Non - Controlling Interest
|
|
Total Equity
|
||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
Shares
|
|
Amount
|
|
|
|||||||||||||||||||||
Balance as of January 1, 2016
|
34,781,201
|
|
|
$
|
35
|
|
|
$
|
254,052
|
|
|
$
|
320,989
|
|
|
$
|
(67,325
|
)
|
|
(1,689,978
|
)
|
|
$
|
(42,159
|
)
|
|
$
|
179
|
|
|
$
|
465,771
|
|
Stock issued, stock-based compensation plans
|
918,618
|
|
|
1
|
|
|
6,498
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,499
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
19,770
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,770
|
|
|||||||
Excess tax benefit from stock based compensation
|
—
|
|
|
—
|
|
|
4,326
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,326
|
|
|||||||
Acquisition of treasury stock
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(381,732
|
)
|
|
(18,203
|
)
|
|
—
|
|
|
(18,203
|
)
|
|||||||
Non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
14
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,732
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,732
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
61,733
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61,733
|
|
|||||||
Balance as of December 31, 2016
|
35,699,819
|
|
|
$
|
36
|
|
|
$
|
284,646
|
|
|
$
|
382,722
|
|
|
$
|
(75,057
|
)
|
|
(2,071,710
|
)
|
|
$
|
(60,362
|
)
|
|
$
|
193
|
|
|
$
|
532,178
|
|
Impact on adoption of ASU No. 2016-09*
|
—
|
|
|
—
|
|
|
5,999
|
|
|
(4,546
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,453
|
|
|||||||
Balance as of January 1, 2017
|
35,699,819
|
|
|
36
|
|
|
290,645
|
|
|
378,176
|
|
|
(75,057
|
)
|
|
(2,071,710
|
)
|
|
(60,362
|
)
|
|
193
|
|
|
533,631
|
|
|||||||
Stock issued, stock-based compensation plans
|
1,090,932
|
|
|
1
|
|
|
8,560
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,561
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
23,041
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,041
|
|
|||||||
Acquisition of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(830,308
|
)
|
|
(43,454
|
)
|
|
—
|
|
|
(43,454
|
)
|
|||||||
Non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
31
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,347
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,347
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
48,888
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,888
|
|
|||||||
Balance as of December 31, 2017
|
36,790,751
|
|
|
$
|
37
|
|
|
$
|
322,246
|
|
|
$
|
427,064
|
|
|
$
|
(45,710
|
)
|
|
(2,902,018
|
)
|
|
$
|
(103,816
|
)
|
|
$
|
224
|
|
|
$
|
600,045
|
|
Impact of adoption of Topic 606**
|
—
|
|
|
—
|
|
|
—
|
|
|
454
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
454
|
|
|||||||
Balance as of January 1, 2018
|
36,790,751
|
|
|
37
|
|
|
322,246
|
|
|
427,518
|
|
|
(45,710
|
)
|
|
(2,902,018
|
)
|
|
(103,816
|
)
|
|
224
|
|
|
600,499
|
|
|||||||
Stock issued, stock-based compensation plans
|
990,334
|
|
|
1
|
|
|
1,397
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,398
|
|
|||||||
Stock issued, business acquisition
|
69,459
|
|
|
—
|
|
|
4,080
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,080
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
23,901
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,901
|
|
|||||||
Acquisition of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(726,050
|
)
|
|
(43,109
|
)
|
|
—
|
|
|
(43,109
|
)
|
|||||||
Allocation of equity component related to the convertible senior notes, net of tax and issuance costs
|
—
|
|
|
—
|
|
|
12,555
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,555
|
|
|||||||
Non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
26
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,757
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,757
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
56,726
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56,726
|
|
|||||||
Balance as of December 31, 2018
|
37,850,544
|
|
|
$
|
38
|
|
|
$
|
364,179
|
|
|
$
|
484,244
|
|
|
$
|
(83,467
|
)
|
|
(3,628,068
|
)
|
|
$
|
(146,925
|
)
|
|
$
|
250
|
|
|
$
|
618,319
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2018
|
|
2017
(1)
|
|
2016
(1)
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
56,726
|
|
|
$
|
48,888
|
|
|
$
|
61,733
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
48,719
|
|
|
38,984
|
|
|
34,580
|
|
|||
Stock-based compensation expense
|
|
23,901
|
|
|
23,041
|
|
|
19,770
|
|
|||
Unrealized gain on short term investments
|
|
(7,696
|
)
|
|
—
|
|
|
—
|
|
|||
Unrealized foreign exchange (gain)/loss, net
|
|
(8,620
|
)
|
|
1,523
|
|
|
(1,001
|
)
|
|||
Deferred income tax (benefit)/expense
|
|
(625
|
)
|
|
731
|
|
|
(3,384
|
)
|
|||
Impairment charges
|
|
20,056
|
|
|
—
|
|
|
—
|
|
|||
Excess tax benefit from stock-based compensation
|
|
—
|
|
|
—
|
|
|
(4,326
|
)
|
|||
Change in fair value of earn-out consideration
|
|
—
|
|
|
—
|
|
|
(4,060
|
)
|
|||
Allowance for doubtful accounts receivable
|
|
(573
|
)
|
|
2,816
|
|
|
—
|
|
|||
Loss from equity-method investment
|
|
247
|
|
|
—
|
|
|
—
|
|
|||
Others, net
|
|
903
|
|
|
252
|
|
|
(107
|
)
|
|||
Change in operating assets and liabilities,
net of effects of acquisitions
:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(10,046
|
)
|
|
(20,482
|
)
|
|
(18,062
|
)
|
|||
Prepaid expenses and other current assets
|
|
(4,509
|
)
|
|
218
|
|
|
(5,421
|
)
|
|||
Accounts payable
|
|
(360
|
)
|
|
1,706
|
|
|
(2,628
|
)
|
|||
Deferred revenue
|
|
(4,929
|
)
|
|
(6,625
|
)
|
|
5,726
|
|
|||
Accrued employee costs
|
|
1,272
|
|
|
6,391
|
|
|
5,304
|
|
|||
Accrued expenses and other liabilities
|
|
(1,084
|
)
|
|
6,903
|
|
|
9,080
|
|
|||
Advance income tax, net
|
|
(14,147
|
)
|
|
11,037
|
|
|
437
|
|
|||
Other assets
|
|
(6,800
|
)
|
|
(2,224
|
)
|
|
4,754
|
|
|||
Net cash provided by operating activities
(1)
|
|
92,435
|
|
|
113,159
|
|
|
102,395
|
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Purchase of property and equipment
|
|
(40,437
|
)
|
|
(35,154
|
)
|
|
(25,850
|
)
|
|||
Investment in equity affiliate
|
|
—
|
|
|
(3,000
|
)
|
|
—
|
|
|||
Business acquisition (net of cash acquired)
|
|
(231,829
|
)
|
|
(23,300
|
)
|
|
(28,666
|
)
|
|||
Purchase of investments
|
|
(133,434
|
)
|
|
(402,721
|
)
|
|
(182,471
|
)
|
|||
Proceeds from redemption of investments
|
|
128,208
|
|
|
241,439
|
|
|
182,320
|
|
|||
Net cash used for investing activities
|
|
(277,492
|
)
|
|
(222,736
|
)
|
|
(54,667
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|||
Principal payments on capital lease obligations
|
|
(152
|
)
|
|
(174
|
)
|
|
(348
|
)
|
|||
Proceeds from borrowings
|
|
246,614
|
|
|
60,574
|
|
|
—
|
|
|||
Repayments of borrowings
|
|
(155,209
|
)
|
|
(45,192
|
)
|
|
(25,000
|
)
|
|||
Proceeds from convertible notes
|
|
149,000
|
|
|
—
|
|
|
—
|
|
|||
Payment of debt issuance costs
|
|
(762
|
)
|
|
(790
|
)
|
|
—
|
|
|||
Acquisition of treasury stock
|
|
(43,109
|
)
|
|
(43,454
|
)
|
|
(18,203
|
)
|
|||
Proceeds from exercise of stock options
|
|
1,397
|
|
|
8,561
|
|
|
6,499
|
|
|||
Excess tax benefit from stock-based compensation
|
|
—
|
|
|
—
|
|
|
4,326
|
|
|||
Net cash provided by/(used for) financing activities
|
|
197,779
|
|
|
(20,475
|
)
|
|
(32,726
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
(1)
|
|
(2,868
|
)
|
|
3,935
|
|
|
(5,122
|
)
|
|||
Net increase/(decrease) in cash, cash equivalents and restricted cash
(1)
|
|
9,854
|
|
|
(126,117
|
)
|
|
9,880
|
|
|||
Cash, cash equivalents and restricted cash at beginning of year
(1)
|
|
94,277
|
|
|
220,394
|
|
|
210,514
|
|
|||
Cash, cash equivalents and restricted cash at end of year
(1)
|
|
$
|
104,131
|
|
|
$
|
94,277
|
|
|
$
|
220,394
|
|
|
|
|
|
|
|
|
|
|
|
|||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|||
Restricted common stock issued for business acquisition
|
|
$
|
4,080
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash paid for interest
|
|
$
|
4,725
|
|
|
$
|
1,122
|
|
|
$
|
1,178
|
|
Cash paid for taxes, net of refund
|
|
$
|
18,508
|
|
|
$
|
19,128
|
|
|
$
|
15,667
|
|
Assets acquired under capital lease
|
|
$
|
277
|
|
|
$
|
301
|
|
|
$
|
334
|
|
(a)
|
Basis of Preparation and Principles of Consolidation
|
(b)
|
Use of Estimates
|
(c)
|
Foreign Currency Translation
|
(d)
|
Revenue Recognition
|
i.
|
a) Revenues under time-and-material, transaction and outcome-based contracts are recognized as the services are performed. When the terms of the client contract specify service level parameters that must be met (such as turnaround time or accuracy), the Company monitors such service level parameters to determine if any service credits or penalties have been incurred. Revenues are recognized net of any penalties or service credits that are due to a client.
|
ii.
|
Revenues for Company’s fixed-price contracts are recognized using the time-elapsed output method because the Company transfers control evenly during execution of its projects. Determining a measure of progress requires management to make judgments that affect the timing of revenue recognized. The Company regularly monitors its estimates for progress on completion of a project and records changes in the period in which a change in an estimate is determined. If a change in an estimate results in a projected loss on a project, such loss is recognized in the period in which it is identified.
|
iii.
|
Revenues from the Company's software and related services contracts, which are not significant, are primarily related to maintenance renewals or incremental license fees for additional users. Maintenance revenues are generally recognized on a straight-line basis over the annual contract term. Fees for incremental license fees without any associated services are recognized upon delivery of the related incremental license.
|
iv.
|
Revenues from reimbursement optimization services having contingent fee arrangements are recognized by the Company at the point in time when a performance obligation is satisfied, which is when it identifies an overpayment claim and the overpaid amount is acknowledged by its customers. In such contracts, the Company’s consideration is contingent upon the actual collections made by its customers and subsequent potential retractions from providers. Based on guidance on “variable consideration” in Topic 606, the Company uses its historical experience and projections to determine the expected recoveries from its customers and recognizes revenue based upon such expected recoveries. Any adjustment required due to change in estimates are recorded in the period in which such changes are identified.
|
(e)
|
Cash and Cash Equivalents and Restricted Cash
|
(f)
|
Investments
|
(g)
|
Accounts Receivable
|
(h)
|
Property and equipment
|
|
Useful Lives
(in years) |
Assets:
|
|
Network equipment and computers
|
3-5
|
Software
|
3-5
|
Leasehold improvements
|
3-8
|
Office furniture and equipment
|
3-8
|
Motor vehicles
|
2-5
|
Buildings
|
30
|
(i)
|
Software Development Costs
|
(j)
|
Business Combinations, Goodwill and Other Intangible Assets
|
(k)
|
Investment in Equity Affiliate
|
(l)
|
Impairment of Long-lived Assets
|
(n)
|
Borrowings
|
(o)
|
Employee Benefits
|
(p)
|
Stock-Based Compensation
|
(q)
|
Income Taxes
|
(r)
|
Financial Instruments and Concentration of Credit Risk
|
(s)
|
Lease Obligations
|
(t)
|
Government Grants
|
(u)
|
Earnings per share
|
(v)
|
Commitments and contingencies
|
(w)
|
Recent Accounting Pronouncements
|
•
|
Insurance
|
•
|
Healthcare
|
•
|
Travel, Transportation and Logistics (“TT&L”)
|
•
|
Finance and Accounting (“F&A”)
|
•
|
Analytics, and
|
•
|
All Other (consisting of the Company's remaining operating segments which are the Banking and Financial Services, Utilities and Consulting operating segments).
|
|
Year ended December 31, 2018
|
||||||||||||||||||||||||||
|
Insurance
|
|
Healthcare
|
|
TT&L
|
|
F&A
|
|
All Other
|
|
Analytics
|
|
Total
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenues, net
|
$
|
258,144
|
|
|
$
|
84,391
|
|
|
$
|
70,237
|
|
|
$
|
97,941
|
|
|
$
|
87,109
|
|
|
$
|
285,290
|
|
|
$
|
883,112
|
|
Cost of revenues
(1)
|
174,921
|
|
|
66,768
|
|
|
41,066
|
|
|
59,155
|
|
|
58,341
|
|
|
184,604
|
|
|
584,855
|
|
|||||||
Gross profit
(1)
|
$
|
83,223
|
|
|
$
|
17,623
|
|
|
$
|
29,171
|
|
|
$
|
38,786
|
|
|
$
|
28,768
|
|
|
$
|
100,686
|
|
|
$
|
298,257
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
248,436
|
|
|||||||||||||
Foreign exchange gain, interest expense and other income, net
|
|
|
|
|
|
|
|
|
|
|
|
|
10,549
|
|
|||||||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
3,397
|
|
|||||||||||||
Loss from equity-method investment
|
|
|
|
|
|
|
|
|
|
|
|
|
247
|
|
|||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
56,726
|
|
|
Year ended December 31, 2017
|
||||||||||||||||||||||||||
|
Insurance
|
|
Healthcare
|
|
TT&L
|
|
F&A
|
|
All Other
|
|
Analytics
|
|
Total
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenues, net
|
$
|
234,794
|
|
|
$
|
77,013
|
|
|
$
|
70,951
|
|
|
$
|
86,527
|
|
|
$
|
83,082
|
|
|
$
|
209,943
|
|
|
$
|
762,310
|
|
Cost of revenues
(1)(2)(3)
|
159,433
|
|
|
49,412
|
|
|
41,337
|
|
|
51,362
|
|
|
56,638
|
|
|
136,960
|
|
|
495,142
|
|
|||||||
Gross profit
(1)(2)(3)
|
$
|
75,361
|
|
|
$
|
27,601
|
|
|
$
|
29,614
|
|
|
$
|
35,165
|
|
|
$
|
26,444
|
|
|
$
|
72,983
|
|
|
$
|
267,168
|
|
Operating expenses
(2)(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
194,443
|
|
|||||||||||||
Foreign exchange gain, interest
expense and other income, net
(2)(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
12,309
|
|
|||||||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
36,146
|
|
|||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
48,888
|
|
|
Year ended December 31, 2016
|
||||||||||||||||||||||||||
|
Insurance
|
|
Healthcare
|
|
TT&L
|
|
F&A
|
|
All Other
|
|
Analytics
|
|
Total
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenues, net
|
$
|
206,327
|
|
|
$
|
68,656
|
|
|
$
|
69,366
|
|
|
$
|
79,416
|
|
|
$
|
96,489
|
|
|
$
|
165,734
|
|
|
$
|
685,988
|
|
Cost of revenues
(1)(3)
|
146,151
|
|
|
44,060
|
|
|
41,923
|
|
|
48,258
|
|
|
61,019
|
|
|
106,307
|
|
|
447,718
|
|
|||||||
Gross profit
(1)(3)
|
$
|
60,176
|
|
|
$
|
24,596
|
|
|
$
|
27,443
|
|
|
$
|
31,158
|
|
|
$
|
35,470
|
|
|
$
|
59,427
|
|
|
$
|
238,270
|
|
Operating expenses
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
173,775
|
|
|||||||||||||
Foreign exchange gain, interest expense and other income, net
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
19,389
|
|
|||||||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
22,151
|
|
|||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
61,733
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
BPM and related services
(1)
|
$
|
597,822
|
|
|
$
|
552,367
|
|
|
$
|
520,254
|
|
Analytics services
|
285,290
|
|
|
209,943
|
|
|
165,734
|
|
|||
Total
|
$
|
883,112
|
|
|
$
|
762,310
|
|
|
$
|
685,988
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues, net
|
|
|
|
|
|
||||||
United States
|
$
|
732,589
|
|
|
$
|
626,336
|
|
|
$
|
554,945
|
|
Non-United States
|
|
|
|
|
|
||||||
United Kingdom
|
114,515
|
|
|
108,640
|
|
|
109,905
|
|
|||
Rest of World
|
36,008
|
|
|
27,334
|
|
|
21,138
|
|
|||
Total Non-United States
|
$
|
150,523
|
|
|
$
|
135,974
|
|
|
$
|
131,043
|
|
|
$
|
883,112
|
|
|
$
|
762,310
|
|
|
$
|
685,988
|
|
|
As of
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Property and equipment, net
|
|
|
|
||||
India
|
$
|
36,152
|
|
|
$
|
39,143
|
|
United States
|
28,254
|
|
|
16,371
|
|
||
Philippines
|
5,985
|
|
|
8,217
|
|
||
Rest of World
|
3,119
|
|
|
3,026
|
|
||
|
$
|
73,510
|
|
|
$
|
66,757
|
|
|
Three months ended 2018
|
|
Year ended
|
||||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
|
December 31, 2018
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues, net
|
$
|
206,973
|
|
|
$
|
210,112
|
|
|
$
|
231,124
|
|
|
$
|
234,903
|
|
|
$
|
883,112
|
|
Gross profit
(1)
|
$
|
68,872
|
|
|
$
|
70,463
|
|
|
$
|
78,967
|
|
|
$
|
79,955
|
|
|
$
|
298,257
|
|
Net income
|
$
|
23,158
|
|
|
$
|
14,462
|
|
|
$
|
15,249
|
|
|
$
|
3,857
|
|
|
$
|
56,726
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.67
|
|
|
$
|
0.42
|
|
|
$
|
0.44
|
|
|
$
|
0.11
|
|
|
$
|
1.65
|
|
Diluted
|
$
|
0.66
|
|
|
$
|
0.41
|
|
|
$
|
0.43
|
|
|
$
|
0.11
|
|
|
$
|
1.62
|
|
Weighted-average number of shares used in computing earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
34,446,265
|
|
|
34,511,777
|
|
|
34,458,520
|
|
|
34,388,025
|
|
|
34,451,008
|
|
|||||
Diluted
|
35,302,926
|
|
|
35,142,388
|
|
|
35,207,991
|
|
|
34,921,388
|
|
|
35,030,984
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Stock compensation expense
|
$
|
5,074
|
|
|
$
|
6,893
|
|
|
$
|
5,344
|
|
|
$
|
6,590
|
|
|
$
|
23,901
|
|
Amortization of intangibles
|
$
|
3,947
|
|
|
$
|
3,761
|
|
|
$
|
6,718
|
|
|
$
|
5,951
|
|
|
$
|
20,377
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Three months ended 2017
|
|
Year ended
|
||||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
|
December 31,
2017
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Revenues, net
|
$
|
183,033
|
|
|
$
|
189,057
|
|
|
$
|
192,345
|
|
|
$
|
197,875
|
|
|
$
|
762,310
|
|
Gross profit
(1)(2)(3)
|
$
|
63,961
|
|
|
$
|
65,323
|
|
|
$
|
69,268
|
|
|
$
|
68,616
|
|
|
$
|
267,168
|
|
Net income/(loss)
|
$
|
16,788
|
|
|
$
|
20,378
|
|
|
$
|
21,077
|
|
|
$
|
(9,355
|
)
|
|
$
|
48,888
|
|
Earnings/(loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
(4)
|
$
|
0.50
|
|
|
$
|
0.60
|
|
|
$
|
0.62
|
|
|
$
|
(0.27
|
)
|
|
$
|
1.44
|
|
Diluted
(4)
|
$
|
0.48
|
|
|
$
|
0.58
|
|
|
$
|
0.60
|
|
|
$
|
(0.27
|
)
|
|
$
|
1.39
|
|
Weighted-average number of shares used in computing earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
(4)
|
33,845,560
|
|
|
33,819,320
|
|
|
33,838,374
|
|
|
34,086,711
|
|
|
33,897,916
|
|
|||||
Diluted
(4)
|
35,108,882
|
|
|
34,993,226
|
|
|
35,043,987
|
|
|
34,086,711
|
|
|
35,110,210
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Stock compensation expense
|
$
|
5,956
|
|
|
$
|
5,107
|
|
|
$
|
5,708
|
|
|
$
|
6,270
|
|
|
$
|
23,041
|
|
Amortization of intangibles
|
$
|
3,498
|
|
|
$
|
3,507
|
|
|
$
|
3,487
|
|
|
$
|
3,483
|
|
|
$
|
13,975
|
|
|
|
As of
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
|||||
Accounts receivable, net
|
|
$
|
164,752
|
|
|
$
|
135,705
|
|
Contract assets
|
|
$
|
5,445
|
|
|
$
|
2,643
|
|
Contract liabilities
|
|
|
|
|
||||
Deferred revenue (advance payments portion)
|
|
$
|
6,345
|
|
|
$
|
9,311
|
|
Consideration received from customer for transitions activities
|
|
$
|
1,669
|
|
|
$
|
1,601
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Interest and dividend income
|
$
|
1,873
|
|
|
$
|
1,625
|
|
|
$
|
1,673
|
|
Gain on sale and mark-to-market of mutual funds
|
9,970
|
|
|
8,766
|
|
|
8,087
|
|
|||
Change in fair value of earn-out consideration
|
—
|
|
|
—
|
|
|
4,060
|
|
|||
Others, net
|
1,146
|
|
|
968
|
|
|
1,315
|
|
|||
Other income, net
|
$
|
12,989
|
|
|
$
|
11,359
|
|
|
$
|
15,135
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income
|
$
|
56,726
|
|
|
$
|
48,888
|
|
|
$
|
61,733
|
|
Denominators:
|
|
|
|
|
|
||||||
Basic weighted average common shares outstanding
|
34,451,008
|
|
|
33,897,916
|
|
|
33,566,367
|
|
|||
Dilutive effect of share based awards
|
579,976
|
|
|
1,212,294
|
|
|
996,952
|
|
|||
Diluted weighted average common shares outstanding
|
35,030,984
|
|
|
35,110,210
|
|
|
34,563,319
|
|
|||
Earnings per share attributable to ExlService Holdings, Inc. stockholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.65
|
|
|
$
|
1.44
|
|
|
$
|
1.84
|
|
Diluted
|
$
|
1.62
|
|
|
$
|
1.39
|
|
|
$
|
1.79
|
|
Weighted average potentially dilutive shares considered anti-dilutive and not included in computing diluted earnings per share
|
121,344
|
|
|
151,961
|
|
|
92,538
|
|
|
|
As of
|
||||||||||
|
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||
Cash and cash equivalents
|
|
$
|
95,881
|
|
|
$
|
86,795
|
|
|
$
|
213,155
|
|
Restricted cash (current)
|
|
5,608
|
|
|
3,674
|
|
|
3,846
|
|
|||
Restricted cash (non-current)
|
|
2,642
|
|
|
3,808
|
|
|
3,393
|
|
|||
|
|
$
|
104,131
|
|
|
$
|
94,277
|
|
|
$
|
220,394
|
|
|
|
|
As of
|
||||||
|
Estimated useful lives (Years)
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Owned Assets:
|
|
|
|
|
|
||||
Network equipment and computers
|
3-5
|
|
$
|
85,921
|
|
|
$
|
77,587
|
|
Software
|
3-5
|
|
69,752
|
|
|
59,325
|
|
||
Leasehold improvements
|
3-8
|
|
39,533
|
|
|
38,857
|
|
||
Office furniture and equipment
|
3-8
|
|
20,097
|
|
|
19,667
|
|
||
Motor vehicles
|
2-5
|
|
635
|
|
|
638
|
|
||
Buildings
|
30
|
|
1,140
|
|
|
1,245
|
|
||
Land
|
—
|
|
746
|
|
|
815
|
|
||
Capital work in progress
|
—
|
|
11,026
|
|
|
9,184
|
|
||
|
|
|
228,850
|
|
|
207,318
|
|
||
Less: Accumulated depreciation and amortization
|
|
|
(155,798
|
)
|
|
(141,059
|
)
|
||
|
|
|
$
|
73,052
|
|
|
$
|
66,259
|
|
Assets under capital leases:
|
|
|
|
|
|
||||
Leasehold improvements
|
|
|
$
|
778
|
|
|
$
|
941
|
|
Office furniture and equipment
|
|
|
53
|
|
|
167
|
|
||
Motor vehicles
|
|
|
628
|
|
|
710
|
|
||
|
|
|
1,459
|
|
|
1,818
|
|
||
Less: Accumulated depreciation and amortization
|
|
|
(1,001
|
)
|
|
(1,320
|
)
|
||
|
|
|
$
|
458
|
|
|
$
|
498
|
|
Property and equipment, net
|
|
|
$
|
73,510
|
|
|
$
|
66,757
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Depreciation and amortization expense
|
$
|
28,189
|
|
|
$
|
24,574
|
|
|
$
|
22,707
|
|
|
As of
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Cost
|
$
|
8,783
|
|
|
$
|
2,571
|
|
Less : Accumulated amortization
|
(2,393
|
)
|
|
(976
|
)
|
||
|
$
|
6,390
|
|
|
$
|
1,595
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Amortization expense
|
$
|
1,417
|
|
|
$
|
640
|
|
|
$
|
336
|
|
Assets:
|
|
|
||
Cash and cash equivalents
|
|
$
|
9,842
|
|
Restricted cash
|
|
2,790
|
|
|
Accounts receivable
|
|
19,924
|
|
|
Other current assets
|
|
2,076
|
|
|
Property and equipment
|
|
1,824
|
|
|
Other assets
|
|
1,751
|
|
|
Intangible assets
|
|
|
||
Customer relationships
|
|
47,800
|
|
|
Developed technology
|
|
21,400
|
|
|
Trade names and trademarks
|
|
3,700
|
|
|
|
|
111,107
|
|
|
Liabilities:
|
|
|
||
Current liabilities
|
|
(12,482
|
)
|
|
Deferred tax liabilities, net
|
|
(17,132
|
)
|
|
Other non-current liabilities
|
|
(200
|
)
|
|
|
|
(29,814
|
)
|
|
|
|
|
||
Net assets acquired
|
|
$
|
81,293
|
|
Goodwill
|
|
163,751
|
|
|
Total purchase consideration
|
|
$
|
245,044
|
|
|
|
Unaudited
|
||||||
|
|
Year ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Revenues, net
|
|
$
|
924,172
|
|
|
$
|
834,158
|
|
Net income
|
|
$
|
55,756
|
|
|
$
|
45,827
|
|
Earnings per share:
|
|
|
|
|
||||
Basic
|
|
$
|
1.62
|
|
|
$
|
1.35
|
|
Diluted
|
|
$
|
1.59
|
|
|
$
|
1.30
|
|
|
|
Amount
|
||
Tangible Assets
|
|
$
|
5,475
|
|
Liabilities
|
|
(5,733
|
)
|
|
Identifiable Intangible Assets:
|
|
|
||
Customer relationships
|
|
6,760
|
|
|
Developed technology
|
|
1,510
|
|
|
Trade names and trademarks
|
|
570
|
|
|
Goodwill
|
|
14,229
|
|
|
Total purchase price
|
|
$
|
22,811
|
|
|
Unaudited
|
||||||
|
Year ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Revenues
|
$
|
801,101
|
|
|
$
|
729,938
|
|
Net income
|
$
|
46,998
|
|
|
$
|
58,232
|
|
Earnings per share:
|
|
|
|
||||
Basic
|
$
|
1.39
|
|
|
$
|
1.73
|
|
Diluted
|
$
|
1.34
|
|
|
$
|
1.68
|
|
|
Insurance
|
|
Healthcare
|
|
TT&L
|
|
F&A
|
|
All Other
|
|
Analytics
|
|
Total
|
||||||||||||||
Balance as at January 1, 2017
|
$
|
38,110
|
|
|
$
|
19,276
|
|
|
$
|
12,983
|
|
|
$
|
47,537
|
|
|
$
|
5,326
|
|
|
$
|
63,538
|
|
|
$
|
186,770
|
|
Acquisitions
|
—
|
|
|
15,957
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,957
|
|
|||||||
Currency translation adjustments
|
223
|
|
|
—
|
|
|
696
|
|
|
835
|
|
|
—
|
|
|
—
|
|
|
1,754
|
|
|||||||
Balance as at December 31, 2017
|
$
|
38,333
|
|
|
$
|
35,233
|
|
|
$
|
13,679
|
|
|
$
|
48,372
|
|
|
$
|
5,326
|
|
|
$
|
63,538
|
|
|
$
|
204,481
|
|
Acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
163,751
|
|
|
163,751
|
|
|||||||
Measurement period adjustments*
|
—
|
|
|
(1,728
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,728
|
)
|
|||||||
Currency translation adjustments
|
(130
|
)
|
|
—
|
|
|
(982
|
)
|
|
(1,179
|
)
|
|
—
|
|
|
—
|
|
|
(2,291
|
)
|
|||||||
Impairment charges
|
—
|
|
|
(14,229
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,229
|
)
|
|||||||
Balance as at December 31, 2018
|
$
|
38,203
|
|
|
$
|
19,276
|
|
|
$
|
12,697
|
|
|
$
|
47,193
|
|
|
$
|
5,326
|
|
|
$
|
227,289
|
|
|
$
|
349,984
|
|
|
As of December 31, 2018
|
||||||||||||||
|
Gross
Carrying Amount
|
|
Accumulated
Amortization
|
|
Accumulated Impairment
|
|
Net Carrying
Amount
|
||||||||
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
$
|
129,790
|
|
|
$
|
(56,367
|
)
|
|
$
|
(5,549
|
)
|
|
$
|
67,874
|
|
Leasehold benefits
|
2,644
|
|
|
(2,567
|
)
|
|
—
|
|
|
77
|
|
||||
Developed technology
|
37,154
|
|
|
(14,653
|
)
|
|
—
|
|
|
22,501
|
|
||||
Non-compete agreements
|
2,045
|
|
|
(1,937
|
)
|
|
—
|
|
|
108
|
|
||||
Trade names and trademarks
|
9,639
|
|
|
(5,326
|
)
|
|
(278
|
)
|
|
4,035
|
|
||||
|
$
|
181,272
|
|
|
$
|
(80,850
|
)
|
|
$
|
(5,827
|
)
|
|
$
|
94,595
|
|
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
||||||||
Trade names and trademarks
|
$
|
900
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
900
|
|
Total intangible assets
|
$
|
182,172
|
|
|
$
|
(80,850
|
)
|
|
$
|
(5,827
|
)
|
|
$
|
95,495
|
|
|
As of December 31, 2017
|
||||||||||||||
|
Gross
Carrying Amount
|
|
Accumulated
Amortization
|
|
Accumulated Impairment
|
|
Net Carrying
Amount
|
||||||||
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
$
|
82,165
|
|
|
$
|
(43,667
|
)
|
|
$
|
—
|
|
|
$
|
38,498
|
|
Leasehold benefits
|
2,888
|
|
|
(2,596
|
)
|
|
—
|
|
|
292
|
|
||||
Developed technology
|
15,835
|
|
|
(8,749
|
)
|
|
—
|
|
|
7,086
|
|
||||
Non-compete agreements
|
2,045
|
|
|
(1,780
|
)
|
|
—
|
|
|
265
|
|
||||
Trade names and trademarks
|
5,951
|
|
|
(4,034
|
)
|
|
—
|
|
|
1,917
|
|
||||
|
$
|
108,884
|
|
|
$
|
(60,826
|
)
|
|
$
|
—
|
|
|
$
|
48,058
|
|
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
||||||||
Trade names and trademarks
|
$
|
900
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
900
|
|
Total intangible assets
|
$
|
109,784
|
|
|
$
|
(60,826
|
)
|
|
$
|
—
|
|
|
$
|
48,958
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Amortization expense
|
$
|
20,377
|
|
|
$
|
13,975
|
|
|
$
|
11,873
|
|
|
(in years)
|
Customer relationships
|
7.93
|
Leasehold benefits
|
0.41
|
Developed technology
|
4.34
|
Non-compete agreements
|
0.72
|
Trade names and trademarks (Finite lived)
|
3.11
|
|
As of
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Derivative instruments
|
$
|
4,059
|
|
|
$
|
10,938
|
|
Advances to suppliers
|
2,910
|
|
|
2,451
|
|
||
Receivables from statutory authorities
|
14,145
|
|
|
7,598
|
|
||
Contract assets
|
1,201
|
|
|
401
|
|
||
Deferred contract fulfillment costs
|
1,236
|
|
|
474
|
|
||
Others
|
4,689
|
|
|
7,720
|
|
||
Other current assets
|
$
|
28,240
|
|
|
$
|
29,582
|
|
|
|
As of
|
||||||
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Lease deposits
|
|
$
|
8,891
|
|
|
$
|
8,776
|
|
Derivative instruments
|
|
1,971
|
|
|
7,361
|
|
||
Deposits with statutory authorities
|
|
6,259
|
|
|
6,492
|
|
||
Term deposits
|
|
315
|
|
|
6,909
|
|
||
Contract assets
|
|
4,244
|
|
|
2,242
|
|
||
Deferred contract fulfillment costs
|
|
2,815
|
|
|
2,295
|
|
||
Others
|
|
6,520
|
|
|
2,294
|
|
||
Other assets
|
|
$
|
31,015
|
|
|
$
|
36,369
|
|
|
As of
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Accrued expenses
|
$
|
44,711
|
|
|
$
|
43,235
|
|
Derivative instruments
|
3,204
|
|
|
555
|
|
||
Client liabilities
|
6,933
|
|
|
8,982
|
|
||
Other current liabilities
|
9,321
|
|
|
8,594
|
|
||
Accrued expenses and other current liabilities
|
$
|
64,169
|
|
|
$
|
61,366
|
|
|
As of
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Derivative instruments
|
$
|
3,075
|
|
|
$
|
322
|
|
Unrecognized tax benefits
|
804
|
|
|
892
|
|
||
Deferred rent
|
7,834
|
|
|
8,176
|
|
||
Retirement benefits
|
3,616
|
|
|
3,377
|
|
||
Deferred transition revenue
|
945
|
|
|
1,034
|
|
||
Others
|
247
|
|
|
2,401
|
|
||
Other non-current liabilities
|
$
|
16,521
|
|
|
$
|
16,202
|
|
|
As of
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Cumulative foreign currency translation gain/(loss)
|
$
|
(84,105
|
)
|
|
$
|
(58,405
|
)
|
Unrealized gain/(loss) on cash flow hedges, net of taxes of $115 and $4,918, respectively
|
(333
|
)
|
|
11,932
|
|
||
Retirement benefits, net of taxes of ($53) and ($74), respectively
|
971
|
|
|
763
|
|
||
Accumulated other comprehensive gain/(loss)
|
$
|
(83,467
|
)
|
|
$
|
(45,710
|
)
|
•
|
Level 1—Quoted prices for identical instruments in active markets;
|
•
|
Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets; and
|
•
|
Level 3—Valuations derived from valuation techniques in which one or more significant inputs are unobservable.
|
As of December 31, 2018
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Mutual funds*
|
|
$
|
142,408
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
142,408
|
|
Derivative financial instruments
|
|
—
|
|
|
6,030
|
|
|
—
|
|
|
6,030
|
|
||||
Total
|
|
$
|
142,408
|
|
|
$
|
6,030
|
|
|
$
|
—
|
|
|
$
|
148,438
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
$
|
—
|
|
|
$
|
6,279
|
|
|
$
|
—
|
|
|
$
|
6,279
|
|
Total
|
|
$
|
—
|
|
|
$
|
6,279
|
|
|
$
|
—
|
|
|
$
|
6,279
|
|
|
|
|
|
|
|
|
|
|
||||||||
As of December 31, 2017
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Mutual funds*
|
|
$
|
162,906
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
162,906
|
|
Derivative financial instruments
|
|
—
|
|
|
18,298
|
|
|
—
|
|
|
18,298
|
|
||||
Total
|
|
$
|
162,906
|
|
|
$
|
18,298
|
|
|
$
|
—
|
|
|
$
|
181,204
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
$
|
—
|
|
|
$
|
877
|
|
|
$
|
—
|
|
|
$
|
877
|
|
Fair value of earn-out consideration
|
|
—
|
|
|
—
|
|
|
920
|
|
|
920
|
|
||||
Total
|
|
$
|
—
|
|
|
$
|
877
|
|
|
$
|
920
|
|
|
$
|
1,797
|
|
Derivatives designated as hedging instruments :
|
|
As of
|
||||||
Foreign currency exchange contracts
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Other current assets
|
|
$
|
4,022
|
|
|
$
|
10,892
|
|
Other assets
|
|
$
|
1,971
|
|
|
$
|
7,360
|
|
Accrued expense and other current liabilities
|
|
$
|
3,137
|
|
|
$
|
481
|
|
Other non-current liabilities
|
|
$
|
3,075
|
|
|
$
|
322
|
|
|
|
|
|
|
||||
Derivatives not designated as hedging instruments
:
|
|
As of
|
||||||
Foreign currency exchange contracts
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Other current assets
|
|
$
|
37
|
|
|
$
|
46
|
|
Accrued expense and other current liabilities
|
|
$
|
67
|
|
|
$
|
74
|
|
|
|
Year ended December 31,
|
||||||||||
Forward exchange contracts :
|
|
2018
|
|
2017
|
|
2016
|
||||||
(Loss)/gain recognized in AOCI
|
|
|
|
|
|
|
||||||
Derivatives in cash flow hedging relationships
|
|
$
|
(13,919
|
)
|
|
$
|
19,802
|
|
|
$
|
5,129
|
|
|
|
|
|
|
|
|
||||||
(Loss)/gain recognized in consolidated statements of income
|
|
|
|
|
|
|
||||||
Derivatives not designated as hedging instruments
|
|
$
|
(3,224
|
)
|
|
$
|
5,056
|
|
|
$
|
4,790
|
|
|
|
Notes
|
|
Revolver Credit
|
|
Structured Payables
|
|
Total
|
||||||||
2019
|
|
$
|
—
|
|
|
$
|
20,000
|
|
|
$
|
1,423
|
|
|
$
|
21,423
|
|
2020
|
|
—
|
|
|
28,000
|
|
|
691
|
|
|
28,691
|
|
||||
2021
|
|
—
|
|
|
28,000
|
|
|
—
|
|
|
28,000
|
|
||||
2022
|
|
—
|
|
|
74,000
|
|
|
—
|
|
|
74,000
|
|
||||
2023
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Thereafter
|
|
150,000
|
|
|
—
|
|
|
—
|
|
|
150,000
|
|
||||
Total
|
|
$
|
150,000
|
|
|
$
|
150,000
|
|
|
$
|
2,114
|
|
|
$
|
302,114
|
|
|
2018
|
|
2017
|
||||
Change in projected benefit obligation:
|
|
|
|
||||
Projected benefit obligation as of January 1
|
$
|
10,305
|
|
|
$
|
9,711
|
|
Business acquisition
|
326
|
|
|
—
|
|
||
Service cost
|
1,735
|
|
|
1,933
|
|
||
Interest cost
|
714
|
|
|
645
|
|
||
Benefits paid
|
(1,066
|
)
|
|
(1,001
|
)
|
||
Actuarial (gain)/loss
|
(134
|
)
|
|
(1,471
|
)
|
||
Effect of exchange rate changes
|
(836
|
)
|
|
488
|
|
||
Projected benefit obligation as of December 31
|
$
|
11,044
|
|
|
$
|
10,305
|
|
Unfunded amount–non-current
|
$
|
3,616
|
|
|
$
|
3,377
|
|
Unfunded amount–current
|
8
|
|
|
13
|
|
||
Total accrued liability
|
$
|
3,624
|
|
|
$
|
3,390
|
|
Accumulated benefit obligation
|
$
|
7,239
|
|
|
$
|
7,022
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Service cost
|
$
|
1,735
|
|
|
$
|
1,933
|
|
|
$
|
1,601
|
|
Interest cost
|
714
|
|
|
645
|
|
|
599
|
|
|||
Expected return on plan assets
|
(514
|
)
|
|
(401
|
)
|
|
(416
|
)
|
|||
Amortization of actuarial (gain)/loss
|
(153
|
)
|
|
256
|
|
|
90
|
|
|||
Net periodic benefit cost
|
$
|
1,782
|
|
|
$
|
2,433
|
|
|
$
|
1,874
|
|
|
December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net actuarial gain/(loss)
|
$
|
940
|
|
|
$
|
697
|
|
|
$
|
(831
|
)
|
Net prior service cost
|
(22
|
)
|
|
(8
|
)
|
|
(9
|
)
|
|||
Deferred taxes
|
53
|
|
|
74
|
|
|
342
|
|
|||
Accumulated other comprehensive gain/(loss), net of tax
|
$
|
971
|
|
|
$
|
763
|
|
|
$
|
(498
|
)
|
Change in Plan Assets
|
|
||
Plan assets at January 1, 2017
|
$
|
5,640
|
|
Actual return
|
202
|
|
|
Employer contribution
|
1,700
|
|
|
Benefits paid*
|
(1,001
|
)
|
|
Effect of exchange rate changes
|
374
|
|
|
Plan Assets at December 31, 2017
|
$
|
6,915
|
|
Business acquisition
|
231
|
|
|
Actual return
|
779
|
|
|
Employer contribution
|
1,175
|
|
|
Benefits paid*
|
(1,059
|
)
|
|
Effect of exchange rate changes
|
(621
|
)
|
|
Plan assets at December 31, 2018
|
$
|
7,420
|
|
During the next twelve months ending December 31,
|
|
||
2019
|
$
|
23,431
|
|
2020
|
20,039
|
|
|
2021
|
16,924
|
|
|
2022
|
14,804
|
|
|
2023
|
12,859
|
|
|
2024 and thereafter
|
26,114
|
|
|
Future minimum lease payment
|
$
|
114,171
|
|
|
As of
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Cancelable and non-cancelable operating leases
|
$
|
8,782
|
|
|
$
|
8,959
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Current provision:
|
|
|
|
|
|
||||||
Domestic
|
$
|
(13,249
|
)
|
|
$
|
17,407
|
|
|
$
|
7,107
|
|
Foreign
|
17,271
|
|
|
18,008
|
|
|
18,428
|
|
|||
|
$
|
4,022
|
|
|
$
|
35,415
|
|
|
$
|
25,535
|
|
Deferred provision/(benefit):
|
|
|
|
|
|
||||||
Domestic
|
$
|
(1,999
|
)
|
|
$
|
2,618
|
|
|
$
|
(2,506
|
)
|
Foreign
|
1,374
|
|
|
(1,887
|
)
|
|
(878
|
)
|
|||
|
$
|
(625
|
)
|
|
$
|
731
|
|
|
$
|
(3,384
|
)
|
Income tax expense
|
$
|
3,397
|
|
|
$
|
36,146
|
|
|
$
|
22,151
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Expected tax expense
|
$
|
12,678
|
|
|
$
|
29,762
|
|
|
$
|
29,361
|
|
Change in valuation allowance
|
—
|
|
|
(21
|
)
|
|
22
|
|
|||
Impact of tax holiday
|
(5,448
|
)
|
|
(4,396
|
)
|
|
(4,027
|
)
|
|||
Foreign tax rate differential
|
5,014
|
|
|
(2,616
|
)
|
|
(2,716
|
)
|
|||
Deferred tax (benefit)/provision
|
(3,915
|
)
|
|
(1,887
|
)
|
|
(878
|
)
|
|||
Unrecognized tax benefits and interest
|
(88
|
)
|
|
(3,905
|
)
|
|
495
|
|
|||
State taxes, net of Federal taxes
|
2,200
|
|
|
339
|
|
|
202
|
|
|||
Non-deductible expenses
|
3,066
|
|
|
825
|
|
|
144
|
|
|||
US Tax Reform Act impact
|
176
|
|
|
29,185
|
|
|
—
|
|
|||
Excess tax benefit on stock-based compensation
|
(7,227
|
)
|
|
(9,797
|
)
|
|
—
|
|
|||
Research & Development credit
|
(1,500
|
)
|
|
(844
|
)
|
|
(890
|
)
|
|||
Other
|
(1,559
|
)
|
|
(499
|
)
|
|
438
|
|
|||
Tax expense
|
$
|
3,397
|
|
|
$
|
36,146
|
|
|
$
|
22,151
|
|
|
As of
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Deferred tax assets:
|
|
|
|
||||
Depreciation and amortization
|
$
|
3,731
|
|
|
$
|
2,183
|
|
Stock-based compensation
|
8,614
|
|
|
7,647
|
|
||
Accrued employee costs and other expenses
|
3,596
|
|
|
3,673
|
|
||
Tax credit carry forward
|
—
|
|
|
1,474
|
|
||
Net operating loss carry forward
|
1,113
|
|
|
2,068
|
|
||
Unrealized exchange loss
|
6,671
|
|
|
252
|
|
||
Deferred rent
|
2,255
|
|
|
2,064
|
|
||
Others
|
1,380
|
|
|
1,007
|
|
||
|
$
|
27,360
|
|
|
$
|
20,368
|
|
Valuation allowance
|
(99
|
)
|
|
(108
|
)
|
||
Deferred tax assets
|
$
|
27,261
|
|
|
$
|
20,260
|
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Unrealized exchange gain
|
$
|
115
|
|
|
$
|
5,069
|
|
Intangible assets
|
19,289
|
|
|
4,648
|
|
||
Unamortized discount on convertible senior notes
|
4,105
|
|
|
—
|
|
||
Others
|
5,595
|
|
|
1,958
|
|
||
Deferred tax liabilities
|
$
|
29,104
|
|
|
$
|
11,675
|
|
Net deferred tax assets/(liabilities)
|
$
|
(1,843
|
)
|
|
$
|
8,585
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Balance as of January 1
|
$
|
824
|
|
|
$
|
3,087
|
|
|
$
|
2,797
|
|
Increases related to prior year tax positions
|
—
|
|
|
—
|
|
|
156
|
|
|||
Decreases related to prior year tax positions
|
(320
|
)
|
|
(2,520
|
)
|
|
—
|
|
|||
Increases related to current year tax positions
|
300
|
|
|
169
|
|
|
178
|
|
|||
Effect of exchange rate changes
|
—
|
|
|
88
|
|
|
(44
|
)
|
|||
Balance as of December 31
|
$
|
804
|
|
|
$
|
824
|
|
|
$
|
3,087
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cost of revenues
|
$
|
4,924
|
|
|
$
|
4,600
|
|
|
$
|
3,664
|
|
General and administrative expenses
|
10,371
|
|
|
10,363
|
|
|
8,372
|
|
|||
Selling and marketing expenses
|
8,606
|
|
|
8,078
|
|
|
7,734
|
|
|||
Total
|
$
|
23,901
|
|
|
$
|
23,041
|
|
|
$
|
19,770
|
|
|
Number of
Options |
|
Weighted-
Average Exercise Price |
|
Aggregate
Intrinsic Value |
|
Weighted-
Average Remaining Contractual Life (Years) |
||||||
Outstanding at December 31, 2017
|
259,563
|
|
|
$
|
18.03
|
|
|
$
|
10,985
|
|
|
2.76
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Exercised
|
(97,088
|
)
|
|
14.39
|
|
|
4,446
|
|
|
—
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Outstanding at December 31, 2018
|
162,475
|
|
|
$
|
20.21
|
|
|
$
|
5,267
|
|
|
2.24
|
|
Vested and exercisable at December 31, 2018
|
162,475
|
|
|
$
|
20.21
|
|
|
$
|
5,267
|
|
|
2.24
|
|
|
Options Outstanding, Vested and Exercisable
|
|||||
Range of Exercise Prices
|
Shares
|
|
Weighted-
Average
Exercise Price
|
|||
$8.00 to $15.00
|
35,500
|
|
|
$
|
9.53
|
|
$15.01 to $21.00
|
25,466
|
|
|
18.74
|
|
|
$21.01 to $28.00
|
101,509
|
|
|
24.30
|
|
|
Total
|
162,475
|
|
|
$
|
20.21
|
|
|
Restricted Stock
|
|
Restricted Stock Units
|
||||||||||
|
Number
|
|
Weighted-
Average
Fair Value
|
|
Number
|
|
Weighted-
Average
Fair Value
|
||||||
Outstanding at December 31, 2017
*
|
182,267
|
|
|
$
|
42.64
|
|
|
1,046,999
|
|
|
$
|
42.26
|
|
Granted
|
—
|
|
|
—
|
|
|
444,063
|
|
|
60.64
|
|
||
Vested
|
(69,714
|
)
|
|
40.38
|
|
|
(444,470
|
)
|
|
38.36
|
|
||
Forfeited
|
(8,930
|
)
|
|
59.77
|
|
|
(93,014
|
)
|
|
50.75
|
|
||
Outstanding at December 31, 2018
*
|
103,623
|
|
|
$
|
42.68
|
|
|
953,578
|
|
|
$
|
51.81
|
|
|
|
|
|
|
•
|
The historical volatilities are used over the most recent three-year period for the components of the peer group.
|
•
|
The risk-free interest rate is based on the U.S. Treasury rate assumption commensurate with the three-year performance period
|
•
|
Since the plan stipulates that the awards are based upon the TSR of the Company and the components of the peer group, it is assumed that the dividends get reinvested in the issuing entity on a continuous basis.
|
•
|
The correlation coefficients are used to model the way in which each entity tends to move in relation to each other are based upon the price data used to calculate the historical volatilities.
|
|
Year ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
Expected life (years)
|
2.86
|
|
|
2.86
|
|
|
2.85
|
|
Risk free interest rate
|
2.38
|
%
|
|
1.40
|
%
|
|
0.88
|
%
|
Volatility
|
21.79
|
%
|
|
23.78
|
%
|
|
28.00
|
%
|
|
Revenue Based PRSUs
|
|
Market Condition Based PRSUs
|
||||||||||
|
Number
|
|
Weighted Avg
Fair Value
|
|
Number
|
|
Weighted Avg
Fair Value
|
||||||
Outstanding at December 31, 2017
|
113,190
|
|
|
$
|
48.13
|
|
|
113,174
|
|
|
$
|
60.80
|
|
Granted
|
55,268
|
|
|
60.58
|
|
|
55,262
|
|
|
70.97
|
|
||
Adjustment upon final determination of level of performance goal achievement*
|
(44,467
|
)
|
|
48.57
|
|
|
(14,896
|
)
|
|
67.94
|
|
||
Vested
|
(2,459
|
)
|
|
48.57
|
|
|
(32,028
|
)
|
|
67.94
|
|
||
Forfeited
|
(21,179
|
)
|
|
51.51
|
|
|
(21,176
|
)
|
|
63.78
|
|
||
Outstanding at December 31, 2018
|
100,353
|
|
|
$
|
54.07
|
|
|
100,336
|
|
|
$
|
62.43
|
|
|
|
Year ended December 31,
|
|
Year ended December 31,
|
||||||||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||||||||||
|
|
Previously reported
|
|
As revised
|
|
Effect of change Increase/(Decrease)
|
|
Previously reported
|
|
As revised
|
|
Effect of change Increase/(Decrease)
|
||||||||||||
Location in consolidated statements of income
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of revenues
|
|
$
|
495,586
|
|
|
$
|
495,142
|
|
|
$
|
(444
|
)
|
|
$
|
447,956
|
|
|
$
|
447,718
|
|
|
$
|
(238
|
)
|
General and administrative expenses
|
|
$
|
102,567
|
|
|
$
|
102,515
|
|
|
$
|
(52
|
)
|
|
$
|
88,648
|
|
|
$
|
88,616
|
|
|
$
|
(32
|
)
|
Selling and marketing expenses
|
|
$
|
53,383
|
|
|
$
|
53,379
|
|
|
$
|
(4
|
)
|
|
$
|
50,582
|
|
|
$
|
50,579
|
|
|
$
|
(3
|
)
|
Other income, net
|
|
$
|
11,859
|
|
|
$
|
11,359
|
|
|
$
|
(500
|
)
|
|
$
|
15,408
|
|
|
$
|
15,135
|
|
|
$
|
(273
|
)
|
|
|
Year ended December 31,
|
|
Year ended December 31,
|
||||||||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||||||||||
|
|
Cost of revenues previously reported
|
|
Cost of revenues as revised
|
|
Effect of change Increase/(Decrease)
|
|
Cost of revenues previously reported
|
|
Cost of revenues as revised
|
|
Effect of change Increase/(Decrease)
|
||||||||||||
Segment information (refer Note 3)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Insurance
|
|
$
|
159,529
|
|
|
$
|
159,433
|
|
|
$
|
(96
|
)
|
|
$
|
146,203
|
|
|
$
|
146,151
|
|
|
$
|
(52
|
)
|
Healthcare
|
|
$
|
49,483
|
|
|
$
|
49,412
|
|
|
$
|
(71
|
)
|
|
$
|
44,098
|
|
|
$
|
44,060
|
|
|
$
|
(38
|
)
|
TT&L
|
|
$
|
41,409
|
|
|
$
|
41,337
|
|
|
$
|
(72
|
)
|
|
$
|
41,962
|
|
|
$
|
41,923
|
|
|
$
|
(39
|
)
|
F&A
|
|
$
|
51,445
|
|
|
$
|
51,362
|
|
|
$
|
(83
|
)
|
|
$
|
48,302
|
|
|
$
|
48,258
|
|
|
$
|
(44
|
)
|
All Other
|
|
$
|
56,697
|
|
|
$
|
56,638
|
|
|
$
|
(59
|
)
|
|
$
|
61,050
|
|
|
$
|
61,019
|
|
|
$
|
(31
|
)
|
Analytics
|
|
$
|
137,023
|
|
|
$
|
136,960
|
|
|
$
|
(63
|
)
|
|
$
|
106,341
|
|
|
$
|
106,307
|
|
|
$
|
(34
|
)
|
Operating Expenses
|
|
$
|
194,499
|
|
|
$
|
194,443
|
|
|
$
|
(56
|
)
|
|
$
|
173,810
|
|
|
$
|
173,775
|
|
|
$
|
(35
|
)
|
Foreign exchange gain, interest expense and other income, net
|
|
$
|
12,809
|
|
|
$
|
12,309
|
|
|
$
|
(500
|
)
|
|
$
|
19,662
|
|
|
$
|
19,389
|
|
|
$
|
(273
|
)
|
|
|
Year ended December 31,
|
|
Year ended December 31,
|
||||||||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||||||||||
|
|
Previously reported
|
|
As revised
|
|
Effect of change Increase/(Decrease)
|
|
Previously reported
|
|
As revised
|
|
Effect of change Increase/(Decrease)
|
||||||||||||
Consolidated statements of cash flows
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by operating activities
|
|
$
|
113,140
|
|
|
$
|
113,159
|
|
|
$
|
19
|
|
|
$
|
100,258
|
|
|
$
|
102,395
|
|
|
$
|
2,137
|
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
|
$
|
3,711
|
|
|
$
|
3,935
|
|
|
$
|
224
|
|
|
$
|
(5,033
|
)
|
|
$
|
(5,122
|
)
|
|
$
|
(89
|
)
|
Net increase/(decrease) in cash, cash equivalents and restricted cash
|
|
$
|
(126,360
|
)
|
|
$
|
(126,117
|
)
|
|
$
|
243
|
|
|
$
|
7,832
|
|
|
$
|
9,880
|
|
|
$
|
2,048
|
|
Cash, cash equivalents and restricted cash - beginning of year
|
|
$
|
213,155
|
|
|
$
|
220,394
|
|
|
$
|
7,239
|
|
|
$
|
205,323
|
|
|
$
|
210,514
|
|
|
$
|
5,191
|
|
Cash, cash equivalents and restricted cash - end of year
|
|
$
|
86,795
|
|
|
$
|
94,277
|
|
|
$
|
7,482
|
|
|
$
|
213,155
|
|
|
$
|
220,394
|
|
|
$
|
7,239
|
|
Incremental Lender
|
Incremental Commitments
|
Citibank, N.A.
|
$15,000,000
|
PNC Bank, N.A.
|
$15,000,000
|
JPMorgan Chase Bank, N.A.
|
$15,000,000
|
Bank of America, N.A.
|
$30,000,000
|
TD Bank, N.A.
|
$25,000,000
|
Total
|
$100,000,000
|
Lender
|
Initial
Commitment
|
Incremental Commitments
|
Total
Commitment
|
Citibank, N.A.
|
$60,000,000
|
$15,000,000
|
$75,000,000
|
PNC Bank, N.A.
|
$55,000,000
|
$15,000,000
|
$70,000,000
|
JPMorgan Chase Bank, N.A.
|
$50,000,000
|
$15,000,000
|
$65,000,000
|
Bank of America, N.A.
|
$35,000,000
|
$30,000,000
|
$65,000,000
|
TD Bank, N.A.
|
N/A
|
$25,000,000
|
$25,000,000
|
Total
|
$200,000,000
|
$100,000,000
|
$300,000,000
|
Name of Subsidiary
|
Jurisdiction
|
Business Process Outsourcing (India) Private Limited
|
India
|
Business Process Outsourcing Ltd.
|
Mauritius
|
Business Process Outsourcing, LLC
|
Delaware
|
Datasource Consulting, LLC
|
Colorado
|
exl Service.com (India) Private Limited
|
India
|
ExlService (UK) Limited
|
United Kingdom
|
ExlService Australia Pty Ltd.
|
Australia
|
ExlService Bulgaria EAD
|
Bulgaria
|
ExlService Colombia, S.A.S.
|
Colombia
|
ExlService Czech Republic S.R.O.
|
Czech Republic
|
ExlService Germany GmbH
|
Germany
|
ExlService Mauritius Limited
|
Mauritius
|
ExlService Philippines, Inc.
|
Philippines
|
ExlService Romania Private Limited S.R.L.
|
Romania
|
Exl Service South Africa (PTY) Ltd.
|
South Africa
|
ExlService Switzerland GmbH
|
Switzerland
|
ExlService Technology Solutions, LLC
|
Delaware
|
ExlService.com, LLC
|
Delaware
|
Inductis (India) Private Limited
|
India
|
Inductis (Singapore) PTE Limited
|
Singapore
|
Insight Solutions, LLC
|
Kansas
|
IQR Analytics Private Limited
|
India
|
IQR Consulting Inc.
|
California
|
JCG New Media, LLC
|
Pennsylvania
|
Liss Systems Limited
|
United Kingdom
|
OPI Limited
|
Mauritius
|
Outsource Partners International Limited
|
United Kingdom
|
Outsource Partners International, Inc.
|
Delaware
|
Outsource Partners International Private Limited
|
India
|
Overland Holdings, Inc.
|
Delaware
|
Overland Solutions, Inc.
|
Delaware
|
RPM Data Solutions, LLC
|
New Jersey
|
RPM Direct, LLC
|
New Jersey
|
SCIOinspire Holdings Inc.
|
Cayman Island
|
SCIO Health Analytics (UK) Limited
|
United Kingdom
|
Data Intelligence Limited
|
United Kingdom
|
SCIOinspire Consulting Services (India) Private Limited
|
India
|
SCIOinspire Corp
|
Delaware
|
ExlService Canada Inc.
|
Canada
|
EXL Analytics SA (Pty) Limited
|
South Africa
|
1.
|
I have reviewed this annual report of ExlService Holdings, Inc. for the year ended
December 31, 2018
;
|
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: February 28, 2019
|
/s/ Rohit Kapoor
|
|
Rohit Kapoor
|
|
Vice-Chairman and Chief Executive Officer
|
1.
|
I have reviewed this annual report of ExlService Holdings, Inc. for the year ended
December 31, 2018
;
|
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: February 28, 2019
|
/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
|
|
|
|
February 28, 2019
|
|
(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
|
|
|
|
February 28, 2019
|
|