x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
|
Delaware
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223536104
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
41 University Drive, Suite 202
Newtown, Pennsylvania
|
18940
|
(Address of principal executive offices)
|
(Zip code)
|
|
|
|
|
Large accelerated filer
|
¨
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Accelerated filer
|
x
|
|
|
|
|
Non-accelerated filer
|
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
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Title of Each Class
|
Outstanding as of April 30, 2014
|
Common Stock, par value $0.001 per share
|
46,988,555
shares
|
|
Page
|
|
As of
March 31,
2014
|
As of
December 31, 2013
|
||||||
Assets
|
|
|
||||||
Current assets
|
|
|
||||||
Cash and cash equivalents
|
$
|
174,066
|
$
|
169,207
|
||||
Accounts receivable, net of allowance of $1,936 and $1,800 respectively
|
89,932
|
95,431
|
||||||
Unbilled revenues
|
58,791
|
43,108
|
||||||
Prepaid and other current assets
|
15,111
|
14,355
|
||||||
Employee loans, net of allowance of $0 and $0, respectively, current
|
2,114
|
1,989
|
||||||
Time deposits
|
6,884
|
1,188
|
||||||
Restricted cash, current
|
—
|
298
|
||||||
Deferred tax assets, current
|
5,366
|
5,392
|
||||||
Total current assets
|
352,264
|
330,968
|
||||||
Property and equipment, net
|
53,072
|
53,315
|
||||||
Restricted cash, long-term
|
216
|
225
|
||||||
Employee loans, net of allowance of $0 and $0, respectively, long-term
|
4,234
|
4,401
|
||||||
Intangible assets, net
|
12,957
|
13,734
|
||||||
Goodwill
|
26,392
|
22,268
|
||||||
Deferred tax assets, long-term
|
4,705
|
4,557
|
||||||
Other long-term assets
|
4,797
|
3,409
|
||||||
Total assets
|
$
|
458,637
|
$
|
432,877
|
||||
|
||||||||
Liabilities
|
||||||||
Current liabilities
|
||||||||
Accounts payable
|
$
|
11,812
|
$
|
2,835
|
||||
Accrued expenses and other liabilities
|
15,314
|
20,175
|
||||||
Deferred revenue, current
|
4,539
|
4,543
|
||||||
Due to employees
|
17,305
|
12,665
|
||||||
Taxes payable
|
10,413
|
14,171
|
||||||
Deferred tax liabilities, current
|
1,072
|
275
|
||||||
Total current liabilities
|
60,455
|
54,664
|
||||||
Deferred revenue, long-term
|
340
|
533
|
||||||
Taxes payable, long-term
|
1,228
|
1,228
|
||||||
Deferred tax liabilities, long-term
|
334
|
351
|
||||||
Total liabilities
|
62,357
|
56,776
|
||||||
Commitments and contingencies (See Note 10)
|
||||||||
Stockholders’ equity
|
||||||||
Common stock, $0.001 par value; 160,000,000 authorized; 47,893,055 and 47,569,463 shares issued, 46,940,797 and 46,614,916 shares outstanding at March 31, 2014 and December 31, 2013, respectively
|
47
|
46
|
||||||
Additional paid-in capital
|
201,955
|
195,585
|
||||||
Retained earnings
|
208,350
|
190,986
|
||||||
Treasury stock
|
(8,663
|
)
|
(8,684
|
)
|
||||
Accumulated other comprehensive loss
|
(5,409
|
)
|
(1,832
|
)
|
||||
Total stockholders’ equity
|
396,280
|
376,101
|
||||||
Total liabilities and stockholders’ equity
|
$
|
458,637
|
$
|
432,877
|
|
Three Months Ended
March 31,
|
|||||||
|
2014
|
2013
|
||||||
Revenues
|
$
|
160,384
|
$
|
124,198
|
||||
Operating expenses:
|
||||||||
Cost of revenues (exclusive of depreciation and amortization)
|
102,454
|
77,937
|
||||||
Selling, general and administrative expenses
|
32,359
|
27,083
|
||||||
Depreciation and amortization expense
|
3,689
|
3,617
|
||||||
Other operating expenses, net
|
25
|
25
|
||||||
Income from operations
|
21,857
|
15,536
|
||||||
Interest and other income, net
|
976
|
630
|
||||||
Foreign exchange loss
|
(1,241
|
)
|
(499
|
)
|
||||
Income before provision for income taxes
|
21,592
|
15,667
|
||||||
Provision for income taxes
|
4,228
|
2,987
|
||||||
Net income
|
$
|
17,364
|
$
|
12,680
|
||||
Foreign currency translation adjustments
|
(3,577
|
)
|
(2,343
|
)
|
||||
Comprehensive income
|
$
|
13,787
|
$
|
10,337
|
||||
|
||||||||
Net income per share:
|
||||||||
Basic
|
$
|
0.37
|
$
|
0.28
|
||||
Diluted
|
$
|
0.35
|
$
|
0.27
|
||||
Shares used in calculation of net income per share:
|
||||||||
Basic
|
46,797
|
44,812
|
||||||
Diluted
|
49,207
|
47,646
|
|
Three Months Ended
March 31,
|
|||||||
|
2014
|
2013
|
||||||
Cash flows from operating activities:
|
|
|
||||||
Net income
|
$
|
17,364
|
$
|
12,680
|
||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
3,689
|
3,617
|
||||||
Bad debt expense
|
368
|
161
|
||||||
Deferred taxes
|
97
|
268
|
||||||
Stock-based compensation expense
|
3,208
|
2,576
|
||||||
Excess tax benefit on stock-based compensation plans
|
(995
|
)
|
(1,529
|
)
|
||||
Other
|
294
|
586
|
||||||
Changes in operating assets and liabilities:
|
||||||||
(Increase)/ decrease in operating assets:
|
||||||||
Accounts receivable
|
4,908
|
1,664
|
||||||
Unbilled revenues
|
(15,611
|
)
|
(18,597
|
)
|
||||
Prepaid expenses and other assets
|
939
|
(103
|
)
|
|||||
Increase/ (decrease) in operating liabilities:
|
||||||||
Accounts payable
|
8,563
|
3,009
|
||||||
Accrued expenses and other liabilities
|
(7,908
|
)
|
(12,094
|
)
|
||||
Deferred revenues
|
265
|
(1,923
|
)
|
|||||
Due to employees
|
4,711
|
3,191
|
||||||
Taxes payable
|
(3,704
|
)
|
(5,244
|
)
|
||||
Net cash provided by/ (used in) operating activities
|
16,188
|
(11,738
|
)
|
|||||
Cash flows used in investing activities:
|
||||||||
Purchases of property and equipment
|
(2,157
|
)
|
(2,887
|
)
|
||||
Payment for construction of corporate facilities
|
(1,488
|
)
|
(808
|
)
|
||||
Employee housing loans
|
(294
|
)
|
(2,834
|
)
|
||||
Proceeds from repayments of employee housing loans
|
419
|
—
|
||||||
(Increase)/decrease in restricted cash and time deposits, net (Note 3)
|
(5,387
|
)
|
177
|
|||||
Decrease/(increase) in other long-term assets, net
|
(350
|
)
|
(122
|
)
|
||||
Acquisition of businesses, net of cash acquired (Note 2)
|
(2,419
|
)
|
—
|
|||||
Net cash used in investing activities
|
(11,676
|
)
|
(6,474
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Proceeds related to stock options exercises
|
2,139
|
2,510
|
||||||
Excess tax benefit on stock-based compensation plans
|
995
|
1,529
|
||||||
Net cash provided by financing activities
|
3,134
|
4,039
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
(2,787
|
)
|
(1,133
|
)
|
||||
Net increase/ (decrease) in cash and cash equivalents
|
4,859
|
(15,306
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
169,207
|
118,112
|
||||||
Cash and cash equivalents, end of period
|
$
|
174,066
|
$
|
102,806
|
1. | BASIS OF PRESENTATION |
2. | ACQUISITIONS |
|
Amount
|
|||
Cash paid at Closing
|
$
|
2,419
|
||
Working capital adjustment
|
(46
|
)
|
||
Deferred consideration payable in cash
|
1,400
|
|||
Contingent consideration payable in cash
|
1,825
|
|||
Total preliminary consideration
|
$
|
5,598
|
|
Amount
|
|||
Trade receivables and other current assets
|
$
|
788
|
||
Property and equipment
|
52
|
|||
Deferred tax asset
|
351
|
|||
Goodwill and acquired intangible assets
|
4,476
|
|||
Total assets acquired
|
5,667
|
|||
Accounts payable and accrued expenses
|
69
|
|||
Total liabilities assumed
|
69
|
|||
Net assets acquired
|
$
|
5,598
|
3. | RESTRICTED CASH AND TIME DEPOSITS |
|
March 31,
2014
|
December 31,
2013
|
||||||
Time deposits
|
$
|
6,884
|
$
|
1,188
|
||||
Short-term security deposits under customer contracts
|
—
|
298
|
||||||
Long-term deposits under employee loan programs
|
216
|
225
|
||||||
Total
|
$
|
7,100
|
$
|
1,711
|
4. | EMPLOYEE LOANS AND ALLOWANCE FOR LOAN LOSSES |
|
March 31,
2014
|
December 31,
2013
|
||||||
Housing loans
|
$
|
5,767
|
$
|
5,896
|
||||
Relocation and other loans
|
581
|
494
|
||||||
Total employee loans
|
6,348
|
6,390
|
||||||
Less:
|
||||||||
Allowance for loan losses
|
—
|
—
|
||||||
Total loans, net of allowance for loan losses
|
$
|
6,348
|
$
|
6,390
|
5. | LONG-TERM DEBT |
6. | EMPLOYEE BENEFITS |
7. | INCOME TAXES |
8. | STOCK-BASED COMPENSATION |
|
Three Months Ended
March 31,
|
|||||||
|
2014
|
|
2013
|
|||||
Cost of revenues
|
$
|
1,403
|
$
|
779
|
||||
Selling, general and administrative expenses
|
1,805
|
1,797
|
||||||
Total
|
$
|
3,208
|
$
|
2,576
|
|
Number of
Options |
Weighted Average
Exercise Price |
Aggregate
Intrinsic Value |
|||||||||
Options outstanding at January 1, 2014
|
5,823,536
|
$
|
13.99
|
$
|
122,003
|
|||||||
Options granted
|
2,311,000
|
32.14
|
1,756
|
|||||||||
Options exercised
|
(323,592
|
)
|
6.75
|
(8,462
|
)
|
|||||||
Options forfeited/cancelled
|
(58,741
|
)
|
18.17
|
(865
|
)
|
|||||||
Options outstanding at March 31, 2014
|
7,752,203
|
$
|
19.67
|
$
|
102,562
|
|||||||
Options vested and exercisable at March 31, 2014
|
3,008,362
|
$
|
9.76
|
$
|
69,613
|
|||||||
Options expected to vest
|
4,269,150
|
$
|
25.72
|
$
|
30,670
|
|
Number of
Shares |
Weighted Average Grant Date Fair Value Per Share
|
||||||
Unvested restricted stock outstanding at January 1, 2014
|
344,928
|
$
|
18.74
|
|||||
Restricted stock granted
|
2,289
|
36.57
|
||||||
Restricted stock vested
|
(3,520
|
)
|
14.67
|
|||||
Unvested restricted stock outstanding at March 31, 2014
|
343,697
|
$
|
18.90
|
9. | EARNINGS PER SHARE |
|
Three Months Ended
March 31,
|
|||||||
|
2014
|
2013
|
||||||
Numerator for common earnings per share:
|
|
|
||||||
Net income
|
$
|
17,364
|
$
|
12,680
|
||||
Numerator for basic and diluted earnings per share
|
$
|
17,364
|
$
|
12,680
|
||||
|
||||||||
Denominator for basic earnings per share:
|
||||||||
Weighted average common shares outstanding
|
46,797
|
44,812
|
||||||
Effect of dilutive securities:
|
||||||||
Stock options
|
2,410
|
2,834
|
||||||
Denominator for diluted earnings per share
|
49,207
|
47,646
|
||||||
|
||||||||
Net income per share:
|
||||||||
Basic
|
$
|
0.37
|
$
|
0.28
|
||||
Diluted
|
$
|
0.35
|
$
|
0.27
|
10. | COMMITMENTS AND CONTINGENCIES |
11. | OPERATING SEGMENTS |
|
Three Months Ended
March 31,
|
|||||||
|
2014
|
2013
|
||||||
Total segment revenues:
|
|
|
||||||
North America
|
$
|
80,198
|
$
|
63,057
|
||||
Europe
|
67,659
|
46,153
|
||||||
Russia
|
10,748
|
12,353
|
||||||
Other
|
1,392
|
2,613
|
||||||
Total segment revenues
|
$
|
159,997
|
$
|
124,176
|
||||
Segment operating profit:
|
||||||||
North America
|
$
|
18,197
|
$
|
14,181
|
||||
Europe
|
14,135
|
8,371
|
||||||
Russia
|
(1,135
|
)
|
632
|
|||||
Other
|
(1,318
|
)
|
84
|
|||||
Total segment operating profit
|
$
|
29,879
|
$
|
23,268
|
|
Three Months Ended
March 31,
|
|||||||
|
2014
|
2013
|
||||||
Total segment revenues
|
$
|
159,997
|
$
|
124,176
|
||||
Unallocated revenue
|
387
|
22
|
||||||
Revenues
|
$
|
160,384
|
$
|
124,198
|
||||
|
||||||||
Total segment operating profit:
|
$
|
29,879
|
$
|
23,268
|
||||
Unallocated amounts:
|
||||||||
Other revenues
|
387
|
22
|
||||||
Stock-based compensation expense
|
(3,208
|
)
|
(2,576
|
)
|
||||
Non-corporate taxes
|
(546
|
)
|
(820
|
)
|
||||
Professional fees
|
(1,314
|
)
|
(1,350
|
)
|
||||
Depreciation and amortization
|
(655
|
)
|
(715
|
)
|
||||
Bank charges
|
(247
|
)
|
(332
|
)
|
||||
Other corporate expenses
|
(2,439
|
)
|
(1,961
|
)
|
||||
Income from operations
|
21,857
|
15,536
|
||||||
Interest and other income, net
|
976
|
630
|
||||||
Foreign exchange loss
|
(1,241
|
)
|
(499
|
)
|
||||
Income before provision for income taxes
|
$
|
21,592
|
$
|
15,667
|
March 31,
2014
|
December 31,
2013
|
|||||||
Belarus
|
$
|
38,924
|
$
|
38,697
|
||||
Ukraine
|
5,544
|
5,525
|
||||||
Russia
|
3,027
|
3,414
|
||||||
Hungary
|
2,592
|
2,644
|
||||||
United States
|
1,983
|
2,217
|
||||||
Other
|
1,002
|
818
|
||||||
Total
|
$
|
53,072
|
$
|
53,315
|
Three Months Ended
March 31,
|
||||||||
2014
|
2013
|
|||||||
United States
|
$
|
69,136
|
$
|
57,450
|
||||
United Kingdom
|
34,244
|
27,068
|
||||||
Switzerland
|
20,532
|
9,280
|
||||||
Russia
|
10,390
|
11,738
|
||||||
Canada
|
9,981
|
5,425
|
||||||
Germany
|
6,132
|
4,533
|
||||||
Sweden
|
2,312
|
1,255
|
||||||
Netherlands
|
2,118
|
2,386
|
||||||
Kazakhstan
|
1,242
|
2,465
|
||||||
Belgium
|
641
|
—
|
||||||
France
|
373
|
—
|
||||||
Italy
|
223
|
9
|
||||||
Norway
|
189
|
—
|
||||||
Ukraine
|
165
|
188
|
||||||
Spain
|
106
|
632
|
||||||
Other locations
|
633
|
331
|
||||||
Reimbursable expenses and other revenues
|
1,967
|
1,438
|
||||||
Revenues
|
$
|
160,384
|
$
|
124,198
|
Three Months Ended
March 31, |
||||||||
2014
|
2013
|
|||||||
Software development
|
$
|
110,687
|
$
|
83,780
|
||||
Application testing services
|
31,770
|
24,153
|
||||||
Application maintenance and support
|
11,378
|
10,839
|
||||||
Infrastructure services
|
3,754
|
3,410
|
||||||
Licensing
|
828
|
578
|
||||||
Reimbursable expenses and other revenues
|
1,967
|
1,438
|
||||||
Revenues
|
$
|
160,384
|
$
|
124,198
|
12. | RECENT ACCOUNTING PRONOUNCEMENTS |
13. | SUBSEQUENT EVENTS |
|
Three Months Ended March 31, 2013
|
|||||||||||||||
|
As Previously Reported
|
After Reclassification
|
||||||||||||||
|
(in thousands, except percentages)
|
|||||||||||||||
Client Location
|
||||||||||||||||
North America
|
$
|
64,474
|
51.9
|
%
|
$
|
62,875
|
50.6
|
%
|
||||||||
Europe
|
43,632
|
35.1
|
45,231
|
36.4
|
||||||||||||
CIS
|
14,654
|
11.8
|
14,654
|
11.8
|
||||||||||||
Reimbursable expenses and other revenues
|
1,438
|
1.2
|
1,438
|
1.2
|
||||||||||||
Revenues
|
$
|
124,198
|
100.0
|
%
|
$
|
124,198
|
100
|
%
|
|
Three Months Ended
March 31, |
Increase
|
||||||||||||||
|
2014
|
2013
|
Dollars
|
Percentage
|
||||||||||||
|
(in thousands, except percentages)
|
|||||||||||||||
Revenues
|
$
|
160,384
|
$
|
124,198
|
$
|
36,186
|
29.1
|
%
|
||||||||
Income from operations
|
21,857
|
15,536
|
6,321
|
40.7
|
%
|
|||||||||||
Net income
|
17,364
|
12,680
|
4,684
|
36.9
|
%
|
•
|
Revenue growth from customers in most of our key verticals, and in particular within Banking and Financial Services and Travel and Consumer verticals, which grew $14.9 million and $9.1 million, respectively, over the corresponding period of 2013;
|
•
|
Continued recovery of the Business Information and Media vertical, which increased revenues by 19.2% in the first quarter of 2014, as compared to 8.8% growth in revenues in the first quarter of 2013;
|
•
|
The European market continued its strong performance, generating revenue growth of $22.0 million during the first quarter of 2014, or 48.7%, over the corresponding period of 2013;
|
•
|
Income from operations grew by 40.7% during the first quarter of 2014 compared with the first quarter of 2013, and by 1.1% as a percentage of revenues;
|
•
|
Increase in net income of 36.9% during the first quarter of 2014 compared with the corresponding period of 2013. Expressed as a percentage of revenues, our net income increased 0.6% year-over year despite the adverse effects of higher effective tax rate and foreign exchange changes in the first quarter of 2014 as compared to the corresponding period last year.
|
•
|
Income from operations, as reported on our consolidated and condensed statements of income and comprehensive income, excluding certain expenses and benefits, which we refer to as “non-GAAP income from operations”.
|
•
|
The second measure calculates non-GAAP income from operations as a percentage of reported revenues, which we refer to as “non-GAAP operating margin”.
|
|
Three Months Ended
March 31, |
|||||||
|
2014
|
2013
|
||||||
|
(in thousands, except percentages)
|
|||||||
|
|
|
||||||
GAAP income from operations
|
$
|
21,857
|
$
|
15,536
|
||||
Stock-based compensation expense
|
3,208
|
2,576
|
||||||
Amortization of purchased intangible assets
|
650
|
699
|
||||||
Acquisition-related costs
|
581
|
38
|
||||||
Non-GAAP income from operations
|
$
|
26,296
|
$
|
18,849
|
||||
|
||||||||
GAAP operating margin
|
13.6
|
%
|
12.5
|
%
|
||||
Effect of the adjustments detailed above
|
2.8
|
2.7
|
||||||
Non-GAAP operating margin
|
16.4
|
%
|
15.2
|
%
|
|
Three Months Ended
March 31, |
Increase
|
||||||||||||||
|
2014
|
2013
|
Dollars
|
Percentage
|
||||||||||||
|
(in thousands, except percentages)
|
|||||||||||||||
Revenues
|
$
|
160,384
|
$
|
124,198
|
$
|
36,186
|
29.1
|
%
|
||||||||
Operating expenses:
|
||||||||||||||||
Cost of revenues (exclusive of depreciation and amortization)(1)
|
102,454
|
77,937
|
24,517
|
31.5
|
%
|
|||||||||||
Selling, general and administrative expenses(2)
|
32,359
|
27,083
|
5,276
|
19.5
|
%
|
|||||||||||
Depreciation and amortization expense
|
3,689
|
3,617
|
72
|
2.0
|
%
|
|||||||||||
Other operating expenses, net
|
25
|
25
|
—
|
0.0
|
%
|
|||||||||||
Income from operations
|
21,857
|
15,536
|
6,321
|
40.7
|
%
|
|||||||||||
Interest and other income, net
|
976
|
630
|
346
|
54.9
|
%
|
|||||||||||
Foreign exchange loss
|
(1,241
|
)
|
(499
|
)
|
(742
|
)
|
148.7
|
%
|
||||||||
Income before provision for income taxes
|
21,592
|
15,667
|
5,925
|
37.8
|
%
|
|||||||||||
Provision for income taxes
|
4,228
|
2,987
|
1,241
|
41.5
|
%
|
|||||||||||
Net income
|
$
|
17,364
|
$
|
12,680
|
$
|
4,684
|
36.9
|
%
|
|
|
(1) Included $1,403 and $779 of stock-based compensation expense for the three months ended March 31, 2014 and 2013, respectively;
|
|
(2)
Included $1,805 and $1,797 of stock-based compensation expense for the three months ended March 31, 2014 and 2013, respectively.
|
|
Three Months Ended
March 31, |
|||||||
|
2014
|
2013
|
||||||
|
(in thousands)
|
|||||||
Total segment revenues:
|
|
|
||||||
North America
|
$
|
80,198
|
$
|
63,057
|
||||
Europe
|
67,659
|
46,153
|
||||||
Russia
|
10,748
|
12,353
|
||||||
Other
|
1,392
|
2,613
|
||||||
Total segment revenues
|
$
|
159,997
|
$
|
124,176
|
||||
Segment operating profit:
|
||||||||
North America
|
$
|
18,197
|
$
|
14,181
|
||||
Europe
|
14,135
|
8,371
|
||||||
Russia
|
(1,135
|
)
|
632
|
|||||
Other
|
(1,318
|
)
|
84
|
|||||
Total segment operating profit
|
$
|
29,879
|
$
|
23,268
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2014 |
|
2013 | ||||
|
(in thousands)
|
|||||||
Condensed Consolidated Statements of Cash Flow Data:
|
|
|
||||||
Net cash provided by/ (used in) operating activities
|
$
|
16,188
|
$
|
(11,738
|
)
|
|||
Net cash used in investing activities
|
(11,676
|
)
|
(6,474
|
)
|
||||
Net cash provided by financing activities
|
3,134
|
4,039
|
||||||
Effect of exchange-rate changes on cash and cash equivalents
|
(2,787
|
)
|
(1,133
|
)
|
||||
Net increase/ (decrease) in cash and cash equivalents
|
$
|
4,859
|
$
|
(15,306
|
)
|
|||
Cash and cash equivalents, beginning of period
|
169,207
|
118,112
|
||||||
Cash and cash equivalents, end of period
|
$
|
174,066
|
$
|
102,806
|
|
Total
|
Less than 1
Year
|
1-3 Years
|
3-5 Years
|
More than 5
Years
|
|||||||||||||||
|
(in thousands)
|
|||||||||||||||||||
Operating lease obligations
|
$
|
31,774
|
$
|
13,876
|
$
|
12,605
|
$
|
5,061
|
$
|
232
|
||||||||||
572
|
572
|
—
|
—
|
—
|
||||||||||||||||
Employee Housing Program (2)
|
132
|
132
|
—
|
—
|
—
|
|||||||||||||||
|
$
|
32,478
|
$
|
14,580
|
$
|
12,605
|
$
|
5,061
|
$
|
232
|
|
|
|
(1)
|
On December 7, 2011, we entered into an agreement with IDEAB Project Eesti AS for the construction of a 14,071 square meter office building within the High Technologies Park in Minsk, Belarus. The building is expected to be operational in 2014. As of March 31, 2014, our total outstanding commitment was $0.6 million.
|
|
(2)
|
In the third quarter of 2012, our Board of Directors approved the Employee Housing Program, which assists employees in purchasing housing in Belarus. As part of the program, we will extend financing to employees up to an aggregate amount of $10.0 million. |
Exhibit
Number
|
|
Description
|
|
|
|
|
||
|
||
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
EPAM SYSTEMS, INC.
|
|
|
|
|
|
By:
|
/s/ Arkadiy Dobkin
|
|
|
Name: Arkadiy Dobkin
|
|
|
Title: Chairman, Chief Executive Officer and President
(principal executive officer)
|
|
|
|
|
By:
|
/s/ Anthony J. Conte
|
|
|
Name: Anthony J. Conte
|
|
|
Title: Vice President, Chief Financial Officer and Treasurer
(principal financial officer and principal accounting officer)
|
|
EPAM SYSTEMS, INC.
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
|
|
|
|
|
|
Participant
|
|
EPAM SYSTEMS, INC.
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
|
|
|
|
|
|
Participant
|
(a)
|
Right to Exercise.
|
(b)
|
Method of Exercise
.
|
|
EPAM SYSTEMS, INC.
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
|
|
|
|
|
|
Participant
|
1. | I have reviewed this quarterly report on Form 10-Q of EPAM Systems, 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. |
/s/ Arkadiy Dobkin
|
|
Arkadiy Dobkin
|
|
Chairman, Chief Executive Officer and President
(principal executive officer)
|
|
1. | I have reviewed this quarterly report on Form 10-Q of EPAM Systems, 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. |
/s/ Anthony J. Conte
|
|
Anthony J. Conte
|
|
Vice President, Chief Financial Officer and Treasurer
(principal financial officer and principal accounting officer)
|
|
/s/ Arkadiy Dobkin
|
|
Arkadiy Dobkin
|
|
Chairman, Chief Executive Officer and President
(principal executive officer)
|
|
/s/ Anthony J. Conte
|
|
Anthony J. Conte
|
|
Vice President, Chief Financial Officer and Treasurer
(principal financial officer and principal accounting officer)
|
|