ITEM 1. BUSINESS
Forward-looking and Cautionary Statements
This Annual Report on Form 10-K (“Annual Report”) contains statements that are not historical facts and that constitute “forward-looking statements” within the meaning of such term under the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements include statements regarding the business outlook, the demand for the products and services, and all other statements in this Annual Report other than recitation of historical facts. Words such as “expect”, “potential”, “believes”, “anticipates”, “plans”, “intends” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements in this Annual Report include, without limitation, forecasts of market growth, future revenues, future expectations concerning growth of business, cost competitiveness, and other matters that involve known and unknown risks, uncertainties and other factors that may cause results, levels of activity, performance or achievements to differ materially from results expressed or implied by this Annual Report. Such risk factors include, among others: whether certain market segments grow as anticipated; whether our new strategies will be effectively managed and implemented as anticipated; volatility of stock price; the competitive environment in the information technology services industry; and whether the companies can successfully provide services/products and the degree to which these gain market acceptance. These and other risks are discussed in Item 1A
ITEM 1A. RISK FACTORS
We operate in a rapidly changing economic and technological environment that presents numerous risks, many of which are driven by factors that we cannot control or predict. The following discussion, as well as the discussion in the “Critical Accounting Policies and Estimates” section of the Management’s Discussion and Analysis of Financial Condition and Results of Operations contained herein, highlights some of these risks. The risks described below are not the only risks we may face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may adversely affect our business, financial condition, results of operations and/or cash flows.
Uncertain global economic conditions may continue to adversely affect demand for our services.
Our revenue and gross margin depend significantly on general economic conditions and the demand for IT services in the markets in which we operate. Economic weakness and constrained IT spending has resulted, and may result in the future, in decreased revenue, gross margin, earnings and growth rates. A material portion of our revenues and profitability is derived from our clients in North America, Canada and Europe. Weakening in these markets as a result of high government deficits, credit downgrades or otherwise, could have a material adverse effect on our results of operations. Ongoing economic volatility and uncertainty affects our business in a number of other ways, including making it more difficult to accurately forecast client demand beyond the short term and effectively build our revenue and resource plans. Economic downturns also may lead to restructuring actions and associated expenses. Uncertainty about future economic conditions makes it difficult for us to forecast operating
results and to make decisions about future investments. Delays or reductions in IT spending could have a material adverse effect on demand for our products and services, and consequently the results of operations, financial condition, cash flows and stock price.
Our operations and assets in India expose us to regulatory, economic, political and other uncertainties in India which could harm our business.
We have a significant offshore presence in India where a majority of our technical professionals are located. In the past, the Indian economy has experienced many of the problems confronting the economies of developing countries, including high inflation and varying gross domestic product growth. Salaries and other related benefits constitute a major portion of our total operating costs. Most of our employees are based in India where our wage costs have historically been significantly lower than wage costs in the United States and Europe for comparably skilled professionals, and this has been one of our competitive advantages. However, wage increases in India or other countries where we have our operations may prevent us from sustaining this competitive advantage. We may need to increase the levels of our employee compensation more rapidly than in the past to retain talent. Unless we are able to continue to increase the efficiency and productivity of our employees, wage increases in the long term may reduce our profit margins.
India has recently experienced political instability, natural disasters and terrorism which have emerged as the biggest risk. These risks have in turn impacted investment decisions and operations as they could lead to possible consequences in the form of loss of time, infrastructure, inventory and manpower along with the opportunity to invest in some other economies that are more rewarding. In the event that any of our business centers are affected by any such disasters, we may sustain damage to our operations and properties, suffer significant losses and be unable to complete our client engagements in a timely manner. In addition, companies may decline to contract with us for services in the light of these risks, because of more generalized concerns about relying on a service provider utilizing international resources that may be viewed as less stable than those provided domestically.
We are subject to significant influence over actions exercised by the Indian government which could have an adverse effect on our business sector. Such actions by the government could influence the functioning of our business both in long and short term. We have been provided significant tax incentives in the past, which includes among other things, tax holidays and favorable rules on foreign investment and repatriation. In addition, a change in laws, policies and regulations by the regulators including changes in industry or trade policies, budget amendments or a change in the government could require costly changes to the way we operate and remove any of the benefits realized by us which could have a material adverse effect on our business, results of operations and financial condition.
Our revenues are concentrated in a limited number of clients in a limited number of industries which are primarily located in the United States and Europe and our revenues may be reduced if these clients significantly decrease their IT spending.
Our revenues are highly dependent on clients primarily located in North America, as well as clients concentrated in certain industries. Economic slowdowns, changes in U.S. law and other restrictions or factors that affect the economic health of these industries may affect our business. In the year ended December 31, 2013, approximately 80.3% of our revenue was derived from customers located in the United States and Canada. We have in the past derived, and may in the future derive, a significant portion of our revenue from a relatively limited number of clients. Our five largest clients represented approximately 40%, 37% and 40% of revenues for the years ended December 31, 2013, 2012 and 2011, respectively. Consequently, if our top clients reduce or postpone their IT spending significantly, this may lower the demand for our services and negatively affect our revenues and profitability. Further, any significant decrease in the growth of the financial services or other industry segments on which we focus may reduce the demand for our services and negatively affect our revenues, profitability and cash flows.
Our client contracts, including those with our two largest customers, typically can be terminated without cause and with little or no notice or penalty, and contain other provisions which could negatively impact our revenues and profitability.
Our clients typically retain us through non-exclusive master service agreements (“MSA”). Most of our client project contracts, including those that are on a fixed-price and fixed-price service level agreement (“SLA”) basis can be terminated with or without cause, with zero to ninety days notice and without termination-related penalties. As a result, the termination of project contracts results in the loss of anticipated revenues and potential reduction in profit margins in subsequent periods.
Our MSAs typically do not include any commitment by our clients to give us a specific volume of business or future work and certain of our MSAs do not require the client to make payments for any services or work reasonably deemed unacceptable to the client. Our business is dependent on the decisions and actions of our clients, many of which are outside our control, which might result in the termination of a project or the loss of a client and the incurrence of penalties and liabilities as a result of such termination. Our clients may demand price reductions, change their outsourcing strategy by limiting the number of suppliers they use, moving more work in-house or to our competitors or replacing their existing software with packaged software supported by licensors. Any of these decisions or actions could adversely affect our revenues and profitability.
If we do not successfully implement our new organizational and operational strategies, our financial condition and results of operations could be adversely affected.
On September 16, 2013, Ashok Vemuri became our new President and CEO. He recently restructured the Company’s North American operations to decentralize decision-making, provide greater empowerment and stronger accountability for the performance of respective divisions, thereby driving focused growth through deeper development of capabilities with the imperatives of agility, speed and imagination. The design of our new strategies is based on certain assumptions regarding our business, markets, cost structures and customers. If our assumptions are incorrect, we may be unable to fully implement our new strategies and, even if fully implemented, our new strategies may not yield the benefits that we expect. If we are not able to effectively manage our new strategies, instead of resulting in growth for and enhanced value to the Company, our new strategies may cause us to experience operational issues and expose us to operational risks, each of which could have material adverse effects on our reputation, business, financial condition and results of operations. In addition, these new strategies have resulted, and could in the future result in, the loss of the key employees. The loss of the services of key personnel and the failure to hire suitable replacements could have a material adverse effect on our ability to implement the new strategies, financial condition and results of operations.
Risks associated with the complexities of our differentiated business outcomes model may result in lower growth, reducing our revenue and profitability.
We have built a reputation and core differentiating attribute around our unique business outcomes-based model. In an intensely competitive marketplace, we look to transform by deviating away from traditional billing models, like the existing “time-and-material” model used by a majority of our competitors in favor of a more “client-friendly business outcome” model. The business outcome model is a non-linear model that diminishes risk for a client, as they only pay for services actually used on a per-transaction basis. However, in this outcomes-based model a greater proportion of risk is transferred to us in terms of vendor estimation of costs and resources, quality or rework required in a project. Our success in this model depends on how efficiently we facilitate a multidimensional business matrix which encompasses business goals, IT, operations, processes and related costs. If we fail to leverage our understanding of diverse business challenges faced by global clients or fail to provide optimal and holistic business solutions, our growth might be hampered thereby reducing our revenue and profitability.
Continued pricing pressures may reduce our revenues.
We market our service offerings to large and medium-sized organizations. Generally, the pricing for the projects depends on the type of contract:
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Time and Material Contracts - Contract payments are based on the number of consultant hours worked on the project.
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Annual Maintenance Contracts (Fixed time frame) - Contracts with no stated deliverables and having a designated workforce, the pricing is based on fixed periodic payments.
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Fixed Price Contracts - Contracts based upon deliverables and/or achieving of project milestones, pricing is based on a fixed price.
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Transaction Price Based Contracts - Contracts payments are on per transaction basis.
The intense competition and the changes in the general economic and business conditions can put pressure on us to change our prices. If our competitors offer deep discounts on certain services or provide services that the marketplace considers more valuable, we may need to lower prices or offer other favorable terms in order to compete successfully. Any such changes may reduce margins and could adversely affect results of operations, financial condition and cash flows.
Any broad-based change to our prices and pricing policies could cause revenues to decline or be delayed as our sales force implements and our customers adjust to the new pricing policies. Some of our competitors may bundle software products and services for promotional purposes or as a long-term pricing strategy or provide guarantees of prices and product implementations. These practices could, over time, significantly constrain the prices that we can charge for certain services. If we do not adapt our pricing models to reflect changes in customer use of our services or changes in customer demand, our revenues and cash flows could decrease.
Our clients may seek to reduce their dependence on India for outsourced IT services or take advantage of the services provided in countries with labor costs similar to or lower than India.
Clients which presently outsource a significant proportion of their IT services requirements to vendors in India may, for various reasons, including in response to rising labor costs in India and to diversify geographic risk, seek to reduce their dependence on one country. We expect that future competition will increasingly include firms with operations in other countries, especially those countries with labor costs similar to or lower than India, such as China, the Philippines and countries in Eastern Europe. Since wage costs in our industry in India are increasing, our ability to compete effectively will become increasingly dependent on our reputation, the quality of our services and our expertise in specific industries. If labor costs in India rise at a rate which is significantly greater than labor costs in other countries, our reliance on the labor in India may reduce our profit margins and adversely affect our ability to compete, which would, in turn, have a negative impact on our results of operations.
Our international operations subject us to exposure to foreign currency fluctuations.
We have international operations in twenty three countries and as we expand our international operations, more of our customers may pay us in foreign currencies. Transactions in currencies other than U.S. Dollars (“USD”) subject us to fluctuations in currency exchange rates. Accordingly, changes in exchange rates between the USD and other currencies could have a material adverse effect on our revenues and net income, which may in turn have a negative impact on our business, results of operations, financial condition and cash flows. The exchange rate between the USD and other currencies has changed substantially in recent years and may fluctuate in the future. We expect that a majority of our revenues will continue to be generated in USD for the foreseeable future and that a significant portion of our expenses, including personnel costs, as well as capital and operating expenditures, will continue to be denominated in other currencies such as INR, Canadian Dollars (“CAD”), Mexican Pesos, Australian Dollars, British Pounds (“GBP”), Euro, and Japanese Yen (“JPY”). The hedging strategies that we have implemented, or may in the future implement, to mitigate foreign currency exchange rate
risks may not reduce or completely offset our exposure to foreign exchange rate fluctuations and may expose our business to unexpected market, operational and counterparty credit risks. Accordingly, we may incur losses from our use of foreign exchange derivate contracts that could have a material adverse effect on our business, results of operations and financial condition.
The Company is exposed to risk of loss and counterparty default risks relating to the cash and investment deposits and the hedges it enters into which could result in significant losses and harm to our business, results of operation and financial condition.
We have entered into arrangements with financial institutions that include cash and investment deposits, foreign exchange option contracts and forward contracts to mitigate foreign currency risk on Indian rupee denominated payments and monetary assets. As a result, we are subject to the risk that the counterparty to one or more of these arrangements will default, either voluntarily or involuntarily, on its performance under the terms of the arrangement. In times of market distress, we are subject to the risk that our counterparties could not make good on a transaction, but also to the risk that our counterparties’ counterparties’ might fail to live up to the terms of a transaction, increasing risk to our counterparties and thereby transmitting it back to us. This type of cross-firm connectivity has the ability to greatly magnify the systemic shocks of a significant default by any single firm. In such circumstances, we may be unable to take action to cover our exposure, either because we lack the contractual ability or because market conditions make it difficult to take effective action.
Our ability to generate cash depends on many factors beyond our control, and we may not be able to generate the cash required to service our debt.
Our ability to make payments on and refinance our indebtedness and to fund our operations will depend on our ability to generate cash in the future. Our historical financial results have been, and our future financial results are expected to be, subject to substantial fluctuations, and will depend upon general economic conditions and financial, competitive, legislative, regulatory and other factors that are beyond our control. If we are unable to meet our debt service obligations or fund our other liquidity needs, we may need to refinance all or a portion of our debt, before maturity, seek additional equity capital, reduce or delay scheduled expansions and capital expenditures or sell material assets or operations. We cannot assure you that we will be able to pay our debt or refinance it on commercially reasonable terms, or at all, or to fund our liquidity needs.
If for any reason we are unable to meet our debt service obligations, we would be in default under the terms of the agreements governing our outstanding debt. If such a default were to occur, the lenders under the Revolving Credit Facility, Term Loans and the Packing Credit Facility could elect to declare all amounts outstanding under the Revolving Credit Facility, Term Loans and the Packing Credit Facility, as applicable, immediately due and payable, and such lenders would not be obligated to continue to advance funds under the Revolving Credit Facility, Term Loans and the Packing Credit Facility, as applicable. If the amounts outstanding are accelerated, we cannot assure you that our assets will be sufficient to repay in full the money owed to the banks or to our debt holders.
The Indenture, the Term Loans, the Revolving Credit Facility and the Packing Credit Facility contain various covenants limiting the discretion of our management in operating our business and could prevent us from capitalizing on business opportunities and taking some corporate actions.
The Indenture, the Term Loans, the Revolving Credit Facility and the Packing Credit Facility impose significant operating and financial restrictions on us. These restrictions limit or restrict, among other things, our ability and the ability of our restricted subsidiaries to:
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incur additional indebtedness;
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make restricted payments (including paying dividends on, redeeming, repurchasing or retiring our capital stock);
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make investments;
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create liens;
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sell assets;
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enter into agreements restricting our subsidiaries’ ability to pay dividends, make loans or transfer assets to us;
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engage in transactions with affiliates;
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consolidate, merge or sell all or substantially all of our assets;
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do acquisitions; and
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enter into joint ventures.
A breach of any of the covenants contained in our Term Loans, Revolving Credit Facility and the Packing Credit Facility including our inability to comply with the financial covenants could result in an event of default there under, which would allow the lenders under the Term Loans, Revolving Credit Facility and the Packing Credit Facility, as applicable, to declare all borrowings outstanding to be due and payable, which would in turn trigger an event of default under the Indenture and, potentially, our other indebtedness. At maturity or in the event of an acceleration of payment obligations, we would likely be unable to pay our outstanding indebtedness with our cash and cash equivalents then on hand. We would, therefore, be required to seek alternative sources of funding, which may not be available on commercially reasonable terms, terms as favorable as our current agreements or at all, or face bankruptcy. If we are unable to refinance our indebtedness or find alternative means of financing our operations, we may be required to curtail our operations or take other actions that are inconsistent with our current business practices or strategy.
Failure to maintain our credit ratings could adversely affect our liquidity, capital position, borrowing costs and access to capital markets.
We depend on capital markets to fund our business and as source of liquidity. Our borrowing costs and our access to the debt capital markets depend significantly on our credit ratings. These ratings are assigned by rating agencies, based on an evaluation of a number of factors, including our financial strength. These rating agencies may downgrade our ratings or make negative implications about our business at any time. Credit ratings are also important for our competition in certain markets and when seeking to engage in longer-term transactions, including over-the-counter derivatives. A reduction in our credit ratings could increase our borrowing costs and limit our access to the capital markets. This, in turn, could reduce our earnings and adversely affect our liquidity. There can also be no assurance that we will be able to maintain our current credit ratings, and any actual or anticipated changes or downgrades in our credit ratings may further have a negative impact on our liquidity, capital position and access to capital markets.
Our global operations expose us to numerous and sometimes conflicting legal and regulatory requirements, and violation of these regulations could harm our business.
We are subject to numerous, and sometimes conflicting, legal regimes on matters as diverse as anticorruption, import/export controls, content requirements, trade restrictions, tariffs, taxation, sanctions, immigration, internal and disclosure control obligations, securities regulation, anti-competition, data privacy and labor relations. Compliance with diverse legal requirements is costly, time-consuming and requires significant resources. Violations of one or more of these regulations in the conduct of our business could result in significant fines, criminal sanctions against us or our officers, prohibitions on doing business and damage to our reputation.
Violations of these regulations in connection with the performance of our obligations to our clients also could result in liability for significant monetary damages, fines and/or criminal prosecution, unfavorable publicity and other reputational damage, restrictions on our ability to process information and allegations by our clients that we have not performed our contractual obligations. Due to the varying degrees of development of the
legal systems of the countries in which we operate, local laws might be insufficient to protect our rights. In particular, in many parts of the world, including countries in which we operate and/or seek to expand, practices in the local business community might not conform to international business standards and could violate anticorruption laws, or regulations, including the U.S. Dodd-Frank Act, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010. Violations of these laws or regulations by us, our employees or any of our subcontractors, agents, alliance or joint venture partners and other third parties with which we associate could subject us to criminal or civil enforcement actions (whether or not we participated or knew about the actions leading to the violations), including fines or penalties, disgorgement of profits and suspension or disqualification from work, including U.S. federal contracting, any of which could materially adversely affect our business, including our results of operations and our reputation.
Changes in laws and regulations could also mandate significant and costly changes to the way we implement our services and solutions or could impose additional taxes on our services and solutions. For example, because outsourcing and systems integration represent a significant portion of our business, changes in laws and regulations to limit using off-shore resources in connection with our government work, which have been proposed from time to time by various U.S. states, could adversely affect our results of operations. Such changes may result in contracts being terminated, or work being transferred onshore, resulting in greater costs to us and could have a negative impact on our ability to obtain future work from government clients. We currently do not have significant contracts with U.S. federal or state government entities.
An inability to recruit and retain IT professionals will adversely affect our ability to deliver our services.
Our industry relies on large numbers of skilled IT employees, and our success depends upon our ability to attract, develop, motivate and retain a sufficient number of skilled IT professionals and project managers who possess the technical skills and experience necessary to deliver our services. Qualified IT professionals are in demand worldwide and are likely to remain a limited resource for the foreseeable future. Our failure to attract or retain qualified IT professionals in sufficient numbers may have a material adverse effect on our business, results of operations, financial condition and cash flows.
International immigration and work permit laws may adversely affect our ability to deploy our workforce and provide services to clients in the United States, Europe and other jurisdictions, which could hamper our growth or cause our orders and margins to decline.
We have international operations in twenty three countries and recruit professionals on a global basis and, therefore, must comply with the immigration and work permit/visa laws and regulations of the countries in which we operate or plan to operate. Most of our projects require a portion of the work to be completed at the client’s location. Understanding changes and issues of immigration laws are critical as it impacts our ability to staff personnel for various projects with certainty and frequency. Immigration laws in the United States and in other countries are subject to legislative change, as well as to variations in standards of application and enforcement due to political forces and economic conditions. In addition, the U.S. Congress is considering extensive changes to U.S. immigration laws regarding the admission of high-skilled temporary and permanent workers. Legislation recently passed by the U.S. Senate would, among other things, increase the annual H-1B numerical cap from 65,000 to at least 110,000 and would reduce the existing green card backlog for professional workers. However, all employers would be required to pay higher wages to H-1B workers and conduct additional U.S. worker recruitment. Furthermore, the proposed Senate legislation includes several provisions intended to limit the number of H-1B and L-1 workers in a company’s U.S. workforce and the ability of a company to place H-1B and L-1B workers at third party worksites. For example, the Senate legislation would prohibit a company from having more than fifty percent of its U.S. workforce in H-1B or L-1 status and a company with more than thirty percent of its U.S. workforce in H-1B or L-1 status would be required to pay an additional $5000 fee per foreign temporary worker. A company with more than fifteen percent of its workforce in H-1B status would be prohibited from placing H-1B workers at third party worksites. If those provisions are signed into law, our cost of doing business in the United States would increase, and this could have a material and adverse effect on our business, revenues and operating results.
It is difficult to predict the political and economic events that could affect immigration laws, or the restrictive impact they could have on obtaining or monitoring work visas for our technology professionals in the countries in which we conduct business. Our reliance on work visas for a significant number of technology professionals makes us particularly vulnerable to such changes and variations as it affects our ability to staff projects with technology professionals who are not citizens of the country where the work is to be performed. Recently, there has been an increase in the number of rejections of visa applications. This may affect our ability to get timely visas and accordingly staff projects. As a result, we may not be able to obtain a sufficient number of visas for our technology professionals or may encounter delays or additional costs in obtaining or maintaining the conditions of such visas. Additionally, we may have to apply in advance for visas and this could result in additional expenses during certain quarters of the fiscal year.
Our earnings may be adversely affected if we receive an adverse determination resulting from tax reviews of our operations.
We face challenges from domestic and foreign tax authorities regarding the amount of current taxes due. These challenges include questions regarding the amount of deductions, transfer pricing and the allocation of income among various tax jurisdictions. To the extent we are able to prevail in matters for which accruals have been established or are required to pay amounts in excess of such accruals, our effective tax rates in a given financial statement period may be materially affected. Additionally, we operate in several countries and our failure to comply with the local tax regime may result in additional taxes, penalties and enforcement actions. To the extent we do not comply with tax-related regulations, our profitability will be adversely affected.
Our net income could decrease if the government of India reduces or withdraws tax benefits and other incentives it currently provides to us, or otherwise increases our effective tax rate.
Presently, we benefit from the tax holidays given by the government of India for the export of IT services from specially designated special economic zones (“SEZs”) in India. As a result of these incentives, which include a 10 year tax holiday from Indian corporate income taxes for the operation of most of our Indian facilities, our operations have been subject to relatively low tax liabilities.
Development centers operating in SEZs are entitled to certain income tax incentives which commence from the date of start of operations of 100% of the export profits for a period of five years, 50% of such profits for the next five years and 50% of the profits for a further period of five years subject to satisfaction of certain capital investments requirements. Our profitability would be adversely affected if we are not able to continue to benefit from these tax incentives.
Other tax benefits available for our “Software Technology Parks” (“STPs”) facilities in India expired on March 31, 2011, causing significant increases to our effective Indian tax rate.
Further, provisions of the Indian Income Tax Act 1961 are amended on an annual basis by enactment of the Finance Act and may result in additional tax liability. We may also be subject to changes in tax rates or liability resulting from the actions of applicable income tax authorities in India or from Indian tax laws that may be enacted in the future. For example, we may incur increased tax liability as a result of a determination by applicable income tax authorities that the transfer price applied to transactions involving our subsidiaries and the Company was not appropriate.
Increases in our effective tax rate due to expired tax benefits, changes in applicable tax laws or the actions of applicable income tax or other regulatory authorities could materially reduce our profitability.
Our quarterly operating results are subject to significant variations.
Our revenues and operating results are subject to significant variations from quarter to quarter depending on a number of factors, including the timing and number of client projects commenced and completed during the
quarter, the number of working days in a quarter, employee hiring, attrition and utilization rates and the mix of time-and-material projects versus fixed price deliverable projects and maintenance projects during the quarter. Additionally, periodically our cost increases due to both the hiring of new employees and strategic investments in infrastructure in anticipation of future opportunities for revenue growth. We recognize revenues on time-and-material projects as the services are performed. Revenue related to fixed-price contracts that provide for complex information technology application development services are recognized as the services are performed using the percentage of completion method with input (cost to cost) method while contracts that do not provide for complex information technology development services are recognized as the services are performed using proportional performance basis with input (efforts expended) method. Contracts with no stated deliverables, with a designated workforce assigned, recognize revenues on a straight-line basis over the life of the contract. Although fixed price deliverable projects have not contributed significantly to revenues and profitability to date, operating results may be adversely affected in the future by cost overruns on fixed price deliverable projects. Because a high percentage of our expenses are relatively fixed, variations in revenues may cause significant variations in our operating results.
We face intense competition from other service providers.
We operate in intensely competitive industries that experience rapid technological developments, changes in industry standards, and changes in customer requirements. The intensely competitive information technology, consulting and business process outsourcing professional services markets include a large number of participants and are subject to rapid change. These markets include participants from a variety of market segments, including:
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systems integration firms;
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contract programming companies;
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application software companies;
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internet solutions providers;
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large or traditional consulting companies;
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professional services groups of computer equipment companies; and
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infrastructure management and outsourcing companies.
These markets also include numerous smaller local competitors in the various geographic markets in which we operate which may be able to provide services and solutions at lower costs or on terms more attractive to clients than we can. Our direct competitors include, among others, Tata Consultancy Services Limited, Cognizant Technology Solutions Corporation, Infosys Technologies Limited, Wipro Limited, HCL Technologies, Tech Mahindra, Genpact Limited, Syntel Inc.,WNS (Holdings) Limited, EXLService Holdings Inc., Mindtree Limited, and Hexaware Technologies Limited. Many of our competitors have significantly greater financial, technical and marketing resources and greater name recognition and, therefore, may be better able to compete for new work and skilled professionals. There is a risk that increased competition could put downward pressure on the prices we can charge for our services and on our operating margins. Similarly, if our competitors develop and implement methodologies that yield greater efficiency and productivity, they may be able to offer services similar to ours at lower prices without adversely affecting their profit margins. Even if our offerings address industry and client needs, our competitors may be more successful at selling their services. If we are unable to provide our clients with superior services and solutions at competitive prices or successfully market those services to current and prospective clients, our results of operations may suffer. Further, a client may choose to use its own internal resources rather than engage an outside firm to perform the types of services we provide. We cannot be certain that we will be able to sustain our current levels of profitability or growth in the face of competitive pressures, including competition for skilled technology professionals and pricing pressure from competitors employing an on-site/offshore business model.
In addition, we may face competition from companies that increase in size or scope as the result of strategic mergers or acquisitions. These transactions may include consolidation activity among hardware manufacturers,
software companies and vendors, and service providers. The result of any such vertical integration may be greater integration of products and services that were once offered separately by independent vendors. Our access to such products and services may be reduced as a result of such an industry trend, which could adversely affect our competitive position. These types of events could have a variety of negative effects on our competitive position and our financial results, such as reducing our revenue, increasing our costs, lowering our gross margin percentage, and requiring us to recognize impairments on our assets.
The loss of the services of key members of our Senior Leadership Team could have an adverse impact on our business.
Our success is highly dependent on the efforts and abilities of our senior management team. These personnel possess business and technical capabilities that are difficult to replace. Although each executive has entered into an employment agreement containing non-competition, non-disclosure and non-solicitation covenants, these contracts do not guarantee that they will continue their employment with us or that such covenants will be enforceable. If we lose the service of any of our key executives, we may not be able to effectively manage our current operations and meet our ongoing and future business challenges and this may have a material adverse effect on our business, results of operations, financial condition and cash flows.
Our common stock price is subject to significant volatility which may be affected by various factors, including maintaining effective internal controls.
Our common stock price has been and is likely to continue to be subject to significant volatility. A variety of factors could cause the common stock price to fluctuate, including factors such as our financial performance, general conditions in the IT industry or global economy, technological achievements by us and our competitors, the establishment of development or strategic relationships with other companies, strategic acquisitions, new customer orders and contracts, legal proceedings brought against the Company or its officers and significant changes in our senior management team. The market price of our securities could also be materially affected by the accuracy of our financial reporting which is dependent on the effectiveness of our internal controls. Internal control over financial reporting has inherent limitations, including human error, the possibility that controls could be circumvented or become inadequate because of changed circumstances, and fraud. These inherent limitations could lead to internal controls not preventing or detecting all misstatements or fraud, which could harm our reputation. In addition, the stock market in general, and the stock of IT companies, in particular, have, in recent years, experienced extreme price and volume fluctuations, which are often unrelated to the performance or condition of particular companies. Such broad market fluctuations, some of which are outside our control, could adversely affect the market price of our common stock.
Employment litigation could result in significant financial or reputational harm to us.
We are subject to possible claims by our employees alleging discrimination, sexual harassment, negligence and other similar activities by our employees and to possible claims alleging wrongful termination. In this regard, our former Chief Executive Officer and President has brought a suit challenging the basis for his termination. In the event that these or similar cases are decided against us, we could not only incur substantial liability but also experience an increase in similar suits and suffer reputational harm. We are unable to predict the financial outcome that could result from these matters at this time, and any views we form as to the viability of these claims or the financial exposure in which they could result, could change from time to time as the matters proceed through their course, as facts are established, and various judicial determinations are made. No assurance can be made that these matters will not result in significant financial or reputational harm to us. Further, the litigation process may utilize our cash resources and divert management’s attention from the day-to-day operations of our Company, all of which could harm our business.
We may not be successful at identifying, acquiring or integrating other businesses.
We expect to continue pursuing strategic and targeted acquisitions, intended to enhance or add to our offerings of services and solutions, or enable us to expand in certain geographic and other markets. Depending on
the opportunities available, we may increase the amount of investment in such acquisitions. We may not successfully identify suitable acquisition candidates. We also might not succeed in completing targeted transactions or achieve desired results of operations. Furthermore, we face risks in successfully integrating any businesses we might acquire. Ongoing business may be disrupted and our management’s attention may be diverted by acquisition, transition or integration activities. In addition, we might need to dedicate additional management and other resources, and our organizational structure could make it difficult for us to efficiently integrate acquired businesses into our ongoing operations and assimilate and retain employees of those businesses into our culture and operations. We may have difficulties as a result of entering into new markets where we have limited or no direct prior experience or where competitors may have stronger market positions. We might fail to realize the expected benefits or strategic objectives of any acquisition we undertake. We might not achieve our expected return on investment, or may lose money. We may be adversely impacted by liabilities that we assume from an acquired company, including from terminated employees, current or former clients, or other third parties, and may fail to identify or assess the magnitude of certain liabilities, shortcomings or other circumstances prior to acquiring a company, which could result in unexpected litigation or regulatory exposure, unfavorable accounting treatment, unexpected increases in taxes or other adverse effects on our business. If we are unable to complete the number and kind of acquisitions for which we plan, or if we are inefficient or unsuccessful at integrating any acquired businesses into our operations, we may not be able to achieve our planned rates of growth or improve our market share, profitability or competitive position in specific markets or services.
If we do not effectively manage our anticipated expansion growth by continuing to implement systems enhancements and other improvements, our ability to deliver quality services may be adversely affected.
We had experienced growth both organically and inorganically in our operations. The global economy is showing signs of recovery from the economic downturn experienced in 2008 and 2009, however, there is no guarantee that the growth will continue. This uncertainty places significant demands on our management, and our operational and financial infrastructure. If we do not effectively manage our growth, the quality of our services may suffer thereby negatively affecting our brand and operating results. Our anticipated expansion and growth in international markets heightens these risks as a result of the particular challenges of supporting a rapidly growing business in an environment of multiple languages, cultures, customs, legal systems, alternative dispute systems, regulatory systems and commercial infrastructures. To effectively manage this growth, we will need to continue to improve our operational, financial and management controls and our reporting systems and procedures. These systems enhancements and improvements will require significant capital expenditures and management resources. Failure to implement these improvements could impact our ability to manage our growth, financial condition, results of operations and cash flow.
If our Company or its subsidiaries fail to maintain and enhance the brands and the competitive advantages they afford us, demand for our services may be adversely affected.
The brand identity that we have developed has contributed to the success of our business. Maintaining and enhancing the Company brands is critical to expanding our customer base and other strategic partners. We believe that the importance of brand recognition will increase due to the relatively low barriers to entry in the IT and IT-enabled services market. Maintaining and enhancing our brand will depend largely on our ability to be a technology pioneer and continue to provide high-quality services, which we may not do successfully. If we fail to maintain and enhance our Company brands, or if we incur excessive expenses in this effort, our business, results of operations, financial condition and cash flows will be materially and adversely affected.
Our business could be adversely affected if we do not anticipate and respond to technology advances in our industry and our clients’ industries.
The IT and offshore outsourcing services industries are characterized by rapid technological change, evolving industry standards, changing client preferences and new product introductions. Our success will depend
in part on our ability to develop IT solutions that keep pace with industry developments. We may not be successful in addressing these developments on a timely basis or at all, if these developments are addressed, we will be successful in the marketplace. In addition, products or technologies developed by others may not render our services noncompetitive or obsolete. Our failure to address these developments could have a material adverse effect on our business, results of operations, financial condition and cash flows.
A significant number of organizations are attempting to migrate business applications to advanced technologies. As a result, our ability to remain competitive will be dependent on several factors, including our ability to develop, train and hire employees with skills in advanced technologies, breadth and depth of process and technology expertise, service quality, knowledge of industry, marketing and sales capabilities. Our failure to hire, train and retain employees with such skills could have a material adverse impact on our business. Our ability to remain competitive will also be dependent on our ability to design and implement, in a timely and cost- effective manner, effective transition strategies for clients moving to advanced architectures. Our failure to design and implement such transition strategies in a timely and cost-effective manner could have a material adverse effect on our business, results of operations, financial condition and cash flows.
Our business could be materially adversely affected if we do not or are unable to protect our intellectual property or if our services are found to infringe upon or misappropriate the intellectual property of others.
Our success depends in part upon certain methodologies and tools we use in designing, developing and implementing applications systems in providing our services. We rely upon a combination of nondisclosure and other contractual arrangements and intellectual property laws to protect confidential information and intellectual property rights of ours and our third parties from whom we license intellectual property. We enter into confidentiality agreements with our employees and limit distribution of proprietary information. The steps we take in this regard may not be adequate to deter misappropriation of proprietary information and we may not be able to detect unauthorized use of, protect or enforce our intellectual property rights. At the same time, our competitors may independently develop similar technology or duplicate our products or services. Any significant misappropriation, infringement or devaluation of such rights could have a material adverse effect upon our business, results of operations, financial condition and cash flows.
Litigation may be required to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others. Any such litigation could be time consuming and costly. Although we believe that our services do not infringe or misappropriate on the intellectual property rights of others and that we have all rights necessary to utilize the intellectual property employed in our business, defense against these claims, even if not meritorious, could be expensive and divert our attention and resources from operating our Company. A successful claim of intellectual property infringement against us could require us to pay a substantial damage award, develop non-infringing technology, obtain a license or cease selling the products or services that contain the infringing technology. Such events could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Our clients’ proprietary rights may be misappropriated by our employees or subcontractors in violation of applicable confidentiality agreements.
We require our employees and subcontractors to enter into non-disclosure arrangements to limit access to and distribution of our clients’ intellectual property and other confidential information as well as our own. We can give no assurance that the steps taken by us in this regard will be adequate to enforce our clients’ intellectual property rights. If our clients’ proprietary rights are misappropriated by our employees or our subcontractors or their employees, in violation of any applicable confidentiality agreements or otherwise, our clients may consider us liable for that act and seek damages and compensation from us.
Viscaria Limited, an affiliate of Apax Partners LLP and Apax Partners, L.P. is a significant shareholder in our Company and may have conflicts of interest with us or you in the future.
In connection with the iGATE Computer Acquisition, we entered into the Viscaria Purchase Agreement, with Viscaria Limited, a company backed by funds advised by Apax Partners LLP and Apax Partners, L.P., pursuant to which we have sold to Viscaria Limited 330,000 shares of Series B Preferred Stock. As a result of this ownership, Viscaria Limited, among other things, has elected one of the directors to our Board of Directors and can increase it to two directors in the event that the size of our Board of Directors increases to 10 or more, and to veto certain actions, including rejecting proposed mergers or sales of all or substantially all of our assets. As of December 31, 2013, issued and outstanding Series B Preferred Stock would represent approximately 25.8% of the current voting power at a meeting of our stockholders. As of December 31, 2013, Viscaria also holds 1.5 million equity shares acquired in addition to the outstanding Series B Preferred Stock which would account for 27.7% of the current voting power.
The interests of Viscaria Limited and its affiliates may differ from our other stockholders in material respects. For example, Viscaria Limited may have an interest in pursuing acquisitions, divestitures, financings (including financings that are secured and senior to the notes) or other transactions that, in their judgment, could enhance their equity investments, even though such transactions might involve risks to other stockholders. Viscaria Limited or its affiliates or advisors are in the business of making or advising on investments in companies, and may from time to time in the future, acquire interests in, or provide advice to, businesses that directly or indirectly compete with certain portions of our business or are suppliers or customers of ours. They may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. We should consider that the interests of these holders may differ from ours in material respects.
The shares of Series B Preferred Stock are senior obligations, rank prior to our common stock with respect to dividends, distributions and payments upon liquidation and have other terms, such as a put right and a mandatory conversion date, that could negatively impact the value of shares of our common stock.
We have issued $330 million of Series B Preferred Stock to Viscaria Limited. The rights of the holders of our Series B Preferred Stock with respect to dividends, distributions and payments upon liquidation rank senior to similar obligations to our common stock holders. Upon our liquidation or upon certain changes of control or upon mandatory conversion on the expiry of the term, the holders of our Series B Preferred Stock are entitled to receive, prior and in preference to any distribution to the holders of any other class of our equity securities, an amount equal to the greater of the outstanding principal plus all accrued and unpaid dividends on such Series B Preferred Stock (which cumulative dividends accrue at the rate of 8.00% per annum and compound quarterly) and the amount such holders would have received if such Series B Preferred Stock had been converted into common stock.
The terms of the Series B Preferred Stock provide rights to their holders that could negatively impact our Company. Subject to receiving necessary shareholder approvals, if any, under the rules of the NASDAQ, shares of our Series B Preferred Stock may be converted at any time at the option of the holder at an initial conversion price of $20.30 per share (which conversion price is subject to adjustment upon the occurrence of certain events). The Series B Preferred Stock holders have a put right that provides the holder the right to require us to purchase its shares of Series B Preferred Stock (for an amount equal to the outstanding principal plus accrued and unpaid dividends thereon) at the date that is six years after the latest applicable issuance date thereof (subject to extension in limited circumstances). This put right could expose us to a liquidity risk if we do not have sufficient cash resources at hand or are not able to find financing on sufficiently attractive terms to comply with our obligations to repurchase the Series B Preferred Stock upon exercise of such put rights.
Further, so long as Viscaria Limited and certain other holders affiliated with Viscaria Limited own in the aggregate at least one half of Viscaria Limited’s initial equity investment in iGATE, no dividends on our common stock (or any other equity securities junior in right to the Series B Preferred Stock) may be paid without
the consent of a majority of such holders. To the extent any dividend, distributions or other payments are made on our common stock, the holders of the Series B Preferred Stock shall have the right to participate on an as converted basis in any such dividends, distributions or other payments. The existence of such a senior security could have an adverse effect on the value of our common stock.
Founders have significant influence over the Company.
Sunil Wadhwani and Ashok Trivedi, co-chairmen and the co-founders of iGATE, beneficially own approximately 35.7% of our outstanding common stock as of December 31, 2013, and therefore have significant influence in respect of matters requiring shareholder approval.
Any disruption in the supply of power, IT infrastructure and telecommunications lines to our facilities could disrupt our business process or subject us to additional costs.
Any disruption in basic infrastructure, including the supply of power, could negatively impact our ability to provide timely or adequate services to our clients. We rely on a number of telecommunications service and other infrastructure providers to maintain communications between our various facilities and clients in India, the United States and elsewhere. Telecommunications networks are subject to failures and periods of service disruption which can adversely affect our ability to maintain active voice and data communications among our facilities and with our clients. Such disruptions may cause harm to our clients’ business. We do not maintain business interruption insurance and may not be covered for any claims or damages if the supply of power, IT infrastructure or telecommunications lines is disrupted. This could disrupt our business process or subject us to additional costs, materially adversely affecting our business, results of operations, financial condition and cash flows.
System security risks and cyber-attacks could disrupt our information technology services provided to customers, and any such disruption could reduce our expected revenue, increase our expenses, damage our reputation and adversely affect our stock price.
Security and availability of IT infrastructure is utmost concern for our business, and securing all critical information and infrastructure necessary for rendering services is also one of the top priorities of our customers.
System security risks and cyber-attacks could breach the security and disrupt the availability of our IT and BPO services provided to customers. Any such breach or disruption could allow the misuse of our information systems, resulting in litigation and potential liability for us, the loss of existing or potential clients, damage to our reputation and diminished brand value, and could have a material adverse effect on our financial condition.
Our network and our deployed security controls could also be penetrated by a skilled computer hacker or intruder. Furthermore, a hacker or intruder could compromise the confidentiality and integrity of our protected information, including personally identifiable information; deploy malicious software or code like computer viruses, worms or Trojan horses, etc may exploit any security vulnerabilities, known or unknown, of our information system; cause disruption in the availability of our information and services; and attack our information system through various other mediums.
We also procure software or hardware products from third party vendors that provides, manages and monitors our services. Such products may contain known or unfamiliar manufacturing, design or other defects which may allow a security breach or cyber-attack, if exploited by a computer hacker or intruder, or may be capable of disrupting performance of our IT services and prevent us from providing services to our clients.
In addition, we manage, store, process, transmit and have access to significant amounts of data and information that may include our proprietary and confidential information and that of our clients. This data may include personal information, sensitive personal information, personally identifiable information or other critical
data and information, of our employees, contractors, officials, directors, end customers of our clients or others, by which any individual may be identified or likely to be identified. Our data security and privacy systems and procedures meet applicable regulatory standards and undergo periodic compliance audits by independent third parties and customers. However, if our compliance with these standards is inadequate, we may be subject to regulatory penalties and litigation, resulting in potential liability for us and an adverse impact on our business.
We are still susceptible to data security or privacy breaches, including accidental or deliberate loss and unauthorized disclosure or dissemination of such data or information. Any breach of such data or information may lead to identity theft, impersonation, deception, fraud, misappropriation or other offenses in which such information may be used to cause harm to our business and have a material adverse effect on our financial condition, business, results of operations and cash flows.
Risks posed by climate change may materially increase our compliance costs and adversely impact our profitability.
Climate change vulnerability is posing new threats and opportunities in the economy. Climate change and measures adopted to address it can affect us, our clients and suppliers in many ways, depending on the nature and location of the business, near-term capital expenditure needs, regulatory environments and strategic plans. Generally, climate risks and opportunities for companies fall into four categories:
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Physical risk from climate change;
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Regulatory risks and opportunities related to existing or proposed green house gas (“GHG”) emission limits;
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Indirect regulatory risks and opportunities related to products or services from high emitting companies;
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Litigation risks for emitters of green house gas.
Unmitigated climate change could have severe physical impacts on companies with exposed assets or business operations including iGATE. Major environmental risks and liabilities can significantly impact future earnings.
iGATE is committed to establish itself as climate responsible organization which conducts its business in a sustainable fashion so as to optimize resources and energy utilization. We ultimately wish to achieve carbon neutrality and position ourselves on a low carbon growth path. As the first step of preparing our action plan for climate change mitigation, we have undertaken a carbon footprint estimation study that determines the GHG inventory covering all of our facilities. In 2008, we began estimating our carbon footprint and GHG emissions. For 2008, our overall GHG inventory stood at 28,434 tCO2 and the GHG emission intensity was 4.23 tCO2/ employee. For the period of January, 2011 to June, 2012, our estimated carbon footprint stands at 1,17,417 tCO2 and carbon intensity stands at 3.29 tCO2/ employee. This represents a 22% decrease and may be attributable to the various GHG emission mitigations practices and energy efficiency improvement programs we adopted. The carbon foot print estimated study for the current reporting period is in process.
To the extent we are unable to comply with applicable regulations related to climate change, and such failure to comply results in material increases in compliance costs or litigation expenses, those costs or expenses could have an adverse effect on our profitability. If our clients are adversely affected by climate change or related compliance costs, this may reduce their spending and demand for our services, leading to a decrease in revenue.
In addition to emissions and climate change risks posed directly to iGATE, we also have clients in varied industries such as financial services, insurance, banking, manufacturing, retail, media and entertainment and healthcare, among others, who may be significantly affected by climate change which could result in greater physical risk to and impact on their operations. This may lead to an overall reduction of demand for our services and loss of business from such clients, which would impact our business, results of operations, financial condition and cash flows.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
ITEM 2. PROPERTIES
Information regarding the principal properties owned and leased by the Company and its subsidiaries as of December 31, 2013 is set forth below:
We currently have capacity for approximately 30,708 professionals at these facilities. As of December 31, 2013, we were utilizing approximately 78% of our existing office space for our operations.
In addition to the properties listed above, the Company and its subsidiaries lease sales offices outside U.SA. in many IT services markets throughout the world. These locations allow the Company to respond quickly to the needs of our clients and to recruit qualified IT professionals in these markets.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
On December 2, 2013, the Company’s former Chief Executive Officer, filed a complaint against the Company before the Alameda County Superior Court of California seeking compensation for breach of contract, breach of the covenant of good faith, and fair dealing, various Labor Code violations, false promise, and defamation. The Company believes that it has valid defenses against this complaint and has filed a counter complaint on January 29, 2014.
The Company is also involved in other lawsuits and claims which arise in the ordinary course of business. Management believes that the ultimate outcome of these matters will not have a material adverse impact on its financial position, results of operations and cash flows.
ITEM 4.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is traded on the NASDAQ National Market under the ticker symbol “IGTE”. The following table sets forth, for the periods indicated, the range of high and low closing sale prices for iGATE’s common stock as reported on the NASDAQ National Market.
On December 31, 2013, we had 89 registered holders of record of our common stock. We currently have no program regarding the repurchase of our common stock.
Dividends
Subsequent to the issuance of Series B Preferred Stock and so long as Viscaria Limited remains a shareholder of iGATE Series B Preferred Stock, the issuance of future dividends, except cash dividends payable to holders of the Company’s stock of up to 25% of the net income of the Company, will require the consent of a majority of the investor holders. In the event the Company declares or pays any dividend upon the Company’s common stock (in cash, securities or other property), other than a dividend payable solely in shares of common stock, the Company is required to declare and pay to the holders of the Series B Preferred Stock at the same time the dividends which would have been declared and paid with respect to the common stock issuable upon conversion (had all of the Series B Preferred Stock been immediately converted). While the Board of Directors may have the ability to declare dividends, subject to restrictions contained in the terms of our Senior Notes and Term loans, it is likely that cash from operations will be used for working capital and to service debt over the next few years.
For more information on the Series B Preferred Stock, Term Loans and the Senior Notes, please refer to Note 3 Series B Preferred Stock, Note 4, Borrowings and Note 5, Senior Notes to our audited consolidated financial statements included elsewhere in this Form 10-K.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
(1) On May 12, 2011, the Company acquired iGATE Computer and the selected financial information for the year 2011 includes iGATE Computer results for the period from May 16, 2011 through December 31, 2011.
(2) The Company took a term loan of $360 million from a consortium of banks to repay a portion of Senior Notes and recorded $90 million of the term loan as current liability. Accordingly, Senior Notes of $360 million is reclassified into current liabilities and corresponding amount is recorded as restricted cash of $360 million.
(3) Working capital represents current assets less current liabilities.
ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Annual Report on Form 10-K, including this Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements regarding future events and should also be read in conjunction with the disclosures and information contained in “Disclosure Regarding Forward-Looking Statements” and “Risk Factors” in this Annual Report on Form 10-K. Our future results are subject to the safe harbors created under the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”). All statements other than statements of historical facts are statements that could be deemed forward-looking statements. These statements are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of our management. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “endeavors,” “strives,” “may,” variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified under “Part I, Item 1A. Risk Factors,” and elsewhere herein. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update any forward-looking statements for any reason. We use the terms “iGATE,” “we,” the “Company,” “our” and “us” in this report to refer to iGATE Corporation and its subsidiaries. All references to years, unless otherwise noted, refer to our fiscal year, which ends as of December 31. For example, a reference to “fiscal 2013” means the 12-month period that ended as of December 31, 2013. All references to quarters, unless otherwise noted, refer to the quarters of our fiscal year. All references made to iGATE Computer Systems Limited (“iGATE Computer”) refers to the merged entity with iGATE Global Solutions Limited (“iGATE Global”).
We use the term “in local currency” so that certain financial results may be viewed without the impact of foreign currency exchange rate fluctuations, thereby facilitating period-to-period comparisons of business performance. Financial results “in local currency” are calculated by restating current period activity into U.S. dollars using the comparable prior year period’s foreign currency exchange rates. This approach is used for all results where the functional currency is not the U.S. dollar.
Introduction
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help understand the Company, our operations and our present business environment. MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes thereto contained in “Item 8. Financial Statements and Supplementary Data” of this report. This overview summarizes the MD&A, which includes the following sections:
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Our Business - a general overview of our business and industry background, our strategic objectives and our core capabilities.
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Critical Accounting Policies and Estimates - a discussion of accounting policies that require critical judgments and estimates.
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Operations Review - an analysis of our Company’s consolidated results of operations for the three years presented in our consolidated financial statements.
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Liquidity and Capital Resources - an analysis of cash flows, aggregate contractual obligations, foreign exchange, financial position, and the impact of inflation and changing prices.
Our Business
Overview
iGATE is a leading provider of IT and IT-enabled operations offshore outsourcing solutions services to large and medium-size organizations. We provide end-to-end business solutions that leverage technology, thus enabling our clients to enhance business performance. We are a fully integrated iTOPS enterprise with a global services model. We enable clients to optimize their business through a combination of process investment strategies, technology leverage and business process outsourcing and provisioning.
From time to time we have pursued strategic and targeted acquisitions, intended to enhance and add to our offerings of services and solutions, or enable us to expand in certain geographic and other markets. On May 12, 2011, we completed our largest acquisition to date, and acquired a majority stake in iGATE Computer, formerly known as Patni Computer Systems Limited. The iGATE Computer Acquisition was valued at $1.24 billion. iGATE Computer provided multiple service offerings to its clients across various industries including banking and insurance; manufacturing, retail and distribution; life sciences; product engineering; communications, media and entertainment and utilities. These service offerings include application development and maintenance, enterprise software and systems integration services, business and technology consulting, product engineering services, infrastructure management services, customer interaction services, BPO, quality assurance and engineering services. The iGATE Computer Acquisition enabled us to enhance our offerings of services and solutions and facilitated the expansion of our geographic and industry penetration.
Our strong presence in banking and financial services combined with iGATE Computer’s strength in verticals like manufacturing, product engineering and insurance helped us create a new go-to-market position. Key synergies from the iGATE Computer Acquisition included increased access to global customers, scale, leadership strength and engineering depth, and greater opportunities to seek our larger transactions across additional business verticals, improve efficiencies in operations and delivery services and enhance economies of scale from consolidation of shared services. We believe that our strategy of a global delivery model, combined with the iGATE Computer Acquisition, positioned us well to provide a greater breadth of services, expertise and solutions in addressing market needs and opportunities.
Industry Background
The rise of global service providers has enabled companies to reduce costs and improve productivity. This growth has been driven by numerous factors, including the broad adoption of global communications, increased competition from globalization, and the organization and availability of highly-trained offshore workforces. While many of the initial global providers focused on IT services, numerous other players have arisen to offer business services as well, including BPO.
IT and business services are typically managed as separate offerings by service providers. The two offerings have very different workflows and infrastructure requirements. Additionally, whereas IT services require highly trained professionals, many offshore business services, such as BPO, generally require only graduates with foreign language skills. As a result, many large service providers, who offer both IT and business services, manage them through separate internal organizations. Many clients have also separated these functions. Unfortunately, this separation often results in competing interests between IT and business operations.
As global services has become mainstream, many clients are now seeking tighter integration of their IT and business processes to maintain differentiation and cost effectiveness. Additionally, as most BPO services depend upon client technology and infrastructure, many BPO clients are seeking to outsource their IT services as well. We believe that this demand will require global service providers to offer converged IT and business solutions. We believe that those providers who are experts in their clients’ IT and businesses processes and who can best deliver converged services using a combination of onsite and offshore professionals will most benefit from these industry trends.
Our Core Capabilities
As the first outsourcing solutions provider to offer fully integrated technology and operations structure with global service delivery, we offer a differentiated business model. By integrating IT and BPO services, our approach enables a business model that encourages continual innovation in all areas of business transformation. iTOPS impact all areas of business transformation. We have deep industry expertise covering numerous industry verticals and offer specialized industry practices in areas such as financial services, insurance, life sciences, manufacturing, retail, media and entertainment and healthcare. We have characterized a clear value proposition around our global delivery model which enables us to offer flexible onsite and offshore services that are cost efficient and responsive to our clients’ preferences. Our operational excellence is enabled through a highly collaborative work environment, superior infrastructure management and adoption of best practices. We have a clearly defined organizational vision, objectives and methods to achieve and sustain organizational excellence in a highly competitive market. We have set organizational excellence as the foundation to meet customer’s expectations, ensure employee performance and achieve shareholder’s satisfaction.
Our Strategic Objectives
We have introduced the “Pay for Results” paradigm which has had a significant impact in the IT and BPO market. Our Business Outcomes-driven solutions approach mitigates the inherent IT and common business risks of our clients’ large projects and complex offshore practices and operations, by transferring the risks to us. This model provides key benefits to clients by reducing risk from demand variation, technology, delivering a truly variable cost structure to better manage their businesses, providing predictable results and costs, and eliminating management and personnel overheads. We intend to become the leading provider of iTOPS services by strengthening and broadening our industry expertise, service lines, optimizing and expanding delivery capability. We also intend to expand geographically and build our brand globally. Our global delivery model allows us to offer varied and complex IT-enabled services to our customers across multiple locations. Our commitment to operational excellence and varied adopted practices has created highly skilled global resource teams which are capable of addressing challenges across all time cycles and zones. We believe our model is adaptable to meet changing market demands and needs of our customers. Our model is linked to business transformation for customers and meant to exceed their expectations on quality, cycle time and cost and is closely intervened with our organizational excellence philosophy and has been acknowledged with improved results and performance metrics. In December 2013, we regrouped the organization into vertical based units which would help us enhance industry knowledge and solutions, move us closer to our customers and increase the overall depth and accountability to our business.
Economic Trends and Outlook
According to Gartner Inc. (Source: Gartner Forecast Alert: IT Spending, Worldwide, 4Q13 Update, ID Number: G00259314), an IT research and advisory company, the IT Services industry worldwide IT spending is forecasted to total $963 billion in 2014, a 4.4 % increase from 2013 spending of nearly $922 billion.
(Disclaimer: The Gartner Report described herein, represent(s) data, research opinion or viewpoints published, as part of a syndicated subscription service, by Gartner, Inc. (“Gartner”), and are not representations of fact. Each Gartner Report speaks as of its original publication date (and not as of the date of this Report) and the opinions expressed in the Gartner Report(s) are subject to change without notice.)
The global economic recovery continues and modest growth in IT spending is expected. However, uncertainties surrounding the prospects for an upturn in global economic growth remain major hindrances to IT growth. This uncertainty has caused pessimistic business and consumer sentiment throughout the world. The economy is experiencing a reduction in IT outsourcing specifically in collocation, hosting and data center outsourcing. The industry is aggressively pursuing innovations, by increasingly planning growth around cloud computing services, that it expects to stimulate demand beyond such modest growth. Besides organic growth, industry players are also aggressively pursuing mergers and acquisitions to stimulate growth. We believe that our
business model is somewhat diversified, both geographically and operationally as we serve both IT and IT-enabled solutions. We believe our strategy of a global delivery model positions us well to provide a greater breadth of services, expertise and solutions in catering to market needs and opportunities.
Recent Events Impacting Future Operations
Mergers of iGATE Subsidiaries
Following the successful integration of our Company, we began the process of merging certain of our subsidiaries to simplify our corporate structure, increase operational efficiencies and reduce costs. On May 10, 2013, the High Court of Judicature at Mumbai approved the merger of iGATE Computer with iGATE Global with a retrospective date of April 01, 2012.
Following the merger of iGATE Computer with iGATE Global, the Board of Directors have further approved the “Scheme of Arrangement” for the merger of our Indian subsidiaries, iGATE Information Systems Private Limited (formerly known as Patni Telecom Solutions Private Limited) (“iISPL”) with iGATE Global.
Buy Back of iGATE Global’s Shares
On October 23, 2013, iGATE Global, filed a Scheme of Arrangement (“Scheme”), pursuant to Section 391 of the Companies Act 1956, India, with the High Court of Judicature at Mumbai, to rationalize its capital structure and accordingly purchase its equity shares to offer liquidity to minority shareholders, achieve an optimum capital structure and service equity more efficiently. According to the Scheme, iGATE Global may purchase up to a maximum of 33% of equity shares held by each of the shareholder for a consideration of INR 2,258 per share. The shareholders approved the Scheme in a Court Convened Meeting held on December 18, 2013. Upon the High Court approving the Scheme, the Company anticipates that the remaining minority shareholders would sell 33% of the equity shares held by them. Minority shareholders holding 1,000 or less shares can tender all of their shares for purchase by the Company.
Consummation of Term Loan
On November 22, 2013, Pan-Asia entered into a credit agreement (the “Credit Facility”) for a secured term loan facility with a consortium of banks. The Credit Facility has two components comprising of commitment amount of $270 million maturing 60 months from the utilization date of November 25, 2013, carrying an interest rate of LIBOR plus 325 basis points and $90 million maturing 9 months from the utilization date of November 25, 2013, carrying an interest of LIBOR plus 200 basis points. The credit facility will enable Pan-Asia to repay a capital contribution to iTI, a group company, which in turn will be applied to extinguish some of our existing debt in 2014.
Critical Accounting Policies and Estimates
The following explains our most critical accounting policies and estimates. See Note 1 to our audited consolidated financial statements set forth on pages 71 to 80 of this Form 10-K for a complete description of our significant accounting policies.
Revenue Recognition
Revenue is recognized when there is persuasive evidence of a contractual arrangement with customers, services have been rendered, the fee is fixed or determinable and collectability is reasonably assured. The Company has concluded that it has persuasive evidence of an arrangement when it enters into an agreement with its clients with terms and conditions which describe the services and the related payments are legally enforceable. When the terms of the agreement specify service level parameters that must be met, the Company monitors such service level parameters and recognizes revenues based on the levels achieved net of applicable taxes and
includes reimbursements of out-of-pocket expenses, with the corresponding cost for out-of-pocket expenses included in cost of revenue. Multiple contracts with a single counterparty are accounted for as separate arrangements.
The services are provided either on a fixed price, fixed time frame, time and material basis and based on transaction price. Revenue with respect to time-and-material contracts is recognized as the related services are performed. Time-and-material contracts typically bill at an agreed upon hourly or daily rate. The Company’s fixed time frame contracts include application maintenance and support services, on which revenue is recognized ratably over the term of maintenance. Revenues related to fixed-price contracts that provide for complex information technology application development services are recognized as the services are performed using the percentage of completion method with input (cost to cost) method while contracts that do not provide for highly complex information technology development services are recognized as the services are performed using proportional performance basis with input (efforts expended) method. The Company considers the input method the best available measure of progress on these contracts as there is a direct relationship between input and the services delivered. Costs are recorded as incurred over the contract period. Provisions for estimated losses, if any, on uncompleted contracts are recorded in the period in which such losses become probable based on the current contract estimates. Revenues from transaction-priced contracts are recognized based on rendering of the services as per the terms of the contract.
Significant judgment is required to estimate the time and cost to complete the project. Our project delivery personnel continually review the labor hours incurred and the estimated total labor hours, which may result in revisions to the amount of revenue recognized for the contract. Changes in estimates are accounted for in the period of change. Any estimation process, including that used in preparing contract accounting models, involves inherent risk. We reduce the inherent risk relating to revenue and cost estimates through approval and monitoring processes. Risks relating to service delivery, usage, productivity and other factors are considered in the estimation process.
Intangible Assets
As of December 31, 2013, the definite lived intangible assets were predominantly comprised of customer relationship and intellectual property rights arising from the iGATE Computer Acquisition which are of material value to us. Customer contracts and relationships refer to forecast revenues from existing customers from whom there is a readily identifiable income stream as at the valuation date, as a result of established business relationships with them. We have estimated the fair value of customer contracts and relationships based on the Excess Earnings Method under the Income Approach.
The excess earnings method is predicted on the basis that the value of an intangible asset is the present value of the earnings it generates, net of a reasonable return on other assets also contributing to that stream of earnings. The main steps under this method are:
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Forecast sales to which the acquired intangibles contribute and estimate the cash flows earned from these sales. To arrive at the projected revenues from the existing customers, we have considered the revenues of the last 5 years from all the existing customers as at the valuation date and applied an annual average churn rate of 3% (rounded) to these revenues.
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Deduct the tax charge on these cash flows - we estimated the effective tax rate on a go forward basis to be 30%.
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Deduct contributory asset charges - in order to assess the excess earnings attributable to customer contracts and relationships, we have deducted contributory asset charges for the use of other assets. The contributory charges for the economic returns are computed based on the assets utilized by the intangible asset. The notional contributory charges are based on the presumption that the contributory assets were leased from a third party in an arms-length transaction. All such contributory charges are computed based on the fair value of the relevant contributory asset. The applied contributory asset charges take into account the return of the asset (wear and tear) and the return on asset (interest on invested capital).
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We considered the risk of the above intangible in relation to the risk of other intangibles and in relation to the risk of the overall business. Based on this analysis, we utilized a discount rate of 18.00%. We used this to discount the excess earnings to obtain the value of the intangible.
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We have assumed an economic life of 15 years considering the uncertainty of continuity of customer relationship beyond this period and also that the present value factor beyond such period is not material.
Customer relationship is amortized on an accelerated basis (undiscounted net cash flows basis) and intellectual property rights are amortized on straight line basis. The estimated useful life of customer relationship and intellectual property rights is 15 years and 0.5 year to 6 years, respectively. The estimated useful life of an identifiable intangible asset is based on a number of factors including the effects of obsolescence, demand, competition and other economic factors (such as the stability of the industry, and known technological advances) and the level of maintenance expenditures required to obtain the expected future cash flows from the asset.
Intangible assets are initially valued at fair market value using generally accepted valuation methods appropriate for the type of intangible asset. Intangible assets with definite lives are amortized over the estimated useful lives and are reviewed for impairment, if indicators of impairment arise such as termination of contracts with customers, restructuring actions or plans or downward revisions to forecasts. The evaluation of impairment is based upon a comparison of the carrying amount of the intangible asset to the estimated future undiscounted net cash flows expected to be generated by the asset. If estimated future undiscounted cash flows are less than the carrying amount of the asset, the asset is considered impaired. The impairment expense is determined by comparing the estimated fair value of the intangible asset to its carrying value, with any shortfall from fair value recognized as an expense in the current period. The estimated fair value is computed based on the forecasted future revenue and cash flows from the customer contracts.
Income Taxes
Determining the consolidated provision for income tax expense, income tax liabilities and deferred tax assets and liabilities involves judgment. As a global company, we calculate and provide for income taxes in each of the tax jurisdictions in which we operate. This involves estimating current tax exposures in each jurisdiction as well as making judgments regarding the recoverability of deferred tax assets. Tax exposures can involve complex issues and may require an extended period to resolve. In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized and adjust the valuation allowances accordingly. We consider future market growth, forecasted earnings, future taxable income, the mix of earnings in the jurisdictions in which we operate and prudent and feasible tax planning strategies in determining the need for a valuation allowance. In the event we were to determine that it is more likely than not that we will be unable to realize all or part of our deferred tax assets in the future, we would increase the valuation allowance and recognize a corresponding charge to earnings or other comprehensive income in the period in which we make such a determination. Likewise, if we later determine that we are more likely than not to realize the deferred tax assets, we would reverse the applicable portion of the previously recognized valuation allowance. In order for us to realize our deferred tax assets, we must be able to generate sufficient taxable income in the tax jurisdictions in which the deferred tax assets are located.
The tax returns are routinely audited and settlements of issues raised in these audits may sometimes affect the tax expense. Determining the income tax expense for these potential settlements and recording the related effects requires management judgments estimates and application of tax laws in various jurisdictions. Accordingly, our income tax expense includes amounts intended to satisfy income tax assessments that may result from these challenges. The amounts ultimately paid upon resolution of audits could be materially different from the amounts previously included in our income tax expense. Thus the accrual for uncertain tax positions is attributable primarily to uncertainties concerning the tax treatment in domestic and various foreign jurisdictions.
Derivative Instruments and Hedging Activities
The Company enters into foreign currency forward and option contracts (“foreign exchange derivative contracts”) to mitigate and manage the risk of changes in foreign exchange rates on inter-company and end customer accounts receivables and forecasted sales and inter-company transactions. The Company hedges anticipated sales transactions that are subject to foreign exchange exposure with foreign exchange derivative contracts that are designated effective and that qualify as cash flow hedges under ASC Topic 815, “Derivatives and Hedging”.
As part of hedge strategy, the Company also enters into foreign exchange derivative contracts which are replaced with successive new contracts up to the period in which the forecasted transaction is expected to occur i.e. (roll-over hedges). In case of rollover hedges, the hedge effectiveness is assessed based on changes in fair value to the extent of changes in spot prices and recorded in accumulated other comprehensive income (loss) until the hedged transactions occur and upon such occurrence gain or loss is reclassified to earnings in the consolidated statements of income. Accordingly, the changes in the fair value of the contract related to the changes in the difference between the spot price and the forward price (i.e. forward premium/discount) are excluded from assessment of hedge effectiveness and is recognized in consolidated statements of income and are included in foreign exchange gain (loss).
In respect of foreign exchange derivative contracts which hedge the foreign currency risk associated with both the anticipated sales transaction and the collection thereof (dual purpose hedges) the hedge effectiveness is assessed based on overall changes in fair value with the effective portion of gains or losses included in accumulated other comprehensive income (loss). The effective portion of gain or loss attributable to forecasted sales are reclassified from accumulated other comprehensive income (loss) and recognized in consolidated statements of income when the sales transaction occurs. Post the date of sales transaction, the Company reclassifies an amount from accumulated other comprehensive income (loss) to earnings to offset foreign currency translation gain (loss) recorded for the respective receivable during the period. In addition, the Company determines the amount of cost to be ascribed to each period of the hedging relationship based on the functional currency interest rate implicit in the hedging relationship and recognizes this cost by reclassifying it from accumulated other comprehensive income (loss) to consolidated statements of income for recognized receivables based on the pro rata method.
Changes in the fair value of cash flow hedges deemed ineffective are recognized in the consolidated statement of income and are included in foreign exchange gain (loss). The Company also uses foreign exchange derivatives contracts not designated as hedging instruments under ASC No. 815 to hedge intercompany and end customer accounts receivables and other monetary assets denominated in currencies other than the functional currency. Changes in the fair value of these foreign exchange derivatives are recognized in the consolidated statements of income and are included in foreign exchange gain (loss).
Stock-based compensation
FASB ASC Topic 718, “Accounting for Stock - Based Compensation”, requires all stock based payments, including grants of stock options, restricted stock units and employee stock purchase rights, to be recognized in our financial statements based on their respective grant date fair values. Under this standard, the fair value of each employee stock option and employee stock purchase right is estimated on the date of grant using an option pricing model that meets certain requirements.
We currently use the Black-Scholes option pricing model to estimate the fair value of our stock based payments. The determination of the fair value of stock based payment awards utilizing the Black-Scholes model is affected by our stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. We estimate the expected volatility of our stock options at grant date based on the historical traded prices of our stock as the expected volatility assumption required in the Black-Scholes model. The expected life of the stock options is based on historical and other data including life of the option and vesting period.
The risk-free interest rate assumption is the implied yield currently available on zero-coupon government issues with a remaining term equal to the expected term. The dividend yield assumption is based on our history and expectation of dividend payouts.
We evaluate the key assumptions such as volatility and expected term used to value stock-based awards on a periodic basis. If factors change and we employ different assumptions, stock-based compensation expense may differ significantly from what we have recorded in the past. If there are any modifications or cancellations of the underlying unvested securities, we may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. To the extent that we grant additional equity securities to employees or we assume unvested securities in connection with any acquisitions, our stock-based compensation expense will be increased by the additional unearned compensation resulting from those additional grants or acquisitions. We also issue performance based restricted awards to certain employees which will vest based on the terms of the agreement and the cost is recognized if it is probable that the specified performance goals will be attained. The measurement of the value of such awards is based on the historical and expected results and adjusted each period based on our most recent forecasts.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant items subject to such estimates and assumptions include the useful lives of property and equipment, carrying amount of property and equipment, intangibles and goodwill, valuation allowance for receivables and deferred tax assets, valuation of derivative instruments, valuation of stock based compensation, assets and obligations related to employee benefits, income tax uncertainties and other contingencies and commitments. Management believes that the estimates used in the preparation of the consolidated financial statements are prudent and reasonable. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates.
Presentation of Supplemental Non-GAAP Financial Measures
In this management’s discussion and analysis, we use supplemental non-GAAP financial measures as defined by the Securities and Exchange Commission. These non-GAAP measures are not in accordance with, or an alternative for measures prepared in accordance with, U.S. GAAP and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. Reconciliations of these non-GAAP measures to their comparable GAAP measures are included in the financial tables set forth on pages 51 to 55 of this Form 10-K.
Results of Operations from Continuing Operations for the Year Ended December 31, 2013 as Compared to the Year Ended December 31, 2012 and 2011 (in thousands):
(a) Cost of revenues is exclusive of depreciation and amortization.
(b) As the effective tax rate is a better comparable measure, the percent change from comparable period is not computed.
(c) The percent is insignificant
Note: iGATE Computer (now merged with iGATE Global), results are consolidated for a period of 231 days with effect from May 15, 2011 for the year ended December 31, 2011 as compared to the full period for the year ended December 31, 2012 and 2013. This accounts for the major variances in the comparison of results for the year end of December 31, 2012 with 2011.
Revenues
Revenues for the year ended December 31, 2013 increased by 7.2%, as compared to the year ended December 31, 2012. The increase is directly attributable to the combination of increased business with our recurring customers by 6.7% and business with new customers by 2.1%, which was partly offset by the cessation of business with certain existing customers resulting from streamlining our customer list to focus on long term strategic customers by 0.8%. In addition, the strengthening of the U.S. dollar (“USD”) during the year ended December 31, 2013 as compared to the corresponding period in the previous year against the CAD, GBP, JPY, AUD and INR adversely impacted our revenues by 0.8%.
Revenues for the year ended December 31, 2012 increased by 37.7%, as compared to the year ended December 31, 2011. Our revenue increase for the period presented is directly attributable to the acquisition of iGATE Computer and a combination of increased business with our recurring customers and business with new customers which was partly offset by the cessation of business with certain existing customers resulting from streamlining our customer list to focus on long term strategic customers. Revenues increased due to the addition of iGATE Computer revenues by 35.8%, recurring customers by 1.3% and new customers by 1.6% and were partly offset by the cessation of business with some of our existing customers by 1.0%.
Our top five customers accounted for 40%, 37% and 40% of the revenues for the year ended December 31, 2013, 2012 and 2011, respectively. We continue to derive a significant portion of our revenues from our customers located in the United States and Canada, which constitutes about 80.3% of revenue for the year ended December 31, 2013.
Revenues by Geography
The following table presents our consolidated domestic and international revenues as a percentage of consolidated revenues based on the location of the customer (in thousands):
(1) Comprises Europe, Middle East and African countries.
Gross margin
Our gross margin percentage (gross margin as percentage of revenues) was 39.3% for the year ended December 31, 2013 as compared to 39.5% for the year ended December 31, 2012. The details of gross margin is as follows (in thousands):
As we conduct business through our globally integrated onsite and offshore delivery locations, primarily in India, the strengthening or weakening of the USD against other currencies, has a direct effect on our costs by reducing or increasing the cost of our services in offshore delivery centers which impacts our profitability.
During the current year, the decrease in gross margin percentage was directly attributable to the adverse impact of increase in salaries, performance incentives and other costs directly associated with billable professionals, including payroll taxes by 1.9% which was offset by favorable movement of the USD against the INR impacting our gross margin by 1.0%, favorable impact of decrease in immigration costs, including visa fees by 0.2% and better utilization by 0.5%.
Our Gross Margin percentage was 39.5% for the year ended December 31, 2012 as compared to 38.0% for the year ended December 31, 2011.
The increase in the Gross Margin percentage during the year ended December 31, 2012 was primarily due to increase in revenue and favorable movement of the USD against the INR as compared to the year ended December 31, 2011. This resulted in a lower cost of revenues in dollar terms yielding a higher gross margin by 3.6% which was partly offset by the adverse impact of currency movement on revenues by 0.5% and an increase in salaries due to full year impact of the acquisition of iGATE Computer on our employee’s average billable headcount.
Selling, general and administrative expenses
Selling, general and administrative expenses (“SG&A”) include all costs including rent costs that are not directly associated with revenue-generating activities. These include employee costs, corporate costs and facilities costs. Employee costs include selling, marketing and administrative salaries and related employee benefits, travel, recruiting and training costs. Corporate costs include costs such as delisting and reorganization costs, legal, accounting and outside consulting fees. Facilities costs primarily include rent and communications costs. The SG&A expense details are as follows (in thousands):
Selling, general and administrative expenses for the year ended December 31, 2013 increased by $18.8 million as compared to the year ended December 31, 2012 and the expenses increased by $20.0 million for the year ended December 31, 2012 as compared to the year ended December 31, 2011. Movements in the foreign exchange rates favorably impacted our selling, general and administrative expenses by $8.5 million for the year ended December 31, 2013, as compared to the year ended December 31, 2012 and by $11.2 million for the year ended December 31, 2012, as compared to year ended December 31, 2011.
Employee costs increased by $10.7 million for the year ended December 31, 2013, as compared to the year ended December 31, 2012, resulting from an increase due to salary costs of $5.8 million, bonus provision of $2.3 million, employee stock-based compensation expenses of $0.3 million and travel and staff welfare expenses of $2.3 million.
Our corporate costs increased by $7.4 million for the year ended December 31, 2013 as compared to the year ended December 31, 2012. Marketing costs were increased due to the additional promotional activities of $0.6 million. Legal costs were increased by $5.2 million primarily due to increased professional fees of
$2.7 million and the Company also settled a claim of $2.5 million brought against us by an employee. Other corporate costs increased by $1.6 million mainly due to merger and reorganization expenses of $5.9 million incurred in connection with implementation of structural changes during the second quarter of 2013, bank charges of $0.2 million and subscriptions of $0.7 million, professional and accounting fees of $0.7 million which were partly offset by a decrease in delisting expenses of $4.9 million which were incurred during 2012 arising out of delisting of iGATE Computer from the records of Indian Stock Exchanges, indirect taxes and director fees of $0.8 million and bad debts of $1.1 million.
Facilities costs increased by $0.7 million for the year ended December 31, 2013, due to increases in repairs and maintenance, house-keeping and security charges by $2.3 million, rent and electricity by $0.3 million and decreases in communication related expenses by $1.9 million.
SG&A costs increased for the year ended December 31, 2012 as compared to December 31, 2011, mainly due to the iGATE Computer Acquisition which accounted for a full twelve months as compared to seven and half months in 2011. Employee costs increased by $5.0 million for the year ended December 31, 2012, as compared to the year ended December 31, 2011, resulting from an increase in salaries, overhead expenses and benefits of $8.1 million and travel expenses by $3.4 million. The increase in salaries was mainly due to the iGATE Computer Acquisition and an increase in our average employee headcount by 221, which was partly offset by a decrease in bonus provision of $5.6 million, employee stock based compensation cost provision of $0.2 million and staff welfare expenses of $0.7 million for the year ended December 31, 2012 as compared to the year ended December 31, 2011.
Our corporate costs increased by $1.0 million for the year ended December 31, 2012 as compared to December 31, 2011, mainly due to $4.0 million of expenses incurred during 2012 due to delisting iGATE Computer from the records of Indian stock exchanges, an increase in accounting and professional fees of $3.1 million, reorganization expenses of $1.5 million incurred in connection with implementation of structural changes simplifying our corporate structure and legal fees of $1.2 million, marketing expenses of $0.9 million, other costs of $0.8 million, bad debt and taxes of $0.6 million and recruitment expenses of $0.6 million. These increases were offset by $10.9 million of acquisition costs incurred during the year ended December 31, 2011, reduction of director fees by $0.6 million and bank charges by $0.2 million.
Facilities costs increased by $14.0 million for the year ended December 31, 2012, due to an increase in insurance and maintenance costs of $6.5 million, communication related expenses of $3.8 million, rent expenses of $1.9 million and electricity charges of $1.8 million.
Depreciation and amortization costs
Depreciation and amortization costs for the year ended December 31, 2013 were 3.1% of revenue, as compared to 4.3% of revenue for the year ended December 31, 2012 representing a decrease of $11.2 million. Depreciation and amortization costs decreased mainly due to the full depreciation in the second quarter of 2012 of certain depreciable assets attributable to the acquisition of iGATE Computer with a one year useful life, the expiration of the useful life of certain assets and the favorable impact of the strengthening of the USD against the INR.
Depreciation and amortization costs for the year ended December 31, 2012 were 4.3% of revenue, as compared to 5.0% of revenue for the year ended December 31, 2011 representing an increase of $7.6 million. Depreciation and amortization costs increased mainly due to the acquisition of iGATE Computer, which accounted for a full twelve months for the year ended December 31, 2012 as compared to seven and half months in 2011, and an increase on account of additional assets purchased during 2012. The increase was partly offset by the full depreciation in the second quarter of 2012 of certain depreciable assets attributable to the acquisition of iGATE Computer with a one year useful life.
Operating income
Our operating margin (operating income as a percentage of revenue) was 19.7% for the year ended December 31, 2013, as compared to 19.2% for the year ended December 31, 2012. This increase was mainly due to a higher gross margin in absolute terms, lower depreciation which was offset by an increase in selling, general and administrative expense.
Our operating income percentage was 19.2% for the year ended December 31, 2012, as compared to 13.6% for the year ended December 31, 2011. This increase was mainly due to our increased gross margin which was partly offset by increased SG&A expenses and depreciation and amortization.
Interest expense
Interest expenses were 7.6%, 7.8% and 6.5% of revenues for the year ended December 31, 2013, 2012 and 2011, respectively. The details of interest expense is as follows (in thousands):
The increase of $3.8 million of interest expense during 2013 was primarily due to $4.04 million of debt cost which was charged to earnings as a result of early repayment of term loan facilities during the second and fourth quarter of 2013. The increase of $33.2 million during the year ended December 31, 2012, as compared to the year ended December 31, 2011, was driven by a higher interest expense resulting from an increased borrowing during 2012 to finance Pan-Asia’s purchase of the remaining publicly traded equity shares of iGATE Computer and interest expense on Senior Notes charged to earnings was for twelve months in 2012 as compared to eight months in 2011.
The debt issuance costs on Senior Notes which were charged to earnings based on effective interest rate method amounted to $6.4 million, $5.8 million and $3.7 million for the years ended December 31, 2013, 2012 and 2011.
The interest expense recorded on our $412.0 million line of credit and term loans, amounted to $2.3 million (including amortization of debt issuance cost of $0.3 million) for the year ended December 31, 2013, as compared to $7.7 million (including amortization of debt issuance cost of $1.0 million) on our line of credit and term loan of $375.5 million for the year ended December 31, 2012 and $0.7 million on our line of credit of $57 million for the year ended December 31, 2011. During the year ended December 31, 2013, we recorded an interest expense of $6.8 million (including amortization of debt issuance cost of $4.0 million) on a term loan that was repaid during the second quarter of 2013 and an interest expense of $3.2 million (including amortization of debt issuance cost of $0.6 million) on our revolving credit facility and term loan which was repaid during the last quarter of 2013.
During the year ended December 31, 2012, we recorded a provision of $0.4 million for interest to be paid in connection with a court-ordered rescission of a land sale agreement.
Foreign exchange gain (loss), net
Foreign exchange loss was $4.1 million for the year ended December 31, 2013, as compared to loss of $20.1 million for the year ended December 31, 2012 and gain of $13.1 million for the year ended December 31, 2011.
We recognized foreign currency loss of $11.3 million on foreign exchange derivative contracts related to inter-company and end customer receivables and forecasted revenues for the year ended December 31, 2013, as compared to a loss of $18.6 million for the year ended December 31, 2012 and a loss of $15.9 million for the year ended December 31, 2011. In 2011, we also entered into foreign exchange derivative contracts in connection with the acquisition of iGATE Computer which resulted in a realized gain of $15.0 million on settled contracts and we also recorded a foreign currency gain of $1.4 million on a foreign exchange derivative contract taken against the unsecured revolving working credit facility borrowed under our line of credit for the year ended December 31, 2011.
During the year ended December 31, 2013, we recognized net realized loss of $1.1 million on a foreign exchange forward contract that was entered to hedge the risk of changes in the foreign exchange rates on our foreign currency denominated investments classified as available-for-sale securities.
We also recognized a foreign currency loss of $0.9 million on the re-measurement of our escrow account balance, gain of $0.4 million on the re-measurement of redeemable non-controlling interest, gain of $8.8 million related to other monetary assets and liabilities (including loss of $5.7 million on the re-measurement of the unsecured revolving working credit facility) for the year ended December 31, 2013, as compared to a loss of $4.1 million on the re-measurement of escrow account balance, gain of $2.2 million related to other monetary assets and liabilities (including loss of $0.5 million on the re-measurement of unsecured revolving working credit facility) and gain of $0.4 million on re-measurement of redeemable non-controlling interest for the year ended December 31, 2012 and a gain of $5.3 million on re-measurement of escrow account balance and gain of $7.2 million related to other monetary assets and liabilities for the year ended December 31, 2011, respectively.
Other income, net
Other income was 3.9%, 2.7% and 2.0% of revenues for the year ended December 31, 2013, 2012 and 2011, respectively. The details of other income is as follows (in thousands):
Our investment income for the year ended December 31, 2013 as compared to the December 31, 2012 were higher due to increased investment base and the redemption of units in 2013 resulting in higher realized income. Our investment base as of January 01, 2013 and 2012 were $510.8 million and $354.5 million, respectively. In 2012, the investment income increase was mainly due to the acquisition of iGATE Computer which accounted for $12.5 million and switch from dividend yielding funds to growth mutual funds and high yield fixed maturity plans. A sizable part of investments in 2012 investments were primarily in growth funds and certificate of deposits whereas in 2011 were in dividend yielding mutual funds.
Interest received on tax refunds from tax authorities amounted to $2.6 million for the year ended December 31, 2013 as compared to $1.5 million for the year ended December 31, 2012. Interest earned on our term and bank deposits amounted to $0.5 million, $0.2 million and $0.3 million for the years ended December 31, 2013, 2012 and 2011. During the year ended December 31, 2013, $1.6 million of liability which was no longer required was written back and we received $0.6 million of tax refunds from service tax authorities and $0.2 million as an incentive received from the Government for liquidating our subsidiary. Additionally, other
income for the year ended December 31, 2013, includes approximately $3.0 million attributable to the forfeiture of vested stock options in connection with the termination of our former Chief Executive Officer, during the second quarter of 2013. During the year ended December 31, 2012, we recorded a loss of $0.9 million in connection with a court-ordered rescission of a land sale agreement.
Income taxes
Our effective tax rate (“ETR”) was 27.9%, 23.4% and 28.7% during the year ended December 31, 2013, 2012 and 2011, respectively.
The ETR has increased from 23.4% in 2012 to 27.9%, in 2013 primarily on account of a tax rate increase, the impact of internal reorganisations and non recurring tax benefits earned in the previous year. During the current year, $3.0 million of tax expense was recorded as a result of increase in Indian statutory tax rate on the deferred tax liability as per the new legislation. In 2012, the Company released $4.0 million of valuation allowance relating to temporary differences of iTI which has resulted in a lower rate in 2012. An increase in tax expense of $1.1 million resulted from the expiration of 100% tax holiday in one of the SEZ divisions resulting in the entity being taxable on 50% of income. The impact of tax benefits due from the expiration of statute of limitation in 2012 was $1.5 million and non recurring foreign tax credits earned in 2012 was $2.6 million. The Company also recorded tax expense of $1.0 million primarily on account of the merger of entities in Indian jurisdiction. The above increase is partly off set by the positive tax impact of Sec. 956 to give effect to the reorganization which resulted in a net impact of $10.1 million (representing a benefit of $4.7 million in 2013 and a net tax expense of $5.4 million in 2012).
The lower ETR for the year ended December 31, 2012 as compared to December 31, 2011 was mainly due to the release of $4.0 million of valuation allowance relating to temporary differences of iTI which existed as of December 31, 2011. Based on management’s review of both positive and negative evidence, which includes the historical and future operating performance of one of iGATE Corporation’s domestic subsidiaries, iTI as well as iGATE Corporation’s election to file a consolidated return with other members of the U.S. affiliated group, we concluded that it is more likely than not that we will be able to realize a portion of our domestic deferred tax assets. In addition, based on our application, the IRS ruled on January 12, 2012, that our acquisition of iGATE Computer falls within the meaning of section 338(d)(3) of the Internal Revenue Code and an election can be made to be a qualified stock purchase (“QSP”) under Section 338(g). This election entitled us to calculate the U.S. income tax basis earnings and profits and foreign (non-U.S.) tax pools for iGATE Computer. Based on such calculations, we recorded a tax provision of $6.9 million on our U.S. subsidiary iTI’s share of the Indian subsidiary, iGATE Computer’s undistributed earnings for the post-acquisition period from May 16, 2011 through December 31, 2011. In 2012, we provided an additional $7.0 million on the current year undistributed earnings of iGATE Computer.
Non-controlling interest
On May 10, 2013, the High Court of Judicature at Mumbai, India, approved the merger of iGATE Computer with iGATE Global. Pursuant to the merger, shareholders of iGATE Computer who did not tender their shares during the exit period were issued iGATE Global shares in the ratio of five equity shares of iGATE Global for twenty two equity shares of iGATE Computer. Subsequent to the expiry of the exit offer period, the Company has no obligation to redeem the shares and accordingly the remaining redeemable non-controlling interest had been reclassified to permanent equity.
For the year ended December 31, 2013, we recorded $0.2 million share of profits and $1.9 million of accumulated other comprehensive loss attributable to non-controlling interest in iGATE Global representing 0.50% share of net income of iGATE Global.
In 2012, we delisted the fully paid-up equity shares of iGATE Computer and recorded a redeemable non-controlling interest liability for the balance of shares, which was valued at an exit price of INR 520 per share.
The redeemable non-controlling interest holders were not entitled to any share of profits. For the year ended December 31, 2012, prior to the delisting of iGATE Computer’s shares, we had recorded $4.5 million from our share of profits attributable to the non-controlling interest in iGATE Computer, representing 18.9% share of the net income of $23.7 million of iGATE Computer for the quarter ended March 31, 2012.
For the year ended December 31, 2011, we recorded $8.6 million of profits attributable to the non controlling interest in iGATE Computer, representing 18.2% share of net income of $47.3 million of iGATE Computer.
Preferred dividend
On February 1, 2011, pursuant to the securities purchase agreement with Viscaria Limited dated January 10, 2011, we issued 210,000 shares of Series B Preferred Stock for a consideration of $210 million and an additional 120,000 shares were issued on May 9, 2011 for a consideration of $120 million. We have accrued for cumulative dividends of $31.4 million, $29.0 million and $22.1 million at a rate of 8.00% per annum, compounded quarterly, for the year ended December 31, 2013, 2012 and 2011, respectively.
Use of non-GAAP Financial Measures:
We believe that providing Adjusted EBITDA and non-GAAP net income and non-GAAP basic and diluted earnings per share in addition to the related GAAP measures provides investors with greater transparency to the information used by our management in our financial and operational decision-making. These non-GAAP measures are also used by management in connection with our performance compensation programs.
These non-GAAP measures are not in accordance with, or an alternative for measures prepared in accordance with, U.S GAAP and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. Reconciliations of these non-GAAP measures to their comparable GAAP measures are included in the financial tables below.
We believe that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures. These non GAAP measures should be considered supplemental in nature and should not be considered in isolation or be construed as being more important than comparable GAAP measures.
The non-GAAP financial measures contained herein exclude the following items:
•
Amortization of intangible assets: Intangible assets comprise value of our customer relationships from the iGATE Computer Acquisition and the previous delisting of our Indian subsidiary. We incur charges relating to the amortization of these intangibles. These charges are included in our GAAP presentation of earnings from operations, operating margin, net income and diluted earnings per share. We exclude these charges for purposes of calculating these non-GAAP measures.
•
Stock-based compensation: Although stock-based compensation is an important aspect of the compensation of our employees and executives, determining the fair value of the stock-based instruments involves a high degree of judgment and estimation and the expense recorded may not reflect the actual value realized upon the future exercise or termination of the related stock-based awards. Furthermore, unlike cash compensation, the value of stock-based compensation is determined using a complex formula that incorporates factors, such as market volatility, that are beyond our control. Management believes it is useful to exclude stock-based compensation in order to better understand the long-term performance of our core business.
•
Acquisition expenses: We incurred costs related to our acquisition, which are inconsistent in amount and frequency and are significantly impacted by the timing and nature of the acquisition. We believe
that eliminating these expenses for purposes of calculating these non-GAAP measures facilitates a more meaningful evaluation of our current operating performance and comparisons to our past operating performance.
•
Foreign exchange (gain)/loss: In March 2012, we entered into a forward foreign exchange contract to mitigate the risk of changes in foreign exchange rates on payments related to the delisting of iGATE Computer. During the year 2013 and 2012, we recognized foreign currency loss on re-measurement of escrow account balance and foreign exchange gain on re-measurement of redeemable non controlling interest liability. We believe that eliminating the non-capitalized items for purposes of calculating these non-GAAP measures facilitates a more meaningful evaluation of our current performance and comparisons to our past performance.
•
Severance Cost: As a result of the acquisition of iGATE Computer, we incurred severance costs in connection with the termination of the services of some of iGATE Computer’s employees. We believe that eliminating these costs for purposes of calculating these non-GAAP measures facilitates a more meaningful evaluation of our current operating performance and comparisons to our past performance.
•
Delisting expenses: We voluntarily delisted the equity shares of our majority owned subsidiary, iGATE Computer from the National Stock Exchange of India Limited and the Bombay Stock Exchange Limited and the American Depository Shares from the New York Stock Exchange. Delisting is an infrequent activity and expenses incurred in connection therein are inconsistent in amount and are significantly impacted by the timing and nature of the delisting. We believe that eliminating these expenses for purposes of calculating these non-GAAP measures facilitates a more meaningful evaluation of our current operating performance and comparisons to its past operating performance.
•
Merger and reorganization expenses: We are in the process of merging and reorganizing our overseas subsidiaries and branches to simplify the corporate structure, and have incurred legal and professional expenses in connection with these actions. Merger and reorganization is an infrequent activity and expenses incurred in connection therein are inconsistent in amount and significantly impacted by the timing and nature of the reorganization. We believe that eliminating these expenses for purposes of calculating these non-GAAP measures facilitates a more meaningful evaluation of our current operating performance and comparisons to our past operating performance.
•
Preferred dividend and accretion to preferred stock: We have issued 8.00% Series B Preferred Stock. We also incurred issuance costs that have been netted against the proceeds received from the issuance of the Series B Preferred Stock. The Series B Preferred Stock is being accreted over a period of six years. Although, the effect of inclusion of equivalent units of common stock towards convertible participating preferred stock is anti-dilutive for GAAP purposes, the non-GAAP diluted earnings per share has been calculated assuming the conversion of all outstanding shares of preferred stock into equivalent units of common stock. We believe that eliminating these expenses as well as inclusion of equivalent units of common stock towards the preference shares to compute diluted earnings per share for purposes of calculating these non-GAAP measures facilitates a more meaningful evaluation of our current operating performance and comparisons to our past operating performance.
From time to time in the future, there may be other items that we may exclude in presenting our financial results.
The table below presents a reconciliation of our non-GAAP financial measures to the most comparable GAAP measures for each of the past three years ended December 31, 2013, 2012 and 2011, respectively (in thousands, except for per share data):
* Includes iGATE Computer balances since May 16, 2011
Non-GAAP Disclosure of Adjusted EBITDA
We present Adjusted EBITDA as a supplemental measure of our performance. We define Adjusted EBITDA as net income plus (i) depreciation and amortization, (ii) interest expense, (iii) income tax expense, minus (iv) other income, net plus (v) foreign exchange (gain)/loss, (vi) stock-based compensation (vii) acquisition expenses (viii) delisting expenses, (ix) merger and reorganization expenses and (x) severance expenses. We eliminated the impact of the above as we do not consider them as indicative of our ongoing operating performance. These adjustments are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.
We present Adjusted EBITDA because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Adjusted EBITDA: (i) as a factor in evaluating management’s performance when determining incentive compensation, (ii) to evaluate the effectiveness of our business strategies and (iii) because our credit agreement and our indenture use measures similar to Adjusted EBITDA to measure our compliance with certain covenants.
Adjusted EBITDA has limitations as an analytical tool. Some of these limitations are:
•
Adjusted EBITDA does not reflect our cash expenditures or future requirements, for capital expenditures or contractual commitments;
•
Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
•
Adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and adjusted EBITDA does not reflect any cash requirements for such replacements; non-cash compensation is and will remain a key element of our overall long-term incentive compensation package, although we exclude it as an expense when evaluating our ongoing operating performance for a particular period; and
•
Adjusted EBITDA does not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.
Because of these limitations, Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only supplementally.
The table below presents Adjusted EBITDA for each of the year ended December 31, 2013, 2012 and 2011, respectively (in thousands):
* Includes iGATE Computer Balances since May 16, 2011
We present the non-GAAP financial measure Adjusted EBITDA because, management uses this measure to monitor and evaluate the performance of the business and believes the presentation of this measure will enhance the investors’ ability to analyze trends in the business and evaluate our underlying performance relative to other companies in the industry.
Liquidity and Capital Resources
Our cash balances are held in numerous locations throughout the world, of which we hold approximately $296 million of cash, cash equivalents and short-term investments in our foreign subsidiaries as of December 31, 2013. Amounts held outside of the United States are utilized to support non-U.S. liquidity needs. Our ongoing cash flows and external borrowings in the United States are expected to be sufficient to meet our primary operating liquidity needs, in the United States, for at least twelve (12) months following this report.
We have provided for the United States federal tax liability on the post-acquisition and pre-merger earnings and profits of the former iGATE Computer (currently merged with iGATE Global), India. The Company intends to use the remaining accumulated and future earnings of merged entities as well as other foreign subsidiaries to expand operations outside the United States and accordingly, undistributed earnings and profits are deemed permanently reinvested. However, if our intent were to change and we elected to repatriate such undistributed foreign earnings back to United States, it could result in additional income tax payments in future years. We estimate the potential tax liability relating to the repatriation of such undistributed foreign earnings to be approximately $136.8 million as of December 31, 2013.
The following table summarizes the sources and uses of cash from our consolidated statements of cash flow (in thousands):
Operating Activities
Our largest source of operating cash flows is cash collections from our customers for different information technology services we render under various Statements of Work. Our primary uses of cash from operating activities are for personnel related expenditures, leased facilities and taxes.
Net cash provided by operating activities increased by approximately $53.1 million for fiscal 2013 as compared to fiscal 2012. This increase was primarily due to higher net income adjusted for lower depreciation, amortization of intangible assets, higher debt issuance costs, deferred loss on derivatives and stock-based compensation. The impact of these was partially offset by certain unfavorable changes in operating assets and liabilities, primarily increases in prepaid expenses and unbilled revenues resulting from increases in revenues during the fiscal period 2013, in comparison to the prior period.
Net cash provided by operating activities increased by approximately $17.9 million for fiscal 2012 as compared to fiscal 2011. This increase was primarily due to higher net income adjusted for depreciation, amortization of intangible assets and debt issuance costs, a provision for rescission of a land sale contract, deferred gain on derivatives and stock-based compensation. The impact of these was partially offset by certain unfavorable changes in operating assets and liabilities, primarily utilization of cash resources for payment of accounts payables, increases in accounts receivable, prepaid expenses and unbilled revenues resulting from increases in revenues during the fiscal period 2012, in comparison to the prior period.
Investing Activities
Cash provided by investing activities was $254.2 million for the year ended December 31, 2013 as compared to cash used in investing activities of $406.4 million for the year ended December 31, 2012 and $1.2 billion for the year ended December 31, 2011.
Cash used in investing activities reduced by $660.5 million in 2013 as compared to 2012 primarily due to lesser purchase of non-controlling interest as the exit offer which was made to the shareholders of iGATE Computer (now merged with iGATE Global) expired in the second quarter of 2013. In 2012, cash used in investing activities decreased by $791.0 million as compared to 2011 primarily due to the completion of the iGATE Computer Acquisition in 2011. This reduction in 2012 was offset by the additional purchase of non-controlling interests, increase in capital expenditure and increase in net purchase of investments in 2012.
Our investment portfolio and other investments decreased by $311.5 million for the year ended December 31, 2013 as compared to an increase of $143.4 million for the year ended December 31, 2012 and an increase of $10.1 million for the year ended December 31, 2011. Our investment portfolio decreased during 2013 as we redeemed investments to repay term loan facility.
We purchased 2.5 million shares of iGATE Computer (currently merged with iGATE Global) paying $23.7 million during the year ended December 31, 2013. Our deposits in escrow account which were made to facilitate the purchase of remaining shares in the former, iGATE Computer were completely utilized as of December 31, 2013. During the year ended December 31, 2012, we deposited $235.6 million in an escrow account to facilitate the purchase of remaining shares in iGATE Computer, from which $228.4 million was used to purchase 23.0 million shares of iGATE Computer as of December 31, 2012. The escrow account balance of $3.1 million is disclosed as restricted cash as of December 31, 2012.
Capital expenditures were $39.3 million, $31.3 million and $21.4 million for the years ended December 31, 2013, 2012 and 2011, respectively. Significant portions of the capital expenditures in all three years presented were due to the expansion of our campus located in our Indian centers.
Financing Activities
Cash used in financing activities was $330.1 million for the year ended December 31, 2013 as compared to cash provided by financing activities of $323.1 and $1.1 billion for the years ended December 31, 2012 and 2011, respectively.
The proceeds from and payments towards our line of credit and term loan facilities for the year ended December 31, 2013 are summarized in the table below (in thousands):
(1) The Company took a secured term loan in April, 2012, from a bank to finance the purchase of remaining shares of iGATE Computer, currently merged with iGATE Global.
(2) The Company took the term loan in August, 2012 from a bank to finance the purchase of iGATE Americas Inc. (“iAI”).
(3) The Company took the secured term loan from a consortium of banks in November, 2013 to pay down a portion of Senior Notes in May 2014.
Financing arrangements:
During 2013, we took a term loan of $360 million from a consortium of banks to refinance a portion of our existing debt in May 2014 and disclosed the cash received as restricted cash as of December 31, 2013. We also did a net repayment of two outstanding term loan amounting to $228.5 million and $70.0 million, which was undertaken to finance delisting related expenses and purchase of iAI, respectively. The Company also pledged iTI’s 65% of equity investment in Pan-Asia amounting to $298.1 million. We also incurred debt issuance cost of $11.3 million during the year ended December 31, 2013.
The cash provided by financing activities during the year ended December 31, 2012 was primarily due to the drawdown of $228.5 million from a bank to fund the purchase of iGATE Computer’s remaining shares and delisting related expenses and a term loan of $70 million to finance the purchase of our subsidiary. We also withdrew an additional $20 million from an existing unsecured revolving working credit facility during the year ending December 31, 2012.
On February 1, 2011 and May 09, 2011, we issued Series B Preferred Stock for an aggregate purchase price of $330 million. Proceeds from this issuance, net of related costs of $3.4 million, amounted to $326.6 million and were used to finance the iGATE Computer Acquisition.
On February 21, 2011, we entered into an arrangement with a bank for an unsecured revolving working credit facility of $70.0 million, renewable on an annual basis. As of December 31, 2011, we had borrowed $52.0 million under this line of credit at an effective interest rate of 1.07%.
On April 29, 2011, we issued $770.0 million ($737.0 million, net of commitment, placement and other financing and professional fees) aggregate principal amount of Senior Notes in a private placement to finance a portion of the iGATE Computer Acquisition. The Senior Notes require semi-annual interest payments on May 1 and November 1. Proceeds from the issue of the Senior Notes were also used to finance the iGATE Computer Acquisition. We paid interest of $35.0 million on November 1, 2011 and $69.3 million on each of May 1, 2012, November 1, 2012, May 1, 2013 and November 1, 2013, respectively.
On May 10, 2011, we entered into an arrangement with a bank for an unsecured revolving working credit facility of $50 million, maturing on May 16, 2016. As of December 31, 2011, we had borrowed $5.0 million under this line of credit at an effective interest rate of 3.2%.
Other activities:
The net proceeds from the exercise of employee stock options was $4.6 million, $7.7 million and $1.5 million for the years ended December 31, 2013, 2012 and 2011, respectively.
Our cash, cash equivalents and short-term investments were $386.2 million, $606.0 million and $430.0 million as of December 31, 2013, 2012 and 2011, respectively.
Aggregate Contractual Obligations
The following table summarizes our contractual obligations as of December 31, 2013 (in thousands):
(1) At any time prior to May 1, 2014, the Company may redeem the Senior Notes in whole or in part, at its option, at a redemption price equal to 109% of the principal amount of such Senior Notes and accrued and unpaid interest, if any, to the redemption date. At any time and from time to time on or after May 1, 2014 and before May 1, 2015, the Company may redeem the Senior Notes, in whole or in part, at a redemption price equal to 104.5% of the principal amount of such Senior Notes and accrued and unpaid interest, if any, to the redemption date. At any time and from time to time on or after May 1, 2015, the Company may redeem the Senior Notes, in whole or in part, at a redemption price equal to 100.0% of the principal amount of such Senior Notes and accrued and unpaid interest, if any, to the redemption date. On November 22, 2013, Pan-Asia, a 100% owned subsidiary of the Company, entered into a credit agreement with a consortium of banks for a total commitment amount of $360.0 million to refinance a portion of the Senior Notes. Accordingly, we re-classified $360 million of its obligation towards the Senior Notes to current liability as we have an intention to settle a portion of the long-term obligation in May 2014.
(2) As of December 31, 2013, the Term Loan which was availed in two tranches, comprising of $270 million carried an interest rate of LIBOR plus 325 basis points and $90 million carried an interest of LIBOR plus 200 basis points.
(3) The Line of Credit is renewed periodically and carried an interest rate of LIBOR plus 115 basis points.
If Viscaria Limited does not exercise the option to convert within six years from the Series B Preferred Stock closing dates of February 2011 and May 2011, it has the option to exercise its put right and require that the Series B Preferred Stock be redeemed for cash at an amount equal to the outstanding principal plus accrued and unpaid dividends amounting to $538.0 million as the end of the sixth year. So long as Viscaria Limited remains a shareholder of iGATE Series B Preferred Stock, the issuance of future dividends, except cash dividends payable to holders of the Company’s stock of up to 25% of the net income of the Company, will require the consent of a majority of the investor holders. In the event the Company declares or pays any dividend upon the Company’s common stock (in cash, securities or other property), other than a dividend payable solely in shares of common stock, the Company is required to declare and pay to the holders of the Series B Preferred Stock at the same time the dividends which would have been declared and paid with respect to the common stock issuable upon conversion (had all of the Series B Preferred Stock been immediately converted). The terms of our Senior Notes and Term Loan also contain restrictions on our ability to declare dividends. While the Board of Directors may have the ability to declare dividends, subject to certain restrictions, it is likely that cash from operations will be used for working capital and to service debt over the next few years, rather than for the payment of dividends in the foreseeable future.
As of December 31, 2013, we had $16.6 million of unrecognized tax benefits. This represents the tax benefits associated with certain tax positions on our domestic and international tax returns that have not been recognized on our financial statements due to uncertainty regarding their resolution. The resolution or settlement of these tax positions with the relevant taxing authorities is at various stages and therefore we are unable to make a reliable estimate of the eventual cash flows by period that may be required to settle these matters.
Our primary future cash requirements will be to fund working capital, debt service, capital expenditures, and benefit obligations. In addition to our working capital requirements, we expect our primary cash requirements for 2014 to be as follows:
•
Debt service - We expect to make payments of approximately $59.0 million during 2014 for interest associated with Senior Notes and bank borrowings.
•
Capital expenditures - We have budgeted $116.6 million for new and existing facility expansion, new hardware and software during 2014. Of this we have open purchase obligations of $40.8 million towards construction of new facilities and purchase of property and equipment. We will fund the entire capital expenditures through a combination of available cash reserves and short term investments and expect to fund the costs of future expansion through our net cash flows provided by operations.
We and our subsidiaries may from time to time seek to retire or purchase our outstanding debt (including publicly issued debt) through cash purchases and/or exchanges, in open market purchases, privately negotiated transactions, by tender offer or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Future Sources of Liquidity
We expect our primary source of cash to be positive net cash flows provided by operating activities. Further, we continue to focus on cost reductions and have initiated steps to reduce overheads and provide cash savings. In 2013, we completed the merger of our Indian subsidiaries. We also intend to refinance a portion of the Senior Notes during 2014 on which we would save significant costs on interest which is expected to reduce our debt servicing costs contributing to an increase in our earnings in future. To facilitate this refinancing, we borrowed a term loan in two tranches, comprising of $270 million carrying an interest rate of LIBOR plus 325 basis points and $90 million carrying an interest of LIBOR plus 200 basis points. These lower cost term loans will substantially reduce our interest costs in 2014. iTI, the immediate parent company of Pan-Asia, pledged 65% of its equity investment amounting to $298.1 million in Pan-Asia.
The Company currently has two revolving credit facilities providing for borrowings of up to an aggregate of $120 million subject to certain contractual limitations. As of December 31, 2013, we had borrowed $52.0 million
under the revolving credit facilities. Both revolving credit facilities include other conditions that, if not complied with, could restrict our availability to borrow.
Our Senior Notes and credit agreements contain various covenants that are subject to a number of limitations and exceptions. The indenture governing our Senior Notes requires us to comply with Consolidated Priority Debt Leverage Ratio and a Fixed Charge Coverage Ratio when certain events occur. These ratios are based on what we refer to as “Adjusted EBITDA”, which is defined above under “Use of non-GAAP Financial Measures” in this Form 10-K. Non-compliance with such covenants could affect our liquidity. We are currently in compliance with all covenants associated with our borrowings. The specific covenants and related definitions can be found in the applicable indenture and credit agreements, each of which we have previously filed with the Securities and Exchange Commission.
For more information on the revolving credit facilities and the restrictions on borrowing there under, please refer to Note 4, Borrowing and Note 5, Senior Notes to our audited consolidated financial statements included elsewhere in this Form 10-K.
In order to meet our cash needs we may, from time to time, borrow under our credit facilities or issue long term or short-term debt or equity, if the market and our credit facilities and the indentures governing our Senior Notes permit us to do so. For more information on the income tax consequences of the repatriation of the earnings of our foreign subsidiaries, please refer to the disclosure provided in Item 7 - Liquidity and Capital Resources in this Form 10-K. We regularly evaluate market conditions, our liquidity profile, and various financing alternatives for opportunities to enhance our capital structure. If market conditions are favorable, we may refinance our existing debt or issue additional securities.
Based on past performance and current expectations, we expect our existing cash, cash equivalents and short-term investments of $386.2 million as of December 31, 2013, and our ongoing cash flows, external borrowings or foreign earnings that are not deemed permanently reinvested, to be sufficient to meet our operating liquidity requirements described above for at least the twelve (12) months following this report. As of December 31, 2013, the Company also has a restricted cash of $360 million to repay a portion of Senior Notes in May 2014.
Debt Service Obligations
As a result of the acquisition of iGATE Computer, our level of indebtedness increased. As of December, 31, 2013, principal payments due under our indebtedness were $1.2 billion, excluding capital lease obligations of $1.2 million. Our interest expense for the year 2013 was $87.6 million, and includes $11.7 million of accrued interest expense.
Our leverage requires that a substantial portion of our cash flows from operations be dedicated to the payment of principal and interest on our indebtedness. We continually monitor our exposure to the risk of increased interest rates as portions of our borrowings under our credit facilities are at variable rates of interest.
The Company has made all scheduled payments timely under the indenture governing its Senior Notes, and the revolving credit facilities.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Seasonality
Our operations are generally not affected by seasonal fluctuations. However, our consultants’ billable hours are affected by national holidays and vacation policies, which vary by country.
Inflation
We do not believe that inflation had a significant impact on our results of operations for the periods presented. On an ongoing basis, we attempt to minimize any effects of inflation on our operating results by controlling operating costs and whenever possible, seeking to insure that billing rates reflect increases in costs due to inflation.
For all significant foreign operations, the functional currency is the local currency. Assets and liabilities of these operations are translated at the exchange rate in effect at each period end. Statement of Income accounts are translated at the exchange rate prevailing as of the date of the transaction. The gains or losses resulting from such translation are reported under accumulated other comprehensive income (loss) as a separate component of equity. Realized gains and losses from foreign currency transactions are included in other income, net for the periods presented.
Recently Issued Accounting Standards
For information with respect to recent accounting pronouncements and the impact of these pronouncements on our audited consolidated financial statements, see Note 1, Company Overview and Summary of Significant Accounting Polices to our audited consolidated financial statements included elsewhere in this Form 10-K.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk Factors
We are exposed to market risks from adverse changes in foreign exchange rates, interest rates, especially the INR. We do not engage in speculative or leveraged transactions, nor do we hold or issue financial instruments for trading purposes.
Foreign Exchange Rate Sensitivity
Our cash flow and earnings are subject to fluctuations due to exchange rate variation between the INR and USD, CAD, JPY, Euro and GBP. This foreign currency risk exists based upon the nature of the subsidiary operations namely iGATE Global. For example, the majority of the revenue that the Company derives from operations originates from services provided to two customers in the United States and Canada. This results in an inherent foreign currency risk between USD, CAD and INR exchange rates.
We attempt to limit our exposure to changing INR rates mainly through financial market transactions. These transactions may include entering into forward or option contracts to hedge existing exposures. The instruments are used to reduce risk by essentially creating offsetting currency exposures. The following table presents information related to foreign currency contracts held by the Company (in thousands):
Interest Rate Sensitivity
The Company is exposed to changes in interest rates primarily as a result of long term and short term debt. The nature and amount of the Company’s long-term and short-term debt can be expected to vary as a result of future business requirements, market conditions and other factors.
Effect of Hypothetical 10% Fluctuation in Market Prices
Our primary net foreign currency exposure is the INR. The fair value of foreign exchange contracts are subject to changes in foreign currency exchange rates.
As of December 31, 2013, the potential gain or loss in the fair value of the Company’s outstanding foreign currency contracts assuming hypothetical 10%, 5%, 2% and 1% fluctuations in currency rates would be approximately (in millions):
However, it should be noted that any change in the fair value of the contracts, real or hypothetical, would be significantly offset by an inverse change in the value of the underlying hedged items. In relation to currency contracts, this hypothetical calculation assumes that each exchange rate would change in the same direction relative to the USD.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Financial Statements and Supplementary Data required by this item are filed as part of this Form 10-K. See Index to Consolidated Financial Statements on page 64 of this Form 10-K.
MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING
The accompanying Consolidated Financial Statements of iGATE Corporation and subsidiaries have been prepared by management, which is responsible for their integrity and objectivity. The statements have been prepared in conformity with accounting principles generally accepted in the United States of America and necessarily include amounts based on management’s best estimates and judgments.
The Company’s Consolidated Financial Statements for the year ended December 31, 2013 have been audited by Ernst & Young Associates LLP, an Independent Registered Public Accounting Firm, whose report thereon appears on page 65 of this Form 10-K.
The Board of Directors pursues its responsibility for the Company’s financial reporting and accounting practices through its Audit Committee, all of the members of which are independent directors. The Audit Committee’s duties include recommending to the Board of Directors the Independent Registered Public Accounting Firm to audit the Company’s financial statements, reviewing the scope and results of the independent accounting firm’s activities and reporting the results of the committee’s activities to the Board of Directors. The Independent Registered Public Accounting Firm has met with the Audit Committee in the presence of management representatives to discuss the results of their audit work. The Independent Registered Public Accounting Firm has direct access to the Audit Committee.
Ashok Vemuri
Chief Executive Officer
Sujit Sircar
Chief Financial Officer
iGATE CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of iGATE Corporation
We have audited the accompanying consolidated balance sheets of iGATE Corporation as of December 31, 2013 and 2012 and the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2013. These financial statements are the responsibility of iGATE Corporation’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of iGATE Corporation at December 31, 2013 and 2012 and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), iGATE Corporation’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework) and our report dated February 12, 2014 expressed an unqualified opinion thereon.
/s/ Ernst & Young Associates LLP
Gurgaon, India
February 12, 2014
iGATE CORPORATION
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share and per share data)
See accompanying notes.
iGATE CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share data)
See accompanying notes.
iGATE CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Amounts in thousands)
See accompanying notes.
iGATE CORPORATION
CONSOLIDATED STATEMENTS OF EQUITY
(Amounts in thousands, except per share data)
See accompanying notes.
iGATE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
See accompanying notes.
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
1. Company Overview and Summary of Significant Accounting Policies
1.1 Company Overview
iGATE Corporation (“iGATE” or the “Company”) is one of the leading providers of Information Technology (“IT”) and IT-enabled operations, offshore outsourcing solutions services to large and medium-size organizations. iGATE provides end-to-end business solutions that leverage technology, thus enabling its clients to enhance their business performance.
1.2 Basis of Preparation of Financial Statements and Principles of Consolidation
The accompanying financial data has been prepared by the Company in accordance with U.S. generally accepted accounting principles (“GAAP”).
The accompanying financial statements have been prepared on a consolidated basis and reflect the financial statements of iGATE and all of its subsidiaries that are more than 50% owned or controlled. When the Company does not have a controlling interest in an entity, but exerts a significant influence on the entity, the Company applies the equity method of accounting and are initially recorded at cost. All inter-company transactions and balances are eliminated in consolidation.
1.3 Use of estimates
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant items subject to such estimates and assumptions include the useful lives of property and equipment, carrying amount of property and equipment, intangibles and goodwill, valuation allowance for receivables and deferred tax assets, valuation of derivative instruments, valuation of stock based compensation, assets and obligations related to employee benefits, income tax uncertainties and other contingencies and commitments. Management believes that the estimates used in the preparation of the consolidated financial statements are prudent and reasonable. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates. Appropriate changes in estimates are made as management become aware of changes in circumstances surrounding the estimates. Changes in estimates are reflected in the financial statements in the period in which changes are made and, if material, their effects are disclosed in the notes to the consolidated financial statements.
1.4 Revenue Recognition
The Company derives its revenues primarily from IT services and to a lesser extent from Business process outsourcing (“BPO”) services. Revenue is recognized when there is persuasive evidence of a contractual arrangement with customers, services have been rendered, the fee is fixed or determinable and collectability is reasonably assured. The Company has concluded that it has persuasive evidence of an arrangement when it enters into an agreement with its clients with terms and conditions which describe the services and the related payments are legally enforceable. When the terms of the agreement specify service level parameters that must be met, the Company monitors such service level parameters and determines if there are any service credits or penalties which need to be accounted for. Revenue is recognized net of any service credits that are due to a client and net of applicable taxes and includes reimbursements of out-of-pocket expenses, with the corresponding cost for out-of-pocket expenses included in cost of revenue.
The services are provided either on a fixed price, fixed time frame, time and material basis or based on transaction price. Revenue with respect to time-and-material contracts is recognized as the related services are
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
performed. Time-and-material contracts typically bill at an agreed upon hourly or daily rate. The Company’s fixed time frame contracts include application maintenance and support services, on which revenue is recognized ratably over the term of maintenance.
Revenue related to fixed-price contracts that provide for highly complex IT application development services are recognized as the services are performed using the percentage of completion method with input (cost to cost) method while contracts that do not provide for highly complex IT development services are recognized as the services are performed using proportional performance basis with input (efforts expended) method. The Company considers the input method to be the best available measure of progress on these contracts as there is a direct relationship between input and the services delivered. Revenues from transaction-priced contracts are recognized based on rendering of the services as per the terms of the contract.
Costs are recorded as incurred over the contract period. Provisions for estimated losses, if any, on uncompleted contracts are recorded in the period in which such losses become probable based on the current contract estimates.
The Company grants volume discounts to certain customers, which are computed based on a pre-determined percentage of the total revenues from those customers during a specified period, as per the terms of the contract. These discounts are recorded on estimated cumulative level of revenues in the specified period. The Company also provides cash discounts to certain customers, which are computed based on a pre-determined percentage of the receivables depending on the payment schedule. The Company reports revenues net of discounts offered to customers.
Unbilled revenue represents revenue recognized in excess of amounts billed. These amounts are to be billed in subsequent periods as per the terms specified in the agreement. Billing done during the reporting period in excess of revenue recognized or billing done in advance is recorded as deferred revenue until the revenue recognition criteria is met.
Direct and incremental contract origination and set up costs incurred in connection with support/maintenance service arrangements are charged to expense as incurred. Further, revenue attributable to set up activities is deferred and recognized systematically over the periods that the related fees are earned, as services performed related to such activities do not result in the culmination of a separate earnings process.
Warranty costs on sale of services are accrued based on management’s estimates and historical data at the time related revenues are recorded.
1.5 Cash and cash equivalents
The Company classifies all highly liquid investments, including fixed term deposits, with original maturity at the date of purchase of three months or less and that are readily convertible to known amounts of cash to be cash equivalents.
1.6 Investments
Management determines the appropriate classification of investment securities at the time of purchase and re-evaluates such designation at each balance sheet date. The investment securities are classified as available-for-sale (short-term investments) and consists of units of liquid and fixed maturity mutual funds and other investments. Other investment primarily consists of fixed deposits with banks, with original maturity at the date of purchase of more than three months and certificate of deposit with banks, which are carried at fair value.
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
The Company accounts for its investments in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 320, “Accounting for Certain Investments in Debt and Equity Securities”. These investments are considered available for sale and are recorded at fair value, with the unrealized gains or losses, net of tax, reported as a component of accumulated other comprehensive income (loss) in the consolidated statement of equity. The unrealized gain or loss is the difference between the Company’s original cost for an investment and the investment’s fair value at each reporting period. The fair values represent either the quoted market prices for the investments at balance sheet date where available or Net Asset Value (“NAV”) as stated by the issuers of these mutual fund units in the published statements. NAVs represent the price at which the issuer will issue further units in the mutual fund and the price at which the issuer will redeem such units from the investors.
Accordingly, such NAV are analogous to fair market value with respect to these investments as transactions of these mutual funds are carried out at such prices between investors and the issuers of these units of mutual funds. Fair value of investments in certificate of deposits, classified as available for sale, is determined using observable market inputs.
The Company’s investments consist primarily of investment in debt linked mutual funds, fixed deposits and certificates of deposit. Fair value of debt linked mutual funds are based on prices as stated by the issuers of mutual funds and are classified as Level 1 or 2 after considering whether the fair value is readily determinable. Fair value of fixed deposits with banks are based on the maturity amount stated by the bank and are classified as Level 1. Fair value of investments in certificate of deposits, classified as available for sale, is determined using observable market inputs and are classified as Level 2.
Realized gains and losses, and decline in value judged to be other than temporary on available-for-sale securities are included in the consolidated statements of income. The cost of securities sold or disposed is determined on First in First out (“FIFO”) method.
1.7 Accounts Receivable
The Company extends credit to clients based upon management’s assessment of their creditworthiness. Accounts receivable are recorded at the invoiced amount and do not bear interest.
1.8 Allowance for Uncollectible Accounts
Accounts receivable are reviewed periodically to determine the probability of loss. The allowance for uncollectible accounts or doubtful debts is determined using specific identification method for balances deemed uncollectible. Accounts receivable balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
1.9 Property and equipment
Property and equipment are stated at cost. The Company provides for depreciation using the straight-line method over the estimated useful lives. Upon disposal, assets and related accumulated depreciation are removed from the Company’s accounts and the resulting gains and losses are reflected in other income, net in the Consolidated Statements of Income. Improvement and betterments that extend the useful life of an asset are capitalized and depreciated over the remaining useful life of the related asset.
Leased capital assets are recorded at the lower of the fair value of the leased property or the present value of the minimum lease payments during the lease term and depreciated over their useful life or the lease term
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
whichever is shorter. The depreciation on the same is disclosed as part of the accumulated depreciation on property and equipment.
The estimated useful lives of assets are as follows:
Building
25 - 40 years
Computer equipment
3 years
Furniture and fixtures
5 years
Vehicles
5 years
Leasehold improvements
Shorter of the life of the improvement or lease term ranging from 3 to 10 years
Leased capital assets
Shorter of the life of the leased asset or lease term
Advances paid towards the acquisition of property and equipment and the cost of property and equipment not put to use before the balance sheet date are disclosed under the caption capital work-in-progress in Note 10.
Property and equipment are reviewed for impairment if indicators of impairment arise. There were no impairment charges related to property and equipment recognized during the years ended December 31, 2013, 2012 and 2011.
Software that has been purchased is included in property and equipment and is amortized using the straight-line method over one to five years.
1.10 Accounting for leases
The Company leases its delivery centers and office facilities under operating lease agreements that are renewable on a periodic basis at the option of the lessor and the lessee. The lease agreements contain rent free periods and rent escalation clauses. Lease payments under operating leases are recognized as an expense on a straight-line basis over the lease term.
The Company procures certain networking components, office equipment and vehicles under financing lease arrangements. The lease classification and accounting of the finance lease is accounted for in accordance with FASB ASC Topic 840 “Accounting for Leases”. The lower of the fair value of the leased property or the present value of the minimum lease payment is capitalized as an asset with a corresponding liability and is depreciated on a straight-line basis over the lease term or the estimated useful life of the asset whichever is shorter.
1.11 Goodwill and intangible assets
The Company accounts for its business combinations under the acquisition method of accounting. Intangible assets acquired in a business combination are recognized and reported separately from goodwill. Goodwill represents the cost of the acquired businesses in excess of the fair value of identifiable tangible and intangible net assets purchased. The Company reviews goodwill for impairment annually and whenever events or changes in circumstances such as decline in operating results, business plans and future cash flows indicate its carrying value may not be recoverable.
The provisions of ASC 350 requires that recoverability of goodwill be evaluated using a two-step process. Under the first step, the estimated fair value of the reporting unit in which the goodwill resides is compared with
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
its carrying value of the assets and liabilities (including goodwill). If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed. If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the step two of the impairment test (measurement) is performed. Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation, in a business combination. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill.
The fair values used in this evaluation are estimated based upon the market capitalization adjusted for a control premium. The Company performs its annual impairment review of goodwill on November 30, and when a triggering event occurs between annual impairment tests. Based on the results of its annual impairment tests, the Company determined that no impairment of goodwill existed for the years ended December 31, 2013, 2012 and 2011.
Intangible assets are initially valued at fair market value using generally accepted valuation methods appropriate for the type of intangible asset. Intangible assets with definite lives are amortized over the estimated useful lives and are reviewed for impairment, if indicators of impairment arise such as termination of contracts with customers, restructuring actions or plans or downward revisions to forecasts. The evaluation of impairment is based upon a comparison of the carrying amount of the intangible asset to the estimated future undiscounted net cash flows expected to be generated by the asset. If estimated future undiscounted cash flows are less than the carrying amount of the asset, the asset is considered impaired. The impairment expense is determined by comparing the estimated fair value of the intangible asset to its carrying value, with any shortfall from fair value recognized as an expense in the current period. The estimated fair value is computed based on the forecasted future revenue and cash flows from the customer contracts.
As of December 31, 2013, the definite lived intangible assets predominantly comprises customer relationship and balance relates to intellectual property rights. The estimated useful life of customer relationship and intellectual property rights is 15 years and 0.5 year to 6 years, respectively. Customer relationship and intellectual property rights are amortized over their respective individual estimated useful lives in proportion to the economic benefits consumed in each period (i.e. based on ratio of the undiscounted cash flows for a period to the total estimated undiscounted cash flows). The estimated useful life of an identifiable intangible asset is based on a number of factors including the effects of obsolescence, demand, competition and other economic factors (such as the stability of the industry, and known technological advances) and the level of maintenance expenditures required to obtain the expected future cash flows from the asset.
1.12 Foreign currency
The consolidated financial statements are reported in U.S. Dollars, which is the Company’s functional currency. As per ASC 830, the Company determines the functional currency of all its foreign entities. Accordingly, for those foreign entities where the functional currency is the home currency and is non U.S. Dollar, the translation of the functional currencies of such entities into U.S. Dollars is performed for balance sheet accounts using the exchange rates in effect as of the balance sheet date and for revenues and expense accounts using the exchange rate prevailing as of the date of the transaction. The gains or losses resulting from such translation are reported under accumulated other comprehensive income (loss) as a separate component of equity.
For those foreign entities where the functional currency is not the home currency and is non U.S. Dollar, translation gains and losses are recorded in net earnings.
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
Monetary assets and liabilities of all the entities denominated in currencies other than the entity’s functional currency are translated into the respective functional currency at the rates of exchange prevailing at the balance sheet date and gains or losses are recorded in the income statement.
1.13 Earnings per share
The Company computes earnings per share in accordance with FASB ASC Topic 260 “Earnings per Share” and FASB ASC Topic 260-10-45 “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities”. Basic earnings per share for different classes of stock (common stock, unvested restricted stock and Series B Preferred Stock) is calculated by dividing net income available to each class by the weighted average number of shares outstanding for each class. Diluted earnings per share is computed using the weighted average number of common stock, unvested restricted stock plus the potentially dilutive effect of common stock and Series B Preferred Stock equivalents.
1.14 Income taxes
Income taxes are accounted for using the liability method as described in FASB ASC Topic 740-10, “Accounting for Income Taxes”. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of changes in tax rates on deferred tax assets and liabilities is recognized as income or expense in the period that includes the enactment date. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefits of which future realization is not more-likely-than-not. Changes in valuation allowance from period to period are reflected in the income statement of the period of change. Tax benefits of deductions earned on the exercise of employee stock options in the U.S. tax jurisdiction in excess of compensation charged to earnings are credited to additional paid in capital.
FASB ASC Topic 740, “Accounting for Income Taxes”, on the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements, prescribes a recognition threshold of more-likely-than-not to be sustained upon examination. Recognized income tax positions are measured at the largest amount that has a greater than 50% likelihood of being realized. Changes in recognition or measurement are reflected in the period in which a change in judgment occurs. Interest related to uncertain tax positions are disclosed within the interest expense line in the consolidated statements of income.
1.15 Derivative instruments and hedging activities
The Company enters into foreign currency forward and option contracts (“foreign exchange derivative contracts”) to mitigate and manage the risk of changes in foreign exchange rates on inter-company and end customer accounts receivables and forecasted sales and inter-company transactions. The Company hedges anticipated sales transactions that are subject to foreign exchange exposure with foreign exchange derivative contracts that are designated effective and that qualify as cash flow hedges under ASC Topic 815, “Derivatives and Hedging” (ASC No. 815).
As part of its hedge strategy, the Company also enters into foreign exchange derivative contracts which are replaced with successive new contracts up to the period in which the forecasted transaction is expected to occur i.e. (roll-over hedges). In case of rollover hedges, the hedge effectiveness is assessed based on changes in fair value to the extent of changes in spot prices and recorded in accumulated other comprehensive income (loss)
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
until the hedged transactions occur and upon such occurrence gain or loss is reclassified to earnings in the consolidated statements of income. Accordingly, the changes in the fair value of the contract related to the changes in the difference between the spot price and the forward price (i.e. forward premium/discount) are excluded from assessment of hedge effectiveness and are recognized in consolidated statements of income and are included in foreign exchange gain (loss).
In respect of foreign exchange derivative contracts which hedge the foreign currency risk associated with both the anticipated sales transaction and the collection thereof (dual purpose hedges), the hedge effectiveness is assessed based on overall changes in fair value with the effective portion of gains or losses included in accumulated other comprehensive income (loss). The effective portion of gain or loss attributable to forecasted sales are reclassified from accumulated other comprehensive income (loss) and recognized in consolidated statements of income when the sales transaction occurs. Post the date of sales transaction, the Company reclassifies an amount from accumulated other comprehensive income (loss) to earnings to offset foreign currency translation gain (loss) recorded for the respective receivable during the period. In addition, the Company determines the amount of cost to be ascribed to each period of the hedging relationship based on the functional currency interest rate implicit in the hedging relationship and recognizes this cost by reclassifying it from accumulated other comprehensive income (loss) to consolidated statements of income for recognized receivables based on the pro rata method.
Changes in the fair value of cash flow hedges deemed ineffective are recognized in the consolidated statement of income and are included in foreign exchange gain (loss). The Company also uses foreign exchange derivatives contracts not designated as hedging instruments under ASC No. 815 to hedge intercompany and end customer accounts receivables and other monetary assets denominated in currencies other than the functional currency. Changes in the fair value of these foreign exchange derivative contracts are recognized in the consolidated statements of income and are included in foreign exchange gain (loss).
In respect of foreign exchange derivative contracts designated as hedges, the Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Company evaluates hedge effectiveness at the time a contract is entered into as well as on an ongoing basis. If during this time, a contract is deemed ineffective, the change in the fair value is recorded in the consolidated statements of income and is included in foreign exchange gain (loss). In situations in which hedge accounting is discontinued and the foreign exchange derivative contract remains outstanding, the net derivative gain or loss continue to be reported in accumulated other comprehensive income unless it is probable that the forecasted transaction will not occur by the end of the originally specified time period (as documented at the inception of the hedging relationship) or within an additional two-month period of time thereafter.
1.16 Stock-based compensation
FASB ASC Topic 718-10-25 “Accounting for Stock-Based Compensation” requires compensation costs related to stock-based transactions, including employee share options, to be recognized in the financial statements based on its fair value. The Company recognizes compensation expense for stock options net of estimated forfeitures which are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Stock-based compensation recognized in the consolidated statement of income is based on grants ultimately expected to vest. The Company also issues performance based restricted awards to certain employees which will vest based on the terms of the agreement and the cost is recognized if it is probable that the specified performance goals will be attained.
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
The Company has elected to use the Black-Scholes-Merton pricing model to determine the fair value of stock options on the date of grant which is recorded as an expense on a straight-line basis over the vesting term.
1.17 Employee benefits
Defined Contribution Plans
Eligible employees of the Company in India receive benefits from the Provident Fund, administered by the Government of India, which is a defined contribution plan. Both the employees and the Company make monthly contributions to the Provident Fund equal to a specified percentage of the eligible employees’ salary.
Eligible employees of the Company in the United States may elect to participate in an employee retirement savings plan maintained pursuant to Section 401(k) of the United States Internal Revenue Code of 1986, as amended, (the “401(k) Plan”). The 401(k) Plan allows for employees to defer a portion of their annual earnings on a pre-tax basis through voluntary contributions to the 401(k) Plan. The Company may make discretionary matching contributions under the 401(k) Plan, but the Company is not currently making any such matching contributions.
The Company has no further funding obligation under defined contribution plans beyond the contributions elected or required to be made under these plans. Contributions are charged to income in the year in which they are incurred and are included in the consolidated statements of income.
Defined Benefit Plans
Employees in India are entitled to benefits under the Gratuity Act, a defined benefit retirement plan covering eligible employees. The plan provides for a lump-sum payment to eligible employees at retirement, death, incapacitation or on termination of employment, subject to a specified period of service based on the respective employee’s salary and tenure of service. In India, contributions are made to a fund administered by the Company through a trust set up for that purpose to fund the gratuity liability of its Indian subsidiaries. The Company also contributes to a fund administered and managed by the ICICI Prudential Life Insurance Company Limited and Reliance Life Insurance Company Limited (the “Fund Administrators”). The obligation to pay gratuity remains with the Company, although the Fund Administrator administer the scheme.
Current service costs for defined benefit plans are accrued in the period to which they relate. The liability in respect of defined benefit plans is calculated annually by a qualified actuary using the projected unit credit method. The Company recognizes the net funded position of its plans as an asset or liability in the consolidated balance sheets. In measuring the defined benefit obligations, the Company uses discount rates based on yields of high quality fixed income instruments (i.e. yields on high quality corporate bonds) prevailing as at the balance sheet date for the corresponding tenure of the obligations.
1.18 Fair value of financial instruments and concentration of credit risk
The carrying amounts reported in the balance sheets for cash and cash equivalents, short-term investments, accounts and unbilled receivables, other current assets, line of credit, accounts payable, accrued expenses and other current liabilities is at fair value due to the short-term maturity of these items and the variable interest rate on its line of credit borrowings.
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, accounts and unbilled receivables and foreign exchange derivative contracts. By their nature, all such instruments involve risks including credit risks of non-performance by counterparties.
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
A substantial portion of the Company’s cash and cash equivalents are invested with nationally recognized banks located in the United States, Canada, Europe and India. A portion of the funds are also invested in fixed deposits with nationally recognized banks and mutual funds in India. Accounts and unbilled receivables are unsecured and are derived from revenue earned from customers in industries based primarily in the United States, Canada and Europe. The Company monitors the credit worthiness of its customers to whom it grants credit terms in the normal course of its business and of counterparties when it enters into foreign exchange derivative contracts. Management believes there is no significant risk of loss in the event of non-performance of the counterparties to these financial instruments, other than the amounts already provided for in the consolidated financial statements.
1.19 Commitments and contingencies
Liabilities for loss contingencies arising from claims, tax assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. Legal costs incurred in connection with the same are expensed as incurred.
1.20 Advertising cost
Advertising costs incurred during the year have been expensed. The total amount of advertising costs expensed was $7.1 million, $6.1 million and $1.3 million for the years ended December 31, 2013, 2012 and 2011, respectively.
1.21 Recently Issued Accounting Pronouncements
In July 2013, the FASB issued an ASU No. 2013-11 - “Income Taxes - Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry forward, a Similar Tax Loss, or a Tax Credit Carry forwards Exists” which provides that a liability related to an unrecognized tax benefit would be offset against a deferred tax asset for a net operating loss carry-forward, a similar tax loss or a tax credit carry-forward if such settlement is required or expected in the event the uncertain tax position is disallowed, which would require an entity to present the liability associated with an unrecognized tax benefit or a portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for a net operating loss carry-forward, a similar tax loss or a tax credit carry-forward. The ASU also mentions that, to the extent a net operating loss carry-forward, a similar tax loss, or a tax credit carry-forward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The ASU is effective for annual and interim period for fiscal years beginning on or after December 15, 2013. The Company has evaluated this ASU and determined that the adoption of this ASU is expected to have presentation impact only on the consolidated financial statements.
1.22 Recently Adopted Accounting Pronouncements
In December 2011, the FASB issued an ASU No. 2011-11 - “Disclosure about Offsetting Assets and Liabilities”, which was further amended as ASU No. 2013-01 - “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities”, which further clarified the scope of the offsetting disclosures. The ASU requires entities to disclose both gross information and net information about both instruments and transactions
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. The scope would include derivatives, sale and repurchase agreements and reverse sale and repurchase agreements, and securities borrowing and securities lending arrangements. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of GAAP and those entities that prepare their financial statements on the basis of IFRS. In addition, the standard requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements. The ASU is effective for annual and interim period for fiscal years beginning on or after January 1, 2013. Although the Company’s foreign exchange derivative contracts are subject to master netting arrangement, the Company’s management has adopted gross presentation of financial assets and liabilities on the face of the financial statements, hence other than the additional disclosure requirements, the adoption of these changes have no impact on the Consolidated Financial Statements.
In February 2013, the FASB issued an ASU No. 2013-02 - “Comprehensive Income - Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”, which requires entities to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under GAAP to be reclassified in its entirety to net income. For other amounts that are not required under GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under GAAP that provide additional detail about those amounts. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is reclassified to a balance sheet account instead of directly to income or expense in the same reporting period. The ASU is effective for annual and interim period for fiscal years beginning on or after December 15, 2012. In 2013, the Company has opted to present tables summarizing reclassifications out of accumulated other comprehensive income and balances of accumulated other comprehensive income, by component.
2. Business combination and Non-controlling Interest
On May 12, 2011, the Company, through its 100% owned subsidiaries, Pan-Asia Global Solutions (“Pan-Asia”) and iGATE Global Solutions Limited (“iGATE Global”), completed the acquisition of majority of the outstanding share capital of iGATE Computer Systems Limited (“iGATE Computer”), formerly known as Patni Computer Systems Limited, (the “iGATE Computer Acquisition”) which was valued at $1.24 billion and was accounted in accordance with Accounting Standards Codification (“ASC”) No. 805, “Business Combination”. During 2013, as part of integration process, the Company acquired the majority of the balance shares and merged iGATE Computer with iGATE Global Solutions Limited (“iGATE Global”), on approval of the High Court of Judicature at Mumbai on May 10, 2013 with an effective date being May 27, 2013, which was after the close of iGATE Computer’s Exit Offer (an offer made to the shareholders of iGATE Computer to tender their shares to the Promoters at any time from May 28, 2012 until May 27, 2013).
The following table summarizes the supplemental pro forma results of operations of the Company for the year ended December 31, 2011 (in thousands).
Non-controlling Interest
Subsequent to the expiry of the exit offer period, the Company has no obligation to redeem the shares and accordingly the remaining redeemable non-controlling interest has been reclassified to permanent equity. As of
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
December 31, 2013, the Company recorded non-controlling interest amounting to $4.9 million (including $0.2 million of net income and $1.9 million of accumulated other comprehensive loss attributable to non-controlling interest for the reporting period) relating to 0.2 million shares of iGATE Global.
3. Series B Preferred Stock
On January 10, 2011, the Company entered into a securities purchase agreement with an entity to raise equity financing to pay a portion of the cash consideration for the iGATE Computer Acquisition. Under the securities purchase agreement, the Company agreed to sell, in a private placement, up to 480,000 shares of newly designated 8.00% Series B Convertible Participating Preferred Stock, no par value per share (the “Series B Preferred Stock”), for an aggregate purchase price of up to $480 million. On February 1, 2011 and May 9, 2011, the Company issued 210,000 shares and 120,000 shares, respectively, of the Series B Preferred Stock for a consideration of $330 million.
Significant economic terms of the Series B Preferred Stock include:
•
accrues cumulative dividends at a rate of 8.00% per annum, which dividends will be added to the liquidation preference of the Series B Preferred Stock and compounded quarterly;
•
is entitled to participate in dividends and other distributions payable on the Company’s common stock on an as-converted basis;
•
provides for a holder option to convert the outstanding principal plus accrued and unpaid dividends into the Company’s common stock at any time and from time to time at an initial conversion price of $20.30 per share (which conversion price is subject to adjustment in certain circumstances such as the Company’s sale or issuance of shares of Common Stock is for a price per share less than the current market price of its Common Stock on the date of sale or issue (other than issuances under the stock option or stock ownership plans), subdivision or combination of the Company’s Common Stock (e.g. by stock split or stock dividend), wherein the conversion price in effect will be proportionately reduced or increased on or after such effective or record date and merger, reorganization, consolidation or sale of substantially all of the assets); is subject to a Company option to convert the Series B Preferred Stock into common stock of the Company after 18 months from the applicable closing date if, among other things, the volume weighted average price of the Company’s common stock exceeds 205% of the then applicable conversion price for a specified period of time;
•
is redeemable for cash at an amount equal to the outstanding principal plus accrued and unpaid dividends upon the exercise of the holder’s put right at six years from the last occurring closing date;
•
provides that, if the Series B Preferred Stock is not sooner converted, such preferred stock is subject to a mandatory conversion into shares of the Company’s common stock on the date that is six years from the applicable closing date (subject to extension in limited circumstances) unless the holder exercises the put right described in the immediately preceding bullet point; and
•
provides the holder the right to receive, prior to any payment in respect of any junior equity securities, the greater of the outstanding principal plus accrued and unpaid dividends and the as-converted value upon liquidation of the Company or upon certain changes of control.
The Company incurred issuance costs amounting to $3.4 million which have been netted against the proceeds received from the issuance of Series B Preferred Stock. The Series B Preferred Stock is being accreted over a period of six years. The amount accreted totaled $0.5 million, $0.4 million and $0.3 million during the years ended December 31, 2013, 2012 and 2011, respectively. The remaining unamortized balance of issuance costs was $2.2 million and $2.7 million at December 31, 2013 and 2012, respectively.
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
The Company is accruing for cumulative dividends at a rate of 8.00% per annum, compounded quarterly. The amount of such dividends accrued was $31.4 million, $29.0 million and $22.1 million during the years ended December 31, 2013, 2012 and 2011, respectively.
As of December 31, 2013 and 2012, the shares of Series B Preferred Stock are potentially convertible into 20.3 million and 18.8 million shares of common stock, respectively.
4. Borrowings
Line of Credit
On February 21, 2011, the Company entered into an arrangement with a bank for availing an unsecured revolving working credit facility of $70.0 million at an annual interest rate of LIBOR plus 195 basis points. The interest rate was initially renewed on an annual basis and is now renewed periodically. This facility was renewed and the interest rate was changed to LIBOR plus 115 basis points with effect from March 25, 2013. As of December 31, 2013, the Company had unused facility of $18 million under this line of credit.
On May 10, 2011, the Company entered into a credit agreement with a bank for revolving credit commitments in an aggregate principal U.S. Dollar equivalent of $50.0 million, maturing on May 10, 2016. The proceeds are to be used for working capital and other general corporate purposes. This facility carries an interest rate of LIBOR plus 280 basis points. As of December 31, 2013, the Company had unused facility of $50.0 million under this revolving credit arrangement.
Term Loans
On April 3, 2012, Pan-Asia entered into an agreement for a secured term loan facility with a bank, in an aggregate principal U.S. Dollar equivalent of $265 million maturing on June 8, 2014. The borrowings under this facility carried an interest rate of LIBOR plus an applicable interest rate ranging from 280 basis points to 320 basis points and contained customary representations and warranties, events of default, affirmative and negative covenants. This facility was guaranteed by the Company and several of its 100% owned subsidiaries and was undertaken to finance Pan-Asia’s purchase of the remaining publicly traded equity shares of iGATE Computer. During the second quarter of 2013, the Company repaid the term loan and cancelled the bank guarantee. As of December 31, 2013, the Company has no outstanding amount under this term loan facility and accordingly expensed all unamortized debt issue costs.
On August 29, 2012, iTI, borrowed $70 million from a bank to finance the purchase of iAI. The loan matures on February 28, 2014, is repayable over a period of 18 months and carried an interest rate of LIBOR plus 340 basis points payable at the end of each month. During the fourth quarter of 2013, the Company repaid the term loan and has no outstanding amount under this term loan facility and accordingly expensed all unamortized debt issue costs.
On November 22, 2013, Pan-Asia entered into a credit arrangement for a secured term loan facility with a consortium of banks, in an aggregate principal $360 million, which was availed in two tranches, comprising of $270 million maturing 60 months from the utilization date of November 25, 2013, carrying an interest rate of LIBOR plus 325 basis points and $90 million maturing 9 months from the utilization date of November 25, 2013, carrying an interest of LIBOR plus 200 basis points. This facility was undertaken to pay down a portion of Senior Notes in May 2014. iTI, the immediate parent company of Pan-Asia, pledged 65% of its equity investment amounting to $298.1 million in Pan-Asia. The loan documents contain customary representations and warranties, events of default, affirmative, negative covenants and financial covenants and the loan was guaranteed by the
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
Company and several of its 100% owned subsidiaries. The facility also has a claw back provision to return the funds on demand, in the event of non utilization of the funds by June 30, 2014, to pay down a portion of Senior Notes. As of December 31, 2013, the Company was in compliance with all covenants associated with the aforementioned borrowings.
5. Senior Notes
On April 29, 2011, the Company sold $770 million of 9.0% Senior Notes due May 1, 2016 (the “Notes”) through a private placement. On December 13, 2011, the Company issued a prospectus pursuant to a Registration Rights Agreement which granted the initial purchasers and any subsequent holders of the Senior Notes certain exchange and registration rights. The exchange offer was completed and, as of February 14, 2012, all the Senior Notes were tendered by the Note holders. These Senior Notes are now tradeable. The interest is payable semiannually in cash in arrears on May 1 and November 1 of each year, beginning on November 1, 2011. The Senior Notes are senior unsecured obligations of the Company, guaranteed by the Company’s domestic 100% owned subsidiaries, as identified in Note 23, with exceptions considered customary for such guarantees under which a subsidiary’s guarantee would terminate.
The terms of the Indenture governing the Senior Notes, among other things, limits the ability of the Company and its restricted subsidiaries to (i) incur additional indebtedness or issue certain preferred stock; (ii) pay dividends on, or make distributions in respect of, their capital stock or repurchase their capital stock; (iii) make certain investments or other restricted payments; (iv) sell certain assets; (v) create liens or use assets as security in other transactions; (vi) merge, consolidate or transfer or dispose of substantially all of their assets; and (vii) engage in certain transactions with affiliates. These covenants are subject to a number of important limitations and exceptions that are described in the Indenture. The Indenture also contains certain financial covenants relating to Consolidated Priority Debt Leverage Ratio and a Fixed Charge Coverage Ratio that the Company is required to comply with, when any of the above events occur. As of December 31, 2013, the Company is in compliance with the above mentioned ratios.At any time prior to May 1, 2014, the Company may redeem the Senior Notes in whole or in part, at its option, at a redemption price equal to 109% of the principal amount of such Senior Notes and accrued and unpaid interest, if any, to the redemption date. At any time and from time to time on or after May 1, 2014, the Company may redeem the Senior Notes, in whole or in part, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest to the redemption date:
Upon the occurrence of a change of control triggering event specified in the Indenture, the Company must offer to purchase the Senior Notes at a redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase.
On November 22, 2013, Pan-Asia, a 100% owned subsidiary of the Company, entered into a credit agreement with a consortium of banks for a total commitment amount of $360 million to refinance a portion of the Company’s Senior Notes. Accordingly, the Company re-classified $360 million of its obligation towards the Senior Notes to current liabilities and the cash to restricted cash as the Company required under the credit agreement to use the proceeds of the loan to settle a portion of the Senior Notes in May 2014. As of December 31, 2013, the amortizable debt issuance cost was $17.6 million, of which $12.0 million is accounted for as prepaid expenses and other current assets and the remaining amount of $5.6 million as deposits and other
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
assets. These costs are being amortized to interest expense over the balance period of approximately two and half years using the effective interest method. The amount amortized was $6.4 million, $5.8 million and $3.7 million for the years ended December 31, 2013, 2012 and 2011, respectively. Interest expense (including amortized debt issue costs) for the years ended December 31, 2013, 2012 and 2011 was $75.7 million, $75.1 million and $50.3 million, respectively.
6. Investments
Short term investments are comprised of the following (in thousands):
Contractual maturities of short-term and other investments in available for sale securities as of December 31, 2013 was as follows (in thousands):
Dividends from available for sale securities, gross realized gains, losses and proceeds from the sale of available for sale securities are as follows (in thousands):
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
The changes in the unrealized gain, net, on marketable securities carrying value for the years ended December 31, 2013 and 2012 are as follows (in thousands):
7. Allowance for doubtful accounts
The following table provides details of the allowance for doubtful accounts as recorded by the Company (in thousands):
8. Derivative instruments and hedging activities
The following table presents information related to foreign exchange derivative contracts:
OUTSTANDING CASH FLOW HEDGE TRANSACTIONS QUALIFYING FOR HEDGE ACCOUNTING (in thousands)
OUTSTANDING FAIR VALUE HEDGE TRANSACTIONS NOT QUALIFYING FOR HEDGE ACCOUNTING (in thousands)
The foreign exchange derivative contracts mature generally within twelve (12) months.
The Company had entered into foreign exchange forward contracts to hedge the risk of changes in the foreign exchange rates on its foreign currency denominated investments classified as available-for-sale securities which qualified as effective fair value hedges and the hedge effectiveness assessment was done on the basis of
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
spot to spot changes in foreign exchange rates. Accordingly, as per ASC 320 and 815, the changes in the fair value of the available-for-sale security amounted to a realized loss of $6.7 million along with a realized gain of $5.7 million on the above designated foreign exchange forward contract which is recognized as part of foreign exchange gain or loss in the consolidated statements of income.
The effect of derivative instruments on the Consolidated Statements of Income for the year ended December 31, 2013 (in thousands):
The effect of derivative instruments on the Consolidated Statements of Income for the year ended December 31, 2012 (in thousands):
* Includes deferred gain on settled rollover derivatives amounting to $8.4 million for the year ended December 31, 2012.
The effect of derivative instruments on the Consolidated Statements of Income for the year ended December 31, 2011 (in thousands):
Derivatives not designated as hedging instruments (in thousands):
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
These foreign exchange derivative contracts were entered into to hedge the fluctuations in foreign exchange rates for recognized balance sheet items such as inter-company and end customer receivables, and were not originally designated as hedges. Realized gains (losses) and changes in the fair value of these foreign exchange derivative contracts are recorded in foreign exchange gains (losses), net in the audited consolidated statements of income.
Information on the location and amounts of derivative fair values in the Consolidated Balance Sheets (in thousands):
The estimated net amount of existing losses, net of taxes, as of December 31, 2013 that is expected to be reclassified from accumulated other comprehensive income (losses) into earnings within the next 12 months is $0.05 million.
The Company utilizes standard counterparty master agreements containing provisions for netting of certain foreign currency transaction obligations and for set-off of certain obligations in the event of insolvency of one of the parties to the transaction. This provision may reduce the Company’s potential loss resulting from the insolvency of counterparty and would also reduce the counterparty’s potential overall loss resulting from the insolvency of the Company. In the Consolidated Balance Sheets, the Company records the foreign exchange derivative assets and liabilities at gross fair value. The potential effect of netting foreign exchange derivative assets and liabilities under the counterparty master agreement was as follows (in thousands):
The Company mitigates the credit risk of these foreign exchange derivative contracts by transacting with highly rated counterparties in India which are major banks. As of December 31, 2013, the Company has evaluated the credit and non-performance risks associated with the counterparties and believes that the impact of the credit risk associated with the outstanding derivatives was insignificant.
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
9. Prepaid expenses and other current assets
Prepaid expenses and other current assets consist of the following (in thousands):
10. Property and equipment, net
Property and equipment consist of the following (in thousands):
Depreciation expense on property and equipment amounted to $24.7 million, $34.8 million and $30.9 million during the years ended December 31, 2013, 2012 and 2011, respectively, of which amortization on software amounted to $5.3 million, $6.8 million and $5.3 million during the years ended December 31, 2013, 2012 and 2011 respectively. Accumulated depreciation on leased assets amounted to $0.5 million and $0.7 million as of December 31, 2013 and 2012, respectively and accumulated amortization on software amounted to $15.1 million and $11.1 million as of December 31, 2013 and 2012, respectively.
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
11. Goodwill and intangible assets
The changes in the carrying value of goodwill for the years ended December 31, 2013 and 2012 (in thousands):
The changes in the carrying value of intangible assets for the years ended December 31, 2013 and 2012 (in thousands):
As of December 31, 2013, intangible assets are comprised of the following (in thousands):
As of December 31, 2013 and 2012, accumulated amortization expense related to Intellectual property rights amounted to $4.1 million and $2.6 million and customer relationship amounted to $26.7 million and $17.7 million. Intangible assets are amortized over the remaining weighted average period of 12.0 years. Intellectual property rights are amortized over the remaining weighted average period of 3.5 years. Customer relationship is amortized over their remaining useful life of 12.4 years. Amortization expense related to identifiable intangible assets was $10.5 million, $11.6 million and $7.8 million for the years ended December 31, 2013, 2012 and 2011, respectively. Future estimated annual amortization is as follows (in thousands):
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
12. Leases
The Company leases certain networking components, office equipment and vehicles under capital leases which are secured by a lien of the underlying asset. Future minimum rental payments as of December 31, 2013 (in thousands):
The Company conducts its operations using facilities under non-cancellable operating lease agreements that expire at various dates. Future minimum lease payments under these agreements are as follows (in thousands):
Rent expense under cancellable and non-cancellable operating leases was $13.9 million, $12.4 million and $9.6 million for the years ended December 31, 2013, 2012 and 2011, respectively.
13. Deposits and other assets
Deposits and other assets consist of the following (in thousands):
+iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
14. Other accrued liabilities
Other accrued liabilities consist of the following (in thousands):
15. Accumulated other comprehensive loss
The following table summarizes the allocation of total comprehensive income (loss) between iGATE common shareholders and non-controlling interest for the years ended December 31, 2013, 2012 and 2011 (in thousands):
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
The changes in the balances of accumulated other comprehensive income (loss), by component, attributable to iGATE common shareholders, are summarized as follows for the years ended December 31, 2013, 2012 and 2011 (in thousands):
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
The following table summarizes the reclassifications out of accumulated other comprehensive income for the years ended December 31, 2013, 2012 and 2011 (in thousands):
16. Employee benefit plan
Defined Contribution Plan
The Company’s contribution to Provident Fund for the years ended December 31, 2013, 2012 and 2011 was $8.3 million, $8.4 million and $6.3 million, respectively.
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
Defined Benefit Plan
The Company provides for gratuity, a defined benefit retirement plan covering eligible employees in India. Liabilities with regard to the plan are determined by actuarial valuation. The following table sets forth the net periodic cost recognized in respect of such plans (in thousands):
Change in benefit obligation (in thousands):
Change in fair value of plan assets (in thousands):
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
Funded status (in thousands):
The weighted average assumptions used in accounting for the Gratuity Plan for the years ended December 31, 2013, 2012 and 2011 are presented below:
iGATE Computer’s (currently merged with iGATE Global), weighted average assumption used in accounting for the Gratuity Plan for the years ended December 31, 2012 and 2011 were as follows:
The Company evaluates these assumptions annually based on its long-term plans of growth and prevalent industry standards. The estimates of future salary increases, considered in the actuarial valuation, takes account of historical compensation increases, inflation rate, seniority, promotions and other relevant factors such as supply and demand factors in the employment market. The discount rate is based on the corporate bond rates in India. The expected rate of return on the plan assets has been determined considering the plan asset allocation, historical rates of return earned on such plan assets and current market trends. Plan assets are primarily invested in long-term fixed income securities and to a lesser extent in money market funds.
Unrecognized actuarial gains and losses are immediately recognized in accumulated other comprehensive income and subsequently, accumulated gains and losses over and above the 10% corridor are recognized, systematically over the expected working lives of the employees, as an income or expense component of net periodic benefit cost.
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
The following benefit payments reflect expected future service, as appropriate, which are expected to be paid during the years shown (in thousands):
Investment strategy - The objective is to ensure that the defined benefit plan assets will be sufficient to fund the defined benefit obligations in the long-term and to meet the current defined benefit obligations while simultaneously managing the risk. The plan assets are invested in debt funds.
Risk Management - The Company mitigates the return risk or interest rate risk by allocating the plan assets in various fixed income securities which has low or moderate risk. The plan assets are managed through professionally qualified investment managers.
Fair value - ASC 820 “Fair value measurements”, establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:
Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 - Includes other inputs that are directly or indirectly observable in the marketplace.
Level 3 - Unobservable inputs which are supported by little or no market activity.
In accordance with ASC 820, the Company measures plan asset investments at fair value and is classified within Level 1. This is because the investments are in debt instruments involving fixed income securities and money market instruments that are principally valued using quoted market prices.
The contribution towards accumulated benefit obligation that is likely to be made in the next twelve months is $2.5 million. As of December 31, 2013, the pretax amounts in accumulated other comprehensive loss not yet recognized as a component of net periodic plan costs consists of actuarial gain of $1.5 million. The estimated actuarial gain that will be amortized from other comprehensive loss in net periodic plan cost in the next 12 months is $0.2 million.
Director pension benefit
One of the former founder directors of iGATE Computer (currently merged with iGATE Global), is entitled to receive pension benefits upon retirement or on termination from employment at the rate of 50% of his last drawn monthly salary. The payment of pension will start when he reaches the age of 65. The Company has invested in a plan with Life insurance Corporation of India which will mature at the time this founder director reaches the age of 65. Since the Company is obligated to fund the shortfall, if any, between the annuity payable and the value of the plan asset, the pension liability is actuarially valued at each balance sheet date.
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
With regard to the founder director’s pension plan, the following table sets forth the plan’s net periodic pension cost components (in thousands):
With regard to former founder director’s pension plan, the following tables set forth the plan’s funded status and amounts recognized in the Company’s consolidated balance sheet (in thousands):
Change in benefit obligation (in thousands):
Change in fair value of plan assets (in thousands):
Funded status (in thousands):
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
Key weighted average assumptions used to determine benefit obligation for the former founder director’s pension plan were as follows:
The Plan asset is invested with Life Insurance Corporation of India which in turn has invested the funds in Government Security funds and is classified as Level 2.
The expected benefit payments for next ten years are as follows (in thousands):
As of December 31, 2013, the pretax amounts in accumulated other comprehensive loss, not yet recognized as a component of net periodic pension costs consists of actuarial gain of $0.14 million. The estimated actuarial gain that will be amortized from other comprehensive loss in net periodic pension cost in next 12 months is $0.0 million.
17. Stock-based Compensation
Stock-based compensation cost in cost of revenues for the years ended December 31, 2013, 2012 and 2011 was $6.4 million, $4.1 million and $2.3 million, respectively. Stock-based compensation cost included within selling, general and administrative expenses for the years ended December 31, 2013, 2012 and 2011 was $8.4 million, $8.2 million and $8.4 million, respectively. The Company has recognized total tax benefit associated with its stock-based compensation arrangements for the years ended December 31, 2013, 2012 and 2011 of $2.0 million, $0.8 million and $1.6 million, respectively.
iGATE Corporation Stock Incentive Plans
The Company adopted the Second Amended and Restated Stock Incentive Plan (the “1996 Plan”) in the year 2000. The 1996 Plan provided that up to 14.7 million shares of the Company’s common stock shall be allocated for issuance to directors, executive management and key personnel. This plan expired by its terms on November 3, 2006 and no options have been granted under the 1996 Plan since it expired.
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
A summary of the stock option and restricted stock activity is presented below:
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
On May 25, 2006, the 2006 iGATE Corporation Stock Incentive Plan (the “2006 Plan” and together with the 1996 Plan, the “iGATE Plans”) was approved by the Company’s shareholders. The 2006 Plan replaced the expired 1996 Plan. Revisions were made primarily to address changes in applicable law since the year 2000. The 2006 Plan provides that up to 14.7 million shares of the Company’s common stock shall be allocated for issuance to officers, employees, directors and consultants of the Company and its subsidiaries. As of December 31, 2013, there were 5.8 million shares of common stock available for issuance under the 2006 Plan.
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
Options under the iGATE Plans generally expire ten years from the date of the original grant or earlier if an option holder ceases to be employed by or associated with the Company for any reason.
Restricted stock grants under the iGATE Plans generally vest over a four year period. Upon vesting, these shares have voting rights.
The total intrinsic value of options exercised during 2013, 2012 and 2011 was $9.5 million, $5.3 million and $2.0 million, respectively. The grant date fair value of stock options vested during 2013, 2012 and 2011 was $6.0 million, $4.5 million and $6.5 million, respectively.
As of December 31, 2013, approximately $27.3 million of unrecognized compensation cost is expected to be recognized for the unvested options and restricted stock awards. This expense is expected to be recognized over a weighted-average period of approximately 2.0 years as of December 31, 2013.
2006 Plan
The fair value of each option grant under the iGATE Plans was estimated using the Black-Scholes option pricing model. The fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs. Expected volatility was calculated based on the historical volatility of the Company’s common stock from exchange traded shares. The average expected life was based on the expected employee exercise and post-vesting employment termination behavior. The risk-free interest rate was based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life assumed at the date of grant.
The Company also issued 1.5 million performance based restricted awards to certain members of the Company including the Chief Executive Officer. These awards will vest only if the Company attains specified twelve-month trailing adjusted EBITDA (“Target EBITDA”) goals at any fiscal quarter end during the performance measurement period ending June 30, 2017. If the Company achieves its maximum twelve-month adjusted EBITDA (“Maximum EBITDA”) goal at any eligible fiscal quarter end within the performance period, two times the target number of shares will vest. In the event that the Company attains trailing adjusted EBITDA
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
between the Target EBITDA and the Maximum EBITDA, the aggregated number of performance shares will be prorated. The stock-based compensation expense recorded relating to these grants amounted to $4.2 million, $4.1 million and $2.2 million for the years ended December 31, 2013, 2012 and 2011, respectively.
Post merger of iGATE Computer with iGATE Global, the outstanding vested stock options of iGATE Computer as of January 1, 2013 were 0.4 million out of which 0.2 million stock options were cancelled and 0.1 million stock options were exercised and converted to iGATE Global shares and the remaining 0.1 million stock options were settled in cash on receipt of the waiver letters from the option holders.
The weighted-average assumptions used in the Black-Scholes option pricing model are as follows:
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
18. Earnings per share
Earnings per share for the common stock, unvested restricted stock and the Series B Preferred Stock under the two class method are presented below (dollars and shares in thousands, except per share data):
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
The number of outstanding options to purchase common shares for which the option exercise prices exceeded the average market price of the common shares aggregated 0.2 million, 0.6 million and 0.5 million shares for the years ended December 31, 2013, 2012 and 2011, respectively. These options were excluded from the computation of diluted earnings per share under the treasury stock method. The number of shares of outstanding Series B Preferred Stock for which the earnings per share exceeded the earnings per share of common stock aggregated to 20.3 million, 18.8 million and 17.3 million shares for the years ended December 31, 2013, 2012 and 2011, respectively. These shares were excluded from the computation of diluted earnings per share as they were anti-dilutive.
19. Other Income, net
Components of other income, net are as follows (in thousands):
20. Income taxes
The components of income (loss) from continuing operations before income taxes, as shown in the accompanying consolidated statements of income, consists of the following (in thousands):
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
The expense (benefit) for income taxes from continuing operations consists of the following (in thousands):
The reconciliation of income taxes computed using the statutory U.S. income tax rate and the provision for income taxes from continuing operations is as follows (in thousands):
Under the Indian Income-tax Act, 1961, iGATE Global was eligible to claim a tax holiday for 10 consecutive assessment years on profits derived from the export of software services from divisions registered under the Software Technology Parks (“STPs”) at Bangalore, Chennai and Noida. The tax holiday ceased to exist from March 31, 2011 with respect to all the units located in STPs, which resulted in income tax benefits of $3.2 million for the year ended December 31, 2011. Non-operating income, such as interest income and capital gains income along with operating income to the extent of expiry of tax holiday were not included in the tax holiday, and had been considered as part of our income tax provision.
Under the Indian Income-tax Act, 1961, iGATE Global is eligible to claim income tax holiday on profits derived from export of software services from the divisions registered under the Special Economic Zones (“SEZs”). Profits derived from export of the software services from these divisions registered under the SEZ scheme are eligible for 100% of tax holiday during the initial five consecutive assessment years followed by 50% for the subsequent ten consecutive assessment years from the date of commencement
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
of operations by the respective SEZ. Effective, April 1, 2013, one of the divisions registered under SEZ scheme has completed its first five years of 100% tax holiday and would be claiming 50% of tax holiday for the next ten years. For the years ended December 31, 2013, 2012 and 2011, the tax holiday benefits were $6.4 million, $8.3 million and $7.4 million, respectively. This tax relief holiday will begin to expire from March 2023 through 2028.
The basic earnings per share effect of the tax holiday is $0.11, $0.15 and $0.19 for the years ended December 31, 2013, 2012 and 2011, respectively. The diluted earnings per share effect of the tax holiday is $0.11, $0.14 and $0.18 for the years ended December 31, 2013, 2012 and 2011, respectively.
The Company conducts its business globally, and, as a result, the Company and some of its subsidiaries file income tax returns in India, the U.S. and various foreign jurisdictions. The tax years ended March 31, 2002 to March 31, 2013 remains open to examination by the Indian tax authorities. The Company is no longer subject to U.S. federal tax examinations by tax authorities for years before 2010 with regard to the Company’s U.S. branch and with regard to the Company’s U.S. entities.
The components of the deferred tax assets and liabilities were as follows (in thousands):
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
The Company has not provided for U.S. deferred income taxes or foreign withholding tax of approximately $136.8 million on basis differences in certain of its non-U.S. subsidiaries that result primarily from undistributed earnings of $391.4 million which the Company intends to reinvest indefinitely. Determination of the deferred income tax liability on these basis differences is subjective and dependent on circumstances existing if and when remittance occurs.
The U.S. tax jurisdiction has approximately $127.8 million of state and $16.0 million of federal net operating losses (“NOL”) available to offset future state and federal taxable income. All of these losses are due to expire by 2033. The significant foreign NOL carry forwards comprise of $11.9 million attributable to U.K. and $3.3 million attributable to Singapore which can be carried forward indefinetly for these jurisdictions and $4.9 million attributable to Mexico which can be carried forward for ten years from the year of incurring the loss.
As of December 31, 2013, the Company has a Minimum Alternate Tax (MAT) credit carry forward of $21.4 million which will begin to expire from March 2020. The Company in its India and U.S. jurisdiction has a $59.2 million and $ 18.7 million of capital losses carry forward, when tax effected will be $13.4 million and $7.5 million for India and U.S. jurisdictions, respectively. For the India jurisdiction such losses will expire in March 2021 and for the U.S. jurisdiction such losses will expire within 5 years from the date of realization of such loss. The Company has recorded full valuation allowance against the capital losses carry forward since it is not more likely than not that the Company will have long term capital gains in the near future.
The Company has established a partial valuation allowance against its deferred tax assets, due to uncertainty regarding their future realization in the respective jurisdictions. In assessing the realizability of its deferred tax assets, management considers the scheduled reversal of deferred tax liabilities (including the impact of available carry back and carry forward periods), projected future taxable income, and tax planning strategies. As a result, the Company has created a valuation allowance for deferred tax assets at entities or units that have been unprofitable and where it believes that such assets may not be utilized in the near term.
The change in the total valuation allowance for deferred tax assets as of December 31, 2013, 2012 and 2011 is as follows (in thousands):
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
Uncertain Tax Positions:
As of December 31, 2013, 2012 and 2011, amounts of $16.6 million, $22.1 million and $30.2 million respectively, constitute the unrecognized tax benefits. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):
The Company recognizes interest related to uncertain tax positions within the interest expense line in the consolidated statements of income. The U.S. branch of Indian subsidiary has interest expense of $0.2 million, $0.4 million and $0.5 million related to uncertain tax positions for the year ended December 31, 2013, 2012 and 2011, respectively. The total amount of accrued interest in the consolidated balance sheets amounted to $0.7 million and $0.9 million as of December 31, 2013 and 2012, respectively. There are no penalties as of December 31, 2013, 2012 and 2011. During the current year, a net amount of $6.6 million was reversed by the U.S. branch of Indian subsidiary (the former iGATE Computer) on account of expiration of the statute of limitations relating to year ended March 2010.
As of December 31, 2013, the Company had $13.9 million of net unrecognized tax benefits arising out of the tax positions which would affect the effective tax rate, if recognized. The nature of the events that would cause the change to the reserves will be mainly due to the expiry of the statute of limitation in U.S. Although, it would be difficult to anticipate the final outcome on timing of resolution of any particular uncertain tax position, the Company believes that the total amount of unrecognized tax benefits will be decreased by $7.6 million during the next 12 months due to expiration of statute of limitation.
21. Segment information
The Company’s Chief Executive Officer, who is also the Chief Operating Decision Maker, has recently regrouped the organization into vertical-based business units to bring in more industry knowledge and solutions, increase the depth and accountability to the business. However, the Company does not have discrete financial information as per the requirements of ASC 280 and as a result segment information is not presented.
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
Revenues based on the location of the customer and fixed assets by geographic area consisted of the following (in thousands):
(1) Comprises Europe, Middle East and African countries.
The following is a concentration of revenues greater than 10% for the periods shown:
The Company accounts for multiple contracts (statement of works) with RBC and GE as separate arrangements, since each of these arrangements are negotiated separately. The receivables from these customers comprised 24% and 21% of accounts receivable, net and unbilled revenue as of December 31, 2013 and 2012, respectively.
22. Related party transactions
As of December 31, 2013, Sunil Wadhwani and Ashok Trivedi directly and indirectly own 18.0% and 17.7% of the outstanding share capital of the Company. Viscaria Limited (Series B Preferred Stock holder), a company backed by funds advised by Apax Partners LLP and Apax Partners, L.P., holds 27.7% of the outstanding share capital of the Company on an as converted basis as of December 31, 2013. The Company rendered services to the entities of Principal Owners and recognized revenue of $11.9 million, $0 million and $0.9 million for the years ended December 31, 2013, 2012 and 2011, respectively. The outstanding receivable from such entities are $4.1 million and $0 million as of December 31, 2013 and 2012, respectively.
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
23. Guarantor Subsidiaries - Supplemental consolidating financial information
In connection with the iGATE Computer Acquisition, the Company issued the Senior Notes which are the senior unsecured obligations of the Company. The Senior Notes are guaranteed by the Company’s 100% owned domestic subsidiaries iTI, iGATE Inc., and iGATE Holding Corporation (collectively, the “Guarantors”). In accordance with the terms of the second supplemental indenture dated September 30, 2012, iAI was included as a guarantor to the Senior Notes with effect from September 1, 2012. Subsequently on December 31, 2012, as part of an integration process, iAI along with PTS, were merged into iTI. The Company has not included separate financial statements of the Guarantors because they are 100% owned by the Company, the guarantees issued are full and unconditional, and the guarantees are joint and several. There are customary exceptions in the Indenture under which a subsidiary’s guarantee would terminate namely:
•
a permitted sale or other disposition by a guarantor of all or substantially all of its assets.
•
the designation or classification of a guarantor as an unrestricted subsidiary pursuant to the indenture governing the guarantees.
•
defeasance or discharge of the Senior Notes.
•
the release of a guarantor due to the operation of the definition of “Immaterial Subsidiary” in the documents governing the guarantees; or
•
the Senior Notes’ achievement of investment grade status.
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
Consolidating financial information for the Company and the Guarantors are as follows (in thousands):
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2013
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2012
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2013
CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2012
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2011
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED DECEMBER 31, 2013
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED DECEMBER 31, 2012
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED DECEMBER 31, 2011
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2013
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2012
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2011
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
24. Commitments and contingencies
Capital commitments
As of December 31, 2013, the Company has open purchase orders totaling $40.8 million towards construction of new facilities and purchase of property and equipment.
Bank guarantees
As of December 31, 2013, guarantees and letters of credit provided by banks on behalf of the Company’s subsidiaries, to customs authorities and vendors for capital procurements amounted to $3.0 million. These guarantees and letters of credit have a remaining term of approximately one to five years.
Other commitments
The Company’s business process delivery centers in India are 100% Export Oriented units or STPs and SEZs under the STP and SEZ guidelines issued by the Government of India. These units are exempted from customs, central excise duties, and levies on imported and indigenous capital goods, stores, and spares. The Company has executed legal undertakings to pay custom duties, central excise duties, levies, and liquidated damages payable, if any, in respect of imported and indigenous capital goods, stores, and spares consumed duty free, in the event that certain terms and conditions are not fulfilled.
The Company has entered into a service agreement with a customer that provides such customer the option, exercisable at any time by providing 60 days’ notice to the Company to acquire an equity stake of up to 7.00% of the Company’s outstanding voting shares at fair market value. The fair market value is the volume weighted average trading price of the Company’s shares on the NASDAQ Market for five consecutive trading days immediately before the date on which the customer delivers its notice under the option. The option does not restrict the customer in any way from buying the Company’s shares in the open market. The service agreement also requires the Company to register the shares upon exercise of the option by the customer and there are no events or circumstances that would require the Company to transfer consideration under the agreement.
Contingencies
An employee brought a claim against the Company during the third quarter of 2013 alleging sexual harassment against the Company and its former Chief Executive Officer and President. An arbitration took place with respect to this matter which the Company settled during the fourth quarter of 2013.
The former Chief Executive Officer of the Company has filed a complaint before the Alameda County Superior Court of California seeking compensation for breach of contract, breach of the covenant of good faith, and fair dealing, various Labor Code violations, false promise, and defamation. The Company believes that it has valid defenses against this complaint and has filed a counter complaint on January 29, 2014. Based upon this belief and the inherent difficulties in evaluating the former Chief Executive Officer’s complaint at this early stage, the Company cannot reasonably estimate the potential loss, if any. Accordingly, no accrual for loss contingency has been recorded for this matter.
The Company is involved in lawsuits and claims which arise in the ordinary course of business. Management believes that the ultimate outcome of these matters will not have a material adverse impact on its financial position, results of operations and cash flows.
During the year ended December 31, 2013, the Company received favourable Orders from the Indian Court. In view of these Orders, the management believes that the tax demands are not tenable against the Company and thus will not have a material adverse impact on its financials position, results of operations and cash flows.
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
25. Fair Value Measurements
FASB ASC Topic 820 “Fair Value Measurements” establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:
Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 - Includes other inputs that are directly or indirectly observable in the marketplace.
Level 3 - Unobservable inputs which are supported by little or no market activity.
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
In accordance with ASC 820, assets and liabilities are to be measured based on the following valuation techniques:
Market approach - Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
Income approach - Converting the future amounts based on the market expectations to its present value using the discounting methodology.
Cost approach - Replacement cost method.
Investments and Foreign exchange derivative contracts, as disclosed in Note 6 and 8, which are measured at fair value are summarized below (in thousands):
iGATE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
26. Quarterly Financial Information (Unaudited)
The following table sets forth certain unaudited financial information for each of the quarters indicated below and, in the opinion of management, contains all adjustments, consisting only of normal recurring adjustments, if necessary, for a fair presentation thereof. Earnings per share amounts for each quarter are required to be computed independently, and therefore may not equal the amount computed for the entire year.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not Applicable.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to the Securities Exchange Act of 1934 Rules 13a-15(b) and 15d-15(b). Based upon, and as of the date of this evaluation, our Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were effective.
The certification required by Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits 31.01 and 31.02, respectively, to this Annual Report on Form 10-K.
Management’s Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed 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. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use, or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become ineffective because of changes in conditions or that the degree of compliance with established policies or procedures may deteriorate.
The Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2013. In making its assessment of internal control over financial reporting, management used the criteria described in the Internal Control-Integrated Framework (1992 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based upon this assessment, management has concluded and hereby reports that the Company’s internal control over financial reporting was effective as of December 31, 2013. There were no changes in our internal control over financial reporting during the quarter ended December 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
The Company’s independent registered public accounting firm, Ernst & Young Associates LLP, has issued its report on the effectiveness of the Company’s internal control over financial reporting.
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of iGATE Corporation
We have audited iGATE Corporation’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework) (the COSO criteria). iGATE Corporation’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, iGATE Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the 2013 consolidated financial statements of iGATE Corporation and our report dated February 12, 2014 expressed an unqualified opinion thereon.
/s/ Ernst & Young Associates LLP
Gurgaon, India
February 12, 2014
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information required by this Item, not set forth below, is incorporated herein by reference from the Company’s definitive proxy statement relating to the 2013 Annual Meeting of Shareholders scheduled to be held on April 10, 2014, which will be filed with the SEC within 120 days after the close of the Company’s fiscal year ended December 31, 2013 (the “Proxy Statement”).
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference to the Proxy Statement.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item is incorporated by reference to the Proxy Statement.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item is incorporated by reference to the Proxy Statement.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this Item is incorporated by reference to the Company’s Proxy Statement.
PART IV
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) l. Financial Statements
The following Consolidated Financial Statements of the registrant and its subsidiaries are included on pages 66 to 70 and the report of Independent Registered Public Accounting Firm is included on page 65 in this Form 10-K.
Report of Independent Registered Public Accounting Firm.
Consolidated Balance Sheets - As of December 31, 2013 and 2012.
Consolidated Statements of Income - Years ended December 31, 2013, 2012 and 2011.
Consolidated Statements of Comprehensive Income - Years ended December 2013, 2012 and 2011.
Consolidated Statements of Shareholders’ Equity - Years ended December 31, 2013, 2012 and 2011.
Consolidated Statements of Cash Flows - Years ended December 31, 2013, 2012 and 2011.
Notes to Consolidated Financial Statements
All other schedules are omitted because they are not required, are not applicable, or the required information is shown in the Consolidated Financial Statements or notes thereto.
2. Exhibits
Exhibits required by Item 601 of Regulation S-K are listed in the Exhibit Index, which is incorporated herein by reference.
* Includes management contract or compensatory plan, contract or arrangement.
(1) These interactive data files shall be deemed furnished and not filed for purposes of Section 11 and 12 of the Securities Act of 1933, as amended, and Section 18 of the Securities Exchange Act of 1934, as amended, and not otherwise subject to liability under those sections.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 12th day of February, 2014.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated