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8-K - 8-K - VIRTUSA CORPa10-2813_18k.htm
EX-2.1 - EX-2.1 - VIRTUSA CORPa10-2813_1ex2d1.htm

Exhibit 99.1

 

Virtusa Announces Third Quarter Fiscal 2010 Consolidated Financial Results and Acquisition of ConVista Consulting, LLC

 

·                  Third quarter fiscal 2010 revenue of $41.7 million, 11% sequential growth

·                  Third quarter fiscal 2010 EPS of $0.12

·                  Virtusa extends enterprise application services with acquisition of ConVista Consulting, LLC

 

Westborough, MA — (February 1, 2010) — Virtusa Corporation (NASDAQ: VRTU), a global information technology (IT) services company that provides IT consulting, technology implementation and application outsourcing services through an enhanced global delivery model, today reported consolidated financial results for the third quarter of fiscal year 2010, ended December 31, 2009, inclusive of the acquisition of InSource, LLC completed on November 4, 2009.

 

Third Quarter Fiscal 2010 Consolidated Financial Results

 

Revenue for the third quarter of fiscal 2010 was $41.7 million, an increase of 11% sequentially and a decrease of 7% year-over-year. On a constant currency basis (1), third quarter revenue increased 11% sequentially and decreased 8% year-over-year.

 

Virtusa reported income from operations of $3.4 million for the third quarter of fiscal 2010, an increase compared to $3.2 million for the second quarter of fiscal 2010, and a decrease compared to $5.4 million for the third quarter of fiscal 2009.

 

Net income for the third quarter of fiscal 2010 was $2.9 million, or $0.12 per diluted share, compared to $3.0 million, or $0.12 per diluted share, for the second quarter of fiscal 2010 and a decrease, compared to $6.3 million, or $0.27 per diluted share, for the third quarter of fiscal 2009.  Net income for the third quarter of fiscal 2010 included $0.4 million of foreign exchange losses compared to $0.3 million of foreign exchange losses for the second quarter of fiscal 2010 and a $1.3 million foreign exchange gain in the third quarter of fiscal 2009.

 

The Company ended the third quarter of fiscal 2010 with $122.7 million of cash, cash equivalents, short-term investments and long-term investments (2) net of $7.3 million in cash consideration paid in connection with the acquisition of InSource.  The Company generated cash from operations of $6.0 million during the third quarter of fiscal 2010.

 

Kris Canekeratne, Virtusa’s Chairman and CEO, stated, “We are pleased with the results of our third quarter which, as expected, saw a return to sequential growth across all industry groups and geographies.   Our sequential growth was driven by our underlying business momentum, the investments we have been making in business development, our expanded portfolio of services and consistent execution.”

 

Ranjan Kalia, Chief Financial Officer, said, “Our revenue growth this quarter was broad based including more meaningful contribution from the clients added over the last 18 months.”  Mr. Kalia added, “In the fourth fiscal quarter, we continue to expect sequential and year-over-year revenue growth both organically and inclusive of recent acquisitions. In addition, we continue to expect to realize full fiscal year operating margin expansion over fiscal year 2009.”

 

Acquisition of ConVista Consulting, LLC

 

Virtusa extends its enterprise application rationalization and modernization capabilities with the closing of the acquisition of ConVista Consulting, LLC, (http://us.convista.com), on February 1, 2010.  ConVista Consulting is a U.S.-based, privately-held, market leader in finance transformation, specifically focusing on high volume collection, disbursement, claims and billing systems in BFSI.  ConVista Consulting employs approximately 50 experienced practitioners with knowledge in SAP related-solutions and forms the foundation of

 



 

Virtusa’s finance transformation business unit.  This strategic business unit will be led by Stefan Fraas, the co-founder of ConVista Consulting, LLC.  Virtusa will add program management, enterprise integration, business intelligence and global delivery execution to complement ConVista Consulting’s focused expertise, expanding Virtusa’s overall market opportunity.

 

Under the terms of the asset purchase agreement, Virtusa acquired ConVista Consulting’s business for $24.8 million in cash, including up to an additional $2.0 million in earn-out consideration upon ConVista Consulting’s achievement of certain revenue and profit milestones for fiscal 2011.

 

Kris Canekeratne, Virtusa’s Chairman and CEO, stated, “ConVista Consulting is at the nucleus of key transaction processing systems of record for large enterprises where packaged implementation, systems integration and custom development converge.   Through this acquisition, our combined capabilities will enable Virtusa to provide a broader range of services to accelerate our clients’ business outcomes.  We welcome ConVista’s team members to Virtusa.”

 

Financial Outlook

 

Virtusa’s current guidance for the fourth fiscal quarter and the full fiscal year ending March 31, 2010 reflects the inclusion of ConVista Consulting.  Virtusa expects ConVista Consulting to contribute revenue of $3.0 million for the fourth quarter of fiscal 2010.  In addition, Virtusa expects ConVista Consulting to be dilutive by $0.02 to $0.03 per share on a GAAP basis in the fourth quarter of fiscal 2010, inclusive of expected transaction and integration costs.  Additionally, ConVista Consulting is expected to be slightly accretive for fiscal year 2011.

 

·                  Fourth quarter fiscal 2010 revenue is expected to be in the range of $46.8 to $48.8 million, with diluted EPS of $0.10 to $0.15.

 

·                  Fiscal year 2010 revenue is expected to be in the range of $163.4 to $165.4 million, with diluted EPS of $0.45 to $0.50.

 

The Company’s fourth quarter and fiscal year 2010 diluted EPS estimates assume an average share count of approximately 24.2 million and 24.1 million respectively (assuming no further exercises of stock-based awards) and assume a stock price of $8.85, which was derived from the average closing price of the Company’s stock over the five trading days ended on January 29, 2010.  Deviations from this stock price may cause actual EPS to vary based on share dilution from Virtusa’s stock options and stock appreciation rights.

 

Conference Call and Webcast

 

Virtusa will host a conference call today, February 1, 2010 at 5:00 pm Eastern time to discuss the Company’s third quarter 2010 financial results, current financial guidance, the ConVista Consulting, LLC acquisition and other corporate developments.   To access this call, dial 888-298-3511 (domestic) or 719-457-2731 (international).  A replay of this conference call will be available through February 8, 2010 at 888-203-1112 (domestic) or 719-457-0820 (international).  The replay passcode is 5483441.  A live webcast of this conference call will be available on the “Investors” page of the Company’s website (www.virtusa.com), and a replay will be archived on the website as well.

 

About Virtusa Corporation

 

Virtusa is a global information technology (IT) services company providing IT consulting, technology implementation and application outsourcing services. Using its enhanced global delivery model, innovative platforming approach and industry expertise, Virtusa provides high-value services that enhance clients’ business performance, accelerate time-to-market, increase productivity and improve customer experience.

 



 

Founded in 1996 and headquartered in Massachusetts, Virtusa has offices in the United States and the United Kingdom, and global delivery centers in India and Sri Lanka.

 

“Virtusa” is a registered trademark of Virtusa Corporation.

 

(1)           To determine year-over-year constant currency revenue for the Company’s third quarter of fiscal 2010, revenue from entities reporting in U.K. pound sterling was converted into U.S. dollars at the average exchange rate in effect for the three months ended December 31, 2008 of 1.57 U.S. dollars to U.K. pounds sterling, rather than the actual average exchange rate in effect for the three months ended December 31, 2009 of 1.63 U.S. dollars to U.K. pounds sterling.  To determine sequential revenue change in constant currency for the Company’s third quarter of fiscal 2010, revenue from entities reporting in U.K. pounds sterling was converted into U.S. dollars at the average exchange rate in effect for the three months ended September 30, 2009 of 1.64 U.S. dollars to U.K. pounds sterling, rather than the actual average exchange rate in effect for the three months ended December 31, 2009 of 1.63 U.S. dollars to U.K. pounds sterling.

(2)           The Company considers the measure of cash, cash equivalents, short-term and long-term investments to be the most meaningful indicator of the Company’s liquidity. All of the Company’s investments, other than certain auction-rate securities, are classified as available-for-sale, including the Company’s long-term investments which consist of fixed income securities including government agency bonds and municipal and corporate bonds, which meet the credit rating and diversification requirements of the Company’s investment policy as approved by the Company’s audit committee and board of directors.

 

Non-GAAP Financial Information

 

This press release includes certain non-GAAP financial information as defined by Regulation G by the Securities and Exchange Commission. Virtusa presents constant currency revenue to provide insights into, and a framework for assessing, how Virtusa’s revenue performed excluding the effect of foreign currency rate fluctuations (see footnote (1) above for further detail).  Virtusa also presents a reconciliation of its cash, cash equivalents, short term and long term investments which it believes provides insight into its cash position and overall liquidity (see footnote (2) above for further detail).   While Virtusa’s management believes that these non-GAAP revenue measures and cash reconciliation presentations are useful in evaluating Virtusa’s revenue and cash position and overall liquidity, this information should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with GAAP.

 

Forward-Looking Statements

 

Certain statements made in this press release that are not based on historical information are forward-looking statements which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. This press release contains express or implied forward-looking statements relating to, among other things, Virtusa’s expectations concerning management’s forecast of financial performance, expected benefits of the InSource and ConVista Consulting acquisitions, the forecast of financial performance for ConVista Consulting, the acquisition of new clients and growth of business, and management’s plans, objectives, and strategies. These statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond Virtusa’s control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. In particular, the risks and uncertainties include, among other things:  Virtusa’s ability to assimilate and integrate the operations of InSource and ConVista Consulting; unanticipated acquisition related costs and negative effects on Virtusa’s reported results of operations from acquisition-related charges; Virtusa’s ability to achieve expected synergies and operating efficiencies in the acquisitions within expected time-frames or at all; Virtusa’s dependence on a limited number of clients as well as

 



 

clients located principally in the United States and United Kingdom and in concentrated industries; Virtusa’s ability to expand its business or effectively manage growth; restrictions on immigration or changes in immigration laws; the loss of any key member of Virtusa’s senior management team, increasing competition in the IT services outsourcing industry; Virtusa’s ability to hire and retain enough sufficiently trained IT professionals to support its operations; quarterly fluctuations in Virtusa’s earnings; client terminations or contracting delays, or delays in revenue recognition in any reporting period; Virtusa’s ability to attract and retain clients and meet their expectations; Virtusa’s ability to sustain profitability or maintain profitable engagements; Virtusa’s ability to successfully manage its billing and utilization rates and its targeted on-site to offshore delivery mix; technological innovation; Virtusa’s ability to effectively manage its facility, infrastructure and capacity needs; regulatory, legislative and judicial developments in Virtusa’s operations areas; political or economic instability in India or Sri Lanka; any reduction or withdrawal of tax benefits provided to Virtusa by the governments of India and Sri Lanka, or new legislation by such governments which could be harmful to Virtusa; wage inflation and increases in government mandated benefits in India and Sri Lanka; telecommunications or technology disruptions; worldwide economic and business conditions; currency exchange rate fluctuations of the Indian and Sri Lankan rupee, the U.S. dollar and the U.K. pound sterling; and the volatility of the market price of Virtusa’s common stock. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Virtusa undertakes no obligation to update or revise the information contained in this press release, whether as a result of new information, future events or circumstances or otherwise. For additional disclosure regarding these and other risks faced by Virtusa, see the disclosure contained in Virtusa’s public filings with the Securities and Exchange Commission, including Virtusa’s Annual Report on Form 10-K for the fiscal year ended March 31, 2009, and subsequent Quarterly Reports on Form 10-Q, as filed with the Securities and Exchange Commission.

 



 

Virtusa Corporation and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, unaudited)

 

 

 

December 31, 2009

 

March 31, 2009

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

59,365

 

$

55,698

 

Short-term investments

 

28,463

 

23,333

 

Accounts receivable, net

 

28,043

 

28,244

 

Unbilled accounts receivable

 

4,423

 

4,005

 

Prepaid expenses

 

3,016

 

5,050

 

Deferred income taxes

 

1,583

 

4,139

 

Other current assets

 

7,181

 

5,668

 

Total current assets

 

132,074

 

126,137

 

 

 

 

 

 

 

Property and equipment, net

 

20,084

 

19,680

 

Long-term investments

 

34,847

 

28,054

 

Restricted cash

 

885

 

3,489

 

Deferred income taxes

 

5,450

 

5,040

 

Goodwill

 

3,774

 

 

Other long-term assets

 

5,138

 

4,623

 

Total assets

 

$

202,252

 

$

187,023

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

Accounts payable

 

$

4,557

 

$

5,499

 

Accrued employee compensation and benefits

 

10,252

 

9,520

 

Accrued expenses and other current liabilities

 

8,352

 

15,128

 

Deferred revenue

 

1,147

 

1,016

 

Income taxes payable

 

1,162

 

151

 

Total current liabilities

 

25,470

 

31,314

 

Long-term liabilities

 

1,827

 

3,123

 

Total liabilities

 

27,297

 

34,437

 

 

 

 

 

 

 

Stockholders’ equity

 

174,955

 

152,586

 

Total liabilities and stockholders’ equity

 

$

202,252

 

$

187,023

 

 



 

Virtusa Corporation and Subsidiaries

Consolidated Statements of Income

(In thousands except per share amounts, unaudited)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

December 31,

 

December 31,

 

 

 

2009

 

2008

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

41,692

 

$

44,940

 

$

116,557

 

$

131,505

 

Costs of revenue

 

23,744

 

25,286

 

65,729

 

81,698

 

Gross profit

 

17,948

 

19,654

 

50,828

 

49,807

 

Total operating expenses

 

14,549

 

14,279

 

41,156

 

43,732

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

3,399

 

5,375

 

9,672

 

6,075

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest income

 

517

 

647

 

1,388

 

2,085

 

Foreign currency transaction gains (losses)

 

(416

)

1,345

 

(1,252

)

465

 

Other, net

 

4

 

38

 

13

 

61

 

Total other income

 

105

 

2,030

 

149

 

2,611

 

 

 

 

 

 

 

 

 

 

 

Income before income tax expense

 

3,504

 

7,405

 

9,821

 

8,686

 

Income tax expense

 

572

 

1,107

 

1,274

 

247

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

2,932

 

$

6,298

 

$

8,547

 

$

8,439

 

 

 

 

 

 

 

 

 

 

 

Net income per share of common stock:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.13

 

$

0.28

 

$

0.37

 

$

0.37

 

Diluted

 

$

0.12

 

$

0.27

 

$

0.36

 

$

0.35

 

Weighted average number of common shares outstanding

 

 

 

 

 

 

 

 

 

Basic

 

23,335,454

 

22,549,515

 

23,078,701

 

22,852,794

 

Diluted

 

24,198,673

 

23,609,135

 

23,971,495

 

24,254,807

 

 



 

Virtusa Corporation and Subsidiaries

Consolidated Statement of Cash Flows

(In thousands, unaudited)

 

 

 

Nine Months Ended

 

 

 

December 31,

 

(In thousands)

 

2009

 

2008

 

Cash flows provided by operating activities:

 

 

 

 

 

Net income

 

$

8,547

 

$

8,439

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

3,533

 

3,226

 

Share-based compensation expense

 

2,563

 

3,028

 

Gain on disposal of property and equipment and investments

 

 

(11

)

Deferred income taxes, net

 

(325

)

(750

)

Foreign currency losses, net

 

1,252

 

(465

)

Net changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable, net

 

3,040

 

(1,993

)

Prepaid expenses and other current assets

 

2,420

 

(2,627

)

Other long-term assets

 

(676

)

(327

)

Accounts payable

 

(2,263

)

4,918

 

Accrued employee compensation and benefits

 

197

 

(1,299

)

Accrued expenses and other current liabilities

 

(1,651

)

1,854

 

Deferred revenue

 

1,036

 

1,530

 

Excess tax benefits from stock option exercises

 

(45

)

 

Income taxes payable

 

196

 

1,191

 

Other long-term liabilities

 

576

 

(1,990

)

Net cash provided by operating activities

 

18,400

 

14,724

 

Cash flows used for investing activities:

 

 

 

 

 

Purchase of short-term investments

 

(1,967

)

(16,147

)

Proceeds from sale or maturity of short-term investments

 

18,850

 

40,440

 

Purchase of long-term investments

 

(36,275

)

(31,061

)

Proceeds from sale or maturity of long-term investments

 

8,100

 

7,236

 

Purchase of property and equipment

 

(2,087

)

(9,222

)

Proceeds from sale of property and equipment

 

 

12

 

Acquisition of a business, net of cash acquired

 

(6,137

)

 

Decrease in restricted cash

 

1,966

 

409

 

Net cash used for investing activities

 

(17,550

)

(8,333

)

Cash flows provided by (used for) financing activities:

 

 

 

 

 

Purchase of treasury stock

 

 

(6,302

)

Proceeds from exercise of common stock options

 

1,670

 

548

 

Excess tax benefits from stock option exercises

 

45

 

 

Principal payments on capital lease obligation

 

(4

)

 

Net cash provided by (used for) financing activities

 

1,711

 

(5,754

)

Effect of exchange rate changes on cash and cash equivalents

 

1,106

 

(2,111

)

Net increase (decrease) in cash and cash equivalents

 

3,667

 

(1,474

)

Cash and cash equivalents, beginning of period

 

55,698

 

41,047

 

Cash and cash equivalents, end of period

 

$

59,365

 

$

39,573

 

 

 

 

 

 

 

Supplemental Non-GAAP Financial Information as of December 31, 2009 and 2008

 

 

 

 

 

 

 

 

 

 

 

Reconciliation to total cash and cash equivalents, short-term investments and long term investments:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

59,365

 

$

39,573

 

 

 

 

 

 

 

Short-term investments

 

28,463

 

27,413

 

Long-term investments

 

34,847

 

29,018

 

Total short-term and long-term investments, end of period

 

63,310

 

56,431

 

 

 

 

 

 

 

Total cash and cash equivalents, short-term investments and long-term investments

 

$

122,675

 

$

96,004

 

 



 

Media Contact:

Catharine Morgan

Greenough Communications

cmorgan@greenoughcom.com, 617-275-6552

 

Investor Contact:

Staci Strauss Mortenson or Kori Doherty

ICR

staci.mortenson@icrinc.com, 203-682-8273

kori.doherty@icrinc.com, 617-956-6730