UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 2010
GENPACT LIMITED
(Exact name of registrant as specified in its charter)
| Bermuda | 001-33626 | 98-0533350 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
Canon’s Court, 22 Victoria Street
Hamilton HM, Bermuda
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (441) 295-2244
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.02 | Results of Operations and Financial Condition. |
On April 28, 2010, Genpact Limited issued a press release announcing its financial results for the three months ended March 31, 2010. Genpact is furnishing this Form 8-K pursuant to Item 2.02, “Results of Operations and Financial Condition.” A copy of this press release, attached hereto as Exhibit 99.1, is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit 99.1 |
Press release dated April 28, 2010 |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GENPACT LIMITED | ||||||
| Date: April 28, 2010 | By: | /S/ HEATHER WHITE | ||||
| Name: | Heather D. White | |||||
| Title: | Vice President | |||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press release dated April 28, 2010 | |
Exhibit 99.1
Genpact Reports Results for the First Quarter of 2010
First Quarter Revenues of $288.2 million, up 8%
Adjusted Income from Operations of $44.0 million, up 4%
NEW YORK, April 28, 2010 — Genpact Limited (NYSE: G), a leader in managing business processes, today announced financial results for the first quarter ended March 31, 2010.
Key Financial Results – First Quarter 2010
| • | Revenues were $288.2 million, up 8.4% from $265.8 million in the first quarter of 2009. |
| • | Net income was $28.2 million, down 6.0% from $30.0 million in the first quarter of 2009, primarily due to higher taxes; net income margin for the first quarter of 2010 was 9.8%, down from 11.3% in the first quarter of 2009. |
| • | Diluted earnings per common share were $0.13, down from $0.14 in the first quarter of 2009. |
| • | Adjusted income from operations increased 4.3% to $44.0 million from $42.1 million in the first quarter of 2009. |
| • | Adjusted income from operations margin was 15.3%, down from 15.9% in the first quarter of 2009. |
| • | Adjusted diluted earnings per share were $0.15, down from $0.18 in the first quarter of 2009. |
Pramod Bhasin, Genpact’s President and CEO said, “Our results for the first quarter of 2010 were solid and a good start to the year. Our pipeline is at record levels and we have many processes in transition reflecting recent significant wins which we believe will deliver future revenue growth. Our ground-breaking Smart Enterprise Processes (SEPSM) continues to be a differentiator. We also completed a successful $580 million secondary offering for selling shareholders this quarter which has improved the liquidity of our stock and expanded our investor base.”
Revenues from clients other than GE, which Genpact refers to as Global Client revenues, grew 13.7% over the first quarter of 2009. Revenues from Global Clients now represent approximately 60.7% of Genpact’s total revenues, with the remaining 39.3% of revenues coming from GE. GE revenues increased 1.2% from the first quarter of 2009.
Approximately 85.2% of Genpact’s revenues for the quarter came from business process services, up from 83.1% for the first quarter of 2009, while revenues from IT services were approximately 14.8% of total revenues for the first quarter of 2010 as compared to 16.9% for the first quarter of 2009.
In the first quarter of 2010, 37 client relationships each accounted for $5 million or more of Genpact’s revenues in the last twelve months, up from 35 such relationships at the end of 2009. Of those, 4 client relationships each accounted for $25 million or more of Genpact’s revenues in the last twelve months.
As of March 31, 2010, Genpact had approximately 41,300 employees worldwide, an increase from approximately 36,500 as of March 31, 2009. Genpact’s employee attrition rate for the quarter, measured from day one of employment was 23%, up from 21% for the same period in 2009. Genpact’s attrition rate would be 19% if measured after six months of employment, as many of Genpact’s competitors do. Revenue per employee was $29,900, down from $30,300 in the first quarter of 2009 primarily due to the increased headcount required for planned growth.
Genpact utilized $20.1 million of cash from operations in the first quarter of 2010, as compared to generating $18.8 million of cash from operations in the first quarter of 2009. The year over year decline was primarily due to incremental working capital related to the acquisition of Symphony Marketing Solutions, Inc., deposits for infrastructure investments, an increase in accounts receivable and some reduction in current liabilities. Genpact has a strong balance sheet, with approximately $341.0 million in cash and cash equivalents.
2010 Outlook
Bhasin continued, “Our outlook for the longer term, particularly with respect to business process management where we are a market leader, is optimistic. We continue to expect revenue growth in 2010 of 14% to 17% and adjusted income from operations margin of 17% to 18%.”
Conference Call
Genpact management will host a conference call beginning at 8:00 a.m. EDT on April 29, 2010 to discuss the company’s performance for the period ended March 31, 2010. To participate, callers can dial 1 (800) 299-7089 from within the U.S. or 1 (617) 801-9714 from any other country. Thereafter, callers will be prompted to enter the participant passcode, 15492215.
For those who cannot participate in the call, a replay and podcast will be available on Genpact’s website, www.genpact.com, after the end of the call. A transcript of the call will also be made available on Genpact’s website.
About Genpact
Genpact is a leader in managing business processes, offering a broad portfolio of enterprise and industry-specific services. The company manages over 3000 processes for more than 400 clients worldwide. Putting process in the forefront, Genpact couples its deep process knowledge and insights with focused IT capabilities, targeted analytics and pragmatic reengineering to deliver comprehensive solutions for clients. Lean and Six Sigma are an integral part of Genpact’s culture and Genpact views the management of business processes as a science. Genpact has developed Smart Enterprise Processes (SEPSM), a groundbreaking, rigorously scientific methodology for managing business processes, which focuses on optimizing process effectiveness in addition to efficiency to deliver superior business outcomes. Services are seamlessly delivered from a global network of centers to meet a client’s business objectives, cultural and language needs and cost reduction goals. Learn more at www.genpact.com.
Safe Harbor
This press release contains certain statements concerning our future growth prospects and forward-looking statements, as defined in the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those in such forward-looking statements. These risks and uncertainties include but are not limited to a slowdown in the economies and sectors in which our clients operate, a slowdown in the BPO and IT Services sectors, the risks and uncertainties arising from our past and future acquisitions, our ability to manage growth, factors which may impact our cost advantage, wage increases, our ability to attract and retain skilled professionals, risks and uncertainties regarding fluctuations in our earnings, general economic conditions affecting our industry as well as other risks detailed in our reports filed with the U.S. Securities and Exchange Commission, including Genpact’s Annual Report on Form 10-K. These filings are available at www.sec.gov. Genpact may from time to time make additional written and oral forward-looking statements, including statements contained in our filings with the Securities and Exchange Commission and our reports to shareholders. Although Genpact believes that these forward-looking statements are based on reasonable assumptions, you are cautioned not to put undue reliance on these forward-looking statements, which reflect management’s current analysis of future events. Genpact does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of Genpact.
Contact
| Investors | Shishir Verma | |
| +1 (646) 624 5912 | ||
| shishir.verma@genpact.com | ||
| Media | Gail Marold | |
| +1 (919) 345 3899 | ||
| gail.marold@genpact.com | ||
GENPACT LIMITED AND ITS SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
(In thousands, except per share data)
| As of December 31, 2009 |
As of March 31, 2010 | |||||
| Assets |
||||||
| Current assets |
||||||
| Cash and cash equivalents |
$ | 288,734 | $ | 340,907 | ||
| Short term investments |
132,601 | — | ||||
| Accounts receivable, net |
137,454 | 150,156 | ||||
| Accounts receivable from related party, net |
116,228 | 123,632 | ||||
| Short term deposits with related party |
9,634 | — | ||||
| Deferred tax assets |
45,929 | 37,003 | ||||
| Due from related party |
9 | 3 | ||||
| Prepaid expenses and other current assets |
116,551 | 138,125 | ||||
| Total current assets |
$ | 847,140 | $ | 789,826 | ||
| Property, plant and equipment, net |
189,112 | 197,138 | ||||
| Deferred tax assets |
36,527 | 21,890 | ||||
| Investment in equity affiliates |
588 | 2,259 | ||||
| Customer-related intangible assets, net |
36,041 | 45,210 | ||||
| Other intangible assets, net |
187 | 140 | ||||
| Goodwill |
548,723 | 567,911 | ||||
| Other assets |
89,247 | 136,200 | ||||
| Total assets |
$ | 1,747,565 | $ | 1,760,574 | ||
GENPACT LIMITED AND ITS SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
(In thousands, except per share data)
| As of December 31, 2009 |
As of March 31, 2010 |
|||||||
| Liabilities and equity |
||||||||
| Current liabilities |
||||||||
| Short-term borrowings |
$ | 177 | $ | — | ||||
| Current portion of long-term debt |
44,715 | 47,272 | ||||||
| Current portion of capital lease obligations |
527 | 2,125 | ||||||
| Current portion of capital lease obligations payable to related party |
1,429 | 1,392 | ||||||
| Accounts payable |
16,276 | 14,628 | ||||||
| Income taxes payable |
1,579 | 8,681 | ||||||
| Deferred tax liabilities |
264 | 398 | ||||||
| Due to related party |
7,843 | 7,783 | ||||||
| Accrued expenses and other current liabilities |
322,773 | 259,295 | ||||||
| Total current liabilities |
$ | 395,583 | $ | 341,574 | ||||
| Long-term debt, less current portion |
24,950 | 12,483 | ||||||
| Capital lease obligations, less current portion |
1,570 | 1,666 | ||||||
| Capital lease obligations payable to a related party, less current portion |
1,809 | 1,720 | ||||||
| Deferred tax liabilities |
4,398 | 4,142 | ||||||
| Due to related party |
10,474 | 12,138 | ||||||
| Other liabilities |
109,034 | 73,481 | ||||||
| Total liabilities |
$ | 547,818 | $ | 447,204 | ||||
| Shareholders’ equity |
||||||||
| Preferred shares, $0.01 par value, 250,000,000 authorized, none issued |
— | — | ||||||
| Common shares, $0.01 par value, 500,000,000 authorized, 217,433,091 and 218,578,132 issued and outstanding as of December 31, 2009 and March 31, 2010, respectively |
2,174 | 2,185 | ||||||
| Additional paid-in capital |
1,063,304 | 1,074,215 | ||||||
| Retained earnings |
278,911 | 307,085 | ||||||
| Accumulated other comprehensive income (loss) |
(146,993 | ) | (73,169 | ) | ||||
| Genpact Limited shareholders’ equity |
1,197,396 | 1,310,316 | ||||||
| Noncontrolling interest |
2,351 | 3,054 | ||||||
| Total equity |
1,199,747 | 1,313,370 | ||||||
| Commitments and contingencies |
||||||||
| Total liabilities and equity |
$ | 1,747,565 | $ | 1,760,574 | ||||
GENPACT LIMITED AND ITS SUBSIDIARIES
Consolidated Statements of Income
(Unaudited)
(In thousands, except per share data)
| Three months ended March 31, | ||||||||
| 2009 | 2010 | |||||||
| Net revenues |
||||||||
| Net revenues from services - related party |
$ | 112,021 | $ | 113,338 | ||||
| Net revenues from services - others |
153,812 | 174,881 | ||||||
| Total net revenues |
265,833 | 288,219 | ||||||
| Cost of revenue |
||||||||
| Services |
163,719 | 176,685 | ||||||
| Total cost of revenue |
163,719 | 176,685 | ||||||
| Gross profit |
$ | 102,114 | $ | 111,534 | ||||
| Operating expenses: |
||||||||
| Selling, general and administrative expenses |
63,857 | 72,891 | ||||||
| Amortization of acquired intangible assets |
6,869 | 4,219 | ||||||
| Other operating (income) expense, net |
(1,713 | ) | (2,830 | ) | ||||
| Income from operations |
$ | 33,101 | $ | 37,254 | ||||
| Foreign exchange (gains) losses, net |
(2,805 | ) | 731 | |||||
| Other income (expense), net |
1,072 | 1,270 | ||||||
| Income before share of equity in (earnings) loss of affiliates and income tax expense |
36,978 | 37,793 | ||||||
| Equity in (gain) loss of affiliates |
230 | 333 | ||||||
| Income before income tax expense |
36,748 | 37,460 | ||||||
| Income tax expense |
4,872 | 7,217 | ||||||
| Net Income |
$ | 31,876 | $ | 30,243 | ||||
| Net income attributable to noncontrolling interest |
1,917 | 2,069 | ||||||
| Net income attributable to Genpact Limited shareholders |
$ | 29,959 | $ | 28,174 | ||||
| Net income available to Genpact Limited common shareholders |
29,959 | 28,174 | ||||||
| Earnings per common share attributable to Genpact Limited common shareholders |
||||||||
| Basic |
$ | 0.14 | $ | 0.13 | ||||
| Diluted |
$ | 0.14 | $ | 0.13 | ||||
| Weighted average number of common shares used in computing earnings per common share attributable to Genpact Limited common shareholders |
||||||||
| Basic |
214,585,598 | 217,956,146 | ||||||
| Diluted |
217,242,725 | 223,972,059 | ||||||
GENPACT LIMITED AND ITS SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
| Three months ended March 31, | ||||||||
| 2009 | 2010 | |||||||
| Operating activities |
||||||||
| Net income attributable to Genpact Limited shareholders |
$ | 29,959 | $ | 28,174 | ||||
| Adjustments to reconcile net income to net cash provided by (used for) operating activities: |
||||||||
| Depreciation and amortization |
12,366 | 13,987 | ||||||
| Amortization of debt issue costs |
149 | 116 | ||||||
| Amortization of acquired intangible assets |
7,020 | 4,303 | ||||||
| Provision for doubtful receivables |
1,858 | (1,679 | ) | |||||
| Gain on business acquisition |
— | (247 | ) | |||||
| Unrealized (gain) loss on revaluation of foreign currency asset/liability |
(2,845 | ) | (2,495 | ) | ||||
| Equity in loss of affiliates |
230 | 333 | ||||||
| Noncontrolling interest |
1,917 | 2,069 | ||||||
| Share-based compensation expense |
4,660 | 4,486 | ||||||
| Deferred income taxes |
(9,302 | ) | (1,579 | ) | ||||
| Others, net |
29 | 171 | ||||||
| Change in operating assets and liabilities: |
||||||||
| Increase in accounts receivable |
(8,101 | ) | (16,798 | ) | ||||
| Increase in other assets |
(20,689 | ) | (16,062 | ) | ||||
| (Decrease) / increase in accounts payable |
1,430 | (1,080 | ) | |||||
| Decrease in accrued expenses and other current liabilities |
(16,052 | ) | (41,670 | ) | ||||
| Increase in income taxes payable |
15,633 | 7,059 | ||||||
| Increase in other liabilities |
505 | 851 | ||||||
| Net cash provided by (used for) operating activities |
$ | 18,767 | $ | (20,061 | ) | |||
| Investing activities |
||||||||
| Purchase of property, plant and equipment |
(13,495 | ) | (25,044 | ) | ||||
| Proceeds from sale of property, plant and equipment |
648 | 132 | ||||||
| Investment in affiliates |
— | (2,000 | ) | |||||
| Purchase of short term investments |
(37,167 | ) | — | |||||
| Proceeds from sale of short term investments |
60,478 | 132,601 | ||||||
| Short term deposits placed with related party |
(49,030 | ) | — | |||||
| Redemption of short term deposits with related party |
86,823 | 9,761 | ||||||
| Payment for business acquisitions, net of cash acquired |
(20,196 | ) | (25,690 | ) | ||||
| Advance paid for business acquisition |
— | (16,347 | ) | |||||
| Net cash provided by investing activities |
$ | 28,061 | $ | 73,413 | ||||
| Financing activities |
||||||||
| Repayment of capital lease obligations |
(676 | ) | (588 | ) | ||||
| Repayment of long-term debt |
(5,000 | ) | (10,000 | ) | ||||
| Repayment of short-term borrowings |
— | (184 | ) | |||||
| Proceeds from issuance of common shares under share based compensation plans |
584 | 6,436 | ||||||
| Distribution to noncontrolling interest |
(1,792 | ) | (1,743 | ) | ||||
| Net cash used for financing activities |
$ | (6,884 | ) | $ | (6,079 | ) | ||
| Effect of exchange rate changes |
(13,286 | ) | 4,900 | |||||
| Net increase (decrease) in cash and cash equivalents |
39,944 | 47,273 | ||||||
| Cash and cash equivalents at the beginning of the period |
184,050 | 288,734 | ||||||
| Cash and cash equivalents at the end of the period |
$ | 210,708 | $ | 340,907 | ||||
| Supplementary information |
||||||||
| Cash paid during the period for interest |
$ | 1,100 | $ | 481 | ||||
| Cash paid during the period for income taxes |
$ | 13,428 | $ | 11,139 | ||||
| Property, plant and equipment acquired under capital lease obligation |
$ | 352 | $ | 222 | ||||
Reconciliation of Adjusted Non-GAAP Financial Measures to GAAP Measures
To supplement the consolidated financial statements presented in accordance with GAAP, this press release includes the following measures defined by the Securities and Exchange Commission as non-GAAP financial measures: non-GAAP adjusted income from operations, adjusted net income attributable to shareholders of Genpact Limited, or adjusted net income, and diluted adjusted earnings per share attributable to shareholders of Genpact Limited, or diluted adjusted earnings per share. These non-GAAP measures are not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for or superior to, financial measures calculated in accordance with GAAP, and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures, the financial statements prepared in accordance with GAAP and the reconciliations of Genpact’s GAAP financial statements to such non-GAAP measures should be carefully evaluated.
For its internal management reporting and budgeting purposes, Genpact’s management uses financial statements that do not include share-based compensation expense (including fringe benefit tax, or FBT thereon for Indian employees, abolished on August 18, 2009 with effect from April 1, 2009), amortization of acquired intangibles at formation in 2004 and expenses associated with the Company’s March 2010 secondary offering for financial and operational decision-making, to evaluate period-to-period comparisons or for making comparisons of Genpact’s operating results to that of its competitors. Moreover, because of varying available valuation methodologies, subjective assumptions and the variety of award types that companies can use when adopting ASC 718 “Compensation-Stock Compensation” (previously referred to as SFAS No. 123(R) “Share Based Payment”), Genpact’s management believes that providing financial statements that do not include share-based compensation allows investors to make additional comparisons between Genpact’s operating results to those of other companies. In addition, Genpact’s management believes that providing non-GAAP financial measures that exclude amortization of acquired intangibles and the expenses of the secondary offering allows investors to make additional comparisons between Genpact’s operating results to those of other companies. The Company also believes that it is unreasonably difficult to provide its financial outlook in accordance with GAAP for a number of reasons including, without limitation, the Company’s inability to predict its future share-based compensation expense under ASC 718, the amortization of intangibles associated with further acquisitions and the expenses of the secondary offering, if any. Accordingly, Genpact believes that the presentation of non-GAAP adjusted income from operations and adjusted net income, when read in conjunction with the Company’s reported results, can provide useful supplemental information to investors and management regarding financial and business trends relating to its financial condition and results of operations.
A limitation of using non-GAAP adjusted income from operations and adjusted net income versus income from operations and net income attributable to shareholders of Genpact Limited calculated in accordance with GAAP is that non-GAAP adjusted income from operations and adjusted net income excludes costs, namely, share-based compensation, that are recurring. Share-based compensation has been and will continue to be a significant recurring expense in Genpact’s business for the foreseeable future. Management compensates for this limitation by providing specific information regarding the GAAP amounts excluded from non-GAAP adjusted income from operations and adjusted net income and evaluating such non-GAAP financial measures with financial measures calculated in accordance with GAAP.
The following tables show the reconciliation of these adjusted financial measures from GAAP for the three months ended March 31, 2009 and 2010:
Reconciliation of Adjusted Income from Operations
(Unaudited)
(In thousands)
| Three months ended March 31, |
||||||||
| 2009 | 2010 | |||||||
| Income from operations as per GAAP |
$ | 33,101 | $ | 37,254 | ||||
| Add: Amortization of acquired intangible assets resulting from Formation Accounting |
6,469 | 3,524 | ||||||
| Add: Share based compensation |
4,660 | 4,486 | ||||||
| Add: FBT impact on share based compensation recovered from employees |
70 | — | ||||||
| Add: Other income |
(18 | ) | 1,094 | |||||
| Less: Equity in loss of affiliate |
(230 | ) | (333 | ) | ||||
| Less: Noncontrolling interest |
(1,917 | ) | (2,069 | ) | ||||
| Adjusted income from operations |
$ | 42,135 | $ | 43,956 | ||||
Reconciliation of Adjusted Net Income
(Unaudited)
(In thousands, except per share data)
| Three months ended March 31, |
||||||||
| 2009 | 2010 | |||||||
| Net income as per GAAP |
$ | 29,959 | $ | 28,174 | ||||
| Add: Amortization of acquired intangible assets resulting from Formation Accounting |
6,469 | 3,524 | ||||||
| Add: Share based compensation |
4,660 | 4,486 | ||||||
| Add: FBT impact on share based compensation recovered from employees |
70 | — | ||||||
| Add: Secondary offering expenses |
— | 591 | ||||||
| Less: Tax impact on amortization of acquired intangibles resulting from Formation Accounting |
(1,346 | ) | (1,208 | ) | ||||
| Less: Tax Impact on stock based compensation |
(1,586 | ) | (1,130 | ) | ||||
| Adjusted net income |
$ | 38,226 | $ | 34,437 | ||||
| Diluted adjusted earnings per share |
$ | 0.18 | $ | 0.15 | ||||