Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2017 | Nov. 03, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | VIRTUSA CORP | |
Entity Central Index Key | 1,207,074 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 29,365,400 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Mar. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 162,257 | $ 144,908 |
Short-term investments | 76,662 | 72,028 |
Accounts receivable, net of allowance of $2,666 and $1,805 at September 30, 2017 and March 31, 2017, respectively | 138,443 | 135,453 |
Unbilled accounts receivable | 65,153 | 66,122 |
Prepaid expenses | 36,790 | 32,751 |
Restricted cash | 941 | 174 |
Other current assets | 26,455 | 28,806 |
Total current assets | 506,701 | 480,242 |
Property and equipment, net | 119,047 | 118,890 |
Investments accounted for using equity method | 1,655 | 1,708 |
Long-term investments | 15,120 | 20,057 |
Deferred income taxes | 27,236 | 23,093 |
Goodwill | 211,157 | 211,089 |
Intangible assets, net | 54,119 | 58,361 |
Other long-term assets | 9,316 | 9,980 |
Total assets | 944,351 | 923,420 |
Current liabilities: | ||
Accounts payable | 22,251 | 20,514 |
Accrued employee compensation and benefits | 52,560 | 52,582 |
Deferred revenue | 9,756 | 7,479 |
Accrued expenses and other | 37,245 | 33,251 |
Current portion of long-term debt | 8,870 | |
Income taxes payable | 3,780 | 3,066 |
Total current liabilities | 125,592 | 125,762 |
Deferred income taxes | 23,562 | 26,682 |
Long-term debt, less current portion | 105,157 | 176,722 |
Long-term liabilities | 9,733 | 9,238 |
Total liabilities | 264,044 | 338,404 |
Commitments and contingencies | ||
Series A Convertible Preferred Stock: par value $0.01 per share, 108,000 shares authorized, 108,000 shares issued and outstanding at September 30, 2017; no shares authorized or issued at March 31, 2017; redemption amount and liquidation preference of $108,000 and $0 at September 30, 2017 and March 31, 2017, respectively | 106,914 | |
Stockholders' equity: | ||
Undesignated preferred stock, $0.01 par value: Authorized 5,000,000 shares at September 30, 2017 and March 31, 2017; zero shares issued and outstanding at September 30, 2017 and March 31, 2017 | ||
Common stock, $0.01 par value: Authorized 120,000,000 shares at September 30, 2017 and March 31, 2017; issued 32,151,093 and 31,762,214 shares at September 30, 2017 and March 31, 2017, respectively; outstanding 29,271,094 and 29,905,511 shares at September 30, 2017 and March 31, 2017, respectively | 322 | 318 |
Treasury stock, 2,879,999 and 1,856,703 common shares, at cost, at September 30, 2017 and March 31, 2017, respectively | (39,652) | (9,652) |
Additional paid-in capital | 316,795 | 305,387 |
Retained earnings | 247,366 | 240,728 |
Accumulated other comprehensive loss | (42,729) | (39,749) |
Total Virtusa stockholders' equity | 482,102 | 497,032 |
Noncontrolling interest in subsidiaries | 91,291 | 87,984 |
Total equity | 573,393 | 585,016 |
Total liabilities and stockholders' equity | $ 944,351 | $ 923,420 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Mar. 31, 2017 |
Consolidated Balance Sheets | ||
Accounts receivable, allowance (in dollars) | $ 2,666 | $ 1,805 |
Series A convertible preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Series A convertible preferred stock, shares authorized | 108,000 | 0 |
Series A convertible preferred stock, shares issued | 108,000 | 0 |
Series A convertible preferred stock, shares outstanding | 108,000 | 0 |
Series A convertible preferred stock, redemption amount | $ 108,000 | $ 0 |
Series A convertible preferred stock, liquidation preference | $ 108,000 | $ 0 |
Undesignated preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Undesignated preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Undesignated preferred stock, shares issued | 0 | 0 |
Undesignated preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 32,151,093 | 31,762,214 |
Common stock, shares outstanding | 29,271,094 | 29,905,511 |
Treasury stock, common shares | 2,879,999 | 1,856,703 |
Consolidated Statements of Inco
Consolidated Statements of Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Consolidated Statements of Income (Loss) | ||||
Revenue | $ 248,174 | $ 210,089 | $ 475,519 | $ 415,560 |
Costs of revenue | 178,404 | 152,369 | 344,683 | 305,929 |
Gross profit | 69,770 | 57,720 | 130,836 | 109,631 |
Operating expenses: | ||||
Selling, general and administrative expenses | 59,491 | 54,183 | 114,487 | 107,943 |
Income from operations | 10,279 | 3,537 | 16,349 | 1,688 |
Other income (expense): | ||||
Interest income | 928 | 735 | 1,932 | 2,029 |
Interest expense | (1,413) | (1,892) | (3,071) | (3,737) |
Foreign currency transaction gains (losses) | (1,480) | 2,030 | (1,557) | (1,550) |
Other, net | 778 | 545 | 884 | 551 |
Total other income (expense) | (1,187) | 1,418 | (1,812) | (2,707) |
Income (loss) before income tax expense | 9,092 | 4,955 | 14,537 | (1,019) |
Income tax expense | 1,500 | 499 | 2,298 | 35 |
Net income (loss) | 7,592 | 4,456 | 12,239 | (1,054) |
Less: net income attributable to noncontrolling interests, net of tax | 2,824 | 1,242 | 3,813 | 1,988 |
Net income (loss) available to Virtusa stockholders | 4,768 | 3,214 | 8,426 | (3,042) |
Less: Series A Convertible Preferred Stock dividends and accretion | 1,087 | 1,788 | ||
Net income (loss) available to Virtusa common stockholders | $ 3,681 | $ 3,214 | $ 6,638 | $ (3,042) |
Basic earnings (loss) per share (in dollars per share) | $ 0.13 | $ 0.11 | $ 0.23 | $ (0.10) |
Diluted earnings (loss) per share (in dollars per share) | $ 0.12 | $ 0.11 | $ 0.22 | $ (0.10) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Consolidated Statements of Comprehensive Income (Loss) | ||||
Net income (loss) | $ 7,592 | $ 4,456 | $ 12,239 | $ (1,054) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 821 | 1,860 | 4,426 | (3,202) |
Pension plan adjustment | 47 | 292 | 92 | 316 |
Unrealized gain (loss) on available-for-sale securities, net of tax | (95) | (394) | 204 | (164) |
Unrealized gain (loss) on effective cash flow hedges, net of tax | (4,153) | 3,436 | (8,208) | 4,589 |
Other comprehensive income (loss) | (3,380) | 5,194 | (3,486) | 1,539 |
Comprehensive income | 4,212 | 9,650 | 8,753 | 485 |
Less: comprehensive income attributable to noncontrolling interest, net of tax | 2,045 | 2,636 | 3,307 | 1,540 |
Comprehensive income (loss) available to Virtusa stockholders | $ 2,167 | $ 7,014 | $ 5,446 | $ (1,055) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 12,239 | $ (1,054) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 13,646 | 12,479 |
Share-based compensation expense | 10,930 | 12,275 |
Provision for doubtful accounts | 723 | 417 |
Gain on disposal of property and equipment | (49) | (110) |
Foreign currency transaction losses, net | 1,557 | 1,550 |
Amortization of discounts and premiums on investments | 185 | 703 |
Amortization of debt issuance cost | 565 | 565 |
Net change in operating assets and liabilities: | ||
Accounts receivable and unbilled receivable | (4,492) | 8,380 |
Prepaid expenses and other current assets | (4,450) | 639 |
Other long-term assets | (815) | 4,724 |
Accounts payable | 740 | (2,346) |
Accrued employee compensation and benefits | (579) | (12,427) |
Accrued expenses and other current liabilities | 4,712 | (1,667) |
Income taxes payable | (3,586) | (7,654) |
Other long-term liabilities | (1,494) | (5,516) |
Net cash provided by operating activities | 29,832 | 10,958 |
Cash flows from investing activities: | ||
Proceeds from sale of property and equipment | 180 | 2,499 |
Purchase of short-term investments | (50,549) | (46,513) |
Proceeds from sale or maturity of short-term investments | 62,829 | 76,533 |
Purchase of long-term investments | (12,273) | (23,113) |
Proceeds from sale or maturity of long-term investments | 6,222 | |
(Increase) decrease in restricted cash | (799) | 92,646 |
Business acquisition, net of cash acquired | (600) | (3,460) |
Purchase of property and equipment | (8,195) | (8,791) |
Net cash (used in) provided by investing activities | (9,407) | 96,023 |
Cash flows from financing activities: | ||
Proceeds from exercise of common stock options | 2,717 | 752 |
Proceeds from exercise of subsidiary stock options | 196 | 340 |
Payment of debt | (81,000) | (5,000) |
Payments of withholding taxes related to net share settlements of restricted stock | (2,431) | (3,480) |
Series A Convertible Preferred Stock proceeds, net of issuance costs of $1,154 | 106,846 | |
Repurchase of common stock | (30,000) | |
Payment of contingent consideration related to acquisitions | (830) | |
Acquisition of noncontrolling interest | (89,147) | |
Principal payments on capital lease obligation | (124) | (73) |
Payment of dividend on Series A Convertible Preferred Stock | (1,035) | |
Net cash used in financing activities | (4,831) | (97,438) |
Effect of exchange rate changes on cash and cash equivalents | 1,755 | 368 |
Net increase in cash and cash equivalents | 17,349 | 9,911 |
Cash and cash equivalents, beginning of period | 144,908 | 148,986 |
Cash and cash equivalents, end of period | $ 162,257 | $ 158,897 |
Consolidated Statements of Cas7
Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands | 6 Months Ended |
Sep. 30, 2017USD ($) | |
Series A Convertible Preferred Stock Member | |
Issuance costs | $ 1,154 |
Nature of the Business
Nature of the Business | 6 Months Ended |
Sep. 30, 2017 | |
Nature of the Business | |
Nature of the Business | (1) Nature of the Business Virtusa Corporation (the “Company”, “Virtusa”, “we”, “us” or “our”) is a global provider of information technology (“IT”) consulting and outsourcing services that accelerate business outcomes for our clients. We support Forbes Global 2000 clients across large, consumer facing industries like Banking & Financial Services, Insurance, Healthcare, Communications, and Media & Entertainment, as they look to improve their business performance through accelerating revenue growth, delivering compelling consumer experiences, improving operational efficiencies, and lowering overall IT costs. We provide services across the entire spectrum of the IT services lifecycle, from strategy & consulting, to technology & user experience (“UX”) design, development of IT applications, systems integration, testing & business assurance, and maintenance and support services, including infrastructure and managed services. Our services leverage our distinctive consulting approach and unique platforming methodology to transform our clients’ businesses through the innovative use of technology and domain knowledge to solve critical business problems. Our services enable our clients to accelerate business outcomes by consolidating, rationalizing and modernizing their core customer-facing processes into one or more core systems. We deliver cost-effective solutions through a global delivery model, applying advanced methods such as Agile, an industry standard technique designed to accelerate application development. We also use our consulting methodology, which we refer to as Accelerated Solution Design (“ASD”), which is a collaborative decision-making and design process performed with the client, to ensure our solutions meet the client’s specifications and requirements. Our industry leading business transformational solutions combine deep domain expertise with our strengths in software engineering and business consulting to support our clients’ business imperative initiatives across business growth and IT operations. Headquartered in Massachusetts, we have offices in the United States, Canada, the United Kingdom, the Netherlands, Germany, Switzerland, Sweden, Austria, the United Arab Emirates, Hong Kong, Japan, Australia and New Zealand, with global delivery centers in India, Sri Lanka, Hungary, Singapore and Malaysia, as well as near shore delivery centers in the United States. |
Unaudited Interim Financial Inf
Unaudited Interim Financial Information | 6 Months Ended |
Sep. 30, 2017 | |
Unaudited Interim Financial Information | |
Unaudited Interim Financial Information | (2) Unaudited Interim Financial Information Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared by the Company in accordance with U.S. generally accepted accounting principles and Article 10 of Regulation S-X under the Securities and Exchange Act of 1934, as amended, and should be read in conjunction with the Company’s audited consolidated financial statements (and notes thereto) for the fiscal year ended March 31, 2017 included in the Company’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission, or SEC, on May 26, 2017. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States have been condensed or omitted pursuant to such SEC rules and regulations. In the opinion of the Company’s management, all adjustments considered necessary for a fair presentation of the accompanying unaudited consolidated financial statements have been included, and all material adjustments are of a normal and recurring nature. Operating results for the interim periods are not necessarily indicative of results that may be expected to occur for the entire fiscal year. Principles of Consolidation The accompanying financial statements have been prepared on a consolidated basis and reflect the financial statements of Virtusa Corporation and all of its subsidiaries that are directly or indirectly 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. For those majority-owned subsidiaries that are not 100% owned by the Company, the interests of the minority owners are accounted for as noncontrolling interests. The consolidated financial statements reflect the accounts of the Company and its direct and indirect subsidiaries: Virtusa Consulting Services Private Limited, Virtusa Software Services Private Limited, Virtusa Technologies (India) Private Limited, Polaris Consulting & Services Limited and Optimus Global Services Limited, each organized and located in India; Virtusa (Private) Limited, organized and located in Sri Lanka; Virtusa UK Limited and Polaris Consulting & Services Limited, each organized and located in the United Kingdom; Virtusa US LLC, Virtusa Securities Corporation, a Massachusetts securities corporation and Apparatus, Inc. organized and located in Indiana, each organized and located in the United States; Virtusa International, B.V., Virtusa C.V., Virtusa Netherlands Cooperatief U.A. and Polaris Software Lab B.V., each organized and located in the Netherlands; Virtusa Hungary Kft. and Polaris Consulting & Services, Kft., each organized and located in Hungary; Virtusa Germany GmbH and Polaris Software Lab GmbH, each organized and located in Germany; Virtusa Switzerland GmbH and Polaris Consulting & Services SA, each organized and located in Switzerland; Virtusa Singapore Private Limited and Polaris Consulting & Services Pte Limited, each organized and located in Singapore; Virtusa Malaysia Private Limited Company and Polaris Consulting & Services, SND BHD, each organized and located in Malaysia; Virtusa Austria GmbH, organized and located in Austria; Virtusa Philippines Inc., organized and located in the Philippines; TradeTech Consulting Scandinavia AB, organized and located in Sweden; Virtusa Canada, Inc. and Polaris Consulting & Services Inc, each organized and located in Canada; Polaris Consulting & Services Ireland Limited, organized and located in Ireland; Polaris Consulting & Services Japan K.K., organized and located in Japan; Polaris Consulting & Services Pty Ltd., organized and located in Australia; Polaris Consulting & Services FZ-LLC, organized and located in United Arab Emirates; and Polaris Software Lab (Shanghai) Limited, organized and located in China. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including the recoverability of tangible assets, disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. Management re-evaluates these estimates on an ongoing basis. The most significant estimates relate to the recognition of revenue and profits based on the percentage of completion method of accounting for fixed-price contracts, share-based compensation, income taxes, including reserves for uncertain tax positions, deferred taxes and liabilities, intangible assets, contingent consideration and valuation of financial instruments including derivative contracts and investments. Management bases its estimates on historical experience and on various other factors and assumptions that are believed to be reasonable under the circumstances. The actual amounts may vary from the estimates used in the preparation of the accompanying consolidated financial statements. Fair Value of Financial Instruments At September 30, 2017 and March 31, 2017, the carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, unbilled accounts receivable, restricted cash, accounts payable, accrued employee compensation and benefits, other accrued expenses and long-term debt, approximate their fair values due to the nature of the items. See Note 5 of the notes to our financial statements for a discussion of the fair value of the Company’s other financial instruments. Recent accounting pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for the Company on April 1, 2018. Early application is permitted but not before periods beginning on or after January 1, 2017. In March, April and May 2016, the FASB issued updates to the new revenue standard to clarify the implementation guidance on principal versus agent considerations for reporting revenue gross versus net, identifying performance obligations, accounting for licenses of intellectual property, transition, contract modifications, collectability, non-cash consideration and presentation of sales and other similar taxes with the same effective date. The standard permits the use of either the retrospective or cumulative effect transition method. The Company plans to adopt the standard using the modified retrospective method when it becomes effective for the Company in the first quarter of fiscal 2019. The Company’s project team is finalizing its review of existing customer contracts and current accounting policies to identify and assess the potential differences that would result from applying the requirements of the new standard. The Company is also in the process of identifying and implementing changes to the Company’s processes to meet the reporting and disclosure requirements. Overall, the Company believes that its implementation efforts are progressing as planned to allow a timely implementation. In January 2016, the FASB issued an update (ASU 2016-01) to the standard on financial instruments. The update significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. The update also amends certain disclosure requirements. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Upon adoption, entities will be required to make a cumulative-effect adjustment to the statement of financial position as of the beginning of the first reporting period in which the guidance is effective. However, the specific guidance on equity securities without readily determinable fair value will apply prospectively to all equity investments that exist as of the date of adoption. Early adoption of certain sections of this update is permitted. Based on the Company’s current investment portfolio, the adoption of this guidance is not expected to have a material impact on the consolidated financial statements. In February 2016, the FASB issued as update (ASU 2016-02) to the standard on leases to increase transparency and comparability among organizations. The new standard replaces the existing guidance on leases and requires the lessee to recognize a right-of-use asset and a lease liability for all leases with lease terms equal to or greater than twelve months. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee would recognize total lease expense on a straight-line basis. For public business entities this standard is effective for the annual periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption of this new standard is permitted. Entities will be required to use a modified retrospective transition which provides for certain practical expedients. The Company is currently evaluating the effect the new standard will have on its consolidated financial statements and related disclosures. In March 2016, the FASB issued an update (ASU 2016-09) to the standard on Compensation- Stock Compensation, which simplifies several aspects of the accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Upon adoption, entities will be required to apply a modified retrospective, prospective or retrospective transition method depending on the specific section of the guidance being adopted. The Company adopted this guidance effective April 1, 2017 and the following describe the results of adoption: · The Company prospectively recognized tax benefits of $872 and $1,150 in the income tax expense line item of its consolidated statements of income (loss) in the three and six months ended September 30, 2017 related to excess tax benefits on stock options; · The Company changed its accounting policy from estimated forfeitures to actual forfeitures effective April 1, 2017. The cumulative impact of the change in the accounting policy did not have a material impact on the consolidated financial statements, therefore prior period amounts have not been restated; · The Company elected to adopt cash flow presentation of excess tax benefits retrospectively where these benefits are classified along with other income tax cash flows as operating cash flows. Accordingly, prior period amounts in the consolidated statement of cash flows have been restated; · The Company adopted cash flow presentation of taxes paid when an employer withholds shares for tax-withholding purposes retrospectively and classified as a financing activity in the Company’s statement of cash flows. Accordingly, prior period amounts have been restated; · The remaining amendments to this standard, as noted above, are either not applicable, or do not change the Company’s current accounting practices and thus do not impact its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Measurement of Credit Losses on Financial Instruments, which modifies the measurement of expected credit losses of certain financial instruments. This standard update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effect of this new standard will have on its consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230). This update is intended to reduce diversity in practice in how certain cash receipts and payments are classified in the statement of cash flows. This standard update addresses eight specific cash flow issues, including debt prepayment or extinguishment costs, the settlement of contingent liabilities arising from a business combination, proceeds from insurance settlements, and distributions from certain equity method investees. The guidance is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. The guidance requires application using a retrospective transition method. The adoption of this guidance is not expected to have a material impact on the consolidated financial statements. In October 2016, the FASB issued ASU 2016-16, an update to the standard on income taxes. This new standard requires the recognition of current and deferred income taxes when an intra-entity transfer of assets other than inventory occurs. The update is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2017. Early adoption is permitted in the first interim period. Upon adoption, the entities will be required to use a modified retrospective transition approach. The adoption of this guidance is not expected to have a material impact on the consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Restricted Cash (Topic 230), which is intended to reduce diversity in practice on how changes in restricted cash are classified and presented in the statement of cash flows. This ASU requires amounts generally described as restricted cash to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The guidance is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. The amendments in this update should be applied using a retrospective transition method to each period presented. The adoption of this guidance will impact the Company’s presentation of cash and cash equivalents. As of September 30, 2017 and March 31, 2017, the Company’s restricted cash was $975 and $178, respectively. In January 2017, the FASB issued ASU 2017-01, an update on business combinations, which clarifies the definition of a business. The update requires a business to include at least an input and a substantive process that together significantly contribute to the ability to create outputs. The update also states that the definition of a business is not met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. The update is effective for fiscal years, and interim periods within those fiscal years, beginning after January 1, 2018. Upon adoption, entities will be required to apply the update prospectively. The adoption of this guidance is not expected to have a material impact on the consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, an update on goodwill, which eliminates the need to calculate the implied fair value of goodwill when an impairment is indicated. The update states that goodwill impairment is measured as the excess of a reporting unit’s carrying value over its fair value, not to exceed the carrying amount of goodwill. The update is effective for fiscal years, and interim periods within those fiscal years, beginning after January 1, 2020. Early adoption is permitted for any impairment tests performed after January 1, 2017. The Company is currently evaluating the impact of the new guidance on the consolidated financial statements. In March 2017, the FASB issued ASU 2017-07, a guidance on presentation of net periodic pension cost and net periodic postretirement benefit cost. The new standard requires that an employer disaggregate the service costs components of net benefit cost. The employer is required to report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component, such as in other income and expense. The guidance is effective for fiscal years beginning after December 15, 2017. The adoption of this guidance is not expected to have a material impact on the consolidated financial statements. The Company’s current presentation of service cost components is consistent with the requirements of the new standard. Upon adoption of the new standard, the Company expects to present the other components within other (income) expense. In March 2017, FASB issued ASU 2017-08, “Receivables-Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities.” The amendments in this update shorten the amortization period for certain callable debt securities that are held at a premium. The amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount, which would be amortized to maturity. This ASU is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2018, which for us is the first quarter ending December 31, 2019. Early adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on the consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting, an update that provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting under ASC 718, Compensation — Stock Compensation. Under the amendments in ASU 2017-09, an entity should account for the effects of a modification unless all of the following criteria are met: 1) the fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified — if the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification; 2) the vesting conditions of the modified award are the same as the conditions of the original award immediately before the original award is modified; 3) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The standard is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued. The adoption of this guidance is not expected to have a material impact on the consolidated financial statements. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently evaluating the effect the new standard will have on its consolidated financial statements and related disclosures. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. These amendments are intended to better align a company’s risk management strategies and financial reporting for hedging relationships. Under the new guidance, more hedging strategies will be eligible for hedge accounting and the application of hedge accounting is simplified. In addition, the new guidance amends presentation and disclosure requirements. The guidance is effective for fiscal years beginning after December 15, 2018 with early adoption permitted, including the interim periods within those years. The guidance requires the use of a modified retrospective approach. The Company is currently evaluating the effect the new standard will have on its consolidated financial statements and related disclosures. |
Earnings (loss) per Share
Earnings (loss) per Share | 6 Months Ended |
Sep. 30, 2017 | |
Earnings (loss) per Share | |
Earnings (loss) per Share | (3) Earnings (loss) per Share Basic earnings (loss) per share (“EPS”) is computed by dividing net income, less any dividends and accretion of issuance cost on the Series A Convertible Preferred Stock by the weighted average number of shares of common stock outstanding for the period. In computing diluted EPS, the Company adjusts the numerator used in the basic EPS computation, subject to anti-dilution requirements, to add back the dividends (declared or cumulative undeclared) applicable to the Series A Convertible Preferred Stock. Such add-back would also include any adjustments to equity in the period to accrete the Series A Convertible Preferred Stock to its redemption price. The Company adjusts the denominator used in the basic EPS computation, subject to anti-dilution requirements, to include the dilution from potential shares resulting from the issuance of restricted stock units, unvested restricted stock and stock options along with the conversion of the Series A Convertible Preferred Stock to common stock. The following table sets forth the computation of basic and diluted EPS for the periods set forth below: The components of basic earnings (loss) per share are as follows: Three Months Ended Six Months Ended 2017 2016 2017 2016 Numerator: Net income (loss) available to Virtusa stockholders $ $ $ $ ) Less: Series A Convertible Preferred Stock dividends and accretion — — Net income (loss) available to Virtusa common stockholders ) Denominator: Basic weighted average common shares outstanding Basic earnings (loss) per share $ $ $ $ ) The components of diluted earnings (loss) per share are as follows: Three Months Ended Six Months Ended 2017 2016 2017 2016 Numerator: Net income (loss) available to Virtusa common stockholders $ $ $ $ ) Add: Series A Convertible Preferred Stock dividends and accretion — — — — Net income (loss) available to Virtusa common stockholders ) Denominator: Basic weighted average common shares outstanding Dilutive effect of Series A Convertible Preferred Stock — — — — Dilutive effect of employee stock options and unvested restricted stock awards and restricted stock units — Dilutive effect of stock appreciation rights — — — Weighted average shares-diluted Diluted earnings (loss) per share $ $ $ $ ) During the three months ended September 30, 2017 and 2016, unvested restricted stock awards and unvested restricted stock units issuable for, and options to purchase 58,720 and 658,176 shares of common stock, respectively, were excluded from the calculations of diluted earnings per share as their effect would have been anti-dilutive. For the three months ended September 30, 2017, the 3,000,000 weighted average shares of the Series A Convertible Preferred Stock, on an as converted basis, were excluded from diluted earnings per share as their effect would have been anti-dilutive using the if-converted method. During the six months ended September 30, 2017 and 2016, unvested restricted stock awards and unvested restricted stock units issuable for, and options to purchase 172,491 and zero shares of common stock, respectively, were excluded from the calculations of diluted earnings per share as their effect would have been anti-dilutive. For the six months ended September 30, 2017, the 2,456,044 weighted average shares of the Series A Convertible Preferred Stock, on an as converted basis, were excluded from diluted earnings per share as their effect would have been anti-dilutive using the if-converted method. |
Investment Securities
Investment Securities | 6 Months Ended |
Sep. 30, 2017 | |
Investment Securities | |
Investment Securities | (4) Investment Securities At September 30, 2017 and March 31, 2017, all of the Company’s investment securities were classified as available-for-sale and were carried on its balance sheet at their fair market value. A fair market value hierarchy based on three levels of inputs was used to measure each security (See Note 5 of the notes to our financial statements for a discussion of the fair value of the Company’s other financial instruments.). The following is a summary of investment securities at September 30, 2017: Amortized Gross Gross Fair Available-for-sale securities: Corporate bonds: Current $ $ $ ) Non-current ) Preference shares: Current — — — Non-current — ) Agency and short-term notes: Current — ) Non-current — — — — Mutual funds: Current — Commercial paper: Current — — Equity Shares/ Options: Non-current Time deposits: Current — — Total available-for-sale securities $ $ $ ) $ The following is a summary of investment securities at March 31, 2017: Amortized Gross Gross Fair Available-for-sale securities: Corporate bonds: Current $ $ $ ) $ Non-current ) Preference shares: Current — ) Non-current — ) Agency and short-term notes: Current — ) Non-current — ) Mutual funds: Current — Commercial paper: Current — — Equity Shares/ Options: Non-current Time deposits: Current — — Total available-for-sale securities $ $ $ ) $ The Company evaluates investments with unrealized losses to determine if the losses are other than temporary. The Company has determined that the gross unrealized losses at September 30, 2017 and March 31, 2017 are temporary. In making this determination, the Company considered the financial condition, credit ratings and near-term prospects of the issuers, the underlying collateral of the investments, and the magnitude of the losses as compared to the cost and the length of time the investments have been in an unrealized loss position. Additionally, while the Company classifies the securities as available for sale, the Company does not currently intend to sell such investments and it is more likely than not the Company will not be required to sell such investments prior to the recovery of their carrying value. Proceeds from sales of available-for-sale investment securities and the gross gains and losses that have been included in earnings as a result of those sales were as follows: Three Months Ended Six Months Ended 2017 2016 2017 2016 Proceeds from sales of available-for-sale investment securities $ $ $ $ Gross gains $ $ $ $ Gross losses ) — ) — Net realized gains on sales of available-for-sale investment securities $ $ $ $ |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Sep. 30, 2017 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | (5) Fair Value of Financial Instruments The Company uses a framework for measuring fair value under U.S. generally accepted accounting principles and enhanced disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The Company’s financial assets and liabilities reflected in the consolidated financial statements at carrying value include marketable securities and other financial instruments which approximate fair value. Fair value for marketable securities is determined using a market approach based on quoted market prices at period end in active markets. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: · Level 1—Quoted prices in active markets for identical assets or liabilities. · Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. · Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis at September 30, 2017: Level 1 Level 2 Level 3 Total Assets: Investments: Available-for-sales securities—current $ — $ $ — $ Available-for-sales securities—non-current — — Foreign currency derivative contracts — — Interest Rate Swap Contracts — — Total assets $ — $ $ — $ Liabilities: Foreign currency derivative contracts $ — $ $ — Contingent consideration — Total liabilities $ — $ $ $ The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis at March 31, 2017: Level 1 Level 2 Level 3 Total Assets: Investments: Available-for-sales securities—current $ — $ $ — $ Available-for-sales securities—non-current — — Foreign currency derivative contracts — — Interest Rate Swap Contracts — — Total assets $ — $ $ — $ Liabilities: Foreign currency derivative contracts $ — $ — $ — — Interest Rate Swap Contracts — — — — Total liabilities $ — $ — $ — $ — The Company determines the fair value of the contingent consideration related to the Company’s acquisition of a small consulting company based on the probability of attaining a specific contract renewal target. See Note 7 of the notes to our financial statements included herein for a description of this acquisition. The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities at September 30, 2017. Level 3 Balance at April 1, 2017 $ — Contingent consideration arising from acquisition (See Note 7) Payments made during the period — Balance at September 30, 2017 $ |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Sep. 30, 2017 | |
Derivative Financial Instruments | |
Derivative Financial Instruments | (6) Derivative Financial Instruments The Company evaluates its foreign exchange policy on an ongoing basis to assess its ability to address foreign exchange exposures on its consolidated balance sheets, statements of income and consolidated statement of cash flows from all foreign currencies, including most significantly the U.K. pound sterling, Indian rupee and Sri Lankan rupee. The Company enters into hedging programs with highly rated financial institutions in accordance with its foreign exchange policy (as approved by the Company’s audit committee and board of directors) which permits hedging of material, known foreign currency exposures. There is no margin required, no cash collateral posted or received by us related to our foreign exchange forward contracts. Currently, the Company maintains four hedging programs, each with varying contract types, duration and purposes. The Company’s “Cash Flow Program” is designed to mitigate the impact of volatility in the U.S. dollar equivalent of the Company’s Indian rupee denominated expenses over a rolling 18-month period. The Cash Flow Program transactions currently meet the criteria for hedge accounting as cash flow hedges. In addition, as part of the Polaris acquisition, the Company has assumed a cash flow program designed to mitigate the impact of the volatility of the translation of Polaris U.S. dollar denominated revenue into Indian rupees over a rolling 18 month period (“Polaris Cash Flow Program”). These cash flow hedges meet the criteria for hedge accounting as cash flow hedges. The Company’s “Balance Sheet Program” involves the use of 30-day derivative instruments designed to mitigate the monthly impact of foreign exchange gains/losses on certain intercompany balances and payments. The Company’s Balance Sheet Program is currently inactive. The Company’s “Economic Hedge Program” involves the purchase of derivative instruments with maturities of up to 92 days, and is designed to mitigate the impact of foreign exchange on U.K. pound sterling, the euro and Swedish krona denominated revenue and costs with respect to the quarter for which such instruments are purchased. The Balance Sheet Program and the Economic Hedge Program are treated as economic hedges as these programs do not meet the criteria for hedge accounting and all gains and losses are recognized in consolidated statement of income under the same line item as the underlying exposure being hedged. The Company is exposed to credit losses in the event of non-performance by the counterparties on its financial instruments. All counterparties currently have investment grade credit ratings. The Company anticipates that these counterparties will be able to fully satisfy their obligations under the contracts. The Company has derivative contracts with five counterparties as of September 30, 2017. The Company’s agreements with its counterparties contain provisions pursuant to which the Company could be declared in default of its derivative obligations. As of September 30, 2017, the Company had not posted any collateral related to these agreements. If the Company had breached any of these provisions as of September 30, 2017, it could have been required to settle its obligations under these agreements at amounts which approximate the September 30, 2017 fair values reflected in the table below. During the three months ended September 30, 2017, the Company was not in default of any of its derivative obligations. Changes in fair value of the designated cash flow hedges for our Cash Flow Program as well as the Polaris Cash Flow Program are recorded as a component of accumulated other comprehensive income (loss) (“AOCI”), net of tax until the forecasted hedged transactions occur and are then recognized in the consolidated statements of income in the same line item as the item being hedged. The Company evaluates hedge effectiveness at the time a contract is entered into, as well as on an ongoing basis. If and when hedge relationships are discontinued, and should the forecasted transaction be deemed probable of not occurring by the end of the originally specified period or within an additional two-month period of time thereafter, any related derivative amounts recorded in equity are reclassified to earnings in other income (expense). There were no amounts reclassified to earnings as a result of hedge ineffectiveness for the six month ended September 30, 2017 and 2016. Changes in the fair value of the hedges for the Balance Sheet Program and the Economic Hedge Program, if any, are recognized in the same line item as the underlying exposure being hedged and the ineffective portion of cash flow hedges, if any, is recognized as other income (expense). The Company values its derivatives based on market observable inputs including both forward and spot prices for currencies. Any significant change in the forward or spot prices for hedged currencies would have a significant impact on the value of the Company’s derivatives. The U.S. dollar notional value of all outstanding foreign currency derivative contracts was $117,758 and $153,435 at September 30, 2017 and March 31, 2017, respectively. Unrealized net gains related to these contracts which are expected to be reclassified from AOCI to earnings during the next 12 months were $5,668 at September 30, 2017. At September 30, 2017, the maximum outstanding term of any derivative instrument was 15 months. The Company also uses interest rate swaps to mitigate the Company’s interest rate risk on the Company’s variable rate debt. The Company’s objective is to limit the variability of cash flows associated with changes in LIBOR interest rate payments due on the Credit Agreement by using pay-fixed, receive-variable interest rate swaps to offset the future variable rate interest payments. The Company will recognize these transactions in accordance with ASC 815 “Derivatives and Hedging,” and have designated the swaps as cash flow hedges. The Interest Rate Swap Agreements have an effective date of July 31, 2017 and a maturity date of July 31, 2020. The swaps have an aggregate notional amount of $92,500 and, with the pre-payment of $81,000 of principal on our existing debt, hedge approximately 85% of the Company’s outstanding debt balance as of September 30, 2017. The notional amount of the swaps amortizes over the three swap periods. The Interest Rate Swap agreements require the Company to make monthly fixed interest rate payments based on the amortized notional amount at a blended weighted average rate of 1.025% and the Company will receive 1-month LIBOR on the same notional amounts. The counterparties to the Interest Rate Swap Agreements could demand an early termination of the 2016 Swap Agreements if the Company is in default under the Credit Agreement, or any agreement that amends or replaces the Credit Agreement in which the counterparty is a member, and the Company is unable to cure the default. An event of default under the Credit Agreement includes customary events of default and failure to comply with financial covenants, including a maximum consolidated leverage ratio commencing on December 31, 2016, of not more than 3.25 to 1.00 for the first year of the Credit Agreement, of not more than 3.00 to 1.00 for the second year of the Credit Agreement, and 2.75 to 1.00 thereafter, each as determined for the four consecutive quarter period ending on each fiscal quarter and a minimum consolidated fixed charge coverage ratio of 1.25 to 1.00. As of September 30, 2017, the Company was in compliance with these covenants. The unrealized gain associated with the 2016 Swap Agreement was $1,571 and 1,842 at September 30, 2017 and March 31, 2017, respectively, which represents the estimated amount that the Company would receive from the counterparties in the event of an early termination. The following table sets forth the fair value of derivative instruments included in the consolidated balance sheets at September 30, 2017 and March 31, 2017: Derivatives designated as hedging instruments September 30, 2017 March 31, 2017 Foreign currency exchange contracts: Other current assets $ $ Other long-term assets $ $ Accrued expenses and other $ $ — Long-term liabilities $ — $ — September 30, 2017 March 31, 2017 Interest rate swap contracts: Other long-term assets $ $ The following tables set forth the effect of the Company’s foreign currency exchange contracts and interest rate swap contracts on the consolidated financial statements of the Company for the three and six months ended September 30, 2017 and 2016: Amount of Gain or (Loss) Recognized in AOCI on Derivative Derivatives Designated as Cash Flow Three Months Ended September 30, Six Months Ended September 30, Hedging Relationships 2017 2016 2017 2016 Foreign currency exchange contracts $ $ $ $ Interest rate swaps $ $ ) $ ) $ ) Location of Gain Reclassified Amount of Gain Reclassified from AOCI into Income from AOCI into Income (Effective Three Months Ended September 30, Six Months Ended September 30, Portion) 2017 2016 2017 2016 Revenue $ $ $ $ Costs of revenue $ $ $ $ Operating expenses $ $ $ $ Interest expense $ $ — $ $ — Amount of Gain or (Loss) Recognized in Income on Derivatives Derivatives not Designated Location of Gain or (Loss) Three Months Ended Six Months Ended as Hedging Instrument Recognized in Income on Derivatives 2017 2016 2017 2016 Foreign currency exchange contracts Foreign currency transaction gains (losses) $ — $ — $ — $ ) Revenue $ ) $ ) $ ) $ Costs of revenue $ $ $ $ ) Selling, general and administrative expenses $ $ $ $ ) |
Acquisitions
Acquisitions | 6 Months Ended |
Sep. 30, 2017 | |
Acquisitions | |
Acquisitions | (7) Acquisitions On March 3, 2016, pursuant to a share purchase agreement (the “SPA”), dated as of November 5, 2015, by and among Virtusa Consulting Services Private Limited (“Virtusa India”), a subsidiary of the Company, Polaris Consulting & Services Limited (“Polaris”) and the Promoter Sellers named therein, as amended, the Company completed the purchase of 53,133,127 shares, or approximately 51.7% of the fully-diluted capitalization of Polaris from certain Polaris shareholders for approximately $168,257 (Indian rupees 11,391,365) in cash (the “Polaris SPA Transaction”). In addition, on April 6, 2016, Virtusa India completed an unconditional mandatory open offer with successful tender to purchase an additional 26% of the fully diluted outstanding shares of Polaris common stock from Polaris’ public shareholders. The mandatory open offer was conducted in accordance with requirements of the Securities and Exchange Board of India (“SEBI”) and the applicable Indian rules on takeovers. Virtusa India purchased 26,719,942 shares of Polaris common stock for an aggregate purchase price of approximately $89,147 (Indian rupees 5,935,260). Pursuant to the mandatory open offer, during the fiscal year ended March 31, 2016, the Company transferred $89,220 into an escrow account in accordance with the India takeover rules, which was recorded as restricted cash at March 31, 2016, and the mandatory open offer closed on April 6, 2016. On April 6, 2016, the restricted cash was released from the escrow account and used for settlement for the mandatory open offer. Upon the closing of the mandatory offering, Virtusa’s ownership interest in Polaris increased from approximately 51.7% to 77.7% of Polaris’ fully diluted shares of common stock outstanding, and from approximately 52.9% to 78.8% of Polaris’ basic shares of common stock outstanding. Under applicable Indian rules on takeovers, Virtusa India was required to sell within one year of the settlement of the unconditional mandatory offer its shares of common stock in Polaris in excess of 75% of the basic outstanding shares of common stock of Polaris. In order to comply with the applicable Indian rules on takeovers, during the three months ended December 31, 2016, the Company sold 3.7% of its shares of Polaris common stock through a public offering. The sale offer closed on December 14, 2016, and the Company received approximately $7,645 in proceeds, net of $188 in brokerage fees and taxes. In addition to these costs, the Company incurred additional costs of $409 towards professional and legal fees and expense. The Company’s ownership interest in Polaris prior to the sale offer was 78.6% of the outstanding shares of common stock, and upon the closing of the sale offer, the Company’s ownership interest decreased from 78.6% to 74.9% of Polaris’ basic shares of common stock outstanding. As of September 30, 2017 the Company has 74.4% of ownership interest on Polaris basic shares of common stock. In accordance with ASC 810-10, changes in a parent’s ownership, while retaining its financial controlling interest, are accounted for as equity transactions. On October 26, 2017, the Company announced its intention to commence through its Indian subsidiary, Virtusa India, a process that could lead to the delisting of its Indian subsidiary, Polaris, from all stock exchanges on which Polaris’ ordinary shares are listed. Under applicable Indian laws, Polaris can be delisted by the acquisition of ordinary shares of Polaris if such acquisition would result in the equity interest of Virtusa India and its affiliates in Polaris being at least equal to or higher than 90% of the total ordinary shares issued by Polaris and satisfaction of certain other applicable regulatory conditions (“Minimum Tender Condition”). Currently, Virtusa India holds approximately 74.4% of the total outstanding shares of Polaris. The proposed delisting is subject to certain conditions, including the satisfaction of the Minimum Tender Condition, the approval of the Polaris shareholders (excluding shares held by Virtusa India) and regulatory approvals. If consummated, the purchase of the ordinary shares of Polaris will be carried out at a price to be determined through the reverse book building process in accordance with the applicable Securities and Exchange Board of India (“SEBI”) delisting regulations. Virtusa India and its affiliates have the right not to purchase the offered shares if the final price discovered through the above process is not acceptable to Virtusa. In accordance with ASC 810-10, changes in a parent’s ownership, while retaining its financial controlling interest are accounted for as equity transactions. Therefore, should the Company decide to purchase additional shares through its Indian subsidiary, it would result in a reduction of minority interest and an increase to the Company’s equity. On June 29, 2017, the Company acquired certain assets of a small consulting company located in India. The purchase price was approximately $750 payable in cash subject to a holdback payment of $50 after one year and a payment of $100 in earn-out consideration after two years based on certain achievement. The purchase price allocation was as follows: goodwill of $150 and customer relationships of $600. |
Series A Convertible Preferred
Series A Convertible Preferred Stock | 6 Months Ended |
Sep. 30, 2017 | |
Series A Convertible Preferred Stock | |
Series A Convertible Preferred Stock | (8) Series A Convertible Preferred Stock On May 3, 2017, the Company and Orogen Viper LLC (the “Purchaser”), entered into an Investment Agreement (the “Investment Agreement”), pursuant to which the Company issued and sold to the Purchaser, and the Purchaser purchased from the Company, an aggregate of 70,000 shares of voting convertible preferred stock of the Company, designated as the Company’s 3.875% Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Voting Preferred Stock”), and 38,000 shares of a separate class of non-voting convertible preferred stock of the Company, designated as the Company’s 3.875% Series A-1 Convertible Preferred Stock, par value $0.01 per share (the “Series A-1 Preferred Stock” and, together with the Series A Voting Preferred Stock, the “Series A Convertible Preferred Stock”), in each case for a purchase price of $1,000 per share, representing $108,000 of gross proceeds to the Company. The Investment Agreement provides the Purchaser the right, pursuant to the terms of the Series A Convertible Preferred Stock, to appoint a director to serve on our Board. Pursuant to the Investment Agreement, in connection with the closing of the transactions contemplated by the Investment Agreement (the “Closing”), our Board of Directors (the “Board”) increased the size of the Board from nine directors to ten directors and elected Vikram S. Pandit, the initial nominee designated by the Purchaser, to the Board, subject to replacement pursuant to the procedures described in the Investment Agreement. Such appointment right will terminate if the Purchaser and its affiliates fail to retain beneficial ownership of at least 50% of the number of shares of our common stock underlying the Series A Convertible Preferred Stock held by the Purchaser immediately following the Closing. Following the conversion of the Series A Convertible Preferred Stock into shares of our common stock, so long as the Purchaser retains beneficial ownership of at least 50% of the number of shares of our common stock underlying the Series A Convertible Preferred Stock held by the Purchaser immediately following the Closing, we have agreed to include one nominee of the Purchaser for election as a director of the same class (whether Class I, Class II or Class III) as the other directors nominated by us for election at our next meeting of stockholders following such conversion, and to renominate such individual thereafter at each meeting of stockholders electing such class of directors. We are required to use our reasonable efforts to cause the election of such person. Pursuant to the Investment Agreement, the Purchaser has agreed, subject to certain exceptions, that until the later of (1) the first date on which there is no Purchaser-affiliated director serving on our Board, and (2) May 3, 2019 (the “Standstill Period”), the Purchaser will not, among other things, subject to certain exceptions described in the Investment Agreement: (i) acquire any securities of the Company if, immediately after such acquisition, the Purchaser would collectively own in the aggregate more than 20.0% of the then outstanding common stock of the Company, (ii) propose or seek to effect any tender or exchange offer, merger or other business combination involving the Company or its securities, or make any public statement with respect to such transaction, (iii) make, or in any way participate in any “proxy contest” or other solicitation of proxies, (iv) seek election or appointment to, or representation on, our Board other than as set forth in the Investment Agreement or the Series A Certificate of Designations (as defined below), or seek the removal of any of our directors, or (v) conduct any referendum of stockholders of the Company or make or be the proponent of any stockholder proposal. The Investment Agreement restricts the Purchaser’s ability to transfer the Series A Convertible Preferred Stock or shares of our common stock issued or issuable upon conversion of the Series A Convertible Preferred Stock, subject to certain exceptions specified in the Investment Agreement. In particular, prior to the earliest of (i) May 3, 2019, (ii) a change of control of the Company or entry into a definitive agreement for a transaction that, if consummated, would result in a change of control of the Company, and (iii) the later of May 3, 2018 and the first date on which there is no Purchaser-affiliated director serving on our Board, the Purchaser will be restricted from selling, offering, transferring, assigning, pledging, mortgaging, hypothecating, gifting or disposing the Series A Convertible Preferred Stock or shares of common stock issued or issuable upon conversion of the Series A Convertible Preferred Stock. Such restrictions also prohibit the Purchaser from entering into or engaging in any hedge, swap, short sale, derivative transaction or other agreement or arrangement that transfers any ownership of, or interests in, the shares of Series A Convertible Preferred Stock or shares of common stock issued or issuable upon conversion of the Series A Convertible Preferred Stock. These restrictions do not apply to, among others, transfers to affiliates or in connection with certain third-party tender offers. Subject to certain limitations, the Investment Agreement provides the Purchaser with certain registration rights for the shares of common stock underlying the Series A Convertible Preferred Stock (including any shares issued or issuable as dividends on the Series A Convertible Preferred Stock) held by the Purchaser. The Investment Agreement contains other customary terms for private investments in public companies, including representations, warranties and covenants. On May 3, 2017, we filed with the Secretary of State of the State of Delaware (i) a Certificate of the Powers, Designations, Preferences and Rights of the 3.875% Series A Preferred Stock (the “Series A Certificate of Designations”) and (ii) a Certificate of the Powers, Designations, Preferences and Rights of the 3.875% Series A-1 Preferred Stock (the “Series A-1 Certificate of Designations” and, together with the Series A Certificate of Designations, the “Certificates of Designations”). Generally, except with respect to certain voting rights, and a conversion trigger applicable to the Series A-1 Preferred Stock described below as the “HSR Conversion,” the rights, preferences and privileges of the Series A Preferred Stock and the Series A-1 Preferred Stock are substantially identical. The Series A Convertible Preferred Stock has a liquidation preference of $1,000 per share. In addition, cumulative Series A Convertible Preferred Stock dividends accumulate on the Series A Convertible Preferred Stock at a rate of 3.875% per annum, and are payable quarterly in arrears. The payments on such dividends may be paid in cash or, at our option, in shares of our common stock. We may only pay such dividends in shares of common stock on or after August 1, 2018, subject to an aggregate share cap and so long as we have paid full cumulative dividends on the Series A Convertible Preferred Stock for all past dividend periods, and there is adequate current public information with respect to the Company and no volume limitations would apply to the resale of such shares, in each case under Rule 144 under the Securities Act of 1933. The Series A Convertible Preferred Stock is convertible at the option of the holders at any time into shares of the Company’s common stock at an initial conversion rate of 27.77778 shares of the Company’s common stock per share of Series A Convertible Preferred Stock (which is equal to an initial conversion price of approximately $36.00 per share of the Company’s common stock), subject to certain customary anti-dilution adjustments. If at any time after May 3, 2020, the closing sale price of our common stock exceeds 150% of the then applicable conversion price of the Series A Convertible Preferred Stock for at least 20 trading days during a period of 30 consecutive trading days, the Company may cause some or all of the Series A Convertible Preferred Stock to be converted into shares of common stock at the then applicable conversion rate. Upon the conversion of the Series A Convertible Preferred Stock into common stock, we are required to pay all accumulated but unpaid dividends in additional shares of common stock valued at the then applicable conversion price on the date of such conversion. Holders of Series A Convertible Preferred Stock are entitled to vote generally with the holders of common stock on an as-converted basis (including with respect to election of the members of our Board). Holders of Series A Convertible Preferred Stock are also entitled to certain limited special approval rights, including with respect to amendments to the Company’s organizational documents that have an adverse effect on the Series A Convertible Preferred Stock, certain issuances of senior or pari passu securities, certain purchases, redemptions or other acquisitions of junior securities or payments, dividends or distributions thereon. In addition, so long as any shares of Series A Convertible Preferred Stock are outstanding and the Purchaser and its affiliates collectively beneficially own at least a majority of the shares of Series A Convertible Preferred Stock beneficially owned by such holders immediately following the Closing, the holders of Series A Convertible Preferred Stock, voting as a separate class by majority vote, are entitled to elect one director to serve on our Board. Holders of Series A-1 Preferred Stock generally have no voting rights except as required by law and with respect to amendments to the Company’s organizational documents that have an adverse effect on the Series A-1 Preferred Stock. At such time as any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 applicable to the acquisition of shares of Preferred Stock expires or is terminated, all shares of the Series A-1 Preferred Stock then issued and outstanding shall immediately and automatically convert on a one for one basis to shares of Series A Preferred Stock (the “HSR Conversion”). Upon such HSR Conversion (which occurred in May 2017), all accumulated but unpaid dividends on such shares of Series A-1 Preferred Stock immediately prior to such HSR Conversion will be converted into an equivalent amount of accumulated but unpaid dividends on shares of Series A Preferred Stock immediately following such HSR Conversion. With certain exceptions, upon a Fundamental Change (as defined in the Certificates of Designations), the holders of the Series A Convertible Preferred Stock may require that the Company repurchase for cash all or any whole number of shares of Series A Convertible Preferred Stock at a per-share repurchase price equal to 100% of the liquidation preference of such shares, plus accumulated and unpaid dividends. If we fail to effect such repurchase, the dividend rate on the Series A Convertible Preferred Stock will increase by 1% per annum and an additional 1% per annum on each anniversary of the date that the Company is required to effect such repurchase, during the period in which such failure to effect the repurchase is continuing, except that the dividend rate will not increase to more than 6.875% per annum. The definition of Fundamental Change includes a sale of substantially all the Company’s assets, a change of control of the Company by way of a tender offer, merger or similar event, the adoption of a plan relating to the Company’s liquidation or dissolution and certain delistings of our common stock, except in certain cases described in the Certificates of Designations in which the consideration received or to be received by the Company’s common stockholders in a sale or change of control transaction consists primarily of publicly listed and traded securities. Holders of Series A Convertible Preferred Stock that are converted in connection with a Make-Whole Fundamental Change, as defined in the Certificates of Designations, are, under certain circumstances, entitled to an increase in the conversion rate for such shares of Series A Convertible Preferred Stock based on the effective date of such event and the applicable price attributable to the event as set forth in a table contained in the Certificates of Designations. The definition of Make-Whole Fundamental Change includes a sale of substantially all the Company’s assets, a change of control of the Company by way of a tender offer, merger or similar event, the adoption of a plan relating to the Company’s liquidation or dissolution and certain delistings of our common stock. If any shares of Series A Convertible Preferred Stock have not been converted into common stock prior to May 3, 2024, the Company will be required to repurchase such shares at a repurchase price equal to the liquidation preference of the repurchased shares plus the amount of accumulated and unpaid dividends thereon. If we fail to effect such repurchase, the dividend rate on the Series A Convertible Preferred Stock will increase by 1% per annum and an additional 1% per annum on each anniversary of May 3, 2024 during the period in which such failure to effect the repurchase is continuing, except that the dividend rate will not increase to more than 6.875% per annum. In connection with the issuance of the Series A Convertible Preferred Stock, the Company incurred direct and incremental expenses of $1,154, including financial advisory fees, closing costs, legal expenses and other offering-related expenses. These issuance costs are recorded as a reduction to the proceeds received from issuance of Series A Convertible Preferred Stock. These direct and incremental expenses reduced the Series A Convertible Preferred Stock, and will be accreted through retained earnings as a deemed dividend from the date of issuance through the first possible known redemption date, May 3, 2024. During the three and six months ended September 30, 2017, the Company recorded $41 and $68, respectively, as an accretion to the Series A Convertible Preferred Stock. Holders of Series A Convertible Preferred Stock are entitled to a cumulative dividend at the rate of 3.875% per annum, payable quarterly in arrears. During the six months ended September 30, 2017, the Company has paid $1,035 as cash dividend on Series A Convertible Preferred Stock. As of September 30, 2017, the Company had declared and accrued dividends of $686 associated with the Series A Convertible Preferred Stock. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | (9) Goodwill and Intangible Assets Goodwill: The Company has one operating segment. The following are details of the changes in goodwill balance at September 30, 2017: Amount Balance at April 1, 2017 $ Goodwill arising from acquisitions Foreign currency translation adjustments ) Balance at September 30, 2017 $ The acquisition costs and goodwill balance deductible for our business acquisitions for tax purposes are $74,128. The acquisition costs and goodwill balance not deductible for tax purposes are $148,917 and relate to the Company’s TradeTech acquisition (closed on January 2, 2014) and the Polaris acquisition. The Company performed the annual assessment of its goodwill during the fourth quarter of the fiscal year ended March 31, 2017 and determined that the estimated fair value of the Company’s reporting unit exceeded its carrying value and therefore goodwill was not impaired. The Company will continue to complete goodwill impairment assessments at least annually during the fourth quarter of each ensuing fiscal year. The Company will continue to evaluate whether events or circumstances have occurred that indicate that the estimated remaining useful life of its long-lived assets, including intangible assets, may warrant revision or that the carrying value of these assets may be impaired. Any write-downs are treated as permanent reductions in the carrying amount of the assets. Intangible Assets: The following are details of the Company’s intangible asset carrying amounts acquired and amortization at September 30, 2017. Weighted Average Gross Carrying Accumulated Net Carrying Amortizable intangible assets: Customer relationships $ $ $ Trademark Technology $ $ $ The intangible assets are being amortized based upon the pattern in which the economic benefits of the intangible assets are being utilized. |
Income Taxes
Income Taxes | 6 Months Ended |
Sep. 30, 2017 | |
Income Taxes | |
Income Taxes | (10) Income Taxes The Company applies an estimated annual effective tax rate to its year-to-date operating results to determine the interim provision (benefit) for income tax expense. The Company’s effective tax rate was 16.5% and 15.8% for the three and six months ended September 30, 2017, as compared to an effective tax rate of 10.1% and (3.4)% for the three and six months ended September 30, 2016. The Company’s reported effective tax rate is impacted by jurisdictional mix of profits and losses in which the Company operates, statutory tax rates in effect, unusual or infrequent discrete items requiring a provision during the period and certain exemptions or tax holidays applicable to the Company. The Company’s aggregate income tax rate in foreign jurisdictions is lower than its income tax rate in the United States due primarily to lower rates in jurisdictions in which the Company operates and applicable tax holiday benefits of the Company, obtained primarily in India and Sri Lanka. The Company created two export oriented units in India, one in Bangalore during the fiscal year ended March 31, 2011 and a second unit in Hyderabad (Special Economic Zone or “SEZ”) during the fiscal year ended March 31, 2010 for which no income tax exemptions were availed. The Indian subsidiaries also operate two development centers in areas designated as a SEZ, under the SEZ Act of 2005. In particular, the Company was approved as an SEZ Co-developer and has built a campus on a 6.3 acre parcel of land in Hyderabad, India that has been designated as an SEZ. As an SEZ Co-developer, the Company is entitled to certain tax benefits for any consecutive period of 10 years during the 15 year period starting in fiscal year 2008. The Company has elected to claim SEZ Co-developer income tax benefits starting in fiscal year ended March 31, 2013. In addition, the Company has leased facilities in SEZ designated locations in Hyderabad and Chennai, India. The Company’s profits from the Hyderabad and Chennai SEZ operations are eligible for certain income tax exemptions for a period of up to 15 years beginning in fiscal March 31, 2009. The Company’s India profits ineligible for SEZ benefits are subject to corporate income tax at the current rate of 34.6%. In the fiscal years ended March 31, 2013 and March 31, 2014, the Company leased a facility in an SEZ designated location in Bangalore and Pune, India each of which is eligible for tax holidays for up to 15 years beginning in the fiscal years ended March 31, 2013 and March 31, 2014 respectively. During the fiscal year ended March 31, 2016, the Company established a new unit in Hyderabad, in an SEZ designated area, for which it is eligible for tax holiday for up to 15 years. Based on the latest changes in tax laws, book profits of SEZ units are subject to MAT, commencing April 1, 2011, which will continue to negatively impact the Company’s cash flows. In addition, the Company’s Sri Lankan subsidiary, Virtusa (Private) Limited, is operating under a 12-year income tax holiday arrangement that is set to expire on March 31, 2019 and required Virtusa (Private) Limited to retain certain job creation and investment criteria through the expiration of the holiday period. During the fiscal year ended March 31, 2017, the Company believed it has fulfilled its hiring and investment commitments and is eligible for tax holiday through March 2019. The current agreement provides income tax exemption for all export business income. On October 31, 2016, the Company received confirmation from the Board of Investments that it had satisfied investment criteria through March 31, 2016 and is eligible for holiday benefits. At September 30, 2017, the Company believes it is eligible for continued benefits for the entire 12 year tax holiday. In connection with the Company’s adoption of ASU 2016-09 (Stock Compensation), during the six months ended September 30, 2017, the Company has accounted on a prospective basis in the Consolidated Statements of Income (Loss) for the income tax expense or benefit for the tax effects of differences recognized on or after the effective date of the equity-based payment awards between the deduction for an award for tax purposes and the cumulative compensation costs of that award recognized for financial reporting purposes. During the three and six months ended September 30, 2017, the Company recorded a tax benefit of $872 and $1,150 in the Company’s income tax expense. The Company also presented the excess tax benefits (deficiencies) as operating activities in the Consolidated Statements of Cash Flows on a retrospective basis and prior period has been restated. A valuation allowance is required if, based on available evidence, it is more likely than not, that all or some portion of the asset will not be realized due to the inability of the Company to generate sufficient taxable income. Net loss in the United States has decreased during the six months ended September 30, 2017 compared with the six months ended September 30, 2016. The Company has a significant deferred tax asset in the United States at September 30, 2017. We continue to monitor all positive and negative evidence related to this asset. At September 30, 2017, the Company determined that an additional valuation allowance was not required. Unrecognized tax benefits represent uncertain tax positions for which the Company has established reserves. At September 30, 2017 and March 31, 2017, the total liability for unrecognized tax benefits was $7,588 and $7,612, respectively. Unrecognized tax benefits may be adjusted upon the closing of the statute of limitations for income tax returns filed in various jurisdictions. During the six months ended September 30, 2017, the unrecognized tax benefits decreased by $24 and increased by $28 during the six months ended September 30, 2016. The decrease in unrecognized tax benefits in the six months period ending September 30, 2017 was predominantly due to the release of a prior period foreign tax position, offset by increases for incremental interest accrued on existing uncertain tax positions. The increase in unrecognized tax benefits in the six months period ending September 30, 2016 was predominantly due to increases for incremental interest accrued on existing uncertain tax positions. Undistributed Earnings of Foreign Subsidiaries A substantial amount of the Company’s income before provision for income tax is from operations earned in its Indian and Sri Lankan subsidiaries and is subject to tax holiday. The Company intends to use accumulated and future earnings of foreign subsidiaries to expand operations outside the United States and, accordingly, undistributed income is considered to be indefinitely reinvested. The Company does not provide for U.S. income taxes on foreign earnings. At September 30, 2017, the Company had $412,167 of unremitted earnings from foreign subsidiaries and approximately $174,907 of cash, cash equivalents, short-term and long-term investments that would otherwise be available for potential distribution, if not indefinitely reinvested. If required, such cash and investments could be repatriated to the United States. However, under current law, any repatriation would be subject to United States federal income tax less applicable foreign tax credits. Due to the various methods by which such earnings could be repatriated in the future, the amount of taxes attributable to the undistributed earnings is not practicably determinable. |
Concentration of Revenue and As
Concentration of Revenue and Assets | 6 Months Ended |
Sep. 30, 2017 | |
Concentration of Revenue and Assets | |
Concentration of Revenue and Assets | (11) Concentration of Revenue and Assets Total revenue is attributed to geographic areas based on the location of the client. Long-lived assets represent property, plant and equipment, intangible assets and goodwill, net of accumulated depreciation and amortization, and are attributed to geographic area based on their location. Geographic information is summarized as follows: Three Months Ended Six Months Ended 2017 2016 2017 2016 Client revenue: United States of America $ $ $ $ United Kingdom Rest of World Consolidated revenue $ $ $ $ September 30, March 31, Long-lived assets, net of accumulated depreciation and amortization: United States of America $ $ India Rest of World Consolidated long-lived assets, net $ $ Revenue from significant clients as a percentage of the Company’s consolidated revenue was as follows: Three Months Ended Six Months Ended 2017 2016 2017 2016 Customer 1 % % % % |
Debt
Debt | 6 Months Ended |
Sep. 30, 2017 | |
Debt | |
Debt | (12) Debt On February 25, 2016, in connection with the Polaris SPA Transaction, the Company entered into a credit agreement (the “Credit Agreement”) dated as of February 25, 2016, by and among the Company, its guarantor subsidiaries party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint book runners and lead arrangers. The Credit Agreement provides for a $100,000 revolving credit facility and a $200,000 delayed-draw term loan (together, the “Credit Facility”). To finance the Polaris SPA Transaction, on February 25, 2016, the Company drew down the full $200,000 of the term loan. Interest under these facilities accrues at a rate per annum of LIBOR plus 2.75%, subject to step-downs based on the Company’s ratio of debt to adjusted earnings before interest, taxes, depreciation, amortization, and stock compensation expense (“EBITDA”). The Company was required under the terms of the Credit Agreement to make quarterly principal payments on the term loan, however, the prepayment of the $81,000 from the proceeds from the Orogen Viper LLC investment (See Note 8 of the notes to our financial statements), has satisfied this obligation and no further principal payments are required. The Credit Agreement includes customary minimum cash, maximum debt to EBITDA and minimum fixed charge coverage covenants. The term of the Credit Agreement is five years ending February 24, 2021. At September 30, 2017, the interest rate on the Credit Facility was 3.49% and there were no borrowings under the revolving credit facility. The Credit Agreement has financial covenants that require that the Company maintain a Total Leverage Ratio, commencing on December 31, 2016, of not more than 3.25 to 1.00 for the first year of the Credit Facility, of not more than 3.00 to 1.00 for the second year of the Credit Facility, and 2.75 to 1.00 thereafter, each as determined for the four consecutive quarter period ending on each fiscal quarter (the “Reference Period”). In addition, for a period, expected to be at least one year from the completion of the Company’s closing of the Polaris SPA Transaction, until the occurrence of certain events described in the Credit Agreement, at any time when the Total Leverage Ratio exceeds 1.50 to 1.00 as of the last day of a quarter, the Company must maintain at least $30,000 in unrestricted cash, cash equivalents and certain permitted investments under the Credit Facility held in bank deposits in the U.S., and $20,000 in unrestricted cash and certain permitted investments under the Credit Facility and long-term securities investments held in accordance with the Company’s current investment policy. The financial covenants also require that the Company maintain a Fixed Charge Coverage Ratio, commencing on September 30, 2017, of not less than 1.25 to 1.00, as of the last day of any Reference Period. For purposes of these covenants, “Total Leverage Ratio” means, as of the last day of any fiscal quarter, the ratio of Funded Debt to Adjusted EBITDA for the reference period ended on such date. “Funded Debt” refers generally to total indebtedness to third-parties for borrowed money, capital leases, deferred purchase price and earn-out obligations and related guarantees and “Adjusted EBITDA” is defined as consolidated net income plus (a) (i) GAAP depreciation and amortization, (ii) non-cash equity-based compensation expenses, (iii) fees and expenses incurred during such period in connection with the Credit Facility and loans made thereunder, (iv) fees and expenses incurred during such period in connection with any permitted acquisition, (v) one-time regulatory charges, (vi) other extraordinary and non-recurring losses or expenses, and (vii) all other non-cash charges, expenses and losses for such period, minus (b) (i) extraordinary or non-recurring income or gains for such period, and (ii) any cash payments made during such period in respect of non-cash charges, expenses or losses described in clauses (a)(ii), (a)(v) and (a)(vi) above taken in a prior period, subject to other adjustments and certain caps and limits on adjustments. The Fixed Charge Coverage Ratio is calculated under the Credit Agreement generally as the ratio of Adjusted EBITDA, excluding capital expenditures made during such period (to the extent not financed with indebtedness (other than Revolving Loans), an issuance of equity interests or capital contributions, or proceeds of asset sales, the proceeds of casualty insurance used to replace or restore assets), to fixed charges (regularly scheduled consolidated interest expense paid in cash, regularly scheduled amortization payments on indebtedness in cash, income taxes paid in cash and the interest component of capital lease obligation payments), on a consolidated basis. The Credit Facility is secured by substantially all of the Company’s assets, including all intellectual property and all securities in domestic subsidiaries (other than certain domestic subsidiaries where the material assets of such subsidiaries are equity in foreign subsidiaries), subject to customary exceptions and exclusions from the collateral. All obligations under the Credit Agreement are unconditionally guaranteed by substantially all of the Company’s material direct and indirect domestic subsidiaries, with certain exceptions. These guarantees are secured by substantially all of the present and future property and assets of the guarantors, with certain exclusions. At September 30, 2017, the Company is in compliance with our debt covenants and have provided a quarterly certification to our lenders to that effect. We believe that we currently meet all conditions set forth in the Credit Agreement to borrow thereunder and we are not aware of any conditions that would prevent us from borrowing part or all of the remaining available capacity under the revolving credit facility at September 30, 2017 and through the date of this filing. Current portion of long-term debt The following summarizes our short-term debt balances as of: September 30, 2017 March 31, 2017 Notes outstanding under the revolving credit facility $ — $ — Term loan- current maturities — Less: deferred financing costs — current — ) Total $ — $ Long-term debt, less current portion The following summarizes our long-term debt balance as of: September 30, 2017 March 31, 2017 Term loan $ $ Less: Current maturities — ) Deferred financing costs, long-term ) ) Total $ $ In accordance with the recently adopted FASB ASU 2015-03, the Company has presented debt issuance costs in the balance sheet as a direct deduction from the carrying value of that debt liability. In July 2016, the Company entered into 12-month forward starting interest rate swap transactions to mitigate Company’s interest rate risk on Company’s variable rate debt (collectively, “The Interest Rate Swap Agreements”). The Company’s objective is to limit the variability of cash flows associated with changes in LIBOR interest rate payments due on the Credit Agreement by using pay-fixed, receive-variable interest rate swaps to offset the future variable rate interest payments. The Company will recognize these transactions in accordance with ASC 815 “Derivatives and Hedging,” and have designated the swaps as cash flow hedges. The three Interest Rate Swap Agreements have an effective date of July 31, 2017 and a maturity date of July 31, 2020. As of September 30, 2017, the swaps have an aggregate notional amount of $92,500 and, with the pre-payment of $81,000 of principal on our existing debt, hedge approximately 85% of our outstanding debt balance. The notional amount of the swaps amortizes over the three swap periods. The Interest Rate Swap Agreements require the Company to make monthly fixed interest rate payments based on the amortized notional amount at a blended weighted average rate of 1.025% and the Company will receive 1-month LIBOR on the same notional amounts. The unrealized gain associated with the 2016 Swap Agreement was $1,571 at September 30, 2017, which represents the estimated amount that the Company would receive from the counterparties in the event of an early termination. Beginning in fiscal 2009, the Company’s U.K. subsidiary entered into an agreement with an unrelated financial institution to sell, without recourse or continuing involvement, certain of its European-based accounts receivable balances from one client to such third party financial institution. During the six months ended September 30, 2017, $10,954 of receivables were sold under the terms of the financing agreement. Fees paid pursuant to this agreement were immaterial during the three and six months ended September 30, 2017. No amounts were due as of September 30, 2017, but the Company may elect to use this program again in future periods. However, the Company cannot provide any assurances that this or any other financing facilities will be available or utilized in the future. |
Pensions and post-retirement be
Pensions and post-retirement benefits | 6 Months Ended |
Sep. 30, 2017 | |
Pensions and post-retirement benefits | |
Pensions and post-retirement benefits | (13) Pensions and post-retirement benefits The Company has noncontributory defined benefit plans covering its employees in India and Sri Lanka as mandated by the Indian and Sri Lankan governments. The following tables provide information regarding pension expense recognized: Three Months Ended Six Months Ended 2017 2016 2017 2016 Components of net periodic pension cost Service cost $ $ $ $ Interest cost Expected return on plan assets ) ) ) ) Amortization actuarial loss Amortization past service cost Net periodic pension cost $ $ $ The Company expects to contribute approximately $2,267 in cash to the gratuity plans during the fiscal year ending March 31, 2018. During the six months ended September 30, 2017, the Company made cash contributions of $1,637 towards the plans for the fiscal year 2018. |
Restructuring
Restructuring | 6 Months Ended |
Sep. 30, 2017 | |
Restructuring | |
Restructuring | (14) Restructuring During the three months ended September 30, 2017, the Company implemented certain cost saving and restructuring initiatives related to a workforce reduction. During the three months ended September 30, 2017, the Company incurred $757, primarily related to termination benefits, which have been included in selling, general and administrative expenses in the consolidated statements of income. The Company expects to incur additional restructuring costs of approximately $700 in the second half of fiscal year 2018. The Company expects to complete these initiatives by March 31, 2018. The following table summarizes the above restructuring charges during the period ending September 30, 2017: September 30, 2017 Balance at April 1, 2017 $ — Provisions Cash Payments Balance at September 30, 2017 $ |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Sep. 30, 2017 | |
Accumulated Other Comprehensive Loss | |
Accumulated Other Comprehensive Loss | (15) Accumulated Other Comprehensive Loss Changes in accumulated other comprehensive income (loss) by component were as follows for the three and six months ended September 30, 2017 and 2016: Three Months Ended Six Months Ended Accumulated Other Comprehensive Income (Loss) 2017 2016 2017 2016 Investment securities Beginning balance $ $ $ $ Other comprehensive income (loss) (OCI) before reclassifications net of tax of $(32), $(101), $84 and $(36) ) ) ) Reclassifications from OCI to other income, net of tax of $(40), $(67), $0 and $3 ) ) (Less) : Noncontrolling interests, net of tax $19, $35, $(22) and $10 ) Comprehensive income (loss) on investment securities, net of tax of $(53), $(133), $62 and $(23) ) ) ) Closing Balance $ $ ) $ $ ) Currency Translation Adjustments Beginning balance $ ) $ ) $ ) $ ) OCI before reclassifications ) (Less): Noncontrolling interests, net of tax ) ) Comprehensive income (loss) on currency translation adjustment ) Closing Balance $ ) $ ) $ ) $ ) Cash Flow Hedges Beginning balance $ $ $ $ OCI before reclassifications net of tax of $153, $2,138, $403, and $2,402 ) ) Reclassifications from OCI to - Revenue, net of tax of $(1,010) $(328), $(1,907) and $(511) ) ) ) ) - Costs of revenue, net of tax of $(594), $(267), $(1,160) and $(281) ) ) ) ) - Selling, general and administrative expenses, net of tax of $(342), $(177), $(661) and $(185) ) ) ) ) - Interest expenses, net of tax of $(14), $0, $(14) and $0 ) — ) — (Less): Noncontrolling interests, net of tax $214, $(189), $367 and $152 ) Comprehensive income (loss) on cash flow hedges, net of tax of $(1,593), $1,177, $(2,972) and $1,577 ) ) Closing Balance $ $ $ $ Benefit plans Beginning balance $ ) $ ) $ ) $ ) OCI before reclassifications net of tax of $0 for all periods $ — $ $ — $ Reclassifications from OCI for prior service credit (cost) to: - Costs of revenue, net of tax of $0 for all periods - Selling, general and administrative expenses, net of tax of $0 for all periods — — — Reclassifications from OCI for net actuarial gain (loss) amortization to: - Costs of revenue, net of tax of $0 for all periods - Selling, general and administrative expenses, net of tax of $0 for all periods Other adjustments ) (Less): Noncontrolling interests, net of tax — ) — ) Comprehensive income (loss) on benefit plans, net of tax of $0 for all periods Closing Balance $ ) $ ) $ ) $ ) Accumulated other comprehensive (loss) at September 30, 2017 $ ) $ ) $ ) $ ) |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2017 | |
Subsequent Events | |
Subsequent Events | (16) Subsequent Events On October 26, 2017, the Company announced its intention to commence through its Indian subsidiary, Virtusa India, a process that could lead to the delisting of its Indian subsidiary, Polaris, from all stock exchanges on which Polaris’ ordinary shares are listed. Under applicable Indian laws, Polaris can be delisted by the acquisition of ordinary shares of Polaris if such acquisition would result in the equity interest of Virtusa India and its affiliates in Polaris being at least equal to or higher than 90% of the total ordinary shares issued by Polaris and satisfaction of certain other applicable regulatory conditions (“Minimum Tender Condition”). Currently, Virtusa India holds approximately 74.4% of the total outstanding shares of Polaris. The proposed delisting is subject to certain conditions, including the satisfaction of the Minimum Tender Condition, the approval of the Polaris shareholders (excluding shares held by Virtusa India) and regulatory approvals. If consummated, the purchase of the ordinary shares of Polaris will be carried out at a price to be determined through the reverse book building process in accordance with the applicable Securities and Exchange Board of India (“SEBI”) delisting regulations. Virtusa India and its affiliates have the right not to purchase the offered shares if the final price discovered through the above process is not acceptable to Virtusa. On October 20, 2017, the Company purchased multiple foreign currency forward contracts designed to hedge fluctuation in the Indian rupee against the U.S. dollar and U.K. pound sterling. The U.S dollar contracts have an aggregate notional amount of approximately 1,751,130 Indian rupees (approximately $26,011) and have an average settlement rate of 67.20 Indian rupees. The U.K. pound sterling contracts have an aggregate notional amount of approximately 942,915 Indian rupees (approximately £10,498) and have an average settlement rate of 89.62 Indian rupees. These contracts will expire at various dates during the 17 month period ending on March 29, 2019. The Company will be obligated to settle these contracts based upon the Reserve Bank of India published Indian rupee exchange rates. Based on the U.S. dollar to U.K. pound sterling spot rate on October 20, 2017 of $1.32, the blended weighted average Indian rupee rate associated with both the U.S. dollar and U.K. pound sterling contracts would be approximately 67.61 Indian rupees per U.S. dollar. On October 16, 2017, the Company purchased multiple foreign currency forward contracts designed to hedge fluctuation in the U.K. pound sterling (“GBP”) against the U.S. dollar, the Swedish Krona (“SEK”) against the U.S. dollar and the Euro against the U.S. dollar, each of which will expire on various dates during the period ending December 29, 2017. The GBP contracts have an aggregate notional amount of approximately £3,064 (approximately $4,060), the SEK contracts have an aggregate notional amount of approximately SEK 2,690 (approximately $383) and the Euro contracts have an aggregate notional amount of approximately EUR 1,442 (approximately $1,703). The weighted average U.S. dollar settlement rate associated with the GBP contracts is $1.33, the weighted average U.S dollar settlement rate associated with the SEK contracts is approximately $0.14, and the weighted average U.S. dollar settlement rate associated with the Euro contracts is approximately $1.18. |
Unaudited Interim Financial I24
Unaudited Interim Financial Information (Policies) | 6 Months Ended |
Sep. 30, 2017 | |
Unaudited Interim Financial Information | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared by the Company in accordance with U.S. generally accepted accounting principles and Article 10 of Regulation S-X under the Securities and Exchange Act of 1934, as amended, and should be read in conjunction with the Company’s audited consolidated financial statements (and notes thereto) for the fiscal year ended March 31, 2017 included in the Company’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission, or SEC, on May 26, 2017. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States have been condensed or omitted pursuant to such SEC rules and regulations. In the opinion of the Company’s management, all adjustments considered necessary for a fair presentation of the accompanying unaudited consolidated financial statements have been included, and all material adjustments are of a normal and recurring nature. Operating results for the interim periods are not necessarily indicative of results that may be expected to occur for the entire fiscal year. |
Principles of Consolidation | Principles of Consolidation The accompanying financial statements have been prepared on a consolidated basis and reflect the financial statements of Virtusa Corporation and all of its subsidiaries that are directly or indirectly 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. For those majority-owned subsidiaries that are not 100% owned by the Company, the interests of the minority owners are accounted for as noncontrolling interests. The consolidated financial statements reflect the accounts of the Company and its direct and indirect subsidiaries: Virtusa Consulting Services Private Limited, Virtusa Software Services Private Limited, Virtusa Technologies (India) Private Limited, Polaris Consulting & Services Limited and Optimus Global Services Limited, each organized and located in India; Virtusa (Private) Limited, organized and located in Sri Lanka; Virtusa UK Limited and Polaris Consulting & Services Limited, each organized and located in the United Kingdom; Virtusa US LLC, Virtusa Securities Corporation, a Massachusetts securities corporation and Apparatus, Inc. organized and located in Indiana, each organized and located in the United States; Virtusa International, B.V., Virtusa C.V., Virtusa Netherlands Cooperatief U.A. and Polaris Software Lab B.V., each organized and located in the Netherlands; Virtusa Hungary Kft. and Polaris Consulting & Services, Kft., each organized and located in Hungary; Virtusa Germany GmbH and Polaris Software Lab GmbH, each organized and located in Germany; Virtusa Switzerland GmbH and Polaris Consulting & Services SA, each organized and located in Switzerland; Virtusa Singapore Private Limited and Polaris Consulting & Services Pte Limited, each organized and located in Singapore; Virtusa Malaysia Private Limited Company and Polaris Consulting & Services, SND BHD, each organized and located in Malaysia; Virtusa Austria GmbH, organized and located in Austria; Virtusa Philippines Inc., organized and located in the Philippines; TradeTech Consulting Scandinavia AB, organized and located in Sweden; Virtusa Canada, Inc. and Polaris Consulting & Services Inc, each organized and located in Canada; Polaris Consulting & Services Ireland Limited, organized and located in Ireland; Polaris Consulting & Services Japan K.K., organized and located in Japan; Polaris Consulting & Services Pty Ltd., organized and located in Australia; Polaris Consulting & Services FZ-LLC, organized and located in United Arab Emirates; and Polaris Software Lab (Shanghai) Limited, organized and located in China. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including the recoverability of tangible assets, disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. Management re-evaluates these estimates on an ongoing basis. The most significant estimates relate to the recognition of revenue and profits based on the percentage of completion method of accounting for fixed-price contracts, share-based compensation, income taxes, including reserves for uncertain tax positions, deferred taxes and liabilities, intangible assets, contingent consideration and valuation of financial instruments including derivative contracts and investments. Management bases its estimates on historical experience and on various other factors and assumptions that are believed to be reasonable under the circumstances. The actual amounts may vary from the estimates used in the preparation of the accompanying consolidated financial statements. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments At September 30, 2017 and March 31, 2017, the carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, unbilled accounts receivable, restricted cash, accounts payable, accrued employee compensation and benefits, other accrued expenses and long-term debt, approximate their fair values due to the nature of the items. See Note 5 of the notes to our financial statements for a discussion of the fair value of the Company’s other financial instruments. |
Recent accounting pronouncements | Recent accounting pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for the Company on April 1, 2018. Early application is permitted but not before periods beginning on or after January 1, 2017. In March, April and May 2016, the FASB issued updates to the new revenue standard to clarify the implementation guidance on principal versus agent considerations for reporting revenue gross versus net, identifying performance obligations, accounting for licenses of intellectual property, transition, contract modifications, collectability, non-cash consideration and presentation of sales and other similar taxes with the same effective date. The standard permits the use of either the retrospective or cumulative effect transition method. The Company plans to adopt the standard using the modified retrospective method when it becomes effective for the Company in the first quarter of fiscal 2019. The Company’s project team is finalizing its review of existing customer contracts and current accounting policies to identify and assess the potential differences that would result from applying the requirements of the new standard. The Company is also in the process of identifying and implementing changes to the Company’s processes to meet the reporting and disclosure requirements. Overall, the Company believes that its implementation efforts are progressing as planned to allow a timely implementation. In January 2016, the FASB issued an update (ASU 2016-01) to the standard on financial instruments. The update significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. The update also amends certain disclosure requirements. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Upon adoption, entities will be required to make a cumulative-effect adjustment to the statement of financial position as of the beginning of the first reporting period in which the guidance is effective. However, the specific guidance on equity securities without readily determinable fair value will apply prospectively to all equity investments that exist as of the date of adoption. Early adoption of certain sections of this update is permitted. Based on the Company’s current investment portfolio, the adoption of this guidance is not expected to have a material impact on the consolidated financial statements. In February 2016, the FASB issued as update (ASU 2016-02) to the standard on leases to increase transparency and comparability among organizations. The new standard replaces the existing guidance on leases and requires the lessee to recognize a right-of-use asset and a lease liability for all leases with lease terms equal to or greater than twelve months. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee would recognize total lease expense on a straight-line basis. For public business entities this standard is effective for the annual periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption of this new standard is permitted. Entities will be required to use a modified retrospective transition which provides for certain practical expedients. The Company is currently evaluating the effect the new standard will have on its consolidated financial statements and related disclosures. In March 2016, the FASB issued an update (ASU 2016-09) to the standard on Compensation- Stock Compensation, which simplifies several aspects of the accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Upon adoption, entities will be required to apply a modified retrospective, prospective or retrospective transition method depending on the specific section of the guidance being adopted. The Company adopted this guidance effective April 1, 2017 and the following describe the results of adoption: · The Company prospectively recognized tax benefits of $872 and $1,150 in the income tax expense line item of its consolidated statements of income (loss) in the three and six months ended September 30, 2017 related to excess tax benefits on stock options; · The Company changed its accounting policy from estimated forfeitures to actual forfeitures effective April 1, 2017. The cumulative impact of the change in the accounting policy did not have a material impact on the consolidated financial statements, therefore prior period amounts have not been restated; · The Company elected to adopt cash flow presentation of excess tax benefits retrospectively where these benefits are classified along with other income tax cash flows as operating cash flows. Accordingly, prior period amounts in the consolidated statement of cash flows have been restated; · The Company adopted cash flow presentation of taxes paid when an employer withholds shares for tax-withholding purposes retrospectively and classified as a financing activity in the Company’s statement of cash flows. Accordingly, prior period amounts have been restated; · The remaining amendments to this standard, as noted above, are either not applicable, or do not change the Company’s current accounting practices and thus do not impact its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Measurement of Credit Losses on Financial Instruments, which modifies the measurement of expected credit losses of certain financial instruments. This standard update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effect of this new standard will have on its consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230). This update is intended to reduce diversity in practice in how certain cash receipts and payments are classified in the statement of cash flows. This standard update addresses eight specific cash flow issues, including debt prepayment or extinguishment costs, the settlement of contingent liabilities arising from a business combination, proceeds from insurance settlements, and distributions from certain equity method investees. The guidance is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. The guidance requires application using a retrospective transition method. The adoption of this guidance is not expected to have a material impact on the consolidated financial statements. In October 2016, the FASB issued ASU 2016-16, an update to the standard on income taxes. This new standard requires the recognition of current and deferred income taxes when an intra-entity transfer of assets other than inventory occurs. The update is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2017. Early adoption is permitted in the first interim period. Upon adoption, the entities will be required to use a modified retrospective transition approach. The adoption of this guidance is not expected to have a material impact on the consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Restricted Cash (Topic 230), which is intended to reduce diversity in practice on how changes in restricted cash are classified and presented in the statement of cash flows. This ASU requires amounts generally described as restricted cash to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The guidance is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. The amendments in this update should be applied using a retrospective transition method to each period presented. The adoption of this guidance will impact the Company’s presentation of cash and cash equivalents. As of September 30, 2017 and March 31, 2017, the Company’s restricted cash was $975 and $178, respectively. In January 2017, the FASB issued ASU 2017-01, an update on business combinations, which clarifies the definition of a business. The update requires a business to include at least an input and a substantive process that together significantly contribute to the ability to create outputs. The update also states that the definition of a business is not met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. The update is effective for fiscal years, and interim periods within those fiscal years, beginning after January 1, 2018. Upon adoption, entities will be required to apply the update prospectively. The adoption of this guidance is not expected to have a material impact on the consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, an update on goodwill, which eliminates the need to calculate the implied fair value of goodwill when an impairment is indicated. The update states that goodwill impairment is measured as the excess of a reporting unit’s carrying value over its fair value, not to exceed the carrying amount of goodwill. The update is effective for fiscal years, and interim periods within those fiscal years, beginning after January 1, 2020. Early adoption is permitted for any impairment tests performed after January 1, 2017. The Company is currently evaluating the impact of the new guidance on the consolidated financial statements. In March 2017, the FASB issued ASU 2017-07, a guidance on presentation of net periodic pension cost and net periodic postretirement benefit cost. The new standard requires that an employer disaggregate the service costs components of net benefit cost. The employer is required to report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component, such as in other income and expense. The guidance is effective for fiscal years beginning after December 15, 2017. The adoption of this guidance is not expected to have a material impact on the consolidated financial statements. The Company’s current presentation of service cost components is consistent with the requirements of the new standard. Upon adoption of the new standard, the Company expects to present the other components within other (income) expense. In March 2017, FASB issued ASU 2017-08, “Receivables-Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities.” The amendments in this update shorten the amortization period for certain callable debt securities that are held at a premium. The amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount, which would be amortized to maturity. This ASU is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2018, which for us is the first quarter ending December 31, 2019. Early adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on the consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting, an update that provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting under ASC 718, Compensation — Stock Compensation. Under the amendments in ASU 2017-09, an entity should account for the effects of a modification unless all of the following criteria are met: 1) the fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified — if the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification; 2) the vesting conditions of the modified award are the same as the conditions of the original award immediately before the original award is modified; 3) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The standard is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued. The adoption of this guidance is not expected to have a material impact on the consolidated financial statements. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently evaluating the effect the new standard will have on its consolidated financial statements and related disclosures. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. These amendments are intended to better align a company’s risk management strategies and financial reporting for hedging relationships. Under the new guidance, more hedging strategies will be eligible for hedge accounting and the application of hedge accounting is simplified. In addition, the new guidance amends presentation and disclosure requirements. The guidance is effective for fiscal years beginning after December 15, 2018 with early adoption permitted, including the interim periods within those years. The guidance requires the use of a modified retrospective approach. The Company is currently evaluating the effect the new standard will have on its consolidated financial statements and related disclosures. |
Earnings (loss) per Share (Tabl
Earnings (loss) per Share (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Earnings (loss) per Share | |
Schedule of components of basic earnings (loss) per share | Three Months Ended Six Months Ended 2017 2016 2017 2016 Numerator: Net income (loss) available to Virtusa stockholders $ $ $ $ ) Less: Series A Convertible Preferred Stock dividends and accretion — — Net income (loss) available to Virtusa common stockholders ) Denominator: Basic weighted average common shares outstanding Basic earnings (loss) per share $ $ $ $ ) |
Schedule of components of diluted earnings (loss) per share | Three Months Ended Six Months Ended 2017 2016 2017 2016 Numerator: Net income (loss) available to Virtusa common stockholders $ $ $ $ ) Add: Series A Convertible Preferred Stock dividends and accretion — — — — Net income (loss) available to Virtusa common stockholders ) Denominator: Basic weighted average common shares outstanding Dilutive effect of Series A Convertible Preferred Stock — — — — Dilutive effect of employee stock options and unvested restricted stock awards and restricted stock units — Dilutive effect of stock appreciation rights — — — Weighted average shares-diluted Diluted earnings (loss) per share $ $ $ $ ) |
Investment Securities (Tables)
Investment Securities (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Investment Securities | |
Schedule of investment securities | The following is a summary of investment securities at September 30, 2017: Amortized Gross Gross Fair Available-for-sale securities: Corporate bonds: Current $ $ $ ) Non-current ) Preference shares: Current — — — Non-current — ) Agency and short-term notes: Current — ) Non-current — — — — Mutual funds: Current — Commercial paper: Current — — Equity Shares/ Options: Non-current Time deposits: Current — — Total available-for-sale securities $ $ $ ) $ The following is a summary of investment securities at March 31, 2017: Amortized Gross Gross Fair Available-for-sale securities: Corporate bonds: Current $ $ $ ) $ Non-current ) Preference shares: Current — ) Non-current — ) Agency and short-term notes: Current — ) Non-current — ) Mutual funds: Current — Commercial paper: Current — — Equity Shares/ Options: Non-current Time deposits: Current — — Total available-for-sale securities $ $ $ ) $ |
Schedule of proceeds from sales of available-for-sale investment securities and the gross gains and losses that have been included in earnings | Three Months Ended Six Months Ended 2017 2016 2017 2016 Proceeds from sales of available-for-sale investment securities $ $ $ $ Gross gains $ $ $ $ Gross losses ) — ) — Net realized gains on sales of available-for-sale investment securities $ $ $ $ |
Fair Value of Financial Instr27
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Fair Value of Financial Instruments | |
Schedule of financial assets and liabilities measured at fair value on a recurring basis | The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis at September 30, 2017: Level 1 Level 2 Level 3 Total Assets: Investments: Available-for-sales securities—current $ — $ $ — $ Available-for-sales securities—non-current — — Foreign currency derivative contracts — — Interest Rate Swap Contracts — — Total assets $ — $ $ — $ Liabilities: Foreign currency derivative contracts $ — $ $ — Contingent consideration — Total liabilities $ — $ $ $ The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis at March 31, 2017: Level 1 Level 2 Level 3 Total Assets: Investments: Available-for-sales securities—current $ — $ $ — $ Available-for-sales securities—non-current — — Foreign currency derivative contracts — — Interest Rate Swap Contracts — — Total assets $ — $ $ — $ Liabilities: Foreign currency derivative contracts $ — $ — $ — — Interest Rate Swap Contracts — — — — Total liabilities $ — $ — $ — $ — |
Schedule of changes in fair value of the Company's Level 3 financial liabilities | Level 3 Balance at April 1, 2017 $ — Contingent consideration arising from acquisition (See Note 7) Payments made during the period — Balance at September 30, 2017 $ |
Derivative Financial Instrume28
Derivative Financial Instruments (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Derivative Financial Instruments | |
Schedule of fair value of derivative instruments included in the consolidated balance sheets | Derivatives designated as hedging instruments September 30, 2017 March 31, 2017 Foreign currency exchange contracts: Other current assets $ $ Other long-term assets $ $ Accrued expenses and other $ $ — Long-term liabilities $ — $ — September 30, 2017 March 31, 2017 Interest rate swap contracts: Other long-term assets $ $ |
Schedule of effect of the Company's foreign currency exchange contracts and interest rate swap contracts on the consolidated financial statements | Amount of Gain or (Loss) Recognized in AOCI on Derivative Derivatives Designated as Cash Flow Three Months Ended September 30, Six Months Ended September 30, Hedging Relationships 2017 2016 2017 2016 Foreign currency exchange contracts $ $ $ $ Interest rate swaps $ $ ) $ ) $ ) Location of Gain Reclassified Amount of Gain Reclassified from AOCI into Income from AOCI into Income (Effective Three Months Ended September 30, Six Months Ended September 30, Portion) 2017 2016 2017 2016 Revenue $ $ $ $ Costs of revenue $ $ $ $ Operating expenses $ $ $ $ Interest expense $ $ — $ $ — Amount of Gain or (Loss) Recognized in Income on Derivatives Derivatives not Designated Location of Gain or (Loss) Three Months Ended Six Months Ended as Hedging Instrument Recognized in Income on Derivatives 2017 2016 2017 2016 Foreign currency exchange contracts Foreign currency transaction gains (losses) $ — $ — $ — $ ) Revenue $ ) $ ) $ ) $ Costs of revenue $ $ $ $ ) Selling, general and administrative expenses $ $ $ $ ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets | |
Schedule of changes in goodwill | Amount Balance at April 1, 2017 $ Goodwill arising from acquisitions Foreign currency translation adjustments ) Balance at September 30, 2017 $ |
Schedule of the Company's intangible asset carrying amounts acquired and amortization | The following are details of the Company’s intangible asset carrying amounts acquired and amortization at September 30, 2017. Weighted Average Gross Carrying Accumulated Net Carrying Amortizable intangible assets: Customer relationships $ $ $ Trademark Technology $ $ $ |
Concentration of Revenue and 30
Concentration of Revenue and Assets (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Concentration of Revenue and Assets | |
Schedule of revenue attributed to geographic areas based on location of the client | Three Months Ended Six Months Ended 2017 2016 2017 2016 Client revenue: United States of America $ $ $ $ United Kingdom Rest of World Consolidated revenue $ $ $ $ |
Schedule of long-lived assets, net of accumulated depreciation and amortization attributed to geographic areas based on location of assets | September 30, March 31, Long-lived assets, net of accumulated depreciation and amortization: United States of America $ $ India Rest of World Consolidated long-lived assets, net $ $ |
Schedule of revenue from significant clients as a percentage of the Company's consolidated revenue | Three Months Ended Six Months Ended 2017 2016 2017 2016 Customer 1 % % % % |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Debt | |
Summary of short-term debt | September 30, 2017 March 31, 2017 Notes outstanding under the revolving credit facility $ — $ — Term loan- current maturities — Less: deferred financing costs — current — ) Total $ — $ |
Summary of long-term debt | September 30, 2017 March 31, 2017 Term loan $ $ Less: Current maturities — ) Deferred financing costs, long-term ) ) Total $ $ |
Pensions and post-retirement 32
Pensions and post-retirement benefits (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Pensions and post-retirement benefits | |
Schedule of pension expense recognized | Three Months Ended Six Months Ended 2017 2016 2017 2016 Components of net periodic pension cost Service cost $ $ $ $ Interest cost Expected return on plan assets ) ) ) ) Amortization actuarial loss Amortization past service cost Net periodic pension cost $ $ $ |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Restructuring | |
Summary of restructuring charges | September 30, 2017 Balance at April 1, 2017 $ — Provisions Cash Payments Balance at September 30, 2017 $ |
Accumulated Other Comprehensi34
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Accumulated Other Comprehensive Loss | |
Schedule of changes in accumulated other comprehensive income (loss) by component | Three Months Ended Six Months Ended Accumulated Other Comprehensive Income (Loss) 2017 2016 2017 2016 Investment securities Beginning balance $ $ $ $ Other comprehensive income (loss) (OCI) before reclassifications net of tax of $(32), $(101), $84 and $(36) ) ) ) Reclassifications from OCI to other income, net of tax of $(40), $(67), $0 and $3 ) ) (Less) : Noncontrolling interests, net of tax $19, $35, $(22) and $10 ) Comprehensive income (loss) on investment securities, net of tax of $(53), $(133), $62 and $(23) ) ) ) Closing Balance $ $ ) $ $ ) Currency Translation Adjustments Beginning balance $ ) $ ) $ ) $ ) OCI before reclassifications ) (Less): Noncontrolling interests, net of tax ) ) Comprehensive income (loss) on currency translation adjustment ) Closing Balance $ ) $ ) $ ) $ ) Cash Flow Hedges Beginning balance $ $ $ $ OCI before reclassifications net of tax of $153, $2,138, $403, and $2,402 ) ) Reclassifications from OCI to - Revenue, net of tax of $(1,010) $(328), $(1,907) and $(511) ) ) ) ) - Costs of revenue, net of tax of $(594), $(267), $(1,160) and $(281) ) ) ) ) - Selling, general and administrative expenses, net of tax of $(342), $(177), $(661) and $(185) ) ) ) ) - Interest expenses, net of tax of $(14), $0, $(14) and $0 ) — ) — (Less): Noncontrolling interests, net of tax $214, $(189), $367 and $152 ) Comprehensive income (loss) on cash flow hedges, net of tax of $(1,593), $1,177, $(2,972) and $1,577 ) ) Closing Balance $ $ $ $ Benefit plans Beginning balance $ ) $ ) $ ) $ ) OCI before reclassifications net of tax of $0 for all periods $ — $ $ — $ Reclassifications from OCI for prior service credit (cost) to: - Costs of revenue, net of tax of $0 for all periods - Selling, general and administrative expenses, net of tax of $0 for all periods — — — Reclassifications from OCI for net actuarial gain (loss) amortization to: - Costs of revenue, net of tax of $0 for all periods - Selling, general and administrative expenses, net of tax of $0 for all periods Other adjustments ) (Less): Noncontrolling interests, net of tax — ) — ) Comprehensive income (loss) on benefit plans, net of tax of $0 for all periods Closing Balance $ ) $ ) $ ) $ ) Accumulated other comprehensive (loss) at September 30, 2017 $ ) $ ) $ ) $ ) |
Unaudited Interim Financial I35
Unaudited Interim Financial Information - Recent accounting pronouncements (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Mar. 31, 2017 | |
Recent accounting pronouncements | |||||
Recognized tax benefits | $ (1,500) | $ (499) | $ (2,298) | $ (35) | |
Restricted cash | 975 | 975 | $ 178 | ||
ASU 2016-09 | |||||
Recent accounting pronouncements | |||||
Recognized tax benefits | $ 872 | $ 1,150 |
Earnings (loss) per Share - Bas
Earnings (loss) per Share - Basic earnings (loss) per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Numerator: | ||||
Net income (loss) available to Virtusa stockholders | $ 4,768 | $ 3,214 | $ 8,426 | $ (3,042) |
Less: Series A Convertible Preferred Stock dividends and accretion | (1,087) | (1,788) | ||
Net income (loss) available to Virtusa common stockholders | $ 3,681 | $ 3,214 | $ 6,638 | $ (3,042) |
Denominator: | ||||
Basic weighted average common shares outstanding (in shares) | 29,216,600 | 29,616,179 | 29,434,101 | 29,551,233 |
Basic earnings (loss) per share (in dollars per share) | $ 0.13 | $ 0.11 | $ 0.23 | $ (0.10) |
Earnings (loss) per Share - Dil
Earnings (loss) per Share - Diluted earnings (loss) per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Numerator: | ||||
Net income (loss) available to Virtusa common stockholders | $ 3,681 | $ 3,214 | $ 6,638 | $ (3,042) |
Net income (loss) available to Virtusa common stockholders | $ 3,681 | $ 3,214 | $ 6,638 | $ (3,042) |
Denominator: | ||||
Basic weighted average common shares outstanding (in shares) | 29,216,600 | 29,616,179 | 29,434,101 | 29,551,233 |
Dilutive effect of employee stock options and unvested restricted stock awards and restricted stock units (in shares) | 603,981 | 503,151 | 601,764 | |
Dilutive effect of stock appreciation rights (in shares) | 10,879 | |||
Weighted average shares-diluted (in shares) | 29,820,581 | 30,130,209 | 30,035,865 | 29,551,233 |
Diluted earnings (loss) per share (in dollars per share) | $ 0.12 | $ 0.11 | $ 0.22 | $ (0.10) |
Shares excluded from computation of earnings per share | 58,720 | 658,176 | 172,491 | 0 |
Series A Convertible Preferred Stock | ||||
Denominator: | ||||
Shares excluded from computation of earnings per share | 3,000,000 | 2,456,044 |
Investment Securities (Details)
Investment Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Mar. 31, 2017 | |
Investment Securities | |||||
Amortized Cost | $ 91,349 | $ 91,349 | $ 91,943 | ||
Gross Unrealized Gains | 584 | 584 | 427 | ||
Gross Unrealized Losses | (151) | (151) | (285) | ||
Fair Value | 91,782 | 91,782 | 92,085 | ||
Proceeds from sales of available-for-sale investment securities and the gross gains and losses | |||||
Proceeds from sales of available-for-sale investment securities | 33,827 | $ 42,316 | 62,829 | $ 82,755 | |
Gross gains | 656 | 433 | 675 | 743 | |
Gross losses | (1) | (91) | |||
Net realized gains on sales of available-for-sale investment securities | 655 | $ 433 | 584 | $ 743 | |
Corporate bonds | Current | |||||
Investment Securities | |||||
Amortized Cost | 34,164 | 34,164 | 36,722 | ||
Gross Unrealized Gains | 1 | 1 | 7 | ||
Gross Unrealized Losses | (35) | (35) | (55) | ||
Fair Value | 34,130 | 34,130 | 36,674 | ||
Corporate bonds | Non-current | |||||
Investment Securities | |||||
Amortized Cost | 13,316 | 13,316 | 17,511 | ||
Gross Unrealized Gains | 1 | 1 | 3 | ||
Gross Unrealized Losses | (17) | (17) | (48) | ||
Fair Value | 13,300 | 13,300 | 17,466 | ||
Preference shares | Current | |||||
Investment Securities | |||||
Amortized Cost | 1,633 | ||||
Gross Unrealized Losses | (75) | ||||
Fair Value | 1,558 | ||||
Preference shares | Non-current | |||||
Investment Securities | |||||
Amortized Cost | 1,742 | 1,742 | 1,829 | ||
Gross Unrealized Losses | (95) | (95) | (101) | ||
Fair Value | 1,647 | 1,647 | 1,728 | ||
Agency and short-term notes | Current | |||||
Investment Securities | |||||
Amortized Cost | 2,606 | 2,606 | 1,816 | ||
Gross Unrealized Losses | (4) | (4) | (3) | ||
Fair Value | 2,602 | 2,602 | 1,813 | ||
Agency and short-term notes | Non-current | |||||
Investment Securities | |||||
Amortized Cost | 803 | ||||
Gross Unrealized Losses | (3) | ||||
Fair Value | 800 | ||||
Mutual funds | Current | |||||
Investment Securities | |||||
Amortized Cost | 23,146 | 23,146 | 17,934 | ||
Gross Unrealized Gains | 425 | 425 | 371 | ||
Fair Value | 23,571 | 23,571 | 18,305 | ||
Commercial paper | Current | |||||
Investment Securities | |||||
Amortized Cost | 2,520 | 2,520 | 2,993 | ||
Fair Value | 2,520 | 2,520 | 2,993 | ||
Equity Shares/ Options | Non-current | |||||
Investment Securities | |||||
Amortized Cost | 16 | 16 | 17 | ||
Gross Unrealized Gains | 157 | 157 | 46 | ||
Fair Value | 173 | 173 | 63 | ||
Time deposits | Current | |||||
Investment Securities | |||||
Amortized Cost | 13,839 | 13,839 | 10,685 | ||
Fair Value | $ 13,839 | $ 13,839 | $ 10,685 |
Fair Value of Financial Instr39
Fair Value of Financial Instruments - Financial assets and liabilities measured at fair value on a recurring basis (Details) - Recurring - USD ($) $ in Thousands | Sep. 30, 2017 | Mar. 31, 2017 |
Investments: | ||
Available-for-sales securities-current | $ 76,662 | $ 72,028 |
Available-for-sales securities-non-current | 15,120 | 20,057 |
Foreign currency derivative contracts | 6,318 | 16,431 |
Interest Rate Swap Contracts | 1,571 | 1,842 |
Total assets | 99,671 | 110,358 |
Liabilities: | ||
Foreign currency derivative contracts | 698 | |
Contingent consideration | 100 | |
Total liabilities | 798 | |
Level 2 | ||
Investments: | ||
Available-for-sales securities-current | 76,662 | 72,028 |
Available-for-sales securities-non-current | 15,120 | 20,057 |
Foreign currency derivative contracts | 6,318 | 16,431 |
Interest Rate Swap Contracts | 1,571 | 1,842 |
Total assets | 99,671 | $ 110,358 |
Liabilities: | ||
Foreign currency derivative contracts | 698 | |
Total liabilities | 698 | |
Level 3 | ||
Liabilities: | ||
Contingent consideration | 100 | |
Total liabilities | $ 100 |
Fair Value of Financial Instr40
Fair Value of Financial Instruments - Level 3 financial liabilities (Details) - Level 3 $ in Thousands | 6 Months Ended |
Sep. 30, 2017USD ($) | |
Changes in fair value of the Company's Level 3 financial liabilities | |
Contingent consideration arising from acquisition (See Note 7) | $ 100 |
Balance at the end of the period | $ 100 |
Derivative Financial Instrume41
Derivative Financial Instruments - Derivatives (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2017USD ($)item | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)item | Sep. 30, 2016USD ($) | Mar. 31, 2017USD ($) | |
Derivative Financial Instruments | |||||
Other income (expense) | $ (1,187) | $ 1,418 | $ (1,812) | $ (2,707) | |
Number of parties under derivative contact | item | 5 | 5 | |||
Foreign currency exchange contract | |||||
Derivative Financial Instruments | |||||
Number of hedging programs maintained | item | 4 | ||||
Derivatives designated as hedging instrument | Foreign currency exchange contract | |||||
Derivative Financial Instruments | |||||
Period hedged by Cash Flow Program | 18 months | ||||
Additional period after which the contract is deemed ineffective | 2 months | ||||
U.S. dollar notional value | $ 117,758 | $ 117,758 | $ 153,435 | ||
Unrealized net gains related to derivative instruments expected to be reclassified from AOCI into earnings during the next 12 months | $ 5,668 | ||||
Derivatives designated as hedging instrument | Foreign currency exchange contract | Maximum | |||||
Derivative Financial Instruments | |||||
Maturity period of derivatives | 15 months | ||||
Derivatives designated as hedging instrument | Foreign currency exchange contract | Cash Flow Hedges | Reclassification out of accumulated other comprehensive income | |||||
Derivative Financial Instruments | |||||
Other income (expense) | $ 0 | $ 0 | |||
Derivatives not designated as hedging instrument | Foreign currency exchange contract | |||||
Derivative Financial Instruments | |||||
Maturity period of derivatives | 30 days | ||||
Derivatives not designated as hedging instrument | Foreign currency exchange contract | Maximum | |||||
Derivative Financial Instruments | |||||
Maturity period of derivatives | 92 days | ||||
Polaris | Derivatives designated as hedging instrument | Foreign currency exchange contract | |||||
Derivative Financial Instruments | |||||
Period hedged by Cash Flow Program | 18 months |
Derivative Financial Instrume42
Derivative Financial Instruments - Interest rate swaps (Details) $ in Thousands | Feb. 25, 2016 | Jul. 31, 2016 | Mar. 31, 2017USD ($) | Sep. 30, 2017USD ($) |
Forward starting interest rate swaps | ||||
Interest rate cash flow hedges | ||||
Derivative, term of contract | 12 months | 3 years | ||
Aggregate notional amount | $ 92,500 | |||
Pre-payment of principal on existing debt | $ 81,000 | |||
Percentage of debt hedged | 85.00% | |||
Amortized notional amount at a blended weighted average rate | 1.025% | |||
Unrealized gain on derivative | $ 1,842 | $ 1,571 | ||
JPM | Senior secured debt financing | ||||
Interest rate cash flow hedges | ||||
First year maximum leverage ratio | 3.25 | |||
Second year maximum leverage ratio | 3 | |||
Maximum leverage ratio for four consecutive quarter ending on each fiscal quarter | 2.75 | |||
Minimum fixed charge coverage ratio as of last day of any reference period | 1.25 |
Derivative Financial Instrume43
Derivative Financial Instruments - Foreign currency exchange contracts designated as hedging instruments (Details) - Derivatives designated as hedging instrument - Foreign currency exchange contract - USD ($) $ in Thousands | Sep. 30, 2017 | Mar. 31, 2017 |
Foreign currency exchange and interest rate swap contracts | ||
Other current assets | $ 6,303 | $ 15,544 |
Other long-term assets | 15 | $ 887 |
Accrued expenses and other | $ 698 |
Derivative Financial Instrume44
Derivative Financial Instruments - Interest rate swap contracts designated as hedging instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Mar. 31, 2017 |
Derivatives designated as hedging instrument | Forward starting interest rate swaps | ||
Foreign currency exchange and interest rate swap contracts | ||
Other long-term assets | $ 1,571 | $ 1,842 |
Derivative Financial Instrume45
Derivative Financial Instruments - Effect of foreign currency exchange contracts (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue | ||||
Derivative Financial Instruments | ||||
Amount of Gain Reclassified from AOCI into Income (Effective Portion) | $ 2,919 | $ 949 | $ 5,511 | $ 1,477 |
Costs of revenue | ||||
Derivative Financial Instruments | ||||
Amount of Gain Reclassified from AOCI into Income (Effective Portion) | 1,987 | 1,173 | 4,052 | 1,371 |
Operating expenses | ||||
Derivative Financial Instruments | ||||
Amount of Gain Reclassified from AOCI into Income (Effective Portion) | 1,150 | 774 | 2,310 | 895 |
Interest expense | ||||
Derivative Financial Instruments | ||||
Amount of Gain Reclassified from AOCI into Income (Effective Portion) | 34 | 34 | ||
Derivatives designated as hedging instrument | Foreign currency exchange contract | ||||
Derivative Financial Instruments | ||||
Amount of Gain or (Loss) Recognized in AOCI on Derivative (Effective Portion) | 93 | 7,801 | 598 | 9,860 |
Derivatives designated as hedging instrument | Forward starting interest rate swaps | ||||
Derivative Financial Instruments | ||||
Amount of Gain or (Loss) Recognized in AOCI on Derivative (Effective Portion) | 37 | (103) | (237) | (103) |
Derivatives not designated as hedging instrument | Foreign currency exchange contract | Foreign currency transaction gains (losses) | ||||
Derivative Financial Instruments | ||||
Amount of Gain or (Loss) Recognized in Income on Derivatives | (180) | |||
Derivatives not designated as hedging instrument | Foreign currency exchange contract | Revenue | ||||
Derivative Financial Instruments | ||||
Amount of Gain or (Loss) Recognized in Income on Derivatives | (155) | (26) | (336) | 83 |
Derivatives not designated as hedging instrument | Foreign currency exchange contract | Costs of revenue | ||||
Derivative Financial Instruments | ||||
Amount of Gain or (Loss) Recognized in Income on Derivatives | 89 | 14 | 231 | (39) |
Derivatives not designated as hedging instrument | Foreign currency exchange contract | Selling, general and administrative expenses | ||||
Derivative Financial Instruments | ||||
Amount of Gain or (Loss) Recognized in Income on Derivatives | $ 22 | $ 1 | $ 53 | $ (13) |
Acquisitions (Details)
Acquisitions (Details) ₨ in Thousands, $ in Thousands | Oct. 26, 2017 | Jun. 29, 2017USD ($) | Dec. 14, 2016USD ($) | Dec. 13, 2016 | Apr. 06, 2016INR (₨)shares | Apr. 06, 2016USD ($)shares | Apr. 05, 2016 | Mar. 03, 2016INR (₨)shares | Mar. 03, 2016USD ($)shares | Dec. 31, 2016 | Sep. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) |
Purchase Price Allocation: | |||||||||||||
Goodwill | $ 211,157 | $ 211,089 | |||||||||||
Consulting company of India | |||||||||||||
Acquisitions | |||||||||||||
Escrow deposit | $ 50 | ||||||||||||
Holdback payment term | 1 year | ||||||||||||
Consideration Transferred: | |||||||||||||
Cash paid at closing | $ 750 | ||||||||||||
Additional payment earn-out consideration after two years | $ 100 | ||||||||||||
Earn-out consideration period based on certain achievement | 2 years | ||||||||||||
Purchase Price Allocation: | |||||||||||||
Goodwill | $ 150 | ||||||||||||
Consulting company of India | Customer relationships | |||||||||||||
Purchase Price Allocation: | |||||||||||||
Intangible assets | $ 600 | ||||||||||||
Polaris | Public Offering | |||||||||||||
Acquisitions | |||||||||||||
Ownership interest sold through open offer (as a percent) | 3.70% | ||||||||||||
Ownership interest prior to the sale offer (as a percent) | 78.60% | ||||||||||||
Ownership interest of basic shares (as a percent) | 74.90% | 78.60% | |||||||||||
Proceeds from issuance of common stock | $ 7,645 | ||||||||||||
Brokerage fees and taxes | 188 | ||||||||||||
Professional and legal fees and expense | $ 409 | ||||||||||||
Virtusa Consulting Services Private Limited | Polaris | |||||||||||||
Acquisitions | |||||||||||||
Ownership interest of diluted shares (as a percent) | 77.70% | 77.70% | 51.70% | ||||||||||
Ownership interest of basic shares (as a percent) | 78.80% | 78.80% | 52.90% | 74.40% | |||||||||
Period to sell | 1 year | 1 year | |||||||||||
Stock ownership percentage threshold | 75.00% | 75.00% | |||||||||||
Virtusa Consulting Services Private Limited | Polaris | Subsequent Events | |||||||||||||
Acquisitions | |||||||||||||
Ownership interest of basic shares (as a percent) | 74.40% | ||||||||||||
Minimum acquisition of ordinary shares to delist (as a percent) | 90.00% | ||||||||||||
Virtusa Consulting Services Private Limited | Polaris | Certain Polaris Shareholders | |||||||||||||
Acquisitions | |||||||||||||
Number of shares purchased | shares | 53,133,127 | 53,133,127 | |||||||||||
Shares acquired (as a percent) | 51.70% | 51.70% | |||||||||||
Consideration Transferred: | |||||||||||||
Cash paid at closing | ₨ 11,391,365 | $ 168,257 | |||||||||||
Virtusa Consulting Services Private Limited | Polaris | Polaris Public Shareholders | |||||||||||||
Acquisitions | |||||||||||||
Number of shares purchased | shares | 26,719,942 | 26,719,942 | |||||||||||
Shares acquired (as a percent) | 26.00% | 26.00% | |||||||||||
Total consideration | ₨ 5,935,260 | $ 89,147 | |||||||||||
Escrow deposit | $ 89,220 |
Series A Convertible Preferre47
Series A Convertible Preferred Stock (Details) $ / shares in Units, $ in Thousands | May 03, 2017USD ($)directoritem$ / sharesshares | Sep. 30, 2017USD ($)$ / shares | Sep. 30, 2017USD ($)$ / shares | Mar. 31, 2017$ / shares |
Series A Convertible Preferred Stock | ||||
Par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |
Cash dividends paid | $ | $ 1,035 | |||
Series A Convertible Preferred Stock | ||||
Series A Convertible Preferred Stock | ||||
Dividend rate (as a percent) | 3.875% | |||
Liquidation preference (in dollars per share) | $ 1,000 | |||
Orogen | Series A Convertible Preferred Stock | ||||
Series A Convertible Preferred Stock | ||||
Aggregate purchase price | $ | $ 108,000 | |||
Initial conversion rate (in shares) | 27.77778 | |||
Conversion price (in dollars per share) | $ 36 | |||
Repurchase price, as a percent of liquidation preference | 100.00% | |||
Increase in preference dividend rate, per annum (as a percent) | 1.00% | |||
Additional increase in preference dividend rate, per annum on each anniversary of the date that the Company is required to effect such repurchase (as a percent) | 1.00% | |||
Orogen | Series A Convertible Preferred Stock | Prior To May 3, 2024 | ||||
Series A Convertible Preferred Stock | ||||
Increase in preference dividend rate, per annum (as a percent) | 1.00% | |||
Additional increase in preference dividend rate, per annum on each anniversary of the date that the Company is required to effect such repurchase (as a percent) | 1.00% | |||
Orogen | Series A Convertible Preferred Stock | Any time after May 3, 2020 | ||||
Series A Convertible Preferred Stock | ||||
Period of consecutive trading days, during which the conversion of preferred stock can be triggered | 30 days | |||
Orogen | Series A Voting Preferred Stock | ||||
Series A Convertible Preferred Stock | ||||
Sale of convertible preferred stock (in shares) | shares | 70,000 | |||
Dividend rate (as a percent) | 3.875% | |||
Par value (in dollars per share) | $ 0.01 | |||
Purchase price (in dollars per share) | $ 1,000 | |||
Number of directors in the board | director | 9 | |||
Increased number of directors in the board | director | 10 | |||
Minimum beneficial ownership percentage to be maintained, to keep intact the appointment rights | 50.00% | |||
Minimum beneficial ownership percentage to be maintained, post conversion of preferred shares | 50.00% | |||
Number of nominees of the purchaser elected as a director | item | 1 | |||
Outstanding common stock ownership, percentage | 20.00% | |||
Number of directors entitled to be elected to serve on the board | item | 1 | |||
Direct and incremental expenses incurred | $ | 1,154 | |||
Accretion on preferred stock | $ | $ 41 | 68 | ||
Declared and accrued dividends | $ | $ 686 | 686 | ||
Cash dividends paid | $ | $ 1,035 | |||
Orogen | Series A-1 Preferred Stock | ||||
Series A Convertible Preferred Stock | ||||
Sale of convertible preferred stock (in shares) | shares | 38,000 | |||
Dividend rate (as a percent) | 3.875% | |||
Par value (in dollars per share) | $ 0.01 | |||
Purchase price (in dollars per share) | $ 1,000 | |||
Preferred stock conversion ratio | 1 | |||
Minimum | Orogen | Series A Convertible Preferred Stock | Any time after May 3, 2020 | ||||
Series A Convertible Preferred Stock | ||||
Percentage by which the closing common stock price exceeds the then applicable conversion price of the Preferred Stock, to trigger the conversion of preferred stock | 150.00% | |||
Number of trading days during a period of 30 consecutive trading days, during which the conversion of preferred stock can be triggered | item | 20 | |||
Maximum | Orogen | Series A Convertible Preferred Stock | ||||
Series A Convertible Preferred Stock | ||||
Dividend rate (as a percent) | 6.875% | |||
Maximum | Orogen | Series A Convertible Preferred Stock | Prior To May 3, 2024 | ||||
Series A Convertible Preferred Stock | ||||
Dividend rate (as a percent) | 6.875% |
Goodwill and Intangible Asset48
Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands | 6 Months Ended |
Sep. 30, 2017USD ($)segment | |
Goodwill: | |
Number of operating segments | segment | 1 |
Changes in goodwill | |
Balance at the beginning of the period | $ 211,089 |
Goodwill arising from acquisitions | 150 |
Foreign currency translation adjustments | (82) |
Balance at the end of the period | 211,157 |
Acquisition costs and goodwill deductible for tax purposes | 74,128 |
Trade Tech and Polaris | |
Changes in goodwill | |
Acquisition costs and goodwill not deductible for tax purposes | $ 148,917 |
Goodwill and Intangible Asset49
Goodwill and Intangible Assets - Intangible assets (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2017 | Mar. 31, 2017 | |
Intangible Assets | ||
Weighted Average Useful Life | 10 years 6 months | |
Gross Carrying Amount | $ 86,704 | |
Accumulated Amortization | 32,585 | |
Net Carrying Amount | $ 54,119 | $ 58,361 |
Customer relationships | ||
Intangible Assets | ||
Weighted Average Useful Life | 10 years 9 months 18 days | |
Gross Carrying Amount | $ 83,256 | |
Accumulated Amortization | 30,098 | |
Net Carrying Amount | $ 53,158 | |
Trademark | ||
Intangible Assets | ||
Weighted Average Useful Life | 2 years 1 month 6 days | |
Gross Carrying Amount | $ 2,948 | |
Accumulated Amortization | 2,286 | |
Net Carrying Amount | $ 662 | |
Technology | ||
Intangible Assets | ||
Weighted Average Useful Life | 5 years | |
Gross Carrying Amount | $ 500 | |
Accumulated Amortization | 201 | |
Net Carrying Amount | $ 299 |
Income Taxes - Income tax infor
Income Taxes - Income tax information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2017USD ($)a | Sep. 30, 2016 | Sep. 30, 2017USD ($)aitem | Sep. 30, 2016USD ($) | Mar. 31, 2016 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2011subsidiary | Mar. 31, 2010subsidiary | Mar. 31, 2009 | Mar. 31, 2017USD ($) | |
Income Taxes | |||||||||||
Effective tax rate (as a percent) | 16.50% | 10.10% | 15.80% | (3.40%) | |||||||
Total liability for unrecognized tax benefits which would impact the annual effective rate, if realized | $ 7,588 | $ 7,588 | $ 7,612 | ||||||||
Increase (decrease) in unrecognized tax benefits | (24) | $ 28 | |||||||||
Unremitted earnings from foreign subsidiaries | 412,167 | 412,167 | |||||||||
Cash, cash equivalents, short-term and long-term investments available for distribution if not indefinitely reinvested | $ 174,907 | $ 174,907 | |||||||||
Bangalore | |||||||||||
Income Taxes | |||||||||||
Number of export oriented units created | subsidiary | 1 | ||||||||||
Hyderabad | |||||||||||
Income Taxes | |||||||||||
Number of export oriented units created | subsidiary | 1 | ||||||||||
India | |||||||||||
Income Taxes | |||||||||||
Number of export oriented units created | subsidiary | 2 | ||||||||||
India | Indian operations in areas designated as a SEZ | |||||||||||
Income Taxes | |||||||||||
Number of development centers operated | item | 2 | ||||||||||
India | Indian operations in areas designated as a SEZ | Hyderabad | |||||||||||
Income Taxes | |||||||||||
Parcel of land (in acres) | a | 6.3 | 6.3 | |||||||||
Consecutive period of income tax exemption | 10 years | ||||||||||
Income tax benefits total eligibility period | 15 years | ||||||||||
India | Virtusa India | |||||||||||
Income Taxes | |||||||||||
Current corporate income tax rate | 34.60% | ||||||||||
Sri Lanka | Virtusa (Private) Limited | |||||||||||
Income Taxes | |||||||||||
Income tax exemption period | 12 years | ||||||||||
Maximum | India | Indian operations in areas designated as a SEZ | Bangalore | |||||||||||
Income Taxes | |||||||||||
Income tax exemption period | 15 years | 15 years | |||||||||
Maximum | India | Indian operations in areas designated as a SEZ | Hyderabad | |||||||||||
Income Taxes | |||||||||||
Income tax exemption period | 15 years | ||||||||||
Maximum | India | Indian operations in areas designated as a SEZ | Pune | |||||||||||
Income Taxes | |||||||||||
Income tax exemption period | 15 years | 15 years | |||||||||
Maximum | India | Indian operations in areas designated as a SEZ | Hyderabad and Chennai | |||||||||||
Income Taxes | |||||||||||
Income tax exemption period | 15 years |
Income Taxes - ASU 2016-09 (Det
Income Taxes - ASU 2016-09 (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Recent accounting pronouncements | ||||
Income tax expense (benefit) | $ (1,500) | $ (499) | $ (2,298) | $ (35) |
ASU 2016-09 | ||||
Recent accounting pronouncements | ||||
Income tax expense (benefit) | $ 872 | $ 1,150 |
Concentration of Revenue and 52
Concentration of Revenue and Assets - Geographic concentration (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Mar. 31, 2017 | |
Concentration of Revenue and Assets | |||||
Consolidated revenue | $ 248,174 | $ 210,089 | $ 475,519 | $ 415,560 | |
Consolidated long-lived assets, net | 384,323 | 384,323 | $ 388,340 | ||
United States of America | |||||
Concentration of Revenue and Assets | |||||
Consolidated revenue | 150,765 | 130,428 | 290,465 | 258,430 | |
Consolidated long-lived assets, net | 89,769 | 89,769 | 91,500 | ||
United Kingdom | |||||
Concentration of Revenue and Assets | |||||
Consolidated revenue | 47,881 | 39,146 | 90,013 | 76,418 | |
India | |||||
Concentration of Revenue and Assets | |||||
Consolidated long-lived assets, net | 267,992 | 267,992 | 271,346 | ||
Rest of World | |||||
Concentration of Revenue and Assets | |||||
Consolidated revenue | 49,528 | $ 40,515 | 95,041 | $ 80,712 | |
Consolidated long-lived assets, net | $ 26,562 | $ 26,562 | $ 25,494 |
Concentration of Revenue and 53
Concentration of Revenue and Assets - Revenue percentage (Details) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Sales revenue | Customer 1 | ||||
Concentration of Revenue and Assets | ||||
Revenue from significant clients as a percentage of consolidated revenue | 19.60% | 16.50% | 18.80% | 16.10% |
Debt - General information (Det
Debt - General information (Details) - USD ($) $ in Thousands | May 03, 2017 | Feb. 25, 2016 | Sep. 30, 2017 |
Forward starting interest rate swaps | |||
Debt | |||
Prepayment of principal on debt | $ 81,000 | ||
JPM | Orogen | |||
Debt | |||
Prepayment of principal on debt | $ 81,000 | ||
Senior secured debt financing | JPM | |||
Debt | |||
First year maximum leverage ratio | 3.25 | ||
Second year maximum leverage ratio | 3 | ||
Maximum leverage ratio for four consecutive quarter ending on each fiscal quarter | 2.75 | ||
Threshold period to maintain unrestricted cash | 1 year | ||
Minimum total leverage ratio limit to maintain unrestricted cash deposit | 150.00% | ||
Minimum unrestricted cash to maintain as deposit in U.S. bank on exceeding leverage ratio | $ 30,000 | ||
Minimum unrestricted cash and certain permitted investments to maintain | $ 20,000 | ||
Minimum fixed charge coverage ratio as of last day of any reference period | 1.25 | ||
Senior secured debt financing | JPM | Polaris | |||
Debt | |||
Term of credit facility | 5 years | ||
Senior secured debt financing | LIBOR | JPM | Polaris | |||
Debt | |||
Interest rate added to the base rate (as a percent) | 2.75% | ||
Interest rate (as a percentage) | 3.49% | ||
Revolving credit facility | JPM | Polaris | |||
Debt | |||
Amount outstanding under the credit facility | $ 0 | ||
Revolving credit facility | Virtusa Consulting Services Private Limited | JPM | Polaris | |||
Debt | |||
Maximum borrowing capacity under the credit agreement | $ 100,000 | ||
Delayed-draw term loan | JPM | Polaris | |||
Debt | |||
Drew down during the period | 200,000 | ||
Delayed-draw term loan | Virtusa Consulting Services Private Limited | JPM | Polaris | |||
Debt | |||
Maximum borrowing capacity under the credit agreement | $ 200,000 |
Debt - Current portion of long-
Debt - Current portion of long-term debt (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Current portion of long-term debt | |
Total | $ 8,870 |
JPM | |
Current portion of long-term debt | |
Term loan - current maturities | 10,000 |
Less: deferred financing costs - current | (1,130) |
Total | $ 8,870 |
Debt - Long-term debt, less cur
Debt - Long-term debt, less current portion (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Mar. 31, 2017 |
Less: | ||
Total | $ 105,157 | $ 176,722 |
JPM | ||
Less: | ||
Current maturities | (10,000) | |
Delayed-draw term loan | JPM | ||
Long-term debt, less current portion | ||
Term loan | 109,000 | 190,000 |
Less: | ||
Current maturities | (10,000) | |
Deferred financing costs, long-term | (3,843) | (3,278) |
Total | $ 105,157 | $ 176,722 |
Debt - Long term debt maturitie
Debt - Long term debt maturities and swap agreements (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Jul. 31, 2016 | Mar. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jul. 31, 2017contract | |
Forward starting interest rate swaps | ||||
Debt | ||||
Number of derivative contracts | contract | 3 | |||
Derivative, term of contract | 12 months | 3 years | ||
Aggregate notional amount | $ 92,500 | |||
Pre-payment of principal on existing debt | $ 81,000 | |||
Percentage of debt hedged | 85.00% | |||
Amortized notional amount at a blended weighted average rate | 1.025% | |||
Unrealized gain on derivative | $ 1,842 | $ 1,571 | ||
U.K. Subsidiary | ||||
Debt | ||||
Receivables sold under the terms of the financing agreement | 10,954 | |||
Amounts due related to a financing agreement to sell certain accounts receivable balances | $ 0 |
Pensions and post-retirement 58
Pensions and post-retirement benefits (Details) - Pension benefits - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Components of net periodic pension cost | ||||
Service cost | $ 733 | $ 462 | $ 1,100 | $ 666 |
Interest cost | 331 | 204 | 496 | 283 |
Expected return on plan assets | (347) | (206) | (520) | (302) |
Amortization actuarial loss | 77 | 41 | 116 | 82 |
Amortization past service cost | 5 | 2 | 7 | 5 |
Net periodic pension cost | $ 799 | $ 503 | 1,199 | $ 734 |
Expected cash contributions to the plans in current fiscal period | 2,267 | |||
Employer contributions | $ 1,637 |
Restructuring (Details)
Restructuring (Details) $ in Thousands | 3 Months Ended | 6 Months Ended |
Sep. 30, 2017USD ($) | Sep. 30, 2017USD ($) | |
Restructuring | ||
Restructuring charges incurred for termination benefits | $ 757 | |
Additional restructuring costs expected to be incurred | 700 | $ 700 |
Restructuring charges | ||
Provisions | 757 | |
Cash Payments | 313 | |
Balance at the end of the period | $ 444 | $ 444 |
Accumulated Other Comprehensi60
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Changes in the components of accumulated other comprehensive income (loss) | ||||
Balance | $ 585,016 | |||
Reclassifications from OCI to: | ||||
Revenue | $ 248,174 | $ 210,089 | 475,519 | $ 415,560 |
Costs of revenue | (178,404) | (152,369) | (344,683) | (305,929) |
Selling, General and Administrative Expense | (59,491) | (54,183) | (114,487) | (107,943) |
Interest expense | (1,413) | (1,892) | (3,071) | (3,737) |
(Less) : Noncontrolling interests, net of tax | (2,045) | (2,636) | (3,307) | (1,540) |
Other comprehensive income (loss) | (3,380) | 5,194 | (3,486) | 1,539 |
Balance | 573,393 | 573,393 | ||
Accumulated Other Comprehensive Income (Loss) | ||||
Reclassifications from OCI to: | ||||
Balance | (42,729) | (40,152) | (42,729) | (40,152) |
Investment securities | ||||
Changes in the components of accumulated other comprehensive income (loss) | ||||
Balance | 280 | 205 | 57 | 23 |
Other comprehensive income (loss) (OCI) before reclassifications net of tax | (23) | (268) | 186 | (175) |
Reclassifications from OCI to: | ||||
(Less) : Noncontrolling interests, net of tax | 35 | 67 | (41) | 19 |
Other comprehensive income (loss) | (60) | (327) | 163 | (145) |
Balance | 220 | (122) | 220 | (122) |
Other Comprehensive Income (Loss), Tax | ||||
OCI before reclassifications | (32) | (101) | 84 | (36) |
OCI, Available-for-sale Securities, Tax | (53) | (133) | 62 | (23) |
Noncontrolling interests, Tax | 19 | 35 | (22) | 10 |
Investment securities | Reclassification out of accumulated other comprehensive income | ||||
Reclassifications from OCI to: | ||||
Other Income | (72) | (126) | 18 | 11 |
Other Comprehensive Income (Loss), Tax | ||||
OCI, Reclassification Adjustment from AOCI for Sale of Securities, Tax | (40) | (67) | 0 | 3 |
Currency Translation Adjustments | ||||
Changes in the components of accumulated other comprehensive income (loss) | ||||
Balance | (47,296) | (49,029) | (50,415) | (45,211) |
Other comprehensive income (loss) (OCI) before reclassifications net of tax | 821 | 1,860 | 4,426 | (3,202) |
Reclassifications from OCI to: | ||||
(Less) : Noncontrolling interests, net of tax | 340 | (1,051) | (146) | 193 |
Other comprehensive income (loss) | 1,161 | 809 | 4,280 | (3,009) |
Balance | (46,135) | (48,220) | (46,135) | (48,220) |
Cash Flow Hedges | ||||
Changes in the components of accumulated other comprehensive income (loss) | ||||
Balance | 8,023 | 5,733 | 11,789 | 3,934 |
Other comprehensive income (loss) (OCI) before reclassifications net of tax | (22) | 5,560 | (42) | 7,355 |
Reclassifications from OCI to: | ||||
(Less) : Noncontrolling interests, net of tax | 404 | (358) | 693 | 288 |
Other comprehensive income (loss) | (3,749) | 3,078 | (7,515) | 4,877 |
Balance | 4,274 | 8,811 | 4,274 | 8,811 |
Other Comprehensive Income (Loss), Tax | ||||
OCI before reclassifications | 153 | 2,138 | 403 | 2,402 |
Noncontrolling interests, Tax | 214 | (189) | 367 | 152 |
Comprehensive income (loss), Tax | (1,593) | 1,177 | (2,972) | 1,577 |
Cash Flow Hedges | Reclassification out of accumulated other comprehensive income | ||||
Reclassifications from OCI to: | ||||
Revenue | (1,909) | (621) | (3,604) | (966) |
Costs of revenue | (1,393) | (906) | (2,892) | (1,090) |
Selling, General and Administrative Expense | (808) | (597) | (1,649) | (710) |
Interest expense | (21) | (21) | ||
Cash Flow Hedges | Reclassification out of accumulated other comprehensive income | Revenue | ||||
Other Comprehensive Income (Loss), Tax | ||||
OCI, Reclassification Adjustment from AOCI on Derivatives, Tax | (1,010) | (328) | (1,907) | (511) |
Cash Flow Hedges | Reclassification out of accumulated other comprehensive income | Costs of revenue | ||||
Other Comprehensive Income (Loss), Tax | ||||
OCI, Reclassification Adjustment from AOCI on Derivatives, Tax | (594) | (267) | (1,160) | (281) |
Cash Flow Hedges | Reclassification out of accumulated other comprehensive income | Selling, general and administrative expenses | ||||
Other Comprehensive Income (Loss), Tax | ||||
OCI, Reclassification Adjustment from AOCI on Derivatives, Tax | (342) | (177) | (661) | (185) |
Cash Flow Hedges | Reclassification out of accumulated other comprehensive income | Interest expense | ||||
Other Comprehensive Income (Loss), Tax | ||||
OCI, Reclassification Adjustment from AOCI on Derivatives, Tax | (14) | 0 | (14) | 0 |
Benefit plans | ||||
Changes in the components of accumulated other comprehensive income (loss) | ||||
Balance | (1,135) | (861) | (1,180) | (885) |
Other comprehensive income (loss) (OCI) before reclassifications net of tax | 247 | 247 | ||
Reclassifications from OCI to: | ||||
Other adjustments | 6 | 2 | 11 | (18) |
(Less) : Noncontrolling interests, net of tax | (52) | (52) | ||
Other comprehensive income (loss) | 47 | 240 | 92 | 264 |
Balance | (1,088) | (621) | (1,088) | (621) |
Other Comprehensive Income (Loss), Tax | ||||
OCI before reclassifications | 0 | 0 | 0 | 0 |
Comprehensive income (loss), Tax | 0 | 0 | 0 | 0 |
Benefit plans, prior service credit (cost) | Reclassification out of accumulated other comprehensive income | ||||
Reclassifications from OCI to: | ||||
Costs of revenue | 2 | 2 | 4 | 4 |
Selling, General and Administrative Expense | 1 | |||
Benefit plans, prior service credit (cost) | Reclassification out of accumulated other comprehensive income | Costs of revenue | ||||
Other Comprehensive Income (Loss), Tax | ||||
OCI, Amortization Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Prior Service Credit (Cost), Tax | 0 | 0 | 0 | 0 |
Benefit plans, prior service credit (cost) | Reclassification out of accumulated other comprehensive income | Selling, general and administrative expenses | ||||
Other Comprehensive Income (Loss), Tax | ||||
OCI, Amortization Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Prior Service Credit (Cost), Tax | 0 | 0 | 0 | 0 |
Benefit plans, net actuarial gain (loss) | Reclassification out of accumulated other comprehensive income | ||||
Reclassifications from OCI to: | ||||
Costs of revenue | 27 | 26 | 53 | 52 |
Selling, General and Administrative Expense | 12 | 15 | 24 | 30 |
Benefit plans, net actuarial gain (loss) | Reclassification out of accumulated other comprehensive income | Costs of revenue | ||||
Other Comprehensive Income (Loss), Tax | ||||
OCI, Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Gain (Loss), Tax | 0 | 0 | 0 | 0 |
Benefit plans, net actuarial gain (loss) | Reclassification out of accumulated other comprehensive income | Selling, general and administrative expenses | ||||
Other Comprehensive Income (Loss), Tax | ||||
OCI, Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Gain (Loss), Tax | $ 0 | $ 0 | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) € in Thousands, ₨ in Thousands, £ in Thousands, SEK in Thousands, $ in Thousands | Oct. 26, 2017 | Oct. 20, 2017INR (₨)$ / £₨ / $₨ / £ | Apr. 06, 2016 | Apr. 05, 2016 | Sep. 30, 2017 | Oct. 20, 2017GBP (£)$ / £₨ / $₨ / £ | Oct. 20, 2017USD ($)$ / £₨ / $₨ / £ | Oct. 16, 2017GBP (£) | Oct. 16, 2017SEK | Oct. 16, 2017EUR (€) | Oct. 16, 2017USD ($) |
Subsequent Events | Derivatives designated as hedging instrument | Foreign currency forward contracts | |||||||||||
Subsequent Events | |||||||||||
Foreign currency forward contracts expiration period | 17 months | ||||||||||
Blended weighted average rate | 67.61 | 67.61 | 67.61 | ||||||||
Subsequent Events | Derivatives designated as hedging instrument | U.S. Dollar and U.K. Pound Sterling Forward Contract | |||||||||||
Subsequent Events | |||||||||||
Aggregate notional amount | £ 3,064 | $ 4,060 | |||||||||
Weighted average settlement rate | 1.33 | 1.33 | 1.33 | 1.33 | |||||||
Spot rate | $ / £ | 1.32 | 1.32 | 1.32 | ||||||||
Subsequent Events | Derivatives designated as hedging instrument | U.S. dollar and Swedish Krona ("SEK") Forward Contract | |||||||||||
Subsequent Events | |||||||||||
Aggregate notional amount | SEK 2,690 | $ 383 | |||||||||
Weighted average settlement rate | 0.14 | 0.14 | 0.14 | 0.14 | |||||||
Subsequent Events | Derivatives designated as hedging instrument | U.S. Dollar and Euro Forward Contract | |||||||||||
Subsequent Events | |||||||||||
Aggregate notional amount | € 1,442 | $ 1,703 | |||||||||
Weighted average settlement rate | 1.18 | 1.18 | 1.18 | 1.18 | |||||||
Subsequent Events | Derivatives designated as hedging instrument | U S Dollar And Indian Rupee Forward Contract | |||||||||||
Subsequent Events | |||||||||||
Aggregate notional amount | ₨ 1,751,130 | $ 26,011 | |||||||||
Weighted average settlement rate | 67.20 | 67.20 | 67.20 | ||||||||
Subsequent Events | Derivatives designated as hedging instrument | U.K. Pound Sterling and Indian Rupee Forward Contract | |||||||||||
Subsequent Events | |||||||||||
Aggregate notional amount | ₨ 942,915 | £ 10,498 | |||||||||
Weighted average settlement rate | ₨ / £ | 89.62 | 89.62 | 89.62 | ||||||||
Polaris | Virtusa Consulting Services Private Limited | |||||||||||
Subsequent Events | |||||||||||
Ownership interest of basic shares (as a percent) | 78.80% | 52.90% | 74.40% | ||||||||
Polaris | Subsequent Events | Virtusa Consulting Services Private Limited | |||||||||||
Subsequent Events | |||||||||||
Minimum acquisition of ordinary shares to delist (as a percent) | 90.00% | ||||||||||
Ownership interest of basic shares (as a percent) | 74.40% |