Genpact LTD 10-Q for FY2023 Q3
Genpact LTD (G)
10-Q
2023-11-09
For: 2023-09-30
View Original
Added on
April 10, 2026
About this 10-Q
Genpact LTD filed this 10-Q on November 9, 2023, covering the quarter ended September 30, 2023 (FY2023 Q3).
Headline figures
Quarter ended September 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.14B
- up 2.2% from $1.11B a year earlier
- Net income
- $117.59M
- up 22.7% from net income of $95.84M a year earlier
- Diluted EPS
- $0.64
- up 25.5% from $0.51 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||
For the Quarterly Period ended September 30, 2023
Or
| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||
For the Transition Period from to
Commission file number: 001-33626
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(441 ) 298-3300
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
As of November 2, 2023, there were 181,412,399 common shares, par value $0.01 per share, of the registrant issued and outstanding.
TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION
Item 1. Unaudited Consolidated Financial Statements
GENPACT LIMITED AND ITS SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
(In thousands, except per share data and share count)
| Notes | As of December 31, 2022 | As of September 30, 2023 | |||||||||||||||
| Assets | |||||||||||||||||
| Current assets | |||||||||||||||||
| Cash and cash equivalents | $ | $ | |||||||||||||||
Accounts receivable, net of allowance for credit losses of $ | 4 | ||||||||||||||||
| Prepaid expenses and other current assets | 7 | ||||||||||||||||
| Total current assets | $ | $ | |||||||||||||||
| Property, plant and equipment, net | 9 | ||||||||||||||||
| Operating lease right-of-use assets | |||||||||||||||||
| Deferred tax assets | 23 | ||||||||||||||||
| Intangible assets, net | 10 | ||||||||||||||||
| Goodwill | 10 | ||||||||||||||||
| Contract cost assets | 20 | ||||||||||||||||
Other assets, net of allowance for credit losses of $ | |||||||||||||||||
| Total assets | $ | $ | |||||||||||||||
| Liabilities and equity | |||||||||||||||||
| Current liabilities | |||||||||||||||||
| Short-term borrowings | 11 | $ | $ | ||||||||||||||
| Current portion of long-term debt | 12 | ||||||||||||||||
| Accounts payable | |||||||||||||||||
| Income taxes payable | 23 | ||||||||||||||||
| Accrued expenses and other current liabilities | 13 | ||||||||||||||||
| Operating leases liability | |||||||||||||||||
| Total current liabilities | $ | $ | |||||||||||||||
| Long-term debt, less current portion | 12 | ||||||||||||||||
| Operating leases liability | |||||||||||||||||
| Deferred tax liabilities | 23 | ||||||||||||||||
| Other liabilities | 14 | ||||||||||||||||
| Total liabilities | $ | $ | |||||||||||||||
| Shareholders' equity | |||||||||||||||||
Preferred shares, $ | |||||||||||||||||
Common shares, $ | |||||||||||||||||
| Additional paid-in capital | |||||||||||||||||
| Retained earnings | |||||||||||||||||
| Accumulated other comprehensive income (loss) | ( | ( | |||||||||||||||
| Total equity | $ | $ | |||||||||||||||
| Commitments and contingencies | 24 | ||||||||||||||||
| Total liabilities and equity | $ | $ | |||||||||||||||
See accompanying notes to the Consolidated Financial Statements.
3
GENPACT LIMITED AND ITS SUBSIDIARIES
Consolidated Statements of Income
(Unaudited)
(In thousands, except per share data and share count)
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||||||||
| Notes | 2022 | 2023 | 2022 | 2023 | |||||||||||||||||||||||||
| Net revenues | 20 | $ | $ | $ | $ | ||||||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | |||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||||||||
| Amortization of acquired intangible assets | 10 | ||||||||||||||||||||||||||||
| Other operating (income) expense, net | 21 | ( | ( | ||||||||||||||||||||||||||
| Income from operations | $ | $ | $ | $ | |||||||||||||||||||||||||
| Foreign exchange gains (losses), net | |||||||||||||||||||||||||||||
| Interest income (expense), net | 22 | ( | ( | ( | ( | ||||||||||||||||||||||||
| Other income (expense), net | ( | ( | ( | ||||||||||||||||||||||||||
| Income before income tax expense | $ | $ | $ | $ | |||||||||||||||||||||||||
| Income tax expense | 23 | ||||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||||||||
| Earnings per common share | 18 | ||||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||||||||
| Weighted average number of common shares used in computing earnings per common share | 18 | ||||||||||||||||||||||||||||
| Basic | |||||||||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||||||||
See accompanying notes to the Consolidated Financial Statements.
4
GENPACT LIMITED AND ITS SUBSIDIARIES
Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
(In thousands)
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income: | |||||||||||||||||||||||
| Currency translation adjustments | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) on cash flow hedging derivatives, net of taxes (Note 6) | ( | ( | ( | ||||||||||||||||||||
| Retirement benefits, net of taxes | |||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive income (loss) | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes to the Consolidated Financial Statements.
5
GENPACT LIMITED AND ITS SUBSIDIARIES
Consolidated Statements of Equity
For the three months ended September 30, 2022
(Unaudited)
(In thousands, except share count)
| Common shares | Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||||||||||||||||||
| No. of Shares | Amount | Additional Paid-in Capital | Retained Earnings | Total Equity | |||||||||||||||||||||||||||||||
| Balance as of July 1, 2022 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Issuance of common shares on exercise of options (Note 16) | — | — | — | ||||||||||||||||||||||||||||||||
| Issuance of common shares under the employee stock purchase plan (Note 16) | — | — | |||||||||||||||||||||||||||||||||
| Net settlement on vesting of restricted share units (Note 16) | — | ( | — | — | ( | ||||||||||||||||||||||||||||||
| Stock repurchased and retired (Note 17) | ( | ( | — | ( | — | ( | |||||||||||||||||||||||||||||
| Expenses related to stock repurchased (Note 17) | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation expense (Note 16) | — | — | — | — | |||||||||||||||||||||||||||||||
| Comprehensive income (loss): | |||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
Dividend ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Balance as of September 30, 2022 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
See accompanying notes to the Consolidated Financial Statements.
6
GENPACT LIMITED AND ITS SUBSIDIARIES
Consolidated Statements of Equity
For the nine months ended September 30, 2022
(Unaudited)
(In thousands, except share count)
| Common shares | Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||||||||||||||||||
| No. of Shares | Amount | Additional Paid-in Capital | Retained Earnings | Total Equity | |||||||||||||||||||||||||||||||
| Balance as of January 1, 2022 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Issuance of common shares on exercise of options (Note 16) | — | — | |||||||||||||||||||||||||||||||||
| Issuance of common shares under the employee stock purchase plan (Note 16) | — | — | |||||||||||||||||||||||||||||||||
| Net settlement on vesting of restricted share units (Note 16) | ( | — | — | ( | |||||||||||||||||||||||||||||||
| Net settlement on vesting of performance units (Note 16) | ( | — | — | ( | |||||||||||||||||||||||||||||||
| Stock repurchased and retired (Note 17) | ( | ( | — | ( | — | ( | |||||||||||||||||||||||||||||
| Expenses related to stock repurchased (Note 17) | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation expense (Note 16) | — | — | — | — | |||||||||||||||||||||||||||||||
| Comprehensive income (loss): | |||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
Dividend ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Balance as of September 30, 2022 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
See accompanying notes to the Consolidated Financial Statements.
7
GENPACT LIMITED AND ITS SUBSIDIARIES
Consolidated Statements of Equity
For the three months ended September 30, 2023
(Unaudited)
(In thousands, except share count)
| Common shares | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||||||||||||||||||||
| No. of Shares | Amount | Additional Paid-in Capital | Retained Earnings | Total Equity | ||||||||||||||||||||||||||||||||||
| Balance as of July 1, 2023 | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Issuance of common shares under the employee stock purchase plan (Note 16) | — | — | ||||||||||||||||||||||||||||||||||||
| Net settlement on vesting of restricted share units (Note 16) | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation expense (Note 16) | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Comprehensive income (loss): | ||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||
Dividend ($ | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||
| Balance as of September 30, 2023 | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
See accompanying notes to the Consolidated Financial Statements.
8
GENPACT LIMITED AND ITS SUBSIDIARIES
Consolidated Statements of Equity
For the nine months ended September 30, 2023
(Unaudited)
(In thousands, except share count)
| Common shares | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||||||||||||||||||||
| No. of Shares | Amount | Additional Paid-in Capital | Retained Earnings | Total Equity | ||||||||||||||||||||||||||||||||||
| Balance as of January 1, 2023 | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Issuance of common shares on exercise of options (Note 16) | — | — | ||||||||||||||||||||||||||||||||||||
| Issuance of common shares under the employee stock purchase plan (Note 16) | — | — | ||||||||||||||||||||||||||||||||||||
| Net settlement on vesting of restricted share units (Note 16) | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Net settlement on vesting of performance units (Note 16) | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Stock repurchased and retired (Note 17) | ( | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||
| Expenses related to stock repurchased, including taxes (Note 17) | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||
| Stock-based compensation expense (Note 16) | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Comprehensive income (loss): | ||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||
Dividend ($ | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||
| Balance as of September 30, 2023 | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
See accompanying notes to the Consolidated Financial Statements.
9
GENPACT LIMITED AND ITS SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
See accompanying notes to the Consolidated Financial Statements.
| Nine months ended September 30, | |||||||||||
| 2022 | 2023 | ||||||||||
| Operating activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of debt issuance costs | |||||||||||
| Amortization of acquired intangible assets | |||||||||||
| Write-down of intangible assets and property, plant and equipment | |||||||||||
| Impairment charge on intangible assets and goodwill held-for-sale | |||||||||||
| Write-down of operating right-of-use assets and other assets | |||||||||||
| Loss on the sale of the business classified as held for sale (refer to Note 8) | |||||||||||
| Allowance for credit losses | |||||||||||
| Unrealized loss on revaluation of foreign currency assets/liabilities | |||||||||||
| Stock-based compensation expense | |||||||||||
| Deferred tax benefit | ( | ( | |||||||||
| Others, net | |||||||||||
| Change in operating assets and liabilities: | |||||||||||
| Increase in accounts receivable | ( | ( | |||||||||
| Increase in prepaid expenses, other current assets, contract cost assets, operating lease right-of-use assets and other assets | ( | ( | |||||||||
| Increase (decrease) in accounts payable | ( | ||||||||||
| Decrease in accrued expenses, other current liabilities, operating leases liabilities and other liabilities | ( | ( | |||||||||
| Increase in income taxes payable | |||||||||||
| Net cash provided by operating activities | $ | $ | |||||||||
| Investing activities | |||||||||||
| Purchase of property, plant and equipment | ( | ( | |||||||||
| Payment for internally generated intangible assets (including intangibles under development) | ( | ( | |||||||||
| Proceeds from sale of property, plant and equipment | |||||||||||
| (Payment)/ refund for business acquisitions, net of cash acquired | ( | ||||||||||
| Payment for divestiture of business | ( | ||||||||||
| Net cash used for investing activities | $ | ( | $ | ( | |||||||
| Financing activities | |||||||||||
| Repayment of finance lease obligations | ( | ( | |||||||||
| Repayment of long-term debt | ( | ( | |||||||||
| Proceeds from short-term borrowings | |||||||||||
| Repayment of short-term borrowings | ( | ( | |||||||||
| Proceeds from issuance of common shares under stock-based compensation plans | |||||||||||
| Payment for net settlement of stock-based awards | ( | ( | |||||||||
| Payment of earn-out consideration | ( | ( | |||||||||
| Dividend paid | ( | ( | |||||||||
| Payment for stock repurchased and retired (including expenses related to stock repurchased) | ( | ( | |||||||||
| Net cash used for financing activities | $ | ( | $ | ( | |||||||
| Net decrease in cash and cash equivalents | ( | ( | |||||||||
| Effect of exchange rate changes | ( | ( | |||||||||
| Cash and cash equivalents at the beginning of the period | |||||||||||
| Cash and cash equivalents at the end of the period | $ | $ | |||||||||
| Supplementary information | |||||||||||
| Cash paid during the period for interest | $ | $ | |||||||||
| Cash paid during the period for income taxes, net of refund | $ | $ | |||||||||
10
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
1. Organization
2. Summary of significant accounting policies
(a) Basis of preparation and principles of consolidation
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting on Form 10-Q. Accordingly, they do not include certain information and note disclosures required by generally accepted accounting principles for annual financial reporting and should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The accompanying consolidated financial statements reflect all adjustments that management considers necessary for a fair presentation of the results of operations for these periods.
The accompanying financial statements have been prepared on a consolidated basis and reflect the financial statements of Genpact Limited, a Bermuda company, and all of its subsidiaries that are more than 50% owned and controlled. When the Company does not have a controlling interest in an entity but exerts significant influence over the entity, the Company applies the equity method of accounting. All intercompany transactions and balances are eliminated in consolidation.
(c) Business combinations, goodwill and other intangible assets
The Company accounts for its business combinations using the acquisition method of accounting in accordance with Accounting Standard Codification (“ASC”) Topic 805, Business Combinations, by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, and any non-controlling interest in the acquired business, measured at their acquisition date fair values. Contingent consideration is included within the acquisition cost and is recognized at its fair value on the acquisition date. A liability resulting from contingent consideration is re-measured to fair value as of each reporting date until the contingency is resolved. Changes in fair value are recognized in earnings. All assets and liabilities of the acquired businesses, including goodwill, are assigned to reporting units. Acquisition-related costs are expensed as incurred under selling, general and administrative expenses.
11
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
2. Summary of significant accounting policies (Continued)
Intangible assets acquired individually or with a group of other assets or in a business combination and developed internally are carried at cost less accumulated amortization and accumulated impairment loss based on their estimated useful lives as follows:
| Customer-related intangible assets | - | ||||||||||
| Marketing-related intangible assets | - | ||||||||||
| Technology-related intangible assets | - | ||||||||||
Intangible assets are amortized over their estimated useful lives using a method of amortization that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise realized.
In business combinations where the fair value of identifiable tangible and intangible net assets purchased exceeds the cost of the acquired business, the Company recognizes the resulting gain under “Other operating (income) expense, net” in the consolidated statements of income.
The Company also capitalizes certain software and technology-related development costs incurred in connection with developing or obtaining software or technology for sale/lease to customers when the initial design phase is completed and commercial and technological feasibility has been established. Any development cost incurred before technological feasibility is established is expensed as incurred as research and development costs. Technological feasibility is established upon completion of a detailed design program or, in its absence, completion of a working model. Capitalized software and technology costs include only (i) external direct costs of materials and services utilized in developing or obtaining software and technology and (ii) compensation and related benefits for employees who are directly associated with the project.
Costs incurred in connection with developing or obtaining software or technology for sale/lease to customers which are under development and not put to use are disclosed under “intangible assets under development.” Advances paid towards the acquisition of intangible assets outstanding as of each balance sheet date are disclosed under “intangible assets under development.”
Capitalized software and technology costs are included in intangible assets under technology-related intangible assets on the Company’s balance sheet and are amortized on a straight-line basis when placed into service over the estimated useful lives of the software and technology.
The Company evaluates the remaining useful life of intangible assets that are being amortized at each reporting period wherever events and circumstances warrant a revision to the remaining period of amortization, and the remaining carrying amount of the intangible asset is amortized prospectively over that revised remaining useful life.
12
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
2. Summary of significant accounting policies (Continued)
(e) Accounts receivable
Accounts receivable are recorded at the invoiced or to be invoiced amount and do not bear interest. Amounts collected on trade accounts receivable are included in net cash provided by operating activities in the consolidated statements of cash flows. The Company maintains an allowance for current expected credit losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses which are adjusted to current market conditions and a reasonable and supportable forecast. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
The Company uses revolving accounts receivable-based facilities in the normal course of business as part of managing its cash flows. The Company accounts for receivables sold under these facilities as a sale of financial assets pursuant to ASC 860 “Transfers and Servicing” and de-recognizes these receivables, as well as the related allowances, from its balance sheets. Generally, the fair value of accounts receivable sold approximates their book value due to their short-term nature, and any gains or losses on the sale of these receivables are recorded at the time of transfer and included under "interest income (expense), net" in the Company’s consolidated statements of income.
(f) Revenue Recognition
The Company derives its revenue primarily from business process management services, including analytics, consulting and related digital solutions and information technology services, which are provided primarily on a time-and-material, transaction or fixed-price basis. The Company recognizes revenue upon the transfer of control of promised services to its customers in an amount that reflects the consideration the Company expects to receive in exchange for those services. Revenues from services rendered under time-and-materials and transaction-based contracts are recognized as the services are provided. The Company’s fixed-price contracts include contracts for customization of applications, maintenance and support services. Revenues from these contracts are recognized ratably over the term of the agreement. The Company accrues for revenue and unbilled receivables for services rendered between the last billing date and the balance sheet date.
The Company’s contracts with its customers also include incentive payments received for discrete benefits delivered or promised to be delivered to the customer or service level agreements that could result in credits or refunds to the customer. Revenues relating to such arrangements are accounted for as variable consideration when the amount of revenue to be recognized can be estimated to the extent that it is probable that a significant reversal of any incremental revenue will not occur.
The Company records deferred revenue attributable to certain process transition activities where such activities do not represent separate performance obligations. Revenues relating to such transition activities are classified under contract liabilities and subsequently recognized ratably over the period in which the related services are performed. Costs relating to such transition activities are fulfillment costs which are directly related to the contract and result in the generation or enhancement of resources. Such costs are expected to be recoverable under the contract and are therefore classified as contract cost assets and recognized ratably over the estimated expected period of benefit under cost of revenue.
13
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
2. Summary of significant accounting policies (Continued)
Revenues are reported net of value-added tax, business tax and applicable discounts and allowances. Reimbursements of out-of-pocket expenses received from customers have been included as part of revenues.
Revenue for performance obligations that are satisfied over time is recognized in accordance with the methods prescribed for measuring progress. The input (cost expended) method has been used to measure progress towards completion as there is a direct relationship between input and the satisfaction of a performance obligation. Provisions for estimated losses, if any, on uncompleted contracts are recorded in the period in which such losses become probable based on the current contract estimates.
The Company enters into multiple-element revenue arrangements in which a customer may purchase a combination of products or services. The Company determines whether each product or service promised to a customer is capable of being distinct, and is distinct in the context of the contract. If not, the promised products or services are combined and accounted for as a single performance obligation. In the event of a multiple-element revenue arrangement, the Company allocates the arrangement consideration to separately identifiable performance obligations based on their relative stand-alone selling prices.
Certain contracts may include offerings such as sale of licenses, which may be perpetual or subscription-based. Revenue from distinct perpetual licenses is recognized upfront at the point in time when the software is made available to the customer. Revenue from distinct, non-cancellable, subscription-based licenses is recognized at the point in time it is transferred to the customer. Revenue from any associated maintenance or ongoing support services is recognized ratably over the term of the contract. For a combined software license/services performance obligation, revenue is recognized over the period that the services are performed.
All incremental and direct costs incurred for acquiring contracts, such as certain sales commissions, are classified as contract cost assets. Such costs are amortized over the expected period of benefit and recorded under selling, general and administrative expenses.
Other upfront fees paid to customers are classified as contract assets. Such fees are amortized over the expected period of benefit and recorded as an adjustment to the transaction price and deducted from revenue.
Timing of revenue recognition may differ from the timing of invoicing. If a payment is received in respect of services prior to the delivery of services, the payment is recognized as an advance from the customer and classified as a contract liability. Contract assets and contract liabilities relating to the same customer contract are offset against each other and presented on a net basis in the consolidated financial statements.
Significant judgements
Customer contracts sometimes include incentive payments received for discrete benefits delivered to the customer or service level agreements that could result in credits or refunds to the customer. Such amounts are estimated at contract inception and are adjusted at the end of each reporting period as additional information becomes available only to the extent that it is probable that a significant reversal of any incremental revenue will not occur.
14
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
2. Summary of significant accounting policies (Continued)
(g) Leases
At the inception of a contract, the Company assesses whether the contract is, or contains, a lease. The Company’s assessment is based on whether: (1) the contract involves the use of a distinct identified asset, (2) the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the term of the contract, and (3) the Company has the right to direct the use of the asset. At the inception of a lease, the consideration in the contract is allocated to each lease component based on its relative standalone price to determine the lease payments.
Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: (1) the lease transfers ownership of the asset by the end of the lease term, (2) the lease contains an option to purchase the asset that is reasonably certain to be exercised, (3) the lease term is for a major part of the remaining useful life of the asset or (4) the present value of the lease payments equals or exceeds substantially all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any one of the above criteria.
For all leases at the lease commencement date, a ROU asset and a lease liability are recognized. The lease liability represents the present value of the lease payments under the lease. Lease liabilities are initially measured at the present value of the lease payments not yet paid, discounted using the discount rate for the lease at the lease commencement. The lease liabilities are subsequently measured on an amortized cost basis. The lease liability is adjusted to reflect interest on the liability and the lease payments made during the period. Interest on the lease liability is determined as the amount that results in a constant periodic discount rate on the remaining balance of the liability.
The ROU asset represents the right to use the leased asset for the lease term. The ROU asset for each lease initially includes the amount of the initial measurement of the lease liability adjusted for any lease payments made to the lessor at or before the commencement date, accrued lease liabilities and any lease incentives received or any initial direct costs incurred by the Company.
The ROU asset of finance leases is subsequently measured at cost, less accumulated amortization and any accumulated impairment losses. The ROU asset of operating leases is subsequently measured from the carrying amount of the lease liability at the end of each reporting period, and is equal to the carrying amount of lease liabilities adjusted for (1) unamortized initial direct costs, (2) prepaid/(accrued) lease payments and (3) the unamortized balance of lease incentives received.
The carrying value of ROU assets is reviewed for impairment, similar to long-lived assets, whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.
The Company has elected to not separate lease and non-lease components for all of its leases and to use the recognition exemptions for lease contracts that, at commencement date, have a lease term of 12 months or less and do not contain a purchase option (“short-term leases”).
Significant judgements
The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised. Under certain of its leases, the Company has a renewal and termination option to lease assets for additional terms between and ten years . The Company applies judgement in evaluating whether it is reasonably certain to exercise the option to renew or terminate the lease. The Company considers all relevant factors that create an economic incentive for it to exercise the renewal or termination option. After the commencement date, the Company reassesses the lease term if there is a significant event or change in circumstances that is within the Company’s control and affects its ability to exercise (or not to exercise) the option to renew or terminate.
15
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
2. Summary of significant accounting policies (Continued)
The Company has applied an incremental borrowing rate for the purpose of computing lease liabilities based on the remaining lease term and the rates prevailing in the jurisdictions where leases were executed.
(h) Cost of revenue
Cost of revenue primarily consists of salaries and benefits (including stock-based compensation), recruitment, training and related costs of employees who are directly responsible for the performance of services for customers, their supervisors and certain support personnel who may be dedicated to a particular client or a set of processes. It also includes operational expenses, which consist of facilities maintenance expenses, travel and living expenses, rent, IT expenses, and consulting and certain other expenses. Consulting charges represent the cost of consultants and contract resources with specialized skills who are directly responsible for the performance of services for clients and travel and other billable costs related to the Company’s clients. It also includes depreciation of property, plant and equipment, and amortization of intangible and ROU assets which are directly related to providing services that generate revenue.
(i) Selling, general and administrative expenses
Selling, general and administrative (“SG&A”) expenses consist of expenses relating to salaries and benefits (including stock-based compensation) as well as costs related to recruitment, training and retention of senior management and other support personnel in enabling functions such as human resources, finance, legal, marketing, sales and sales support, and other support personnel. The operational costs component of SG&A expenses also includes travel and living costs for such personnel. SG&A expenses also include acquisition-related costs, legal and professional fees (which represent the costs of third party legal, tax, accounting and other advisors), investment in research and development, digital technology, advanced automation and robotics, and an allowance for credit losses. It also includes depreciation of property, plant and equipment, and amortization of intangibles and ROU assets other than those included in cost of revenue.
(j) Credit losses
An allowance for credit losses is recognized for all debt instruments other than those held at fair value through profit or loss. The Company pools its accounts receivable (other than deferred billings) based on similar risk characteristics in estimating expected credit losses. Credit losses for accounts receivable are based on the roll-rate method, and the Company recognizes a loss allowance based on lifetime expected credit losses at each reporting date. The Company has established a provision matrix based on historical credit loss experience, adjusted for forward-looking factors and the economic environment. The Company believes the most relevant forward-looking factors are economic environment, gross domestic product, inflation rates and unemployment rates for each of the countries in which the Company or its customers operate, and accordingly the Company adjusts historical loss rates based on expected changes in these factors. At every reporting date, observed historical default rates are updated to reflect changes in the Company’s forward-looking estimates.
Credit losses for other financial assets and deferred billings are based on the discounted cash flow (“DCF”) method. Under the DCF method, the allowance for credit losses reflects the difference between the contractual cash flows due in accordance with the contract and the present value of the cash flows expected to be collected. The expected cash flows are discounted at the effective interest rate of the financial asset. Such allowances are based on the credit losses expected to arise over the life of the asset which includes consideration of prepayments based on the Company’s expectation as of the balance sheet date.
A financial asset is written off when it is deemed uncollectible and there is no reasonable expectation of recovering the contractual cash flows. Expected recoveries of amounts previously written off, not to exceed the aggregate amounts previously written off, are included in determining the allowance at each reporting period.
16
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
2. Summary of significant accounting policies (Continued)
(k) Impairment of long-lived assets
Long-lived assets, including certain intangible assets, to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Such assets are required to be tested for impairment if the carrying amount of the assets is higher than the future undiscounted net cash flows expected to be generated by the assets. The impairment amount to be recognized is measured as the amount by which the carrying value of the assets exceeds their fair value. The Company determines fair value by using a discounted cash flow approach.
(l) Assets held for sale
A long-lived asset (or a disposal group for a long-lived asset comprising a group of assets and related liabilities) is classified as held for sale if it is highly probable that the asset will be recovered through sale rather than continuing use.
The Company records assets held for sale at the lower of its carrying value or fair value less costs to sell. The following criteria are used to determine if a business is held for sale: (i) management, having the authority to approve a sale, commits to a plan to sell; (ii) the business is available for immediate sale in its present condition; (iii) an active program to locate a buyer and a plan to sell the business have been initiated; (iv) the sale of the business is probable within one year; (v) the business is being actively marketed for sale at a reasonable price relative to its fair value; and (vi) it is unlikely that the plan to sell will be withdrawn or that significant changes to the plan will be made.
In determining the fair value of the assets less costs to sell, the Company considers factors including current sales prices for comparable assets, discounted cash flow projections, third party valuation and any indicative offers. The Company’s assumptions about fair value require significant judgment because the current market is highly sensitive to changes in economic conditions. The Company estimates the fair values of assets held for sale based on current market conditions and assumptions made by management, which may differ from actual results and may result in impairments if market conditions deteriorate.
Any impairment loss on the initial classification and subsequent measurement is recognized as an expense. Any subsequent increase in fair value less costs to sell (not exceeding the accumulated impairment loss that has been previously recognized) is recognized in the income statement.
(m) Recently issued accounting pronouncements
The authoritative bodies release standards and guidance which are assessed by management for impact on the Company’s consolidated financial statements.
The following recently released accounting standard has not yet been adopted by the Company:
In March 2023, the FASB issued ASU No. 2023-01, “Leases (Topic 842).” This ASU requires a lessee in a common-control lease arrangement to amortize leasehold improvements that it owns over the improvements’ useful life to the common control group, regardless of the lease term, if the lessee continues to control the use of the underlying asset through a lease.
The ASU is effective for the Company for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The Company is in the process of assessing the impact of this ASU on its consolidated results of operations, cash flows, financial position and disclosures.
17
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
3. Business acquisitions
(a) Hoodoo Digital, LLC
On December 31, 2021, the Company acquired 100 % of the outstanding equity/limited liability company interests in Hoodoo Digital, LLC, a Utah limited liability company, for total purchase consideration of $66,721 . This amount represents cash consideration of $64,439 , net of cash acquired of $2,283 . The total purchase consideration paid by the Company to the sellers on the closing date was $67,695 , resulting in a recoverable of $973 on the closing date, which was subsequently recovered. The Company made measurement period adjustments of $1,688 related to taxes during the year ended December 31, 2022. The Company paid $682 to the sellers in the first quarter of 2023, and no portion of the purchase consideration is outstanding as of September 30, 2023. This acquisition furthered the Company’s strategy to fuse experience and process innovation to help clients drive end-to-end digital transformation. Hoodoo Digital’s expertise with Adobe Experience Manager and other Adobe applications expanded the Company’s existing capabilities to provide clients with an end-to-end solution that integrates digital content, e-commerce, data analytics, and marketing operations.
In connection with this acquisition, the Company recorded $16,200 in customer-related intangibles and $2,400 in marketing-related intangibles which have a weighted average amortization period of five years . Goodwill arising from the acquisition amounting to $46,033 has been allocated using a relative fair value allocation method to each of the Company’s reporting segments as follows: to the Financial Services segment in the amount of $4,338 , to the Consumer and Healthcare segment in the amount of $7,321 and to the High Tech and Manufacturing segment in the amount of $34,374 .
Goodwill arising from this acquisition is deductible for income tax purposes. The goodwill represents primarily the acquired capabilities and other benefits expected to result from combining the acquired operations with the Company’s existing operations.
Acquisition-related costs of $1,177 have been included in selling, general and administrative expenses as incurred. In connection with the acquisition, the Company also acquired certain assets with a value of $5,629 and assumed certain liabilities amounting to $1,852 . The agreement with the sellers provides a full indemnity to the Company for all pre-closing income and non-income tax liabilities up to a maximum of the purchase consideration, including interest and penalties thereon. The Company would not be financially or materially affected by any liabilities that may arise from such exposures.
Accordingly, the Company recognized an indemnification asset of $278 based on the information that was available at the date of the acquisition, which is included in the assets taken over by the Company. The results of operations of the acquired business and the fair value of the acquired assets and assumed liabilities are included in the Company’s consolidated financial statements with effect from the date of the acquisition.
4. Accounts receivable, net of allowance for credit losses
The following table provides details of the Company’s allowance for credit losses on accounts receivable:
| Year ended December 31, 2022 | Nine months ended September 30, 2023 | ||||||||||
| Opening balance as of January 1 | $ | $ | |||||||||
| Additions (net), charged to income statement | |||||||||||
| Deductions/effect of exchange rate fluctuations | ( | ( | |||||||||
| Closing balance | $ | $ | |||||||||
18
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
4. Accounts receivable, net of allowance for credit losses (Continued)
Accounts receivable were $1,015,197 and $1,074,984 , and allowances for credit losses were $20,442 and $20,493 , resulting in net accounts receivable balances of $994,755 and $1,054,491 as of December 31, 2022 and September 30, 2023, respectively. As of December 31, 2022, the Company reclassified accounts receivable amounting to $2,341 as assets held for sale. See Note 8 for additional information.
In addition, deferred billings were $64,735 and $82,349 and allowances for credit losses on deferred billings were $3,198 and $3,612 , resulting in net deferred billings balances of $61,537 and $78,737 as of December 31, 2022 and September 30, 2023, respectively.
During the nine months ended September 30, 2022 and 2023, the Company recorded a release of $513 and a charge of $414 , respectively, and for the three months ended September 30, 2022 and 2023, charges of $326 and $267 , respectively, to the income statement on account of credit losses on deferred billings. Deferred billings, net of related allowances for credit losses, are included under “other assets” in the Company’s consolidated balance sheet as of December 31, 2022 and September 30, 2023.
The Company has a revolving accounts receivable-based facility of $100,000 and $75,000 as of December 31, 2022 and September 30, 2023, respectively, permitting it to sell accounts receivable to banks on a non-recourse basis in the ordinary course of business. The aggregate maximum capacity utilized by the Company at any time during the period ended December 31, 2022 and September 3o, 2023 was $33,030 and $45,594 , respectively. The principal amount outstanding against this facility as of December 31, 2022 and September 30, 2023 was $33,030 and $38,942 , respectively. The cost of factoring such accounts receivable during the three and nine months ended September 30, 2022 and 2023 was $146 and $454 , respectively, and $304 and $1,368 , respectively. Gains or losses on the sales are recorded at the time of transfer of the accounts receivable and are included under "interest income (expense), net" in the Company’s consolidated statements of income.
5. Fair value measurements
The Company measures certain financial assets and liabilities, including derivative instruments, at fair value on a recurring basis. The fair value measurements of these financial assets and liabilities were determined using the following inputs as of December 31, 2022 and September 30, 2023:
| As of December 31, 2022 | |||||||||||||||||||||||
| Fair Value Measurements at Reporting Date Using | |||||||||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Other Unobservable Inputs | |||||||||||||||||||||
| Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Derivative instruments (Note a, c) | $ | $ | $ | $ | |||||||||||||||||||
| Deferred compensation plan assets (Note a, e) | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Earn-out consideration (Note b, d) | $ | $ | $ | $ | |||||||||||||||||||
| Derivative instruments (Note b, c) | |||||||||||||||||||||||
| Deferred compensation plan liability (Note b, f) | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
19
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
5. Fair value measurements (Continued)
| As of September 30, 2023 | |||||||||||||||||||||||
| Fair Value Measurements at Reporting Date Using | |||||||||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Other Unobservable Inputs | |||||||||||||||||||||
| Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Derivative instruments (Note a, c) | $ | $ | $ | $ | |||||||||||||||||||
| Deferred compensation plan assets (Note a, e) | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Derivative instruments (Note b, c) | |||||||||||||||||||||||
| Deferred compensation plan liability (Note b, f) | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
(a)Derivative assets are included in “prepaid expenses and other current assets” and “other assets” in the consolidated balance sheets. Deferred compensation plan assets are included in “other assets” in the consolidated balance sheets.
(b)Included in “accrued expenses and other current liabilities” and “other liabilities” in the consolidated balance sheets.
(c)The Company values its derivative instruments based on market observable inputs, including both forward and spot prices for the relevant currencies and interest rate indices for relevant interest rates. The quotes are taken from an independent market database.
(d)The fair value of earn-out consideration, calculated as the present value of expected future payments to be made to the sellers of acquired businesses, was derived by estimating the future financial performance of the acquired businesses using the earn-out formula and performance targets specified in each purchase agreement and adjusting the result to reflect the Company’s estimate of the likelihood of achievement of such targets. Given the significance of the unobservable inputs, the valuations are classified in level 3 of the fair value hierarchy.
(e)Deferred compensation plan assets consist of life insurance policies held under a Rabbi Trust. Assets held in the Rabbi Trust are valued based on the cash surrender value of the insurance contract, which is determined based on the fair value of the underlying assets included in the insurance portfolio and are therefore classified within level 3 of the fair value hierarchy.
(f)The fair value of the deferred compensation plan liability is derived based on the fair value of the underlying assets in the insurance policies and is therefore classified within level 3 of the fair value hierarchy.
20
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
5. Fair value measurements (Continued)
The following table provides a roll-forward of the fair value of earn-out consideration categorized as level 3 in the fair value hierarchy for the three and nine months ended September 30, 2022 and 2023:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||
| Opening balance | $ | $ | $ | $ | |||||||||||||||||||
| Payments made on earn-out consideration | ( | ( | ( | ||||||||||||||||||||
| Change in fair value of earn-out consideration (Note a) | ( | ( | ( | ||||||||||||||||||||
| Closing balance | $ | $ | $ | $ | |||||||||||||||||||
(a)Changes in the fair value of earn-out consideration are reported in “other operating (income) expense, net” in the consolidated statements of income.
The following table provides a roll-forward of the fair value of deferred compensation plan assets categorized as level 3 in the fair value hierarchy for the three and nine months ended September 30, 2022 and 2023:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||
| Opening balance | $ | $ | $ | $ | |||||||||||||||||||
| Additions (net of redemption) | |||||||||||||||||||||||
| Change in fair value of deferred compensation plan assets (Note a) | ( | ( | ( | ||||||||||||||||||||
| Closing balance | $ | $ | $ | $ | |||||||||||||||||||
The following table provides a roll-forward of the fair value of deferred compensation liabilities categorized as level 3 in the fair value hierarchy for the three and nine months ended September 30, 2022 and 2023:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||
| Opening balance | $ | $ | $ | $ | |||||||||||||||||||
| Additions (net of redemption) | |||||||||||||||||||||||
| Change in fair value of deferred compensation plan liabilities (Note a) | ( | ( | ( | ||||||||||||||||||||
| Closing balance | $ | $ | $ | $ | |||||||||||||||||||
(a)Changes in the fair value of deferred compensation plan liabilities are reported in “selling, general and administrative expenses” in the consolidated statements of income.
21
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
6. Derivative financial instruments
The Company is exposed to the risk of rate fluctuations on its foreign currency assets and liabilities and on foreign currency denominated forecasted cash flows and interest rates. The Company has established risk management policies, including the use of derivative financial instruments to hedge foreign currency assets and liabilities, foreign currency denominated forecasted cash flows and interest rate risk. These derivative financial instruments consist of deliverable and non-deliverable forward foreign exchange contracts, treasury rate locks and interest rate swaps. The Company enters into these contracts with counterparties that are banks or other financial institutions, and the Company considers the risk of non-performance by such counterparties not to be material. The forward foreign exchange contracts and interest rate swaps mature during a period of up to 51
The following table presents the aggregate notional principal amounts of outstanding derivative financial instruments together with the related balance sheet exposure:
| Notional principal amounts (Note a) | Balance sheet exposure asset (liability) (Note b) | ||||||||||||||||||||||
| As of December 31, 2022 | As of September 30, 2023 | As of December 31, 2022 | As of September 30, 2023 | ||||||||||||||||||||
| Foreign exchange forward contracts denominated in: | |||||||||||||||||||||||
| United States Dollars (sell) Indian Rupees (buy) | $ | $ | $ | ( | $ | ( | |||||||||||||||||
| United States Dollars (sell) Mexican Peso (buy) | |||||||||||||||||||||||
| United States Dollars (sell) Philippines Peso (buy) | ( | ( | |||||||||||||||||||||
| Euro (sell) United States Dollars (buy) | |||||||||||||||||||||||
| Singapore Dollars (buy) United States Dollars (sell) | ( | ||||||||||||||||||||||
| Euro (sell) Romanian Leu (buy) | |||||||||||||||||||||||
| Japanese Yen (sell) Chinese Renminbi (buy) | ( | ||||||||||||||||||||||
| United States Dollars (sell) Chinese Renminbi (buy) | ( | ||||||||||||||||||||||
| Pound Sterling (sell) United States Dollars (buy) | |||||||||||||||||||||||
| United States Dollars (sell) Hungarian Font (buy) | ( | ||||||||||||||||||||||
| Australian Dollars (sell) Indian Rupees (buy) | ( | ||||||||||||||||||||||
| United States Dollars (Sell) Polish Zloty (buy) | ( | ||||||||||||||||||||||
| Japanese Yen (sell) United States Dollars (buy) | ( | ||||||||||||||||||||||
| Israeli Shekel (sell) United States Dollars (buy) | |||||||||||||||||||||||
| South African Rand (sell) United States Dollars (buy) | ( | ||||||||||||||||||||||
| United States Dollars (Sell) Brazilian Real (buy) | ( | ||||||||||||||||||||||
| United States Dollars (Sell) Costa Rica Colon (buy) | |||||||||||||||||||||||
| Pound Sterling (buy) United States Dollar (Sell) | ( | ||||||||||||||||||||||
| Interest rate swaps (floating to fixed) | |||||||||||||||||||||||
| $ | ( | $ | |||||||||||||||||||||
(a)Notional amounts are key elements of derivative financial instrument agreements but do not represent the amount exchanged by counterparties and do not measure the Company’s exposure to credit, foreign exchange, interest rate or market risks. However, the amounts exchanged are based on the notional amounts and other provisions of the underlying derivative financial instrument agreements. Notional amounts are denominated in U.S. dollars.
(b)Balance sheet exposure is denominated in U.S. dollars and denotes the mark-to-market impact of the derivative financial instruments on the reporting date.
22
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
6. Derivative financial instruments (Continued)
FASB guidance on derivatives and hedging requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the balance sheet. In accordance with the FASB guidance on derivatives and hedging, the Company designates foreign exchange forward contracts, interest rate swaps and treasury rate locks as cash flow hedges. Foreign exchange forward contracts are entered into to cover the effects of future exchange rate variability on forecasted revenues and purchases of services, and interest rate swaps and treasury rate locks are entered into to cover interest rate fluctuation risk. In addition to this program, the Company uses derivative instruments that are not accounted for as hedges under the FASB guidance in order to hedge foreign exchange risks related to balance sheet items, such as receivables and intercompany borrowings, that are denominated in currencies other than the Company’s underlying functional currency.
The fair value of the Company’s derivative instruments and their location in the Company’s financial statements are summarized in the table below:
| Cash flow hedges | Non-designated | |||||||||||||||||||||||||
| As of December 31, 2022 | As of September 30, 2023 | As of December 31, 2022 | As of September 30, 2023 | |||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Prepaid expenses and other current assets | $ | $ | $ | $ | ||||||||||||||||||||||
| Other assets | $ | $ | $ | $ | ||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
| Accrued expenses and other current liabilities | $ | $ | $ | $ | ||||||||||||||||||||||
| Other liabilities | $ | $ | $ | $ | ||||||||||||||||||||||
Cash flow hedges
For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain (loss) on the derivative instrument is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction is recognized in the consolidated statements of income. Gains (losses) on the derivatives, representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness, are recognized in earnings as incurred.
The Company executed a treasury rate lock agreement for $350,000 in connection with future interest payments to be made on its senior notes issued by Genpact Luxembourg S.à r.l. (“Genpact Luxembourg”) and Genpact USA, Inc. (“Genpact USA”), both wholly-owned subsidiaries of the Company, in March 2021 (the “2021 Senior Notes”), and the treasury rate lock was designated as a cash flow hedge. The treasury rate lock agreement was terminated on March 23, 2021 and a deferred gain was recorded in accumulated other comprehensive income and is being amortized to interest expense over the life of the 2021 Senior Notes. The remaining gain to be amortized related to the treasury rate lock agreement as of December 31, 2022 and September 30, 2023 was $530 and $409 , respectively.
23
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
6. Derivative financial instruments (Continued)
In connection with cash flow hedges, the gains (losses) recorded as a component of other comprehensive income (loss) (“OCI”), and the related tax effects are summarized below:
| Three months ended September 30, | |||||||||||||||||||||||||||||||||||
| 2022 | 2023 | ||||||||||||||||||||||||||||||||||
| Before tax Amount | Tax (Expense) or Benefit | Net of tax Amount | Before tax Amount | Tax (Expense) or Benefit | Net of tax Amount | ||||||||||||||||||||||||||||||
| Opening balance | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Net gains (losses) reclassified into statement of income on completion of hedged transactions | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Changes in fair value of effective portion of outstanding derivatives, net | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Gain (loss) on cash flow hedging derivatives, net | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Closing balance | $ | ( | $ | ( | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||
| Nine months ended September 30, | |||||||||||||||||||||||||||||||||||
| 2022 | 2023 | ||||||||||||||||||||||||||||||||||
| Before tax Amount | Tax (Expense) or Benefit | Net of tax Amount | Before tax Amount | Tax (Expense) or Benefit | Net of tax Amount | ||||||||||||||||||||||||||||||
| Opening balance | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| Net gains (losses) reclassified into statement of income on completion of hedged transactions | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Changes in fair value of effective portion of outstanding derivatives, net | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Gain (loss) on cash flow hedging derivatives, net | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Closing balance | $ | ( | $ | ( | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||
The gains or losses recognized in other comprehensive income (loss) and their effects on financial performance are summarized below:
| Derivatives in Cash Flow Hedging Relationships | Amount of Gain (Loss) recognized in OCI on Derivatives (Effective Portion) | Location of Gain (Loss) reclassified from OCI into Statement of Income (Effective Portion) | Amount of Gain (Loss) reclassified from OCI into Statement of Income (Effective Portion) | |||||||||||||||||||||||||||||||||||||||||||||||
| Three months ended September 30, | Nine months ended September 30, | Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | |||||||||||||||||||||||||||||||||||||||||||
| Forward foreign exchange contracts | $ | ( | $ | ( | $ | ( | $ | Revenue | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||
| Interest rate swaps | $ | $ | ( | $ | $ | Cost of revenue | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| $ | ( | $ | ( | $ | ( | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
There were no gains (losses) recognized in the statement of income on the ineffective portion of derivatives and excluded from effectiveness testing for the three and nine months ended September 30, 2022 and 2023, respectively.
24
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
6. Derivative financial instruments (Continued)
Non-designated Hedges
| Amount of Gain (Loss) recognized in Statement of Income on Derivatives | ||||||||||||||||||||||||||||||||
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||||||
| Derivatives not designated as hedging instruments | Location of Gain (Loss) recognized in Statement of Income on Derivatives | 2022 | 2023 | 2022 | 2023 | |||||||||||||||||||||||||||
| Forward foreign exchange contracts (Note a) | Foreign exchange gains (losses), net | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||
| $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||
(a)These forward foreign exchange contracts were entered into to hedge fluctuations in foreign exchange rates for recognized balance sheet items such as receivables and intercompany borrowings and were not originally designated as hedges under FASB guidance on derivatives and hedging. Realized gains (losses) and changes in the fair value of these derivatives are recorded in foreign exchange gains (losses), net in the consolidated statements of income.
7. Prepaid expenses and other current assets
Prepaid expenses and other current assets consist of the following:
| As of December 31, 2022 | As of September 30, 2023 | ||||||||||
| Advance income and non-income taxes | $ | $ | |||||||||
| Contract asset (Note 20) | |||||||||||
| Prepaid expenses | |||||||||||
| Derivative instruments | |||||||||||
| Employee advances | |||||||||||
| Deposits | |||||||||||
| Advances to suppliers | |||||||||||
| Others | |||||||||||
| Total | $ | $ | |||||||||
As of December 31, 2022, the Company reclassified certain prepaid expenses and other current assets amounting to $901 as assets held for sale. See Note 8 for additional information.
8. Assets and liabilities held for sale
During the year ended December 31, 2022, the Company took actions to realign its portfolio to focus on services it believes have the greatest opportunities for growth, and deprioritized assets that no longer fit with its long-term strategy. Pursuant to a plan approved by management in the second quarter of 2022, the Company identified and divested a business (the “Business”) that was part of the Company's Consumer and Healthcare segment.
The transaction to divest the Business included the sale of 100 % of the issued and outstanding shares of capital stock of an entity pursuant to a stock purchase agreement, which was completed in December 2022. It also included the sale of certain assets and liabilities pursuant to an asset purchase agreement signed during the fourth quarter of 2022. The sale of such assets was completed in February 2023.
25
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
8. Assets and liabilities held for sale (Continued)
Pursuant to the stock purchase agreement related to the sale of the Business, the Company is entitled to a potential earn-out of up to $10,600 , contingent upon the Business signing contracts with certain clients and invoicing them during 2023. The Company has determined that the likelihood of achieving these events is uncertain, and accordingly, the Company has opted to record the earn-out if and when the consideration is determined to be realizable.
Pursuant to the asset purchase agreement related to the sale of the Business which was signed in 2022, the Company now holds 1.5 % fixed rate unsecured loan notes amounting to $18,001 issued by the purchasers. These notes and interest thereon become receivable by the Company upon a future share sale, disposal or listing by the buyer group or early voluntary repayment of these notes at the discretion of the buyer group. The Company deems the likelihood of recovery of principal and interest on these notes to be remote and not in the control of the Company. Accordingly, the Company did not record a value for these notes. The Company's obligation to transfer $18,001 to the purchasers in exchange for these notes was satisfied in February 2023 upon the closing of the transaction.
The Company completed the sale of the Business in February 2023, resulting in a net payout of $2,091 and a loss of $802 on the sale of the Business in addition to an impairment charge of $32,575 recorded in the year ended December 31, 2022. No corresponding loss was recorded in the nine months ended September 30, 2022 or the three months ended September 30, 2023. The loss on the sale of business classified as held for sale has been recorded in "other operating (income) expense, net" in the Company's consolidated statement of income. See Note 21 for additional information.
9. Property, plant and equipment, net
The following table provides the gross and net amount of property, plant and equipment:
| As of December 31, 2022 | As of September 30, 2023 | ||||||||||
| Property, plant and equipment, gross | $ | $ | |||||||||
| Less: Accumulated depreciation and amortization | ( | ( | |||||||||
| Property, plant and equipment, net | $ | $ | |||||||||
10. Goodwill and intangible assets
The following table presents the changes in goodwill for the year ended December 31, 2022 and the nine months ended September 30, 2023:
| For the year ended December 31, 2022 | For the nine months ended September 30, 2023 | ||||||||||
| Opening balance | |||||||||||
| Impact of measurement period adjustments | |||||||||||
| Classified as held for sale | ( | ||||||||||
| Effect of exchange rate fluctuations | ( | ( | |||||||||
| Closing balance | |||||||||||
26
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
10. Goodwill and intangible assets (Continued)
The following table presents the changes in goodwill by reporting unit for the year ended December 31, 2022:
| Financial Services | Consumer and Healthcare | High Tech and Manufacturing | Total | ||||||||||||||||||||
| Opening balance | |||||||||||||||||||||||
| Impact of measurement period adjustments | |||||||||||||||||||||||
| Classified as held for sale | ( | ( | |||||||||||||||||||||
| Effect of exchange rate fluctuations | ( | ( | ( | ( | |||||||||||||||||||
| Closing balance | |||||||||||||||||||||||
The following table presents the changes in goodwill by reporting unit for the nine months ended September 30, 2023:
| Financial Services | Consumer and Healthcare | High Tech and Manufacturing | Total | ||||||||||||||||||||
| Opening balance | |||||||||||||||||||||||
| Effect of exchange rate fluctuations | ( | ( | ( | ( | |||||||||||||||||||
| Closing balance | |||||||||||||||||||||||
As of December 31, 2022, the Company reclassified goodwill (before impairment) amounting to $1,625 attributable to its Consumer and Healthcare segment as assets held for sale. See Note 8 for additional information.
The total amount of goodwill deductible for tax purposes was $291,377 and $270,108 as of December 31, 2022 and September 30, 2023, respectively.
The Company’s intangible assets are as follows:
| As of December 31, 2022 | As of September 30, 2023 | ||||||||||||||||||||||||||||||||||
| Gross carrying amount | Accumulated amortization & Impairment | Net | Gross carrying amount | Accumulated amortization & Impairment | Net | ||||||||||||||||||||||||||||||
| Customer-related intangible assets | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Marketing-related intangible assets | |||||||||||||||||||||||||||||||||||
| Technology-related intangible assets | |||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
As of December 31, 2022, the Company reclassified certain intangible assets with a gross carrying value of $40,538 and accumulated amortization of $16,989 to assets held for sale. See Note 8 for additional information.
Amortization expenses for intangible assets acquired as part of a business combination and disclosed in the consolidated statements of income under amortization of acquired intangible assets for the three months ended September 30, 2022 and 2023 were $10,604 and $7,497 , respectively, and for the nine months ended September 30, 2022 and 2023 were $32,805 and $24,009 , respectively.
27
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
10. Goodwill and intangible assets (Continued)
Amortization expenses for internally-developed and other intangible assets disclosed in the consolidated statements of income under cost of revenue and selling, general and administrative expenses for the three months ended September 30, 2022 and 2023 were $2,595 and $2,092 , respectively, and for the nine months ended September 30, 2022 and 2023 were $12,264 and $6,465 , respectively.
During the three and nine months ended September 30, 2022 and 2023, the Company tested for recoverability certain customer-related and technology-related intangible assets, including those under development, and certain property, plant and equipment, as a result of changes in market trends and the Company’s investment strategy, including the Company's decision to cease certain service offerings. Based on the results of this testing, the Company determined that the carrying values of the assets tested were not recoverable, and the Company recorded complete write-downs of the carrying values of these assets amounting to $1,377 and $0 for the nine months ended September 30, 2022 and 2023. There was no
The summary below presents the on intangibles and goodwill and write-downs on property, plant and equipment recorded for various categories of assets during the three and nine months ended September 30, 2022 and 2023:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||
Technology-related intangibles | $ | $ | $ | $ | |||||||||||||||||||
Customer-related intangibles | |||||||||||||||||||||||
| Goodwill | |||||||||||||||||||||||
| Total intangibles and goodwill | $ | $ | $ | $ | |||||||||||||||||||
| Property, plant and equipment | $ | $ | $ | $ | |||||||||||||||||||
| Total property, plant and equipment | $ | $ | $ | $ | |||||||||||||||||||
| Total impairment and write-down | $ | $ | $ | $ | |||||||||||||||||||
11. Short-term borrowings
The Company has the following borrowing facilities:
a.Fund-based and non-fund-based credit facilities with banks, which are available for operational requirements in the form of overdrafts, letters of credit, guarantees and short-term loans. As of December 31, 2022 and September 30, 2023, the limits available were $22,882 and $21,526 , respectively, of which $5,392 and $9,133 , respectively, was utilized, constituting non-funded drawdown.
28
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
11. Short-term borrowings (Continued)
b.A fund-based and non-fund based revolving credit facility of $650,000 , which the Company obtained by entering into an amended and restated credit agreement (the "2022 Credit Agreement") with Genpact USA., Inc., a wholly-owned subsidiary of the Company (“Genpact USA”), Genpact Global Holdings (Bermuda) Limited (“GGH”) and Genpact Luxembourg S.à r.l., a wholly-owned subsidiary of the Company (“Genpact Luxembourg”, and together with Genpact USA and GGH, the “Borrowers”), as borrowers, Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, swingline lender and issuing bank, and the lenders and other parties thereto on December 13, 2022. The term loan and revolving credit facility under the 2022 Credit Agreement expire on December 13, 2027. Borrowings under the 2022 Credit Agreement bear interest at a rate equal to, at the election of the Company, either Adjusted Term SOFR (which is the rate per annum equal to (a) Term SOFR (the forward-looking secured overnight financing rate) plus (b) a Term SOFR Adjustment of 0.10 % per annum, but in no case lower than 0.0 %) plus an applicable margin equal to 1.375 % per annum or a base rate plus an applicable margin equal to 0.375 % per annum. The unutilized amount on the revolving credit facility under the 2022 Credit Agreement bore a commitment fee of 0.20 153,658 and $56,627 , respectively, was utilized, of which $151,000 and $55,000 , respectively, constituted funded drawdown and $2,658 and $1,627 , respectively, constituted non-funded drawdown. The 2022 Credit Agreement contains certain customary covenants, including a maximum leverage covenant and a minimum interest coverage ratio. During the period ended December 31, 2022 and September 30, 2023, the Company was in compliance with the financial covenants of the 2022 Credit Agreement.
12. Long-term debt
In December 2022, the Company amended its existing credit facility under its amended and restated credit agreement entered into in August 2018 (the "2018 Credit Agreement”), which was comprised of a $680,000 term loan and a $500,000 revolving credit facility, and entered into the 2022 Credit Agreement, which is comprised of a $530,000 term loan and a $650,000 revolving credit facility. The 2022 Credit Agreement, which is guaranteed by the Company and certain of its subsidiaries, replaces the 2018 Credit Agreement. The obligations under the 2022 Credit Agreement are unsecured.
The outstanding balance of the term loan under the 2018 Credit Agreement as of the date of the 2022 Credit Agreement was $527,000 . The revolving credit facility and the term loan have a term of five years and expire on December 13, 2027. The 2022 Credit Agreement did not result in a substantial modification of $290,870 of the outstanding term loan under the 2018 Credit Agreement. Further, as a result of the 2022 Credit Agreement, the Company extinguished $236,130 of funding arrangements for the outstanding term loan under the 2018 Credit Agreement and obtained funding from new lenders of $239,130 , resulting in outstanding principal of $530,000 of the term loan under the 2022 Credit Agreement.
In connection with the 2022 Credit Agreement, the Company expensed $126 , representing partial acceleration of the amortization of the existing unamortized debt issuance costs and an additional fee paid to the Company’s lenders related to the term loan. The overall borrowing capacity under the revolving credit facility increased from $500,000 under the 2018 Credit Agreement to $650,000 under the 2022 Credit Agreement. In connection with the 2022 Credit Agreement, the Company expensed $93 relating to existing unamortized debt issuance cost. The remaining unamortized costs and an additional third-party fee paid in connection with the 2022 Credit Agreement will be amortized over the term of the amended facility.
Borrowings under the 2022 Credit Agreement bear interest at a rate equal to, at the election of the Company, either Adjusted Term SOFR (which is the rate per annum equal to (a) Term SOFR (the forward-looking secured overnight financing rate) plus (b) a Term SOFR Adjustment of 0.10 % per annum, but in no case lower than 0.00 %) plus an applicable margin equal to 1.375 % per annum or a base rate plus an applicable margin equal to 0.375 % per annum, in each case subject to adjustment based on the Borrowers' debt ratings provided by Standard & Poor’s Rating Services and Moody’s Investors Service, Inc. (the "Debt Ratings"). The revolving credit commitments under the 2022 Credit Agreement are subject to a commitment fee equal to 0.20 % per annum, subject to adjustment based on the Debt Ratings. The commitment fee accrues on the actual daily amount by which the aggregate revolving commitments exceed the sum of outstanding revolving loans and letter of credit obligations.
29
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
12. Long-term debt (Continued)
The 2022 Credit Agreement restricts certain payments, including dividend payments, if there is an event of default under the 2022 Credit Agreement or if the Company is not, or after making the payment would not be, in compliance with certain financial covenants contained in the 2022 Credit Agreement. These covenants require the Company to maintain a net debt to EBITDA leverage ratio of less than 3x and an interest coverage ratio of more than 3x. During the period ended September 30, 2023, the Company was in compliance with the terms of the 2022 Credit Agreement, including all of the financial covenants therein. The Company’s retained earnings are not subject to any restrictions on availability to make dividend payments to shareholders, subject to compliance with the financial covenants described above that are contained in the 2022 Credit Agreement.
As of December 31, 2022 and September 30, 2023, the amount outstanding under the Company's term loan, net of debt amortization expense of $1,622 and $1,348 , was $528,378 and $508,777 , respectively.
Indebtedness under the 2022 Credit Agreement is unsecured. The amount outstanding on the term loan as of September 30, 2023 requires quarterly payments of $6,625 , and the balance of the loan is due and payable upon the maturity of the term loan on December 13, 2027.
The maturity profile of the term loan outstanding as of September 30, 2023, net of debt amortization expense, is as follows:
| Year ending | Amount | ||||
| 2023 | $ | ||||
| 2024 | |||||
| 2025 | |||||
| 2026 | |||||
| 2027 | |||||
| Total | $ | ||||
Genpact Luxembourg issued $400,000 aggregate principal amount of 3.375 % senior notes in November 2019 (the “2019 Senior Notes”). The 2019 Senior Notes are fully guaranteed by the Company. The total debt issuance cost of $2,937 incurred in connection with the 2019 Senior Notes offering is being amortized over the life of the 2019 Senior Notes as an additional interest expense. As of December 31, 2022 and September 30, 2023, the amount outstanding under the 2019 Senior Notes, net of debt amortization expense of $1,119 and $683 , was $398,881 and $399,317 , respectively, which is payable on December 1, 2024.
In March 2021, Genpact Luxembourg and Genpact USA co-issued $350,000 aggregate principal amount of 1.750 % senior notes (the “2021 Senior Notes,” and together with the 2019 Senior Notes, the “Senior Notes”). The 2021 Senior Notes are fully guaranteed by the Company. The total debt issuance cost of $3,032 incurred in connection with the 2021 Senior Notes is being amortized over the life of the 2021 Senior Notes as additional interest expense. As of December 31, 2022 and September 30, 2023, the amount outstanding under the 2021 Senior Notes, net of debt amortization expense of $1,970 and $1,520 , respectively, was $348,030 and $348,480 , respectively, which is payable on April 10, 2026.
30
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
12. Long-term debt (Continued)
The Company pays interest on (i) the 2019 Senior Notes semi-annually in arrears on June 1 and December 1 of each year, and (ii) the 2021 Senior Notes semi-annually in arrears on April 10 and October 10 of each year, ending on the maturity dates of December 1, 2024 and April 10, 2026, respectively. The Company, at its option, may redeem the Senior Notes at any time in whole or in part, at a redemption price equal to (i) 100 % of the principal amount of the notes redeemed, together with accrued and unpaid interest on the redeemed amount, and (ii) if the notes are redeemed prior to, in the case of the 2019 Senior Notes, November 1, 2024, and in the case of the 2021 Senior Notes, March 10, 2026, a specified “make-whole” premium. The Senior Notes are subject to certain customary covenants, including limitations on the ability of the Company and certain of its subsidiaries to incur debt secured by liens, engage in certain sale and leaseback transactions and consolidate, merge, convey or transfer their assets substantially as an entirety. During the period ended September 30, 2023, the Company and its applicable subsidiaries were in compliance with the covenants. Upon certain change of control transactions, the applicable issuer or issuers will be required to make an offer to repurchase the Senior Notes at a price equal to 101 % of the aggregate principal amount of the Senior Notes, plus accrued and unpaid interest. The interest rate payable on the Senior Notes is subject to adjustment if the credit rating of the Senior Notes is downgraded, up to a maximum increase of 2.0 %.
A summary of the Company’s long-term debt is as follows:
| As of December 31, 2022 | As of September 30, 2023 | ||||||||||
| Credit facility, net of amortization expenses | $ | $ | |||||||||
| Total | $ | $ | |||||||||
| Current portion | |||||||||||
| Non-current portion | |||||||||||
| Total | $ | $ | |||||||||
13. Accrued expenses and other current liabilities
| As of December 31, 2022 | As of September 30, 2023 | ||||||||||
| Accrued expenses | $ | $ | |||||||||
| Accrued employee cost | |||||||||||
| Earn-out consideration | |||||||||||
| Statutory liabilities | |||||||||||
| Retirement benefits | |||||||||||
| Compensated absences | |||||||||||
| Derivative instruments | |||||||||||
| Contract liabilities (Note 20) | |||||||||||
| Other liabilities | |||||||||||
| $ | $ | ||||||||||
As of December 31, 2022, the Company reclassified certain accrued expenses and other current liabilities amounting to $1,147 to liabilities held for sale. See Note 8 for additional information.
31
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
14. Other liabilities
Other liabilities consist of the following:
| As of December 31, 2022 | As of September 30, 2023 | ||||||||||
| Accrued employee cost | $ | $ | |||||||||
| Retirement benefits | |||||||||||
| Compensated absences | |||||||||||
| Derivative instruments | |||||||||||
| Contract liabilities (Note 20) | |||||||||||
| Others | |||||||||||
| $ | $ | ||||||||||
As of December 31, 2022, the Company reclassified certain other liabilities amounting to $141 to liabilities held for sale. See Note 8 for additional information.
15. Employee benefit plans
The Company has employee benefit plans in the form of certain statutory and other programs covering its employees.
Defined benefit plans
In accordance with Indian law, the Company maintains a defined benefit retirement plan covering substantially all of its Indian employees. In accordance with Mexican law, the Company provides termination benefits to all of its Mexican employees. In addition, certain of the Company’s subsidiaries in the Philippines, Israel and Japan sponsor defined benefit retirement programs.
Net defined benefit plan costs for the three and nine months ended September 30, 2022 and 2023 include the following components:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||
| Service costs | $ | $ | $ | $ | |||||||||||||||||||
| Interest costs | |||||||||||||||||||||||
| Amortization of actuarial loss | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||
| Net defined benefit plan costs | $ | $ | $ | $ | |||||||||||||||||||
32
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
15. Employee benefit plans (Continued)
Defined contribution plans
During the three and nine months ended September 30, 2022 and 2023, the Company contributed the following amounts to defined contribution plans in various jurisdictions:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||
| India | $ | $ | $ | $ | |||||||||||||||||||
| U.S. | |||||||||||||||||||||||
| U.K. | |||||||||||||||||||||||
| China | |||||||||||||||||||||||
| Other regions | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Deferred compensation plan
On July 1, 2018, Genpact LLC, a wholly-owned subsidiary of the Company, adopted an executive deferred compensation plan (the “Plan”). The Plan provides a select group of U.S.-based members of Company management with the opportunity to defer from 1 % to 80 % of their base salary and from 1 % to 100 % of their qualifying bonus compensation (or such other minimums or maximums as determined by the Plan administrator from time to time) pursuant to the terms of the Plan. Participant deferrals are 100 % vested at all times. The Plan also allows for discretionary supplemental employer contributions by the Company, in its sole discretion, which will be subject to a two-year vesting schedule (50 % vesting on the one-year anniversary of approval of the contribution and 50 % vesting on the second year anniversary of approval of the contribution) or such other vesting schedule as determined by the Company. However, no such contribution has been made by the Company to date.
The Plan also provides an option for participants to elect to receive deferred compensation and earnings thereon on either fixed date(s) no earlier than 2 years following the applicable Plan year (or end of the applicable performance period for performance-based bonus compensation) or following a separation from service, in each case either in a lump sum or in annual installments over a term of up to 15 years. Participants can elect to change or re-defer their rights to receive the deferred compensation until the 10th anniversary following their separation from service, subject to fulfillment of certain conditions. Each Plan participant’s compensation deferrals are credited or debited with notional investment gains and losses equal to the performance of selected hypothetical investment funds offered under the Plan and elected by the participant.
The Company has investments in funds held in Company-owned life insurance policies which are held in a Rabbi Trust that are classified as trading securities. Management determines the appropriate classification of the securities at the time they are acquired and evaluates the appropriateness of such classifications at each balance sheet date.
The liability for the deferred compensation plan was $39,654 and $46,332 as of December 31, 2022 and September 30, 2023, respectively, and is included in “accrued expenses and other current liabilities” and “other liabilities” in the consolidated balance sheets.
In connection with the administration of the Plan, the Company has purchased Company-owned life insurance policies insuring the lives of certain employees. The cash surrender value of these policies was $40,261 and $46,944 as of December 31, 2022 and September 30, 2023, respectively. The cash surrender value of these insurance policies is included in “other assets” in the consolidated balance sheets.
33
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
16. Stoc k-based compensation
The Company has issued options under the Genpact Limited 2007 Omnibus Incentive Compensation Plan (the “2007 Omnibus Plan”) and the Genpact Limited 2017 Omnibus Incentive Compensation Plan (the “2017 Omnibus Plan”) to eligible persons, including employees, directors and certain other persons associated with the Company.
Under the 2007 Omnibus Plan, shares underlying options forfeited, expired, terminated or cancelled under any of the Company’s predecessor plans were added to the number of shares otherwise available for grant under the 2007 Omnibus Plan. The 2007 Omnibus Plan was amended and restated on April 11, 2012 to increase the number of common shares authorized for issuance by 5,593,200 shares to 15,000,000 shares. Further, during the year ended December 31, 2012, the number of common shares authorized for issuance under the 2007 Omnibus Plan was increased by 8,858,823 shares as a result of a one-time adjustment to outstanding unvested share awards in connection with a special dividend payment.
On May 9, 2017, the Company’s shareholders approved the adoption of the 2017 Omnibus Plan, pursuant to which 15,000,000 Company common shares are available for issuance. The 2017 Omnibus Plan was amended and restated on April 5, 2019 and April 5, 2022 to increase the number of common shares authorized for issuance by 8,000,000 shares to 23,000,000 shares and by 3,500,000 shares to 26,500,000 shares, respectively. No grants may be made under the 2007 Omnibus Plan after the date of adoption of the 2017 Omnibus Plan. Grants that were outstanding under the 2007 Omnibus Plan as of the date of Company’s adoption of the 2017 Omnibus Plan remain subject to the terms of the 2007 Omnibus Plan.
Stock-based compensation costs relating to the foregoing plans during the three months ended September 30, 2022 and September 30, 2023 were $18,873 and $22,007 , respectively, and for the nine months ended September 30, 2022 and September 30, 2023 were $53,712 and $62,692 , respectively. These costs have been allocated to “cost of revenue” and “selling, general and administrative expenses.”
Stock options
All options granted under the 2007 and 2017 Omnibus Plans are exercisable into common shares of the Company, have a contractual period of ten years and vest over to five years unless specified otherwise in the applicable award agreement. The Company recognizes compensation cost over the vesting period of the option.
Compensation cost is determined at the date of grant by estimating the fair value of an option using the Black-Scholes option-pricing model.
34
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
16. Stock-based compensation (Continued)
The Company granted options covering 475,695 common shares in the nine months ended September 30, 2022.
| Nine months ended September 30, 2022 | ||||||||
| Dividend yield | % | |||||||
| Expected life (in months) | ||||||||
| Risk-free rate of interest | % | |||||||
| Volatility | % | |||||||
A summary of stock option activity during the nine months ended September 30, 2023 is set out below:
| Nine Months Ended September 30, 2023 | |||||||||||||||||||||||
| Shares arising out of options | Weighted average exercise price | Weighted average remaining contractual life (years) | Aggregate intrinsic value | ||||||||||||||||||||
| Outstanding as of January 1, 2023 | — | ||||||||||||||||||||||
| Granted | — | — | |||||||||||||||||||||
| Forfeited | ( | — | — | ||||||||||||||||||||
| Expired | ( | — | — | ||||||||||||||||||||
| Exercised | ( | — | |||||||||||||||||||||
| Outstanding as of September 30, 2023 | |||||||||||||||||||||||
| Vested as of September 30, 2023 and expected to vest thereafter (Note a) | |||||||||||||||||||||||
| Vested and exercisable as of September 30, 2023 | |||||||||||||||||||||||
| Weighted average grant date fair value of grants during the period | |||||||||||||||||||||||
(a)Options expected to vest reflect an estimated forfeiture rate.
As of September 30, 2023, the total remaining unrecognized stock-based compensation cost for options expected to vest amounted to $11,730 , which will be recognized over the weighted average remaining requisite vesting period of 2.5 years.
35
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
16. Stock-based compensation (Continued)
Restricted share units
The Company has granted restricted share units (“RSUs”) under the 2007 and 2017 Omnibus Plans. Each RSU represents the right to receive one common share. The fair value of each RSU is the market price of one common share of the Company on the date of the grant. The RSUs granted to date have graded vesting schedules of three months to four years . The compensation expense is recognized on a straight-line basis over the vesting term. A summary of RSU activity during the nine months ended September 30, 2023 is set out below:
| Nine Months Ended September 30, 2023 | |||||||||||
| Number of Restricted Share Units | Weighted Average Grant Date Fair Value | ||||||||||
| Outstanding as of January 1, 2023 | |||||||||||
| Granted | |||||||||||
| Vested (Note a) | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Outstanding as of September 30, 2023 | |||||||||||
| Expected to vest (Note b) | |||||||||||
(a)308,542 RSUs vested during the nine months ended September 30, 2023 in respect of which 201,016 shares (net of minimum statutory tax withholding) were issued during the nine months ended September 30, 2023.
As of September 30, 2023, the total remaining unrecognized stock-based compensation cost related to RSUs amounted to $33,114 , which will be recognized over the weighted average remaining requisite vesting period of 2.1 years.
Performance units
The Company also grants stock awards in the form of performance units (“PUs”) and has granted PUs under both the 2007 and 2017 Omnibus Plans.
Each PU represents the right to receive one common share at a future date based on the Company’s performance against specified targets. PUs granted to date have vesting schedules of approximately six months to three years . PUs granted under the plans are subject to cliff vesting. The compensation expense for such awards is recognized on a straight-line basis over the vesting terms.
For PUs granted prior to 2023, the fair value of each PU is the market price of one common share of the Company on the date of grant and assumes that performance targets will be achieved. For PUs that have a performance period of one year , the Company’s estimate of the number of shares to be issued is adjusted upward or downward based upon the probability of achievement of the performance targets. The ultimate number of shares issued and the related compensation cost recognized is based on a comparison of the final performance metrics to the specified targets.
36
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
16. Stock-based compensation (Continued)
For the PUs granted in 2023, the Company made certain amendments to the vesting conditions. For PUs granted in 2023, the performance period increased to three years from one year for PUs granted prior to 2023. Further, the number of PUs granted in 2023 that will ultimately vest will be modified, subject to certain conditions and limitations, based on the Company’s total shareholder return (“TSR”) relative to the TSR of the companies included as of January 1, 2023 in the S&P 400 Midcap Index (the “Peer Group”) over the three-year performance period for the 2023 PUs.
The grant date fair value for PUs granted in 2023 is determined using a Monte Carlo simulation model. This model simulates a range of possible future stock prices and estimates the probabilities of the potential payouts. This model also incorporates the following assumptions:
•The historical volatility for the companies in the Peer Group was measured using the most recent three-year period.
•The risk-free interest rate is based on the U.S. Treasury rate assumption commensurate with the three-year performance period.
•For determining the TSR of the Company and the companies in the Peer Group, dividends will be assumed to have been reinvested in the stock of the issuing entities on a continuous basis.
•The correlation coefficients used to model the way in which each entity tends to move in relation to each other are based upon the price data used to calculate historical volatility.
The fair value of each 2023 PU granted to employees was estimated on the date of grant using the following valuation assumptions:
| Nine months ended September 30, 2023 | ||||||||||||||
| Dividend yield | % | — | ||||||||||||
| Expected life (years) | — | |||||||||||||
| Risk-free rate for expected life | % | — | ||||||||||||
| Volatility for expected life | % | — | ||||||||||||
A summary of PU activity during the nine months ended September 30, 2023 is set out below:
| Nine Months Ended September 30, 2023 | |||||||||||||||||
| Number of Performance Units | Weighted Average Grant Date Fair Value | Maximum Shares Eligible to Receive | |||||||||||||||
| Outstanding as of January 1, 2023 | |||||||||||||||||
| Granted | |||||||||||||||||
| Vested (Note a) | ( | ( | |||||||||||||||
| Forfeited | ( | ( | |||||||||||||||
| Adjustment upon final determination of level of performance goal achievement (Note b) | |||||||||||||||||
| Outstanding as of September 30, 2023 | |||||||||||||||||
| Expected to vest (Note c) | |||||||||||||||||
(a)647,549 PUs vested during the nine months ended September 30, 2023, in respect of which 412,275 shares (net of minimum statutory tax withholding) were issued during the nine months ended September 30, 2023.
(b)Represents an adjustment made in March 2023 to the number of shares subject to the PUs granted in 2022 upon certification of the level of achievement of the performance targets underlying such awards.
(c)The number of PUs expected to vest reflects the application of an estimated forfeiture rate.
37
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
16. Stock-based compensation (Continued)
As of September 30, 2023, the total remaining unrecognized stock-based compensation cost related to PUs amounted to $61,380 , which will be recognized over the weighted average remaining requisite vesting period of 1.7 years.
Employee Stock Purchase Plan (ESPP)
On May 1, 2008, the Company adopted the Genpact Limited U.S. Employee Stock Purchase Plan and the Genpact Limited International Employee Stock Purchase Plan (together, the “ESPP”). In April 2018, these plans were amended and restated, and their terms were extended to August 31, 2028.
The ESPP allows eligible employees to purchase the Company’s common shares through payroll deductions at 90 % of the closing price of the Company’s common shares on the last business day of each purchase interval. The dollar amount of common shares purchased under the ESPP may not exceed 15 % of the participating employee’s base salary, subject to a cap of $25 per employee per calendar year. With effect from September 1, 2009, the offering periods commence on the first business day in March, June, September and December of each year and end on the last business day of the subsequent May, August, November and February. 4,200,000 common shares have been reserved for issuance in the aggregate over the term of the ESPP.
During the nine months ended September 30, 2022 and 2023, 253,377 and 255,123 common shares, respectively, were issued under the ESPP.
The ESPP is considered compensatory under the FASB guidance on Compensation-Stock Compensation.
The compensation expense for the ESPP is recognized in accordance with the FASB guidance on Compensation-Stock Compensation. The compensation expense for the ESPP during the three months ended September 30, 2022 and 2023 was $329 and $307 , respectively, and for the nine months ended September 30, 2022 and 2023 was $1,182 and $1,158 , respectively, and has been allocated to cost of revenue and selling, general and administrative expenses.
17. Capital stock
Share repurchases
The Board of Directors of the Company (the “Board”) has authorized repurchases of up to $2,250,000 under the Company’s existing share repurchase program, including $500,000 approved during the first quarter of 2023. Under the program, shares may be purchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
During the nine months ended September 30, 2022 and 2023, the Company repurchased 4,067,044 and 3,828,084 of its common shares, respectively, on the open market at a weighted average price of $44.75 and $39.31 per share, respectively, for an aggregate cash amount of $182,012 and $150,471 , respectively. All repurchased shares have been retired.
The Company records repurchases of its common shares on the settlement date of each transaction. Shares purchased and retired are deducted to the extent of their par value from common stock and from retained earnings for the excess over par value. Direct costs incurred to acquire the shares are included in the total cost of the shares purchased. For the nine months ended September 30, 2022 and 2023, retained earnings were reduced by the direct costs, including taxes, related to share repurchases of $81 and $677 , respectively.
$474,453 remained available for share repurchases under the Company’s existing share repurchase program as of September 30, 2023. This repurchase program does not obligate the Company to acquire any specific number of shares and does not specify an expiration date.
38
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
17. Capital stock (Continued)
Dividend
On February 10, 2022, the Company announced that its Board had approved a 16 % increase in its quarterly cash dividend to $0.125 per share, up from $0.1075 per share in 2021, representing an annual dividend of $0.50 per common share, up from $0.43 per share in 2021, payable to holders of the Company’s common shares. On March 23, 2022, June 24, 2022 and September 23, 2022, the Company paid a dividend of $0.125 23,134 , $22,935 and $22,873 in the aggregate, to shareholders of record as of March 10, 2022, June 10, 2022 and September 9, 2022, respectively.
On February 9, 2023, the Company announced that its Board had approved a 10 % increase in its quarterly cash dividend to $0.1375 per share, up from $0.125 per share in 2022, representing a planned annual dividend of $0.55 per common share, up from $0.50 per share in 2022, payable to holders of the Company’s common shares. On March 24, 2023, June 26, 2023 and September 26, 2023, the Company paid a dividend of $0.1375 25,255 $25,031 and $24,944 in the aggregate, to shareholders of record as of March 10, 2023, June 9, 2023 and September 8, 2023, respectively.
18. Earnings per share
The Company calculates earnings per share in accordance with FASB guidance on earnings per share. Basic and diluted earnings per common share give effect to the change in the number of Company common shares outstanding. The calculation of basic earnings per common share is determined by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the respective periods. The potentially dilutive shares, consisting of outstanding options on common shares, restricted share units, common shares to be issued under the ESPP and performance units, have been included in the computation of diluted net earnings per share and the number of weighted average shares outstanding, except where the result would be anti-dilutive.
The number of shares subject to stock awards outstanding but not included in the computation of diluted earnings per common share because their effect was anti-dilutive is 2,757,114 and 2,213,546 for the nine months ended September 30, 2022 and 2023, respectively, and 2,667,958 and 2,389,358 for the three months ended September 30, 2022 and 2023, respectively.
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average number of common shares used in computing basic earnings per common share | |||||||||||||||||||||||
| Dilutive effect of stock-based awards | |||||||||||||||||||||||
| Weighted average number of common shares used in computing dilutive earnings per common share | |||||||||||||||||||||||
| Earnings per common share | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
39
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
19. Segment reporting
The Company manages various types of business process and information technology services in an integrated manner for clients in various industries and geographic locations. The Company's operating segments are significant strategic business units that align its products and services with how it manages its business, approaches key markets and interacts with its clients.
During the second quarter of 2022, the Company renamed its three reportable segments. Beginning in the second quarter of 2022, the Company's: (1) Banking, Capital Markets and Insurance segment was renamed the Financial Services segment; (2) Consumer Goods, Retail, Life Sciences and Healthcare segment was renamed the Consumer and Healthcare segment; and (3) High Tech, Manufacturing and Services segment was renamed the High Tech and Manufacturing segment.
The Company’s Chief Executive Officer, who has been identified as the Chief Operating Decision Maker ("CODM"), reviews operating segment revenue, which is a GAAP measure, and adjusted income from operations ("AOI"), which is a non-GAAP measure. The Company does not allocate, and therefore the CODM does not evaluate, stock-based compensation expenses, amortization and impairment of acquired intangible assets, foreign exchange gain/(losses) (other than those included in income from operations), interest income/(expense), restructuring expense/income, acquisition related expenses, any losses or gains from businesses held for sale, including impairment charges, other income/(expense), or income taxes by segment. The Company’s operating assets and liabilities pertain to multiple segments. The Company manages assets and liabilities on a total company basis, not by operating segment, and therefore asset and liabilities information and capital expenditures by operating segment are not presented to the CODM and are not reviewed by the CODM.
With effect from January 1, 2023, the Company has modified the items that are allocated to the Company's reportable segments for the purpose of evaluating segment performance, and the Company now allocates by segment certain foreign exchange gains/(losses) (to the extent included in income from operations) and unallocated resource costs. Segment results after such allocation are reviewed by the CODM to evaluate segment performance. Prior to January 1, 2023, the CODM evaluated the performance of reportable segment revenue and adjusted income from operations after excluding these items, which were previously included under "Others." Accordingly, the Company has recast the segment revenue and adjusted income from operations of its reportable segments for the three and nine months ended September 30, 2022 to present comparable segment information. Adjusted income from operations for “Others” primarily represents the impact of certain under or over-absorption of overhead, and allowance for credit losses, which are not allocated to the Company’s segments for management’s internal reporting purposes.
The CODM continues to review operating segment revenue, which is a GAAP measure, and adjusted income from operations, which is a non-GAAP measure.
40
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
19. Segment reporting (Continued)
Revenues and adjusted income from operations for each of the Company’s segments for the three months ended September 30, 2022 were as follows:
| Net revenues | |||||||||||||||||||||||
| Data-Tech-AI | Digital operations | Total | AOI | ||||||||||||||||||||
| Financial Services | |||||||||||||||||||||||
| Consumer and Healthcare | |||||||||||||||||||||||
| High Tech and Manufacturing | |||||||||||||||||||||||
| Net revenues | |||||||||||||||||||||||
| Business held for sale (refer to Note (a) below and Note 8) | ( | ||||||||||||||||||||||
| Net revenues (excluding business held for sale - refer to Note (a) below and Note 8) | |||||||||||||||||||||||
| Others | |||||||||||||||||||||||
| Total AOI | |||||||||||||||||||||||
| Stock-based compensation | ( | ||||||||||||||||||||||
| Amortization and impairment of acquired intangible assets (other than included above) | ( | ||||||||||||||||||||||
| Foreign exchange gains (losses), net | |||||||||||||||||||||||
| Interest income (expense), net | ( | ||||||||||||||||||||||
| Business held for sale (refer to Note (a) below and Note 8) | ( | ||||||||||||||||||||||
| Impairment charge on assets classified as held for sale (refer to Note (b) below and Note 8) | ( | ||||||||||||||||||||||
| Income tax expense | ( | ||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
41
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
19. Segment reporting (Continued)
Revenues and adjusted income from operations for each of the Company’s segments for the three months ended September 30, 2023 were as follows:
| Net revenues | |||||||||||||||||||||||
| Data-Tech-AI | Digital operations | Total | AOI | ||||||||||||||||||||
| Financial Services | |||||||||||||||||||||||
| Consumer and Healthcare | |||||||||||||||||||||||
| High Tech and Manufacturing | |||||||||||||||||||||||
| Net revenues | |||||||||||||||||||||||
| Others | ( | ||||||||||||||||||||||
| Total AOI | |||||||||||||||||||||||
| Stock-based compensation | ( | ||||||||||||||||||||||
| Amortization and impairment of acquired intangible assets (other than included above) | ( | ||||||||||||||||||||||
| Foreign exchange gains (losses), net | |||||||||||||||||||||||
| Interest income (expense), net | ( | ||||||||||||||||||||||
| Income tax expense | ( | ||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
42
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
19. Segment reporting (Continued)
Revenues and adjusted income from operations for each of the Company’s segments for the nine months ended September 30, 2022 were as follows:
| Net revenues | |||||||||||||||||||||||
| Data-Tech-AI | Digital operations | Total | AOI | ||||||||||||||||||||
| Financial Services | |||||||||||||||||||||||
| Consumer and Healthcare | |||||||||||||||||||||||
| High Tech and Manufacturing | |||||||||||||||||||||||
| Net revenues | |||||||||||||||||||||||
| Business held for sale (refer to Note (a) below and Note 8) | ( | ||||||||||||||||||||||
| Net revenues (excluding business held for sale - refer to Note (a) below and Note 8) | |||||||||||||||||||||||
| Others | |||||||||||||||||||||||
| Total AOI | |||||||||||||||||||||||
| Stock-based compensation | ( | ||||||||||||||||||||||
| Amortization and impairment of acquired intangible assets (other than included above) | ( | ||||||||||||||||||||||
| Foreign exchange gains (losses), net | |||||||||||||||||||||||
| Interest income (expense), net | ( | ||||||||||||||||||||||
| Business held for sale (refer to Note (a) below and Note 8) | ( | ||||||||||||||||||||||
| Impairment charge on assets classified as held for sale (refer to Note (b) below and Note 8) | ( | ||||||||||||||||||||||
| Restructuring (expense) / income (refer to Note (b) below and Note 25) | ( | ||||||||||||||||||||||
| Income tax expense | ( | ||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
43
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
19. Segment reporting (Continued)
Revenues and adjusted income from operations for each of the Company’s segments for the nine months ended September 30, 2023 were as follows:
| Net revenues | |||||||||||||||||||||||
| Data-Tech-AI | Digital operations | Total | AOI | ||||||||||||||||||||
| Financial Services | |||||||||||||||||||||||
| Consumer and Healthcare | |||||||||||||||||||||||
| High Tech and Manufacturing | |||||||||||||||||||||||
| Net revenues | |||||||||||||||||||||||
| Business held for sale (refer to Note (a) below and Note 8) | ( | ||||||||||||||||||||||
| Net revenues (excluding business held for sale - refer to Note (a) below and Note 8) | |||||||||||||||||||||||
| Others | |||||||||||||||||||||||
| Total AOI | |||||||||||||||||||||||
| Stock-based compensation | ( | ||||||||||||||||||||||
| Amortization and impairment of acquired intangible assets (other than included above) | ( | ||||||||||||||||||||||
| Foreign exchange gains (losses), net | |||||||||||||||||||||||
| Interest income (expense), net | ( | ||||||||||||||||||||||
| Restructuring (expense) / income (refer to Note (b) below and Note 25) | |||||||||||||||||||||||
| Operating loss from the business classified as held for sale (refer to Note (a) below and Note 8) | ( | ||||||||||||||||||||||
| Loss on the sale of business classified as held for sale (refer to Note (a) below and Note 8) | ( | ||||||||||||||||||||||
| Income tax expense | ( | ||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
(a) During the second quarter of 2022, the Company's management approved a plan to divest a business that was part of the Company's Consumer and Healthcare segment. The revenues and associated operating losses attributable to this business, including a loss on the sale of this business recorded in the first quarter of 2023, have been excluded from the computation of adjusted operating income margin with effect from April 1, 2022, as management believes that excluding these items provides useful information about the Company's financial performance and underlying business trends.
(b) The Company does not allocate these charges to individual segments in internal management reports used by the CODM. Accordingly, such expenses are included in our segment reporting as “unallocated costs.”
44
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
20. Net revenues
Disaggregation of revenue
In the following table, the Company’s revenue is disaggregated by the nature of services provided:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||
| Data-Tech-AI | $ | $ | $ | $ | |||||||||||||||||||
| Digital Operations | |||||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | |||||||||||||||||||
All three of the Company's segments include revenue from both Data-Tech-AI and Digital Operations. See Note 19 for additional information.
During the second quarter of 2022, the Company's management modified the manner in which it disaggregates revenue for reporting and internal tracking purposes, and the Company now reports revenue disaggregated by the nature of services provided to the client, namely either Data-Tech-AI or Digital Operations. Prior to the second quarter of 2022, the Company disaggregated its revenue as revenue from the General Electric Company (GE) or revenue from Global Clients (other than GE).
Contract balances
Accounts receivable include amounts for services that the Company has performed but for which payment has not been received. The Company typically follows a 30-day billing cycle and, as such, at any point in time may have accrued up to 30 days of revenues that have not been billed. The Company has determined that in instances where the timing of revenue recognition differs from the timing of invoicing, the related contracts generally do not include a significant financing component. Refer to Note 4 for details on the Company’s accounts receivable and allowance for credit losses.
The following table shows the details of the Company’s contract balances:
| As of December 31, 2022 | As of September 30, 2023 | ||||||||||
| Contract assets (Note a) | $ | $ | |||||||||
| Contract liabilities (Note b) | |||||||||||
| Deferred transition revenue | $ | $ | |||||||||
| Advance from customers | $ | $ | |||||||||
(a)Included in "prepaid expenses and other current assets" and "other assets" in the consolidated balance sheet.
(b)Included in "accrued expenses and other current liabilities" and "other liabilities" in the consolidated balance sheet.
As of December 31, 2022, the Company reclassified certain contract assets amounting to $2,168 and contract liabilities amounting to $649 as assets and liabilities held for sale. See Note 8 for additional information.
45
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
20. Net revenues (Continued)
Contract assets represent the contract acquisition fees or other upfront fees paid to a customer. Such costs are amortized over the expected period of benefit and recorded as an adjustment to the transaction price and deducted from revenue. The Company’s assessment did not indicate any significant impairment losses on its contract assets for the periods presented.
Contract liabilities include that portion of revenue for which payments have been received in advance from customers. The Company also defers revenues attributable to certain process transition activities for which costs have been capitalized by the Company as contract fulfillment costs. Consideration received from customers, if any, relating to such transition activities is also included as part of contract liabilities. The contract liabilities are included within “Accrued expenses and other current liabilities” and “Other liabilities” in the unaudited consolidated balance sheets. The revenues are recognized as (or when) the performance obligation is fulfilled under the contract with the customer.
Changes in the Company’s contract asset and liability balances during the three and nine months ended September 30, 2022 and 2023 were a result of normal business activity and not materially impacted by any other factors.
The amount of revenue recognized during the three months ended September 30, 2022 and 2023 that was included in the Company's contract liabilities balance at the beginning of the period was $63,762 and $55,007 , respectively, and the amount of revenue recognized during the nine months ended September 30, 2022 and 2023 that was included in the Company's contract liabilities balance at the beginning of the period was $129,046 and $140,379 , respectively.
The following table includes estimated revenue expected to be recognized in the future related to remaining performance obligations as of September 30, 2023:
| Particulars | Total | Less than 1 year | 1-3 years | 3-5 years | After 5 years | |||||||||||||||||||||||||||
| Transaction price allocated to remaining performance obligations | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
The following table provides details of the Company’s contract cost assets:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||||||||||||||||||||||||||
| Particulars | Sales incentive programs | Transition activities | Sales incentive programs | Transition activities | Sales incentive programs | Transition activities | Sales incentive programs | Transition activities | |||||||||||||||||||||||||||||||||||||||
| Opening balance | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Closing balance | |||||||||||||||||||||||||||||||||||||||||||||||
| Amortization | |||||||||||||||||||||||||||||||||||||||||||||||
As of December 31, 2022, the Company reclassified certain contract cost assets amounting to $1,247 to assets held for sale. See Note 8 for additional information.
46
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
21. Other operating (income) expense, net
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||
| Write-down of intangible assets and property, plant and equipment | |||||||||||||||||||||||
| Impairment charge on intangible assets and goodwill held-for-sale | |||||||||||||||||||||||
| Write-down of operating right-of-use assets and other assets | |||||||||||||||||||||||
| Loss on the sale of business classified as held for sale (refer to Note 8) | |||||||||||||||||||||||
| Gain on termination of lease (refer to Note 25) | ( | ||||||||||||||||||||||
| Other operating (income) expense | ( | ( | ( | ( | |||||||||||||||||||
| Other operating (income) expense, net | $ | $ | ( | $ | $ | ( | |||||||||||||||||
22. Interest income (expense), net
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||
| Interest income | $ | $ | $ | $ | |||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest income (expense), net | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
23. Income taxes
The Company determines its tax provision for interim periods using an estimate of its annual effective tax rate adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, the Company updates its estimate of the annual effective tax rate, and if its estimated tax rate changes, the Company makes a cumulative adjustment.
The Company’s effective tax rate (“ETR”) was 24.1 % for the three months ended September 30, 2023, up from 20.8 % for the three months ended September 30, 2022. The increase in the Company’s ETR in the three months ended September 30, 2023 is primarily due to higher tax expense resulting from changes in the jurisdictional mix of the Company’s income and an increase in the income tax rates in certain jurisdictions.
The Company’s ETR was 23.4 % for the nine months ended September 30, 2023, up from 22.9 % for the nine months ended September 30, 2022. The increase in the Company’s ETR is primarily due to higher tax expense from a change in the jurisdictional mix of the Company’s income and an increase in the income tax rates in certain jurisdictions, partially offset by higher discrete benefits recorded in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022.
47
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
23. Income taxes (Continued)
| Nine months ended September 30, 2023 | |||||
| Opening balance at January 1 | $ | ||||
| Increase related to prior year tax positions, including recorded in acquisition accounting | |||||
| Decrease related to prior year tax positions due to lapse of applicable statute of limitation | ( | ||||
| Decrease related to settlements with taxing authorities | ( | ||||
| Effect of exchange rate changes | ( | ||||
| Closing balance at September 30 | $ | ||||
As of December 31, 2022 and September 30, 2023, the Company had unrecognized tax benefits amounting to $25,430 and $24,434 , respectively, which, if recognized, would impact the Company’s ETR.
As of December 31, 2022 and September 30, 2023, the Company had accrued $2,871 and $3,068 , respectively, in interest and $374 and $372 , respectively, for penalties relating to unrecognized tax benefits.
24. Commitments and contingencies
Capital commitments
As of December 31, 2022 and September 30, 2023, the Company has committed to spend $17,972 and $17,869 , respectively, under agreements to purchase property, plant and equipment. This amount is net of capital advances paid in respect of these purchases.
Bank guarantees
The Company has outstanding bank guarantees and letters of credit amounting to $8,050 and $10,760 as of December 31, 2022 and September 30, 2023, respectively. Bank guarantees are generally provided to government agencies and excise and customs authorities for the purpose of maintaining a bonded warehouse. These guarantees may be revoked if the government agencies suffer any losses or damages through the breach of any of the covenants contained in the agreements governing such guarantees.
Other commitments
Certain units of the Company’s Indian subsidiaries are established as Software Technology Parks of India units or Special Economic Zone (“SEZ”) units under the relevant regulations issued by the Government of India. These units are exempt from customs and other duties on imported and indigenous capital goods, stores and spares. SEZ units are also exempt from the Indian Goods and Services Tax (“GST”) that was introduced in India in 2017. The Company has undertaken to pay taxes and duties, if any, in respect of capital goods, stores, spares and services consumed duty-free, in the event that certain terms and conditions are not fulfilled.
48
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
24. Commitments and contingencies (Continued)
Contingency
(a) In February 2019, there was a judicial pronouncement in India with respect to defined contribution benefit payments interpreting certain statutory defined contribution obligations of employees and employers. It is not currently clear whether the interpretation set out in the pronouncement has retrospective application. If applied retrospectively, the interpretation would result in an increase in contributions payable by the Company for past periods for certain of its India-based employees. There are numerous interpretative challenges concerning the retrospective application of the judgment. Due to such challenges and a lack of interpretive guidance and based on legal advice the Company has obtained on the matter, it is currently impracticable to reliably estimate the timing and amount of any payments the Company may be required to make. Accordingly, the Company plans to obtain further clarity and will evaluate the amount of a potential provision, if any.
(b) The Indian taxing authorities (“ITA”) had initiated proceedings to examine the availability of a tax exemption claimed by the Company in respect of exports of services and related refunds under the GST regime and the previous service tax regime. In the second quarter of 2020, the ITA began to challenge or reject the Company’s Indian GST and service tax refunds in certain Indian states. The Company had requested these refunds pursuant to the tax exemption available for exports under the previous service tax regime as well as the current GST regime in respect of services performed by the Company in India for affiliates and clients outside of India. In denying the refunds, the ITA took the position that the services provided are local services, which interpretation, if correct, would have made the service tax and GST exemption on exports unavailable to the Company in respect of such services. The Government of India has since issued an administrative circular which supports the Company’s position. Further, in the fourth quarter of 2022, the Punjab and Haryana High Court (the "High Court") ruled in favor of the Company in respect of this issue, and the ITA did not appeal the High Court's ruling, which has become final. Similarly, separate proceedings initiated in respect of the service tax regime have also been decided in the Company's favor by the High Court. All of Company’s past refunds under dispute have been approved by the ITA. The Company believes that these proceedings have been conclusively settled in the Company's favor and accordingly, no reserve is provided with respect to this matter as of September 30, 2023.
(c) The ITA have issued assessment orders to certain subsidiaries of the Company seeking to assess income tax on certain transactions that occurred in 2015. The Company has received demands for potential tax claims related to these orders in an aggregate amount of $111,356 , including interest through the date of the orders. This amount excludes penalties or interest accrued since the date of the orders. The Company is pursuing appeals before the relevant appellate authorities in respect of these orders. Further, in respect of the transaction undertaken in 2015, the ITA has attempted to revise a previously closed assessment. During 2022, the Income Tax Appellate Tribunal of India (the "Tribunal") ruled in favor of the Company denying the ITA's ability to revise the assessment, and the ITA have appealed this ruling before the Delhi High Court. In January 2023, notwithstanding the Tribunal’s decision in the Company's favor, the ITA issued a revised assessment order to the Company, and in March 2023, this assessment order was struck down by the Tribunal. The ITA have filed an appeal challenging this most recent decision of the Tribunal before the Delhi High Court. Based on the foregoing, the Company believes that it is more likely than not that the Company’s position will ultimately prevail in respect of these transactions. Accordingly, no reserve has been provided with respect to this matter as of September 30, 2023.
(d) In September 2020, the Indian Parliament approved new labor codes including the Code on Social Security, 2020 (the “Code”), which will impact the Company’s contributions to its defined benefit plans for employees based in India. The Code has not yet been made effective and the rules for different states are in the process of being framed. The Company will evaluate the impact of the Code on the Company in its financial statements for the period in which the Code becomes effective and the related rules are published.
49
GENPACT LIMITED AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands, except per share data and share count)
25. Restructuring
The Company has implemented a flexible, hybrid global delivery model in line with the Company's long-term strategy that incorporates a mix of offshore, onshore, near shore, and remote working. As a result, the Company determined that certain leases and employee roles were no longer needed.
Accordingly, in the second quarter of 2022, the Company recorded a $38,815 restructuring charge relating to the abandonment of leased office premises and an employee severance charge. Of the total charge of $38,815 , $21,684 was a non-cash charge (including $1,377 related to writing down of certain property, plant and equipment) recorded as other operating expense, which pertains to the abandonment of various leased office premises. The Company also recorded a severance charge of $17,131 included in cost of revenue and selling, general and administrative expenses. The Company had sought out one or more third parties to sublease certain office premises from the Company, wherever applicable, instead of abandoning them. However, the Company has not been successful in such attempts, and the Company believes it is unlikely that it will be able to sublease such premises in the foreseeable future.
In the second quarter of 2023, the Company successfully terminated a lease agreement involving leased premises that were abandoned as part of the 2022 restructuring described above. Accordingly, effective upon the lease termination date, the Company recorded a gain in other operating (income) expense of $4,874 . There was no incremental restructuring charge in the third quarter of 2023.
26. Subsequent events
Dividend
On October 26, 2023, the Company announced that its Board of Directors has declared a dividend for the fourth quarter of 2023 of $0.1375 per common share, which is payable on December 22, 2023 to shareholders of record as of the close of business on December 8, 2023. The declaration of any future dividends will be at the discretion of the Board of Directors and subject to Bermuda and other applicable laws.
50
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis is meant to provide material information relevant to an assessment of the financial condition and results of operations of our company, including an evaluation of the amounts and uncertainties of cash flows from operations and from outside sources, so as to allow investors to better view our company from management’s perspective. The following discussion should be read in conjunction with our consolidated financial statements and the related notes that appear elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2022 and with the information under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2022. In addition to historical information, this discussion includes forward-looking statements and information that involves risks, uncertainties and assumptions, including but not limited to those listed below and under “Risk Factors” in this Quarterly Report on Form 10-Q, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 and our Annual Report on Form 10-K for the year ended December 31, 2022.
Special Note Regarding Forward-Looking Statements
We have made statements in this Quarterly Report on Form 10-Q (the “Quarterly Report”) in, among other sections, Part I, Item 2—“Management’s Discussion and Analysis of Financial Condition and Results of Operations” that are forward-looking statements. In some cases, you can identify these statements by forward-looking terms such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “could,” “may,” “shall,” “will,” “would” and variations of such words and similar expressions, or the negative of such words or similar expressions. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, which in some cases may be based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from those expressed or implied by the forward-looking statements. In particular, you should consider the numerous risks outlined in Part II, Item 1A—"Risk Factors" in this Quarterly Report on Form 10-Q and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 and Part I, Item 1A—“Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022.
Forward-looking statements we may make include, but are not limited to, statements relating to:
•our ability to retain existing clients and contracts;
•our ability to win new clients and engagements;
•the expected value of the statements of work under our master service agreements;
•our beliefs about future trends in our market;
•political, economic or business conditions in countries where we have operations or where our clients operate, and heightened economic uncertainty and geopolitical tensions;
•expected spending by existing and prospective clients on the types of services we provide;
•foreign currency exchange rates;
•our ability to convert bookings to revenue;
•our rate of employee attrition;
•our effective tax rate; and
•competition in our industry.
Factors that may cause actual results to differ from expected results include, among others:
•our ability to effectively price our services and maintain our pricing and employee and asset utilization rates;
51
•deterioration in the global economic environment and its impact on our clients, including the bankruptcy of our clients;
•technological innovation, including AI technology and future uses of generative AI and large language models, and our ability to invest in new technologies and adapt to industry developments at sufficient speed and scale;
•increases in wages in locations where we have operations;
•our ability to hire and retain enough qualified employees to support our operations;
•general inflationary pressures and our ability to share increased costs with our clients;
•our ability to develop and successfully execute our business strategies;
•our ability to comply with data protection laws and regulations and to maintain the security and confidentiality of personal and other sensitive data of our clients, employees or others;
•telecommunications or technology disruptions or breaches, natural or other disasters, or medical epidemics or pandemics;
•our dependence on favorable policies and tax laws that may be changed or amended in a manner adverse to us or be unavailable to us in the future, including as a result of tax policy changes in India, and our ability to effectively execute our tax planning strategies;
•our dependence on revenues derived from clients in the United States and Europe and clients that operate in certain industries, such as the financial services and high tech industries;
•ongoing and recent geopolitical conflicts, such as between Russia and Ukraine and Hamas and Israel, and future actions that may be taken by the United States and other countries in response;
•our ability to successfully consummate or integrate strategic acquisitions or execute divestitures;
•our ability to attract and retain clients and to develop and maintain client relationships on attractive terms;
•our ability to service our defined contribution and benefit plan payment obligations;
•clarification as to the possible retrospective application of a judicial pronouncement in India regarding our defined contribution and benefit plan payment obligations;
•our relationship with the General Electric Company, or GE, and our ability to maintain relationships with former GE businesses;
•financing terms, including the Secured Overnight Financing Rate ("SOFR") and changes to our credit ratings;
•our ability to meet our corporate funding needs, pay dividends and service debt, including our ability to comply with the restrictions that apply to our indebtedness that may limit our business activities and investment opportunities;
•our ability to successfully implement our new enterprise resource planning system;
•our ability to grow our business and effectively manage growth and international operations while maintaining effective internal controls;
•restrictions on visas for our employees traveling to North America and Europe;
•fluctuations in currency exchange rates between the currencies in which we transact business;
•our ability to retain senior management;
52
•the selling cycle for our client relationships;
•legislation in the United States or elsewhere that restricts or adversely affects demand for our services offshore;
•increasing competition in our industry;
•our ability to protect our intellectual property and the intellectual property of others;
•regulatory, legislative and judicial developments, including the withdrawal of governmental fiscal incentives;
•the international nature of our business;
•our ability to derive revenues from new service offerings; and
•unionization of any of our employees.
Although we believe the expectations reflected in the forward-looking statements are reasonable at the time they are made, we cannot guarantee future results, level of activity, performance or achievements. Achievement of future results is subject to risks, uncertainties, and potentially inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could differ materially from past results and those anticipated, estimated or projected. You should bear this in mind as you consider forward-looking statements. We undertake no obligation to update any of these forward-looking statements after the date of this filing to conform our prior statements to actual results or revised expectations. You are advised, however, to consult any further disclosures we make on related subjects in our Form 10-K, Form 10-Q and Form 8-K reports to the Securities and Exchange Commission (the “SEC”).
Macroeconomic environment
Our results of operations are affected by economic conditions, including macroeconomic conditions, the overall inflationary environment and levels of business confidence. In the third quarter of 2023, there was continued economic and geopolitical uncertainty in many markets around the world, including with respect to wage inflation, the possibility of slowing global economic growth and increased volatility in foreign currency exchange rates, which impacted and may continue to impact our business.
The ongoing conflict between Russia and Ukraine and actions taken by the United States and other countries in response, including the imposition of sanctions, as well as the rapidly developing conflict between Hamas and Israel, have contributed to and may continue to exacerbate supply chain disruption and inflation, regional instability and geopolitical tensions. While we do not have operations in Ukraine or Russia, it is difficult to anticipate the future impacts of the Ukraine-Russia conflict on our business or our clients’ businesses. We have limited operations and are closely monitoring the situation in Israel. To date, we do not believe that the conflicts between Russia and Ukraine and Hamas and Israel, or the economic or political impacts of these conflicts, have had a material impact on our business, financial position or operations, but we continue to closely monitor these conflicts.
For additional information about the risks we face in relation to macroeconomic uncertainty and geopolitical conflicts, including Russia's invasion of Ukraine, see Part I, Item 1A—“Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022.
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Overview
We are a global professional services firm that makes business transformation real. We drive digital-led innovation and run digitally-enabled intelligent operations for our clients, guided by our experience running thousands of processes for hundreds of Fortune Global 500 clients. We have over 127,000 employees serving clients in key industry verticals from more than 35 countries. Our registered office is located at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda.
In the quarter ended September 30, 2023, we recorded net revenues of $1,135.8 million, of which $499.7 million, or 44.0%, was from Data-Tech-AI services, with the remaining $636.1 million, or 56.0%%, from Digital Operations services.
Certain Acquisitions
On December 31, 2021, we acquired 100% of the outstanding equity/limited liability company interests in Hoodoo Digital, LLC, a Utah limited liability company, for total purchase consideration of $66.7 million. This amount represents cash consideration of $64.4 million, net of cash acquired of $2.3 million. This acquisition furthered our strategy to fuse experience and process innovation to help clients drive end-to-end digital transformation. Hoodoo’s expertise with Adobe Experience Manager and other Adobe applications complements our existing end-to-end client solution that seamlessly integrates digital content, e-commerce, data analytics, and marketing operations. Goodwill arising from the acquisition amounting to $46.0 million has been allocated among our three reporting units as follows: Financial Services in the amount of $4.3 million, Consumer and Healthcare in the amount of $7.3 million and High Tech and Manufacturing in the amount of $34.4 million, using a relative fair value allocation method. Goodwill arising from this acquisition is deductible for income tax purposes and represents primarily the acquired capabilities and other benefits expected to result from combining the acquired operations with our existing operations.
Critical Accounting Policies and Estimates
For a description of our critical accounting policies and estimates, see Note 2—“Summary of significant accounting policies” under Part I, Item 1—“Unaudited Consolidated Financial Statements” above, as well as Part II, Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” and Note 2—“Summary of significant accounting policies” under Part IV, Item 15—“Exhibits and Financial Statement Schedules” in our Annual Report on Form 10-K for the year ended December 31, 2022. There have been no material changes to our critical accounting policies and estimates during the nine months ended September 30, 2023 from those described in our Annual Report on Form 10-K for the year ended December 31, 2022.
Due to rounding, the numbers presented in the tables included in this “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations” may not add up precisely to the totals provided.
54
Results of Operations
The following table sets forth certain data from our consolidated statements of income for the three and nine months ended September 30, 2022 and 2023.
| Percentage Change Increase/(Decrease) | ||||||||||||||||||||||||||||||||||||||
| Three months ended September 30, | Nine months ended September 30, | Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | 2023 vs. 2022 | 2023 vs. 2022 | |||||||||||||||||||||||||||||||||
| (dollars in millions) | ||||||||||||||||||||||||||||||||||||||
| Data-Tech-AI | $ | 509.7 | $ | 499.7 | $ | 1,465.0 | 1,485.7 | (2.0) | % | 1.4 | % | |||||||||||||||||||||||||||
| Digital Operations | 601.3 | 636.1 | 1,803.6 | 1,845.0 | 5.8 | % | 2.3 | % | ||||||||||||||||||||||||||||||
Net revenues | $ | 1,111.0 | $ | 1,135.8 | $3,268.6 | $3,330.6 | 2.2 | % | 1.9 | % | ||||||||||||||||||||||||||||
| Cost of revenue | 717.2 | 733.0 | 2,117.4 | 2,167.5 | 2.2 | % | 2.4 | % | ||||||||||||||||||||||||||||||
| Gross profit | 393.8 | 402.8 | 1,151.2 | 1,163.1 | 2.3 | % | 1.0 | % | ||||||||||||||||||||||||||||||
| Gross profit margin | 35.4 | % | 35.5 | % | 35.2 | % | 34.9 | % | ||||||||||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||||||||||||||
Selling, general and administrative expenses | 231.4 | 229.7 | 701.8 | 675.6 | (0.7) | % | (3.7) | % | ||||||||||||||||||||||||||||||
Amortization of acquired intangible assets | 10.6 | 7.5 | 32.8 | 24.0 | (29.3) | % | (26.8) | % | ||||||||||||||||||||||||||||||
Other operating (income) expense, net | 20.9 | (0.1) | 42.2 | (4.7) | (100.4) | % | (111.1) | % | ||||||||||||||||||||||||||||||
| Income from operations | 130.8 | 165.7 | 374.4 | 468.1 | 26.6 | % | 25.0 | % | ||||||||||||||||||||||||||||||
| Income from operations as a percentage of net revenues | 11.8 | % | 14.6 | % | 11.5 | % | 14.1 | % | ||||||||||||||||||||||||||||||
| Foreign exchange gains (losses), net | 3.9 | 3.0 | 9.3 | 3.7 | (23.1) | % | (60.3) | % | ||||||||||||||||||||||||||||||
| Interest income (expense), net | (13.4) | (13.3) | (36.7) | (35.0) | (1.1) | % | (4.6) | % | ||||||||||||||||||||||||||||||
| Other income (expense), net | (0.2) | (0.5) | (4.9) | 6.9 | 116.2 | % | (241.7) | % | ||||||||||||||||||||||||||||||
| Income before income tax expense | 121.1 | 154.9 | 342.1 | 443.8 | 27.9 | % | 29.7 | % | ||||||||||||||||||||||||||||||
| Income tax expense | 25.2 | 37.3 | 78.4 | 103.8 | 47.9 | % | 32.4 | % | ||||||||||||||||||||||||||||||
| Net income | $ | 95.8 | $ | 117.6 | $ | 263.7 | $ | 339.9 | 22.7 | % | 28.9 | % | ||||||||||||||||||||||||||
| Net income as a percentage of net revenues | 8.6 | % | 10.4 | % | 8.1 | % | 10.2 | % | ||||||||||||||||||||||||||||||
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Three Months Ended September 30, 2023 Compared to the Three Months Ended September 30, 2022
Net revenues. Our net revenues were $1,135.8 million in the third quarter of 2023, up $24.8 million, or 2.2%, from $1,111.0 million in the third quarter of 2022.
Adjusted for foreign exchange, primarily the impact of changes in the values of the Japanese yen, Australian dollar, South African rand, Chinese yuan, euro, Indian rupee and U.K. pound sterling against the U.S. dollar, our net revenues grew 2.2% in the third quarter of 2023 compared to the third quarter of 2022 on a constant currency1 basis. We provide information about our revenue growth on a constant currency1 basis so that our revenue may be viewed without the impact of foreign currency exchange rate fluctuations, thereby facilitating period-to-period comparisons of our business performance. Total net revenues on a constant currency1 basis are calculated by restating current-period activity using the prior fiscal period’s foreign currency exchange rates and adjusted for hedging gains/losses.
Our average headcount increased by 8.2% to approximately 126,000 in the third quarter of 2023 from approximately 116,400 in the third quarter of 2022.
Three months ended September 30, | Percentage Change Increase/(Decrease) | |||||||||||||||||||
| 2022 | 2023 | 2023 vs. 2022 | ||||||||||||||||||
| (dollars in millions) | ||||||||||||||||||||
| Data-Tech-AI | $ | 509.7 | $ | 499.7 | (2.0) | % | ||||||||||||||
| Digital Operations | 601.3 | 636.1 | 5.8 | % | ||||||||||||||||
| Net revenues | $ | 1,111.0 | $ | 1,135.8 | 2.2 | % | ||||||||||||||
Net revenues from Data-Tech-AI services in the third quarter of 2023 were $499.7 million, down $10.0 million, or 2.0%, from $509.7 million in the third quarter of 2022. This decline was largely due to incremental pressure related to client short-cycle discretionary tech spending that escalated in our Financial Services and Consumer and Healthcare segments in the third quarter of 2023 compared to the third quarter of 2022.
Net revenues from Digital Operations services in the third quarter of 2023 were $636.1 million, up $34.8 million, or 5.8%, from $601.3 million in the third quarter of 2022, primarily due to continued ramp-ups related to recent large wins.
Revenues by segment were as follows:
Three months ended September 30, | Percentage Change Increase/(Decrease) | |||||||||||||||||||
| 2022 | 2023 | 2023 vs. 2022 | ||||||||||||||||||
| (dollars in millions) | ||||||||||||||||||||
| Financial Services | $ | 295.6 | $ | 313.5 | 6.1 | % | ||||||||||||||
| Consumer and Healthcare | 401.7 | 393.9 | (1.9) | % | ||||||||||||||||
| High Tech and Manufacturing | 413.7 | 428.4 | 3.6 | % | ||||||||||||||||
| Net revenue | 1,111.0 | 1,135.8 | 2.2 | % | ||||||||||||||||
| Business held for sale | (3.9) | — | NM* | |||||||||||||||||
| Net revenues (excluding business held for sale) | $ | 1,107.1 | $ | 1,135.8 | 2.6 | % | ||||||||||||||
*Not Meaningful
1 Revenue growth on a constant currency basis is a non-GAAP measure and is calculated by restating current-period activity using the prior fiscal period’s foreign currency exchange rates adjusted for hedging gains/losses in such period.
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Net revenues from our Financial Services segment increased by 6.1% in the third quarter of 2023 compared to the third quarter of 2022, largely due to large deal ramp-ups, partially offset by a reduction in discretionary spending on technology services by existing clients in the third quarter of 2023 compared to the third quarter of 2022. Net revenues from our Consumer and Healthcare segment decreased by 1.9% in the third quarter of 2023 compared to the third quarter of 2022, largely driven by reduced client spending on short-cycle, digital marketing projects and discretionary technology services in the third quarter of 2023 compared to the third quarter of 2022 as well as the impact of the recent divestiture of the business we had previously classified as held for sale. Net revenues from our High Tech and Manufacturing segment increased by 3.6% in the third quarter of 2023 compared to the third quarter of 2022, largely driven by ramp-ups of recently signed client deals, partially offset by the impact of a reduction in deal scope for a large client in early 2023. Net revenues from "Business held for sale" in the table above represents revenues from the business we had previously classified as held for sale with effect from April 1, 2022 as part of a series of strategic actions we took in 2022 to focus our business on the areas where we see the greatest opportunities for growth and to deprioritize assets that no longer fit with our long-term strategy. The sale of the business we had previously classified as held for sale was completed in the first quarter of 2023. For additional information, see Note 8 “Assets and liabilities held for sale” under Part I, Item 1—“Unaudited Consolidated Financial Statements” above.
With effect from January 1, 2023, we have modified the items that are allocated to our reportable segments for the purpose of evaluating segment performance, and we now allocate by segment certain foreign exchange gains/(losses) (to the extent included in income from operations) and unallocated resource costs. Segment results after such allocation are reviewed by the Chief Operating Decision Maker ("CODM") to evaluate segment performance. Prior to January 1, 2023, the CODM evaluated the performance of reportable segment revenue after excluding these items, which were previously included under "Others." Accordingly, we have recast the segment revenue of our reportable segments for the three months ended September 30, 2022 to present comparable segment information. For additional information, see Note 19—“Segment reporting” under Part I, Item 1—“Unaudited Consolidated Financial Statements” above.
Cost of revenue. Cost of revenue was $733.0 million in the third quarter of 2023, up $15.8 million, or 2.2%, from $717.2 million in the third quarter of 2022. The increase in cost of revenue in the third quarter of 2023 compared to the third quarter of 2022 was primarily due to (i) an increase in our operational headcount to support revenue growth and (ii) wage inflation. This increase was largely offset by (i) lower consulting expenses, (ii) lower depreciation and amortization expense and (iii) improved operating leverage in the third quarter of 2023 compared to the third quarter of 2022.
Gross margin. Our gross margin increased from 35.4% in the third quarter of 2022 to 35.5% in the third quarter of 2023. The increase in gross margin was primarily due to the favorable impact of foreign exchange and better utilization of our resources in the third quarter of 2023 compared to the third quarter of 2022. This increase was partially offset by wage inflation in the third quarter of 2023 compared to the third quarter of 2022.
Selling, general and administrative (SG&A) expenses. SG&A expenses as a percentage of total net revenues decreased from 20.8% in the third quarter of 2022 to 20.2% in the third quarter of 2023. SG&A expenses were $229.7 million in the third quarter of 2023, down $1.7 million, or (0.7)%, from $231.4 million in the third quarter of 2022. The decrease in SG&A expenses was primarily due to lower consulting charges and more controlled spending on support functions in the third quarter of 2023 compared to the third quarter of 2022 as well as the impact of a reversal of allowances for credit losses in the third quarter of 2023. This decrease was partially offset by an increase in our sales and marketing spend and travel related expenses in the third quarter of 2023 compared to the third quarter of 2022.
Amortization of acquired intangibles. Amortization of acquired intangibles was $7.5 million in the third quarter of 2023, down $3.1 million, or 29.3%, from $10.6 million in the third quarter of 2022. This decrease was primarily due to the completion of useful lives of intangibles acquired in prior periods.
Other operating (income) expense, net. Other operating income (net of expense) was $0.1 million in the third quarter of 2023, compared to other operating expense (net of income) of $20.9 million in the third quarter of 2022. The $21.0 million change in other operating income/expense was primarily due to an impairment charge of $21.4 million in the third quarter of 2022 related to assets classified as held for sale, while no corresponding charge was recorded in the third quarter of 2023. For additional information, see Note 8—“Assets and liabilities held for sale” under Part I, Item 1 —“Unaudited Consolidated Financial Statements” above.
Income from operations. As a result of the foregoing factors, income from operations as a percentage of total net revenues increased from 11.8% in the third quarter of 2022 to 14.6% in the third quarter of 2023. Income from operations increased by $34.9 million from $130.8 million in the third quarter of 2022 to $165.7 million in the third quarter of 2023, primarily due to a higher gross margin in the third quarter of 2023 compared to the third quarter of 2022 and an impairment charge on assets classified as held for sale in the third quarter of 2022 with no corresponding charge recorded in the third quarter of 2023.
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Foreign exchange gains (losses), net. We recorded a net foreign exchange gain of $3.0 million in the third quarter of 2023 compared to a net foreign exchange gain of $3.9 million in the third quarter of 2022. The gain in the third quarter of 2023 and the third quarter of 2022 resulted primarily from the depreciation of the Indian rupee against the U.S. dollar.
Interest income (expense), net. Our interest expense (net of interest income) was $13.3 million in the third quarter of 2023, down $0.1 million from $13.4 million in the third quarter of 2022, primarily due to a $3.1 million increase in interest income, largely offset by a $3.0 million increase in interest expense. Our interest income increased from $1.4 million in the third quarter of 2022 to $4.6 million in the third quarter of 2023, primarily due to higher interest rates on larger deposits in the third quarter of 2023 compared to the third quarter of 2022. The increase in interest expense was largely due to (i) a higher average benchmark-based rate on our revolving credit facility and term loan, partially offset by lower drawdown of our revolving credit facility, and higher gains on interest rate swaps entered into to hedge interest rate exposure on our term loan in the third quarter of 2023 compared to the third quarter of 2022, which we discuss in the section titled “Liquidity and Capital Resources—Financial Condition” below, and (ii) higher interest expense related to receivables sold under our revolving accounts receivable-based facilities in the third quarter of 2023. The weighted average rate of interest on our debt, including the net impact of interest rate swaps, increased from 3.0% in the third quarter of 2022 to 4.1% in the third quarter of 2023.
Other income (expense), net. Our other expense (net of income) was $0.5 million in the third quarter of 2023 compared to other expense (net of income) of $0.2 million in the third quarter of 2022. This change was primarily due to a decrease in losses on changes in the fair value of assets in our deferred compensation plan in the third quarter of 2023 compared to the third quarter of 2022.
Income tax expense. Our income tax expense was $37.3 million in the third quarter of 2023, up from $25.2 million in the third quarter of 2022, representing an effective tax rate (“ETR”) of 24.1% in the third quarter of 2023, up from 20.8% in the third quarter of 2022. The increase in our ETR in the third quarter of 2023 compared to the third quarter of 2022 was primarily due to higher tax expense resulting from changes in the jurisdictional mix of our income and increases in income tax rates in certain jurisdictions.
Net income. As a result of the foregoing factors, net income as a percentage of total net revenues was 10.4% in the third quarter of 2023, up from 8.6% in the third quarter of 2022. Net income increased from $95.8 million in the third quarter of 2022 to $117.6 million in the third quarter of 2023, primarily due to higher income from operations, partially offset by higher income tax expense in the third quarter of 2023 compared to the third quarter of 2022.
Adjusted income from operations. Adjusted income from operations (“AOI”) increased by $6.2 million from $188.8 million in the third quarter of 2022 to $195.0 million in the third quarter of 2023. Our AOI margin increased from 17.1% in the third quarter of 2022 to 17.2% in the third quarter of 2023, largely due to improved operational efficiencies in the third quarter of 2023 compared to the third quarter of 2022.
AOI is a non-GAAP measure and is not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and may be different from non-GAAP financial measures used by other companies. We believe that presenting AOI together with our reported results can provide useful supplemental information to our investors and management regarding financial and business trends relating to our financial condition and results of operations. A limitation of using AOI versus net income calculated in accordance with GAAP is that AOI excludes certain recurring costs and certain other charges, namely stock-based compensation and amortization of acquired intangibles. We compensate for this limitation by providing specific information on the GAAP amounts excluded from AOI.
We calculate AOI as net income, excluding (i) stock-based compensation, (ii) amortization and impairment of acquired intangible assets, (iii) acquisition-related expenses excluded in the period in which an acquisition is consummated, (iv) foreign exchange (gains)/losses, (v) any loss or gain from businesses held for sale, including impairment charges, (vi) restructuring (income) expense, (vii) interest (income) expense, and (viii) income tax expense, as we believe that our results after taking into account these adjustments more accurately reflect our ongoing operations. For additional information, see Note 19—“Segment reporting” under Part I, Item 1—“Unaudited Consolidated Financial Statements” above.
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During the second quarter of 2022, management approved a plan to divest a business that was a part of our Consumer and Healthcare segment, which divestiture was completed in the first quarter of 2023. As a result, we classified the assets and liabilities of this business as held for sale and recorded net revenues and a loss of $3.9 million and $7.1 million, respectively, for the third quarter of 2022. We also recorded an impairment charge of $21.4 million in the third quarter of 2022 on assets classified as held for sale. The loss and impairment charge were excluded from AOI in the third quarter of 2022. The sale of the business we had previously classified as held for sale was completed in the first quarter of 2023. Accordingly, there was no revenue or operating loss from the business we had previously classified as held for sale in the third quarter of 2023. For additional information, see Note 8— "Assets and liabilities held for sale" and Note 19—“Segment reporting” under Part I, Item 1—“Unaudited Consolidated Financial Statements” above.
The following table shows the reconciliation of AOI to net income, the most directly comparable GAAP measure, for the three months ended September 30, 2022 and 2023:
Three months ended September 30, | ||||||||||||||
| 2022 | 2023 | |||||||||||||
| (dollars in millions) | ||||||||||||||
| Net income | $ | 95.8 | $ | 117.6 | ||||||||||
| Foreign exchange (gains) losses, net | (3.9) | (3.0) | ||||||||||||
| Interest (income) expense, net | 13.4 | 13.3 | ||||||||||||
| Income tax expense | 25.2 | 37.3 | ||||||||||||
| Stock-based compensation | 19.2 | 22.3 | ||||||||||||
| Amortization and impairment of acquired intangible assets | 10.5 | 7.5 | ||||||||||||
Impairment charge on assets classified as held for sale | 21.4 | — | ||||||||||||
| Operating loss from the business classified as held for sale | 7.1 | — | ||||||||||||
| Adjusted income from operations | $ | 188.8 | $ | 195.0 | ||||||||||
The following table sets forth our AOI by segment for the three months ended September 30, 2022 and 2023:
Three months ended September 30, | Percentage Change Increase/(Decrease) | |||||||||||||||||||
| 2022 | 2023 | 2023 vs. 2022 | ||||||||||||||||||
| (dollars in millions) | ||||||||||||||||||||
| Financial Services | $ | 45.4 | $ | 53.0 | 16.6 | % | ||||||||||||||
| Consumer and Healthcare | 55.6 | 62.3 | 12.1 | % | ||||||||||||||||
| High Tech and Manufacturing | 75.8 | 83.1 | 9.7 | % | ||||||||||||||||
| Total reportable segment | 176.8 | 198.4 | 12.2 | % | ||||||||||||||||
| Others | 5.0 | (3.4) | NM* | |||||||||||||||||
| Total | 181.8 | 195.0 | 7.3 | % | ||||||||||||||||
| Operating loss from the business classified as held for sale | 7.1 | — | NM* | |||||||||||||||||
| Adjusted income from operations | 188.8 | 195.0 | 3.3 | % | ||||||||||||||||
*Not Meaningful
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AOI of our Financial Services segment increased to $53.0 million in the third quarter of 2023 from $45.4 million in the third quarter of 2022, primarily due to higher revenues, improved efficiency and the net favorable impact of allocating foreign exchange gains/(losses) and resource costs in the three months ended September 30, 2023 compared to the three months ended September 30, 2022, partially offset by the impact of wage inflation. AOI of our Consumer and Healthcare segment increased to $62.3 million in the third quarter of 2023 from $55.6 million in the third quarter of 2022, largely due to improved efficiencies, the net favorable impact of allocating foreign exchange gains/(losses) and resource costs, and the absence of any loss in the three months ended September 30, 2023 from the business we had previously classified as held for sale, partially offset by lower revenues, the impact of wage inflation and increased investments made in additional resources for new deals in the third quarter of 2023. AOI of our High Tech and Manufacturing segment increased to $83.1 million in the third quarter of 2023 from $75.8 million in the third quarter of 2022, primarily driven by higher revenue, improved efficiency and the net favorable impact of allocating foreign exchange gains/(losses) and resource costs, partially offset by the impact of wage inflation. With effect from January 1, 2023, we modified the items that are allocated to our reportable segments for the purpose of evaluating segment performance, and we now allocate by segment certain foreign exchange gains/(losses) (to the extent included in income from operations) and unallocated resource costs. Segment results after such allocation are reviewed by the CODM to evaluate segment performance.
Prior to January 1, 2023, the CODM evaluated the performance of reportable segment adjusted income from operations after excluding these items, which were previously included under "Others." Accordingly, we have recast the segment adjusted income from operations of our reportable segments for the three months ended September 30, 2022 to present comparable segment information. AOI for “Others” in the table above primarily represents the impact of certain under or over-absorption of overhead, and allowance for credit losses, which are not allocated to our segments for management’s internal reporting purposes. See Note 19—“Segment reporting” and Note 8—"Assets and liabilities held for sale" under Part I, Item 1— “Unaudited Consolidated Financial Statements” above.
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Nine months ended September 30, 2023 Compared to the Nine months ended September 30, 2022
Net revenues. Our net revenues were $3,330.6 million in the nine months ended September 30, 2023, up $62.0 million, or 1.9%, from $3,268.6 million in the nine months ended September 30, 2022.
Adjusted for foreign exchange, primarily the impact of changes in the values of the Japanese yen, Australian dollar, South African rand, euro, Indian rupee and U.K. pound sterling against the U.S. dollar, our net revenues grew 2.9% in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 on a constant currency2 basis. Revenue growth on a constant currency basis is a non-GAAP measure. We provide information about our revenue growth on a constant currency2 basis so that our revenue may be viewed without the impact of foreign currency exchange rate fluctuations, thereby facilitating period-to-period comparisons of our business performance. Total net revenues on a constant currency2 basis are calculated by restating current-period activity using the prior fiscal period’s foreign currency exchange rates and adjusted for hedging gains/losses.
Our average headcount increased by 5.9% to approximately 121,600 in the nine months ended September 30, 2023 from approximately 114,800 in the nine months ended September 30, 2022.
Nine months ended September 30, | Percentage Change Increase/(Decrease) | |||||||||||||||||||
| 2022 | 2023 | 2023 vs. 2022 | ||||||||||||||||||
| (dollars in millions) | ||||||||||||||||||||
| Data-Tech-AI | $ | 1,465.0 | 1,485.7 | 1.4 | % | |||||||||||||||
| Digital Operations | 1,803.6 | 1,845.0 | 2.3 | % | ||||||||||||||||
| Total net revenues | $ | 3,268.6 | $ | 3,330.6 | 1.9 | % | ||||||||||||||
Net revenues from Data-Tech-AI services in the nine months ended September 30, 2023 were $1,485.7 million, up $20.7 million, or 1.4%, from $1,465.0 million in the nine months ended September 30, 2022. This increase was largely driven by growth in our supply chain management services as well as an increase in revenue from automating core client finance and accounting processes, partially offset by a decline in spending on short-cycle discretionary technology services, particularly by clients in our Financial Services and Consumer and Healthcare segments, in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022.
Net revenues from Digital Operations services in the nine months ended September 30, 2023 were $1,845.0 million, up $41.4 million, or 2.3%, from $1,803.6 million in the nine months ended September 30, 2022, primarily due to continued ramp-ups from existing client relationships as well as recently signed client deals.
2 Revenue growth on a constant currency basis is a non-GAAP measure and is calculated by restating current-period activity using the prior fiscal period’s foreign currency exchange rates adjusted for hedging gains/losses in such period.
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Revenues by segment were as follows:
Nine months ended September 30, | Percentage Change Increase/(Decrease) | |||||||||||||||||||
| 2022 | 2023 | 2023 vs. 2022 | ||||||||||||||||||
| (dollars in millions) | ||||||||||||||||||||
| Financial Services | 858.6 | 913.4 | 6.4 | % | ||||||||||||||||
| Consumer and Healthcare | 1,204.1 | 1,174.4 | (2.5) | % | ||||||||||||||||
| High Tech and Manufacturing | 1,205.9 | 1,242.8 | 3.1 | % | ||||||||||||||||
| Net revenues | 3,268.6 | 3,330.6 | 1.9 | % | ||||||||||||||||
| Business held for sale | (8.8) | (0.5) | (94.5) | % | ||||||||||||||||
| Net revenues (excluding business held for sale) | $ | 3,259.8 | $ | 3,330.1 | 2.2 | % | ||||||||||||||
Net revenues from our Financial Services segment increased by 6.4% in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, largely due to continued demand for our underwriting and risk management services, which leverage data and analytics, as well as our digital solutions involving automation of back-office processes, partially offset by a decline in client spending on short-cycle, discretionary technology projects. Net revenues from our Consumer and Healthcare segment decreased by 2.5% in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, largely driven by lengthening large deal cycles during the nine months ended September 30, 2023, lower Data-Tech-AI services revenue and the impact of the recent divestiture of the business that we had previously classified as held for sale. Net revenues from our High Tech and Manufacturing segment increased by 3.1% in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, largely driven by recently signed large deals, continued ramp-ups of existing client relationships and client demand for our sales and commercial and supply chain management engagements, partially offset by a change in the deal scope for a large client in the High Tech vertical in early 2023. Net revenues from "Business held for sale" in the table above represent revenues from a business we had previously classified as held for sale with effect from April 1, 2022 as part of a series of actions we took in 2022 to focus our business on emerging solutions where we see the greatest opportunities for growth and to deprioritize assets that no longer fit with our long-term strategy. The sale of the business we had previously classified as held for sale was completed in the first quarter of 2023. For additional information, see Note 8—“Assets and liabilities held for sale” and Note 19—“Segment reporting” under Part I, Item 1—“Unaudited Consolidated Financial Statements” above.
With effect from January 1, 2023, we have modified the items that are allocated to the Company's reportable segments for the purpose of evaluating segment performance, and we now allocate by segment certain foreign exchange gains/(losses) (to the extent included in income from operations) and unallocated resource costs. Segment results after such allocation are reviewed by the Chief Operating Decision Maker ("CODM") to evaluate segment performance. Prior to January 1, 2023, the CODM evaluated the performance of reportable segment revenue after excluding these items, which were previously included under "Others." Accordingly, we have recast the segment revenue of our reportable segments for the nine months ended September 30, 2022 to present comparable segment information. For additional information, see Note 19—“Segment reporting” under Part I, Item 1—“Unaudited Consolidated Financial Statements” above.
Cost of revenue. Cost of revenue was $2,167.5 million in the nine months ended September 30, 2023, up $50.1 million, or 2.4%, from $2,117.4 million in the nine months ended September 30, 2022. The increase in our cost of revenue in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 was primarily due to (i) an increase in our operational headcount to support revenue growth, (ii) wage inflation, and (iii) higher travel related expenses in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. This increase was partially offset by a decrease in depreciation and amortization in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022.
Gross margin. Our gross margin decreased from 35.2% in the nine months ended September 30, 2022 to 34.9% in the nine months ended September 30, 2023. The decrease in gross margin was primarily due to higher wage inflation, an increase in our headcount and higher travel related expenses in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022.
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This increase in costs was partially offset by lower depreciation and amortization expense, the favorable impact of foreign currency exchange rates and improved operating leverage in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, as well as a higher loss recorded in the nine months ended September 30, 2022 compared to the nine months ended September 30, 2023 on the business we had previously classified as held for sale.
Selling, general and administrative (SG&A) expenses. SG&A expenses as a percentage of total net revenues decreased from 21.5% in the nine months ended September 30, 2022 to 20.3% in the nine months ended September 30, 2023. SG&A expenses were $675.6 million in the nine months ended September 30, 2023, down $26.2 million from $701.8 million in the nine months ended September 30, 2022. The decrease in SG&A expenses was primarily due to controlled spending on support functions, the impact of the divestiture of the business we had previously classified as held for sale and an employee severance charge as part of our restructuring in the nine months ended September 30, 2022, with no corresponding charge recorded in the nine months ended September 30, 2023. This decrease was partially offset by an increase in travel related expenses in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022.
Amortization of acquired intangibles. Amortization of acquired intangibles was $24.0 million in the nine months ended September 30, 2023, down $8.8 million, or 26.8%, from the nine months ended September 30, 2022. This decrease was primarily due to the completion of useful lives of intangibles acquired in prior periods.
Other operating (income) expense, net. Other operating income (net of expense) was $4.7 million in the nine months ended September 30, 2023 compared to other operating expense (net of income) of $42.2 million in the nine months ended September 30, 2022. The other operating expense (net of income) of $42.2 million in the nine months ended September 30, 2022 was primarily due to an impairment charge of $21.4 million in the nine months ended September 30, 2022 related to assets classified as held for sale (with no corresponding charge recorded in the nine months ended September 30, 2023), a charge of $20.3 million related to the abandonment of various office premises and an impairment charge of $1.4 million related to tangible assets, both of which were taken as part of a restructuring charge in the nine months ended September 30, 2022 with no corresponding charges recorded in the nine months ended September 30, 2023. Other operating income (net of expense) of $4.7 million in the nine months ended September 30, 2023 was primarily due to a gain on the termination of an abandoned lease in the nine months ended September 30, 2023 with no corresponding gain recorded in the nine months ended September 30, 2022. For additional information, see Note 8—" Assets and liabilities held for sale" and Note 25—“Restructuring” under Part I, Item 1—“Unaudited Consolidated Financial Statements” above.
Income from operations. As a result of the foregoing factors, income from operations as a percentage of total net revenues increased from 11.5% in the nine months ended September 30, 2022 to 14.1% in the nine months ended September 30, 2023. Income from operations increased by $93.7 million from $374.4 million in the nine months ended September 30, 2022 to $468.1 million in the nine months ended September 30, 2023, primarily due to an impairment charge on assets classified as held for sale and the restructuring discussed above. For additional information, see Note 8—" Assets and liabilities held for sale" and Note 25—“Restructuring” under Part I, Item 1—“Unaudited Consolidated Financial Statements” above.
Foreign exchange gains (losses), net. We recorded a net foreign exchange gain of $3.7 million in the nine months ended September 30, 2023 compared to a net foreign exchange gain of $9.3 million in the nine months ended September 30, 2022. The gain in both periods resulted primarily from the depreciation of the Indian rupee against the U.S. dollar.
Interest income (expense), net. Our interest expense (net of interest income) was $35.0 million in the nine months ended September 30, 2023, down $1.7 million from $36.7 million in the nine months ended September 30, 2022, primarily due to a $9.0 million increase in interest income, partially offset by a $7.3 million increase in interest expense. Our interest income increased from $4.0 million in the nine months ended September 30, 2022 to $13.0 million in the nine months ended September 30, 2023 due to higher interest rates on larger deposits in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. The increase in interest expense was largely due to (i) a higher average benchmark-based rate on our revolving credit facility and term loan, partially offset by lower drawdown of our revolving credit facility and higher gains on interest rate swaps taken to hedge interest rate exposure under our term loan in the nine months ended September 30,2023 compared to the nine months ended September 30, 2022, which we discuss in the section titled “Liquidity and Capital Resources—Financial Condition” below, and (ii) higher interest expense related to receivables sold under our revolving accounts receivable-based facilities in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022.
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This increase in interest expense was partially offset by lower interest on notes outstanding in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 due to the repayment in April 2022 of our $350 million aggregate principal amount of 3.70% senior notes issued in March 2017. The weighted average rate of interest on our debt, including the net impact of interest rate swaps, increased from 2.9% in the nine month ended September 30, 2022 to 3.5% in the nine months ended September 30, 2023.
Other income (expense), net. Our other income (net of expense) was $6.9 million in the nine months ended September 30, 2023 compared to other expense (net of income) of $4.9 million in the nine months ended September 30, 2022. This change was largely attributable to losses on changes in the fair value of assets in our deferred compensation plan in the nine months ended September 30, 2022 compared to gains on changes in the fair value of assets in our deferred compensation plan in the nine months ended September 30, 2023.
Income tax expense. Our income tax expense was $103.8 million in the nine months ended September 30, 2023, up from $78.4 million in the nine months ended September 30, 2022, representing an ETR of 23.4% in the nine months ended September 30, 2023, up from 22.9% in the nine months ended September 30, 2022. The increase in our ETR was primarily due to higher tax expense from changes in the jurisdictional mix of our income and increases in income tax rates in certain jurisdictions, partially offset by higher discrete benefits recorded in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022.
Net income. As a result of the foregoing factors, net income as a percentage of total net revenues was 10.2% in the nine months ended September 30, 2023, up from 8.1% in the nine months ended September 30, 2022. Net income increased by $76.2 million from $263.7 million in the nine months ended September 30, 2022 to $339.9 million in the nine months ended September 30, 2023, primarily due to lower SG&A expenses and the absence of any restructuring charge or impairment charge on assets held for sale in the nine months ended September 30, 2023 as discussed above. For additional information, see Note 25—“Restructuring” under Part I, Item 1—“Unaudited Consolidated Financial Statements” above.
Adjusted income from operations. Adjusted income from operations (“AOI”) increased by $28.3 million from $531.6 million in the nine months ended September 30, 2022 to $559.9 million in the nine months ended September 30, 2023. Our AOI margin increased to 16.8% in the nine months ended September 30, 2023 from 16.3% in the nine months ended September 30, 2022, largely due to general operating leverage and controlled spending on support functions. AOI and the associated AOI margin for the nine months ended September 30, 2022 included a loss recorded in the first quarter of 2022 on the business we had classified as held for sale during the nine months ended September 30, 2022, while such loss was excluded from our AOI margin in the nine months ended September 30, 2023. In calculating our AOI margin for the nine months ended September 30, 2022, we adjusted total net revenues to exclude revenues from the business we had previously classified as held for sale.
AOI is a non-GAAP measure and is not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and may be different from non-GAAP financial measures used by other companies. We believe that presenting AOI together with our reported results can provide useful supplemental information to our investors and management regarding financial and business trends relating to our financial condition and results of operations. A limitation of using AOI versus net income calculated in accordance with GAAP is that AOI excludes certain recurring costs and certain other charges, namely stock-based compensation and amortization of acquired intangibles. We compensate for this limitation by providing specific information on the GAAP amounts excluded from AOI.
We calculate AOI as net income, excluding (i) stock-based compensation, (ii) amortization and impairment of acquired intangible assets, (iii) acquisition-related expenses excluded in the period in which an acquisition is consummated, (iv) foreign exchange (gain)/loss, (v) restructuring (income) expense, (vi) any business held for sale, (vii) interest (income) expense, and (viii) income tax expense, as we believe that our results after taking into account these adjustments more accurately reflect our ongoing operations. For additional information, see Note 19—“Segment reporting” under Part I, Item 1—“Unaudited Consolidated Financial Statements” above.
During the nine months ended September 30, 2022, we carried out certain restructuring activities in line with our long-term strategy to implement a flexible, hybrid global delivery model that incorporates a mix of offshore, onshore, near-shore, and remote working. As a result, we determined that certain leases and employee roles were unnecessary. Accordingly, we took a restructuring charge of $38.8 million in the second quarter of 2022, which was excluded from AOI in the nine months ended September 30, 2022.
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No corresponding charge was recorded in the nine months ended September 30, 2023. For additional information, see Note 25—“Restructuring” under Part I, Item 1—“Unaudited Consolidated Financial Statements” above.
During the nine months ended September 30, 2022, management approved a plan to divest a business within our Consumer and Healthcare segment. We classified the assets and liabilities of this business as held for sale and recorded net revenues of $8.8 million and $0.5 million in the nine months ended September 30, 2022 and 2023, respectively, and losses of $14.3 million and $1.2 million in the nine months ended September 30, 2022 and 2023, respectively. We also recorded an impairment charge of $21.4 million on assets classified as held for sale for the nine months ended September 30, 2022. The sale of this business was completed in the first quarter of 2023. The related loss and impairment charge were excluded from AOI. For additional information, see Note 19—“Segment reporting” under Part I, Item 1—“Unaudited Consolidated Financial Statements” above.
The following table shows the reconciliation of AOI to net income, the most directly comparable GAAP measure, for the nine months ended September 30, 2022 and 2023:
Nine months ended September 30, | ||||||||||||||
| 2022 | 2023 | |||||||||||||
| (dollars in millions) | ||||||||||||||
| Net income | $ | 263.7 | $ | 339.9 | ||||||||||
| Foreign exchange (gains) losses, net | (9.3) | (3.7) | ||||||||||||
| Interest (income) expense, net | 36.7 | 35.0 | ||||||||||||
| Income tax expense | 78.4 | 103.8 | ||||||||||||
| Stock-based compensation | 54.9 | 63.9 | ||||||||||||
| Amortization and impairment of acquired intangible assets | 32.7 | 23.9 | ||||||||||||
| Restructuring (income) expense | 38.8 | (4.9) | ||||||||||||
| Operating loss from the business classified as held for sale | 14.3 | 1.2 | ||||||||||||
Impairment charge on assets classified as held for sale | 21.4 | 0.0 | ||||||||||||
| Loss on the sale of business classified as held for sale | 0.0 | 0.8 | ||||||||||||
| Adjusted income from operations | $ | 531.6 | $ | 559.9 | ||||||||||
The following table sets forth our AOI by segment for the nine months ended September 30, 2022 and 2023:
Nine months ended September 30, | Percentage Change Increase/(Decrease) | |||||||||||||||||||
| 2022 | 2023 | 2023 vs. 2022 | ||||||||||||||||||
| (dollars in millions) | ||||||||||||||||||||
| Financial Services | 112.2 | 145.3 | 29.5 | % | ||||||||||||||||
| Consumer and Healthcare | 171.2 | 177.6 | 3.7 | % | ||||||||||||||||
| High Tech and Manufacturing | 221.0 | 217.0 | (1.8) | % | ||||||||||||||||
| Total reportable segment | 504.4 | 539.9 | 7.0 | % | ||||||||||||||||
| Others | 12.9 | 18.9 | 45.7 | % | ||||||||||||||||
| Total | 517.3 | 558.7 | 8.0 | % | ||||||||||||||||
| Loss relating to business held for sale | 14.3 | 1.2 | (91.6) | % | ||||||||||||||||
| Adjusted income from operations | $ | 531.6 | $ | 559.9 | 5.3 | % | ||||||||||||||
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AOI of our Financial Services segment increased to $145.3 million in the nine months ended September 30, 2023 from $112.2 million in the nine months ended September 30, 2022, primarily due to higher revenues, improved efficiency and the net favorable impact of allocating foreign exchange gains/(losses) and resource costs in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, partially offset by the impact of wage inflation. Additionally, in the nine months ended September 30, 2022, we made certain investments in additional resources for new deals. AOI of our Consumer and Healthcare segment increased from $171.2 million in the nine months ended September 30, 2022 to $177.6 million in the nine months ended September 30, 2023, primarily due to improved efficiencies, the net favorable impact of allocating foreign exchange gains/(losses) and resource costs, and the absence of any loss in the nine months ended September 30, 2023 from the business we had previously classified as held for sale, partially offset by lower revenues and the impact of wage inflation in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. AOI of our High Tech and Manufacturing segment decreased from $221.0 million in the nine months ended September 30, 2022 to $217.0 million in the nine months ended September 30, 2023, primarily due to lower revenues from our Digital Operations services as well as the impact of wage inflation and investments made in certain client deals, partially offset by the net favorable impact of allocating foreign exchange gains/(losses) and resource costs. With effect from January 1, 2023, we modified the items that are allocated to the Company's reportable segments for the purpose of evaluating segment performance, and we now allocate by segment certain foreign exchange gains/(losses) (to the extent included in income from operations) and unallocated resource costs. Segment results after such allocation are reviewed by the CODM to evaluate segment performance.
Prior to January 1, 2023, the CODM evaluated the performance of reportable segment adjusted income from operations after excluding these items, which were previously included under "Others." Accordingly, we have recast the segment adjusted income from operations of our reportable segments for the nine months ended September 30, 2022 to present comparable segment information. AOI for “Others” in the table above primarily represents the adjustment of allowances for credit losses and over- or under-absorption of overheads, none of which is allocated to any individual segment for management's internal reporting purposes. AOI for "Business held for sale" in the table above primarily represents the loss attributable to a business previously classified as held for sale. See Note 8—"Assets and liabilities held for sale" and Note 19—“Segment reporting” under Part I, Item 1— “Unaudited Consolidated Financial Statements” above.
Liquidity and Capital Resources
Overview
Information about our financial position as of December 31, 2022 and September 30, 2023 is presented below:
As of December 31, 2022 | As of September 30, 2023 | Percentage Change Increase/(Decrease) | ||||||||||||||||||
| (dollars in millions) | 2023 vs. 2022 | |||||||||||||||||||
| Cash and cash equivalents | $ | 646.8 | $ | 541.0 | (16.4) | % | ||||||||||||||
| Short-term borrowings | 151.0 | 55.0 | (63.6) | % | ||||||||||||||||
| Long-term debt due within one year | 26.1 | 26.1 | — | % | ||||||||||||||||
| Long-term debt other than the current portion | 1,249.2 | 1,230.4 | (1.5) | % | ||||||||||||||||
| Genpact Limited total shareholders’ equity | $ | 1,826.2 | $ | 2,009.5 | 10.0 | % | ||||||||||||||
Financial Condition
We have historically financed our operations and our expansion, including acquisitions, with cash from operations and borrowing facilities.
On February 10, 2022, our board of directors approved a 16% increase in our quarterly cash dividend to $0.125 per share, up from $0.1075 per share in 2021, representing an annual dividend of $0.50 per common share, up from $0.43 per share in 2021, payable to holders of our common shares. On each of March 23, 2022, June 24, 2022 and September 23, 2022, we paid a dividend of $0.125 per share, amounting to $23.1, $22.9 million and $22.9 million in the aggregate, to shareholders of record as of March 10, 2022, June 10, 2022 and September 9, 2022, respectively.
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On February 9, 2023, our board of directors approved a 10% increase in our quarterly cash dividend to $0.1375 per share, up from $0.125 per share in 2022, representing a planned annual dividend of $0.55 per common share, up from $0.50 per common share in 2022, payable to holders of our common shares. On each of March 24, 2023, June 26, 2023 and September 26, 2023, we paid a dividend of $0.1375 per share, amounting to $25.3 million, $25.0 million and $24.9 million in the aggregate, to shareholders of record as of March 10, 2023, June 9, 2023 and September 8, 2023, respectively.
As of September 30, 2023, $536.4 million of our $541.0 million in cash and cash equivalents was held by our foreign (non-Bermuda) subsidiaries. $8.9 million of this cash was held by foreign subsidiaries for which we expect to incur and have accrued a deferred tax liability on the repatriation of $9.5 million of retained earnings. $527.5 million of the cash and cash equivalents is held by foreign subsidiaries in jurisdictions where no tax is expected to be imposed upon repatriation of retained earnings or is being indefinitely reinvested.
The total authorization under our existing share repurchase program is $2,250.0 million, of which $474.5 million remained available as of September 30, 2023. Since our share repurchase program was initially authorized in 2015, we have repurchased 55,992,366 of our common shares at an average price of $31.71 per share, for an aggregate purchase price of $1,775.5 million.
During the nine months ended September 30, 2023, we repurchased 3,828,084 of our common shares on the open market at a weighted average price of $39.31 per share for an aggregate cash amount of $150.5 million. During the nine months ended September 30, 2022, we repurchased 4,067,044 of our common shares on the open market at a weighted average price of $44.75 per share for an aggregate cash amount of $182.0 million. All repurchased shares have been retired.
For additional information, see Note 17—“Capital stock” under Part I, Item 1—“Unaudited Consolidated Financial Statements” above.
We expect that for the next twelve months and for the foreseeable future our cash from operations, cash reserves and debt capacity will be sufficient to finance our operations, our growth and expansion plans, dividend payments and additional share repurchases we may make under our share repurchase program. In addition, we may raise additional funds through public or private debt or equity financing. Our working capital needs are primarily to finance our payroll and other administrative and information technology expenses in advance of the receipt of accounts receivable. Our primary capital requirements include opening new delivery centers, expanding existing operations to support our growth, financing acquisitions and enhancing capabilities, including building certain digital solutions.
Cash flows from operating, investing and financing activities, as reflected in our consolidated statements of cash flows, are summarized in the following table:
Nine months ended September 30, | Percentage Change Increase/(Decrease) | |||||||||||||||||||
| 2022 | 2023 | 2023 vs. 2022 | ||||||||||||||||||
| (dollars in millions) | ||||||||||||||||||||
| Net cash provided by/(used for): | ||||||||||||||||||||
| Operating activities | $ | 214.0 | $ | 298.9 | 39.6 | % | ||||||||||||||
| Investing activities | (37.3) | (60.1) | 61.2 | % | ||||||||||||||||
| Financing activities | (471.2) | (338.3) | (28.2) | % | ||||||||||||||||
| Net decrease in cash and cash equivalents | $ | (294.4) | $ | (99.4) | (66.2) | % | ||||||||||||||
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Cash flows provided for operating activities. Net cash provided by operating activities was $298.9 million in the nine months ended September 30, 2023 compared to net cash provided by operating activities of $214.0 million in the nine months ended September 30, 2022. This increase in cash provided by operating activities is primarily due to (i) a $76.3 million increase in net income in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 and (ii) a $59.9 million decrease in operating assets and liabilities driven by lower investments in accounts receivable and higher refunds of GST payments in India, partially offset by higher tax payments (net of refunds) in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. This increase in cash provided by operating activities was partially offset by a $51.3 million reduction in non-cash expense, primarily due to an impairment charge on assets classified as held for sale and a write-down of operating lease right-of-use assets and other assets as part of our restructuring in the nine months ended September 30, 2022, with no corresponding charge recorded in the nine months ended September 30, 2023.
Cash flows used for investing activities. Our net cash used for investing activities was $60.1 million in the nine months ended September 30, 2023 compared to $37.3 million in the nine months ended September 30, 2022. Cash used for the divestiture of a business we had previously classified as held for sale was $19.5 million and cash used for business combinations was $0.7 million in the nine months ended September 30, 2023, compared to a refund of $1 million related to a business combination in the nine months ended September 30, 2022. Cash used for payments (net of sales proceeds) for the purchase of property, plant and equipment and acquired/internally generated intangible assets in the nine months ended September 30, 2023 was $39.9 million, $1.7 million higher than in the nine months ended September 30, 2022.
Cash flows used for financing activities. Our net cash used for financing activities was $338.3 million in the nine months ended September 30, 2023 compared to cash used for financing activities of $471.2 million in the nine months ended September 30, 2022. This change was primarily due to (i) lower repayments of borrowings (net of proceeds), amounting to $115.9 million in the nine months ended September 30, 2023 compared to $175.5 million in the nine months ended September 30, 2022, (ii) higher proceeds from the issuance of common shares under our stock-based compensation plans, amounting to $34.6 million in the nine months ended September 30, 2023 compared to $13.0 million in the nine months ended September 30, 2022, (iii) lower payments for stock purchased and retired (including payments of expenses and taxes related to stock repurchase activity), amounting to $150.5 million in the nine months ended September 30, 2023 compared to $182.1 million in the nine months ended September 30, 2022, and (iv) lower payments for the net settlement of stock-based awards, amounting to $19.7 million in the nine months ended September 30, 2023 compared to $44.9 million in the nine months ended September 30, 2022, partially offset by higher dividend payments of $75.2 million in the nine months ended September 30, 2023 compared to $68.9 million in the nine months ended September 30, 2022.
Financing Arrangements
In December 2022, we entered into an amended and restated credit agreement (the "2022 Credit Agreement") with Genpact USA, Inc. (“Genpact USA”), Genpact Global Holdings (Bermuda) Limited (“GGH”) and Genpact Luxembourg S.à r.l. (“Genpact Luxembourg”, and together with Genpact USA and GGH, the “Borrowers”), as borrowers, Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, swingline lender and issuing bank, and the lenders and other parties thereto, which consists of a $530.0 million term loan and a $650.0 million revolving credit facility. An additional third-party fee paid in connection with the 2022 Credit Agreement is being amortized over the term of the term loan and revolving credit facility, which expire on December 13, 2027. In connection with our entry into the 2022 Credit Agreement, we terminated our existing credit facility under our amended and restated credit agreement entered into in August 2018 (the “2018 Credit Agreement”) with the Borrowers, as borrowers, Wells Fargo, as administrative agent, and the lenders and other financial institutions party thereto, which was comprised of a $680.0 million term loan and a $500.0 million revolving credit facility. The 2022 Credit Agreement replaced the 2018 Credit Agreement.
The 2022 Credit Agreement is guaranteed by us and certain of our subsidiaries. The obligations under the 2022 Credit Agreement are unsecured.
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The outstanding balance of the term loan under the 2018 Credit Agreement as of the date of the 2022 Credit Agreement was $527.0 million. The term loan and the revolving credit facility under the 2022 Credit Agreement have a term of five years and expire on December 13, 2027. The 2022 Credit Agreement did not result in a substantial modification of $290.9 million of the outstanding term loan under the 2018 Credit Agreement. As a result of the 2022 Credit Agreement, we extinguished $236.1 million of funding arrangements for the outstanding term loan under the 2018 Credit Agreement and obtained funding from new lenders of $239.1 million, resulting in outstanding principal of $530.0 million of the term loan under the 2022 Credit Agreement. In connection with the 2022 Credit Agreement, we expensed $0.1 million, representing partial acceleration of the amortization of the existing unamortized debt issuance costs and an additional fee paid to our lenders related to the term loan under the 2022 Credit Agreement. The overall borrowing capacity under the revolving credit facility under the 2022 Credit Agreement is $650.0 million, an increase from $500.0 million under the 2018 Credit Agreement. In connection with the 2022 Credit Agreement, we expensed $0.1 million relating to existing unamortized debt issuance cost. The remaining unamortized costs and an additional third-party fee paid in connection with the 2022 Credit Agreement will be amortized over the term of the facility, which will expire on December 13, 2027.
Borrowings under the 2022 Credit Agreement bear interest at a rate equal to, at our election, either Adjusted Term SOFR (which is the rate per annum equal to (a) Term SOFR (the forward-looking secured overnight financing rate) plus (b) a Term SOFR Adjustment of 0.10% per annum, but in no case lower than 0.00%) plus an applicable margin equal to 1.375% per annum or a base rate plus an applicable margin equal to 0.375% per annum, in each case subject to adjustment based on the Borrowers' debt ratings provided by Standard & Poor’s Rating Services and Moody’s Investors Service, Inc. from time to time (the "Debt Ratings"). The revolving credit commitments under the 2022 Credit Agreement are subject to a commitment fee equal to 0.20% per annum, subject to adjustment based on the Debt Ratings. The commitment fee accrues on the actual daily amount by which the aggregate revolving commitments exceed the sum of outstanding revolving loans and letter of credit obligations.
The 2022 Credit Agreement restricts certain payments, including dividend payments, if there is an event of default under the 2022 Credit Agreement or if we are not, or after making the payment would not be, in compliance with certain financial covenants contained in the 2022 Credit Agreement. These covenants require us to maintain a net debt to EBITDA leverage ratio of less than 3x and an interest coverage ratio of more than 3x. During the period ended September 30, 2023, we were in compliance with the terms of the 2022 Credit Agreement, including all of the financial covenants therein. Our retained earnings are not subject to any restrictions on availability to make dividend payments to shareholders, subject to compliance with the financial covenants described above that are contained in the 2022 Credit Agreement.
As of December 31, 2022 and September 30, 2023, our outstanding term loan, net of debt amortization expense of $1.6 million and $1.3 million, respectively, was $528.4 million and $508.8 million, respectively. We also have fund-based and non-fund based credit facilities with banks, which are available for operational requirements in the form of overdrafts, letters of credit, guarantees and short-term loans. As of December 31, 2022 and September 30, 2023, the limits available under such facilities were $22.9 million and $21.5 million, respectively, of which $5.4 million and $9.1 million, respectively, was utilized, constituting non-funded drawdown. As of December 31, 2022 and September 30, 2023, a total of $153.7 million and $56.6 million, respectively, of our revolving credit facility was utilized, of which $151.0 million and $55.0 million, respectively, constituted funded drawdown and $2.7 million and $1.6 million, respectively, constituted non-funded drawdown. Our outstanding term loan and revolving credit facility expire on December 13, 2027.
We manage a portion of our interest rate risk related to floating rate indebtedness by entering into interest rate swaps under which we receive floating rate payments based on the greater of Term SOFR and the floor rate under our term loan and make payments based on a fixed rate. Under these swap agreements, the rate that we pay to banks in exchange for Term SOFR ranges between 0.15% and 2.58%.
Genpact Luxembourg issued $400 million aggregate principal amount of 3.375% senior notes in November 2019 (the “2019 Senior Notes”). The 2019 Senior Notes are fully guaranteed by the Company and Genpact USA. The total debt issuance cost of $2.9 million incurred in connection with the 2019 Senior Notes offering is being amortized over the life of the notes as additional interest expense. As of December 31, 2022 and September 30, 2023, the amount outstanding under the 2019 Senior Notes, net of debt amortization expense of $1.1 million and $0.7 million, was $398.9 million and $399.3 million, respectively, which is payable on December 1, 2024.
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Genpact Luxembourg and Genpact USA, both wholly-owned subsidiaries of the Company, co-issued $350 million aggregate principal amount of 1.750% senior notes in March 2021 (the "2021 Senior Notes"). The 2021 Senior Notes are fully guaranteed by the Company. The total debt issuance cost of $3.0 million incurred in connection with the 2021 Senior Notes offering is being amortized over the life of the notes as additional interest expense. As of December 31, 2022 and September 30, 2023, the amount outstanding under the 2021 Senior Notes, net of debt amortization expense of $2.0 million and $1.5 million, respectively, was $348.0 million and $348.5 million, respectively, which is payable on April 10, 2026.
We pay interest on (i) the 2019 Senior Notes semi-annually in arrears on June 1 and December 1 of each year, and (ii) the 2021 Senior Notes semi-annually in arrears on April 10 and October 10 of each year, ending on the maturity dates of December 1, 2024 and April 10, 2026, respectively.
For additional information, see Notes 11 and 12—“Short-term borrowings” and “Long-term debt” under Part I, Item 1—“Unaudited Consolidated Financial Statements” above.
We use a revolving accounts receivable-based facility for managing our cash flows. As part of this arrangement, accounts receivable sold under this facility are de-recognized upon sale along with the related allowances, if any. As of December 31, 2022 and September 30, 2023, we have a revolving accounts receivable-based facility of $100.0 million and $75.0 million, respectively, permitting us to sell accounts receivable to banks on a non-recourse basis in the ordinary course of business. The aggregate maximum capacity utilized at any time during the period ended December 31, 2022 and September 30, 2023 was $33.0 million and $45.6 million, respectively. The principal amount outstanding against this facility as of December 31, 2022 and September 30, 2023 was $33.0 million and $38.9 million, respectively. The cost of factoring accounts receivable sold under this facility during the three and nine months ended September 30, 2022 and 2023 was $0.1 million and $0.5 million, respectively, and $0.3 million and $1.4 million, respectively.
Off-Balance Sheet Arrangements
Our off-balance sheet arrangements consist of foreign exchange contracts. For additional information, see Part I, Item 1A—“Risk Factors”—“Currency exchange rate fluctuations in various currencies in which we do business, especially the Indian rupee, the euro and the U.S. dollar, could have a material adverse effect on our business, results of operations and financial condition” in our Annual Report on Form 10-K for the year ended December 31, 2022, and Note 6— "Derivative financial instruments" under Part I, Item 1—“Unaudited Consolidated Financial Statements” above.
Other Liquidity and Capital Resources Information
As of December 31, 2022 and September 30, 2023, we have purchase commitments, net of capital advances, of $18.0 million and $17.9 million, respectively, to be paid in respect of such purchases over the next year. For additional information, see Note 24—“Commitments and contingencies” under Part I, Item 1—“Unaudited Consolidated Financial Statements” above and Part II, Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations”—“Other Liquidity and Capital Resources Information” in our Annual Report on Form 10-K for the year ended December 31, 2022.
As of December 31, 2022 and September 30, 2023, we have operating and finance lease commitments of $330.1 million and $280.3 million, respectively, to be paid over the lease terms. For additional information, see Part II, Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations”—“Other Liquidity and Capital Resources Information” in our Annual Report on Form 10-K for the year ended December 31, 2022.
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Supplemental Guarantor Financial Information
As discussed in Note 12, “Long-term debt,” under Part I, Item 1—“Unaudited Consolidated Financial Statements” above, Genpact Luxembourg issued the 2019 Senior Notes, and Genpact Luxembourg and Genpact USA co-issued the 2021 Senior Notes. As of September 30, 2023, the outstanding balance for the 2019 Senior Notes and the 2021 Senior Notes (collectively, the "Senior Notes") was $399.3 million and $348.5 million, respectively. Each series of Senior Notes is fully and unconditionally guaranteed by the Company. The 2019 Senior Notes are fully and unconditionally guaranteed by Genpact USA. Our other subsidiaries do not guarantee the Senior Notes (such subsidiaries are referred to as the “non-Guarantors”).
The Company (with respect to both series of Senior Notes) and Genpact USA (with respect to the 2019 Senior Notes) have fully and unconditionally guaranteed (i) that the payment of the principal, premium, if any, and interest on the Senior Notes shall be promptly paid in full when due, whether at stated maturity of the Senior Notes, by acceleration, redemption or otherwise, and that the payment of interest on the overdue principal and interest on the Senior Notes, if any, if lawful, and all other obligations of the applicable issuer or issuers of the Senior Notes, respectively, to the holders of the Senior Notes or the trustee under the Senior Notes shall be promptly paid in full or performed, and (ii) in case of any extension of time of payment or renewal of any Senior Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. With respect to the 2019 Senior Notes, failing payment by Genpact Luxembourg when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Company and Genpact USA shall be obligated to pay the same immediately. With respect to the 2021 Senior Notes, failing payment by Genpact Luxembourg or Genpact USA when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Company shall be obligated to pay the same immediately. The Company and Genpact USA have agreed that the guarantees described above are guarantees of payment of the Senior Notes and not guarantees of collection.
The following tables present summarized financial information for Genpact Luxembourg, Genpact USA and the Company (collectively, the “Debt Issuers and Guarantors”) on a combined basis after elimination of (i) intercompany transactions and balances among the Debt Issuers and Guarantors and (ii) equity in earnings from and investments in the non-Guarantors.
| Summarized Statements of Income | Year ended December 31, 2022 | Nine months ended September 30, 2023 | ||||||||||||
| (dollars in millions) | ||||||||||||||
| Net revenues | $ | 141.3 | $ | 151.6 | ||||||||||
| Gross profit | 141.3 | 151.6 | ||||||||||||
| Net income | 72.3 | 92.1 | ||||||||||||
Below is a summary of transactions with non-Guarantors included in the summarized statement of income above:
| Year ended December 31, 2022 | Nine months ended September 30, 2023 | |||||||||||||
| (dollars in millions) | ||||||||||||||
| Royalty income | $ | — | $ | 0.8 | ||||||||||
| Revenue from services | 141.3 | 150.8 | ||||||||||||
| Interest income (expense), net | 36.9 | 37.7 | ||||||||||||
| Other income /(expense), net | 25.2 | (2.8) | ||||||||||||
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| Summarized Balance Sheets | Year ended December 31, 2022 | Nine months ended September 30, 2023 | ||||||||||||
| (dollars in millions) | ||||||||||||||
| Assets | ||||||||||||||
| Current assets | $ | 2,181.4 | $ | 2,422.4 | ||||||||||
| Non-current assets | 178.3 | 245.7 | ||||||||||||
| Liabilities | ||||||||||||||
| Current liabilities | $ | 3,639.6 | $ | 3,926.4 | ||||||||||
| Non-current liabilities | 1,749.2 | 1,730.6 | ||||||||||||
Below is a summary of the balances with non-Guarantors included in the summarized balance sheets above:
| Year ended December 31, 2022 | Nine months ended September 30, 2023 | |||||||||||||
| (dollars in millions) | ||||||||||||||
| Assets | ||||||||||||||
| Current assets | ||||||||||||||
| Accounts receivable, net | $ | 62.1 | $ | 66.5 | ||||||||||
| Loans receivable | 1,420.3 | 1,798.0 | ||||||||||||
| Investment in debentures/bonds | 193.3 | — | ||||||||||||
| Others | 453.1 | 497.3 | ||||||||||||
| Non-current assets | ||||||||||||||
| Others | 79.5 | 71.3 | ||||||||||||
| Liabilities | ||||||||||||||
| Current liabilities | ||||||||||||||
| Loans payable | $ | 2,805.8 | $ | 2,894.4 | ||||||||||
| Others | 620.2 | 986.6 | ||||||||||||
| Non-Current liabilities | ||||||||||||||
| Loans payable | $ | 500.0 | $ | 500.0 | ||||||||||
The Senior Notes and the related guarantees rank pari passu in right of payment with all senior and unsecured debt of the Debt Issuers and Guarantors and rank senior in right of payment to all of the Debt Issuers’ and Guarantors’ future subordinated debt. The Senior Notes are effectively subordinated to all of the Debt Issuers’ and Guarantors’ existing and future secured debt to the extent of the value of the assets securing such debt. The Senior Notes are structurally subordinated to all of the existing and future debt and other liabilities of the Guarantors subsidiaries (other than the Issuer), including the liabilities of certain subsidiaries pursuant to our senior credit facility. The non-Guarantors are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due under the Senior Notes or to make the funds available to pay those amounts, whether by dividend, distribution, loan or other payment. If the Debt Issuers and Guarantors have any right to receive any assets of any of the non-Guarantors upon the insolvency, liquidation, reorganization, dissolution or other winding-up of any non-Guarantor, all of that non-Guarantor’s creditors (including trade creditors) would be entitled to payment in full out of that non-Guarantor’s assets before the holders of the Senior Notes would be entitled to any payment. Claims of holders of the Senior Notes are structurally subordinated to the liabilities of certain non-Guarantors pursuant to their liabilities under our senior credit facility.
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Recent Accounting Pronouncements
For a description of recent accounting pronouncements, see Note 2(m)—“Recently issued accounting pronouncements” under Item 1—“Unaudited Consolidated Financial Statements” above and Part II, Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations”—“Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2022.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to interest rate risk arising from changes in interest rates on the floating rate indebtedness under our term loan and revolving credit facility and the Senior Notes. Borrowings under our term loan and revolving credit facility bear interest at floating rates based on Term SOFR, but in no event less than the floor rate of 0.0% plus an applicable margin. The interest rate on our Senior Notes is subject to adjustment based on the ratings assigned to our debt by Moody’s Investors Service, Inc. and Standard & Poor’s Rating Services, Inc. from time to time. A decline in such ratings could result in an increase of up to 2% in the rate of interest on the Senior Notes. Accordingly, fluctuations in market interest rates or a decline in ratings may increase or decrease our interest expense which would, in turn, increase or decrease our net income and cash flow.
We manage a portion of our interest rate risk related to floating rate indebtedness by entering into interest rate swaps under which we receive floating rate payments based on the greater of SOFR and the floor rate under our term loan and make payments based on a fixed rate. Under these swap agreements, the rate that we pay to banks in exchange for Term SOFR ranges between 0.15% and 2.58%.
We executed a treasury rate lock agreement covering $350 million in connection with future interest payments to be made on our 2021 Senior Notes, and the treasury rate lock agreement was designated as a cash flow hedge. The treasury rate lock agreement was terminated on March 23, 2021, and a deferred gain was recorded in accumulated other comprehensive income and is being amortized to interest expense over the life of the 2021 Senior Notes. The remaining gain to be amortized related to the treasury rate lock agreement as of September 30, 2023 was $0.4 million.
For a discussion of our market risk associated with foreign currency risk, interest rate risk and credit risk, see Part II, Item 7A—“Quantitative and Qualitative Disclosures about Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2022.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are the Company’s controls and other procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b). Based upon that evaluation, the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic SEC filings.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarterly period ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
There are no legal proceedings pending against us that we believe are likely to have a material adverse effect on our business, results of operations and financial condition.
Item 1A. Risk Factors
We have disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 the risk factors that materially affect our business, financial condition or results of operations. You should carefully consider the risk factors set forth below, in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 and in our Annual Report on Form 10-K for the year ended December 31, 2022 as well as the other information that appears elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2022. You should be aware that these risk factors and other information may not describe every risk facing our Company. Additional risks and uncertainties not currently known to us may also materially adversely affect our business, financial condition and/or results of operations.
We face legal, reputational and financial risks from any failure to protect client, Genpact or employee data from security incidents or cyberattacks.
In providing our services and solutions to clients, we often collect, process and store proprietary, personally identifying or other sensitive or confidential client and other third-party data. In addition, we collect, process and store data regarding our employees and contractors. As a result, we are subject to numerous data protection and privacy laws and regulations designed to protect this information in the countries in which we operate as well as the countries of residence of the persons whose data we process. We have established security measures and internal controls designed to prevent the inadvertent or intentional exposure or loss of personally identifiable information and other sensitive or confidential data. We regularly assess the adequacy of and make improvements to such security measures and controls and have experienced breaches to our data and systems, including from cyber threat actors. We have also experienced data incidents due to the inadvertent or intentional actions of our employees or contractors, though none of these incidents had a material impact on our operations or financial results or resulted in any regulatory fines or penalties. However, if any person, including any of our current or former employees or contractors, negligently disregards or intentionally breaches our or our clients’ established security measures and controls with respect to client, third-party or Genpact protected data or if we do not adapt to changes in data protection legislation, we could be subject to significant litigation, monetary damages, regulatory enforcement actions, fines and/or criminal prosecution in one or more jurisdictions.
In addition, the products, services and software that we provide to our clients, or the third-party components we use to provide such products, services and software, may contain or introduce cybersecurity threats or vulnerabilities to our clients’ information technology networks, intentionally or unintentionally. Our clients may maintain their own proprietary, sensitive, or confidential information that could be compromised in a cybersecurity attack, or their systems may be disabled or disrupted as a result of such an attack. Our clients, regulators, or other third parties may attempt to hold us liable, through contractual indemnification clauses or directly, for any such losses or damages resulting from such an attack.
The threat of incursion into our information systems and technology infrastructure has increased in recent years as the sophistication of threat actors who have hacked, attacked, held for ransom or otherwise disrupted or invaded information systems of other companies and misappropriated or disclosed data has increased. We could also be impacted by cyberattacks by nation states or other organizations arising out of geopolitical tensions or conflicts, including, for instance, by Russia or Russian-based actors in connection with the Russia/Ukraine conflict. We may be unable to anticipate the techniques used by threat actors to invade our systems and may not detect when an incursion has occurred or implement adequate preventative and responsive measures. Additionally, in the event of a ransomware or other attack involving data theft and encryption, we could face delays in the recovery of data, or a total loss of data, in the event of a lack of adequate backups and restoration testing. The steps we have taken to protect our information systems and data security may be inadequate. Actual or perceived breaches of our security, whether through breach of our computer systems, systems failure (including due to aged IT systems or infrastructure) or otherwise, could influence the market perception of the effectiveness of our security measures and as a result our reputation could be harmed and we could lose existing or potential clients. Media or other reports of perceived breaches or weaknesses in our systems, products or networks could also adversely impact our brand and reputation and materially affect our business.
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Our clients, suppliers, subcontractors, and other third parties with whom we do business, including in particular cloud service providers and software vendors, generally face similar cybersecurity threats, and we must rely on the safeguards adopted by these third parties. If these third parties do not have adequate safeguards or their safeguards fail, it might result in breaches of our systems or applications and unauthorized access to or disclosure of our and our clients’ confidential data. In addition, we are regularly alerted to vulnerabilities in third-party technology components we use in our business that create vulnerabilities in our environments. We typically are not aware of such vulnerabilities until we receive notice from the third parties who have created the exposure, and our responses to such vulnerabilities may not be adequate or prompt enough to prevent their exploitation.
We may also be liable to our clients or others for damages caused by disclosure of confidential information or system failures. Many of our contracts do not limit our potential liability for breaches of confidentiality. We may also be subject to civil actions and criminal prosecution by governments or government agencies for breaches relating to such data. Our insurance coverage or indemnification protections for breaches or mismanagement of such data may not be adequate to cover all costs related to data loss, cybersecurity attacks, or disruptions resulting from such events, or they may not continue to be available on reasonable terms or in sufficient amounts to cover one or more large claims against us and our insurers may disclaim coverage as to any future claims. The impact of these cybersecurity attacks, data losses, and other security breaches cannot be predicted, but any such attack, loss or breach could disrupt our operations, or the operations of our clients, suppliers, subcontractors, or other third parties. Incidents of this type have in the past and may in the future require significant management attention and resources and have in the past and may in the future result in the loss of revenues from clients. These incidents could also result in regulatory enforcement, financial liability, and reputational harm among our clients and the public, any of which could have a material adverse impact on our financial condition, results of operations, or liquidity.
While we have developed and implemented security measures and internal controls designed to prevent, detect and respond to cyber and other security threats and incidents, such measures cannot guarantee security and may not be successful in preventing security breaches or in their timely detection or effective response. In the ordinary course of business, we are subject to regular incursion attempts from a variety of sources, and we have experienced data security incidents as a result of phishing, social engineering, vulnerability exploitation and malware. To date such incidents have not had a material impact on our operations or financial results. However, there is no assurance that such impacts will not be material in the future.
Additionally, our employees have engaged, and may in the future engage, in fraudulent conduct or conduct that violates our client contracts or our internal controls or policies. The proportion of our workforce working remotely since the onset of the COVID-19 pandemic has reduced our ability to enforce physical security controls and monitor employee conduct and has increased the risk that our employees will engage in impermissible conduct, which could give rise to reputational harm and legal liability, and our insurance policies may not cover all claims or indemnify us for all liability to which we are exposed. Our inability to enforce physical security controls and monitor our employees working remotely also increases the risk of data breaches. Measures we have taken in the remote work environment to implement suitable additional controls and educate our employees on the importance of cybersecurity, data loss prevention and related best practices may not prevent data breaches, the occurrence of which could have a material adverse impact on our business, reputation, financial condition, and results of operations.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities
Unregistered Sales of Equity Securities
None.
Use of Proceeds
None.
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Purchase of Equity Securities by the Issuer and Affiliated Purchasers
Share repurchase activity during the three months ended September 30, 2023 was as follows:
| Period | Total Number of Shares Purchased | Weighted Average Price Paid per Share ($) | Total Number of Shares Purchased as Part of Publicly Announced Plan or Program | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan or Program ($) | ||||||||||||||||||||||
July 1-July 31, 2023 | — | — | — | 474,453,005 | ||||||||||||||||||||||
August 1-August 31, 2023 | — | — | — | 474,453,005 | ||||||||||||||||||||||
September 1-September 30, 2023 | — | — | — | 474,453,005 | ||||||||||||||||||||||
| Total | — | — | — | |||||||||||||||||||||||
In February 2023, our board of directors authorized a $500 million increase to our existing $1.75 billion share repurchase program, first announced in February 2015, bringing the total authorization under our existing program to $2.25 billion. This repurchase program does not obligate us to acquire any specific number of shares and does not specify an expiration date. All shares repurchased under the plan have been retired. For additional information, see Note 17—“Capital stock” under Part I, Item 1— “Unaudited Consolidated Financial Statements” above.
Item 5. Other Information
(c) Director and Officer Trading Arrangements
The following table describes, for the quarterly period covered by this report, each trading arrangement for the sale or purchase of our securities adopted or terminated by our directors and officers that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement”) or (2) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K):
| Name (Title) | Action Taken (Date of Action) | Type of Trading Arrangement | Nature of Trading Arrangement | Duration of Trading Arrangement | Aggregate Number of Securities | ||||||||||||
| Rule 10b5-1 trading arrangement | Sale | Until February 12, 2024, or such earlier date upon which all transactions are completed | Up to | ||||||||||||||
(1) This Rule 10b5-1 trading arrangement includes up to 19,496 common shares subject to a performance share unit award previously granted to Ms. White. The actual number of shares that will be released to Ms. White upon vesting pursuant to the performance share unit award and sold under the Rule 10b5-1 trading arrangement will be net of the number of shares withheld by us to satisfy tax withholding obligations arising from the vesting of such award and is not yet determinable.
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Item 6. Exhibits
Exhibit Number | Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 22.1 | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1* | ||||||||
| 32.2* | ||||||||
| 101.INS* | Inline XBRL Instance Document — the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
* Filed or furnished with this Quarterly Report on Form 10-Q.
† Indicates a management contract or compensatory plan, contract or arrangement in which any director or executive officer participates.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 9, 2023
GENPACT LIMITED
| By: | /s/ N.V. Tyagarajan | |||||||
| N.V. Tyagarajan | ||||||||
| Chief Executive Officer | ||||||||
| By: | /s/ Michael Weiner | |||||||
| Michael Weiner | ||||||||
| Chief Financial Officer | ||||||||
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Exhibit 31.1
CHIEF EXECUTIVE OFFICER CERTIFICATION
I, N.V. Tyagarajan, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Genpact Limited for the period ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 9, 2023
/s/ N.V. Tyagarajan | ||
| N.V. Tyagarajan | ||
| Chief Executive Officer | ||
Exhibit 31.2
CHIEF FINANCIAL OFFICER CERTIFICATION
I, Michael Weiner, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Genpact Limited for the period ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 9, 2023
/s/ Michael Weiner | ||
| Michael Weiner | ||
| Chief Financial Officer | ||
Exhibit 32.1
Certification of the Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Genpact Limited (the “Company”) on Form 10-Q for the period ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, N.V. Tyagarajan, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 9, 2023
/s/ N.V. Tyagarajan | ||
| N.V. Tyagarajan | ||
| Chief Executive Officer | ||
Exhibit 32.2
Certification of the Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Genpact Limited (the “Company”) on Form 10-Q for the period ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Weiner, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 9, 2023
/s/ Michael Weiner | ||
| Michael Weiner | ||
| Chief Financial Officer | ||