ExlService Holdings, Inc.
ExlService Holdings, Inc. (Form: 10-Q, Received: 05/01/2018 16:57:28)

Table of Contents

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________________________
FORM 10-Q
_________________________________________________________
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2018
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 001-33089
_________________________________________________________
EXLSERVICE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
_________________________________________________________
DELAWARE
 
82-0572194
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
280 PARK AVENUE, 38 TH  FLOOR,
NEW YORK, NEW YORK
 
10017
(Address of principal executive offices)
 
(Zip code)
(212) 277-7100
(Registrant’s telephone number, including area code)
________________________________________________________
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   ý     No   ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).   Yes   ý     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. (Check one):
Large accelerated filer
 
ý
  
Accelerated filer
 
¨
 
 
 
 
 
Non-accelerated filer
 
¨   (Do not check if a smaller reporting company)
  
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   ý
As of April 27, 2018 , there were 34,396,077 shares of the registrant’s common stock outstanding, par value $0.001 per share.

 



Table of Contents

TABLE OF CONTENTS
 
 
 
 
 
 
 
PAGE
ITEM
 
 
 
 
 
 
 
 
 
1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2.
 
 
 
 
 
3.
 
 
 
 
 
4.
 
 
 
 
 
 
 
 
 
 
 
1.
 
 
 
 
 
1A.
 
 
 
 
 
2.
 
 
 
 
 
3.
 
 
 
 
 
4.
 
 
 
 
 
5.
 
 
 
 
 
6.
 
 
 

2


Table of Contents

PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
EXLSERVICE HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
 
As of
 
March 31, 2018
 
December 31, 2017
 
(Unaudited)
 
 
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
69,955

 
$
86,795

Short-term investments
169,461

 
178,479

Restricted cash
2,727

 
3,674

Accounts receivable, net
137,150

 
135,705

Prepaid expenses
10,601

 
9,781

Advance income tax, net
17,802

 
8,801

Other current assets
28,277

 
29,582

Total current assets
435,973

 
452,817

Property and equipment, net
67,748

 
66,757

Restricted cash
3,783

 
3,808

Deferred taxes, net
6,518

 
8,585

Intangible assets, net
45,104

 
48,958

Goodwill
202,337

 
204,481

Other assets
33,863

 
36,369

Investment in equity affiliate
2,944

 
3,000

Total assets
$
798,270

 
$
824,775

Liabilities and Equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
4,114

 
$
5,918

Current portion of long-term borrowings
318

 
10,318

Deferred revenue
11,504

 
10,716

Accrued employee costs
27,615

 
55,664

Accrued expenses and other current liabilities
61,148

 
61,366

Current portion of capital lease obligations
246

 
267

Total current liabilities
104,945

 
144,249

Long term borrowings
67,355

 
50,391

Capital lease obligations, less current portion
282

 
331

Income taxes payable
8,721

 
13,557

Other non-current liabilities
15,262

 
16,202

Total liabilities
196,565

 
224,730

Commitments and contingencies (Refer to Note 24)


 


Preferred stock, $0.001 par value; 15,000,000 shares authorized, none issued

 

ExlService Holdings, Inc. Stockholders’ equity:
 
 
 
Common stock, $0.001 par value; 100,000,000 shares authorized, 37,568,973 shares issued and 34,442,962 shares outstanding as of March 31,  2018 and 36,790,751 shares i ssued and 33,888,733 shares outstanding as of Decembe r 31, 2017
38

 
37

Additional paid-in capital
327,750

 
322,246

Retained earnings
450,676

 
427,064

Accumulated other comprehensive loss
(59,670
)
 
(45,710
)
Total including shares held in treasury
718,794

 
703,637

Less: 3,126,011 shares as of March 31, 2018 and 2,902 ,018 shares as of December 31, 2017, held in treasury, at cost
(117,320
)
 
(103,816
)
Stockholders’ equity
$
601,474

 
$
599,821

Non-controlling interest
231

 
224

Total equity
$
601,705

 
$
600,045

Total liabilities and equity
$
798,270

 
$
824,775

See accompanying notes to unaudited consolidated financial statements.

3



EXLSERVICE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In thousands, except share and per share amounts)


Three months ended March 31,

2018
 
2017
Revenues, net
$
206,973

   
$
183,033

Cost of revenues (exclusive of depreciation and amortization)
138,101

   
119,072

Gross profit
68,872

 
63,961

Operating expenses:

   

General and administrative expenses
29,266

   
24,037

Selling and marketing expenses
13,952

   
13,340

Depreciation and amortization
10,504

   
9,372

Total operating expenses
53,722

 
46,749

Income from operations
15,150

   
17,212

Foreign exchange gain, net
615

   
382

Interest expense
(538
)
 
(432
)
Other income, net
3,534

   
3,186

Income before income tax (benefit)/expense
18,761

 
20,348

Income tax (benefit)/expense
(4,453
)
 
3,560

Loss from equity-method investment
56

 

Net income attributable to ExlService Holdings, Inc. stockholders
$
23,158

 
$
16,788

Earnings per share attributable to ExlService Holdings, Inc. stockholders:
 
 
 
Basic
$
0.67

 
$
0.50

Diluted
$
0.66

 
$
0.48

Weighted-average number of shares used in computing earnings per share attributable to ExlService Holdings, Inc. stockholders:
 
   
 
Basic
34,446,265

   
33,845,560

Diluted
35,302,926

 
35,108,882

 
 
 
 
See accompanying notes to unaudited consolidated financial statements.

4



EXLSERVICE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(In thousands)
 
Three months ended March 31,
 
2018

2017
Net income
$
23,158

 
$
16,788

Other comprehensive (loss)/income:

 

Unrealized (loss)/gain on effective cash flow hedges, net of taxes ($800) and $2,044, respectively
(4,214
)
 
6,985

Foreign currency translation (loss)/gain
(7,811
)
 
11,643

Reclassification adjustments

 

Realized loss on cash flow hedges, net of taxes ($776) and ($284), respectively (1)
(1,895
)
 
(646
)
Retirement benefits, net of taxes $1 and $7, respectively (2)
(40
)
 
62

Total other comprehensive (loss)/income
$
(13,960
)
 
$
18,044

Total comprehensive income
$
9,198

 
$
34,832


(1)
These are reclassified to net income and are included either in cost of revenue, operating expenses, as applicable in the unaudited consolidated statements of income. Refer to Note 16 to the unaudited consolidated financial statements.
(2)
These are reclassified to net income and are included in other income, net in the unaudited consolidated statements of income. Refer to Note 19 to the unaudited consolidated financial statements.

See accompanying notes to unaudited consolidated financial statements.

5



EXLSERVICE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)
(In thousands, except share and per share amounts)

 
Common Stock
 
Additional Paid-in Capital
 
Retained Earnings
 
Accumulated Other Comprehensive Income/(Loss)
 
Treasury Stock
 
Non - Controlling Interest
 
Total Equity
 
 
 
 
 
 
 
 
Shares
 
Amount
 
 
 
 
Shares
 
Amount
 
 
Balance as of December 31, 2017
36,790,751

 
$
37

 
$
322,246

 
$
427,064

 
$
(45,710
)
 
(2,902,018
)
 
$
(103,816
)
 
$
224

 
$
600,045

Impact of adoption of Topic 606

 

 

 
454

 

 

 

 

 
454

Balance as of January 1, 2018
36,790,751

 
37

 
322,246

 
427,518

 
(45,710
)
 
(2,902,018
)
 
(103,816
)
 
224

 
600,499

Stock issued on exercise/vesting of equity awards
778,222

 
1

 
430

 

 

 

 

 

 
431

Stock-based compensation

 

 
5,074

 

 

 

 

 

 
5,074

Acquisition of treasury stock

 

 

 

 

 
(223,993
)
 
(13,504
)
 

 
(13,504
)
Non-controlling interest

 

 

 

 

 

 

 
7

 
7

Other comprehensive loss

 

 

 

 
(13,960
)
 

 

 

 
(13,960
)
Net income

 

 

 
23,158

 

 

 

 

 
23,158

Balance as of March 31, 2018
37,568,973

 
$
38

 
$
327,750

 
$
450,676

 
$
(59,670
)
 
(3,126,011
)
 
$
(117,320
)
 
$
231

 
$
601,705








See accompanying notes to unaudited consolidated financial statements.


6



EXLSERVICE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)
(In thousands, except share and per share amounts)

 
Common Stock
 
Additional Paid-in Capital
 
Retained Earnings
 
Accumulated Other Comprehensive Income/(Loss)
 
Treasury Stock
 
Non - Controlling Interest
 
Total Equity
 
 
 
 
 
 
 
 
Shares
 
Amount
 
 
 
 
Shares
 
Amount
 
 
Balance as of December 31, 2016
35,699,819

 
$
36

 
$
284,646

 
$
382,722

 
$
(75,057
)
 
(2,071,710
)
 
$
(60,362
)
 
$
193

 
$
532,178

Impact of adoption of ASU 2016-09

 

 
5,999

 
(4,546
)
 

 

 

 

 
1,453

Balance as of January 1, 2017
35,699,819

 
$
36

 
$
290,645

 
$
378,176

 
$
(75,057
)
 
(2,071,710
)
 
$
(60,362
)
 
$
193

 
$
533,631

Stock issued on exercise/vesting of equity awards
400,803

 

 
191

 

 

 

 

 

 
191

Stock-based compensation

 

 
5,956

 

 

 

 

 

 
5,956

Acquisition of treasury stock

 

 

 

 

 
(256,746
)
 
(11,913
)
 

 
(11,913
)
Non-controlling interest

 

 

 

 

 

 

 
12

 
12

Other comprehensive income

 

 

 

 
18,044

 

 

 

 
18,044

Net income

 

 

 
16,788

 

 

 

 

 
16,788

Balance as of March 31, 2017
36,100,622

 
$
36

 
$
296,792

 
$
394,964

 
$
(57,013
)
 
(2,328,456
)
 
$
(72,275
)
 
$
205

 
$
562,709










See accompanying notes to unaudited consolidated financial statements.


7




EXLSERVICE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)

Three months ended March 31,

2018
 
2017
Cash flows from operating activities:
 
 
 
Net income
$
23,158

 
$
16,788

Adjustments to reconcile net income to net cash (used for)/provided by operating activities:
 
 
 
Depreciation and amortization
10,655

 
9,426

Stock-based compensation expense
5,074

 
5,956

Unrealized gain on short term investments
(2,842
)
 

Unrealized foreign exchange (gain)/loss
(3,319
)
 
2,225

Deferred income tax (benefit)/expense
3,433

 
(4,256
)
Allowances for doubtful accounts receivable
(612
)
 

Loss from equity-method investment
56

 

Others, net
28

 
(7
)
Change in operating assets and liabilities:
 
 
 
Accounts receivable
(590
)
 
(6,340
)
Prepaid expenses and other current assets
(2,164
)
 
(1,285
)
Accounts payable
(1,726
)
 
2,185

Deferred revenue
877

 
1,480

Accrued employee costs
(27,655
)
 
(21,053
)
Accrued expenses and other liabilities
3,317

 
806

Advance income tax, net
(13,906
)
 
(1,471
)
Other assets
(1,789
)
 
1,569

Net cash (used for)/provided by operating activities
(8,005
)
 
6,023

 
 
 
 
Cash flows from investing activities:
 
 
 
Purchase of property and equipment
(12,680
)
 
(10,114
)
Business acquisition (net of cash acquired)
(380
)
 

Purchase of investments
(20,310
)
 
(129,837
)
Proceeds from redemption of investments
30,358

 
22,879

Net cash used for investing activities
(3,012
)
 
(117,072
)
 
 
 
 
Cash flows from financing activities:
 
 
 
Principal payments on capital lease obligations
(42
)
 
(43
)
Proceeds from borrowings
12,000

 

Repayments of borrowings
(5,036
)
 

Acquisition of treasury stock
(13,504
)
 
(11,913
)
Proceeds from exercise of stock options
431

 
191

Net cash used for financing activities
(6,151
)
 
(11,765
)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
(644
)
 
468

Net decrease in cash, cash equivalents, and restricted cash
(17,812
)
 
(122,346
)
Cash, cash equivalents, and restricted cash at beginning of period
94,277

 
220,394

Cash, cash equivalents, and restricted cash at end of period
$
76,465

 
$
98,048



See accompanying notes to unaudited consolidated financial statements.

8



EXLSERVICE HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2018
(In thousands, except share and per share amounts)
1. Organization
ExlService Holdings, Inc. (“ExlService Holdings”) is organized as a corporation under the laws of the state of Delaware. ExlService Holdings, together with its subsidiaries and affiliates (collectively, the “Company”), operates in the Business Process Management (“BPM”) industry providing operations management services and analytics services that help businesses enhance revenue growth and improve profitability. Using its proprietary platforms, methodologies and tools, the Company looks deeper to help companies improve global operations, enhance data-driven insights, increase customer satisfaction, and manage risk and compliance. The Company’s clients are located principally in the United States of America (“U.S.”) and the United Kingdom (“U.K”)
2. Summary of Significant Accounting Policies
(a) Basis of Preparation and Principles of Consolidation
The unaudited consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles (“US GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for annual financial statements and therefore should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
The unaudited consolidated financial statements reflect all adjustments (of a normal and recurring nature) that management considers necessary for a fair presentation of such statements for the interim periods presented. The unaudited consolidated statements of income for the interim periods presented are not necessarily indicative of the results for the full year or for any subsequent period.
The accompanying unaudited consolidated financial statements include the financial statements of ExlService Holdings and all of its subsidiaries. The standalone financial statements of subsidiaries are fully consolidated on a line-by-line basis. Intra-group balances and transactions, and income and expenses arising from intra-group transactions, are eliminated while preparing those financial statements. The un-realized gains resulting from intra-group transactions are also eliminated. Similarly, the un-realized losses are eliminated, unless the transaction provides evidence as to impairment of the asset transferred.
Accounting policies of the respective individual subsidiary and associate are aligned, wherever necessary, so as to ensure consistency with the accounting policies that are adopted by the Company under US GAAP.
The Company’s investments in equity affiliates are initially recorded at cost and any excess cost over proportionate share of the fair value of the net assets of the investee at the acquisition date is recognized as goodwill. The proportionate share of net income or loss of the investee is recognized in the unaudited consolidated statements of income.
Non-controlling interest is the equity in a subsidiary not attributable, directly or indirectly, to the parent and it represents the minority partner’s interest in the operations of ExlService Colombia S.A.S. Non-controlling interest consists of the amount of such interest at the date of obtaining control over the subsidiary, and the non-controlling interest's share of changes in equity since that date. The non-controlling interest in the operations for all periods presented were insignificant and is included under general and administrative expenses in the unaudited consolidated statements of income.
(b) Use of Estimates
The preparation of the unaudited consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and the unaudited consolidated statements of income during the reporting period. Although these estimates are based on management’s best assessment of the current business environment, actual results may be different from those estimates. The significant estimates and assumptions that affect the financial statements include, but are not limited to, allowance for doubtful receivables, recoverability of service tax receivables, assets and obligations related to employee benefit plans, deferred tax valuation allowances, income-tax uncertainties and other contingencies, valuation of derivative financial instruments, assumptions used to calculate stock-based compensation expense, depreciation and amortization periods, purchase price allocation, recoverability of long-term assets including goodwill and intangibles, and estimated costs to complete fixed price contracts.

9

EXLSERVICE HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
March 31, 2018
(In thousands, except share and per share amounts)


(c) Employee Benefits
Contributions to defined contribution plans are charged to the consolidated statements of income in the period in which services are rendered by the covered employees. Current service costs for defined benefit plans are accrued in the period to which they relate. The liability in respect of defined benefit plans is calculated annually by the Company using the projected unit credit method. Prior service cost, if any, resulting from an amendment to a plan is recognized and amortized over the remaining period of service of the covered employees.
The Company recognizes its liabilities for compensated absences depending on whether the obligation is attributable to employee services already rendered, relates to rights that vest or accumulate and payment is probable and estimable.
Effective January 1, 2018, the Company adopted Accounting Standards Update ("ASU") No. 2017-07, Compensation -Retirement Benefits (Topic 715), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Post Retirement Benefit Cost. Pursuant to this, the Company retrospectively adopted the presentation of service cost separate from other components of net periodic costs for each period presented. The interest cost, expected return on plan assets and amortization of actuarial gains / loss, have been reclassified from “Cost of revenues”, “General and administrative expenses” and “Selling and marketing expenses” to “Other income, net”. Refer to Note 19 to the unaudited consolidated financial statements for details.
(d) Cash and Cash Equivalents and Restricted Cash
The Company considers all highly liquid investments purchased with an original maturity of ninety days or less to be cash equivalents. Pursuant to the Company’s investment policy, surplus funds are invested in highly-rated debt mutual funds, money market accounts and time deposits to reduce its exposure to market risk with regard to these funds.
Restricted cash represents amounts on deposit with banks against bank guarantees issued through banks in favor of relevant statutory authorities for equipment imports, deposits for obtaining indirect tax registrations and for demands against pending income tax assessments (refer to Note 24 to the unaudited consolidated financial statements for details). These deposits with banks have maturity dates after March 31, 2019. Restricted cash presented under current assets represents funds held on behalf of clients in dedicated bank accounts.
Effective January 1, 2018, the Company adopted ASU 2016-18, Statement of Cash Flows (Topic 230), Restricted Cash. Pursuant to this adoption the Company includes in its cash and cash-equivalent balances in the unaudited statements of cash flows those amounts that have been classified as restricted cash and restricted cash equivalents for each of the periods presented.
(e) Revenue Recognition
Revenue is recognized when services are provided to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for our services.
Revenue is measured based on consideration specified in a contract with a customer and excludes discounts and amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by providing services to a customer.
Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue.  
Adoption of ASU 2014-09 Topic 606, "Revenue from Contracts with Customers" (Topic 606)
On January 1, 2018, the date of initial application, the Company adopted Topic 606 using the modified retrospective method by recognizing the cumulative effect of initially applying Topic 606 as an adjustment to the opening balance of equity, resulting in an increase of $454 , primarily due to new contract acquisition costs. The initial application scopes in those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with Company’s historical accounting under Topic 605. The key area impacted upon adoption of Topic 606 relates to the accounting for sales commissions costs. Specifically, under Topic 606 a portion of sales commissions costs have been recorded as an asset and recognized as an operating expense on a straight line basis over the life of the contract. Prior to adoption, the Company was expensing sales commission costs as incurred.



10

EXLSERVICE HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
March 31, 2018
(In thousands, except share and per share amounts)

Nature of services
The Company derives its revenues from operations management and analytics services. The Company operates in the business process management (“BPM”) industry providing operations management and analytics services helping businesses enhance revenue growth and improve profitability. The Company provides BPM or “operations management” services, which typically involve transfer to the Company of business operations of a client, after which it administers and manages those operations for its client on an ongoing basis. The Company also provides industry-specific digital transformational services related to operations management services, and analytics services that focus on driving improved business outcomes for clients by generating data-driven insights across all parts of their business.
Arrangements with Multiple Performance Obligations
The Company’s contracts with customers do not generally bundle different services together except for software and related services contracts, which are not significant, involving implementation services and post contract maintenance services. In such software and related services contracts, revenue is allocated to each performance obligation based on the relative standalone selling price.
A separate contract is generally drafted for each type of service sold, even if to the same customer. The typical length of a contract is 3 to 5 years.
Type of Contracts
i.
a) Revenues under time-and-material, transaction and outcome-based contracts are recognized as the services are performed. When the terms of the client contract specify service level parameters that must be met (such as turnaround time or accuracy), the Company monitors such service level parameters to determine if any service credits or penalties have been incurred. Revenues are recognized net of any penalties or service credits that are due to a client.
b) In respect of arrangements involving subcontracting, in part or whole of the assigned work, the Company evaluates revenues to be recognized under Accounting Standard Codification ("ASC") topic 606-10-55-36 and 37, “Principal versus agent considerations”.
ii.
Revenues for Company’s fixed-price contracts are recognized using the time-elapsed output method because the Company transfers control evenly during execution of its projects. Determining a measure of progress requires management to make judgments that affect the timing of revenue recognized. The Company regularly monitors its estimates for progress on completion of a project and records changes in the period in which a change in an estimate is determined. If a change in an estimate results in a projected loss on a project, such loss is recognized in the period in which it is first identified.
iii.
Revenues from the Company's software and related services contracts, which are not significant, are primarily related to maintenance renewals or incremental license fees for additional users. Maintenance revenues are generally recognized on a straight-line basis over the annual contract term. Fees for incremental license fees without any associated services are recognized upon delivery of the related incremental license.
The Company accrues revenues for services rendered between the last billing date and the balance sheet date. Accordingly amounts for services, that the Company has performed and for which an invoice has not yet been issued to the client are presented as a part of contract assets as receivables.
The Company defers the revenues and related cost of revenue during the period while production set-ups are underway and recognize such revenues and costs ratably over the period during which the related services are expected to be performed. The deferred costs are limited to the amounts of the deferred revenues. Deferred revenue also includes the amount for which the services have been rendered but the other conditions of revenue recognition are not met, for example where the Company does not have the persuasive evidence of the arrangements.
Reimbursements of out-of-pocket expenses received from clients are included as part of revenues.

Payment terms
All Contracts entered into by the Company specify the payment terms. Usual payment terms range between 30 - 60 days. The Company does not have any extended payment terms clauses in existing contracts. At times the Company does enter into fixed price contracts and software licenses involving significant implementation wherein the milestones are defined such that the

11

EXLSERVICE HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
March 31, 2018
(In thousands, except share and per share amounts)

Company can recover the costs with a reasonable margin. The payment terms do not have any linkage to segment or types of contracts, as they are defined for each contract separately.

Variable Consideration
Variability in the transaction price arises primarily due to service level agreements, cost of living adjustments, and pre-payment and volume discounts.
The Company considers its experience with similar transactions and expectations regarding the contract in estimating the amount of variable consideration that should be recognized during a period.
The Company believes that the expected value method is most appropriate for determining the variable consideration since the company has large number of contracts with similar nature of transactions/services.

Allocation of transaction price to performance obligations
The transaction price is allocated to performance obligations on a relative standalone selling price basis. Standalone selling prices are estimated by reference to the total transaction price less the sum of the observable standalone selling prices of other goods or services promised in the contract.  In assessing whether to allocate variable consideration to a specific part of the contract, the Company considers the nature of the variable payment and whether it relates specifically to its efforts to satisfy a specific part of the contract.

Practical expedients and exemptions
We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

(f) Recent Accounting Pronouncements     
In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-02, Leases (Topic 842) which requires the identification of arrangements that should be accounted for as leases by lessees. In general, for lease arrangements exceeding a twelve month term, these arrangements must now be recognized as assets and liabilities on the balance sheet of the lessee. This ASU requires recording a right-of-use asset and lease obligation for all leases, whether operating or financing, while the income statement will reflect lease expense for operating leases and amortization/interest expense for financing leases. The balance sheet amount recorded for existing leases at the date of adoption of this ASU must be calculated using the applicable incremental borrowing rate at the date of adoption. The new guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements and the implementation approach to be used.
In June 2016, FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses, which requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is to be deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The new guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The amendment should be applied through a modified retrospective approach. Early adoption as of the fiscal years beginning after December 15, 2018 is permitted. The adoption of this ASU is not expected to have a material effect on the Company's consolidated financial statements.
    









12

EXLSERVICE HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
March 31, 2018
(In thousands, except share and per share amounts)

(g) Recently Adopted Accounting Pronouncements
In May 2014, FASB issued ASU No. 2014-09 (Topic 606) "Revenue from Contracts with Customers." Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (Topic 605), and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The Company adopted Topic 606 as of January 1, 2018 using the modified retrospective transition method. Refer to Note 4 to the unaudited consolidated financial statements for details.
In August 2016, FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. The amendments apply to all entities that are required to present a statement of cash flows under Topic 230. The amendments are an improvement to US GAAP because they provide guidance for each of the eight issues, thereby reducing the current and potential future diversity in practice. The amendments are effective for fiscal years beginning after December 15, 2017 and interim periods within those annual periods and should be applied using a retrospective transition method to each period presented. The Company has adopted the guidance retrospectively to each period presented. The adoption does not have any material effect on the presentation of its unaudited consolidated statements of cash flows.
In November 2016, FASB issued ASU No. 2016-18, Statement of cash flows (Topic 230) - Restricted cash. The amendments apply to all entities that have restricted cash or restricted cash equivalents and are required to present a statement of cash flows under Topic 230. The amendments in this update require that a statement of cash flows should explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The amendments are effective for fiscal years beginning after December 15, 2017 and interim periods within those annual periods and should be applied using a retrospective transition method to each period presented. Early adoption is permitted with an adjustment reflected as of the beginning of the fiscal year in which the amendment is adopted. The Company has adopted the guidance retrospectively to each period presented. The adoption does not have any material effect on the presentation of its unaudited consolidated statements of cash flows. Refer to Note 6 to the unaudited consolidated financial statements for details.
In January 2017, FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment, which eliminates Step 2 from the goodwill impairment test. A goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The ASU is effective for annual and interim periods in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed after January 1, 2017 and should be applied prospectively. The Company has adopted the guidance effective January 1, 2018. The adoption does not have any material effect on its unaudited consolidated financial statements.
In March, 2017, FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The ASU amends ASC 715, Compensation — Retirement Benefits, to require employers that present a measure of operating income in their statement of income to include only the service cost component of net periodic pension cost and net periodic post-retirement benefit cost in operating expenses (together with other employee compensation costs). The other components of net benefit cost, including amortization of prior service cost/credit, and settlement and curtailment effects, are to be included in non-operating expenses. The update also stipulates that only the service cost component of net benefit cost is eligible for capitalization. The amendments are effective for fiscal years beginning after December 15, 2017 and interim periods within those annual periods and should be applied using a retrospective transition method to each period presented. The Company has adopted the guidance retrospectively to each period presented. Refer to Note 2(c) and Note 19 to the unaudited consolidated financial statements for details.
In May 2017, FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. This ASU provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting. Modification accounting is required only if the fair value, the vesting conditions, or the classification of the award changes as a result of the change in terms or conditions. The amendments in this ASU are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for public business entities for reporting periods for which financial statements have not yet been issued. The amendments in this ASU should be applied prospectively to an award modified on or after the adoption date. The Company has adopted the guidance effective January 1, 2018. The adoption does not have any material effect on its unaudited consolidated financial statements.

13

EXLSERVICE HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
March 31, 2018
(In thousands, except share and per share amounts)

3. Segment and Geographical Information

The Company operates in the BPM industry and is a provider of operations management and analytics services. The Company has eight operating segments, which are strategic business units that align its products and services with how it manages its business, approaches its key markets and interacts with its clients. Six of those operating segments provide BPM or “operations management” services, which the Company organizes into industry-focused operating segments (Insurance, Healthcare, Travel, Transportation and Logistics, Banking and Financial Services, and Utilities) and one “capability” operating segment (Finance and Accounting) that provides services to clients in our industry-focused segments as well as clients across other industries. In each of these six operating segments, the Company provides operations management services, which typically involve transfer to the Company of the business operations of a client, after which it administers and manages those operations for its client on an ongoing basis. The remaining two operating segments are Consulting, which provides industry-specific transformational services related to operations management services, and the Analytics operating segment, which provides services that focus on driving improved business outcomes for clients by generating data-driven insights across all parts of their business.

The Company presents information for the following reportable segments:

Insurance
Healthcare
Travel, Transportation and Logistics (“TT&L”)
Finance and Accounting (“F&A”)
Analytics, and
All Other (consisting of the Company's remaining operating segments, which includes the Banking and Financial Services, Utilities and Consulting operating segments).

The chief operating decision maker (“CODM”) generally reviews financial information such as revenues, cost of revenues and gross profit, disaggregated by the operating segments to allocate an overall budget among the operating segments.

The Company does not allocate and therefore the CODM does not evaluate other operating expenses, interest expense or income taxes by segment. Many of the Company’s assets are shared by multiple operating segments. The Company manages these assets on a total Company basis, not by operating segment, and therefore asset information and capital expenditures by operating segment are not presented.
Revenues and cost of revenues for the three months ended March 31, 2018 and 2017, respectively, for each of the reportable segments, are as follows:
 
 
Three months ended March 31, 2018
 
Insurance
 
Healthcare
 
TT&L
 
F&A
 
All Other
 
Analytics
 
Total
 
 
Revenues, net
$
63,903

 
$
22,797

 
$
17,499

 
$
23,972

 
$
21,700

 
$
57,102

 
$
206,973

 
Cost of revenues (exclusive of depreciation and amortization)
42,427

 
17,242

 
10,443

 
14,729

 
15,185

 
38,075

 
138,101

 
Gross profit
$
21,476

 
$
5,555

 
$
7,056

 
$
9,243

 
$
6,515

 
$
19,027

 
$
68,872

 
Operating expenses
 
 
 
 
 
 
 
 
 
 
 
 
53,722

 
Foreign exchange gain, interest expense and other income, net
 
 
 
 
 
 
 
 
 
 
 
 
3,611

 
Income tax benefit
 
 
 
 
 
 
 
 
 
 
 
 
(4,453
)
 
Loss from equity-method investment
 
 
 
 
 
 
 
 
 
 
 
 
56

 
Net income
 
 
 
 
 
 
 
 
 
 
 
 
$
23,158



14

EXLSERVICE HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
March 31, 2018
(In thousands, except share and per share amounts)

 
 
Three months ended March 31, 2017
 
Insurance
 
Healthcare
 
TT&L
 
F&A
 
All Other
 
Analytics
 
Total
 
 
Revenues, net
$
55,921

 
$
18,932

 
$
17,043

 
$
21,014

 
$
21,116

 
$
49,007

 
$
183,033

 
Cost of revenues (exclusive of depreciation and amortization)*
38,030

 
12,309

 
10,138

 
12,426

 
14,413

 
31,756

 
119,072

 
Gross profit*
$
17,891

 
$
6,623

 
$
6,905

 
$
8,588

 
$
6,703

 
$
17,251

 
$
63,961

 
Operating expenses*
 
 
 
 
 
 
 
 
 
 
 
 
46,749

 
Foreign exchange gain, interest expense and other income, net*
 
 
 
 
 
 
 
 
 
 
 
 
3,136

 
Income tax expense
 
 
 
 
 
 
 
 
 
 
 
 
3,560

 
Net income
 
 
 
 
 
 
 
 
 
 
 
 
$
16,788


*The Company early adopted ASU 2017-12, Derivative and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities. Pursuant to this adoption, effective January 1, 2017, the resultant foreign exchange gain/(loss) upon settlement of cash flow hedges are recorded along with the underlying hedged item in the same income statement line as either part of “Cost of revenues”, “General and administrative expenses”, “Selling and marketing expenses”, "Depreciation and Amortization”, as applicable. Refer to Note 16 to the unaudited consolidated financial statements for details.

Net revenues of the Company by service type, were as follows:
 
Three months ended March 31,
 
2018
 
2017
BPM and related services (1)
$
149,871

 
$
134,026

Analytics services
57,102

 
49,007

Total
$
206,973

 
$
183,033


(1) BPM and related services include revenues of the Company's five industry-focused operating segments, one capability operating segment and consulting operating segment, which provides services related to operations management services. See reportable segment disclosure above.

The Company attributes the revenues to regions based upon the location of its customers.
 
Three months ended March 31,
 
2018
 
2017
Revenues, net
 
 
 
United States
$
171,198

 
$
150,281

Non-United States
 
 
 
United Kingdom
28,016

 
26,082

Rest of World
7,759

 
6,670

Total Non-United States
35,775

 
32,752

 
$
206,973

 
$
183,033








15

EXLSERVICE HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
March 31, 2018
(In thousands, except share and per share amounts)

Property and equipment, net by geographic area, were as follows:
 
As of
 
March 31, 2018
 
December 31, 2017
Property and equipment, net
 
 
 
India
$
37,469

 
$
39,143

United States
19,249

 
16,371

Philippines
7,301

 
8,217

Rest of World
3,729

 
3,026

 
$
67,748

 
$
66,757

4. Revenues, net
Adoption of ASU 2014-09 Topic 606, "Revenue from Contracts with Customers"
On January 1, 2018, the Company adopted Topic 606 using the modified retrospective method and applied its guidance to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historical accounting under Topic 605.The Company recorded a net addition to opening equity of $454 as of January 1, 2018 due to the cumulative impact of adopting Topic 606, primarily due to new contract acquisition costs.
The adoption of Topic 606 did not have a significant impact on the measurement or recognition of revenues during the three months ended March 31, 2018.
Refer to Note 3 to the unaudited consolidated financial statements for revenues disaggregated by reportable segments and geography.

Contract balances
The following table provides information about accounts receivable and contract liabilities from contracts with customers:
 
As of
March 31, 2018
 
December 31, 2017
Accounts Receivable, net
$
137,150

 
$
135,705

Contract Liabilities
 
 
 
     Deferred revenue
$
10,375

 
$
9,311


Accounts receivable includes $58,381 and $49,125 as of March 31, 2018 and December 31, 2017, respectively, representing amounts not billed to customers. The Company has accrued the unbilled receivables for work performed in accordance with the terms of contracts with customers and considers no significant performance risk associated with its unbilled receivables.
Contract liabilities represent deferred revenue on account of payments received in advance from customers and are included within current liabilities. Contract liabilities are recognized as revenue as (or when) we perform under the contract.
Revenue recognized in the reporting period that was included in the contract liabilities balance at the beginning of the period is $ 3,710 .

Contract acquisition costs
As of January 1, 2018, we capitalized $454 as contract acquisition costs related to contracts that were not completed. Further we capitalized an additional $672 and amortized $73 during the three months ended March 31, 2018. There was no impairment loss in relation to costs capitalized. The capitalized costs will be amortized on a straight line basis over the life of contract.


16

EXLSERVICE HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
March 31, 2018
(In thousands, except share and per share amounts)

5. Earnings Per Share
Basic earnings per share is computed by dividing net income to common stockholders by the weighted average number of common shares outstanding during each period. Diluted earnings per share is computed using the weighted average number of common shares plus the potentially dilutive effect of common stock equivalents (outstanding stock options, restricted stock and restricted stock units) issued and outstanding at the reporting date, using the treasury stock method. Stock options, restricted stock and restricted stock units that are anti-dilutive are excluded from the computation of weighted average shares outstanding.
The following table sets forth the computation of basic and diluted earnings per share:
 
Three months ended March 31,
 
2018
 
2017
Numerator:
 
 
 
Net income
$
23,158

 
$
16,788

Denominators:
 
 
 
Basic weighted average common shares outstanding
34,446,265

 
33,845,560

Dilutive effect of share based awards
856,661

 
1,263,322

Diluted weighted average common shares outstanding
35,302,926

 
35,108,882

Earnings per share attributable to ExlService Holdings Inc. stockholders:
 
 
 
Basic
$
0.67

 
$
0.50

Diluted
$
0.66

 
$
0.48

Weighted average potentially dilutive shares considered anti-dilutive and not included in computing diluted earnings per share
148,522

 
452,988

6. Cash, Cash Equivalents and Restricted Cash
For the purpose of unaudited statements of cash flows, cash, cash equivalents and restricted cash comprise of the following:
 
As of
 
March 31, 2018
 
March 31, 2017
Cash and cash equivalents
$
69,955

 
$
91,700

Restricted cash (current)
2,727

 
2,691

Restricted cash (non-current)
3,783

 
3,657

 
$
76,465

 
$
98,048


7. Other Income, net
Other income, net consists of the following:
 
Three months ended March 31,
 
2018
 
2017
Interest and dividend income
$
308

 
$
672

Gain on sale of mutual funds
3,133

 
1,783

Others, net
93

 
731

Other income, net
$
3,534

 
$
3,186



17

EXLSERVICE HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
March 31, 2018
(In thousands, except share and per share amounts)

8. Property and Equipment, net
Property and equipment, net consist of the following:

Estimated useful lives
 
As of

(Years)
 
March 31, 2018
 
December 31, 2017
Owned Assets:

 

 

Network equipment and computers
3-5
 
$
77,260

 
$
77,587

Software
3-5
 
61,160

 
59,325

Leasehold improvements
3-8
 
38,769

 
38,857

Office furniture and equipment
3-8
 
19,759

 
19,667

Motor vehicles
2-5
 
624

 
638

Buildings
30
 
1,220

 
1,245

Land
 
798

 
815

Capital work in progress
 
12,006

 
9,184



 
211,596

 
207,318

Less: Accumulated depreciation and amortization

 
(144,278
)
 
(141,059
)


 
$
67,318

 
$
66,259

Assets under capital leases:

 

 

Leasehold improvements

 
$
903

 
$
941

Office furniture and equipment

 
140

 
167

Motor vehicles

 
647

 
710



 
1,690

 
1,818

Less: Accumulated depreciation and amortization

 
(1,260
)
 
(1,320
)


 
$
430

 
$
498

Property and equipment, net

 
$
67,748

 
$
66,757

Capital work in progress represents advances paid towards acquisition of property and equipment and cost incurred to develop software not yet ready to be placed in service.
The depreciation and amortization expense excluding amortization of acquisition-related intangibles recognized in the consolidated statements of income was as follows:
 
Three months ended March 31,
 
2018
 
2017
Depreciation and amortization expense
$
6,557

 
$
5,874

Effective January 1, 2017, the depreciation and amortization expenses set forth above includes the effect of foreign exchange gain upon settlement of cash flow hedges, amounting to $151 and $54 for the three months ended March 31, 2018 and 2017, respectively. Refer to Note 16 to the unaudited consolidated financial statements for further details.




18

EXLSERVICE HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
March 31, 2018
(In thousands, except share and per share amounts)

Internally developed software costs, included under Software, was as follows:
 
As of
 
March 31, 2018
 
December 31, 2017
Internally Developed Software Cost
$
3,864

 
$
2,571

Less : Accumulated amortization
1,194

 
976

 
$
2,670

 
$
1,595


9. Business Combinations, Goodwill and Intangible Assets
Health Integrated, Inc.
On December 22, 2017 , a wholly owned subsidiary of the Company entered into an Asset Purchase Agreement to acquire substantially all the assets and assumed certain liabilities of Health Integrated, Inc. (“Health Integrated”), a company based in Tampa, Florida. The initial purchase price consisted of $22,577 in cash including working capital adjustment. The purchase agreement allows sellers the ability to earn up to $5,000 as earn-out, based on the achievement of certain performance goals by Health Integrated during the 2018 calendar year. The earn-out was fair valued at $920 as of December 31, 2017. As of March 31, 2018 the earn-out has been fair valued at Nil upon receipt of additional information which existed at the acquisition date, however, was gathered subsequently.
A portion of the purchase price otherwise payable was placed into escrow as security for the post-closing working capital adjustments and the indemnification obligations under the Asset Purchase Agreement.
Health Integrated is a Florida-based care management company that provides end-to-end analytics- and behavioral IP-enabled care management services including case management, utilization management, disease management, special needs programs, and multichronic care management on behalf of health plans. Health Integrated serves millions of lives in the Medicaid, Medicare, and dual eligible populations. It is known for its strong capabilities in improving member health status through behavioral change. Accordingly, the Company paid a premium for the acquisition, which is reflected in the goodwill recognized from the purchase price allocation. The acquisition of Health Integrated is included in the Healthcare reportable segment.
The Company is in the process of finalizing its allocation of purchase price to the net tangible and intangible assets. During the three months ended March 31, 2018, the Company gathered additional information subsequent to the closing date that affected the allocation of purchase price.
The below allocation is based on such additional information gathered:
 
 
Amount
Tangible Assets
 
$
5,475

Liabilities
 
(5,733
)
Identifiable Intangible Assets:
 
 
        Customer relationships
 
6,760

        Developed technology
 
1,510

        Trade names and trademarks
 
570

Goodwill
 
14,229

Total purchase price
 
$
22,811


The amount of goodwill recognized from the Health Integrated acquisition is deductible for tax purposes.

The customer relationships from the Health Integrated acquisition are being amortized over the weighted average useful life of 7.0 years and developed technology and trademarks are being amortized over the useful life of 1.0 year and 2.0 years , respectively.

19

EXLSERVICE HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
March 31, 2018
(In thousands, except share and per share amounts)

Goodwill
The following table sets forth details of the Company’s goodwill balance as of March 31, 2018 :
 
Insurance
 
Healthcare
 
TT&L
 
F&A
 
All Other
 
Analytics
 
Total
Balance as at January 1, 2017
$
38,110

 
$
19,276

 
$
12,983

 
$
47,537

 
$
5,326

 
$
63,538

 
$
186,770

Acquisitions

 
15,957

 

 

 

 

 
15,957

Currency translation adjustments
223

 

 
696

 
835

 

 

 
1,754

Balance as at December 31, 2017
$
38,333

 
$
35,233

 
$
13,679

 
$
48,372

 
$
5,326

 
$
63,538

 
$
204,481

Measurement period adjustments*
 
 
(1,728
)
 
 
 
 
 
 
 
 
 
(1,728
)
Currency translation adjustments
93

 

 
(232
)
 
(277
)
 

 

 
(416
)
Balance as at March 31, 2018
$
38,426

 
$
33,505

 
$
13,447

 
$
48,095

 
$
5,326

 
$
63,538

 
$
202,337


* Represents adjustments of $1,728 that have been identified during the three months ended March 31, 2018 to the provisional amounts of net tangible assets acquired and the earn-out with the corresponding offsets to goodwill. These adjustments are within the measurement period and have been accounted for prospectively. These adjustments did not have a significant impact on the Company’s unaudited consolidated statements of income, balance sheets or cash flows.

20

EXLSERVICE HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
March 31, 2018
(In thousands, except share and per share amounts)

Intangible Assets
Information regarding the Company’s intangible assets is set forth below:

As of March 31, 2018

Gross
Carrying Amount
 
Accumulated
Amortization
 
Net Carrying
Amount
Finite-lived intangible assets:


 


 


Customer relationships
$
82,218

 
$
(46,347
)
 
$
35,871

Leasehold benefits
2,831

 
(2,595
)
 
236

Developed technology
15,894

 
(9,731
)
 
6,163

Non-compete agreements
2,045

 
(1,820
)
 
225

Trade names and trademarks
5,959

 
(4,250
)
 
1,709

 
$
108,947

 
$
(64,743
)
 
$
44,204

Indefinite-lived intangible assets:
 
 
 
 
 
Trade names and trademarks
$
900

 
$

 
$
900

Total intangible assets
$
109,847

 
$
(64,743
)
 
$
45,104

 
As of December 31, 2017
 
Gross
Carrying Amount
 
Accumulated
Amortization
 
Net Carrying
Amount
Finite-lived intangible assets:
 
 
 
 
 
Customer relationships
$
82,165

 
$
(43,667
)
 
$
38,498

Leasehold benefits
2,888

 
(2,596
)
 
292

Developed technology
15,835

 
(8,749
)
 
7,086

Non-compete agreements
2,045

 
(1,780
)
 
265

Trade names and trademarks
5,951

 
(4,034
)
 
1,917

 
$
108,884

 
$
(60,826
)
 
$
48,058

Indefinite-lived intangible assets:
 
 
 
 
 
Trade names and trademarks
$
900

 
$

 
$
900

Total intangible assets
$
109,784

 
$
(60,826
)
 
$
48,958

The amortization expense for the period is as follows:
 
Three months ended March 31,
 
2018
 
2017
Amortization expense
$
3,947

 
$
3,498

The remaining weighted average life of intangible assets is as follows:
 
(in years)
Customer relationships
5.24
Leasehold benefits
1.17
Developed technology
3.06
Non-compete agreements
1.45
Trade names and trademarks (Finite lived)
4.28

21

EXLSERVICE HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
March 31, 2018
(In thousands, except share and per share amounts)


Estimated amortization of intangible assets during the next twelve months ending March 31,
2019
$
14,329

2020
11,150

2021
4,522

2022
3,887

2023
3,074

2024 and thereafter
7,242

Total
$
44,204


10. Investment in equity affiliate
On December 12, 2017, the Company acquired preferred stock in Corridor Platform Inc. (“Corridor”), a big data credit risk management platform for $3,000 . The Company has determined that based on its ownership interest and other rights, Corridor is an equity affiliate. The Company has the right and option to acquire additional preferred stock from Corridor as per the terms of the agreement. The Company's proportionate share of net loss for the three months ended March 31, 2018 was $56 .
11. Other current assets
Other current assets consist of the following:
 
As of
 
March 31, 2018
 
December 31, 2017
Derivative instruments
$
8,556

 
$
10,938

Advances to suppliers
2,547

 
2,451

Receivables from statutory authorities
9,107

 
7,598

Others
8,067

 
8,595

Other current assets
$
28,277

 
$
29,582

12. Accrued expenses and other current liabilities
Accrued expenses and other current liabilities consist of the following:
 
As of
 
March 31, 2018
 
December 31, 2017
Accrued expenses
$
42,401

 
$
43,235

Derivative instruments
1,909

 
555

Client liabilities
5,500

 
8,982

Other current liabilities
11,338

 
8,594

Accrued expenses and other current liabilities
$
61,148

 
$
61,366


22

EXLSERVICE HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
March 31, 2018
(In thousands, except share and per share amounts)

13. Other non-current liabilities
Other non-current liabilities consist of the following:
 
As of
 
March 31, 2018
 
December 31, 2017
Derivative instruments
$
1,950

 
$
322

Unrecognized tax benefits
892

 
892

Deferred rent
7,917

 
8,176

Retirement benefits
3,322

 
3,377

Other non-current liabilities
1,181

 
3,435

Non-current liabilities
$
15,262

 
$
16,202


14. Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss consists of amortization of actuarial gain/(loss) on retirement benefits and changes in the cumulative foreign currency translation adjustments. In addition, the Company enters into foreign currency exchange contracts, which are designated as cash flow hedges in accordance with ASC topic 815. Changes in the fair values of contracts are recognized in accumulated other comprehensive loss on the Company's consolidated balance sheet until the settlement of those contracts. The balances as of March 31, 2018 and December 31, 2017 are as follows:

 
As of
 
March 31, 2018
 
December 31, 2017
Cumulative foreign currency translation (loss)
$
(66,216
)
 
$
(58,405
)
Unrealized gain on cash flow hedges, net of taxes of $3,342 and $4,918, respectively
5,823

 
11,932

Retirement benefits, net of taxes of ($73) and ($74), respectively
723

 
763

Accumulated other comprehensive loss
$
(59,670
)
 
$
(45,710
)


23

EXLSERVICE HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
March 31, 2018
(In thousands, except share and per share amounts)

15. Fair Value Measurements
Assets and Liabilities Measured at Fair Value
The following table sets forth the Company’s assets and liabilities that were accounted for at fair value as of March 31, 2018 and December 31, 2017 . The table excludes accounts receivable, accounts payable and accrued expenses for which fair values approximate their carrying amounts.
As of March 31, 2018
Level 1
 
Level 2
 
Level 3
 
Total
Assets

 

 

 

Money market and mutual funds*
$
154,561

 
$

 
$

 
$
154,561

Derivative financial instruments

 
13,240

 

 
13,240

Total
$
154,561

 
$
13,240

 
$

 
$
167,801

Liabilities

 

 

 

Derivative financial instruments
$

 
$
3,859

 
$

 
$
3,859

Total
$

 
$
3,859

 
$

 
$
3,859



 

 

 

As of December 31, 2017
Level 1
 
Level 2
 
Level 3
 
Total
As of Assets

 

 

 

Money market and mutual funds*
$
162,906

 
$

 
$

 
$
162,906

Derivative financial instruments

 
18,298

 

 
18,298

Total
$
162,906

 
$
18,298

 
$

 
$
181,204

Liabilities

 

 

 

Derivative financial instruments
$

 
$
877

 
$

 
$
877

Fair value of earn-out consideration

 

 
920

 
920

Total
$

 
$
877

 
$
920

 
$
1,797

 
 
 
 
 
* Represents short-term investments carried on fair value option under ASC 825 “Financial Instruments” as of March 31, 2018 and December 31, 2017.
Derivative Financial Instruments: The Company’s derivative financial instruments consist of foreign currency forward exchange contracts. Fair values for derivative financial instruments are based on independent sources including highly rated financial institutions and are classified as Level 2. Refer to Note 16 to the unaudited consolidated financial statements for further details.
Fair value of earn-out consideration: The fair value measurement of earn-out consideration is determined using Level 3 inputs. The Company’s earn-out consideration represents a component of the total purchase consideration for its acquisition of Health Integrated. The measurement was calculated using unobservable inputs based on the Company’s own assessment of achievement of certain performance goals by Health Integrated during the 2018 calendar year. The earn-out was fair valued at $920 as of December 31, 2017. As of March 31, 2018, the earn-out has been fair valued at Nil upon receipt of additional information which existed at the acquisition date, however, was gathered subsequently.
16. Derivatives and Hedge Accounting
The Company uses derivative instruments and hedging transactions to mitigate exposure to foreign currency fluctuation risks associated with forecasted transactions denominated in certain foreign currencies and to minimize earnings and cash flow volatility associated with changes in foreign currency exchange rates. The Company’s derivative financial instruments are largely

24

EXLSERVICE HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
March 31, 2018
(In thousands, except share and per share amounts)

forward foreign exchange contracts that are designated as effective hedges and that qualify as cash flow hedges under ASC 815. The Company had outstanding cash flow hedges totaling $356,220 as of March 31, 2018 and $300,757 as of December 31, 2017.
Changes in the fair value of these cash flow hedges are recorded as a component of accumulated other comprehensive income/(loss), net of tax, until the hedged transactions occurs. The Company early adopted ASU 2017-12, Derivative and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities. Pursuant to this adoption, effective January 1, 2017, the resultant foreign exchange gain/(loss) are recorded along with the underlying hedged item in the same line of consolidated statements of income as either part of “Cost of revenues”, “General and administrative expenses”, “Selling and marketing expenses”, “Depreciation and amortization”, as applicable.
Prior to January 1, 2017, the resultant foreign exchange gain/(loss) on settlement of cash flow hedges and changes in the fair value of cash flow hedges deemed ineffective were recorded in “Foreign exchange gain, net” in the consolidated statements of income.
The Company also enters into foreign currency forward contracts to economically hedge its intercompany balances and other monetary assets and liabilities denominated in currencies other than functional currencies. These derivatives do not qualify as fair value hedges under ASC 815. Changes in the fair value of these derivatives are recognized in the unaudited consolidated statements of income and are included in foreign exchange gain/(loss). The Company’s primary exchange rate exposure is with the Indian Rupee, the U.K. Pound sterling and the Philippine peso. The Company also has exposure to Colombian pesos, Czech Koruna, the Euro, South African ZAR and other local currencies in which it operates. Outstanding foreign currency forward contracts amounted to $107,480 and GBP 16,976 as of March 31, 2018 and amounted to $98,967 and GBP 17,947 as of December 31, 2017.
The Company estimates that approximately $6,742 of net derivative gains included in accumulated other comprehensive loss (“AOCI”) could be reclassified into earnings within the next twelve months based on exchange rates prevailing as of March 31, 2018 . At March 31, 2018 , the maximum outstanding term of the cash flow hedges was 45 months.
The Company evaluates hedge effectiveness at the time a contract is entered into as well as on an ongoing basis. For hedging positions that are discontinued because the forecasted transaction is not expected to occur by the end of the originally specified period, any related amounts recorded in equity are reclassified to earnings.
The following tables set forth the fair value of the foreign currency exchange contracts and their location on the unaudited consolidated financial statements:
Derivatives designated as hedging instruments :
 
As of
Foreign currency exchange contracts
 
March 31, 2018
 
December 31, 2017
Other current assets
 
$
8,512

 
$
10,892

Other assets
 
$
4,684

 
$
7,360

Accrued expense and other current liabilities

 
$
1,770

 
$
481

Other non-current liabilities

 
$
1,950

 
$
322

 
 
 
 
 
Derivatives not designated as hedging instruments :
 
As of
Foreign currency exchange contracts
 
March 31, 2018
 
December 31, 2017
Other current assets
 
$
44

 
$
46

Accrued expense and other current liabilities

 
$
139

 
$
74





25

EXLSERVICE HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
March 31, 2018
(In thousands, except share and per share amounts)

The following tables set forth the effect of foreign currency exchange contracts on the unaudited consolidated statements of income and accumulated other comprehensive loss for the three months ended March 31, 2018 and 2017 :
 
 
Three months ended March 31,
Forward Exchange Contracts :
 
2018
 
2017
(Gain)/loss recognized in AOCI
 
 
 
 
Derivatives in cash flow hedging relationships
 
$
5,014

 
$
(9,029
)
 
 
 
 
 
(Gain)/loss recognized in unaudited consolidated statements of income
 
 
 
 
Derivatives not designated as hedging instruments
 
$
2,928

 
$
(2,622
)
Location and amount of (gain)/loss recognized in unaudited consolidated statements of income for cash flow hedging relationships and derivatives not designated as hedging instruments
 
 
Three months ended March 31,
 
 
2018
 
2017
 
 
As per unaudited consolidated statements of income
 
(Gain)/loss on foreign currency exchange contracts
 
As per unaudited consolidated statements of income
 
(Gain)/loss on foreign currency exchange contracts
Cash flow hedging relationships
 
 
 
 
 
 
 
 
Location in unaudited consolidated statements of income where (gain)/loss was reclassed from AOCI
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of revenues
 
$
138,101

 
$
(2,145
)
 
$
119,072

 
$
(730
)
General & administrative expenses
 
$
29,266

 
(331
)
 
$
24,037

 
(141
)
Selling & marketing expenses
 
$
13,952

 
(33
)
 
$
13,340

 
(18
)
Depreciation & amortization
 
$
10,504

 
(162
)
 
$
9,372

 
(41
)
 
 
 
 
$
(2,671
)
 
 
 
$
(930
)
 
 
 
 
 
 
 
 
 
Derivatives not designated as hedging instruments
 
 
 
 
 
 
 
 
Location in unaudited consolidated statements of income where (gain)/loss was recognized