WNS Announces Third Quarter Fiscal 2010 Earnings; Reaffirms Net Revenue and Adjusted Net Income Guidance for Fiscal 2010

WNS Announces Third Quarter Fiscal 2010 Earnings; Reaffirms Net Revenue and Adjusted Net Income Guidance for Fiscal 2010

Gurgaon, Haryana, January 22, 2010 /India PRwire/ -- Quarterly Revenue Increases 11.3%; Revenue Less Repair Payments Declines 2.8% Over the Corresponding Quarter in the Prior Fiscal Year; Group CEO Neeraj Bhargava to Step Down January 31, 2010

NEW YORK, NY and MUMBAI, INDIA--(Marketwire - January 21, 2010) - WNS (Holdings) Limited (WNS) (NYSE: WNS), a leading provider of global business process outsourcing (BPO) services, today announced results for the fiscal third quarter 2010 ended December 31, 2009 and reaffirmed its fiscal 2010 guidance of revenue less repair payments (or net revenues) of more than $390 million. It also reaffirmed its fiscal 2010 guidance of adjusted net income (ANI) (or net income attributable to WNS shareholders excluding amortization of intangible assets, share-based compensation, related fringe benefit tax and loss attributable to non-controlling interest) of more than $52 million.

Revenue for the fiscal third quarter 2010 of $149.1 million represented an increase of 11.3% over the corresponding quarter in the prior fiscal year, while revenue less repair payments at $96.8 million, declined by 2.8% over the corresponding period in the prior fiscal year. The revenue less repair payments decline was largely the result of the decline in transaction volumes in the travel and insurance segments and the second year pricing terms of the Aviva Global Services (AGS) contract.

As a result, net income attributable to WNS shareholders for the fiscal third quarter 2010 was $0.3 million compared to $2.1 million during the corresponding quarter in the prior fiscal year. Similarly, adjusted net income was $11.1 million, a decline of 13.5% compared to the corresponding quarter in the prior year. Net income and adjusted net income results also reflected $1 million in costs associated with the unwinding of interest rate swaps from a $15 million prepayment WNS made on its term loan in January 2010.

"As a result of this year's sales and expansion activity, despite a challenging quarter, our longer term growth prospects look strong and we are reaffirming that we will beat the top end of our original guidance range for fiscal 2010 on net revenues and ANI," said Neeraj Bhargava, Group Chief Executive Officer.

WNS recorded basic income per ADS of $0.01 for fiscal third quarter 2010. Adjusted basic income per ADS (or net income per ADS attributable to WNS shareholders excluding amortization of intangible assets, share-based compensation, related fringe benefit tax and loss attributable to non-controlling interest) was $0.26 for the quarter, a decline of 14.8% from the corresponding quarter last year.

"We are in the ramp up stage for recent sales, and our pipeline is strong," said Anup Gupta, Group Chief Operating Officer. "While this resulted in some pressure on our margins in the third quarter, the fourth quarter should benefit from the expansion of our client base. Our operations remain on track, which we demonstrated by achieving the fifth straight quarter of adjusted operating margins of above 18 percent."

The Board of Directors also announced today that on January 31, 2010, Neeraj Bhargava, Group Chief Executive Officer, will step down from his post, as previously stated. He will remain as a strategic advisor. The Board will be making an announcement about WNS leadership shortly.

Financial Highlights: Fiscal Third Quarter Ended December 31, 2009

  • Quarterly revenue of $149.1 million, up 11.3% from the corresponding quarter last year.
  • Quarterly revenue less repair payments of $96.8 million, down 2.8% from the corresponding quarter last year.
  • Quarterly net income attributable to WNS shareholders of $0.3 million compared to $2.1 million from the corresponding quarter last year.
  • Quarterly adjusted net income (or net income attributable to WNS shareholders excluding amortization of intangible assets, share-based compensation, related fringe benefit tax and loss attributable to non-controlling interest) of $11.1 million, down 13.5% from the corresponding quarter last year.
  • Quarterly basic income per ADS of $0.01, compared with $0.05 for the corresponding quarter last year.
  • Quarterly adjusted basic income per ADS (or net income attributable to WNS shareholders per share excluding amortization of intangible assets, share-based compensation, related fringe benefit tax and loss attributable to non-controlling interest) of $0.26, down $0.04 or 14.8% from the corresponding quarter last year.

Reconciliations of non-GAAP financial measures to GAAP operating results are included at the end of this release.

Fiscal 2010 Guidance

WNS reaffirmed its revenue less repair payments and adjusted net income guidance for the fiscal year ending March 31, 2010, based on current exchange rate trends:

  • Revenues less repair payments of more than $390 million for the fiscal year.
  • Adjusted net income (or net income attributable to WNS shareholders excluding amortization of intangible assets, share-based compensation, related fringe benefit tax and loss attributable to non-controlling interest) of more than $52 million for the fiscal year (excluding any charges for the unwinding of interest rate swaps).

"Despite volatility in the exchange rates and volume pressure in our travel and insurance-related businesses, we are able to reaffirm our net revenue and ANI guidance," said Alok Misra, Group Chief Financial Officer. "Our cash flows remained strong this quarter. In prepaying $15 million on our term loan in early January, we have amply demonstrated our ability to generate free cash. This prepayment will also lead to lower interest expense and improve profitability."

Conference Call

WNS will host a conference call on January 21, 2010 at 8:00 am (EST) to discuss the company's quarterly results. To participate in the call, please use the following details: +1-800-884-5695; international dial-in +1-617-786-2960; participant passcode 59398539. A replay will be available for one week following the call at +1-888-286-8010; international dial-in +1-617-801-6888; passcode 64880117, as well as on the WNS website, www.wns.com, beginning two hours after the end of the call.

Notes to Editor

About WNS

WNS (Holdings) Limited (NYSE: WNS) is a leading global business process outsourcing company. Deep industry and business process knowledge, a partnership approach, comprehensive service offering and a proven track record enables WNS to deliver business value to some of the leading companies in the world. WNS is passionate about building a market-leading company valued by our clients, employees, business partners, investors and communities. For more information, visit www.wns.com.

About Non-GAAP Financial Measures

For financial statement reporting purposes, the company has two reportable segments: WNS Global BPO and WNS Auto Claims BPO. In the auto claims segment, which includes WNS Assistance and Chang Limited, WNS provides claims-handling and accident-management services, in which it arranges for automobile repairs through a network of third-party repair centers. In its accident-management services, WNS acts as the principal in dealings with the third-party repair centers and clients.

In order to provide accident-management services, the Company arranges for the repair through a network of repair centers. Repair costs are invoiced to customers. Amounts invoiced to customers for repair costs paid to the automobile repair centers are recognized as revenue. The Company uses revenue less repair payments for "fault" repairs as a primary measure to allocate resources and measure segment performance. Revenue less repair payments is a non-GAAP measure which is calculated as revenue less payments to repair centers. For "non fault repairs," revenue including repair payments is used as a primary measure. As the Company provides a consolidated suite of accident management services including credit hire and credit repair for its "Non fault" repairs business, the Company believes that measurement of that line of business has to be on a basis that includes repair payments in revenue.

The Company believes that the presentation of this non-GAAP measure in the segmental information provides useful information for investors regarding the segment's financial performance. The presentation of this non-GAAP information is not meant to be considered in isolation or as a substitute for the Company's financial results prepared in accordance with US GAAP.

Safe Harbor Statement under the provisions of the United States Private Securities Litigation Reform Act of 1995

These forward-looking statements are based on our current expectations, assumptions, estimates and projections about our Company and our industry. The forward-looking statements are subject to various risks and uncertainties. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "anticipate," "believe," "estimate," "expect," "intend," "will," "project," "seek," "should" and similar expressions. Those statements include, among other things, the discussions of our business strategy and expectations concerning our future financial performance, including our fiscal 2010 guidance and future profitability; our run rate for the fiscal 2010 fourth quarter and into fiscal 2010; our ability to generate free cash; and our future operations. We caution you that reliance on any forward-looking statement involves risks and uncertainties, and that although we believe that the assumptions on which our forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and, as a result, the forward-looking statements based on those assumptions could be materially incorrect. These factors include but are not limited to worldwide economic and business conditions; political or economic instability in the jurisdictions where we have operations; regulatory, legislative and judicial developments; our ability to attract and retain clients technological innovation; telecommunications or technology disruptions; future regulatory actions and conditions in our operating areas; our dependence on a limited number of clients in a limited number of industries; our ability to expand our business or effectively manage growth; our ability to hire and retain enough sufficiently trained employees to support our operations; negative public reaction in the US or the UK to offshore outsourcing; increasing competition in the BPO industry; our ability to successfully grow our revenue, expand our service offerings and market share and achieve accretive benefits from our acquisition of Aviva Global Services Singapore Pte. Ltd. (which we have renamed as WNS Customer Solutions (Singapore) Private Limited following our acquisition), or Aviva Global, and our master services agreement with Aviva Global Services (Management Services) Private Limited; and our ability to successfully consummate strategic acquisitions. These and other factors are more fully discussed in our annual report on Form 20-F for the fiscal year ended March 31, 2009 filed with the U.S. Securities and Exchange Commission which is available at www.sec.gov. In light of these and other uncertainties, you should not conclude that we will necessarily achieve any plans, objectives or projected financial results referred to in any of the forward-looking statements. Except as required by law, we do not undertake to release revisions of any of these forward-looking statements to reflect future events or circumstances.

References to "$" and "USD" refer to United States dollars, the legal currency of the United States; references to "GBP" refer to the British Pound, the legal currency of Britain; and references to "INR" refer to Indian Rupees, the legal currency of India.

WNS (HOLDINGS) LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(Amounts in thousands, except share and per share data)

Three months ended Nine months ended

December 31, December 31,

--------------------------------------------------

2009 2008 2009 2008

--------------------------------------------------

Revenue

Third parties $ 146,912 $ 133,289 $ 434,337 $ 404,250

Related parties 2,202 721 4,519 2,501

----------- ----------- ----------- -----------

149,114 134,010 438,856 406,751

Cost of revenue (a) 113,956 97,030 329,604 310,429

----------- ----------- ----------- -----------

Gross profit 35,158 36,980 109,252 96,322

Operating expenses:

Selling, general and

administrative

expenses (a) 20,584 18,902 63,448 58,403

Amortization of

intangible assets 8,088 7,419 24,369 16,900

----------- ----------- ----------- -----------

Operating income 6,486 10,659 21,435 21,019

Other expense, net 2,948 4,113 7,830 5,901

Interest expense 3,505 3,955 11,066 7,322

----------- ----------- ----------- -----------

Income before income

taxes 33 2,591 2,539 7,796

Provision for income

taxes 64 705 618 2,344

----------- ----------- ----------- -----------

Consolidated net

income (loss) (31) 1,886 1,921 5,452

Less: Net loss

attributable to

non controlling

interest (374) (180) (844) (180)

----------- ----------- ----------- -----------

Net income attributable

to WNS (Holdings)

Limited shareholders $ 343 $ 2,066 $ 2,765 $ 5,632

=========== =========== =========== ===========

Earnings per share

of ordinary shares

Basic $ 0.01 $ 0.05 $ 0.06 $ 0.13

Diluted $ 0.01 $ 0.05 $ 0.06 $ 0.13

Basic weighted average

ordinary shares

outstanding 43,198,212 42,572,600 42,958,704 42,497,209

Diluted weighted

average

ordinary shares

outstanding 44,755,997 42,953,582 44,255,462 43,213,936

Note:

(a) Includes the

following share-based

compensation amounts:

Cost of revenue $ 714 $ 893 $ 2,766 $ 2,681

Selling, general and

administrative

expenses $ 2,378 $ 2,612 $ 7,951 $ 7,349

Reconciliation of revenue less repair payments (non-GAAP) to revenue (GAAP)

Amount in

thousands

Three months ended Nine months ended

-----------------------------------------------------

December 31, December 31, December 31, December 31,

2009 2008 2009 2008

-----------------------------------------------------

Revenue less

repair payments

(Non-GAAP) $ 96,772 $ 99,607 $ 295,464 $ 290,831

Add: Payments to

repair centers 52,342 34,403 143,392 115,920

Revenue (GAAP) $ 149,114 $ 134,010 $ 438,856 $ 406,751

Reconciliation of cost of revenue (non-GAAP to GAAP)

Amount in

thousands

Three months ended Nine months ended

-----------------------------------------------------

December 31, December 31, December 31, December 31,

2009 2008 2009 2008

-----------------------------------------------------

Cost of revenue

(excluding share-

based compensation

expense)

(Non-GAAP) $ 60,900 $ 61,734 $ 183,446 $ 191,828

Add: Payments to

repair centers 52,342 34,403 143,392 115,920

Add: Share-based

compensation expense 714 893 2,766 2,681

Cost of revenue

(GAAP) $ 113,956 $ 97,030 $ 329,604 $ 310,429

Reconciliation of selling, general and administrative expense (non-GAAP to

GAAP)

Amount in

thousands

Three months ended Nine months ended

-----------------------------------------------------

December 31, December 31, December 31, December 31,

2009 2008 2009 2008

-----------------------------------------------------

Selling, general

and administrative

expenses (excluding

share-based

compensation

expense and related

FBT(1)) (Non-GAAP) $ 18,206 $ 16,206 $ 55,038 $ 50,439

Add: Share-based

compensation expense 2,378 2,612 7,951 7,349

Add: Related FBT(1) - 84 459 615

Selling, general and

administrative

expenses (GAAP) $ 20,584 $ 18,902 $ 63,448 $ 58,403

1. FBT means the fringe benefit taxes on options and restricted share

units granted to employees under the WNS 2002 Stock Incentive Plan and

the WNS 2006 Incentive Award Plan (as applicable) payable by WNS to the

Government of India. In August 2009, the Government of India passed the

Finance (No.2) Bill, 2009 which withdrew the levy of FBT.

Reconciliation of operating income (non-GAAP to GAAP)

Amount in

thousands

Three months ended Nine months ended

-----------------------------------------------------

December 31, December 31, December 31, December 31,

2009 2008 2009 2008

-----------------------------------------------------

Adjusted operating

income (excluding

amortization of

intangible assets,

share-based

compensation and

related FBT(1))

(Non-GAAP) $ 17,666 $ 21,667 $ 56,980 $ 48,564

Less: Amortization

of intangible assets 8,088 7,419 24,369 16,900

Less: Share-based

compensation expense 3,092 3,505 10,717 10,030

Less: Related FBT(1) - 84 459 615

Operating income

(GAAP) $ 6,486 $ 10,659 $ 21,435 $ 21,019

Reconciliation of net income attributable to WNS shareholders (non-GAAP to

GAAP)

Amount in

thousands

Three months ended Nine months ended

-----------------------------------------------------

December 31, December 31, December 31, December 31,

2009 2008 2009 2008

-----------------------------------------------------

Adjusted net

income (excluding

amortization of

intangible assets,

share-based

compensation expense,

related FBT(1) and

loss attributable to

noncontrolling

interest)

(Non-GAAP) $ 11,149 $ 12,894 $ 37,466 $ 32,997

Less: Amortization

of intangible assets 8,088 7,419 24,369 16,900

Less: Share-based

compensation expense 3,092 3,505 10,717 10,030

Less: Related FBT(1) - 84 459 615

Add: Loss attributable

to noncontrolling

interest 374 180 844 180

Net income attributable

to WNS (Holdings)

Limited

shareholders

(GAAP) $ 343 $ 2,066 $ 2,765 $ 5,632

1. FBT means the fringe benefit taxes on options and restricted share

units granted to employees under the WNS 2002 Stock Incentive Plan and

the WNS 2006 Incentive Award Plan (as applicable) payable by WNS to the

Government of India. In August 2009, the Government of India passed the

Finance (No.2) Bill, 2009 which withdrew the levy of FBT.

Reconciliation of basic income per ADS (non-GAAP to GAAP)

Three months ended Nine months ended

-----------------------------------------------------

December 31, December 31, December 31, December 31,

2009 2008 2009 2008

-----------------------------------------------------

Basic adjusted net

income per ADS

(excluding

amortization of

intangible assets,

share-based

compensation expense,

related FBT(1) and

loss attributable

to noncontrolling

interest)

(Non-GAAP) $ 0.26 $ 0.30 $ 0.87 $ 0.78

Less: Adjustments

for amortization of

intangible assets,

share-based

compensation expense,

related FBT(1) and

loss attributable

to noncontrolling

interest 0.25 0.25 0.81 0.65

Basic income per

ADS (GAAP) $ 0.01 $ 0.05 $ 0.06 $ 0.13

Reconciliation of diluted income per ADS (non-GAAP to GAAP)

Three months ended Nine months ended

-----------------------------------------------------

December 31, December 31, December 31, December 31,

2009 2008 2009 2008

-----------------------------------------------------

Diluted adjusted

net income per ADS

(excluding

amortization of

intangible assets,

share-based

compensation expense,

related FBT(1) and

loss attributable

to noncontrolling

interest)

(Non-GAAP) $ 0.25 $ 0.30 $ 0.85 $ 0.76

Less: Adjustments

for amortization of

intangible assets,

share-based

compensation expense,

related FBT(1) and

loss attributable

to noncontrolling

interest 0.24 0.25 0.79 0.63

Diluted income per

ADS (GAAP) $ 0.01 $ 0.05 $ 0.06 $ 0.13

1. FBT means the fringe benefit taxes on options and restricted share

units granted to employees under the WNS 2002 Stock Incentive Plan and

the WNS 2006 Incentive Award Plan (as applicable) payable by WNS to the

Government of India. In August 2009, the Government of India passed the

Finance (No.2) Bill, 2009 which withdrew the levy of FBT.

WNS (HOLDINGS) LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share and per share data)

December 31, March 31,

2009 2009

------------ ------------

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents $ 59,519 $ 38,931

Bank deposits and marketable securities -- 8,925

Accounts receivable, net 61,387 61,257

Accounts receivable -- related parties 840 64

Funds held for clients 7,900 5,379

Employee receivables 1,585 745

Prepaid expenses 2,499 2,082

Prepaid income taxes 6,763 5,768

Deferred tax assets 1,219 1,743

Other current assets 28,416 38,647

============ ============

Total current assets 170,128 163,541

Goodwill 91,126 81,679

Intangible assets, net 196,446 217,372

Property and equipment, net 53,835 55,992

Other assets 9,767 11,449

Deposits 6,896 6,309

Deferred tax assets 24,980 15,584

============ ============

TOTAL ASSETS $ 553,178 $ 551,926

============ ============

LIABILITIES AND EQUITY

Current liabilities:

Account payable $ 24,484 $ 30,879

Accounts payable -- related parties -- 42

Current portion of long term debt 55,000 45,000

Short term line of credit -- 4,331

Accrued employee cost 26,580 23,754

Deferred revenue 3,745 5,583

Income taxes payable 4,439 3,995

Accrued expenses 43,579 31,194

Other current liabilities 20,917 22,932

============ ============

Total current liabilities 178,744 167,710

Long term debt 115,000 155,000

Deferred revenue 3,572 3,561

Other liabilities 4,317 1,967

Accrued pension liability 3,439 2,570

Deferred tax liabilities 9,299 9,946

Derivative contracts 8,784 23,163

============ ============

TOTAL LIABILITIES 323,155 363,917

Commitments and contingencies

December 31, March 31,

2009 2009

------------ ------------

(Unaudited)

WNS (Holdings) Limited shareholders' equity:

Ordinary shares, $0.16 (10 pence) par value,

authorized: 50,000,000 shares; Issued and

outstanding: 43,311,123 and 42,607,403

shares, respectively 6,780 6,667

Ordinary shares subscribed: 2,222 and nil

shares, respectively 5 --

Additional paid-in capital 196,555 184,122

Retained earnings 49,682 46,917

Accumulated other comprehensive loss (22,868)

(49,710)

------------ ------------

WNS (Holdings) Limited shareholders'

equity 230,154 187,996

Noncontrolling interest (131) 13

------------ ------------

Total equity 230,023 188,009

------------ ------------

TOTAL LIABILITIES AND EQUITY $ 553,178 $ 551,926

============ ============

WNS (HOLDINGS) LIMITED

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

(Amounts in thousands)

Nine months ended

December 31,

----------------------

2009 2008

Cash flows from operating activities

Net cash provided by operating activities $ 46,725 $ 40,441

Cash flows from investing activities

Acquisitions, net of cash received (1,461) (291,225)

Facility and property cost (8,920) (16,800)

Proceeds from sale of assets, net 576 219

Marketable securities and deposits sold, net 9,455 7,687

---------- ----------

Net cash used in investing activities (350) (300,119)

---------- ----------

Cash flows from financing activities

Proceeds from exercise of stock options 1,671 1,103

Excess tax benefits from share-based compensation 1,222 1,544

Proceeds from issue of shares by subsidiary to non

controlling interest 698 --

Repayment of long term debt (30,000) --

Payment of debt issuance cost (87) --

Proceeds from long term debt, net -- 199,438

Short term borrowing - related parties 700 --

Repayment of short term borrowings, net (4,853) (1,263)

Principal payments under capital leases (58) (182)

---------- ----------

Net cash (used in) provided by financing

activities (30,707) 200,640

---------- ----------

Effect of exchange rate changes on cash and cash

equivalents 4,920 (7,032)

Net change in cash and cash equivalents 20,588 (66,070)

Cash and cash equivalents at beginning of period 38,931 102,698

---------- ----------

Cash and cash equivalents at end of period $ 59,519 $ 36,628

========== ==========

Other key information

Operating margin (Operating Income as a Percentage of Revenue) (GAAP)

Three months ended Nine months ended

------------------------------------------

December December December December

31, 2009 31, 2008 31, 2009 31, 2008

------------------------------------------

Adjusted operating margin

(Adjusted operating income as

a percentage of Revenue less

repair payments) (Non-GAAP) 18.3% 21.8% 19.3% 16.7%

Operating margin (Operating

income as a percentage of

Revenue) (GAAP) 4.3% 8.0% 4.9% 5.2%

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