UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~September~~June 30, ~~2019~~2020

☐ 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 001-33625

VIRTUSA CORPORATION

(Exact Name of Registrant as Specified in Its Charter)


Delaware				04-3512883
(State or Other Jurisdiction of				(I.R.S. Employer
Incorporation or Organization)				Identification Number)

~~132 Turnpike Rd~~

~~Southborough~~, ~~Massachusetts~~~~01772~~

~~(Address of principal executive office)~~

132 Turnpike Rd
Southborough, Massachusetts
(Address of principal executive offices)
01772
(Zip Code)

(508) 389-7300

(~~Address, Including Zip Code, and~~ Telephone Number,

Including Area Code, ~~of Registrant’s Principal Executive Offices)~~)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Common Stock, $0.01 par value per share

Trading Symbol(s)

VRTU

Name of each exchange on which registered
The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☒		Accelerated Filer ☐

Non-Accelerated Filer ☐		Smaller reporting company ☐
		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s class of common stock, as of ~~November 5, 2019:~~July 27, 2020:


Class		Number of Shares
Common Stock, par value $.01 per share		~~29,843,672~~30,246,972

Table of Contents

Virtusa Corporation and Subsidiaries


		Page

PART I. FINANCIAL INFORMATION		3
Item 1.	Consolidated Financial Statements (Unaudited)	3
	Consolidated Balance Sheets at ~~September~~June 30, ~~2019~~2020 and March 31, ~~2019~~2020	3
	Consolidated Statements of Income (Loss) for the Three ~~and Six~~ Months Ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019	4
	Consolidated Statements of Comprehensive Income (Loss) for the Three ~~and Six~~ Months Ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019	5
	Consolidated Statements of Stockholder’s Equity for the Three ~~and Six~~ Months Ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019	6
	Consolidated Statements of Cash Flows for the ~~Six~~Three Months Ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019	87
	Notes to Consolidated Financial Statements	109
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3029
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4543
Item 4.	Controls and Procedures	4644
PART II. OTHER INFORMATION		4845
Item 1.	Legal Proceedings	4845
Item 1A.	Risk Factors	4845
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4845
Item 6.	Exhibits	5046
SIGNATURES		5147

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (Unaudited)

Virtusa Corporation and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

(In thousands, except share and per share amounts)

			��
	September 30, 2019			March 31, 2019		June 30, 2020		March 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	183,372		$	189,676	$	285,277	$	290,837
Short-term investments		14,908			33,138		4,035		9,785
Accounts receivable, net of allowance of $1,281 and $2,253 at September 30, 2019 and March 31, 2019, respectively		155,510			162,396
Accounts receivable, net of allowance of $1,401 and $1,541 at June 30, 2020 and March 31, 2020, respectively							141,358		148,950
Unbilled accounts receivable		113,683			113,431		91,880		137,839
Prepaid expenses		52,736			42,314		62,405		55,574
Restricted cash		233			351		324		659
Asset held for sale		8,844			8,978		8,281		8,334
Other current assets		32,862			29,967		30,954		29,214
Total current assets		562,148			580,251		624,514		681,192
Property and equipment, net		111,412			119,865		99,323		101,250
Operating lease right-of-use assets		50,933			—		44,602		48,684
Investments accounted for using equity method		1,474			1,446		1,321		1,336
Long-term investments		198			322		7		4
Deferred income taxes		29,735			28,770		30,739		30,225
Goodwill		277,061			279,543		291,743		296,493
Intangible assets, net		101,330			92,440		126,767		130,903
Other long-term assets		39,895			29,836		44,589		46,980
Total assets	$	1,174,186		$	1,132,473	$	1,263,605	$	1,337,067
Liabilities, Series A Convertible Preferred Stock, Redeemable noncontrolling interest and Stockholders’ equity
Liabilities, Series A Convertible Preferred Stock, and Stockholders’ equity
Current liabilities:
Accounts payable	$	35,032		$	46,471	$	43,097	$	38,537
Accrued employee compensation and benefits		72,506			74,801		55,775		79,373
Deferred revenue		6,887			6,421		10,823		8,054
Accrued expenses and other		66,910			70,050		92,763		95,124
Current portion of long-term debt		14,532			11,407		17,192		16,043
Operating lease liabilities		10,882			—		11,605		11,543
Income taxes payable		5,184			4,844		4,024		3,233
Total current liabilities		211,933			213,994		235,279		251,907
Deferred income taxes		15,271			15,824		15,806		16,067
Operating lease liabilities, noncurrent		44,535			—		38,773		41,697
Long-term debt, less current portion		369,992			351,320		419,205		480,154
Long-term liabilities		27,815			29,824		43,876		42,475
Total liabilities		669,546			610,962		752,939		832,300
Commitments and contingencies
Series A Convertible Preferred Stock: par value $0.01 per share, 108,000 shares authorized, 108,000 shares issued and outstanding at September 30, 2019 and March 31, 2019; redemption amount and liquidation preference of $108,000 at September 30, 2019 and March 31, 2019		107,243			107,161
Redeemable noncontrolling interest		—			23,576
Series A Convertible Preferred Stock: par value $0.01 per share, 108,000 shares authorized, 108,000 shares issued and outstanding at June 30, 2020 and March 31, 2020; redemption amount and liquidation preference of $108,000 at June 30, 2020 and March 31, 2020							107,367		107,326
Stockholders’ equity:
Undesignated preferred stock, $0.01 par value; Authorized 5,000,000 shares at September 30, 2019 and March 31, 2019; zero shares issued and outstanding at September 30, 2019 and March 31, 2019, respectively		—			—
Common stock, $0.01 par value; Authorized 120,000,000 shares at September 30, 2019 and March 31, 2019; issued 33,224,132 and 33,012,775 shares at September 30, 2019 and March 31, 2019, respectively; outstanding 29,838,568 and 30,132,776 shares at September 30, 2019 and March 31, 2019, respectively		332			330
Treasury stock, 3,385,564 and 2,879,999 common shares, at cost, at September 30, 2019 and March 31, 2019, respectively		(58,332)			(39,652)
Undesignated preferred stock, $0.01 par value; Authorized 5,000,000 shares at June 30, 2020 and March 31, 2020							—		—
Common stock, $0.01 par value; Authorized 120,000,000 shares at June 30, 2020 and March 31, 2020; issued 33,632,544 and 33,518,389 shares at June 30, 2020 and March 31, 2020, respectively; outstanding 30,246,980 and 30,132,825 shares at June 30, 2020 and March 31, 2020, respectively							336		335
Treasury stock, 3,385,564 common shares, at cost, at June 30, 2020 and March 31, 2020							(58,332)		(58,332)
Additional paid-in capital		248,284			239,204		248,631		246,862
Retained earnings		261,040			250,279		293,638		293,831
Accumulated other comprehensive loss		(69,055)			(59,387)		(80,974)		(85,255)
Total Virtusa stockholders’ equity		382,269			390,774
Noncontrolling interest in subsidiaries		15,128			—
Total Stockholders' equity		397,397			390,774		403,299		397,441
Total liabilities, Series A convertible preferred stock, redeemable noncontrolling interest and stockholders’ equity	$	1,174,186		$	1,132,473
Total liabilities, Series A convertible preferred stock, and stockholders’ equity						$	1,263,605	$	1,337,067

See accompanying notes to unaudited consolidated financial statement

Table of Contents

Virtusa Corporation and Subsidiaries

Consolidated Statements of Income (Loss)

(Unaudited)

(In thousands, except per share amounts)


	Three Months Ended				Six Months Ended				Three Months Ended
	September 30,				September 30,				June 30,
	2019		2018		2019		2018		2020		2019
Revenue	$	328,501	$	305,520	$	647,525	$	605,551	$	301,064	$	319,024
Costs of revenue		238,584		216,346		473,319		432,827		232,460		234,735
Gross profit		89,917		89,174		174,206		172,724		68,604		84,289
Operating expenses:
Selling, general and administrative expenses		70,682		75,155		141,543		144,781		61,449		70,861
Income from operations		19,235		14,019		32,663		27,943		7,155		13,428
Other income (expense):
Interest income		551		589		1,224		1,353		276		673
Interest expense		(4,835)		(4,514)		(9,743)		(8,768)		(5,299)		(4,908)
Foreign currency transaction losses, net		(3,437)		(9,355)		(2,235)		(20,113)
Foreign currency transaction gains (losses), net										(1,241)		1,202
Other, net		564		819		928		1,443		307		364
Total other expense		(7,157)		(12,461)		(9,826)		(26,085)		(5,957)		(2,669)
Income before income tax expense (benefit)		12,078		1,558		22,837		1,858
Income tax expense (benefit)		4,830		(402)		9,569		5,463
Net income (loss)		7,248		1,960		13,268		(3,605)
Income before income tax expense										1,198		10,759
Income tax expense										304		4,739
Net income										894		6,020
Less: net income attributable to noncontrolling interests, net of tax		146		455		332		1,186		—		186
Net income (loss) available to Virtusa stockholders		7,102		1,505		12,936		(4,791)
Net income available to Virtusa stockholders										894		5,834
Less: Series A Convertible Preferred Stock dividends and accretion		1,088		1,088		2,175		2,175		1,087		1,087
Net income (loss) available to Virtusa common stockholders	$	6,014	$	417	$	10,761	$	(6,966)	$	(193)	$	4,747
Basic earnings (loss) per share available to Virtusa common stockholders	$	0.20	$	0.01	$	0.36	$	(0.23)	$	(0.01)	$	0.16
Diluted earnings (loss) per share available to Virtusa common stockholders	$	0.20	$	0.01	$	0.35	$	(0.23)	$	(0.01)	$	0.15

See accompanying notes to unaudited consolidated financial statements

Table of Contents

Virtusa Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

(In thousands)

Three Months Ended

Six Months Ended

September 30,

September 30,


2019

2018

2019

2018

Net income (loss)

$
7,248

$
1,960

$
13,268

$
(3,605)

Other comprehensive income (loss):

Foreign currency translation adjustment

(6,355)

(7,071)

(6,736)

(17,724)

Pension plan adjustment

(848)

113

(686)

(96)

Unrealized loss on available-for-sale debt securities, net of tax effect

(3)

(452)

—

(315)

Unrealized loss on effective cash flow hedges, net of tax effect

(1,379)

(3,337)

(2,213)

(7,138)

Other comprehensive loss

$
(8,585)

$
(10,747)

$
(9,635)

$
(25,273)

Comprehensive income (loss)

(1,337)

(8,787)

3,633

(28,878)

Less: comprehensive income (loss) attributable to noncontrolling interest, net of tax

35

200

365

(535)

Comprehensive income (loss) available to Virtusa stockholders

$
(1,372)

$
(8,987)

$
3,268

$
(28,343)


		Three Months Ended
		June 30,
	2020		2019

Net income	$	894	$	6,020
Other comprehensive income (loss):
Foreign currency translation adjustment		2,065		(381)
Pension plan adjustment, net of tax effect		79		162
Unrealized gain on available-for-sale debt securities, net of tax effect		—		3
Unrealized gain (loss) on effective cash flow hedges, net of tax effect		2,137		(834)
Other comprehensive income (loss)	$	4,281	$	(1,050)
Comprehensive income		5,175		4,970
Less: comprehensive income attributable to noncontrolling interest, net of tax		—		330
Comprehensive income available to Virtusa stockholders	$	5,175	$	4,640

See accompanying notes to unaudited consolidated financial statements

Table of Contents

Virtusa Corporation and Subsidiaries

Consolidated Statements of Stockholders’ Equity

For the Three ~~and Six~~ Months Ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019

(Unaudited)

(In thousands, except share amounts)


											Accumulated
							Additional				Other		Total
	Common Stock			Treasury Stock			Paid-in		Retained		Comprehensive		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Earnings		Loss		Equity
Balance at March 31, 2020	33,518,389	$	335	(3,385,564)	$	(58,332)	$	246,862	$	293,831	$	(85,255)	$	397,441
Proceeds from the exercise of stock options	5,741		—	—		—		92		—		—		92
Restricted stock awards vested	108,414		1	—		—		(1)		—		—		—
Restricted stock awards withheld for tax	—		—	—		—		(1,914)		—		—		(1,914)
Share-based compensation	—		—	—		—		3,592		—		—		3,592
Series A Convertible Preferred Stock dividends and accretion	—		—	—		—		—		(1,087)		—		(1,087)
Other comprehensive income	—		—	—		—		—		—		4,281		4,281
Net income	—		—	—		—		—		894		—		894
Balance at June 30, 2020	33,632,544		336	(3,385,564)		(58,332)		248,631		293,638		(80,974)		403,299

Accumulated

Total

Additional

Other

Virtusa

Non

Total

Redeemable

Common Stock

Treasury Stock

Paid-in

Retained

Comprehensive

Stockholders’

Controlling

Stockholders’

Noncontrolling

Shares

Amount

Shares

Amount

Capital

Earnings

Loss

Equity

Interest

Equity

Interest
Balance at March 31, 2019

33,012,775

$
330

(2,879,999)

$
(39,652)

$
239,204

$
250,279

$
(59,387)

$
390,774

$
—

$
390,774

$
23,576
Proceeds from the exercise of stock options

13,416

—

—

—

194

—

—

194

—

194

8
Restricted stock awards vested

96,763

1

—

—

(1)

—

—

—

—

—

—
Restricted stock awards withheld for tax

—

—

—

—

(2,011)

—

—

(2,011)

—

(2,011)

—
Share-based compensation

—

—

—

—

6,674

—

—

6,674

—

6,674

—
Adjustments of redeemable noncontrolling interest to redemption value

—

—

—

—

18

—

—

18

—

18

170
Purchase of redeemable noncontrolling interest related to Polaris

—

—

—

—

—

—

—

—

—

—

(5,549)
Foreign currency translation on redeemable noncontrolling interest

—

—

—

—

—

—

—

—

—

—

116
Series A Convertible Preferred Stock dividends and accretion

—

—

—

—

—

(1,087)

—

(1,087)

—

(1,087)

—
Other comprehensive income (loss)

—

—

—

—

—

—

(1,194)

(1,194)

—

(1,194)

144
Net income

—

—

—

—

—

5,834

—

5,834

—

5,834

186
Balance at June 30, 2019

33,122,954

$
331

(2,879,999)

$
(39,652)

$
244,078

$
255,026

$
(60,581)

$
399,202

$
—

$
399,202

$
18,651
Restricted stock awards vested

101,178

1

—

—

(1)

—

—

—

—

—

—
Restricted stock awards withheld for tax

—

—

—

—

(1,647)

—

—

(1,647)

—

(1,647)

—
Share-based compensation

—

—

—

—

5,829

—

—

5,829

—

5,829

—
Repurchase of common stock

—

—

(505,565)

(18,680)

—

—

—

(18,680)

—

(18,680)

—
Adjustments of redeemable noncontrolling interest to redemption value

—

—

—

—

25

—

—

25

—

25

101
Purchase of redeemable noncontrolling interest related to Polaris

—

—

—

—

—

—

—

—

—

—

(3,126)
Foreign currency translation on redeemable noncontrolling interest

—

—

—

—

—

—

—

—

—

—

(533)
Reclassification of noncontrolling interest from temporary equity to permanent equity

—

—

—

—

—

—

—

—

15,093

15,093

(15,093)
Series A Convertible Preferred Stock dividends and accretion

—

—

—

—

—

(1,088)

—

(1,088)

—

(1,088)

—
Other comprehensive income (loss)

—

—

—

—

—

—

(8,474)

(8,474)

(111)

(8,585)

—
Net income

—

—

—

—

—

7,102

—

7,102

146

7,248

—
Balance at September 30, 2019

33,224,132

$
332

(3,385,564)

$
(58,332)

$
248,284

$
261,040

$
(69,055)

$
382,269

$
15,128

$
397,397

—

~~Table of Contents~~

~~Virtusa Corporation and Subsidiaries~~

~~Consolidated Statements of Stockholders’ Equity~~

~~For the Three and Six Months Ended September 30, 2019 and 2018~~

~~(Unaudited)~~

~~(In thousands, except share amounts)~~


											Accumulated		Total																		Accumulated
							Additional				Other		Virtusa		Non-		Total		Redeemable								Additional				Other		Total		Redeemable
	Common Stock			Treasury Stock			Paid-in		Retained		Comprehensive		Stockholders’		controlling		Stockholders'		Noncontrolling		Common Stock			Treasury Stock			Paid-in		Retained		Comprehensive		Stockholders’		Noncontrolling
	Shares	Amount		Shares	Amount		Capital		Earnings		Loss		Equity		interest		equity		Interest		Shares	Amount		Shares	Amount		Capital		Earnings		Loss		Equity		Interest
Balance at March 31, 2018	32,469,092	$	325	(2,879,999)	$	(39,652)	$	260,612	$	238,019	$	(40,681)	$	418,623	$	17,460	$	436,083	$	—
Balance at March 31, 2019																					30,012,775		330	(2,879,999)		(39,652)		239,204		250,279		(59,387)		390,774		23,576
Proceeds from the exercise of stock options	33,173		—	—		—		294		—		—		294		—		294		—	13,416		—	—		—		194		—		—		194		8
Proceeds from the exercise of subsidiary stock options	—		—	—		—		196		—		—		196		—		196		—	—		—	—		—		—		—		—		—		—
Restricted stock awards vested	95,432		1	—		—		(1)		—		—		—		—		—		—	96,763		1	—		—		(1)		—		—		—		—
Restricted stock awards withheld for tax	—		—	—		—		(2,450)		—		—		(2,450)		—		(2,450)		—	—		—	—		—		(2,011)		—		—		(2,011)		—
Share-based compensation	—		—	—		—		7,908		—		—		7,908		—		7,908		—	—		—	—		—		6,674		—		—		6,674		—
Subsidiary share-based compensation	—		—	—		—		30		—		—		30		—		30		—
Cumulative effect of adopting ASC Topic 606, net of tax	—		—	—		—		—		464		—		464		—		464		—
Series A Convertible Preferred Stock dividends and accretion	—		—	—		—		—		(1,087)		—		(1,087)		—		(1,087)		—
Other comprehensive loss	—		—	—		—		—		—		(13,060)		(13,060)		(1,466)		(14,526)		—
Net income (loss)	—		—	—		—		—		(6,296)		—		(6,296)		731		(5,565)		—
Balance at June 30, 2018	32,597,697		326	(2,879,999)		(39,652)		266,589		231,100		(53,741)		404,622		16,725		421,347		—
Proceeds from the exercise of stock options	9,918		—	—		—		134		—		—		134		—		134		—
Proceeds from the exercise of subsidiary stock options	—		—	—		—		64		—		—		64		—		64		—
Restricted stock awards vested	162,090		2	—		—		(2)		—		—		—		—		—		3
Restricted stock awards withheld for tax	—		—	—		—		(5,152)		—		—		(5,152)		—		(5,152)		—
Share-based compensation	—		—	—		—		8,022		—		—		8,022		—		8,022		—
Reclassification of previously recognized stock compensation related to liabilities classified awards for Polaris to liabilities	—		—	—		—		(617)		—		—		(617)		—		(617)		—
Adjustments of redeemable noncontrolling interest to redemption value	—		—	—		—		(37,842)		—		—		(37,842)		(16,450)		(54,292)		54,850	—		—	—		—		18		—		—		18		170
Payment of redeemable noncontrolling interest related to Polaris	—		—	—		—		—		—		—		—		—		—		(28,395)
Purchase of redeemable noncontrolling interest related to Polaris																					—		—	—		—		—		—		—		—		(5,549)
Foreign currency translation on redeemable noncontrolling interest	—		—	—		—		—		—		—		—		—		—		(2,045)	—		—	—		—		—		—		—		—		116
Series A Convertible Preferred Stock dividends and accretion	—		—	—		—		—		(1,088)		—		(1,088)		—		(1,088)		—	—		—	—		—		—		(1,087)		—		(1,087)		—
Other comprehensive loss	—		—	—		—		—		—		(10,492)		(10,492)		—		(10,492)		(255)
Other comprehensive income (loss)																					—		—	—		—		—		—		(1,194)		(1,194)		144
Net income	—		—	—		—		—		1,505		—		1,505		—		1,505		456	—		—	—		—		—		5,834		—		5,834		186
Balance at September 30, 2018	32,769,705		328	(2,879,999)		(39,652)		231,196		231,517		(64,233)		359,156		275		359,431		24,614
Balance at June 30, 2019																					30,122,954		331	(2,879,999)		(39,652)		244,078		255,026		(60,581)		399,202		18,651

See accompanying notes to unaudited consolidated financial statements

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Virtusa Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

Six months Ended

September 30,


2019

2018

Cash flows from operating activities:

Net income (loss)

$
13,268

$
(3,605)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization

15,711

14,593

Share-based compensation expense

12,510

17,062

Provision (recovery) for doubtful accounts

(313)

(236)

Gain on disposal of property and equipment

(351)

(159)

Foreign currency transaction losses, net

2,235

20,113

Amortization of discounts and premiums on investments

(6)

76

Amortization of debt issuance cost

546

546

Deferred income taxes, net

62

(6,522)

Net changes in operating assets and liabilities

Accounts receivable and unbilled receivable

4,221

(1,975)

Prepaid expenses and other current assets

(7,735)

(11,238)

Other long-term assets

(12,673)

(4,009)

Accounts payable

(8,298)

232

Accrued employee compensation and benefits

(4,744)

(5,834)

Accrued expenses and other current liabilities

11,382

11,179

Operating lease liabilities

141

—

Income taxes payable

(2,748)

3,133

Other long-term liabilities

596

(73)

Net cash provided by operating activities

23,804

33,283

Cash flows from investing activities:

Proceeds from sale of property and equipment

651

451

Purchase of short-term investments

(20,279)

(68,803)

Proceeds from sale or maturity of short-term investments

38,240

60,571

Payments for asset acquisitions

(7,251)

—

Payment of deferred consideration related to business acquisition

(17,500)

—

Business acquisition, net of cash acquired

—

(34)

Purchase of property and equipment

(8,479)

(18,875)

Net cash used in investing activities

(14,618)

(26,690)

Cash flows from financing activities:

Proceeds from exercise of common stock options

194

428

Proceeds from exercise of subsidiary stock options

93

326

Proceeds from debt

27,500

—

Proceeds from revolving credit facility

—

32,000

Payment of debt

(6,250)

(6,250)

Repurchase of common stock

(18,680)

—

Payments of withholding taxes related to net share settlements of restricted stock

(3,658)

(7,602)

Purchase of redeemable noncontrolling interest related to Polaris

(8,675)

(28,396)

Principal payments on capital lease obligation

(32)

(43)

Payment of contingent consideration related to acquisition

—

(100)

Payment of dividend on Series A Convertible Preferred Stock

(2,092)

(2,092)

Net cash used in financing activities

(11,600)

(11,729)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

(4,012)

(11,694)

Net decrease in cash and cash equivalents and restricted cash

(6,426)

(16,830)

Cash, cash equivalents and restricted cash, beginning of year

190,113

195,236

Cash, cash equivalents and restricted cash, end of period

$
183,687

$
178,406


	Three Months Ended
	June 30,
	2020		2019
Cash flows from operating activities:
Net income	$	894	$	6,020
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		8,363		7,765
Share-based compensation expense		3,592		6,676
Provision (recovery) for doubtful accounts		71		(64)
(Gain) loss on disposal of property and equipment		(2)		42
Foreign currency transaction losses (gains), net		1,241		(1,202)
Amortization of discounts and premiums on investments		—		(4)
Impairment of operating lease right-of-use asset		1,413		—
Amortization of debt issuance cost		350		273
Deferred income taxes, net		253		(72)
Net changes in operating assets and liabilities
Accounts receivable and unbilled receivable		54,689		7,203
Prepaid expenses and other current assets		(2,899)		(6,015)
Other long-term assets		(1,048)		(7,730)
Accounts payable		3,252		(4,479)
Accrued employee compensation and benefits		(23,686)		(12,032)
Accrued expenses and other current liabilities		9,566		6,854
Operating lease liabilities		(190)		125
Income taxes payable		(3,138)		2,620
Other long-term liabilities		3,311		(3,744)
Net cash provided by operating activities		56,032		2,236
Cash flows from investing activities:
Proceeds from sale of property and equipment		—		19
Purchase of short-term investments		(42)		(4,622)
Proceeds from sale or maturity of short-term investments		5,781		19,817
Payment for asset acquisitions		(27)		(4,251)
Purchase of property and equipment		(1,338)		(4,775)
Payment of deferred consideration related to business acquisitions		(6,313)		—
Net cash (used in) provided by investing activities		(1,939)		6,188
Cash flows from financing activities:
Proceeds from exercise of common stock options		92		194
Proceeds from exercise of subsidiary stock options		—		52
Payment of debt		(4,336)		(875)
Payments of withholding taxes related to net share settlements of restricted stock		(1,914)		(2,011)
Purchase of redeemable noncontrolling interest related to Polaris		—		(5,549)
Principal payments on capital lease obligation		—		(18)
Payment of dividend on Series A Convertible Preferred Stock		(1,046)		(1,046)
Payment of revolving credit facility		(55,000)		—
Payment of debt issuance cost		(813)		—
Payment of contingent consideration related to acquisitions		(1,186)		—
Net cash used in financing activities		(64,203)		(9,253)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		4,206		1,145
Net (decrease) increase in cash and cash equivalents and restricted cash		(5,904)		316
Cash, cash equivalents and restricted cash, beginning of year		291,601		190,113
Cash, cash equivalents and restricted cash, end of period	$	285,697	$	190,429

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Virtusa Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets:



	September 30, 2019		March 31, 2019		June 30, 2020		March 31, 2020
Balance sheet classification
Cash and cash equivalents	$	183,372	$	189,676	$	285,277	$	290,837

Restricted cash in current assets		233		351		324		659
Restricted cash in other long-term assets		82		86		96		105
Total restricted cash	$	315	$	437	$	420	$	764
Total cash, cash equivalents and restricted cash	$	183,687	$	190,113	$	285,697	$	291,601

See accompanying notes to unaudited consolidated financial statements

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Virtusa Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

(1) Nature of the Business

Virtusa Corporation (the “Company”, “Virtusa”, “we”, “us” or “our”) is a global provider of digital business strategy, digital engineering and information technology (“IT”) ~~outsourcing~~ services and solutions that ~~accelerate business outcomes for our clients.~~help clients change, disrupt, and unlock new value through innovation engineering. We support ~~Forbes~~ Global 2000 clients across ~~large, consumer facing~~key industries ~~like~~including banking, financial services, insurance, healthcare, communications, technology, and media and ~~entertainment, as these clients seek to~~entertainment. We help improve ~~their~~ business performance through accelerating revenue growth, delivering compelling consumer experiences, improving operational efficiencies, and lowering overall IT costs. We provide services across the entire spectrum of the IT services lifecycle, from ~~strategy and~~ consulting, to technology and user experience (“UX”) design, development of IT applications, systems integration, digital engineering, testing and business assurance, and maintenance and support services, including cloud, infrastructure and managed services. We help our clients solve critical business problems by leveraging a combination of our distinctive consulting approach, end-to-end digital engineering capabilities, unique platforming methodology, and deep domain and technology expertise.

~~Our~~Virtusa helps clients grow their business with innovative services ~~enable our clients to accelerate business outcomes~~that create operational efficiency using digital labor, future-proof operational and IT platforms, and rationalization and modernization of IT applications infrastructure. We help organizations realize the benefits of digital transformation and cloud transformation by ~~consolidating, rationalizing~~bringing together digital infrastructure, analytics and ~~modernizing their core customer-facing processes into one or more core systems.~~intelligence and customer experience by engineering the digital enterprise of tomorrow on the cloud. We deliver ~~cost-effective~~cost effective solutions through a global delivery model, applying advanced ~~delivery~~ methods such as Agile, an industry standard technique designed to accelerate application development. We ~~also~~ use our ~~consulting methodology, which we refer~~Digital Transformation Studio (“DTS”) engineering tools to ~~as Accelerated Solution Design (“ASD”), which is a collaborative decision-making~~drive software development lifecycle automation to improve quality, enabling speed and ~~design process performed with the client to ensure our solutions meet the client’s specifications~~increasing productivity. Our proprietary DTS was built by Virtusa’s engineering teams that have decades of industry knowledge and ~~requirements. Our~~experience. These teams are certified and leverage Virtusa’s industry leading ~~business transformational solutions combine deep domain expertise with our strengths in software engineering~~tools and ~~business consulting to support our clients’ business-imperative initiatives across business growth~~assets, providing increased speed and ~~IT operations.~~

transparency.

Headquartered in Massachusetts, we have offices throughout the Americas, Europe, Middle East and Asia, with significant global delivery centers in the United States, ~~Canada, the United Kingdom, the Netherlands, Germany, Switzerland, Sweden, Austria, the United Arab Emirates, Hong Kong, Japan, Qatar, Mexico,Australia and New Zealand, with global delivery centers in~~ India, Sri Lanka, Hungary, Singapore and ~~Malaysia, as well as near shore delivery centers in the United States.~~Malaysia.We also have many employees who work with our clients either onsite or virtually, which offers flexibility for both clients and employees.

(2) Unaudited Interim Financial Information

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared by the Company in accordance with U.S. generally accepted accounting principles and Article 10 of Regulation S-X under the Securities and Exchange Act of 1934, as amended, and should be read in conjunction with the Company’s audited consolidated financial statements (and notes thereto) for the fiscal year ended March 31, ~~2019~~2020 included in the Company’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission, or SEC, on May ~~24, 2019.~~28, 2020. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States have been condensed or omitted pursuant to such SEC rules and regulations. In the opinion of the Company’s management, all adjustments considered necessary for a fair presentation of the accompanying unaudited consolidated financial statements have been included, and all material adjustments are of a normal and recurring nature. Operating results for the interim periods are not necessarily indicative of results that may be expected to occur for the entire fiscal year.

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Principles of Consolidation

The accompanying financial statements have been prepared on a consolidated basis and reflect the financial statements of Virtusa Corporation and all of its subsidiaries that are directly or indirectly more than 50% owned or controlled. When the Company does not have a controlling interest in an entity, but exerts a significant influence on the entity, the Company

~~Table of Contents~~

applies the equity method of accounting. For those majority-owned subsidiaries that are not 100% owned by the Company, the interests of the minority owners are accounted for as noncontrolling interests.

Use of Estimates

The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including the recoverability of tangible assets, disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. Management re-evaluates these estimates on an ongoing basis. The most significant estimates relate to the recognition of revenue and profits based on the percentage of completion method of accounting for fixed-price contracts, income taxes, including reserves for uncertain tax positions, deferred taxes and liabilities, intangible assets and valuation of financial instruments including derivative contracts and investments. Management bases its estimates on historical experience and on various other factors and assumptions that are believed to be reasonable under the circumstances. The actual amounts may vary from the estimates used in the preparation of the accompanying consolidated financial statements.

Fair Value of Financial Instruments

At ~~September~~June 30, ~~2019~~2020 and March 31, ~~2019,~~2020, the carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, unbilled accounts receivable, restricted cash, accounts payable, accrued employee compensation and benefits, other accrued expenses and long-term debt, approximate their fair values due to the nature of the items. See Note 56 for a discussion of the fair value of the Company’s other financial instruments.

Recent accounting pronouncements

Recently Adopted Accounting Pronouncements

Unless otherwise discussed below, the adoption of new accounting standards did not have an impact on the consolidated financial statements.

In ~~February~~June 2016, the FASB issued ~~an update (ASU 2016-02) to~~ASU 2016-13, Financial Instruments—Measurement of Credit Losses on Financial Instruments, which modifies the ~~standard on leases to increase transparency and comparability among organizations.~~measurement of expected credit losses of certain financial instruments. The FASB subsequently issued ~~ASU 2018-10 and ASU 2018-11 in July 2018, ASU 2018-20 in December 2018 and ASU 2019-01 in March 2019,~~guidance which provide clarifications and improvements to this new standard. ~~ASU 2018-11 also provides the optional transition method which allows~~The amendments in this update changed how companies measure and recognize credit impairment for many financial assets. The new credit loss model requires companies to ~~apply~~immediately recognize an estimate of credit losses expected to occur over the ~~new lease~~remaining life of the financial assets (including accounts receivables) that are in the scope of the update. The standard update also made amendments to the current impairment model for available-for-sale debt securities. This update requires financial assets measured at amortized cost basis to be presented at the ~~adoption date instead of at the earliest comparative period presented. The new standard replaces the existing guidance on leases and requires the lessee~~net amount expected to recognize a right-of-use (“ROU”) asset and a lease liability for all leases with lease terms equal to or greater than twelve months. For finance leases, the lessee would recognize interest expense and amortization of the ROU asset, and for operating leases, the lessee would recognize total lease expense on a straight-line basis. For public business entities this standardbe collected. This update is effective for ~~the annual periods~~public entities from fiscal years beginning after December 15, ~~2018, and~~2019, including interim periods within those annual periods. The standard permits the use of either retrospective to each prior reporting period presented with the cumulative effect of adoption recognized at the beginning of the earliest period presented or retrospective to the beginning of the period of adoption through a cumulative-effect adjustment (the “Modified Retrospective Effective Date Method”).fiscal years.

The Company adopted this standard (“ASC Topic ~~842”~~326”) effective April 1, ~~2019,~~2020 using a Modified Retrospective Effective Date Method. The Company has elected the package of practical expedients which permits the Company to not reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs. The Company did not elect the use of hindsight practical expedient to reevaluate the lease term of existing contracts.modified retrospective approach. Prior period amounts are not adjusted and continue to be reported in accordance with ~~the Company’s historic~~our historical accounting policies. The impact of adoption primarily relates to the recognition of ROU operating lease assets and operating lease liabilities on the Company’s unaudited consolidated balance sheets for all operating leases with a term greater than twelve months. The adoption of this ~~standard~~guidance did not have a material impact on ~~April 1, 2019 resulted~~the consolidated financial statements, therefore, the Company did not record any cumulative adjustments to the opening retained earnings in the ~~recognition of ROU assets~~consolidated financial statements.

See Note 8, “Revenue and Accounts Receivable” for ~~operating leases of $54,762 and operating lease liabilities of $59,157. The Company’s accounting for finance leases (formerly capital leases) remains~~additional information regarding credit losses.

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substantially unchanged. The adoption of this standard did not have an impact on the consolidated statement of income (loss) and comprehensive income (loss), consolidated statement of changes in stockholders’ equity or the consolidated statement of cash flows.

~~See Note 7 “Leases” for additional information regarding leases.~~

~~In August 2018, the FASB issued ASU No. 2018-15,~~ ~~Intangibles (Topic 350): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract~~, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This standard also requires customers to amortize the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement. The standard also requires the entity to present the expense related to the capitalized implementation costs in the same line item in the statement of income as the fees associated with the hosting element (service) of the arrangement and classify payments for capitalized implementation costs in the statement of cash flows in the same manner as payments made for fees associated with the hosting element. The entity is also required to present the capitalized implementation costs in the statement of financial position in the same line item that a prepayment for the fees of the associated hosting arrangement. For public companies, the amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The Company early adopted this standard, as of July 1, 2019, on a prospective basis for applicable implementation costs. The adoption of this standard did not have a material impact on the consolidated balance sheet, consolidated statements of income (loss), consolidated statement of changes in stockholders’ equity or the consolidated statement of cash flows.

New Accounting Pronouncements

Unless otherwise discussed below, the Company believes the impact of recently issued standards that are not yet effective will not have a material impact on its consolidated financial statements.

In ~~June 2016,~~December 2019, the FASB issued ASU ~~2016-13, Financial Instruments—Measurement~~2019-12, Income Taxes (Topic 740), which enhances and simplifies various aspects of ~~Credit Losses on Financial Instruments,~~the income tax accounting guidance, including requirements such as step up in the tax basis of goodwill should be considered part of the business combination in which ~~modifies~~ the ~~measurement of expected credit losses of certain financial instruments.~~book goodwill was originally recognized and when it should be considered a separate transaction, ownership changes in investments, and interim-period accounting for enacted changes in tax law. The ~~FASB subsequently issued ASU 2019-04 in April 2019 and ASU 2019-05 in May 2019, which provide clarifications and improvements to this new standard. This~~ standard ~~update requires financial assets measured at amortized cost basis to~~will be ~~presented at the net amount expected to be collected. This update is~~ effective for fiscal years beginning after December 15, ~~2019,~~2020, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effect of this new standard will have on its consolidated financial ~~statements and related disclosures.~~statements.

(3) Earnings (Loss) per Share

Basic earnings (loss) per share available to Virtusa common stockholders (“EPS”) is computed by dividing net income, ~~(loss),~~ less any dividends and accretion of issuance cost on the Series A Convertible Preferred Stock by the weighted average number of shares of common stock outstanding for the period. In computing diluted EPS, the Company adjusts the numerator used in the basic EPS computation, subject to anti-dilution requirements, to add back the dividends (declared or cumulative undeclared) applicable to the Series A Convertible Preferred Stock. Such add-back would also include any adjustments to equity in the period to accrete the Series A Convertible Preferred Stock to its redemption price. The Company adjusts the denominator used in the basic EPS computation, subject to anti-dilution requirements, to include the dilution from potential shares resulting from the issuance of restricted stock units, unvested restricted stock and stock options along with the conversion of the Series A Convertible Preferred Stock to common stock. The following table sets forth the computation of basic and diluted EPS for the periods set forth below:

The components of basic earnings (loss) per share are as follows:


	Three Months Ended
	June 30,
	2020		2019
Numerators:
Net income available to Virtusa stockholders	$	894	$	5,834
Less: Series A Convertible Preferred Stock dividends and accretion		(1,087)		(1,087)
Net income (loss) available to Virtusa common stockholders	$	(193)	$	4,747
Denominators:
Basic weighted average common shares outstanding		30,168,174		30,167,910
Basic earnings (loss) per share available to Virtusa common stockholders	$	(0.01)	$	0.16

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Table of Contents

The components of diluted earnings (loss) per share are as follows:


	Three Months Ended
	June 30,
	2020		2019
Numerators:
Net income (loss) available to Virtusa common stockholders	$	(193)	$	4,747
Add : Series A Convertible Preferred Stock dividends and accretion		—		—
Net income (loss) available to Virtusa common stockholders and assumed conversion	$	(193)	$	4,747
Denominators:
Basic weighted average common shares outstanding		30,168,174		30,167,910
Dilutive effect of Series A Convertible Preferred Stock if converted		—		—
Dilutive effect of employee stock options and unvested restricted stock awards and restricted stock units		—		766,501
Weighted average shares—diluted		30,168,174		30,934,411
Diluted earnings (loss) per share available to Virtusa common stockholders	$	(0.01)	$	0.15

During the three months ended June 30, 2020 and 2019, unvested restricted stock awards and unvested restricted stock units issuable for, and options to purchase 1,354,558 and 0 shares of common stock, respectively, were excluded from the calculations of diluted earnings per share as their effect would have been anti-dilutive. For the three months ended June 30, 2020 and 2019, all of the 3,000,000 shares of Series A Convertible Preferred Stock were excluded in the calculations of diluted earnings per share as their effect would have been anti-dilutive.

(4) Business Combinations

During the fiscal year ended March 31, 2020, the Company acquired 3 individually immaterial businesses with an aggregate purchase price of $29,624 being paid at closing and a deferred consideration of $10,313 payable within a one-year period. The purchase price is also subject to adjustment after the closing of up to an additional $28,853 in contingent consideration, in the aggregate, upon the achievement of certain revenue and operating margin targets. The performance period for these targets are ranging from 12 months to 24 months from the respective acquisition date. These acquisitions enhanced the breadth and depth of digital offerings and expanded the Company’s relationship with certain existing customers.

Under the purchase method of accounting, assets acquired are recorded at their estimated fair values. The Company is in the process of obtaining additional information primarily regarding valuation assumptions, including contingent consideration and may continue to adjust the preliminary estimated fair values after obtaining more information regarding asset valuations and revision of preliminary estimates. During the three months ended June 30, 2020, the Company paid $6,313 in deferred consideration related to these acquisitions. During the three months ended June 30, 2020, the Company recorded $4,526 as a reduction of goodwill related to updating the fair value assessment of contingent consideration of $3,915, customer relationships of $313 and other adjustments of $298.

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The following table shows the aggregate preliminary purchase price allocation for these acquisitions:


	Amount		Useful Life
Consideration Transferred:
Cash paid at closing	$	29,624
Deferred consideration payable		10,313
Fair value of contingent consideration		21,049
Fair value of consideration		60,986
Less: Cash acquired		(477)
Total purchase price, net of cash acquired	$	60,509
Assets and Liabilities:
Cash and cash equivalents		477
Goodwill		22,790
Customer relationships		38,119	5 -7 years
Other net		(400)
Total purchase price	$	60,986

The primary items that generated goodwill for these acquisitions are the value of the acquired assembled workforce and other benefits expected to result from combining the acquired operations with those of the Company, neither of which qualify as a separate intangible asset.

During the three months ended June 30, 2020, the Company recorded $1,578 in the Company’s consolidated statements income (loss) as fair value changes to the contingent consideration related to events that occurred in the current period. As of June 30, 2020, the fair value of contingent consideration for these acquisitions is $19,495.

~~The components of basic earnings (loss) per share are as follows:~~

Three Months Ended

Six Months Ended

September 30,

September 30,


2019

2018

2019

2018

Numerators:









Net income (loss) available to Virtusa stockholders

$
7,102

$
1,505

$
12,936

$
(4,791)

Less: Series A Convertible Preferred Stock dividends and accretion

1,088

1,088

2,175

2,175

Net income (loss) available to Virtusa common stockholders

$
6,014

$
417

$
10,761

$
(6,966)

Denominators:









Basic weighted average common shares outstanding

30,107,942

29,767,276

30,137,926

29,700,151

Basic earnings (loss) per share available to Virtusa common stockholders

$
0.20

$
0.01

$
0.36

$
(0.23)

~~The components of diluted earnings (loss) per share are as follows:~~

Three Months Ended

Six Months Ended

September 30,

September 30,


2019

2018

2019

2018

Numerators:

Net income (loss) available to Virtusa common stockholders

$
6,014

$
417

$
10,761

$
(6,966)

Add : Series A Convertible Preferred Stock dividends and accretion

—

—

—

—

Net income (loss) available to Virtusa common stockholders and assumed conversion

$
6,014

$
417

$
10,761

$
(6,966)

Denominators:

Basic weighted average common shares outstanding

30,107,942

29,767,276

30,137,926

29,700,151

Dilutive effect of Series A Convertible Preferred Stock if converted

—

—

—

—

Dilutive effect of employee stock options and unvested restricted stock awards and restricted stock units

600,220

859,768

683,361

—

Weighted average shares—diluted

30,708,162

30,627,044

30,821,287

29,700,151

Diluted earnings (loss) per share available to Virtusa common stockholders

$
0.20

$
0.01

$
0.35

$
(0.23)

During the three months ended September 30, 2019 and 2018, unvested restricted stock awards and unvested restricted stock units issuable for, and options to purchase 277,265 and 20,617 shares of common stock, respectively, were excluded from the calculations of diluted earnings (loss) per share as their effect would have been anti-dilutive. For the three months ended September 30, 2019 and 2018, all of the 3,000,000 shares of Series A Convertible Preferred Stock were excluded from the diluted earnings (loss) per share as their effect would have been anti-dilutive using the if-converted method.

During the six months ended September 30, 2019 and 2018, unvested restricted stock awards and unvested restricted stock units issuable for, and options to purchase 138,633 and 1,710,551 shares of common stock, respectively, were excluded from the calculations of diluted earnings (loss) per share as their effect would have been anti-dilutive. For the six months ended September 30, 2019 and 2018, all of the 3,000,000 shares of Series A Convertible Preferred Stock were excluded from the diluted earnings (loss) per share as their effect would have been anti-dilutive using the if-converted method.

~~(4)~~(5) Investment Securities

At ~~September~~June 30, ~~2019~~2020 and March 31, ~~2019,~~2020, all of the Company’s investment securities were classified as time deposits, available-for-sale debt securities and equity securities. These were carried on its balance sheet at their fair market value. A fair market value hierarchy based on three levels of inputs was used to measure each security (See Note 6 to our consolidated financial statements for a discussion of the fair value of the Company’s other financial instruments).

The following is a summary of investment securities at June 30, 2020:


			Gross		Gross
	Amortized		Unrealized		Unrealized
	Cost		Gains		Losses		Fair Value
Time deposits:
Current	$	3,307	$	—	$	—	$	3,307
Equity securities:
Mutual funds:
Current		633		95		—		728
Equity shares/ options:
Non-current		1		6		—		7
Total investment securities	$	3,941	$	101	$	—	$	4,042

Table of Contents

~~A fair market value hierarchy based on three levels of inputs was used to measure each security (See Note 5 for a discussion of the fair value of the Company’s other financial instruments).~~

~~The following is a summary of investment securities at September 30, 2019:~~

Gross

Gross

Amortized

Unrealized

Unrealized


Cost

Gains

Losses

Fair Value
Available-for-sale debt securities:

Corporate bonds:

Current

$
—

$
—

$
—

$
—
Preference shares:

Non-current

185

—

—

185
Agency and short-term notes:

Current

—

—

—

—
Time Deposits:

Current

7,079

—

—

7,079
Equity securities:

Mutual funds:

Current

7,737

92

—

7,829
Equity Shares/ Options:

Non-current

1

12

—

13
Total available-for-sale debt securities and equity securities

$
15,002

$
104

$
—

$
15,106

The following is a summary of investment securities at March 31, ~~2019:~~2020:


			Gross		Gross						Gross		Gross
	Amortized		Unrealized		Unrealized				Amortized		Unrealized		Unrealized
	Cost		Gains		Losses		Fair Value		Cost		Gains		Losses		Fair Value
Available-for-sale debt securities:
Corporate bonds:
Current	$	2,779	$	1	$	(2)	$	2,778
Non-current		—		—		—		—
Preference shares:		188		—		—		188
Agency and short-term notes:
Current		1,492		1		—		1,493
Time deposits:
Current		15,861		—		—		15,861	$	3,927	$	—	$	—	$	3,927
Equity Shares:
Equity securities:
Mutual funds:
Current		12,912		94		—		13,006		5,623		235		—		5,858
Equity Shares/ Options:
Equity shares/ options:
Non-current		8		126		—		134		1		3		—		4
Total available-for-sale debt and equity securities	$	33,240	$	222	$	(2)	$	33,460
Total investment securities									$	9,551	$	238	$	—	$	9,789

The Company evaluates ~~investments~~available-for-sale debt securities with unrealized losses to determine ifwhether a credit loss exists. The estimate of credit loss is determined by considering available information relevant to the ~~losses are other than temporary. In making this determination, the Company considered the financial condition, credit ratings and near-term prospects~~collectability of the ~~issuers,~~security and information about past events, current conditions, and reasonable and supportable forecasts. The allowance for credit loss is recorded as a charge to other income (expense), not to exceed the ~~underlying collateral~~amount of the ~~investments, and the magnitude of the losses as compared to the cost and the length of time the investments have been in an~~unrealized loss. Any excess unrealized loss ~~position. Additionally, while~~greater than the ~~Company classifies~~credit loss is recognized in accumulated other comprehensive income ("AOCI"). We assess expected credit losses at the ~~securities as available for sale,~~end of each reporting period and adjust the allowance through other income (expense). The Company does not ~~currently intend to sell such investments~~hold any available-for-sale debt securities as of June 30, 2020 and ~~it is more likely than not~~March 31, 2020.

Proceeds from sales of available-for-sale debt and equity securities and the gross gains and losses that ~~the Company will not be required to sell such investments prior to the recovery~~have been included in earnings as a result of ~~their carrying value.~~those sales were as follows:


	Three Months Ended
	June 30,
	2020		2019
Proceeds from sales or maturities of available-for-sale debt securities and equity securities	$	5,781	$	19,817
Gross gains	$	176	$	228
Gross losses		—		—
Net realized gains on sales of available-for-sale debt securities and equity securities	$	176	$	228

Table of Contents

~~Proceeds from sales of available-for-sale debt and equity securities and the gross gains and losses that have been included in earnings as a result of those sales were as follows:~~

Three Months Ended

Six Months Ended

September 30,

September 30,


2019

2018

2019

2018

Proceeds from sales or maturities of available-for-sale
investment securities and equity securities

$
18,423

$
31,279

$
38,240

$
60,571

Gross gains

$
212

$
261

$
440

$
386

Gross losses

—

(14)

—

(32)

Net realized gains on sales of available-for-sale investment
securities and equity securities

$
212

$
247

$
440

$
354

~~(5)~~(6) Fair Value of Financial Instruments

The Company carries certain assets and liabilities at fair value on a recurring basis on its consolidated balance sheets. The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis at ~~September~~June 30, ~~2019:~~2020


	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Investments:
Available-for-sale debt securities—current	$	—	$	7,079	$	—	$	7,079
Time deposits—current									$	—	$	3,307		—	$	3,307
Equity securities—current		—		7,829		—		7,829		—		728		—		728
Available-for-sale debt securities—non-current		—		185		—		185
Equity securities—non-current		—		13		—		13		—		7		—		7
Derivative financial instruments:
Foreign currency derivative contracts		—		4,240		—		4,240
Foreign currency derivative contracts—current										—		560		—		560
Foreign currency derivative contracts—non-current										—		379		—		379
Interest rate swap contracts		—		439		—		439		—		—		—		—
Total assets	$	—	$	19,785	$	—	$	19,785	$	—	$	4,981	$	—	$	4,981
Liabilities:
Foreign currency derivative contracts		—		31		—		31
Interest rate swap contracts		—		6,867		—		6,867
Foreign currency derivative contracts—current										—		2,017		—		2,017
Foreign currency derivative contracts—non-current										—		—		—		—
Interest rate swap contracts—non-current										—		11,153		—		11,153
Contingent consideration										—		—		19,495		19,495
Total liabilities	$	—	$	6,898	$	—	$	6,898	$	—	$	13,170	$	19,495	$	32,665

The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis at March 31, ~~2019:~~2020:


	Level 1		Level 2		Level 3		Total
Assets:
Investments:
Time deposits—current	$	—	$	3,927		—	$	3,927
Equity securities—current		—		5,858		—		5,858
Equity securities—non-current		—		4		—		4
Derivative financial instruments:
Foreign currency derivative contracts—current		—		103		—		103
Foreign currency derivative contracts—non-current		��		56		—		56
Interest rate swap contracts		—		—		—		—
Total assets	$	—	$	9,948	$	—	$	9,948
Liabilities:
Foreign currency derivative contracts—current	$	—		3,689	$	—		3,689
Foreign currency derivative contracts—non-current		—		364	$	—		364
Interest rate swap contracts—non-current		—		11,128		—		11,128
Contingent consideration		—		—		25,012		25,012
Total liabilities	$	—	$	15,181	$	25,012	$	40,193

Level 1

Level 2

Level 3

Total
Assets:

Investments:

Available-for-sale debt securities—current

$
—

$
20,132

—

$
20,132
Equity securities—current

—

13,006

—

13,006
Available-for-sale debt securities—non-current

—

188

—

188
Equity securities—non-current

—

134

—

134
Derivative financial instruments:

Foreign currency derivative contracts

—

3,411

—

3,411
Interest rate swap contracts

—

1,349

—

1,349
Total assets

$
—

$
38,220

$
—

$
38,220
Liabilities:

Foreign currency derivative contracts

$
—

321

$
—

321
Interest rate swap contracts

—

3,633

—

3,633
Total liabilities

$
—

$
3,954

$
—

$
3,954

The Company estimates the fair value of our contingent consideration associated with our business combinations utilizing one or more significant inputs that are unobservable. The Company calculates the fair value of the contingent consideration based on the probability-weighted expected performance of the acquired business against the target performance metric, discounted to present value when appropriate.

Table of Contents

The following table shows a reconciliation of the beginning and ending balances of Level 3 contingent consideration liabilities associated with our business combinations:


	June 30, 2020
Beginning balance	$	25,012
Purchase price adjustment		(3,915)
Contingent consideration recognized in earnings		(1,578)
Foreign currency translation adjustments		(24)
Ending balance	$	19,495

~~(6)~~(7) Derivative Financial Instruments

The Company evaluates its foreign exchange policy on an ongoing basis to assess its ability to address foreign exchange exposures on its consolidated balance sheets, consolidated statements of income ~~(loss)~~ and consolidated statement of cash flows from all foreign currencies, including most significantly the U.K. pound sterling and Indian rupee. The Company enters into hedging programs with highly rated financial institutions in accordance with its foreign exchange policy (as approved by the Company’s audit committee and board of directors) which permits hedging of material, known foreign currency exposures. There is no margin required, no cash collateral posted or received by us related to our foreign exchange forward contracts.

The U.S. dollar notional value of all outstanding foreign currency derivative contracts was ~~$158,208~~$112,922 and ~~$118,557~~$128,728 at ~~September~~June 30, ~~2019~~2020 and March 31, ~~2019,~~2020, respectively. Unrealized net ~~gains~~losses related to these contracts which are expected to be reclassified from ~~accumulated other comprehensive income (loss) (“AOCI”)~~AOCI to earnings during the next 12 months are ~~$4,024~~$1,456 at ~~September~~June 30, ~~2019.~~2020. At ~~September~~June 30, ~~2019,~~2020, the maximum outstanding term of any derivative instrument was 1815 months.

The Company purchased interest rate swaps in July 2016 with an effective date of July 2017 and in November 2018. The July 2016 interest rate swaps are at a blended weighted average of 1.025% and the Company will receive 1-month LIBOR on the same notional amounts. The November 2018 interest rate swaps were entered into to mitigate the interest rate risk associated with the Credit Agreement executed in February 2018 and subsequent additional borrowings. The November 2018 interest rate swaps are at a fixed rate of 2.85% and are designed to maintain a 50% coverage of our LIBOR debt, therefore the notional amount changes over the life of the swap to retain the 50% coverage target. At ~~September~~June 30, ~~2019,~~2020, the total notional amounts of the interest rate swaps were ~~$180,400~~$174,900 with remaining maturity of approximately 43 years. The unrealized losses associated with the swap agreements was ~~$6,428~~$11,153 and ~~$2,284~~$11,128 at ~~September~~June 30, ~~2019~~2020 and March 31, ~~2019,~~2020, respectively, which represents the estimated amount that the Company would pay to the counterparties in the event of an early termination.

~~The following table sets forth the fair value of derivative instruments included in the consolidated balance sheets at September 30, 2019 and March 31, 2019:~~

~~Derivatives designated as hedging instruments~~

September 30, 2019

March 31, 2019
Foreign currency exchange contracts:

Other current assets

$
4,024

$
3,264
Other long-term assets

$
216

$
147
Accrued expenses and other

$
—

$
318
Long-term liabilities

$
31

$
3

September 30, 2019

March 31, 2019
Interest rate swap contracts:




Other long-term assets

$
439

$
1,349
Long-term liabilities

$
6,867

$
3,633

Table of Contents

The following table sets forth the fair value of derivative instruments included in the consolidated balance sheets as of:

Derivatives designated as hedging instruments


	June 30, 2020		March 31, 2020
Foreign currency exchange contracts:
Other current assets	$	560	$	103
Other long-term assets	$	379	$	56
Accrued expenses and other	$	2,017	$	3,689
Long-term liabilities	$	—	$	364


	June 30, 2020		March 31, 2020
Interest rate swap contracts:
Other long-term assets	$	—	$	—
Long-term liabilities	$	11,153	$	11,128

The following tables set forth the effect of the Company’s foreign currency exchange contracts and interest rate swap contracts on the consolidated financial statements of the ~~Company for the three and six months ended September 30, 2019 and 2018:~~Company:


									Amount of Gain or (Loss)
									Recognized in AOCI on Derivatives
	Amount of Gain or (Loss) Recognized in AOCI on Derivatives								Three Months Ended
Derivatives Designated as	Three Months Ended September 30,				Six Months Ended September 30,				June 30,
Cash Flow Hedging Relationships	2019		2018		2019		2018		2020		2019
Foreign currency exchange contracts	$	673	$	(6,309)	$	3,306	$	(11,601)	$	1,964	$	2,633
Interest rate swaps	$	(791)	$	193	$	(3,836)	$	466	$	(735)	$	(3,045)


									Amount of Gain or (Loss)
									Reclassified from AOCI into Income
Location of Gain or (Loss) Reclassified	Amount of Gain or (Loss) Reclassified from AOCI into Income								Three Months Ended
from AOCI into Income (loss) (Effective	Three Months Ended September 30,				Six Months Ended September 30,				June 30,
Portion)	2019		2018		2019		2018		2020		2019
Revenue	$	—	$	(807)	$	(18)	$	(1,163)	$	—	$	(18)
Costs of revenue	$	1,119	$	(659)	$	1,524	$	(341)	$	(613)	$	405
Operating expenses	$	482	$	(343)	$	682	$	(173)	$	(240)	$	200
Interest Expenses	$	101	$	236	$	309	$	443	$	(710)	$	208


											Amount of Gain or (Loss)
			Amount of Gain or (Loss) Recognized in Income								Recognized in Income
			(loss) on Derivatives								(loss) on Derivatives
		Three Months Ended				Six Months Ended					Three Months Ended
Derivatives not Designated	Location of Gain Or (Loss)	September 30,				September 30,				Location of Gain Or (Loss)	June 30,
as Hedging Instruments	Recognized in Income (loss) on Derivatives	2019		2018		2019		2018		Recognized in Income (loss) on Derivatives	2020		2019
Foreign currency exchange contracts	Revenue	$	889	$	287	$	1,244	$	1,106	Revenue	$	(129)	$	355
	Costs of revenue	$	(499)	$	(220)	$	(725)	$	(753)	Costs of revenue	$	145	$	(226)
	Selling, general and administrative expenses	$	(66)	$	(19)	$	(86)	$	(19)	Selling, general and administrative expenses	$	14	$	(20)

~~(7) Leases~~(8) Revenues and Accounts Receivable

The Company’s leased assets primarily consist of operating leases for office space, equipment and vehicles. At the inception of a contract, the Company determines whether a contract contains a lease, and if a lease is identified, whether it is an operating or finance lease. In determining whether a contract contains a lease, the Company considers whether (1) it has the right to obtain substantially all of the economic benefits from the use of the asset throughout the term of the contract, (2) it has the right to direct how and for what purpose the asset is used throughout the term of the contract and (3) it has the right to operate the asset throughout the term of the contract without the lessor having the right to change the terms of the contract. The Company leases vehicles in certain locations primarily as an employee benefit and these leases are classified as either operating or finance leases. The Company does not have finance leases that are material to the Company’s consolidated financial statements. Some of the Company’s lease agreements contain both lease and non-lease components. The Company separates lease components from non-lease components for all the Company’s lease assets. The consideration in the lease contract is allocated to the lease and non-lease components based on the estimated standalone prices.

A portion of the leases for office space contain certain charges for additional rent expenses that are variable. Due to this variability, the cash flows associated with these charges are not included in the minimum lease payments used in determining the ROU lease assets and associated lease liabilities.

The Company’s ROU lease assets represent the Company’s right to use an underlying asset for the lease term and may include any advance lease payments made and any initial direct costs and exclude lease incentives. The Company’s lease liabilities represent the Company’s obligation to make lease payments arising from the contractual terms of the lease. ROU lease assets and lease liabilities are recognized at the commencement of the lease and are calculated using the present value of lease payments over the lease term. The Company’s operating lease agreements do not provide enough information to arrive at an implicit interest rate. Therefore, the Company uses its estimated incremental borrowing rate

~~Table of Contents~~

based on information available at the commencement date of the lease to calculate the present value of the lease payments. The Company determines the incremental borrowing rate on a lease-by-lease basis by developing an estimated borrowing rate of the Company for a fully collateralized obligation with a term similar to the lease term, and adjusts the rate to reflect the incremental risk associated with the currency in which the lease is denominated.

~~The following table provides information on the components of the Company’s operating leases included in its unaudited consolidated balance sheets:~~

Leases

Location on Consolidated Balance Sheets

September 30, 2019

Assets

Operating lease assets

Operating lease right-of-use of assets

$
50,933

Liabilities

Current

Operating lease liabilities

Operating lease liabilities

$
10,882

Noncurrent

Operating lease liabilities

Operating lease liabilities, noncurrent

$
44,535

Total

$
55,417

The Company’s leases have remaining lease terms ranging from 1 year to 9 years. Certain lease agreements, mainly for office space, include options to extend or terminate the lease before the expiration date. The Company includes such options when determining the lease term when it is reasonably certain that the Company will exercise that option.

~~The following table provides the components of lease expense related to our operating leases:~~

Three Months Ended

Six Months Ended

Location on Consolidated Statements of Income (Loss)

September 30, 2019

September 30, 2019
Operating lease cost:

Operating lease cost

Selling, general and administrative expenses

$
3,866

$
7,614
Variable lease cost

Selling, general and administrative expenses

$
38

$
44
Short-term lease cost

Selling, general and administrative expenses

$
180

$
269
Less: Sublease income

Selling, general and administrative expenses

$
(353)

$
(517)
Total operating lease cost

$
3,731

$
7,410

~~The following table provides supplemental cash flow information related to our operating leases:~~

Six Months Ended

September 30, 2019

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows used for operating leases

$
7,468

Right-of-use assets obtained in exchange for lease obligations:

Operating leases

$
3,038

~~Table of Contents~~

~~The following table provides information on the weighted average remaining lease term and weighted average discount rate related to our operating leases:~~


	~~September 30, 2019~~
~~Weighted average remaining lease term, in years:~~
~~Operating leases~~		~~5.75~~
~~Weighted average discount rate:~~
~~Operating leases~~		~~7.46%~~

~~There were no lease agreements that contained restrictive covenants or material residual value guarantees as of September 30, 2019.~~

~~The following table provides the schedule of maturities of the Company’s operating lease liabilities, under ASC Topic 842, as of September 30, 2019:~~

Operating leases

September 30, 2019

2020- remainder of year

$
7,348

2021

14,247

2022

13,012

2023

10,250

2024

6,229

2025 and thereafter

16,722

Total lease payments

$
67,808

Interest

(12,391)

Total lease liabilities

$
55,417

The following table provides the schedule of the Company’s future minimum payments on its operating leases at March 31, 2019, which were accounted for in accordance with its historic accounting policies under ASC Topic 840.

Operating leases

March 31, 2019

2020

$
14,685

2021

13,895

2022

12,663

2023

9,879

2024

5,686

2025 and thereafter

16,761

Total lease payments

$
73,569

As of September 30, 2019, the Company had committed to payments of $186 related to an operating lease that had yet to commence and therefore is not included in consolidated balance sheets. This lease commenced in October 2019 and has a three year lease term..

~~Table of Contents~~

~~(8) Revenues~~

Disaggregation of Revenue

The table below presents disaggregated revenues from the Company’s contracts with customers by geography, industry groups, service offerings and contract-type. The Company believes this disaggregation best depicts how the

Table of Contents

nature, amount, timing and uncertainty of its revenues and cash flows are affected by industry, market and other economic factors.


	Three Months Ended				Six Months Ended				Three Months Ended
	September 30,				September 30,				June 30,
Revenue by geography:	2019		2018		2019		2018		2020		2019
North America	$	242,296	$	218,303	$	472,776	$	427,932	$	224,322	$	230,480
Europe		57,024		60,393		120,104		127,129		50,424		63,080
Rest of World		29,181		26,824		54,645		50,490		26,318		25,464
Consolidated revenue	$	328,501	$	305,520	$	647,525	$	605,551	$	301,064	$	319,024


	Three Months Ended				Six Months Ended				Three Months Ended
	September 30,				September 30,				June 30,
Revenue by customer’s industry groups	2019		2018		2019		2018		2020		2019
Banking financial services insurance	$	193,336	$	192,071	$	383,308	$	380,809
Banking Financial Services and Insurance									$	165,573	$	183,202
Communications and Technology		108,406		85,341		212,907		168,368		72,364		70,066
Media & Information and Other		26,759		28,108		51,310		56,374		22,330		19,153
Healthcare										40,797		46,603
Consolidated revenue	$	328,501	$	305,520	$	647,525	$	605,551	$	301,064	$	319,024


	Three Months Ended				Six Months Ended				Three Months Ended
	September 30,				September 30,				June 30,
Revenue by service offerings	2019		2018		2019		2018		2020		2019
Application outsourcing	$	181,576	$	161,890	$	363,539	$	322,599	$	162,420	$	181,963
Consulting		146,925		143,630		283,986		282,952		138,644		137,061
Consolidated revenue	$	328,501	$	305,520	$	647,525	$	605,551	$	301,064	$	319,024


	Three Months Ended				Six Months Ended				Three Months Ended
	September 30,				September 30,				June 30,
Revenue by contract type	2019		2018		2019		2018		2020		2019
Time-and-materials	$	199,365	$	184,170	$	389,280	$	363,396	$	176,718	$	189,899
Fixed-price*		129,136		121,350		258,245		242,155		124,346		129,125
Consolidated revenue	$	328,501	$	305,520	$	647,525	$	605,551	$	301,064	$	319,024

*Fixed-price includes both retainer-billing basis and fixed-price progress towards completion

Receivables and Contract Balances

The Company classifies its right to consideration in exchange for deliverables as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional (i.e. only the passage of time is required before payment is due). The Company presents such receivables in accounts receivable or unbilled accounts receivable, in its consolidated statements of financial position at their net estimated realizable value.

Contract assets included in unbilled accounts receivable are recorded when services have been provided but the Company does not have an unconditional right to receive consideration. Contract assets are primarily related to unbilled amounts on fixed-price contracts utilizing the input method of revenue recognition. The timing between services rendered and timing of payment is less than one year. The Company recognizes an impairment loss when the contract carrying amount is greater than the remaining consideration receivable, less directly related costs to be incurred.

2018

Table of Contents

The table below shows ~~significant~~the movements in contract assets during the ~~six~~three months ~~ended September 30, 2019 and 2018 in contract assets:~~ended:



	September 30, 2019		September 30, 2018		June 30, 2020		June 30, 2019
Beginning balance	$	18,538	$	15,998	$	14,241	$	18,538
Revenues recognized during the period but not yet billed		44,957		63,983		18,369		20,859
Amounts billed		(41,152)		(64,231)		(19,068)		(20,594)
Other		(400)		(278)		(6)		(65)
Ending balance	$	21,943	$	15,472	$	13,536	$	18,738

Contract liabilities comprise of amounts billed to customers for revenues not yet earned. Such amounts are anticipated to be recorded as revenues when services are performed in subsequent periods.

The table below shows ~~significant~~ movements in the deferred revenue ~~balances~~ during the ~~six~~three months ~~ended September 30, 2019 and 2018:~~ended:




	September 30, 2019		September 30, 2018		June 30, 2020		June 30, 2019
Beginning balance	$	6,421	$	7,908	$	8,054	$	6,421
Amounts billed but not yet recognized as revenues		4,867		4,918		5,930		4,123
Revenues recognized related to the opening balance of deferred revenue		(4,291)		(6,354)		(3,512)		(3,495)
Other		(110)		(297)		351		25
Ending balance	$	6,887	$	6,175	$	10,823	$	7,074

Remaining performance obligation

ASC Topic ~~606-~~606 - Revenue from Contracts with Customers requires that the Company discloses the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of ~~September 30,~~December 31, 2019. This disclosure is not required for:

(1)

contracts with an original duration of one year or less, including contracts that can be terminated for convenience without a substantive penalty,

(2)

contracts for which the Company recognizes revenues based on the right to invoice for services performed,

(3)

variable consideration allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation in accordance with ASC 606-10-25-14(b), for which the criteria in ASC 606-10-32-40 have been met, or

(4)

variable consideration in the form of a sales-based or usage-based royalty promised in exchange for a license of intellectual property.

Many of the Company’s performance obligations meet one or more of these exemptions. As of ~~September~~June 30, ~~2019,~~2020, the aggregate amount of transaction price allocated to remaining performance obligations, other than those meeting the exclusion criteria above, was ~~$43,537~~$30,235 and will be recognized as revenue within 5 years.

From time to time, the Company enters into arrangements to deliver IT services that include upfront payments to its clients. As of ~~September~~June 30, ~~2019,~~2020, the total unamortized upfront payments related to these services were ~~$36,856~~$29,281 and are recorded in prepaid expenses and other long-term assets in the consolidated balance sheet. These upfront payments are expected to be amortized as a reduction to revenue over a benefit period of 54 years.

Allowance for Credit Losses on Accounts Receivable

The allowance for credit losses on accounts receivable is determined using the loss-rate approach and is measured on a collective (pool) basis when similar risk characteristics exist. Where financial instruments do not share risk characteristics, they are evaluated on an individual basis. The Company calculates expected credit losses for accounts receivable based on historical credit loss rates for each aging category as adjusted for the current market conditions and forecasts about future economic conditions. The allowance is based on relevant available information, from internal and

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external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The following table presents the activity in the allowance for credit losses on accounts receivable:


	Three Months Ended
	June 30, 2020
Balance at March 31, 2020	$	1,541
Transition period adjustment on accounts receivable pursuant to ASC 326		—
Adjusted balance at April 1, 2020		1,541
Current-period provision for expected credit losses		71
Write-offs charged against the allowance		(218)
Foreign currency translation adjustments		7
Balance at June 30, 2020	$	1,401

(9) Series A Convertible Preferred Stock

On May 3, 2017, the Company entered into an investment agreement with The Orogen Group (‘‘Orogen’’) pursuant to which Orogen purchased 108,000 shares of the Company’s newly issued Series A Convertible Preferred Stock, initially convertible into 3,000,000 shares of common stock, for an aggregate purchase price of $108,000 with an initial conversion price of $36.00 (the ‘‘Orogen Preferred Stock Financing’’). Under the terms of the investment, the Series A Convertible Preferred Stock has a 3.875% dividend per annum, payable quarterly in additional shares of common stock and/or cash at the Company’s option. If any shares of Series A Convertible Preferred Stock have not been converted into common stock prior to May 3, 2024, the Company will be required to repurchase such shares at a repurchase price equal to the liquidation preference of the repurchased shares plus the amount of accumulated and unpaid dividends thereon. If the Company fails to effect such repurchase, the dividend rate on the Series A Convertible Preferred Stock will increase by 1% per annum and an additional 1% per annum on each anniversary of May 3, 2024 during the period in which such failure to effect the repurchase is continuing, except that the dividend rate will not increase to more than 6.875% per annum.

In connection with the issuance of the Series A Convertible Preferred Stock, the Company incurred direct and incremental expenses of $1,154, including financial advisory fees, closing costs, legal expenses and other offering-related expenses. These issuance costs are recorded as a reduction to the proceeds received from issuance of Series A Convertible Preferred Stock. These direct and incremental expenses reduced the Series A Convertible Preferred Stock, and will be accreted through retained earnings as a deemed dividend from the date of issuance through the first possible known redemption date, May 3, 2024. During the three ~~and six~~ months ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, the Company recorded accretions to the Series A Convertible Preferred Stock related to its issuance cost. Holders of Series A Convertible Preferred Stock are entitled to a cumulative dividend at the rate of 3.875% per annum, payable quarterly in arrears. During the ~~six~~three months ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, the Company has paid ~~$2,092~~$1,046 as cash dividend on Series A Convertible Preferred Stock. As of ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, the Company had declared and accrued dividends of $686 associated with the Series A Convertible Preferred Stock.

~~(10) Goodwill and Intangible Assets~~

~~Goodwill:~~

~~The Company has 1 operating segment. The following are details of the changes in goodwill balance at September 30, 2019:~~

September 30, 2019

Balance at April 1, 2019

$
279,543

Foreign currency translation adjustments

(2,482)

Balance at September 30, 2019

$
277,061

The acquisition costs and goodwill balance deductible for our business acquisitions for tax purposes are $145,636. The acquisition costs and goodwill balance not deductible for tax purposes are $144,328.

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(10) Goodwill and Intangible Assets

Goodwill:

The Company has 1 operating segment. The following are details of the changes in goodwill balances at:



	June 30, 2020		March 31, 2020
Beginning balance	$	296,493	$	279,543
Goodwill arising from acquisitions		—		27,316
Purchase price adjustment		(4,526)		—
Foreign currency translation adjustments		(224)		(10,366)
Ending balance	$	291,743	$	296,493

The acquisition costs and goodwill balance deductible for our business acquisitions for tax purposes are $284,020. The acquisition costs and goodwill balance not deductible for tax purposes are $20,627, primarily related to the Company’s TradeTech acquisition (closed on January 2, 2014), and the eTouch India acquisition.

Intangible Assets:

The following are details of the Company’s intangible asset carrying amounts acquired and amortization ~~at September 30, 2019:~~at:

September 30, 2019

Weighted

Gross

Net

Average

Carrying

Accumulated

Carrying


Useful Life

Amount

Amortization

Amount
Amortizable intangible assets:

Customer relationships

12.4

$
139,684

$
39,603

$
100,081
Trademark

2.0

900

679

221
Technology

5.0

500

435

65
Other

5.0

1,037

74

963

12.2

$
142,121

$
40,791

$
101,330

During the three months ended June 30, 2019, the Company acquired certain assets of a small consulting company located in the United States. The purchase price was approximately $4,251 in cash paid at closing and an additional earn-out consideration of up to $4,453, payable within one year based on achievement of certain revenue targets. The probable and estimable value of the contingent consideration as of September 30, 2019 is $4,058.

During the three months ended September 30, 2019, the Company’s U.S. subsidiary, eTouch Systems Corp. acquired certain assets of a small consulting company located in the United States. The purchase price was approximately $4,000 in cash and an additional earn-out consideration of up to $4,000 payable within one year based on achievement of certain revenue targets. The probable and estimable value of the contingent consideration as of September 30, 2019 is $3,745.

~~The following are the details of the Company’s intangible asset carrying amounts acquired, and amortization at March 31, 2019:~~


	June 30, 2020
	Weighted	Gross				Net
	Average Useful Life	Carrying		Accumulated		Carrying
	at Acquisition	Amount		Amortization		Amount
Amortizable intangible assets:
Customer relationships	10.6	$	176,645	$	50,839	$	125,806
Trademark	2.0		900		900		—
Technology	5.0		500		500		—
Other	5.0		1,214		253		961
	10.5	$	179,259	$	52,492	$	126,767


	March 31, 2019							March 31, 2020
	Weighted	Gross				Net		Weighted	Gross				Net
	Average	Carrying		Accumulated		Carrying		Average Useful Life	Carrying		Accumulated		Carrying
	Useful Life	Amount		Amortization		Amount		at Acquisition	Amount		Amortization		Amount
Amortizable intangible assets:
Customer relationships	13.0	$	125,520	$	33,679	$	91,841	10.6	$	176,373	$	46,494	$	129,879
Trademark	2.0		900		431		469	2.0		900		900		—
Technology	5.0		500		370		130	5.0		500		500		—
Other								5.0		1,214		190		1,024
	12.9	$	126,920	$	34,480	$	92,440	10.5	$	178,987	$	48,084	$	130,903

The intangible assets are being amortized based upon the pattern in which the economic benefits of the intangible assets are being utilized.

During the fiscal year ended March 31, 2020, the Company acquired certain assets of three consulting companies located in the United States, which were accounted as asset acquisitions and were not material to the Company. The purchase price was approximately $9,651 in cash and an additional earn-out consideration of up to $9,853 payable within one year based on achievement of certain revenue targets. As of June 30, 2020, the Company paid $4,922 towards earn-out consideration based on achievement of revenue targets. The remaining probable and estimable value of the contingent consideration as of June 30, 2020 is $2,579.

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(11) Income Taxes

The Company applies an estimated annual effective tax rate to its year-to-date operating results to determine the interim provision (benefit) for income tax expense. The Company’s effective tax rate was ~~40.0% and 41.9%~~25.4% for the three ~~and six~~ months ended ~~September~~June 30, ~~2019,~~2020, as compared to an effective tax ~~(benefit) and expense~~ rate of ~~(25.8%) and 294.0%~~44.0% for the three ~~and six~~ months ended ~~September~~June 30, ~~2018.~~2019. The Company’s effective tax rate for the three ~~and six~~ months ended ~~September~~June 30, ~~2019~~2020 was impacted by executive stock compensation limitations, ~~and Base Erosion Alternative Tax “BEAT” enacted~~the election of foreign tax credits in the ~~Tax Cuts~~U.S., the election to treat certain foreign entities as dis-regarded for U.S tax purposes, the application of lower tax rates in India and ~~Jobs Act (the “Tax Act”), enacted on December 22, 2017 by the U.S. government.~~surrendering any tax holidays in India. The Company’s reported effective tax rate is also impacted by jurisdictional mix of profits and losses in

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which the Company operates, foreign statutory tax rates in effect, unusual or infrequent discrete items requiring a provision during the period and certain exemptions or tax holidays applicable to the Company.

During the fiscal year ended March 31, 2019, the Company elected to treat several foreign entities as disregarded entities. The earnings of these subsidiaries will be subject to U.S. taxation as well as local taxation with a corresponding foreign tax credit, at the election of the Company. During the three and six months ended September 30, 2019, the Company has elected to deduct the foreign taxes in computing the income tax expense. The Company’s income tax provision for the three and six months ended September 30, 2019 includes the impact of Global Intangible Low-taxed Income (“GILTI”) and other provisions of the Tax Act. The Company’s aggregate income tax rate in foreign jurisdictions is comparable to its income tax rate in the United States as a result of the Tax Act, other than in jurisdictions in which the Company has tax holiday benefits.

A valuation allowance is required if, based on available evidence, it is more likely than not that all or some portion of the asset will not be realized due to the inability of the Company to generate sufficient taxable income in a specific jurisdiction. The Company has ~~$25,308~~$27,448 and ~~$1,151~~$1,914 of net deferred tax assets in the United States and the United Kingdom, respectively, at ~~September~~June 30, ~~2019.~~2020. The Company has ~~not recorded~~ a valuation allowance ~~as management has concluded it~~in the U.S. related to utilization of certain foreign tax credits are not expected to be realized.

During the fiscal year ended March 31, 2020, the Company merged Polaris Consulting and Software Limited (“Polaris”) with into Virtusa Consulting Services Private Limited (“Virtusa India”). The merger of Polaris into Virtusa India is ~~more likely than not that the deferred~~considered an entity liquidation for US income tax ~~assets~~purposes. The earnings of this entity will be ~~utilized before expiration.~~subject to US taxation as well as local taxation with a corresponding foreign tax credit or deduction, at the election of the Company. The ~~Company expects sufficient taxable income in future periods related~~election also makes available to the Company the benefits of future foreign tax credits. The merger makes available to the Company tax deductions for interest on debt used to purchase the group as well as amortization of intangible assets. Under local Indian law, the merger was retroactive to April 1, 2018 resulting in amended tax return filing in India for the year ended March 31, 2019. The Company’s effective tax rate for the three months ended June 30, 2020, reflects the merger of Polaris India into Virtusa India.

The Company’s income tax provision for the three months ended June 30, 2020 includes the expected impact of the ~~GILTI~~Global Intangible Low-taxed Income (“GILTI”) and executive compensation limitations of the ~~election~~Tax Cuts and Jobs Act (the “Tax Act”) impacting the operating results for the three months ended June 30, 2020. The Company’s aggregate income tax rate in foreign jurisdictions is comparable to its income tax rate in the United States, as a result of the Tax Act, other than in Singapore and Sri Lanka in which the Company has tax holiday benefits and eligible tax exemptions respectively.

During the fiscal year ended March 31, 2019, the Company elected to treat several foreign entities as disregarded entities.

The earnings of these subsidiaries will be subject to US taxation as well as local taxation with a corresponding foreign tax credit or deduction, at the election of the Company. GILTI provisions and executive compensation limitations enacted in the Tax Act, enacted on December 22, 2017 by the U.S. government continue to impact the results. The Company’s reported effective tax rate is also impacted by jurisdictional mix of profits and losses in which the Company operates, foreign statutory tax rates in effect, unusual or infrequent discrete items requiring a provision and certain exemptions or tax holidays applicable to the Company.

The ~~Company’s Indian subsidiaries operate several development centers~~Coronavirus Aid, Relief, and Economic Security (“CARES”) Act provided for net operating losses arising in ~~areas designated~~tax years beginning after December 31, 2017, and before January 1, 2021, may be carried back to each of the five tax years preceding the tax year of such loss. Net operating losses have an unlimited carry forward period, although there are annual limitations on their use suspended for certain years as ~~a special economic zone, or SEZ, under the SEZ Act~~result of 2005. In particular, the Company was approved as an SEZ Co-developer and has built a campus on a 6.3 acre parcel of land in Hyderabad, India that has been designated as an SEZ. As an SEZ Co-developer, the Company is entitled to certain tax benefits for any consecutive period of 10 years during the 15 year period starting in fiscal year 2008.CARES Act. The Company has ~~other units at various stages~~filed an immediate carry back claim in the United States for losses generated in fiscal years ended March 31, 2018 and March 31, 2019. The income tax expense for the three months ended June 30, 2020,included an immaterial adjustment to reflect actual tax receivable.

Table of ~~tax holiday benefit.~~Contents

On September 20, 2019, the Indian government issued Ordinance 2019 making certain amendments in the Income-tax Act 1961, which substantially reduces tax rates. The effective rate of tax on India-based companies was reduced from 34.9% to 25.17%, effective for fiscal years beginning April 1, 2019. The Company adopted the new ordinance for the fiscal year beginning April 1, 2019. The new rates require the surrendering of any tax holidays and other attributes of which the Company ~~may be currently~~historically was taking advantage of and ~~is able to be elected once the~~favorably impacting our tax holidays have concluded. The Company continues to apply the old tax rates and applicable holidays. The Company will continue to analyze and elect this Ordinance 2019 when it is most beneficial to the Company. rate.

In addition, the Company’s Sri Lankan subsidiary, Virtusa (Private) Limited, was operating under a 12-year income tax holiday arrangement ~~until~~that expired on March 31, 2019 and required Virtusa (Private) Limited to retain certain job creation and investment criteria through the expiration of the holiday period. ~~During the fiscal year ended March 31, 2019, the~~The Company believes it ~~has~~had fulfilled its hiring and investment commitments and is eligible for tax holiday through March 2019. ~~The 12-year income tax holiday arrangement expired as of March 31, 2019 and therefore during the six months ended September 30,~~Beginning April 1, 2019, the Company ~~recorded~~is taking advantage of certain tax ~~expense on all the earnings~~exemptions offered to IT service providers in ~~its~~ Sri ~~Lankan subsidiary at the statutory rate.~~

Lanka.

The Company has been under income tax examination in India, the ~~U.K,~~U.K., Singapore and the United States. The Indian taxing authorities issued an assessment order with respect to their examination of the various tax returns for the fiscal years ended March 31, ~~2005~~2006 to March 31, 2017 of the Company’s Indian subsidiary, Virtusa (India) Private Ltd, and Polaris Consulting & Services Limited (Polaris India) now merged with and into Virtusa Consulting Services Private Limited (collectively referred to as “Virtusa India”). At issue were several matters, the most significant of which was the redetermination of the arm’s-length profit which should be recorded by Virtusa India on the intercompany transactions with its affiliates. These matters are currently at different level of ~~appeals. During~~appeals beginning with the fiscal year ended March 31, 2011, the Company entered into a competent authority settlement and settled the uncertain tax position for the fiscal years ended March 31, 2004 and 2005. However, the redetermination of arm’s-length profit on transactions with respect to the Company’s subsidiaries and Virtusa UK Limited has not been resolved and remains under appeal for the fiscal year ended March 31, 2005.2006. In the United Kingdom, the Company is currently under examination for transfer pricing and research benefits for the years ended March 31, 2014 to March 31, ~~2017.~~2018. In Singapore, the Inland Revenue Authority is confirming the appropriateness of the Company’s deductions for the

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year ended March 31, 2017. In the United States, the Internal Revenue Service has concluded an examination of fiscal years ended March 31, 2015 and March 31, ~~2017 with~~2017. These ongoing audits are not expected to have a ~~non-material~~material impact on the consolidated statements of income and consolidated statements of cash ~~and earnings.~~flows.

Unrecognized tax benefits represent uncertain tax positions for which the Company has established reserves. At ~~September~~June 30, ~~2019~~2020 and March 31, ~~2019,~~2020, the total liability for unrecognized tax benefits was ~~$7,106~~$6,443 and ~~$6,744,~~$6,627, respectively. Unrecognized tax benefits may be adjusted upon the closing of the statute of limitations for income tax returns filed in various jurisdictions. During the ~~six~~three months ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, the unrecognized tax benefits decreased by $184 and increased by ~~$362 and decreased by $842,~~$80, respectively. The ~~increase~~decrease in unrecognized tax benefits in the ~~six~~three months ended ~~September~~June 30, ~~2019~~2020 was predominantly due to increase in the liability related to the UK audit, ~~foreign currency movements~~certain sale proceeds in India and incremental interest accrued on existing uncertain tax ~~positions.~~positions offset by the release of certain benefits no longer considered required.

Undistributed Earnings of Foreign Subsidiaries

A substantial amount of the Company’s income before provision for income tax is from operations earned in its Indian and Sri Lankan ~~subsidiaries and is currently or has been historically subject to tax holiday.~~subsidiaries. The Company intends to use accumulated and future earnings of foreign subsidiaries to expand operations outside the United States and, accordingly, undistributed income is considered indefinitely reinvested. The Company does not provide for U.S. income taxes on foreign currency translation or applicable withholding tax until a distribution is declared. At ~~September~~June 30, ~~2019,~~2020, the Company had approximately ~~$172,349~~$191,252 of cash, cash equivalents, short-term and long-term investments that would otherwise be available for potential distribution, if not indefinitely reinvested. If required, such cash and investments could be repatriated to the United States. Due to the various methods by which such earnings could be repatriated in the future, the amount of taxes attributable to the undistributed earnings is not practicably determinable.

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(12) Concentration of Revenue and Assets

Total revenue is attributed to geographic areas based on the location of the client. Geographic information of total revenue is summarized as follows:


	Three Months Ended
	June 30,
	2020		2019
Customer revenue:
United States of America	$	212,480	$	218,092
United Kingdom		39,574		49,879
Rest of World		49,010		51,053
Consolidated revenue	$	301,064	$	319,024

Revenue from significant clients as a percentage of the Company’s consolidated revenue was as follows:

Long-lived assets represent property, plant and equipment, intangible assets and goodwill, net of accumulated depreciation and amortization, and are attributed to geographic area based on their location. ~~Geographic~~The following table summarizes the geographic information ~~is summarized~~of long-lived assets as ~~follows:~~of:

Three Months Ended

Six Months Ended

September 30,

September 30,


2019

2018

2019

2018

Customer revenue:

United States of America

$
229,178

$
208,543

$
447,270

$
409,683

United Kingdom

45,014

48,810

94,893

102,566

Rest of World

54,309

48,167

105,362

93,302

Consolidated revenue

$
328,501

$
305,520

$
647,525

$
605,551

September 30,

March 31,

2019

2019
Long-lived assets, net of accumulated depreciation and amortization:

United States of America

$
225,816

$
216,279
India

244,847

251,722
Rest of World

19,140

23,847
Consolidated long-lived assets, net

$
489,803

$
491,848

~~Revenue from significant clients as a percentage of the Company’s consolidated revenue was as follows:~~


	Three Months Ended				Six Months Ended
	September 30,				September 30,				June 30, 2020		March 31, 2020
	2019		2018		2019		2018
Customer A	15.7	%	18.0	%	15.6	%	17.6	%
Long-lived assets, net of accumulated depreciation and amortization:
United States of America									$	264,366	$	272,422
India										235,326		238,367
Rest of World										18,141		17,857
Consolidated long-lived assets, net									$	517,833	$	528,646

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(13) Debt

On February 6, 2018, the Company entered into a credit agreement ~~(the~~(as amended the “Credit Agreement”) dated as of February 6, 2018, by and among the Company, its guarantor subsidiaries party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint book runners and lead arrangers. The Credit Agreement replaced the prior $300,000 credit agreement with J.P. Morgan Securities and Merrill Lynch, Pierce, Fenner & Smith ~~Incorporated~~Incorporated. and ~~provides~~provided for a $200,000 revolving credit facility, ~~and~~ a $180,000 term loan facility, and a $70,000delayed-draw term loan. The Company drew down $180,000 under the term loan of the Credit Agreement and $55,000 under the revolving credit facility under the Credit Agreement to repay in full the amount outstanding under the prior credit agreement and fund the Polaris delisting transaction (See Note 146 to our consolidated financial information for additional information). On March 12, 2018, ~~the Company~~we drew down the $70,000 delayed draw to fund the eTouch Systems Corp. acquisition. Interest under this new credit facility accrues at a rate per annum of LIBOR plus 3.0%, subject to step-downs based on the Company’s ratio of debt to EBITDA. For the fiscal year ending March 31, 2020, the Company is required to make principal payments of $3,125 per quarter. The Credit Agreement includes customary maximum debt to EBITDA and minimum fixed charge coverage covenants. The term of the Credit Agreement is five years ending February 6, 2023. During the three months ended September 30, 2019, the Company drew down $27,500 from the credit facility to fund the eTouch 18-month anniversary payment of $17,500 and to fund ~~opportunistic, strategic, investment opportunities. At September 30, 2019, the interest rate on the term loan and line of credit was 4.53%.~~

At September 30, 2019, the Company was in compliance with its debt covenants and has provided a quarterly certification to its lenders to that effect. The Company believes that it currently meets all conditions set forth in the Credit Agreement to borrow thereunder and it is not aware of any conditions that would prevent it from borrowing part or all of the remaining available capacity under the existing revolving credit facility at September 30, 2019 and through the date of this filing.

~~Current portion of long-term debt~~

~~The following summarizes our short-term debt balances as of:~~

September 30, 2019

March 31, 2019
Notes outstanding under the revolving credit facility

$
—

$
—
Term loan- current maturities

15,625

12,500
Less: deferred financing costs, current

(1,093)

(1,093)
Total

$
14,532

$
11,407

~~Long-term debt, less current portion~~

~~The following summarizes our long-term debt balance as of:~~

September 30, 2019

March 31, 2019
Term loan

$
258,750

$
237,500
Borrowings under revolving credit facility

129,500

129,500
Less:

Current maturities

(15,625)

(12,500)
Deferred financing costs, long-term

(2,633)

(3,180)
Total

$
369,992

$
351,320

~~In July 2016 and November 2018, the Company entered into interest rate swap transactions to mitigate Company’s interest rate risk on Company’s variable rate debt (See Note 6).~~

On October 15, 2019, the Company entered into Amendment No. 2 to Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A. (the “Administrative Agent”) and the lenders party thereto (the ~~“Credit~~“Second Credit Agreement Amendment”), which ~~amends the Company’s Amended and Restated~~ Credit Agreement ~~dated as of February 6, 2018, with such parties (the “Credit Agreement”)~~ to, among other things, increase the revolving commitments available to the

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Company under the Credit Agreement from $200,000 to $275,000, reduce the interest rate margins applicable to term loans and revolving loans outstanding under the Credit Agreement from time to time and reduce the commitment fee payable by the Company to the lenders in respect of unused revolving commitments under the Credit Agreement. The

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Company executed the Second Credit Agreement Amendment to provide additional lending capacity which the Company ~~could use~~used to fund the completion of the Polaris delisting transaction, as well as to provide excess lending capacity in the event of future opportunistic, strategic, investment opportunities. The Second Credit Agreement Amendment contains customary terms for amendments of this type, including representations, warranties and covenants. Interest under the credit facility accrues at a rate per annum of LIBOR plus 2.75%, subject to step-downs based on the Company’s ratio of debt to EBITDA. During the fiscal year ended March 31, 2020, the Company drew down $145,000 from the credit facility, inclusive of $84,000 drawn in the three months ended March 31, 2020 as a proactive measure in light of the uncertainty resulting from the COVID-19 pandemic. Earlier draws in the fiscal year March 31, 2020 were used to fund the eTouch 18-month anniversary payment of $17,500 and to fund opportunistic, strategic, investment opportunities.

On May 27, 2020, the Company entered into Amendment No. 3 to Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A. (the “ Administrative Agent” ) and the lenders party thereto (the “ Third Credit Agreement Amendment” ), which amends the Credit Agreement to, among other things, (i) provide for $62,492 in incremental 364-day delayed draw term loans (the “New Delayed Draw Term Loans” ), which can be drawn down up to 3 times on or before September 27, 2020 and (ii) extend out the debt to EBITDA ratio covenant step down by two quarters such that the leverage covenant remains at 3.25:1.00 through December 31, 2020. The Administrative Agent increased the LIBOR floor to 1.00% from 0% as part of the Third Credit Agreement Amendment. The Company executed the Third Credit Agreement Amendment to provide additional liquidity in light of the COVID-19 pandemic which the Company could use to fund general working capital and refinance existing indebtedness under the credit facility. On May 27, 2020, the Company prepaid $55,000 on its existing revolving facility as a condition to closing the Third Credit Agreement Amendment. The Third Credit Agreement Amendment contains customary terms for amendments of this type, such as representations, warranties and covenants, including pro forma compliance with the Credit Agreement debt to EBITDA covenant as a condition to borrowing. Interest under the New Delayed Draw Term Loans accrues at a rate per annum of LIBOR plus 3.50%. The New Delayed Draw Term Loans mature on May 26, 2021 and do not amortize.

For the fiscal year ending March 31, 2021, the Company is required to make principal payments of $4,336 per quarter. The term of the Credit Agreement is five years ending February 6, 2023. At June 30, 2020, the total outstanding amount under the Credit Agreement was $440,633. At June 30, 2020, the weighted average interest rate on the term loan and revolving line of credit was 3.75%.

The credit facility is secured by substantially all of the Company’s assets, including all intellectual property and all securities in domestic subsidiaries (other than certain domestic subsidiaries where the material assets of such subsidiaries are equity in foreign subsidiaries), subject to customary exceptions and exclusions from the collateral. All obligations under the Credit Agreement are unconditionally guaranteed by substantially all of the Company’s material direct and indirect domestic subsidiaries, with certain exceptions. These guarantees are secured by substantially all of the present and future property and assets of the guarantors, with certain exclusions.

Current portion of long-term debt

The following summarizes our short-term debt balances as of:


	June 30, 2020		March 31, 2020
Term loan-current maturities		18,789		17,344
Less: deferred financing costs, current		(1,597)		(1,301)
Total	$	17,192	$	16,043

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Long-term debt, less current portion

The following summarizes our long-term debt balance as of:


	June 30, 2020		March 31, 2020
Term loan	$	221,133	$	225,469
Borrowings under revolving credit facility		219,500		274,500
Less:
Current maturities		(18,789)		(17,344)
Deferred financing costs, long-term		(2,639)		(2,471)
Total	$	419,205	$	480,154

Beginning in fiscal 2009, the Company’s U.K. subsidiary entered into an agreement with an unrelated financial institution to sell, without recourse or continuing involvement, certain of its European-based accounts receivable balances from one client to such third party financial institution. During the ~~six~~three months ended ~~September~~June 30, ~~2019, $16,198~~2020, $13,210 of receivables were sold under the terms of the financing agreement. Fees paid pursuant to this agreement were immaterial during the ~~six~~three months ended ~~September~~June 30, ~~2019.~~2020. NaN amounts were due as of ~~September~~June 30, ~~2019,~~2020, but the Company may elect to use this program again in future periods. However, the Company cannot provide any assurances that this or any other financing facilities will be available or utilized in the future.

(14) ~~Noncontrolling interest~~Stock-Based Compensation Plans

~~On March 3, 2016,~~In May 2015, the Company adopted the 2015 Stock Option and Incentive Plan (“2015 Plan”) which was also approved the Company’s ~~Indian subsidiary, Virtusa Consulting Services Private Limited (“Virtusa India”), acquired approximately 51.7%~~stockholders on September 1, 2015. The 2015 Plan permits the granting of incentive stock options, non-qualified stock options, restricted stock awards, restricted stock units, unrestricted stock awards, performance share awards, performance-based awards to covered employees, cash-based awards and dividend equivalent rights. Stock options, restricted stock and restricted stock units generally vest over four years. Performance share awards and performance-based awards generally vest over three years. Under the 2015 Plan, the Company grants both service condition awards and performance condition awards. Performance awards are contingent upon meeting various departmental or company-wide performance goals in addition to service conditions. Stock compensation is recognized over the vesting period based on the probability of achievement of the fully diluted shares of Polaris Consulting & Services Limited (“Polaris”) for approximately $168,257 in cash (the “Polaris Transaction”) pursuant to a share purchase agreement dated as of November 5, 2015, by and among Virtusa India, Polaris and the promoter sellers named therein. Through a series of transactions and in compliance with the applicable Indian rules on takeovers and SEBI Delisting Regulations, Virtusa increased its ownership interest in Polaris from 51.7% to 93.0% by February 12, 2018, when Virtusa consummated its Polaris delisting offer with respect to the public shareholders of Polaris. The delisting offer resulted in an accepted exit price of INR 480 per share (“Exit Price”), for an aggregate consideration of approximately $145,000, exclusive of transaction and closing costs. On July 11, 2018, the stock exchanges on which Polaris common shares are listed notified Polaris that trading in equity shares of Polaris would be discontinued and delisted effective on August 1, 2018. For a period of one year following the date of delisting, Virtusa India will, in compliance with SEBI Delisting Regulations, permit the public shareholders of Polaris to tender their shares for sale to Virtusa India at the Exit Price.performance condition.

In ~~connection~~May 2020, the Company issued 250,075 performance shares to its executive officers with a three-year performance measurement period. As of June 30, 2020, the ~~Polaris delisting offer,~~Company had not yet established the significant terms of the performance shares relevant to vesting (three-year cumulative target) for the three-year performance measurement period. Therefore, as of June 30, 2020, a grant date for financial accounting purposes had not occurred and the Company did not record any stock compensation related to these performance shares during the ~~six~~three months ended ~~September~~June 30, ~~2019, Virtusa India purchased 1,263,117 shares, or approximately 1.2% of Polaris common stock from shareholders for an aggregate purchase price of approximately $8,675. As of September 30, 2019,~~2020. Upon the number of shares of Polaris common stock held by noncontrolling interest shareholders was 2,009,365 or approximately 1.95% of Polaris’ basic shares of common stock outstanding. Subsequent to the expiry of the delisting offer period on July 31, 2019,grant date, the Company ~~has no obligation to redeem~~will recognize the ~~shares and accordingly~~stock compensation expense over the remaining ~~redeemable noncontrolling interest amounting to $15,093 has been reclassified to permanent equity. As of September 30, 2019,~~future requisite service period from the Company recorded noncontrolling interest amounting to $15,128 (including $146 of net income and $111 of accumulated other comprehensive loss attributable to noncontrolling interest for the reporting period).grant date.

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(15) Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive income (loss) by component were as ~~follows for the three and six months ended September 30, 2019 and 2018:~~follows:


	Three Months Ended				Six Months Ended				Three Months Ended
	September 30,				September 30,				June 30,
	2019		2018		2019		2018		2020		2019
Investment securities
Beginning balance	$	15	$	199	$	12	$	69	$	12	$	12
Other comprehensive income (loss) (OCI) before reclassifications, net of tax of $0, $(2), $0 and $19		(3)		(271)		(2)		(141)
Reclassifications from OCI to other income, net of tax of $0, $(1), $0 and $21		—		(181)		2		(174)
Less: Noncontrolling interests, net of tax of $0, $15, $0 and $11		—		28		—		21
Comprehensive income (loss) on investment securities, net of tax of $0, $12, $0 and $51		(3)		(424)		—		(294)
Other comprehensive income (loss) (OCI) before reclassifications, net of tax of $0, $0										—		1
Reclassifications from OCI to other income, net of tax of $0 for all periods										—		2
Less: Noncontrolling interests, net of tax of $0 for all periods										—		—
Comprehensive income (loss) on investment securities, net of tax of $0 for all periods										—		3
Closing balance	$	12	$	(225)	$	12	$	(225)	$	12	$	15
Currency translation adjustments
Beginning balance	$	(57,872)	$	(50,477)	$	(57,354)	$	(41,207)	$	(71,207)	$	(57,354)
OCI before reclassifications		(6,355)		(7,071)		(6,736)		(17,724)		2,065		(381)
Less: Noncontrolling interests		111		230		(26)		1,613		—		(137)
Comprehensive income (loss) on currency translation adjustments		(6,244)		(6,841)		(6,762)		(16,111)		2,065		(518)
Closing balance	$	(64,116)	$	(57,318)	$	(64,116)	$	(57,318)	$	(69,142)	$	(57,872)
Cash flow hedges
Beginning balance	$	(796)	$	(1,831)	$	39	$	1,881	$	(11,818)	$	39
OCI before reclassifications net of tax of $(73), $(1,677), $(283) and $(3,189)		(46)		(4,440)		(247)		(7,946)
OCI before reclassifications net of tax of $263, $(210)										966		(202)
Reclassifications from OCI to
—Revenue, net of tax of $0, $282, $7 and $406		—		525		11		757
—Costs of revenue, net of tax of $(240), $163, $(316) and $89		(879)		496		(1,208)		252
—Selling, general and administrative expenses, net of tax of $(104), $85, $(141) and $45		(379)		258		(541)		128
—Interest expenses, net of tax of $(26), $(61), $(81) and $(114)		(75)		(176)		(228)		(329)
Less: Noncontrolling interests, net of tax of $0, $(6), $0 and $42		—		(11)		(1)		78
Comprehensive income (loss) on cash flow hedges, net of tax of $(443), $(1,214), $(814) and $(2,721)		(1,379)		(3,348)		(2,214)		(7,060)
—Revenue, net of tax of $0, $6										—		12
—Costs of revenue, net of tax of $147, $(77)										466		(328)
—Selling, general and administrative expenses, net of tax of $58, $(38)										182		(162)
—Interest expenses, net of tax of $187, $(54)										523		(154)
Less: Noncontrolling interests, net of tax of $0 for all periods										—		(1)
Comprehensive income (loss) on cash flow hedges, net of tax of $655, $(373)										2,137		(835)
Closing balance	$	(2,175)	$	(5,179)	$	(2,175)	$	(5,179)	$	(9,681)	$	(796)
Benefit plans
Beginning balance	$	(1,928)	$	(1,632)	$	(2,084)	$	(1,424)	$	(2,242)	$	(2,084)
OCI before reclassifications net of tax of $0, $29, $0 and $348		(1,034)		(32)		(911)		(352)
OCI before reclassifications net of tax of $0, $0										11		123
Reclassifications from OCI for prior service credit (cost) to:
Other income (expense), net of tax of $0 for all periods		7		14		13		28
Other income (expense), net of tax of $0, $0										10		6
Reclassifications from net actuarial gain (loss) amortization to:
Other income (expense), net of tax of $0 for all periods.		104		38		140		77
Other adjustments		75		93		72		151
(Less): Noncontrolling interests, net of tax $0 for all periods		—		8		(6)		9
Comprehensive income (loss) on benefit plans, net of tax of $0, $29, $0 and $348		(848)		121		(692)		(87)
Other income (expense), net of tax of $0, $0										96		36
Other adjustments, net of tax of $0, $0										(38)		(3)
(Less): Noncontrolling interests, net of tax $0, $0										—		(6)
Comprehensive income (loss) on benefit plans, net of tax of $0, $0										79		156
Closing balance		(2,776)	$	(1,511)		(2,776)	$	(1,511)		(2,163)	$	(1,928)
Accumulated other comprehensive loss	$	(69,055)	$	(64,233)	$	(69,055)	$	(64,233)	$	(80,974)	$	(60,581)

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(16) ~~Treasury Stock~~Commitments, Contingencies and Guarantees.

~~On August 5, 2019,~~The Company indemnifies its officers and directors for certain events or occurrences under its charter or by-laws and under indemnification agreements while the ~~Company's board of directors authorized~~officer or director is, or was, serving at its request in a ~~share repurchase program of up to $30,000~~defined capacity. The term of the ~~Company's common stock over 12 months from~~indemnification period is with respect to the ~~approval date, subject to certain price and other trading restrictions as established by~~period that such person was an officer or director of the Company. ~~During the three months ended September 30, 2019,~~The maximum potential amount of future payments the Company ~~repurchased 505,565 shares~~could be required to make under these indemnification obligations is unlimited. The costs incurred to defend lawsuits or settle claims related to these indemnification obligations have not been material. As a result, the Company believes that its estimated exposure on these obligations is minimal. Accordingly, the Company had 0 liabilities recorded for these obligations as of ~~the Company’s common stock at a weighted average price of $36.93 per share for an aggregate purchase price of $18,680.~~June 30, 2020.

~~(17) Commitments~~The Company is insured against any actual or alleged act, error, omission, neglect, misstatement or misleading statement or breach of duty by any current or former officer, director or employee while rendering information technology services. The Company believes that its financial exposure from such actual or alleged actions, should they arise, is minimal and ~~Contingencies~~0 liability was recorded at June 30, 2020.

From time to time the Company is involved in legal proceedings, claims and litigation related to employee claims, contractual disputes and taxes in the ordinary course of business. The Company accrues a liability when a loss is considered probable and the amount can be reasonably estimated. When a material loss contingency is reasonably possible but not probable, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can be made. Legal fees are expensed as incurred. Although the Company cannot predict the outcome of such matters, the Company has no reason to believe the disposition of any current matter, other than the specific matters described below, could reasonably be expected to have a material adverse impact on the Company’s balance sheets, income of operations and cash flows or the ability to carry on any of its business activities. This assessment is based on our current understanding of relevant facts and circumstances. As such, our view of these matters is subject to inherent uncertainties and may change in the future.

~~Recently, one~~

One of the ~~Company’~~Company’s larger clients made a demand for damages related to a project in which the Company was performing services. The client alleges breaches of certain representations and warranties regarding the ~~Company~~Company’s performance and is seeking indemnification for damages from those alleged breaches. NoNaN litigation has been filed. The Company believes that it has defenses against the claims described in the demand, and intends to zealously defend against those claims. ~~Even so,~~However, the Company cannot provide any assurance that the Company will prevail in the dispute or even partially prevail. Further, if the Company is unsuccessful in any settlement discussions, the Company also cannot provide any assurance that the client will not use set off rights in the contract, even if the Company disputes the claims or amount of damages alleged. In the event the Company does not fully prevail in this dispute, the Company may have to pay damages in amounts for which it may not have reserved or which may or may not be covered by the Company’s insurance policies; further, even if the damages are covered, depending on the outcome, the ~~Company~~Company’s insurance may not cover or be adequate to pay the entire claim. In addition, the Company cannot guarantee that the Company will not lose future business with such client as a result of such dispute.

On February 28, 2019, the Supreme Court of India issued a ruling interpreting certain statutory defined contribution obligations of employees and employers, which altered historical understandings of such obligations, extending them to cover additional portions of employee income. As a result, contributions by our employees and the Company will increase in future periods. There is uncertainty as to whether the Indian government will apply the Supreme Court's ruling on a retroactive basis and if so, how this liability should be calculated as it is impacted by multiple variables, including the period of assessment, the application with respect to certain current and former employees and whether interest and penalties may be assessed. As such, the ultimate amount of our obligation is difficult to quantify. If the Indian government were to apply the Supreme Court ruling retroactively, without assessing interest and penalties, the impact would be a charge of approximately $7,500 to the Company’s income from operations and cash flows.

The Company is currently involved in an open examination by tax authorities in the United States related to the employment tax treatment of certain payments made to employees in the ordinary course of business. The Company cannot predict the outcome of the dispute, but it is in the process of evaluating the merits of a recent notice of proposed wage adjustment and is preparing a timely and appropriate response. At this time, it is premature to predict whether resolution of the dispute could reasonably be expected to have a material adverse impact on the Company’s income from operations and cash flows.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of ~~the~~our financial condition and results of our operations ~~of Virtusa Corporation~~ should be read ~~in conjunction~~together with ~~the~~our consolidated financial statements and ~~the~~ related notes ~~thereto~~to consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q and the audited financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended March 31, ~~2019~~2020 (the “Annual Report”), which has been filed with the Securities and Exchange Commission, or SEC.

Forward-looking statements

The statements contained in this Quarterly Report on Form 10-Q that are not historical facts are forward-looking statements (within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act) that involve risks and uncertainties. Such forward-looking statements may be identified by, among other things, the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “seek,” “intends,” “plans,” “estimates,” “projects,” “anticipates,” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. These forward-looking statements, such as statements regarding anticipated future revenue, the strength of our market position, the impact of the COVID-19 pandemic, our ability to accurately forecast sales, revenue or pipeline, progress against our goals, market opportunity in the high-tech and healthcare industries, costs of attracting and retaining IT professionals, contract percentage completions, capital expenditures, plans for repatriation of cash to the United States, the effect of new accounting pronouncements, management’s plans and objectives and other statements regarding matters that are not historical facts, involve predictions. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. There are ~~a number of~~several important factors that could cause our results to differ materially from those indicated by such forward-looking statements, including those factors set forth in Item 1A. “Risk Factors” in the Annual Report and those factors referred to or discussed in or incorporated by reference into the section titled “Risk Factors” included in Item 1A of Part II of this Quarterly Report on Form 10-Q. We urge you to consider those risks and uncertainties in evaluating our forward-looking statements. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Business overview

Virtusa Corporation (the “Company”, “Virtusa”, “we”, “us” or “our”) is a global provider of digital business strategy, digital engineering and information technology (“IT”) ~~outsourcing~~ services and solutions that ~~accelerate business outcomes for our clients.~~help clients change, disrupt, and unlock new value through innovation engineering. We support ~~Forbes~~ Global 2000 clients across ~~large, consumer facing~~key industries ~~like~~including banking, financial services, insurance, healthcare, communications, technology, and media and ~~entertainment, as these clients seek to~~entertainment. We help improve ~~their~~ business performance through accelerating revenue growth, delivering compelling consumer experiences, improving operational efficiencies, and lowering overall IT costs. We provide services across the entire spectrum of the IT services lifecycle, from consulting, to technology and user experience (“UX”) design, development of IT applications, systems integration, digital engineering, testing and business assurance, and maintenance and support services, including cloud, infrastructure and managed services. We help our clients solve critical business problems by leveraging a combination of our distinctive consulting approach, end-to-end digital engineering capabilities, unique platforming methodology, and deep domain and technology expertise.

~~Our~~

Virtusa helps clients grow their business with innovative services ~~enable our clients to accelerate business outcomes~~that create operational efficiency using digital labor, future-proof operational and IT platforms, and rationalization and modernization of IT applications infrastructure. We help organizations realize the benefits of digital transformation and cloud transformation by ~~consolidating, rationalizing~~bringing together digital infrastructure, analytics and ~~modernizing their core customer-facing processes into one or more core systems.~~intelligence and customer experience by engineering the digital enterprise of tomorrow on the cloud. We deliver ~~cost-effective~~cost effective solutions through a global delivery model, applying advanced methods such as Agile, an industry standard technique designed to accelerate application development. We ~~also~~ use our ~~consulting methodology, which we refer~~Digital Transformation Studio

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(“DTS”) engineering tools to ~~as Accelerated Solution Design (“ASD”), which is a collaborative decision-making~~drive software development lifecycle automation to improve quality, enabling speed and ~~design process performed with the client to ensure our solutions meet the client’s specifications~~increasing productivity. Our proprietary DTS was built by Virtusa’s engineering teams that have decades of industry knowledge and ~~requirements. Our~~experience. These teams are certified and leverage Virtusa’s industry leading ~~business transformational solutions combine~~tools and assets, providing increased speed and transparency.

Headquartered in Massachusetts, we have offices throughout the Americas, Europe, Middle East and Asia, with significant global delivery centers in the United States, India, Sri Lanka, Hungary, Singapore and Malaysia. We also have many employees who work with our clients either onsite or virtually, which offers flexibility for both clients and employees. At June 30, 2020, we had 22,716 employees, or team members.

In fiscal year 2020, we initiated a multi-year strategy to increase our revenue growth, operating margin accretion, and earnings per share growth. Our strategy focuses on three fundamental pillars: increasing profitable revenue growth by targeting large digital and cloud transformation engagements, achieving greater revenue diversification, categorized by geography, industry and client, and increasing gross and operating margins through pyramid efficiencies, project profitability and general and administrative expense leverage.

The significant negative impact of COVID-19 on the global economy has created near-term challenges for us and the entire IT services industry. Simultaneously, the global pandemic has revealed unique opportunities for us to strengthen and advance our three-pillar plan. As a result, in late fiscal year 2020 and early fiscal year 2021, we launched several new initiatives under our three-pillar strategy designed to enable us to navigate the pandemic’s near-term economic impacts, and strengthen our overall market, financial and operational positioning going forward.

Our fiscal year 2021 plan builds on and strengthens our three-pillar strategy of increased profitable revenue growth, revenue and client diversification, and margin expansion. On the first pillar, we are increasing our efforts to capture new opportunities created by a change in Global 2000 enterprises’ buying behaviors during the COVID-19 pandemic. For example, in late fiscal year 2020, we launched several go-to-market campaigns targeting remote workforce enablement, cost reduction and efficiency programs, and end-to-end deep digital transformation. In addition to our COVID-19 specific actions, we are also sharpening our sales and marketing efforts in fiscal year 2021 to target an increasing number of large, recurring, high-margin, and faster growing digital and cloud transformation engagements.

On the second pillar of revenue and client diversification, while our progress in the first quarter of fiscal 2021 was offset by the impact of COVID-19 on overall client demand, we believe that we continued to make headway against our long-term goals of a more diversified portfolio of geographies, industries and accounts. Our recent efforts to increase our geographic diversification, including the realignment of our regional supervision and key local leadership hires made in Europe and the Middle East continued to drive closer relationships with our clients in Europe, Middle East and Asia, and thus increased opportunities in the first quarter of fiscal 2021. With respect to industry group diversification, our first quarter fiscal 2021 results reflect continued steady progress. Our Communications and Technology (C&T) industry group revenue grew 3.3% year-over-year in the first quarter of fiscal 2021, and C&T as a percentage of total revenue increased 200 basis points from 22% to 24% over the same time period in fiscal 2020. Our Media, Information and Other revenue increased 16.6% year-over-year in the first quarter of fiscal 2021. We broke out our Healthcare industry group revenue for the first time in the first quarter of fiscal 2021 to provide our investors with increased transparency into this high-potential industry vertical. In the first quarter of fiscal 2021, Healthcare revenue was 14% of our total revenue. Lastly, our Banking, Financial Services and Insurance revenue mix continued to decline in the first quarter of fiscal 2021 to 55% of our total revenue from 57% in the first quarter of fiscal 2020. Given the significant opportunity we have to continue expanding our presence in high-growth sectors such as High-Tech and Healthcare, in fiscal year 2021 we plan on increasing our investments in our domain expertise, skills, and sales and marketing programs in these sectors.

Regarding client level diversification, we recognize the importance over the long-term to reduce revenue concentration at our largest accounts and capture increasing organic growth opportunities across the remainder of our account base. To do so, in fiscal year 2021, we will direct more of our sales and marketing efforts toward smaller accounts that have the ability to expand significantly with us. We have had success with this strategy at our ~~strengths~~strategic clients. We will apply these same techniques to grow high potential accounts faster than our total company in ~~software engineering~~order to accelerate account diversification.

Finally, with respect to Virtusa’s third pillar, margin expansion, our fiscal year 2021 plan includes several strategies underway aimed to improve our gross and ~~business consulting~~operating margins by reducing our costs and creating operating efficiencies. Specifically, our fiscal year 2021 plan includes actions underway to ~~support our clients’ business imperative initiatives across business growth and IT operations.~~improve pyramid efficiencies, reduce the

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~~Headquartered~~use of sub-contractors, increase utilization, and reduce general and administrative expenses as a percentage of revenue. In the first quarter of fiscal year 2021, our gross and operating margin performance exceeded our expectations, driven in ~~Massachusetts, we have offices~~part by higher utilization and execution of our cost containment initiatives.

Recent developments

COVID-19 and factors impacting our business and operating results

During the first quarter of fiscal 2021, the global pandemic related to COVID-19 presented significant challenges and adversely impacted our business and operating results. We are unable at this time to predict the full impact of COVID-19 on our operations, liquidity and financial results, and, depending on the magnitude and duration of the COVID-19 pandemic, such impact may be material. We expect to see continued adverse impacts to our revenue, earnings and cash flows due to the COVID-19 pandemic in the ~~United States, Canada,~~second quarter of fiscal 2021, which may also continue into the ~~United Kingdom, the Netherlands, Germany, Switzerland, Sweden, Austria, the United Arab Emirates, Hong Kong, Japan, Qatar, Mexico, Australia~~third quarter or beyond. Accordingly, current results and ~~New Zealand, with global delivery centers in India, Sri Lanka, Hungary, Singapore~~financial condition discussed herein may not be indicative of future operating results and ~~Malaysia, as well as multiple near shore delivery centers~~trends. Refer to “Risk Factors” in the ~~United States. At September 30, 2019, we had 22,411 employees, or~~Annual Report for further discussion of the impact of the COVID-19 pandemic on our business.

In response to the COVID-19 pandemic, Virtusa quickly initiated a rigorous plan to protect the health and safety of its global team ~~members.~~members, while continuing to serve clients in a safe and sustainable manner. As the world faces unprecedented challenges caused by COVID-19, Virtusa is committed to doing everything possible to help our team members and clients manage through these turbulent times. Actions include:

●

Enacted a Work-From-Home policy starting March 9, 2020. Today, over 98% of Virtusa’s global billable team members are enabled to work from home.

●

Conduct regular weekly meetings by Virtusa’s COVID-19 Task Force to coordinate the Company’s ongoing response to the pandemic and develop initiatives focused on safety protocols for personnel and facilities, team member support, technology enablement, productivity, and communications with clients to manage the crisis.

●

Proactively launched a series of new services and solutions tailored to help clients address the challenges created by COVID-19, including Hyper Distributed Agile Services, Agile Squads, and Release Assurance.

●

Implemented a comprehensive cost reduction and efficiency plan across delivery, shared services and professional services.

Financial overview

In the three months ended ~~September~~June 30, ~~2019,~~2020, our revenue ~~increased~~decreased by ~~7.5%~~5.6% to ~~$328.5~~$301.1 million, compared to ~~$305.5~~$319.0 million in the three months ended ~~September~~June 30, ~~2018. In the six months ended September 30, 2019, our revenue increased by 6.9% to $647.5 million, compared to $605.6 million in the six months ended September 30, 2018.~~2019.

In the three months ended ~~September~~June 30, ~~2019,~~2020, our income from operations ~~increased~~decreased by ~~37.2%~~46.7% to ~~$19.2~~$7.2 million, compared to ~~$14.0~~$13.4 million in the three months ended ~~September~~June 30, ~~2018. In the six months ended September 30, 2019, our income from operations increased by 16.9% to $32.7 million, compared to $27.9 million in the six months ended September 30, 2018.~~2019.

In the three months ended ~~September~~June 30, ~~2019,~~2020, net income (loss) available to Virtusa common stockholders ~~increased~~decreased by ~~1342.2%~~104.1% to a net loss of $(0.2) million, as compared to a net income of ~~$6.0 million, as compared to $0.4~~$4.7 million in the three months ended ~~September~~June 30, ~~2018. Net income increased by 254.5% to a net income $10.8 million in the six months ended September 30, 2019, compared to a net loss of $(7.0) million in the six months ended September 30, 2018.~~2019.

The ~~increase~~decrease in revenue for the three ~~and six~~ months ended ~~September~~June 30, ~~2019,~~2020, as compared to the three ~~and six~~ months ended ~~September~~June 30, ~~2018,~~2019, primarily resulted from:

●

~~Growth, led by several of our top ten clients,~~Impact from COVID-19 pandemic, primarily ~~in our communication~~due to business interruptions and ~~technology (“C&T”) industry group~~ project delays, as well as elongated client decision making cycles

●

~~Revenue growth in North America~~

~~partially offset by:~~

●

Decline in revenue from Europe, primarily driven ~~by:~~

~~Decline in~~by one of our large European banking clients

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o●

~~Substantial depreciation~~Decrease in several of our top ten clients, primarily in our healthcare industry group

●

Productivity savings provided to our largest client as part of the vendor consolidation process

partially offset by:

●

Increase in our largest telecommunication client and revenue from several tuck-in asset and business acquisitions closed in the ~~U.K. pound sterling (“GBP”) against the U.S. dollar~~fiscal year ended March 31, 2020

The key drivers of the decrease in our net income for the three months ended June 30, 2020, as compared to the three months ended June 30, 2019, were as follows:

●

Decrease in revenue, ~~in our media, information and other (“M&I”) industry group~~

~~The key drivers of the increase in our net income for the three and six months ended September 30, 2019, as compared to the three and six months ended September 30, 2018, were as follows:~~

●

~~Higher revenue particularly in several of our top ten clients,~~ primarily ~~in our C&T industry group, partially offset by substantial depreciation in~~related to the ~~GBP against the U.S. dollar~~

●

~~Decrease in operating expense as a percentage of revenue, reflecting a larger revenue base and our cost reduction initiatives~~COVID-19 pandemic

●

Substantial ~~decrease~~increase in foreign currency transaction losses, primarily related to the revaluation of Indian rupee denominated intercompany note, primarily due to a substantial ~~appreciation~~depreciation of the Indian rupee against the U.S. ~~dollar~~dollar.

~~partially offset by:~~

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●

Increase in interest expense related to an increase in our outstanding debt under our credit facility

partially offset by:

●

~~Increase~~Decrease in costs of revenue and operating expense, reflecting cost reduction initiatives in response to weakening of demand across our clients’ due to the COVID-19 pandemic

●

Decrease in income tax expense, ~~due~~including tax benefit related to ~~improved results~~our merger of our India operations

High repeat business and client concentration are common in our industry. During the three months ended ~~September~~June 30, 2020 and 2019, 96% and ~~2018,~~ 98% ~~and 88%~~, respectively, of our revenue was derived from clients who had been using our services for more than one year, including clients acquired from eTouch Systems Corp. in March 2018. During the six months ended September 30, 2019 and 2018, 98% and 89%, respectively, of our revenue was derived from clients who had been using our services for more than one year, including clients acquired from eTouch Systems Corp. in March 2018.year. Accordingly, our global account management and service delivery teams focus on expanding client relationships and converting new engagements to long-term relationships to generate repeat revenue and expand revenue streams from existing clients. We also have a dedicated business development team focused on generating engagements with new clients to continue to expand our client base and, over time, reduce client concentration.

We derive our revenue from two types of service offerings: application outsourcing, which is recurring in nature; and consulting, including technology implementation, which is non-recurring in nature. For the three months ended ~~September~~June 30, ~~2019,~~2020, our application outsourcing and consulting revenue represented ~~55%~~54% and ~~45%~~46%, respectively, of our total revenue as compared to ~~53%~~57% and ~~47%~~43%, respectively, for the three months ended ~~September~~June 30, 2018. For the six months ended September 30, 2019, our application outsourcing and consulting revenue represented 56% and 44%, respectively, of our total revenue as compared to 53% and 47%, respectively, for the six months ended September 30, 2018.2019.

In the three months ended ~~September~~June 30, ~~2019,~~2020, our North America revenue ~~increased~~decreased by ~~11.0%~~2.7%, or ~~$24.0~~$6.2 million, to ~~$242.3~~$224.3 million, or ~~73.8%~~74.5% of total revenue, from ~~$218.3~~$230.5 million, or ~~71.5%~~72.2% of total revenue, in the three months ended ~~September~~June 30, 2018. In the six months ended September 30, 2019, our North America revenue increased by 10.5%, or $44.9 million, to $472.8 million, or 73.0% of total revenue, from $427.9 million, or 70.7% of total revenue in the six months ended September 30, 2018.2019. The ~~increase~~decrease in North America revenue for the three ~~and six~~ months ended ~~September~~June 30, ~~2019~~2020 was primarily due to the ~~increase~~decrease in revenue from clients in ~~the C&T~~our healthcare industry group, ~~including customer contracts with certain existing customers acquired~~partially offset by revenue from ~~third parties.~~several tuck-in asset and business acquisitions closed in the fiscal year ended March 31, 2020.

In the three months ended ~~September~~June 30, ~~2019,~~2020, our European revenue decreased by ~~5.6%~~20.0%, or ~~$3.4~~$12.7 million, to ~~$57.0~~$50.4 million, or ~~17.4%~~16.7% of total revenue, from ~~$60.4~~$63.1 million, or 19.8% of total revenue in the three months ended ~~September~~June 30, 2018. In the six months ended September 30, 2019, our European revenue decreased by 5.5%, or $7.0 million, to $120.1 million, or 18.5% of total revenue, from $127.1 million, or 21.0% of total revenue in the six months ended September 30, 2018.2019. The decrease in European revenue for the three ~~and six~~ months ended ~~September~~June 30, ~~2019~~2020 was primarily due to a decline in revenue from one of our large banking clients, ~~and the substantial depreciation~~partially offset by increase in ~~the GBP against the U.S. dollar.~~our largest telecommunication client.

Our gross profit ~~increased~~decreased by ~~$0.7~~$15.7 million to ~~$89.9~~$68.6 million for the three months ended ~~September~~June 30, ~~2019,~~2020, as compared to ~~$89.2~~$84.3 million for the three months ended ~~September~~June 30, ~~2018. Our gross profit increased by $1.5 million to $174.2 million for the six months ended September 30, 2019 as compared to $172.7 million in the six months ended September 30, 2018.~~2019. The ~~increase~~decrease in gross profit during the three ~~and six~~ months ended ~~September~~June 30, ~~2019,~~2020, as compared to the three ~~and six~~ months ended ~~September~~June 30, ~~2018,~~2019, was primarily due to lower revenue, higher ~~revenue~~

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onsite effort and an increase in subcontractor costs partially offset by ~~higher onsite effort~~decrease in travel and ~~subcontractor costs.~~ related expense as well as cost optimization programs with respect to our subcontractors implemented in the three months ended June 30, 2020. As a percentage of revenue, gross margin ~~was 27.4% and 29.2%~~decreased from 26.4% in the three months ended ~~September~~June 30, 2019 ~~and 2018, respectively. During~~to 22.8% in the ~~six~~three months ended ~~September~~June 30, 2019 and 2018, gross margin, as a percentage of revenue, was 26.9% and 28.5%, respectively. The decrease in gross margin during three and six months ended September 30, 2019 was primarily due to higher onsite effort, an increase in subcontractors cost and lower utilization.2020.

We perform our services under both time-and-materials and fixed-price contracts. Revenue from fixed-price contracts represented ~~39%~~41% and 40% of total revenue, and revenue from time-and-materials contracts represented ~~61%~~59% and 60% of total revenue for the three months ended ~~September~~June 30, ~~2019~~2020 and ~~2018, respectively. Revenue from fixed-price contracts represented 40% and 40% of total revenue and revenue from time-and-materials contracts represented 60% and~~

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~~60% for the six months ended September 30,~~ 2019, ~~and 2018,~~ respectively. The revenue earned from fixed-price contracts in the three ~~and six~~ months ended ~~September~~June 30, ~~2019~~2020 primarily reflects our client preferences.

As an IT services company, our revenue growth is highly dependent on our ability to attract, develop, motivate and retain skilled IT professionals. We monitor our overall attrition rates and patterns to align our people management strategy with our growth objectives. At ~~September~~June 30, ~~2019,~~2020, our attrition rate for the trailing 12 months, which reflects voluntary and involuntary attrition as part of our cost reduction initiatives, was approximately ~~25.6%~~24.1%. Our attrition rate at ~~September~~June 30, ~~2019~~2020 reflects a higher rate of attrition as compared to the corresponding prior year period. The majority of our attrition occurs in India and Sri Lanka, and is weighted towards the more junior members of our staff. In response to higher attrition and as part of our retention strategies, we have experienced increases in compensation and benefit costs, which may continue in the future. However, we try to absorb such cost increases through price increases or cost management strategies such as managing discretionary costs, the mix of professional staff and utilization levels and achieving other operating efficiencies. If our attrition rate increases or is sustained at higher levels, our growth may slow and our cost of attracting and retaining IT professionals could increase.

We engage in a foreign currency hedging strategy using foreign currency forward contracts designed to hedge fluctuations in the Indian rupee against the U.S. dollar and the GBP, as well as the euro, the Canadian dollar, the Australian dollar and the GBP against the U.S. dollar, when consolidated into U.S. dollars. There is no assurance that these hedging programs or hedging contracts will be effective. Because these foreign currency forward contracts are designed to reduce volatility in the Indian rupee, GBP and euro exchange rates, they not only reduce the negative impact of a stronger Indian rupee, weaker GBP, euro, Canadian dollar and Australian dollar but also could reduce the positive impact of a weaker Indian rupee on our Indian rupee expenses or reduce the impact of a stronger GBP, euro, Canadian dollar and Australian dollar on our GBP, euro, Canadian dollar and Australian dollar denominated revenues.

Application of critical accounting estimates and risks

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including the recoverability of tangible assets, the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and judgments, in particular those related to the recognition of revenue and profits based on the percentage of completion method of accounting for fixed-price contracts, share-based compensation, income taxes, including reserves for uncertain tax positions, deferred taxes and liabilities, intangible assets and valuation of financial instruments including derivative contracts and investments. Actual amounts could differ significantly from these estimates. Our management bases its estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the amounts of revenue and expenses that are not readily apparent from other sources. Additional information about these critical accounting policies may be found in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section included in the Annual Report.

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Results of operations

Three months ended ~~September~~June 30, ~~2019~~2020 compared to the three months ended ~~September~~June 30, ~~2018~~2019

The following table presents an overview of our results of operations for the three months ended ~~September~~June 30, ~~2019~~2020 and ~~2018:~~2019:

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		Three Months Ended									Three Months Ended
		September 30,									June 30,
		2019		2018		$ Change		% Change			2020		2019		$ Change		% Change

	(Dollars in thousands)									(Dollars in thousands)
Revenue		$	328,501	$	305,520	$	22,981	7.5	%		$	301,064	$	319,024	$	(17,960)	(5.6)	%
Costs of revenue			238,584		216,346		22,238	10.3	%			232,460		234,735		(2,275)	(1.0)	%
Gross profit			89,917		89,174		743	0.8	%			68,604		84,289		(15,685)	(18.6)	%
Operating expenses			70,682		75,155		(4,473)	(6.0)	%			61,449		70,861		(9,412)	(13.3)	%
Income from operations			19,235		14,019		5,216	37.2	%			7,155		13,428		(6,273)	(46.7)	%
Other expense			(7,157)		(12,461)		5,304	(42.6)	%			(5,957)		(2,669)		(3,288)	123.2	%
Income before income tax expense (benefit)			12,078		1,558		10,520	675.2	%
Income tax expense (benefit)			4,830		(402)		5,232	1301.5	%
Income before income tax expense												1,198		10,759		(9,561)	(88.9)	%
Income tax expense												304		4,739		(4,435)	(93.6)	%
Net income			7,248		1,960		5,288	269.8	%			894		6,020		(5,126)	(85.1)	%
Less: net income attributable to noncontrolling interests, net of tax			146		455		(309)	(67.9)	%			—		186		(186)	(100.0)	%
Net income available to Virtusa stockholders			7,102		1,505		5,597	371.9	%			894		5,834		(4,940)	(84.7)	%
Less: Series A Convertible Preferred Stock dividends and accretion			1,088		1,088		—	—	%			1,087		1,087		—	—	%
Net income attributable to Virtusa common stockholders		$	6,014	$	417	$	5,597	1342.2	%
Net income (loss) attributable to Virtusa common stockholders											$	(193)	$	4,747	$	(4,940)	(104.1)	%

Revenue

Revenue ~~increased~~decreased by ~~7.5%~~5.6%, or ~~$23.0~~$17.9 million, from ~~$305.5~~$319.0 million during the three months ended ~~September~~June 30, ~~2018~~2019 to ~~$328.5~~$301.1 million in the three months ended ~~September~~June 30, ~~2019.~~2020. The ~~increase~~decrease in revenue was primarily ~~driven by an increase~~due to decrease in revenue from several of our top ten clients, primarily in our ~~C&T~~healthcare industry group, ~~including customer contracts with certain existing customers acquired from third parties, partially offset by~~productivity savings provided to our largest client as part of the vendor consolidation process and a decline in revenue from one of our large European banking clients, ~~substantial depreciation~~partially offset by increase in revenue from our largest telecommunication client and several tuck-in asset and business acquisitions closed in the ~~GBP against the U.S. dollar and a decrease in our M&I industry group.~~fiscal year ended March 31, 2020. Revenue from North American clients in the three months ended ~~September~~June 30, ~~2019 increased~~2020 decreased by ~~$24.0~~$6.2 million, or ~~11.0%~~2.7%, as compared to the three months ended ~~September~~June 30, ~~2018,~~2019, particularly due to the ~~increase~~decrease in revenue from clients in the ~~C&T~~healthcare industry ~~group.~~group, partially offset by revenue from several tuck-in asset and business acquisitions closed in the fiscal year ended March 31, 2020. Revenue from European clients decreased by ~~$3.4~~$12.7 million, or ~~5.6%~~20.0%, as compared to the three months ended ~~September~~June 30, ~~2018,~~2019, primarily due to decline in revenue from one of our large banking clients, ~~and a substantial depreciation~~partially offset by increase in ~~the GBP against the U.S. dollar.~~ revenue from our largest telecommunication client. We had ~~216~~224 active clients at ~~September~~June 30, ~~2019,~~2020, as compared to ~~212~~217 active clients at ~~September~~June 30, ~~2018.~~2019.

Cost of revenue

Costs of revenue ~~increased~~decreased from ~~$216.3~~$234.7 million in the three months ended ~~September~~June 30, ~~2018~~2019 to ~~$238.6~~$232.5 million in the three months ended ~~September~~June 30, ~~2019, an increase~~2020, a decrease of ~~$22.3~~$2.2 million, or ~~10.3%~~1.0%. The ~~increase~~decrease in cost of revenue was primarily due to decrease in travel and related expenses of $6.8 million, partially offset by an increase in subcontractor costs of $1.9 million and an increase in the number of IT professionals and related compensation and benefit costs of ~~$7.1~~$1.6 million, ~~and an increase in subcontractor costs of $16.4 million partially offset by a decrease in travel expense of $1.5 million.~~which also reflect certain cost reduction actions initiated during the three months ended June 30, 2020. At ~~September~~June 30, ~~2019,~~2020, we had ~~20,168~~20,609 IT professionals as compared to ~~19,330~~19,911 at ~~September~~June 30, ~~2018.~~2019. As a percentage of revenue, cost of revenue increased from ~~70.8%~~73.6% for the three months ended ~~September~~June 30, ~~2018~~2019 to ~~72.6%~~77.2% for three months ended ~~September~~June 30, ~~2019.~~2020.

Gross profit

Our gross profit ~~increased~~decreased by ~~$0.7~~$15.7 million, or ~~0.8%~~18.6%, to ~~$89.9~~$68.6 million for the three months ended ~~September~~June 30, ~~2019,~~2020, as compared to ~~$89.2~~$84.3 million for the three months ended ~~September~~June 30, ~~2018,~~2019, primarily due to a decrease in revenue, an increase in subcontractor costs and higher ~~revenue,~~onsite effort, partially offset by ~~higher onsite effort~~a decrease in travel and ~~subcontractor costs.~~related expenses as well as cost

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optimization programs with respect to our subcontractors implemented in the three months ended June 30, 2020. As a percentage of revenue, gross margin ~~decreased from 29.2%~~was 26.4% in the three months ended ~~September~~June 30, ~~2018 to 27.4%~~2019 and 22.8% in the three months ended ~~September~~June 30, ~~2019.~~2020. The decrease in gross margin during the three months ended ~~September~~June 30, ~~2019,~~2020, was primarily driven by ~~higher onsite effort, an~~lower revenue, increase in subcontractor costs, higher onsite effort and lower utilization.

Operating expenses

Operating expenses decreased from ~~$75.2~~$70.9 million in the three months ended ~~September~~June 30, ~~2018~~2019 to ~~$70.7~~$61.4 million in the three months ended ~~September~~June 30, ~~2019,~~2020, a decrease of ~~$4.5~~$9.5 million, or ~~6.0%~~13.3%. The decrease in operating expenses

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was primarily due to a decrease of $5.2 million in compensation ~~related to non-IT professionals of $6.3 million, which reflects our~~expense, including stock and variable compensation expense as well as cost reduction ~~initiatives~~initiatives. The decrease in operating expense was also due to a decrease in travel and related expenses of $3.2 million and a decrease in ~~travel expense of $0.8 million partially offset by an increase in professional services of $1.0 million, an increase in~~ facilities costs of $0.7 ~~million and an increase in amortization of intangible assets of $0.4~~ million. As a percentage of revenue, our operating expenses decreased from ~~24.6%~~22.2% in the three months ended ~~September~~June 30, ~~2018~~2019 to ~~21.5%~~20.4% in the three months ended ~~September~~June 30, ~~2019.~~2020.

Income from operations

Income from operations ~~increased~~decreased by ~~37.2%~~46.7%, from ~~$14.0~~$13.4 million in the three months ended ~~September~~June 30, ~~2018~~2019 to ~~$19.2~~$7.2 million in the three months ended ~~September~~June 30, ~~2019.~~2020. As a percentage of revenue, income from operations ~~increased~~decreased from ~~4.6%~~4.2% in the three months ended ~~September~~June 30, ~~2018~~2019 to ~~5.9%~~2.4% in the three months ended ~~September~~June 30, ~~2019,~~2020, primarily due to ~~an increase in revenue and~~ a decrease in ~~operating expenses, partially offset by a decrease in gross margin due to higher onsite effort, an~~revenue, increase in subcontractor costs and ~~lower utilization.~~higher onsite effort, partially offset by decrease in operating expense.

Other ~~income (expense)~~expense

Other expense ~~decreased~~increased by ~~$5.3~~$3.3 million, from ~~$12.5~~$2.7 million in the three months ended ~~September~~June 30, ~~2018~~2019 to ~~$7.2~~$6.0 million in the three months ended ~~September~~June 30, ~~2019, primarily~~2020, primary due to an increase in net ~~decrease in~~ foreign currency transaction losses related to the revaluation of a ~~$300~~$240.4 million Indian rupee denominated intercompany note, primarily due to a substantial ~~appreciation~~depreciation of the Indian rupee against the U.S. dollar ~~partially offset by~~and an increase in interest expense related to our ~~term loan.~~credit facility, primarily related to increase in the borrowings and interest rate.

Income tax expense

Income tax expense ~~increased~~decreased by ~~$5.2~~$4.4 million, from ~~a benefit of $(0.4)~~$4.7 million in the three months ended ~~September~~June 30, ~~2018~~2019 to ~~an expense of $4.8~~$0.3 million in the three months ended ~~September~~June 30, ~~2019.~~2020. Our effective tax rate ~~increased~~decreased from ~~a benefit of (25.8)%~~44.0% for the three months ended ~~September~~June 30, ~~2018~~2019 to ~~an expense of 40.0%~~25.4% for the three months ended ~~September~~June 30, ~~2019.~~2020. The ~~increase~~decrease in tax expense and ~~the~~ effective tax rate for the three months ended ~~September~~June 30, ~~2019,~~2020, was primarily due to ~~improved results of operations and~~ a decrease in income from operations, the election of foreign tax ~~benefits from stock compensation offset by Base Erosion Alternative Tax (“BEAT”) expense during~~credits, lower statutory rates in India and the ~~three months ended September 30, 2019.~~merger of our Indian operations. The merger permits previous nondeductible items to be deducted in computing taxable income.

Noncontrolling interests

In connection with the Polaris acquisition, for the three months ended ~~September~~June 30, 2019, ~~and 2018,~~ we recorded a noncontrolling interest of ~~$0.1~~$0.2 million, ~~and $0.5 million, respectively,~~ representing a ~~2.13% and 5.96%~~3.0%, ~~respectively,~~ share of profits of Polaris held by parties other than Virtusa.

During the three months ended March 31, 2020, Polaris merged with and into Virtusa India, with Virtusa India being the surviving entity. As of March 31, 2020, we own 100% of Polaris shares.

Net income available to Virtusa stockholders

Net income available to Virtusa stockholders ~~increased~~decreased by ~~371.9%~~$4.9 million or 84.7%, from ~~a net income of $1.5~~$5.8 million in the three months ended ~~September~~June 30, ~~2018~~2019 to ~~a net income of $7.1~~$0.9 million in the three months ended ~~September~~June 30, ~~2019.~~2020. The ~~increase~~decrease in net income in the three months ended ~~September~~June 30, ~~2019~~2020 was primarily due to a decrease in ~~net~~revenue and income from operations, an increase in foreign currency transaction losses and an increase in interest expense related to ~~the revaluation of~~our credit facility, partially offset by a ~~$300 million Indian rupee denominated intercompany note, primarily due to a substantial appreciation of the Indian rupee against the U.S. dollar.~~decrease in income tax expense.

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Series A Convertible Preferred Stock dividends and accretion

In connection with the preferred stock financing transaction with the Orogen Group, we accrued dividends and accreted issuance costs of $1.1 million at a rate of 3.875% per annum during the three months ended ~~September~~June 30, ~~2019~~2020 and ~~2018.~~2019.

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Net income (loss) available to Virtusa common stockholders

Net income (loss) available to Virtusa common stockholders ~~increased~~decreased by ~~1342.2%~~$4.9 million or 104.1%, from a net income of ~~$0.4~~$4.7 million in the three months ended ~~September~~June 30, ~~2018~~2019 to a net ~~income~~loss of ~~$6.0~~$(0.2) million in the three months ended ~~September~~June 30, ~~2019.~~2020. The ~~increase~~decrease in net income in the three months ended ~~September~~June 30, ~~2019~~2020 was primarily due to a decrease in net foreign currency transaction losses related to the revaluation of a $300 million Indian rupee denominated intercompany note, primarily due to a substantial appreciation of the Indian rupee against the U.S. dollar.

~~Six months ended September 30, 2019 compared to the six months ended September 30, 2018~~

~~The following table presents an overview of our results of operations for the six months ended September 30, 2019~~revenue and ~~2018:~~

Six Months Ended

September 30,


2019

2018

$ Change

% Change

(Dollars in thousands)

Revenue

$
647,525

$
605,551

$
41,974

6.9
%
Costs of revenue

473,319

432,827

40,492

9.4
%
Gross profit

174,206

172,724

1,482

0.9
%
Operating expenses

141,543

144,781

(3,238)

(2.2)
%
Income from operations

32,663

27,943

4,720

16.9
%
Other expense

(9,826)

(26,085)

16,259

(62.3)
%
Income before income tax expense

22,837

1,858

20,979

1129.1
%
Income tax expense

9,569

5,463

4,106

75.2
%
Net income (loss)

13,268

(3,605)

16,873

468.0
%
Less: net income attributable to noncontrolling interests

332

1,186

(854)

(72.0)
%
Net income (loss) available to Virtusa stockholders

12,936

(4,791)

17,727

370.0
%
Less: Series A Convertible Preferred Stock dividends and accretion

2,175

2,175

—

%
Net income (loss) attributable to Virtusa common stockholders

$
10,761

$
(6,966)

$
17,727

254.5
%

~~Revenue~~

Revenue increased by 6.9%, or $41.9 million, from $605.6 million during the six months ended September 30, 2018 to $647.5 million in the six months ended September 30, 2019. The increase in revenue was primarily driven by an increase in revenue from several of our top ten clients, primarily in our C&T industry group, including customer contracts with certain existing customers acquired from third parties, partially offset by a decline in one of our large European banking clients, substantial depreciation in the GBP against the U.S. dollar and a decrease in our M&I industry group. Revenue from North American clients in the six months ended September 30, 2019 increased by $44.9 million, or 10.5%, as compared to the six months ended September 30, 2018, particularly due to the increase in revenue from clients in the C&T industry group. Revenue from European clients decreased by $7.0 million, or 5.6%, as compared to the six months ended September 30, 2018, primarily due to a decline in revenue from one of our large banking clients and the substantial depreciation in the GBP against the U.S. dollar. We had 216 active clients at September 30, 2019, as compared to 212 active clients at September 30, 2018.

~~Cost of revenue~~

Costs of revenue increased from $432.8 million in the six months ended September 30, 2018 to $473.3 million in the six months ended September 30, 2019, an increase of $40.5 million, or 9.4%. The increase in cost of revenue was primarily due to an increase in the number of IT professionals and related compensation and benefit costs of $16.7 million and an increase in subcontractor costs of $27.6 million, partially offset by a decrease in travel expense of $4.2 million. At September 30, 2019, we had 20,168 IT professionals as compared to 19,330 at September 30, 2018. As a percentage of revenue, cost of revenue increased from 71.5% for the six months ended September 30, 2018 to 73.1% for the six months ended September 30, 2019.

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~~Gross profit~~

Our gross profit increased by $1.5 million, or 0.9%, to $174.2 million for the six months ended September 30, 2019, as compared to $172.7 million for the six months ended September 30, 2018, primarily due to higher revenue, partially offset by higher onsite effort and subcontractor costs. As a percentage of revenue, gross margin decreased from 28.5% in the six months ended September 30, 2018 to 26.9% in the six months ended September 30, 2019. The decrease in the gross margin in the six months ended September 30, 2019, was primarily driven by higher onsite effort, an increase in subcontractor costs and lower utilization.

~~Operating expenses~~

Operating expenses decreased from $144.8 million in the six months ended September 30, 2018 to $141.5 million in the six months ended September 30, 2019, a decrease of $3.3 million, or 2.2%. The decrease in operating expenses was primarily due to a decrease in compensation related to non-IT professionals of $8.3 million, which reflects our cost reduction initiatives and a decrease in travel expense of $1.8 million partially offset by increase of $3.3 million in facilities costs, an increase in professional services of $2.3 million and an increase in amortization of intangible assets of $0.9 million. As a percentage of revenue, our operating expenses decreased from 23.9% in the six months ended September 30, 2018 to 21.9% in the six months ended September 30, 2019.

~~Income from operations~~

~~Income from operations increased by 16.9%, from $27.9 million in the six months ended September 30, 2018 to $32.7 million in the six months ended September 30, 2019. As a percentage of revenue,~~ income from operations, ~~increased from 4.6% in the six months ended September 30, 2018 to 5.0% in the six months ended September 30, 2019, primarily due to~~ an increase in revenue and a decrease in operating expenses, partially offset by a decrease in gross margin due to higher onsite effort, an increase in subcontractor costs, lower utilization and substantial depreciation in the GBP against the U.S. dollar.

~~Other income (expense)~~

~~Other expense decreased by $16.3 million, from $26.1 million in the six months ended September 30, 2018 to $9.8 million in the six months ended September 30, 2019, primarily due to a net decrease~~ in foreign currency transaction losses ~~related to the revaluation of a $300 million Indian rupee denominated intercompany note, primarily due to a substantial appreciation of the Indian rupee against the U.S. dollar, partially offset by~~and an increase in interest expense related to our ~~term loan.~~credit facility, partially offset by a decrease in income tax expense.

~~Income tax expense~~

Income tax expense increased by $4.1 million from an expense of $5.5 million in the six months ended September 30, 2018 to $9.6 million in the six months ended September 30, 2019. Our effective tax rate decreased from 294.0% for the six months ended September 30, 2018 to 41.9% for the six months ended September 30, 2019. The increase in tax expense and a decrease in effective tax rate for the six months ended September 30, 2019, was primarily due to improved results of operations, an increase in BEAT expense and a decrease in tax benefits from stock compensation offset by decrease in tax expense related to disregarded entities during the six months ended September 30, 2019.

~~Noncontrolling interests~~

In connection with the Polaris Consulting & Services Limited (“Polaris”) acquisition, for the six months ended September 30, 2019 and 2018, we recorded a noncontrolling interest of $0.3 million and $1.2 million, respectively, representing a 2.13% and 6.76%, respectively, share of profits of Polaris held by parties other than Virtusa.

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~~Net income (loss) available to Virtusa stockholders~~

Net income available to Virtusa stockholders increased by 370.0%, from a net loss of $(4.8) million in the six months ended September 30, 2018 to a net income of $12.9 million in the six months ended September 30, 2019. The increase in net income in the six months ended September 30, 2019 was primarily due to a decrease in net foreign currency transaction losses related to the revaluation of a $300 million Indian rupee denominated intercompany note, primarily due to a substantial appreciation of the Indian rupee against the U.S. dollar.

~~Series A Convertible Preferred Stock dividends and accretion~~

In connection with the preferred stock financing transaction with the Orogen Group, we accrued dividends and accreted issuance costs of $2.2 million at a rate of 3.875% per annum during the six months ended September 30, 2019 and 2018.

~~Net income (loss) available to Virtusa common stockholder~~

Net income available to Virtusa common stockholders increased by 254.5%, from a net loss of $(7.0) million in the six months ended September 30, 2018 to a net income of $10.8 million in the six months ended September 30, 2019. The increase in net income in the six months ended September 30, 2019 was primarily due to a decrease in net foreign currency transaction losses related to the revaluation of a $300 million Indian rupee denominated intercompany note, primarily due to a substantial appreciation of the Indian rupee against the U.S. dollar.

Non-GAAP Measures

We include certain non-GAAP financial measures as defined by Regulation G by the Securities and Exchange Commission. These non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures should be read in conjunction with our financial statements prepared in accordance with GAAP.

We consider the total measure of cash, cash equivalents, short-term and long-term investments to be an important indicator of our overall liquidity. All of our investments are classified as ~~either equity or~~time deposits, available-for-sale debt securities and equity securities, including our long-term investments ~~which consist of fixed income securities, including government agency bonds and corporate bonds,~~ which meet the credit rating and diversification requirements of our investment policy as approved by our audit committee and board of directors.

The following table provides the reconciliation from cash and cash equivalents to total cash and cash equivalents, short-term investments and long-term investments:


	At September 30,		At March 31,
	2019		2019		June 30, 2020		March 31, 2020
Cash and cash equivalents	$	183,372	$	189,676	$	285,277	$	290,837
Short-term investments		14,908		33,138		4,035		9,785
Long-term investments		198		322		7		4
Total cash and cash equivalents, short-term and long-term investments	$	198,478	$	223,136	$	289,319	$	300,626

We believe the following financial measures will provide additional insights to measure the operational performance of our business.

●

We present consolidated statements of income ~~(loss)~~ measures that exclude, when applicable, stock-based compensation expense, acquisition-related charges, restructuring charges, foreign currency transaction gains and losses, impairment of investments, impairment of long-lived assets, non-recurring third party financing ~~costs, the tax impact of dividends received from foreign subsidiaries,~~cost, non-recurring fees for potential proxy deliberation, the initial impact of our election to treat certain subsidiaries

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as disregarded entities for U.S. tax purposes, and ~~the impact from the U.S. government enacted comprehensive~~other non-recurring tax ~~legislation (“Tax Act”)~~items to provide further insights into the comparison of our operating results among ~~the~~ periods.

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The following table presents a reconciliation of each non-GAAP financial measure to the most comparable GAAP ~~measure for the three and six months ended September 30:~~measure:


	Three Months Ended						Six Months Ended						Three Months Ended
	September 30,						September 30,						June 30,
	2019			2018			2019			2018			2020			2019
							in thousands, except per share amounts)

													in thousands, except per share amounts)
GAAP income from operations	$	19,235		$	14,019		$	32,663		$	27,943		$	7,155		$	13,428
Add: Stock-based compensation expense		5,834			9,124			12,510			17,062			3,592			6,676
Add: Acquisition-related charges and restructuring charges (1)		4,299			5,829			8,396			11,495
Add: Acquisition-related charges and restructuring charges (a)														2,590			4,097
Add: Non-recurring professional fees (b)														706			—
Non-GAAP income from operations	$	29,368		$	28,972		$	53,569		$	56,500		$	14,043		$	24,201
GAAP operating margin		5.9	%		4.6	%		5.0	%		4.6	%		2.4	%		4.2	%
Effect of above adjustments to income from operations		3.0	%		4.9	%		3.3	%		4.7	%		2.3	%		3.4	%
Non‑GAAP operating margin		8.9	%		9.5	%		8.3	%		9.3	%		4.7	%		7.6	%
GAAP net income (loss) available to Virtusa common stockholders	$	6,014		$	417		$	10,761		$	(6,966)		$	(193)		$	4,747
Add: Stock-based compensation expense		5,834			9,124			12,510			17,062			3,592			6,676
Add: Acquisition-related charges and restructuring charges (1)		4,420			6,300			8,663			12,427
Add: Foreign currency transaction losses (2)		3,437			9,355			2,235			20,113
Tax adjustments (3)		(2,664)			(8,126)			(4,314)			(9,943)
Less: Noncontrolling interest, net of taxes (4)		7			50			(28)			177
Add: Acquisition-related charges and restructuring charges (a)														2,590			4,243
Add: Non-recurring professional fees (b)														706			—
Add: Foreign currency transaction (gains) losses (c)														1,241			(1,202)
Tax adjustments (d)														(1,908)			(1,650)
Less: Noncontrolling interest, net of taxes (e)														—			(35)
Non-GAAP net income available to Virtusa common stockholders	$	17,048		$	17,120		$	29,827		$	32,870		$	6,028		$	12,779
GAAP diluted earnings (loss) per share (6)	$	0.20		$	0.01		$	0.35		$	(0.23)
Effect of stock-based compensation expense (7)		0.17			0.27			0.37			0.51
Effect of acquisition-related charges and restructuring charges (1) (7)		0.13			0.19			0.26			0.37
Effect of foreign currency transaction losses (2) (7)		0.10			0.28			0.07			0.60
Tax adjustments (3) (7)		(0.08)			(0.24)			(0.13)			(0.30)
Effect of dividend on Series A Convertible Preferred Stock (6) (7)		0.03			0.03			0.06			0.06
Effect of change in dilutive shares for non-GAAP (6)		(0.01)			—			(0.03)			0.03
Non-GAAP diluted earnings per share (5) (7)	$	0.54		$	0.54		$	0.95		$	1.04
GAAP diluted earnings (loss) per share (f)													$	(0.01)		$	0.15
Effect of stock-based compensation expense (g)														0.12			0.20
Effect of acquisition-related charges and restructuring charges (a) (g)														0.09			0.13
Effect of non-recurring professional fees (b) (g)														0.02			—
Effect of foreign currency transaction (gains) losses (c) (g)														0.04			(0.04)
Tax adjustments (d) (g)														(0.06)			(0.05)
Effect of noncontrolling interest (e) (g)														—			—
Effect of dividend on Series A Convertible Preferred Stock (f) (g)														—			0.03
Effect of change in dilutive shares for non-GAAP (f)														—			(0.01)
Non-GAAP diluted earnings per share (g) (h)													$	0.20		$	0.41

~~(1)~~(a)

Acquisition-related charges include, when applicable, amortization of purchased intangibles, external deal costs, transaction-related professional fees, acquisition-related retention bonuses, changes in the fair value of contingent consideration liabilities, accreted interest related to deferred acquisition payments, charges for impairment of acquired intangible assets and other acquisition-related costs including integration expenses consisting of outside professional and consulting services and direct and incremental travel costs. Restructuring charges, when applicable, include

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termination benefits, ~~facility exit costs~~ as well as certain professional fees related to restructuring. The following table provides the details of the acquisition-related charges and restructuring charges:


	Three Months Ended				Six Months Ended				Three Months Ended
	September 30,				September 30,				June 30,
	2019		2018		2019		2018		2020		2019
Amortization of intangible assets	$	3,440	$	2,994	$	6,661	$	5,770	$	4,168	$	3,221
Acquisition and integration costs		859		2,835		1,735		5,725		—		876
Changes in fair value of contingent consideration										(1,578)		—
Acquisition-related charges included in costs of revenue and operating expense		4,299		5,829		8,396		11,495		2,590		4,097
Accreted interest related to deferred acquisition payments		121		471		267		932		—		146
Total acquisition-related charges and restructuring charges	$	4,420	$	6,300	$	8,663	$	12,427	$	2,590	$	4,243

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(b)

Non-recurring fees for advisory, legal, consulting and proxy solicitation services in connection with a potential proxy deliberation with respect to our annual shareholder meeting and the election of directors.

~~(2)~~

(c)

Foreign currency transaction gains and losses are inclusive of gains and losses on related foreign exchange forward contracts not designated as hedging instruments for accounting purposes.

~~(3)~~

(d)

Tax adjustments reflect the ~~estimated~~ tax effect of the non-GAAP adjustments using the tax rates at which these adjustments are expected to be realized for the respective ~~periods, excluding~~periods. For fiscal year 2020, tax adjustments exclude the initial impact of our election to treat certain subsidiaries as disregarded entities for U.S. tax purposes and ~~for fiscal year 2020, excluding~~ BEAT tax impact in contemplation of a reorganization of our Indian legal entities. Tax adjustments also ~~assume~~assumes application of foreign tax credit benefits in the United States.

~~(4)~~

(e)

Noncontrolling interest represents the minority shareholders interest of Polaris.

~~(5)~~

~~Non-GAAP diluted earnings per share is subject to rounding.~~

~~(6)~~

(f)

During the three ~~and six~~ months ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, all of the 3,000,000 shares of Series A Convertible Preferred Stock were excluded from the calculations of both GAAP and non-GAAP diluted earnings per share as their effect would have been anti-dilutive using the if-converted method.

The following table provides the non-GAAP net income available to Virtusa common stockholders and non-GAAP dilutive weighted average shares outstanding using the if-converted method to calculate the non-GAAP diluted earnings per share for the three ~~and six~~ months ended ~~September~~June 30, ~~2019~~2020 and ~~2018:~~2019:


	Three Months Ended				Six Months Ended				Three Months Ended
	September 30,				September 30,				June 30,
	2019		2018		2019		2018		2020		2019
Non-GAAP net income available to Virtusa common stockholders	$	17,048	$	17,120	$	29,827	$	32,870	$	6,028	$	12,779
Add: Dividends and accretion on Series A Convertible Preferred Stock		1,088		1,088		2,175		2,175		—		1,087
Non-GAAP net income available to Virtusa common stockholders and assumed conversion	$	18,136	$	18,208	$	32,002	$	35,045	$	6,028	$	13,866
GAAP dilutive weighted average shares outstanding		30,708,162		30,627,044		30,821,287		29,700,151		30,168,174		30,934,411
Add: Incremental dilutive effect of employee stock options and unvested restricted stock awards and restricted stock units		—		—		—		866,156		250,078		—
Add: Incremental effect of Series A Convertible Preferred Stock as converted		3,000,000		3,000,000		3,000,000		3,000,000		—		3,000,000
Non-GAAP dilutive weighted average shares outstanding		33,708,162		33,627,044		33,821,287		33,566,307		30,418,252		33,934,411

~~(7)~~

(g)

To the extent the Series A Convertible Preferred Stock is dilutive using the if-converted method, the Series A Convertible Preferred Stock is included in the weighted average shares outstanding to determine non-GAAP diluted earnings per share.

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(h)

Non-GAAP diluted earnings per share is subject to rounding.

Liquidity and capital resources

We have financed our operations primarily from sales of shares of common stock, cash from operations, debt financing and from sales of shares of Series A Convertible Preferred Stock.

~~We do not believe the deemed repatriation tax~~ Our ability to expand and grow our business to execute our strategic objectives will depend on ~~accumulated foreign earnings related~~many factors, including our willingness to ~~the Tax Act will have a significant impact on our cash flows in any individual fiscal year.~~make opportunistic acquisitions, strategic investments and partnerships.

In response to the COVID-19 outbreak, which had and is having a negative business impact on our operations, in March 2020, we drew down approximately $84.0 million dollars from our revolving credit facility to supplement our liquidity and working capital in light of the impact of the COVID-19 pandemic on our clients and our results of operations. For additional liquidity, on May 27, 2020, we entered intoAmendment No. 3 to Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A. (the “ Administrative Agent” ) and the lenders party thereto (the “ Third Credit

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Agreement Amendment” ), which amends the Company’s Amended and Restated Credit Agreement, dated as of February 6, 2018, with such parties (as amended, “Credit Agreement” ) to, among other things, (i) provide for $62.5 million in incremental 364-day delayed draw term loans (the “New Delayed Draw Term Loans” ), which can be drawn down up to three times on or before September 27, 2020 and (ii) extend out the debt to EBITDA ratio covenant step down by two quarters such that the leverage covenant remains at 3.25:1.00 through December 31, 2020. The Company can use the proceeds of the New Delayed Draw Term Loans to fund general working capital and refinance existing indebtedness under the credit facility. On May 27, 2020, the Company prepaid $55.0 million on its existing revolving facility as a condition to closing the Third Credit Agreement Amendment. The Third Credit Agreement Amendment contains customary terms for amendments of this type, such as representations, warranties and covenants, including pro forma compliance with the Credit Agreement debt to EBITDA covenant as a condition to borrowing. Interest under the New Delayed Draw Term Loans accrues at a rate per annum of LIBOR plus 3.50%.

On October 15, 2019, we entered into Amendment No. 2 to Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A. (the “Administrative Agent”) and the lenders party thereto (the ~~“Credit~~“Second Credit Agreement Amendment”), which amends the ~~Company’s Amended and Restated~~ Credit Agreement ~~dated as of February 6, 2018, with such parties (the “Credit Agreement”)~~ to, among other things, increase the revolving commitments available to us under the Credit Agreement from $200.0 million to $275.0 million, reduce the interest rate margins applicable to term loans and revolving loans outstanding under the Credit Agreement from time to time and reduce the commitment fee payable by us to the lenders in respect of unused revolving commitments under the Credit Agreement. We executed the Second Credit Agreement Amendment to provide additional lending capacity which we ~~could use~~used to fund the completion of the Polaris delisting transaction, as well as to provide excess lending capacity in the event of future opportunistic, strategic, investment opportunities. The Second Credit Agreement Amendment contains customary terms for amendments of this type, including representations, warranties and covenants.

On August 5, 2019, our board of directors authorized a share repurchase program of up to $30 million of our common stock over 12 months from the approval date, subject to certain price and other trading restrictions as established by the Company. During the three months ended September 30, 2019, we repurchased 505,565 shares of the Company’s common stock at a weighted average price of $36.93 per share for an aggregate purchase price of $18.7 million.

To strengthen our digital engineering capabilities and establish a solid base in Silicon Valley, on March 12, 2018, we acquired all of the outstanding shares of eTouch Systems Corp (“eTouch US”), and its Indian subsidiary, eTouch Systems (India) Pvt. Ltd (“eTouch India,” together with eTouch US, “eTouch”) for approximately $140.0 million in cash, subject to certain adjustments. As part of the acquisition, we set aside up to an additional $15.0 million for retention bonuses to be paid to eTouch management and key employees, in equal installments on the first and second anniversary of the transaction. We agreed to pay the purchase price in three tranches, with $80.0 million paid at closing, $42.5 million on the 12-month anniversary of the close of the transaction, and $17.5 million on the 18-month anniversary of the close of the transaction, subject in each case to certain adjustments. During the three months ended March 31, 2019, we paid the 12-month anniversary purchase price payment of $42.5 million and the retention bonus amount of $7.0 million to the eTouch management and key employees. During the three months ended September 30, 2019, we paid the 18-month anniversary purchase price payment of $17.5 million.

On March 3, 2016, our Indian subsidiary, Virtusa Consulting Services Private Limited (“Virtusa India”) acquired approximately 51.7% of the fully diluted shares of Polaris Consulting & Services Limited (“Polaris”) for approximately $168.3 million in cash (the “Polaris Transaction”) pursuant to a share purchase agreement dated as of November 5, 2015, by and among Virtusa India, Polaris and the promoter sellers named therein. Through a series of transactions and in compliance with the applicable Indian rules on takeovers and SEBI Delisting Regulations, Virtusa increased its ownership interest in Polaris from 51.7% to 93.0% by February 12, 2018 when Virtusa consummated its Polaris delisting offer with respect to the public shareholders of Polaris. The delisting offer resulted in an accepted exit price of INR 480 per share (“Exit Price”), for an aggregate consideration of approximately $145.0 million, exclusive of transaction and closing costs. On July 11, 2018, the stock exchanges on which Polaris common shares are listed notified Polaris that trading in equity shares of Polaris would be discontinued and delisted effective on August 1, 2018. For a period of one year following the date of delisting, Virtusa India will, in compliance with SEBI Delisting Regulations, permit the public shareholders of Polaris to tender their shares for sale to Virtusa India at the Exit Price. In connection with the Polaris delisting offer, during the six months ended September 30, 2019 Virtusa India purchased 1,263,117 shares, or 1.2%, of Polaris common stock from Polaris public shareholders for an aggregate purchase price of approximately $8.7 million. Subsequent to the expiry of the delisting offer period on July 31, 2019, we have no obligation to redeem the shares and accordingly the remaining redeemable noncontrolling interest amounting to $15.1 million has been reclassified to permanent equity.

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In connection with, and as part of the Polaris acquisition, on November 5, 2015, we entered into an amendment with Citigroup Technology, Inc. (“Citi”) and Polaris, which became effective upon the closing of the Polaris Transaction, pursuant to which Virtusa was added as a party to the master services agreement with Citi and Citi agreed to appoint the Company and Polaris as a preferred vendor.

On February 6, 2018, we entered into a $450.0 million credit agreement (“Credit Agreement”) with a syndicated bank group jointly lead by JP Morgan Chase Bank, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, which amends and restates our prior $300.0 million credit agreement (which we had originally entered into on February 25, 2016 (“Prior Credit Agreement”) to fund the Polaris acquisition and certain related transactions) and provides for a $200.0 million revolving credit facility, a $180.0 million term loan facility, and a $70.0 million delayed-draw term loan. We drew down $180.0 million Interest under the term loan of the Credit Agreement and $55.0 million under the revolving credit facility under the Credit Agreement to repay in full the amount outstanding under the Prior Credit Agreement and fund the Polaris delisting transaction. To fund the eTouch acquisition and Polaris delisting offer, we drew down from our credit facility. Interest under this new credit facility accrues at a rate per annum of LIBOR plus ~~3.0%~~2.75%, subject to step-downs based on the Company’s ratio of debt to EBITDA. ~~We entered into interest rate swap agreements~~During the fiscal year ended March 31, 2020, the Company drew down $145.0 million from the credit facility, inclusive of $84.0 million drawn in the three months ended March 31, 2020 as a proactive measure in light of the uncertainty resulting from the COVID-19 pandemic. Earlier draws in the fiscal year March 31, 2020 were used to ~~minimize interest rate exposure. The Credit Agreement includes maximum debt~~fund the eTouch 18-month anniversary payment of $17.5 million and to ~~EBITDA and minimum fixed charge coverage covenants.~~fund opportunistic, strategic, investment opportunities.

For the fiscal year ending March 31, 2021, we are required to make principal payments of $4.3 million per quarter. The term of the Credit Agreement is five years ending February 6, ~~2023 (See Note 13 to the consolidated financial statements for further information). For the fiscal year ending March 31,~~2023. At June 30, 2020, the Company is required to make principal payments of $3.1 million per quarter. During the three months ended September 30, 2019, the company drew down $27.5 million from the credit facility to fund the eTouch 18-month anniversary payment and to fund the ~~opportunistic, strategic, investment opportunities. As of September 30, 2019, the~~total outstanding amount under the Credit Agreement was ~~$388.3~~$440.6 million. At ~~September~~June 30, ~~2019,~~2020, the weighted average interest rate on the term loan and revolving line of credit was ~~4.53%~~3.75%.

At June 30, 2020, we were in compliance with all covenants set forth in our Credit Agreement. Based upon our current plans, we expect our operating cash flows, together with our cash and short-term investment balances, to be sufficient to meet our operating requirements and service our debt for the foreseeable future. However, given the dynamic nature of the COVID-19 pandemic, there can be no assurances that its future impact will not have a material adverse effect on our ongoing business, results of operations, liquidity needs, debt covenant compliance or overall financial performance.

At ~~September~~June 30, ~~2019,~~2020, we had approximately $289.3 million of cash, cash equivalents, short term investments and long term investments, of which we hold approximately $191.2 million of cash, cash equivalents, short term investments and long-term investments in non-U.S. locations, particularly in India, Sri Lanka and the ~~Company~~United Kingdom. Cash in these non-U.S. locations may not otherwise be available for potential investments or operations in the United States or certain other geographies where needed, as we have stated that this cash is indefinitely reinvested in these non-U.S. locations. If our intent were to change and we elected to repatriate this cash back to the United States, or this cash was deemed no longer permanently invested, this cash could be subject to additional taxes and the change in ~~compliance with its debt covenants and has provided a quarterly certification~~such intent could have an adverse effect on our cash balances as well as our overall statement of income. Notwithstanding these limitations, in April

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2020, we were able to repatriate $25.0 million of cash from our India entity to our ~~lenders~~U.S. entity, without tax implication, to support our U.S. legal entity’s liquidity needs. Due to various methods by which cash could be repatriated to the United States in the future, the amount of taxes attributable to the cash is dependent on circumstances existing if and when remittance occurs. In addition, some countries could have restrictions on the movement and exchange of foreign currencies which could further limit our ability to use such funds for global operations or capital or other strategic investments. Due to the various methods by which such earnings could be repatriated in the future, it is not practicable to determine the amount of applicable taxes that ~~effect.~~ would result from such repatriation.

We believe that our sources of funding will be sufficient to satisfy our currently anticipated cash requirements including capital expenditures, working capital requirements, potential acquisitions, strategic investments and other liquidity requirements through at least the next 12 months.

To the extent that existing cash from operations is insufficient to fund our working capital needs and other cash obligations, we ~~currently meet all conditions set forth~~may raise additional funds through debt or equity financing. We cannot give any assurance that additional financing, if required, will be available on favorable terms or at all.

We do not believe the deemed repatriation tax on accumulated foreign earnings related to the Tax Act will have a significant impact on our cash flows in any individual fiscal year.

During the ~~Credit Agreement~~fiscal year ended March 31, 2020, we completed multiple tuck-in asset and business acquisitions for an aggregate purchase price consideration of $49.6 million, with an additional earn-out consideration of $38.7 million, which, if earned, would be payable over the next two fiscal years. During the three months ended June 30, 2020, we paid $6.3 million and $1.2 million in deferred consideration and earn-out consideration respectively related to ~~borrow thereunder~~these tuck-in acquisitions. As of June 30, 2020, the balance of contingent consideration is $22.1 million, of which $18.0 million is expected to be paid within the next 12 months.

On December 31, 2019, in connection with a request for proposal (“RFP”) and ~~we are not aware of any conditions that would prevent us from borrowing~~vendor consolidation process conducted by Citigroup Technology, Inc. (“Citi”), and as part ~~or all~~ of the ~~remaining available capacity~~Company being one of the vendors selected to continue preferred vendor status at Citi and have the opportunity to compete for additional vendor consolidation work, the Company and Citi entered into Amendment No. 5 to the Master Professional Services Agreement, by and between the Company and Citi, dated as of July 1, 2015, as amended (the “Amendment”). Pursuant to the Amendment, (i) Citi agreed to maintain the Company as a preferred vendor under the ~~existing revolving credit facility at September 30, 2019~~Resource Management Organization for the provision of IT services to Citi on an enterprise wide basis, (ii) the Company agreed to provide certain savings to Citi for the period from April 1, 2020 to December 31, 2020 (“Savings Period”), which savings can be achieved through productivity and efficiency measures and associated reduced spend; provided that if these productivity and efficiency measures do not achieve the projected savings amounts, the Company is required to provide certain discounts to Citi for the Savings Period to achieve the savings commitments; and (iii) to the extent that Citi awards the Company additional or new work in addition to the services covered by the RFP, the Company agreed to provide Citi with a certain percentage of savings (whether achieved through ~~the date of this filing.~~

productivity measures, efficiencies, discounts or otherwise) as a condition to performing such services.

On May 3, 2017, we entered into an investment agreement with The Orogen Group (“Orogen”) pursuant to which Orogen purchased 108,000 shares of the Company’s newly issued Series A Convertible Preferred Stock, initially convertible into 3,000,000 shares of common stock, for an aggregate purchase price of ~~$108~~$108.0 million with an initial conversion price of $36.00 (the “Orogen Preferred Stock Financing”). In connection with the investment, Vikram S. Pandit, the former CEO of Citigroup, was appointed to Virtusa’s Board of Directors. Orogen is ~~a new~~an operating company that was created by Vikram Pandit and Atairos Group, Inc., an independent private company focused on supporting growth-oriented businesses, to leverage the opportunities created by the evolution of the financial services landscape and to identify and invest in financial services companies and related businesses with proven business models.

Under the terms of the investment, the Series A Convertible Preferred Stock has a 3.875% dividend per annum, payable quarterly in additional shares of common stock and/or cash at our option. If any shares of Series A Convertible Preferred Stock have not been converted into common stock prior to May 3, 2024, wethe Company will be required to repurchase such shares at a repurchase price equal to the liquidation preference of the repurchased shares plus the amount of accumulated and unpaid dividends thereon. If we fail to effect such repurchase, the dividend rate on the Series A

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Convertible Preferred Stock will increase by 1% per annum and an additional 1% per annum on each anniversary of May 3, 2024 during the period in which such failure to effect the repurchase is continuing, except that the dividend rate will not increase to more

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than 6.875% per annum. During the ~~six~~three months ended ~~September~~June 30, ~~2019,~~2020, the Company paid ~~$2.1~~$1.0 million as a cash dividend on its Series A Convertible Preferred Stock.

The Company also uses interest rate swaps to mitigate the Company’s interest rate risk on the Company’s variable rate debt. The Company’s objective is to limit the variability of cash flows associated with changes in LIBOR interest rate payments due on the Credit Agreement (See Note 13 to the consolidated financial statements), by using pay-fixed, receive-variable interest rate swaps to offset the future variable rate interest payments. The Company purchased interest rate swaps in July 2016 with an effective date of July 2017 and November 2018. The July 2016 interest rate swaps are at a blended weighted average of 1.025% and the Company will receive 1-month LIBOR on the same notional amounts. The November 2018 interest rate swaps are at a fixed rate of 2.85% and are designed to maintain a 50% coverage of our LIBOR debt, therefore the notional amount changes over the life of the swap to retain the 50% coverage target.

The counterparties to the ~~interest rate swap agreements~~Interest Rate Swap Agreements could demand an early termination of the June 2016 and November 2018 ~~swap agreements~~Swap Agreements if we are in default under the Credit Agreement, or any agreement that amends or replaces the Credit Agreement in which the counterparty is a member, and we are unable to cure the default. An event of default under the Credit Agreement includes customary events of default and failure to comply with financial covenants, including a maximum consolidated leverage ratio commencing on December 31, ~~2018,~~2017, , of not more than 3.50 to 1.00 for all periods thereafter ending prior to December 31, 2019, of not more than 3.25 to 1.00 commencing December 31, 2019 and for periods ~~ending prior to September 30, 2020,~~thereafter through December 2021, and 3.00 to 1.00 thereafter and a minimum consolidated fixed charge coverage ratio of 1.25 to 1.00. As of ~~September 30, 2019,~~March 31, 2020, we were in compliance with these covenants. The net unrealized loss associated with ~~interest rate swap~~Interest Rate Swap Agreement was ~~$6.4~~$11.2 million as of ~~September~~June 30, ~~2019,~~2020, which represents the estimated amount that we would pay to the counterparties in the event of an early termination.

At September 30, 2019, we had approximately $198.5 million of cash, cash equivalents, short term investments and long term investments, of which we hold approximately $172.3 million of cash, cash equivalents, short term investments and long-term investments in non-U.S. locations, particularly in India, Sri Lanka and the United Kingdom. Cash in these non-U.S. locations may not otherwise be available for potential investments or operations in the United States or certain other geographies where needed, as we have stated that this cash is indefinitely reinvested in these non-U.S. locations. We do not currently plan to repatriate this cash to the United States. However, if our intent were to change and we elected to repatriate this cash back to the United States, or this cash was deemed no longer permanently invested, this cash would be subject to additional taxes and the change in such intent could have an adverse effect on our cash balances as well as our overall statement of income. Due to various methods by which cash could be repatriated to the United States in the future, the amount of taxes attributable to the cash is dependent on circumstances existing if and when remittance occurs. In addition, some countries could have tight restrictions on the movement and exchange of foreign currencies which could further limit our ability to use such funds for global operations or capital or other strategic investments. Due to the various methods by which such earnings could be repatriated in the future, it is not practicable to determine the amount of applicable taxes that would result from such repatriation.

From time to time, the Company enters into arrangements to deliver IT services that include upfront payments to our clients. As of ~~September~~June 30, ~~2019,~~2020, the total unamortized upfront payments related to these services were ~~$36.9~~$29.3 million and are expected to be amortized as a reduction to revenue over a benefit period of 54 years.

Beginning in fiscal 2009, our U.K. subsidiary entered into an agreement with an unrelated financial institution to sell, without recourse, certain of its Europe-based accounts receivable balances from one client to the financial institution. During the ~~six~~three months ended ~~September~~June 30, ~~2019,~~2020, we sold ~~$16.2~~$13.2 million of receivables under the terms of the financing agreement. Fees paid pursuant to this agreement were not material during the ~~six~~three months ended ~~September~~June 30, ~~2019.~~2020. No amounts were due under the financing agreement at ~~September~~June 30, ~~2019,~~2020, but we may elect to use this program again in future periods. However, we cannot provide any assurances that this or any other financing facilities will be available or utilized in the future.

~~During~~On February 28, 2019, the ~~three months ended March 31, 2019, we have recorded an impairment loss~~Supreme Court of ~~$4.0 million relating~~India issued a ruling interpreting certain statutory defined contribution obligations of employees and employers, which altered historical understandings of such obligations, extending them to cover additional portions of employee income. As a result, contributions by our employees and the ~~reclassification~~Company will increase in future periods. There is uncertainty as to whether the Indian government will apply the Supreme Court's ruling on a retroactive basis and if so, how this liability should be calculated as it is impacted by multiple variables, including the period of ~~land acquired in~~assessment, the ~~Polaris acquisition~~application with respect to ~~held for sale. The decision to sell this land was made during~~certain current and former employees and whether interest and penalties may be assessed. As such, the ~~three months ended March 31, 2019 as part~~ultimate amount of our ~~annual planning process where we evaluated strategic alternatives~~obligation is difficult to ~~maximize return on~~quantify. If the Indian Government were to apply the Supreme Court ruling retroactively, without assessing interest and penalties, the impact would be a charge of approximately $7.5 million to our income from operations and cash ~~and assets. As part of the assessment process, we considered projected~~flows.

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headcount growth in this region, as well as ongoing compliance costs associated with holding the land, and concluded that our cash, including cash from the sale of this asset, would generate a higher return elsewhere. The reclassification to held for sale triggered a reduction in value to $9.0 million, which represents the lower of net book value and market value. We are actively marketing this land for sale and expect to complete a transaction over the next 12 months.

Cash flows

The following table summarizes our cash flows for the periods presented:


	Six Months Ended				Three Months Ended
	September 30,				June 30,
	2019		2018		2020		2019

	(In thousands)				(In thousands)
Net cash provided by operating activities	$	23,804	$	33,283	$	56,032	$	2,236
Net cash used in investing activities		(14,618)		(26,690)
Net cash (used in) provided by investing activities						(1,939)		6,188
Net cash used in financing activities		(11,600)		(11,729)		(64,203)		(9,253)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(4,012)		(11,694)		4,206		1,145
Net decrease in cash and cash equivalents and restricted cash		(6,426)		(16,830)
Net (decrease) increase in cash and cash equivalents and restricted cash						(5,904)		316
Cash, cash equivalents and restricted cash, beginning of year		190,113		195,236		291,601		190,113
Cash, cash equivalents and restricted cash, end of period	$	183,687	$	178,406	$	285,697	$	190,429

Operating activities

Net cash provided by operating activities ~~decreased~~increased in the ~~six~~three months ended ~~September~~June 30, ~~2019~~2020 compared to the ~~six months~~three ended ~~September~~June 30, ~~2018,~~2019, primarily due to a decrease in ~~the working capital and an increase~~accounts receivable as a result of a decrease in ~~the long-term assets partially offset by increase in the net income adjusted for non-cash expenses~~our days sales outstanding during the ~~six~~three months ended ~~September~~June 30, ~~2019.~~2020.

Investing activities

Net cash used in investing activities ~~decreased in~~during the ~~six~~three months ended ~~September~~June 30, 2020 compared to net cash provided by investing activities during the three months ended June 30, 2019 ~~compared~~is primarily due to ~~six months ended September 30, 2018. The~~a decrease in net ~~cash used in investing activities was primarily due to the~~proceeds from sale or maturity of short-term investments, partially offset by decrease in the purchase of property and equipment and a net decrease in the purchase of investments partially offset by payments for asset acquisitions and a payment for deferred consideration related to the acquisition of eTouch made during the six months ended September 30, 2019.equipment.

Financing activities

Net cash used in financing activities ~~decreased~~increased in the ~~six~~three ended June 30, 2020 compared to the three months ended ~~September~~June 30, ~~2019 compared to six months ended September 30, 2018.~~2019. The ~~decrease~~increase in net cash used in financing activities ~~during~~in the ~~six~~three months ended ~~September~~June 30, ~~2019~~2020 was primarily due to an increase in payment of debt and payment of contingent consideration related to acquisitions partially offset by a decrease in payment of ~~redeemable~~ noncontrolling ~~interest and a decrease in payment of withholding taxes related to restricted stock partially offset by decrease in proceeds from debt.~~interest.

Commitments and Contingencies

See Note 1716 to our consolidated financial statements for additional information.

Off-balance sheet arrangements

We do not have investments in special purpose entities or undisclosed borrowings or debt.

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We have entered into foreign currency derivative contracts with the objective of limiting our exposure to changes in the Indian rupee, the ~~GBP,~~U.K. pound sterling, the euro, the Canadian dollar, the Australian dollar and the Swedish Krona as described below and in “Quantitative and Qualitative Disclosures about Market Risk.”

We maintain a foreign currency cash flow hedging program designed to further mitigate the risks of volatility in the Indian rupee against the U.S. dollar and ~~GBP~~U.K. pound sterling as described below in “Quantitative and Qualitative Disclosures about Market Risk.” From time to time, we may also purchase multiple foreign currency forward contracts designed to hedge fluctuation in foreign currencies, such as the ~~GBP,~~U.K. pound sterling, euro, the Canadian dollar, the Australian dollar and Swedish Krona against the U.S. dollar to minimize the impact of foreign currency fluctuations on foreign currency denominated revenue and expenses. Other than these foreign currency derivative contracts, we have not entered

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into off-balance sheet transactions, arrangements or other relationships with unconsolidated entities or other persons that are likely to affect liquidity or the availability of or requirements for capital resources.

Recent accounting pronouncements

See Note 2 to our consolidated financial statements for additional information.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our market risks, and the ways we manage them, are summarized in Part II, Item 7A of the Annual Report. There have been no material changes in ~~the six~~three months ended ~~September~~June 30, ~~2019~~2020 to such risks or to our management of such risks except for the additional factors noted below.

Foreign Currency Exchange Rate Risk

We are exposed to foreign currency exchange rate risk in the ordinary course of business. We have historically entered into, and in the future we may enter into, foreign currency derivative contracts to minimize the impact of foreign currency fluctuations on both foreign currency denominated assets and forecasted revenue and expenses. The purpose of this foreign exchange policy is to protect us from the risk that the recognition of and eventual cash flows related to Indian rupee denominated expenses might be affected by changes in exchange rates. Some of these contracts meet the criteria for hedge accounting as cash flow hedges (See Note 67 of ~~the notes to~~ our consolidated financial statements included herein for a description of recent hedging activities).

We evaluate our foreign exchange policy on an ongoing basis to assess our ability to address foreign exchange exposures on our balance sheet, statement of income and operating cash flows from all foreign currencies, including most significantly the GBP and the Indian rupee.

We have an 18 month rolling hedge program comprised of a series of foreign exchange forward contracts that are designated as cash flow hedges. ~~One~~This program is designed to mitigate the impact of volatility in the U.S. dollar ~~equivalent~~and the GBP equivalents of our Indian rupee denominated expenses. ~~While these hedges are achieving the designed objective, upon consolidation they may cause volatility in revenue.~~ The U.S. dollar equivalent notional value of all outstanding foreign currency derivative contracts at ~~September~~June 30, ~~2019~~2020 was ~~$158.2~~$112.9 million. There is no assurance that the hedging program or hedging contracts will be effective. As these foreign currency hedging programs are designed to reduce volatility in the Indian rupee, they not only reduce the negative impact of a stronger Indian rupee but also reduce the positive impact of a weaker Indian rupee on our Indian rupee expenses.

The GBP, the euro, the Canadian dollar (“CAD”) and the Australian dollar (“AUD”) exchange fluctuations can have an unpredictable impact on our GBP, euro, CAD and ~~the euro~~AUD revenues generated and costs incurred. In response to this volatility, we have an economic hedge program under which we have entered into hedging transactions designed to hedge our forecasted revenue and expenses denominated in the GBP, the euro, the Canadian dollar and the Australian dollar. These derivative contracts have maximum duration of 92 days and do not meet the criteria for hedge accounting. Such hedges may not be effective in mitigating this currency volatility. These hedges are designed to reduce the negative impact of a weaker GBP, euro, ~~Canadian dollar~~CAD and ~~Australian dollar,~~AUD, however they also reduce the positive impact of a stronger GBP, euro, CAD or ~~the euro~~AUD on the respective revenues.

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Interest Rate Risk

Interest under our credit facility accrues at ~~a rate per annum~~the higher of LIBOR or 1.00%, plus ~~3.0%,~~2.75% subject to ~~step-downs~~step downs based on ~~the Company’s~~our ratio of debt to EBITDA. In the event that LIBOR is discontinued as expected in 2021, we expect the interest rates for our debt following such event will be based on either alternate base rates or an agreed upon replacement reference rates. While we do not expect a LIBOR discontinuation would affect our ability to borrow or maintain already outstanding borrowings, it could result in higher interest rates. We entered into interest rate swap agreements to minimize interest rate exposure. The Credit Agreement for our credit facility includes maximum debt to EBITDA and minimum fixed charge coverage covenants. The term of the Credit Agreement is five years, ending February 6, 2023. At ~~September~~June 30, ~~2019,~~2020, the

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weighted average interest rate on the term loan and line of credit was ~~4.53%~~3.75%. At ~~September~~June 30, ~~2019,~~2020, the outstanding amount under the Credit Agreement was ~~$388.3~~$440.6 million.

At ~~September~~June 30, ~~2019,~~2020, we had ~~$198.5~~$289.3 million in cash and cash equivalents, short-term investments and long-term investments, the interest income from which is affected by changes in interest rates. Our invested securities primarily consist of money market mutual funds and ~~preference shares.~~time deposits. Our investments are classified as ~~either equity or~~ available-for-sale debt securities, time deposits and equity securities. These investments are recorded at fair value. Our investments are sensitive to changes in interest rates. Interest rate changes would result in a change in the net fair value of these financial instruments due to the difference between the market interest rate at the period end and the market interest rate at the date of purchase of the financial instrument.

Concentration of Credit Risk

Financial instruments which potentially expose us to concentrations of credit risk primarily consist of cash and cash equivalents, short-term investments and long-term investments, accounts receivable, derivative contracts, other financial assets and unbilled accounts receivable. We place our operating cash, investments and derivatives in highly-rated financial institutions. We adhere to a formal investment policy with the primary objective of preservation of principal, which contains credit rating minimums and diversification requirements. We believe that our credit policies reflect normal industry terms and business risk. We do not anticipate non-performance by the counterparties as we invest with highly-rated financial institutions and, accordingly, do not require collateral. Credit losses and write-offs of accounts receivable balances have historically not been material to our consolidated financial statements and have not exceeded our expectations.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

At ~~September~~June 30, ~~2019,~~2020, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at a reasonable assurance level in (i) enabling us to record, process, summarize and report information required to be included in our periodic SEC filings within the required time period and (ii) ensuring that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

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There were no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

~~From time to time, we may become~~We are involved in various claims and legal ~~proceedings~~actions arising in the ordinary course of business. In the opinion of our ~~business. Except as indicated below, we are~~management, the outcome of such claims and legal actions, if decided adversely, is not ~~presently a party~~currently expected to ~~any legal proceedings that if determined adversely to us, we believe would individually or in the aggregate~~ have a material adverse effect on our ~~business,~~operating results, ~~of operations,~~cash flows or consolidated financial ~~condition or cash flows.~~position, except as disclosed below;

~~Recently, one~~

One of our larger clients during our fiscal year ending March 31, 2020 made a written demand for damages related to a project in which we were performing services. The client alleges breaches of certain representations and warranties regarding our performance and is seeking indemnification for damages from those alleged breaches. No litigation has been filed. ~~We believe that we have defenses against the claims described in the demand, and intend to zealously defend against those claims. Even so,~~However, we cannot provide any assurance that we will prevail in the dispute or even partially prevail. Further, although we have engaged in settlement discussions, if we are unsuccessful in any settlement discussions, we also cannot provide any assurance that the client will not use set off rights in our contract, even if we dispute the claims or amount of damages alleged. In the event we do not fully prevail in this dispute, or we agree on a settlement for such claims, we may have to pay damages in amounts for which we may not have reserved or which may or may not be covered by our insurance policies; further, even if the damages are covered, depending on the outcome, our insurance may not cover or be adequate to pay the entire claim. In addition, we cannot guarantee that we will not lose future business with such client as a result of such dispute.

From time to time, we are subject to audit from immigration authorities to ensure we are in compliance with applicable immigration law. In August 2019, one of our UK subsidiaries, Virtusa UK Limited, was subject to audit and was notified that the audit was unsatisfactory and, as such, UK Visas and Immigration took the decision to suspend the sponsor license which allows our UK subsidiary to sponsor the Tier 2 visas of non- European Economic Area skilled workers visas and work permits for workers located in non-UK locations such as India and Sri Lanka. The suspension was in effect until such time as we could adequately respond to the questions raised in the audit and requests for additional documentation. In September 2019, we successfully responded to the UK Visas and Immigration audit such that UK Visas and Immigration reinstated and restored our sponsor license with immediate effect, allowing Virtusa UK Limited again to sponsor visas and work permits. Although our sponsorship license was restored, we can give no assurance that our UK subsidiaries will not be subject to future audits or that such future audits will not result in future sponsorship license suspensions. If our sponsor license was suspended, our key project personnel may not be able to obtain necessary visas or work permits which could delay or prevent our fulfillment of certain client projects in the United Kingdom, which could hamper our growth and cause our revenue to decline. Any delays in staffing or inability to obtain proper resources for a project can result in project postponement, delays or cancellation, which could result in lost revenue and decreased profitability and have a material adverse effect on our business, revenue, profitability and utilization rates.

Item 1A. Risk Factors

We operate in a rapidly changing environment that involves a number of risks that could materially affect our business, financial condition or future results, some of which are beyond our control. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the Annual Report, which could materially affect our business, financial condition or future results.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds

Under the terms of our 2007 Stock Option and Incentive Plan (“2007 Plan”) and 2015 Stock Option and Incentive Plan (“2015 Plan”), we have issued shares of restricted stock to our employees. On the date that these restricted shares vest, we automatically withhold, via a net exercise provision pursuant to our applicable restricted stock agreements and the 2007 Plan and 2015 Plan, as the case may be, the number of vested shares (based on the closing price of our common stock on such vesting date) equal to tax liability owed by such grantee. The shares withheld from the grantees under the 2007 Plan or the 2015 Plan, as the case may be, to settle their tax liability are reallocated to the number of shares available for issuance under the 2015 Plan. For the three months period ended ~~September~~June 30, ~~2019,~~2020, we withheld an aggregate of ~~45,610~~63,254 shares of restricted stock at a weighted average price of ~~$36.10~~$30.28 per share.

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On August 5, 2019, our board of directors authorized a share repurchase program of up to $30 million of shares of our common stock on or prior to August 5, 2020. A summary of our stock repurchase activity under this program for the three months ended September 30, 2019 is set forth in the table below:

Issuer Purchases of Equity Securities

Total Number of

Remaining Dollar

Total Number

Shares Purchased as

Value that may yet be

of Shares

Average Price

Part of Publicly

Purchased Under Our

Purchased

Paid per Share

Announced Program

Program
Period:

(#)

($)(1)

(#)

($)
August 2019

278,678

$
35.88

278,678

$
19,994,943
September 2019

226,887

38.21

226,887

11,320,445
Total

505,565

$
36.93

505,565

$
11,320,445

~~(1) Excludes applicable commissions.~~

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Item 6. Exhibits.

The following is a list of exhibits filed as part of this Quarterly Report on Form 10-Q:


Exhibit No.			Description

~~10.1~~3.1			Amendment No. 21 to Amended and Restated By-laws of the Registrant (previously filed as Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K (File No. 001-33625) filed on May 28, 2020 and incorporated by reference herein).

10.1*+			Fifth Amended and Restated Director Compensation Policy.

10.2*			Amendment #6 to Master Professional Services Agreement by and among Polaris Consulting & Services Limited, Citigroup Technology, Inc. and the Registrant, dated as of June 11, 2020.

10.3*			Amendment No. 3 to Amended and Restated Credit Agreement dated ~~October 15, 2019,~~May 27, 2020, by and among Virtusa Corporation, the lenders party thereto and JPMorgan Chase Bank, ~~N.A (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8 -K, filed October 17, 2019, and incorporated herein by reference)~~N.A.

31.1*			Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*			Certification of principal financial and accounting officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**			Certification of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350.

32.2**			Certification of principal financial and accounting officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350.

101. INS*			XBRL Instance Document – The instance document does not appear in the Interactive Data Files because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*			Inline XBRL Taxonomy Extension Schema Document
101.CAL*			Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*			Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*			Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*			Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 *			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

+ Indicates a management contract or compensation plan, contract or arrangement.

** Furnished herewith. This certification shall not be deemed filed for any purpose, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Virtusa Corporation

Date: ~~November 7, 2019~~July 31, 2020	By:	/s/ Kris Canekeratne

		Kris Canekeratne,
		Chairman and Chief Executive Officer
		(Principal Executive Officer)

Date: ~~November 7, 2019~~July 31, 2020	By:	/s/ Ranjan Kalia

		Ranjan Kalia,
		Executive Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

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Leases	Location on Consolidated Balance Sheets	September 30, 2019
Assets
Operating lease assets	Operating lease right-of-use of assets	$	50,933

Liabilities
Current
Operating lease liabilities	Operating lease liabilities	$	10,882
Noncurrent
Operating lease liabilities	Operating lease liabilities, noncurrent	$	44,535
	Total	$	55,417


		Three Months Ended		Six Months Ended
	Location on Consolidated Statements of Income (Loss)	September 30, 2019		September 30, 2019
Operating lease cost:
Operating lease cost	Selling, general and administrative expenses	$	3,866	$	7,614
Variable lease cost	Selling, general and administrative expenses	$	38	$	44
Short-term lease cost	Selling, general and administrative expenses	$	180	$	269
Less: Sublease income	Selling, general and administrative expenses	$	(353)	$	(517)
Total operating lease cost		$	3,731	$	7,410


	Six Months Ended
	September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$	7,468

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	3,038


	Operating leases
	September 30, 2019
2020- remainder of year	$	7,348
2021		14,247
2022		13,012
2023		10,250
2024		6,229
2025 and thereafter		16,722
Total lease payments	$	67,808
Interest		(12,391)
Total lease liabilities	$	55,417


	Operating leases
	March 31, 2019
2020	$	14,685
2021		13,895
2022		12,663
2023		9,879
2024		5,686
2025 and thereafter		16,761
Total lease payments	$	73,569



	September 30, 2019
Balance at April 1, 2019	$	279,543
Foreign currency translation adjustments		(2,482)
Balance at September 30, 2019	$	277,061


	September 30,		March 31,
	2019		2019
Long-lived assets, net of accumulated depreciation and amortization:
United States of America	$	225,816	$	216,279
India		244,847		251,722
Rest of World		19,140		23,847
Consolidated long-lived assets, net	$	489,803	$	491,848


	September 30, 2019		March 31, 2019
Notes outstanding under the revolving credit facility	$	—	$	—
Term loan- current maturities		15,625		12,500
Less: deferred financing costs, current		(1,093)		(1,093)
Total	$	14,532	$	11,407


	Issuer Purchases of Equity Securities
				Total Number of		Remaining Dollar
	Total Number			Shares Purchased as		Value that may yet be
	of Shares	Average Price		Part of Publicly		Purchased Under Our
	Purchased	Paid per Share		Announced Program		Program
Period:	(#)	($)(1)		(#)		($)
August 2019	278,678	$	35.88		278,678	$	19,994,943
September 2019	226,887		38.21		226,887		11,320,445
Total	505,565	$	36.93		505,565	$	11,320,445

Three Months Ended

June 30,

Customer A