Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2016 | May. 24, 2016 | Sep. 30, 2015 | |
Document and Entity Information | |||
Entity Registrant Name | VIRTUSA CORP | ||
Entity Central Index Key | 1,207,074 | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 1,467,041,923 | ||
Entity Common Stock, Shares Outstanding | 29,924,895 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Mar. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 148,986 | $ 124,802 |
Short-term investments | 53,917 | 90,414 |
Accounts receivable, net of allowance of $1,046 and $881 at March 31, 2016 and 2015, respectively | 138,530 | 75,431 |
Unbilled accounts receivable | 58,063 | 27,914 |
Prepaid expenses | 12,094 | 7,428 |
Deferred income taxes | 7,639 | |
Restricted cash | 93,921 | 45 |
Other current assets | 23,268 | 13,565 |
Total current assets | 528,779 | 347,238 |
Property and equipment, net | 116,282 | 37,988 |
Investments accounted for using equity method | 2,869 | |
Long-term investments | 28,817 | 20,732 |
Deferred income taxes | 15,890 | 4,764 |
Goodwill | 200,424 | 50,360 |
Intangible assets, net | 66,846 | 21,909 |
Other long-term assets | 20,105 | 6,746 |
Total assets | 980,012 | 489,737 |
Current liabilities: | ||
Accounts payable | 27,452 | 8,693 |
Accrued employee compensation and benefits | 53,897 | 26,915 |
Deferred revenue | 5,971 | 1,337 |
Accrued expenses and other | 42,763 | 22,425 |
Current portion of long-term debt | 8,881 | |
Income taxes payable | 2,300 | 1,834 |
Total current liabilities | 141,264 | 61,204 |
Deferred income taxes | 16,121 | 1,996 |
Long-term debt, less current portion | 185,633 | |
Long-term liabilities | 9,039 | 2,762 |
Total liabilities | $ 352,057 | $ 65,962 |
Commitments and contingencies (See Note 17) | ||
Stockholders' equity: | ||
Undesignated preferred stock, $0.01 par value; Authorized 5,000,000 shares at March 31, 2016 and 2015, respectively; Issued zero shares at March 31, 2016 and 2015, respectively | ||
Common stock, $0.01 par value; Authorized 120,000,000 shares at March 31, 2016 and 2015, respectively; Issued 31,287,074 and 30,854,979 shares at March 31, 2016 and 2015, respectively; Outstanding 29,430,371 and 28,998,276 shares at March 31, 2016 and 2015, respectively | $ 313 | $ 309 |
Treasury stock, 1,856,703 common shares, at cost, at March 31, 2016 and 2015, respectively | (9,652) | (9,652) |
Additional paid-in capital | 297,621 | 283,178 |
Retained earnings | 228,870 | 184,068 |
Accumulated other comprehensive loss | (42,139) | (34,128) |
Total Virtusa stockholders' equity | 475,013 | 423,775 |
Noncontrolling interest in subsidiaries | 152,942 | |
Total Equity | 627,955 | 423,775 |
Total liabilities, undesignated preferred stock and stockholders' equity | $ 980,012 | $ 489,737 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Mar. 31, 2015 |
Consolidated Balance Sheets | ||
Accounts receivable, allowance (in dollars) | $ 1,046 | $ 881 |
Undesignated preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Undesignated preferred stock, Authorized shares | 5,000,000 | 5,000,000 |
Undesignated preferred stock, Issued shares | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, Authorized shares | 120,000,000 | 120,000,000 |
Common stock, Issued shares | 31,287,074 | 30,854,979 |
Common stock, Outstanding shares | 29,430,371 | 28,998,276 |
Treasury stock, common shares | 1,856,703 | 1,856,703 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Consolidated Statements of Income | |||
Revenue | $ 600,302 | $ 478,986 | $ 396,933 |
Costs of revenue | 389,310 | 304,422 | 250,533 |
Gross profit | 210,992 | 174,564 | 146,400 |
Operating expenses: | |||
Selling, general and administrative expenses | 165,672 | 121,996 | 103,988 |
Income from operations | 45,320 | 52,568 | 42,412 |
Other income (expense): | |||
Interest income | 4,777 | 5,264 | 3,726 |
Foreign currency transaction gains (losses) | 7,050 | (357) | (396) |
Other, net | 522 | (75) | 182 |
Total other income | 12,349 | 4,832 | 3,512 |
Income before income tax expense | 57,669 | 57,400 | 45,924 |
Income tax expense | 12,649 | 14,954 | 11,549 |
Net Income | 45,020 | 42,446 | 34,375 |
Less: net income attributable to noncontrolling interests, net of tax | 218 | ||
Net income attributable to Virtusa common stockholders | $ 44,802 | $ 42,446 | $ 34,375 |
Net income per share of common stock: | |||
Basic earnings per share | $ 1.53 | $ 1.48 | $ 1.32 |
Diluted earnings per share | $ 1.49 | $ 1.44 | $ 1.27 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Consolidated Statements of Comprehensive Income | |||
Net Income | $ 45,020 | $ 42,446 | $ 34,375 |
Other comprehensive loss net of tax: | |||
Foreign currency translation adjustments | (9,324) | (12,312) | (6,335) |
Pension plan adjustment, net of tax effect of $15, $(12), $0 | 47 | (354) | 202 |
Unrealized gain (loss) on available for sale securities, net of tax effect of $13, $21, $(28) | 38 | 36 | (51) |
Unrealized gain (loss) on effective cash flow hedges, net of tax effect of $1,800, $2,017, $(785) | 2,513 | 6,216 | (2,816) |
Other comprehensive loss | (6,726) | (6,414) | (9,000) |
Comprehensive income | 38,294 | 36,032 | 25,375 |
Less: comprehensive income attributable to noncontrolling interest, net of tax | 1,285 | ||
Comprehensive income attributable to Virtusa common stockholders | $ 37,009 | $ 36,032 | $ 25,375 |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Consolidated Statements of Comprehensive Income | |||
Pension plan adjustment, tax | $ 15 | $ (12) | $ 0 |
Unrealized gain (loss) on available-for-sale securities, tax | 13 | 21 | (28) |
Unrealized gain (loss) on effective cash flow hedges, tax | $ 1,800 | $ 2,017 | $ (785) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total Virtusa Stockholders' Equity | Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Non-controlling interest | Total |
Balance at Mar. 31, 2013 | $ 252,207 | $ 270 | $ (9,652) | $ 173,056 | $ 107,247 | $ (18,714) | $ 252,207 | |
Balance (in shares) at Mar. 31, 2013 | 27,033,818 | (1,856,703) | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Proceeds from the exercise of stock options and vesting of restricted stock | 2,575 | $ 6 | 2,569 | 2,575 | ||||
Proceeds from the exercise of stock options and vesting of restricted stock (in shares) | 584,425 | |||||||
Proceeds from issuance of common stock | 86,227 | $ 27 | 86,200 | 86,227 | ||||
Proceeds from issuance of common stock (in shares) | 2,645,000 | |||||||
Restricted stock awards withheld for tax | (3,678) | (3,678) | (3,678) | |||||
Share based compensation | 8,166 | 8,166 | 8,166 | |||||
Excess tax benefits from stock option exercises | 3,198 | 3,198 | 3,198 | |||||
Other comprehensive loss | (9,000) | (9,000) | (9,000) | |||||
Net Income | 34,375 | 34,375 | 34,375 | |||||
Balance at Mar. 31, 2014 | 374,070 | $ 303 | $ (9,652) | 269,511 | 141,622 | (27,714) | 374,070 | |
Balance (in shares) at Mar. 31, 2014 | 30,263,243 | (1,856,703) | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Proceeds from the exercise of stock options and vesting of restricted stock | 2,740 | $ 6 | 2,734 | 2,740 | ||||
Proceeds from the exercise of stock options and vesting of restricted stock (in shares) | 591,736 | |||||||
Restricted stock awards withheld for tax | (4,857) | (4,857) | (4,857) | |||||
Share based compensation | 11,098 | 11,098 | 11,098 | |||||
Excess tax benefits from stock option exercises | 4,692 | 4,692 | 4,692 | |||||
Other comprehensive loss | (6,414) | (6,414) | (6,414) | |||||
Net Income | 42,446 | 42,446 | 42,446 | |||||
Balance at Mar. 31, 2015 | 423,775 | $ 309 | $ (9,652) | 283,178 | 184,068 | (34,128) | $ 423,775 | |
Balance (in shares) at Mar. 31, 2015 | 30,854,979 | (1,856,703) | 28,998,276 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Proceeds from the exercise of stock options and vesting of restricted stock | 1,389 | $ 4 | 1,385 | $ 1,389 | ||||
Proceeds from the exercise of stock options and vesting of restricted stock (in shares) | 432,095 | |||||||
Proceeds from the exercise of subsidiary stock options | 1,031 | 1,031 | 1,031 | |||||
Restricted stock awards withheld for tax | (6,927) | (6,927) | (6,927) | |||||
Share based compensation | 16,108 | 16,108 | 16,108 | |||||
Subsidiary share based compensation | 71 | 71 | 71 | |||||
Excess tax benefits from stock option exercises | 2,775 | 2,775 | 2,775 | |||||
Other | $ 248 | 248 | ||||||
Acquisition of Polaris, noncontrolling interest portion, inclusive of $3,517 of foreign currency translation | 151,191 | 151,191 | ||||||
Other comprehensive loss | (8,011) | (8,011) | 1,285 | (6,726) | ||||
Net Income | 44,802 | 44,802 | 218 | 45,020 | ||||
Balance at Mar. 31, 2016 | $ 475,013 | $ 313 | $ (9,652) | $ 297,621 | $ 228,870 | $ (42,139) | $ 152,942 | $ 627,955 |
Balance (in shares) at Mar. 31, 2016 | 31,287,074 | (1,856,703) | 29,430,371 |
Consolidated Statements of Cha8
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Mar. 31, 2016USD ($) | |
Increase (Decrease) in Stockholders' Equity | |
Noncontrolling interest equity | $ 151,191 |
Foreign currency translation | |
Increase (Decrease) in Stockholders' Equity | |
Noncontrolling interest equity | $ 3,517 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Cash provided by operating activities: | |||
Net Income | $ 45,020 | $ 42,446 | $ 34,375 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 16,479 | 13,552 | 11,502 |
Share-based compensation expense | 16,179 | 11,098 | 8,166 |
Reversal of contingent consideration | (1,833) | ||
Provision for doubtful accounts, net | 208 | (134) | 750 |
(Gain) or loss on disposal of property and equipment | (41) | 127 | 53 |
Deferred income taxes, net | (5,398) | (2,969) | 1,618 |
Foreign currency (gains) losses, net | (7,050) | 357 | 396 |
Amortization of discounts and premiums on investments | 496 | 1,242 | |
Amortization of debt issuance cost | 109 | ||
Excess tax benefits from stock option exercises | (2,775) | (4,692) | (3,198) |
Net changes in operating assets and liabilities: | |||
Accounts receivable and unbilled receivable | (17,123) | (17,128) | (3,429) |
Prepaid expenses and other current assets | (7,832) | 4,497 | (4,905) |
Other long-term assets | (126) | (603) | (1,598) |
Accounts payable | (7,326) | (212) | (228) |
Accrued employee compensation and benefits | 1,807 | (4,385) | 4,452 |
Accrued expenses and other | 8,734 | 4,774 | (2,717) |
Income taxes payable | 4,303 | 1,553 | 3,886 |
Other long-term liabilities | 227 | 1,227 | (204) |
Net cash provided by operating activities | 45,891 | 48,917 | 48,919 |
Cash flows used for investing activities: | |||
Proceeds from sale of property and equipment | 90 | 160 | 80 |
Purchase of short-term investments | (43,586) | (14,075) | (23,313) |
Proceeds from sale or maturity of short-term investments | 115,397 | 38,696 | 10,802 |
Purchase of long-term investments | (29,618) | (33,720) | (70,151) |
Proceeds from sale or maturity of long-term investments | 9,200 | 13,612 | 800 |
Business acquisition, net of cash acquired | (164,642) | (2,660) | (21,460) |
(Increase) decrease in restricted cash | (91,286) | 2,639 | (2,320) |
Purchase of property and equipment | (13,491) | (14,729) | (7,482) |
Net cash used for investing activities | (217,936) | (10,077) | (113,044) |
Cash flows provided by financing activities: | |||
Proceeds from exercise of common stock options | 1,385 | 2,740 | 2,575 |
Proceeds from exercise of subsidiary stock options | 1,031 | ||
Proceeds from issuance of common stock | 86,227 | ||
Proceeds from debt | 200,000 | ||
Payment of debt issuance costs | (5,596) | (242) | |
Borrowings on revolving credit facility | 20,000 | 20,000 | |
Repayment of revolving credit facility | (20,000) | (20,000) | |
Payment of contingent consideration related to acquisitions | (2,097) | (2,087) | |
Principal payments on capital lease obligation | (132) | (120) | (18) |
Excess tax benefits from stock option exercises | 2,775 | 4,692 | 3,198 |
Net cash provided by financing activities | 197,366 | 5,225 | 91,740 |
Effect of exchange rate changes on cash and cash equivalents | (1,137) | (2,024) | (2,053) |
Net increase in cash and cash equivalents | 24,184 | 42,041 | 25,562 |
Cash and cash equivalents, beginning of year | 124,802 | 82,761 | 57,199 |
Cash and cash equivalents, end of year | 148,986 | 124,802 | 82,761 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 33 | 24 | 13 |
Cash receipts from interest | 5,125 | 5,177 | 3,337 |
Cash paid for income tax | 17,137 | 12,696 | 10,063 |
Non cash investing activities | |||
Assets acquired under capital lease | $ 125 | $ 269 | $ 142 |
Nature of the Business
Nature of the Business | 12 Months Ended |
Mar. 31, 2016 | |
Nature of the Business | |
Nature of the Business | (1) Nature of the Business Virtusa Corporation (the "Company", "Virtusa", "we", "us" or "our") is a global information technology services provider. Using an enhanced global delivery model, we provide end-to-end information technology ("IT") services to Global 2000 companies. These services include IT and business consulting, digital enablement services, user experience ("UX") design, development of IT applications, maintenance and support services, systems integration, infrastructure and managed services. Our services leverage our distinctive consulting approach and unique platforming methodology to transform our clients' businesses through the innovative use of technology and domain knowledge to solve critical business problems. Our services enable our clients to accelerate business outcomes by consolidating, rationalizing and modernizing our clients' core customer-facing processes into one or more core systems. We deliver cost-effective solutions through a global delivery model, applying advanced methods such as Agile, an industry standard technique designed to accelerate application development. We also use our consulting methodology, which we refer to as Accelerated Solution Design ("ASD"), which is a collaborative decision-making and design process performed with the client, to ensure our solutions meet the client's specifications and requirements. We have built targeted solutions that enable our clients to reduce their IT operations cost, while simultaneously increasing their ability to accelerate business growth in existing and new market segments. We further differentiate ourselves by enabling our clients to expand their addressable market through our millennial offerings and to improve the efficiencies of operating their business through our industry leading transformational solutions. Headquartered in Massachusetts, we have offices in the United States, Canada, the United Kingdom, the Netherlands, Germany, Switzerland, Sweden, Austria, the United Arab Emirates, Hong Kong, Japan, Australia and New Zealand, with global delivery centers in India, Sri Lanka, Hungary, Singapore and Malaysia, as well as near shore delivery centers in the United States. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2016 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies (a) Principles of Consolidation The accompanying financial statements have been prepared on a consolidated basis and reflect the financial statements of Virtusa Corporation and all of its subsidiaries that are directly or indirectly more than 50% owned or controlled. When the Company does not have a controlling interest in an entity, but exerts a significant influence on the entity, the Company applies the equity method of accounting. The consolidated financial statements reflect the accounts of the Company and its direct and indirect subsidiaries, Virtusa Consulting Services Private Limited, Virtusa Software Services Private Limited, Virtusa Technologies (India) Private Limited and Polaris Consulting & Services Limited, Optimus Global Services Limited, each organized and located in India, Virtusa (Private) Limited, organized and located in Sri Lanka, Virtusa UK Limited, Polaris Consulting & Services Limited, organized and located in the United Kingdom, Virtusa Securities Corporation, a Massachusetts securities corporation, Polaris Consulting & Services Limited, organized and operating in the United States, Virtusa International, B.V., Polaris Software Lab B.V., organized and located in the Netherlands, Virtusa Hungary Kft., Polaris Consulting & Serviced, Kft., incorporated and located in Hungary, Virtusa Germany GmbH, Polaris Software Lab GmbH, organized and located in Germany, Virtusa Switzerland GmbH, Polaris Consulting & Services SA, organized and located in Switzerland, Virtusa Singapore Private Limited, Polaris Consulting & Services Pte Limited, organized and located in Singapore, Virtusa Malaysia Private Limited Company, Polaris Consulting & Services, SND BHD, located in Malaysia, Virtusa Austria GmbH, organized and located in Austria, Virtusa Philippines Inc., organized and located in the Philippines, TradeTech Consulting Scandinavia AB located in Sweden and Virtusa Canada, Inc., a corporation organized under the laws of British Columbia, Canada. Polaris Consulting & Services Inc, organized under the laws of Ontario, Canada. Polaris Consulting & Services Ireland Limited, organized and located in Ireland, Polaris Consulting & Services Japan K.K., organized and located in Japan, Polaris Consulting & Services Pty Ltd., organized and operating in Australia and New Zealand, Polaris Consulting & Services FZ-LLC, organized and located in Dubai, Polaris Consulting & Services Limited, organized and located in Hong Kong, Polaris Software Lab (Shanghai) Limited, organized and located in China. All intercompany transactions and balances have been eliminated in consolidation. (b) Use of Estimates The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including the recoverability of tangible assets, disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. Management re- evaluates these estimates on an ongoing basis. The most significant estimates relate to the recognition of revenue and profits based on the percentage of completion method of accounting for fixed-price contracts, share-based compensation, income taxes, including reserves for uncertain tax positions, deferred taxes and liabilities, intangible assets, contingent consideration and valuation of financial instruments including derivative contracts and investments. Management bases its estimates on historical experience and on various other factors and assumptions that are believed to be reasonable under the circumstances. The actual amounts may vary from the estimates used in the preparation of the accompanying consolidated financial statements. (c) Foreign Currency Translation The functional currencies of the Company's non-U.S. subsidiaries are the local currency of the country in which the subsidiary operates except for Hungary, which operates in the euro and certain Netherlands entities, which operate in the U.S. dollar. Operating and capital expenditures of the Company's subsidiaries located in India, Sri Lanka, the Netherlands, Australia, Canada, Singapore, Malaysia, the Philippines, Germany, Austria, Sweden and the United Kingdom, are denominated in their local currency which is the currency most compatible with their expected economic results. India and Sri Lanka local expenditures form the underlying basis for intercompany transactions which are subsequently conducted in both U.S. dollars and U.K. pounds sterling. U.K. client sales contracts are primarily conducted in U.K. pounds sterling. All transactions and account balances are recorded in the functional currency. The Company translates the value of these non-U.S. subsidiaries' local currency denominated assets and liabilities into U.S. dollars at the rates in effect at the balance sheet date. Resulting translation adjustments are recorded in stockholders' equity as a component of accumulated other comprehensive income (loss). The local currency denominated statement of income amounts are translated into U.S. dollars using the average exchange rates in effect during the period. Realized foreign currency transaction gains and losses are included in the consolidated statements of income. The Company's non-U.S. subsidiaries do not operate in "highly inflationary" countries. (d) Derivative Instruments and Hedging Activities The Company enters into forward foreign exchange contracts to mitigate the risk of changes in foreign exchange rates on intercompany transactions and forecasted transactions denominated in foreign currencies. The Company designates derivative contracts as cash flow hedges if they satisfy the criteria for hedge accounting. Changes in fair values of derivatives designated as cash flow hedges are deferred and recorded as a component of accumulated other comprehensive income, net of taxes, until the hedged transactions occur and are then recognized in the consolidated statements of income. Changes in fair value of derivatives not designated as hedging instruments and the ineffective portion of derivatives designated as cash flow hedges are recognized immediately in the consolidated statements of income. With respect to derivatives designated as cash flow hedges, the Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedge transactions. The Company also formally assesses both at the inception of the hedge and on an ongoing basis, whether each derivative will be highly effective in offsetting changes in fair values or cash flows of the hedged item. If the Company determines that a derivative or a portion thereof is not highly effective as a hedge, or if a derivative ceases to qualify for hedge accounting, the Company prospectively discontinues hedge accounting with respect to that derivative. (e) Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an initial maturity of three months or less from the date of purchase to be cash equivalents. At March 31, 2016, cash equivalents consisted of money market instruments and certificates of deposit. The Company had short-term and long-term restricted cash totaling $93,940 and $112 at March 31, 2016 and 2015, respectively. Restricted cash includes escrow deposits related to the mandatory offering for 26% of the outstanding shares of Polaris as required under India takeover rules, escrow deposits related to acquisitions and restricted deposits with banks to secure the import of computer and other equipment, bank guarantees associated with the purchase of property and equipment of the Company's facilities in India. (f) Investment Securities The Company classifies all debt securities as "available for sale". These securities are classified as short-term investments and long-term investments on the consolidated balance sheet and are carried at fair market value. Any unrealized gains and losses on available for sale securities are reported in accumulated other comprehensive income, net of tax, as a separate component of stockholders' equity unless the decline in value is deemed to be other-than-temporary, in which case, investments are written down to fair value and the loss is charged to the consolidated statement of income. Any realized gains and losses on trading securities are charged to the consolidated statement of income. The Company determines the cost of the securities sold based on the specific identification method. The Company conducts a periodic review and evaluation of its investment securities to determine if the decline in fair value of any security is deemed to be other-than-temporary. Other-than-temporary impairment losses are recognized on securities when: (i) the holder has an intention to sell the security; (ii) it is more likely than not that the security will be required to be sold prior to recovery; or (iii) the holder does not expect to recover the entire amortized cost basis of the security. Other-than- temporary losses are reflected in earnings as a charge against gain on sale of investments to the extent the impairment is related to credit losses. The amount of the impairment related to other factors is recognized in other comprehensive income. The Company has no intention to sell any securities in an unrealized loss position at March 31, 2016 nor is it more likely than not that the Company would be required to sell such securities prior to the recovery of the unrealized losses. At March 31, 2016, the Company believes that all impairments of investment securities are temporary in nature. (g) Goodwill and Other Intangible Assets The Company accounts for its business combinations under the acquisition method of accounting. The Company allocates the cost of an acquired entity to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase price for acquisitions over the fair value of the net assets acquired, including other intangible assets, is recorded as goodwill. Goodwill is not amortized but is tested for impairment at the reporting unit level, defined as the Company level, at least annually in the fourth quarter of each fiscal year or more frequently when events or circumstances occur that indicate that it is more likely than not that an impairment has occurred. In assessing goodwill for impairment, an entity has the option to assess qualitative factors to determine whether events or circumstances indicate that it is not more likely than not that fair value of a reporting unit is less than its carrying amount. If this is the case, then performing the quantitative two-step goodwill impairment test is unnecessary. An entity can choose not to perform a qualitative assessment for any or all of its reporting units, and proceed directly to the use of the two-step impairment test. The two-step process begins with an estimation of the fair value of a reporting unit. Goodwill impairment exists when a reporting unit's carrying value of goodwill exceeds its implied fair value. Significant judgment is applied when goodwill is assessed for impairment. For the Company's goodwill impairment analysis, the Company operates under one reporting unit. Any impairment would be measured based upon the fair value of the related assets. In performing the first step of the goodwill impairment testing and measurement process, the Company compares its entity-wide estimated fair value to net book value to identify potential impairment. Management estimates the entity-wide fair value utilizing the Company's market capitalization, plus an appropriate control premium. Market capitalization is determined by multiplying the shares outstanding on the assessment date by the market price of the Company's common stock. If the market capitalization is not sufficiently in excess of the Company's book value, the Company will calculate the control premium which considers appropriate industry, market and other pertinent factors. If the fair value of the reporting unit is less than the book value, the second step is performed to determine if goodwill is impaired. If the Company determines through the impairment evaluation process that goodwill has been impaired, an impairment charge would be recorded in the consolidated statement of income. The Company completed the annual impairment test required during the fourth quarter of the fiscal year ended March 31, 2016 and determined that there was no impairment. The Company continues to closely monitor its market capitalization. If the Company's market capitalization, plus an estimated control premium, is below its carrying value for a period considered to be other-than-temporary, it is possible that the Company may be required to record an impairment of goodwill either as a result of the annual assessment that the Company conducts in the fourth quarter of each fiscal year, or in a future quarter if an indication of potential impairment is evident. The estimated fair value of the reporting unit on the assessment date significantly exceeded the carrying book value. Other intangible assets acquired in a business combination are recognized at fair value using generally accepted valuation methods appropriate for the type of intangible asset and reported separately from goodwill. Intangible assets with definite lives are amortized over the estimated useful lives and are tested for impairment when events or circumstances occur that indicate that it is more likely than not that an impairment has occurred. The Company tests other intangible assets with definite lives for impairment by comparing the carrying amount to the sum of the net undiscounted cash flows expected to be generated by the asset whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the carrying amount of the asset exceeds its net undiscounted cash flows, then an impairment loss is recognized for the amount by which the carrying amount exceeds its fair value. (h) Fair Value of Financial Instruments At March 31, 2016 and 2015, 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 8 for a discussion of the fair value of the Company's other financial instruments. (i) Concentration of Credit Risk and Significant Customers Financial instruments which potentially expose the Company to concentrations of credit risk are primarily comprised of cash and cash equivalents, investments, derivatives, accounts receivable and unbilled accounts receivable. The Company places its cash, investments and derivatives in highly-rated financial institutions. The Company adheres to a formal investment policy with the primary objective of preservation of principal, which contains credit rating minimums and diversification requirements. Management believes its credit policies reflect normal industry terms and business risk. The Company does not anticipate non-performance by the counterparties and, accordingly, does not require collateral. At March 31, 2016, one client accounted for 12%, of gross accounts receivable. At March 31, 2015, two clients accounted for 13% and 10% respectively, of gross accounts receivable. Revenue from significant clients as a percentage of the Company's consolidated revenue was as follows: Year Ended March 31, 2016 2015 2014 Customer A % % % Customer B % % % (j) Property and Equipment Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method. Leasehold improvements are amortized over the shorter of their lease term or the estimated useful life of the related asset. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to income. Repair and maintenance costs are expensed as incurred. (k) Long-Lived Assets The Company reviews the carrying value of its long-lived assets or asset groups with definite useful lives to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying value of an asset to the future net undiscounted cash flows directly associated with the asset. If assets are considered to be impaired, the impairment recognized is the amount by which the carrying value exceeds the fair value of the asset. The Company uses a discounted cash flow approach or other methods, if appropriate, to assess fair value. Long-lived assets to be disposed of by sale are reported at the lower of carrying value or fair value less cost to sell and depreciation is ceased. Long-lived assets to be disposed of other than by sale are considered to be held and used until disposal. (l) Internally-Developed Software The Company capitalizes costs incurred during the application development stage, which include costs to design the software configuration and interfaces, coding, installation and testing. Costs incurred during the preliminary project stage, along with post-implementation stages of internal use computer software, are expensed as incurred. Capitalized development costs are typically amortized over the estimated life of the software, typically three to ten years, using the straight line method, beginning with the date that an asset is ready for its intended use. At March 31, 2016 and 2015, capitalized software development costs, which include software development work in progress, were approximately $8,020 and $7,302, respectively. These costs were recorded in property and equipment. For the fiscal years ended March 31, 2016, 2015 and 2014, amortization of capitalized software development costs amounted to approximately $556, $706 and $733, respectively. (m) Income Taxes Income taxes are accounted for using the asset and liability method whereby deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The calculation of the Company's tax liabilities involves dealing with uncertainties in the application of complex tax regulations in multiple jurisdictions. The Company records liabilities for estimated tax obligations in the United States and other tax jurisdictions in which it has operations (see note 13). (n) Revenue Recognition The Company derives its revenue from a variety of IT consulting, technology implementation and application outsourcing services. Contracts for these services have different terms and conditions based on the scope, deliverables, and complexity of the engagement which require management to make judgments and estimates in determining the overall cost to the customer. Fees for these contracts may be in the form of time and materials or fixed price arrangements. Revenue is recognized as work is performed and amounts are earned. The Company considers amounts to be earned once evidence of an arrangement has been obtained, services are delivered, fees are fixed or determinable, and collectability is reasonably assured. Volume discounts are recorded as a reduction of revenue over the contractual period as services are performed. Revenue on time and material contracts is recognized as the services are performed and amounts are earned. Revenue from fixed price contracts related to complex design, development and customization is accounted for under the percentage of completion method. Under the percentage of completion method, management estimates the percentage of completion based upon efforts incurred as a percentage of the total estimated efforts for the specified engagement. When total cost estimates exceed revenue, the Company accrues for the estimated losses immediately. The use of the percentage of completion method requires significant judgment relative to estimating total contract revenue and efforts, including assumptions relative to the length of time to complete the project, the nature and complexity of the work to be performed, and anticipated changes in other engagement related costs. The Company's analysis of these contracts also contemplates whether contracts should be combined or segmented. The Company combines closely related contracts when all the applicable criteria under U.S. GAAP are met. Similarly, the Company may segment a project, which may consist of a single contract or a group of contracts, with varying rates of profitability, only if all the applicable criteria under U.S. GAAP are met. Estimates of total contract revenue and efforts are continuously monitored during the term of the contract and are subject to revision as the contract progresses. When revisions in estimated contract revenue and efforts are determined, such adjustments are recorded in the period in which they are first identified. Revenue from fixed-price contracts related to consulting or other IT services is accounted for using a proportional performance method. Performance is generally measured based upon the efforts incurred to date in relation to the total estimated efforts to the completion of the contract. The cumulative impact of any change in estimates of the contract revenue is reflected in the period in which the changes become known. Revenue from fixed-price applications management, maintenance or support engagements is recognized as earned which generally results in straight-line revenue recognition as services are performed continuously over the term of the engagement. The Company may enter into arrangements that consist of multiple elements and in these types of arrangements the transaction price is allocated to the individual units of accounting at the inception of the arrangement based on the relative selling price. The Company uses a hierarchy to determine the selling prices to be used for allocating revenue: (i) vendor-specific objective, evidence of fair value (VSOE), (ii) third-party evidence of selling price (TPE), and (iii) best estimate of the selling price (ESP). The Company may enter into hosting arrangements where revenue is recognized as the service is delivered, generally on a straight-line basis, over the contractual period of performance. In these types of arrangements the Company considers the rights provided to the customer in determining whether the arrangement includes the sale of a software license. Differences between the timing of billings and the recognition of revenue based on various methods of accounting are recorded as unbilled revenue or deferred revenue. Revenue includes reimbursements of travel and out-of-pocket expenses, with equivalent amounts of expense recorded in costs of revenue, of $14,142, $10,877 and $5,921 for the fiscal years ended March 31, 2016, 2015 and 2014, respectively. Any tax assessed by a governmental authority that is incurred as a result of a revenue transaction (e.g. sales tax) is excluded from revenue and reported on a net basis. (o) Costs of Revenue and Operating Expenses Costs of revenue consist principally of salaries, employee benefits and stock compensation expense, reimbursable and non-reimbursable travel costs, subcontractor fees, and immigration related expenses for IT professionals. Selling and marketing expenses are charged to operating expenses as incurred. Selling and marketing expenses are those expenses associated with promoting and selling the Company's services and include such items as sales and marketing personnel salaries, stock compensation expense and related fringe benefits, commissions, travel, and the cost of advertising and other promotional activities. Advertising and promotional expenses incurred were approximately $316, $430 and $255 for the fiscal years ended March 31, 2016, 2015 and 2014, respectively. General and administrative expenses include other operating items such as officers' and administrative personnel salaries, stock compensation expense and related fringe benefits, legal and audit expenses, public company related expenses, insurance, facility costs, provision for doubtful accounts, depreciation and amortization, including amortization of purchased intangibles and operating lease expenses. (p) Share-Based Compensation Share-based compensation cost is determined by estimating the fair value at the grant date of the Company's common stock using the Black-Scholes option pricing model, and expensing the total compensation cost on a straight line basis (net of estimated forfeitures) over the requisite employee service period. The allocation of total share-based compensation expense between costs of revenue and selling, general and administrative expenses were as follows: Year Ended March 31, 2016 2015 2014 Costs of revenue $ $ $ Selling, general and administrative expenses Total share-based compensation expense $ $ $ The fair value of each stock option is estimated on the date of grant using the Black-Scholes option pricing valuation model with the following assumptions: Year Ended March 31, Weighted Average Fair Value Options Pricing Model Assumptions 2016(1) 2015 2014 Risk-free interest rate — % % Expected term (in years) — Anticipated common stock volatility — % % Expected dividend yield — % % (1) There were no options granted during the fiscal year ended March 31, 2016. The risk-free interest rate assumptions are based on the interpolation of various U.S. Treasury bill rates in effect during the month in which stock option awards are granted. For the fiscal years ended March 31, 2016, 2015 and 2014, the Company's volatility assumption is based on the historical volatility rates of the Company's common stock from exchange traded shares over periods commensurate with the expected term of each grant The expected term of employee share-based awards represents the weighted average period of time that awards are expected to remain outstanding. The determination of the expected term of share-based awards assumes that employees' behavior is a function of the awards vested, contractual lives, and the extent to which the award is in the money. Accordingly, for the fiscal years ended March 31, 2016, 2015 and 2014, the expected term of our options is based on historical employee exercise patterns. The fair value of restricted awards and deferred stock awards is determined based on the number of stock awards granted and the quoted price of our stock at date of grant. As of March 31, 2016, there was $25,545 of total unrecognized compensation cost related to unvested stock options, restricted stock awards, deferred stock awards and restricted stock units granted under the Company's Amended and Restated 2000 Option Plan, the Company's 2007 Stock Option and Incentive Plan and the Company's 2015 Stock Option and Incentive Plan (see note 12 for a more complete description of these plans). The unrecognized compensation cost is expected to be recognized over a remaining weighted average period of 1.71 years. (q) Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of clients to make required payments. The allowance for doubtful accounts is determined by evaluating the relative credit worthiness of each client, historical collections experience and other information, including the aging of the receivables. We evaluate the collectability of our accounts receivables on an on-going basis and write-off accounts when they are deemed to be uncollectible. (r) Unbilled Accounts Receivable Unbilled accounts receivable represent revenue on contracts to be billed, in subsequent periods, as per the terms of the related contracts. (s) Recent accounting pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for the Company on April 1, 2018. Early application is permitted but not before periods beginning on or after January 1, 2017. In March, April and May 2016, the FASB issued updates to the new revenue standard to clarify the implementation guidance on principal versus agent considerations for reporting revenue gross versus net, identifying performance obligations, accounting for licenses of intellectual property, transition, contract modifications, collectability, non-cash consideration and presentation of sales and other similar taxes with the same effective date. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. In June 2014, the FASB issued ASU No. 2014-12—"Stock Compensation—Accounting for Share-Based Payments In some cases, the terms of an award may provide that a performance target that affects vesting could be achieved after an employee completes the requisite service period. That is, the employee would be eligible to vest in the award regardless of whether the employee is rendering service on the date the performance target is achieved. A performance target that affects vesting and that could be achieved after an employee's requisite service period shall be accounted for as a performance condition. As such, the performance target shall not be reflected in estimating the fair value of the award at the grant date. Compensation cost shall be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service already has been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost for which requisite service has not yet been rendered shall be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period shall reflect the number of awards that are expected to vest and shall be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. As indicated in the definition of vest, the stated vesting period (which includes the period in which the performance target could be achieved) may differ from the requisite service period. The ASU is effective for annual and interim periods for fiscal years beginning on or after December 15, 2015. Entities can apply the amendment either a) prospectively to all awards granted or modified after the effective date or b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The ASU does not have an impact on the consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, "Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs". This update requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying value of that debt liability, consistent with debt discounts. The Company adopted this guidance in the current fiscal year and recorded debt issuance cost as a direct deduction from the carrying value of that debt. In September 2015, the FASB issued ASU 2015-16, which eliminates the requirement for an acquirer to retrospectively adjust the financial statements for meas |
Earnings per Share
Earnings per Share | 12 Months Ended |
Mar. 31, 2016 | |
Earnings per Share | |
Earnings per Share | (3) Earnings per Share Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period, and diluted earnings per share is computed by including the dilutive impact of common stock equivalents outstanding for the period in the denominator. Common stock equivalents include shares issuable upon the exercise of outstanding stock options, SARs, issuance of shares on exercise or vesting of restricted stock units, unvested restricted stock, net of shares assumed to have been purchased with the proceeds, using the treasury stock method. The following table sets forth the computation of basic and diluted earnings per share for the periods set forth below: Year Ended March 31, 2016 2015 2014 Numerators: Net income available to Virtusa common stockholders $ $ $ Denominators: Weighted average common shares outstanding Dilutive effect of employee stock options and unvested restricted stock awards and restricted stock units Dilutive effect of stock appreciation rights Weighted average shares—diluted Basic earnings per share $ $ $ Diluted earnings per share $ $ $ During the fiscal years ended March 31, 2016, 2015, and 2014, unvested restricted stock awards and unvested restricted stock units issuable for, and options to purchase, 68,991, 21,629 and 29,766 shares of common stock in the aggregate for such fiscal years, respectively, were excluded from the calculations of diluted earnings per share as their effect would have been anti-dilutive. |
Acquisitions
Acquisitions | 12 Months Ended |
Mar. 31, 2016 | |
Acquisitions | |
Acquisitions | (4) Acquisitions On April 1, 2015, the Company entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") by and among the Company, Apparatus, Inc. an Indiana corporation ("Apparatus"), the majority stockholder of Apparatus ("Major Stockholder") and the other stockholders (collectively with the Major Stockholder, the "Sellers"), to acquire all of the issued and outstanding stock of Apparatus (the "Acquisition"). The Company completed the Acquisition on April 1, 2015, at which time Apparatus became a wholly owned subsidiary of the Company. The acquisition strengthens the Company's growing Infrastructure Management Services (IMS) practice and offers the combined Company's clients a stronger set of offerings that are focused on simplifying their IT infrastructure and driving high levels of efficiency in IT operations. Under the terms of the Stock Purchase Agreement, the purchase price for the Acquisition was approximately $34,200 in cash, subject to post closing working capital adjustments. The purchase price was also subject to adjustment after the closing by up to an additional $1,700 in earn out consideration to the Sellers in the event of Apparatus' achievement of certain revenue and profit milestones for the fiscal year ending March 31, 2016. The Sellers earned $839 of the earn-out based on achievement against these performance targets which is accrued at March 31, 2016. The Company deposited 8.5% of the purchase price into escrow for a period of 12 months as security for the Sellers' indemnification obligations under the Stock Purchase Agreement. The Company, Sellers and Apparatus made customary representations, warranties and covenants in the Stock Purchase Agreement. During the fiscal year ended March 31, 2016, the Company and Apparatus agreed to a working capital adjustment of $297, resulting in a reduction to the purchase price paid. In connection with the Acquisition, the Company offered employment to all of Apparatus' employees. The Company has agreed to offer up to $1,500 in the form of variable cash compensation to certain Apparatus employees in the event of Apparatus' achievement of certain revenue and profit milestones for the fiscal year ending March 31, 2016. These Apparatus employees earned $781 based on achievement against these performance targets. The Company has also agreed to issue an aggregate of up to $3,500 in shares of restricted stock from the Company's stock option and incentive plan, not to exceed 93,333 shares, to certain Apparatus employees. The shares will vest annually and will be expensed over a four year period and will be recorded as post-acquisition compensation expense. A summary of the purchase price allocation for Apparatus is as follows: Amount Useful Life Consideration Transferred: Cash paid at closing $ Holdback of 8.5% Fair value of contingent consideration Working capital adjustment ) Fair value of consideration transferred Less: Cash acquired ) Total purchase price, net of cash acquired $ Acquisition-related costs $ Purchase Price Allocation: Cash and cash equivalents $ Accounts receivable and unbilled receivable Prepaid expense Property and equipment Goodwill Customer relationships 10 years Technology 5 years Trademark 3 years Other current liabilities ) Total purchase price Less: Cash acquired ) Total purchase price, net of cash acquired $ On June 1, 2015, Virtusa AB, a wholly owned subsidiary of the Company organized and formed in Sweden, acquired the assets of a consulting company located in Sweden. The purchase price was approximately $360 in cash subject to adjustment after the closing for up to an additional $540 in earn-out consideration. The purchase price allocation was as follows: goodwill of $505, customer relationships of $446 and other current liabilities of $51. During the fiscal year ended March 31, 2016, the Company paid $540 in earn out consideration. On July 28, 2015, the Company acquired the business of Agora Group, Inc., an IT consulting organization headquartered in Atlanta, Georgia, USA and its Indian affiliate (collectively, "Agora"), focused on implementing and integrating business process management (BPM) solutions on leading BPM suites. Agora employs approximately 60 professionals. Under the terms of the asset purchase agreement by and among the Company, Agora Group, Inc. and the sole stockholder of the Agora Group, Inc., the Company acquired Agora's business for $7,441 in cash (net of working capital adjustments). The Company has also agreed to issue an aggregate of up to $2,890 in restricted stock awards from the Company's stock option and incentive plan, not to exceed 77,067 shares, to certain Agora employees. The restricted stock awards will vest annually and will be expensed over a four year period. From the purchase price, the Company deposited approximately $854 into escrow for a period of 12 months as security for the Agora Group's and the sole stockholder's indemnification obligations under the asset purchase agreement. The Company, the Agora Group and sole stockholder made customary representations, warranties and covenants in the asset purchase agreement. The asset purchase agreement also contains non-solicitation and non-competition provisions pursuant to which the Agora Group and the sole stockholder agreed not to solicit any employee or affiliate or client of the Company and to not engage in any competitive business or activities, in each case, for a period of three years after the date of closing of the transaction. A summary of the purchase price allocation for Agora is as follows: Amount Useful Life Consideration Transferred: Cash paid at closing $ Holdback Total purchase price, net of cash acquired $ Acquisition-related costs $ Purchase Price Allocation: Goodwill $ Customer relationships 5 years $ On March 3, 2016, pursuant to a share purchase agreement (the "SPA"), dated as of November 5, 2015, by and among Virtusa Consulting Services Private Limited ("Virtusa India"), a subsidiary of the Company, Polaris Consulting & Services Limited ("Polaris") and the Promoter Sellers named therein, as amended, the Company completed the purchase of 53,133,127 shares, or approximately 51.7% of the fully-diluted capitalization of Polaris from certain Polaris shareholders for approximately $168,257 (Indian rupees 11,391,365) in cash (the "Polaris SPA Transaction"). In addition, on April 6, 2016, Virtusa India completed an unconditional mandatory open offer with successful tender to purchase an additional 26% (1) of the fully diluted outstanding shares of Polaris from Polaris' public shareholders. The mandatory open offer was conducted in accordance with requirements of the Securities and Exchange Board of India ("SEBI") and the applicable Indian rules on takeovers. Virtusa India purchased 26,719,942 shares of Polaris common for an aggregate purchase price of approximately $88,820 (Indian rupees 5,913,920). Upon the closing of the mandatory offering, Virtusa's ownership interest in Polaris increased from approximately 51.7% to 77.7% of Polaris' fully diluted shares outstanding, and from approximately 52.9% to 78.8% of Polaris' basic shares outstanding. Under applicable Indian rules on takeovers, Virtusa India is required to sell within one year of the settlement of the unconditional mandatory offer its shareholdings in Polaris in excess of 75% of the basic outstanding share capital of Polaris. Pursuant to the mandatory open offer, during the fiscal year ended March 31, 2016, the Company transferred $89,220 into an escrow account in accordance with the India takeover rules, which is recorded as restricted cash at March 31, 2016. The Polaris SPA transaction closed on March 3, 2016 and the mandatory open offer closed on April 6, 2016. On April 6, 2016, the restricted cash was released from the escrow account and used for settlement for the mandatory open offer. Under the purchase method of accounting, the total purchase price is allocated to the preliminary assets acquired and liabilities assumed based on their estimated fair values. The Company may continue to adjust the preliminary estimated purchase price allocation after obtaining more information regarding asset valuations, liabilities assumed, and revision of preliminary estimates. The following is the total preliminary purchase price allocation based on information available as of March 31, 2016 and may be subject to change during the measurement period. Amount Useful Life Consideration Transferred: Cash paid at closing $ Less: Cash acquired ) Total purchase price, net of cash acquired $ Acquisition-related costs $ Purchase Price Allocation: Cash and cash equivalents $ Accounts receivable and unbilled receivable Short term investments Other current assets Property and equipment Long term investments Long term assets Goodwill Customer relationships 10 - 15 years Trademark 2 years Accounts Payable ) Deferred revenue ) Accrued expenses and other current liabilities ) Deferred income taxes ) Long term liabilities ) Noncontrolling interest ) Total purchase price Less: Cash acquired ) Total purchase price, net of cash acquired $ Acquisition costs are recorded in selling, general and administrative expenses. Noncontrolling interest was fair valued based on the Polaris closing stock price on the date of acquisition for the minority shares outstanding and the fair value of vested options exercisable using the black-Scholes option pricing model. Polaris's assets acquired and liabilities assumed include net assets of $300 related to a business unit that is held for sale. On February 25, 2016, the Company entered into a credit agreement (the "Credit Agreement") dated as of February 25, 2016, by and among the Company, its guarantor subsidiaries party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint book runners and lead arrangers. The Credit Agreement replaces the Company's existing $25,000 credit agreement with JP Morgan Chase Bank, N.A. and provides for a $100,000 revolving credit facility and a $200,000 delayed-draw term loan (together, the "Credit Facility"). To finance the Polaris SPA Transaction, on February 25, 2016, the Company drew down the full $200,000 of the term loan. See Note 11 of the notes to our financial statements included herein for a detail description of our debt. The following unaudited, pro forma information assumes the Polaris, Apparatus and Agora acquisition occurred on April 1, 2014. The unaudited pro forma consolidated results of operations are provided for informational purposes only and do not purport to represent the Company's actual consolidated results of operations had each acquisition occurred on the dates assumed, nor are these necessarily indicative of the Company's future consolidated results of operations. Year Ended March 31, 2016 March 31, 2015 Revenue $ $ Net income $ $ Revenue and net loss relating to Polaris, Apparatus and Agora since the acquisition dates, amounting to $55,205 and $1,768, respectively, have been included in the consolidated statement of income for the fiscal year ended March 31, 2016. The unaudited pro forma consolidated results of operations for the fiscal year ended March 31, 2016 and 2015 included amortization of intangible assets, share-based compensation expense, acquisition related costs, earn-out bonuses and changes in the fair value of contingent consideration. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | (5) Goodwill and Intangible Assets Goodwill: The Company has one reportable segment at March 31, 2016. The following are details of the changes in goodwill balance at March 31, 2016: Amount Balance at April 1, 2015 $ Goodwill arising from acquisitions Foreign currency translation adjustments Balance at March 31, 2016 $ The acquisition costs and goodwill balance deductible for our business acquisitions for tax purposes are $74,129. The acquisition costs and goodwill balance not deductible for tax purposes are $138,182 and relate to the Company's TradeTech acquisition (closed in January 2, 2014) and the Polaris acquisition. The Company performed the annual assessment of its goodwill during the fourth quarter of the fiscal year ended March 31, 2016 and determined that the estimated fair value of the Company's reporting unit exceeded its carrying value and therefore goodwill was not impaired. The Company will continue to complete goodwill impairment assessments at least annually during the fourth quarter of each ensuing fiscal year. The Company will continue to evaluate whether events or circumstances have occurred that indicate that the estimated remaining useful life of its long-lived assets, including intangible assets, may warrant revision or that the carrying value of these assets may be impaired. Any write downs are treated as permanent reductions in the carrying amount of the assets. Intangible Assets: The following are details of the Company's intangible asset carrying amounts acquired and amortization for the fiscal year ended March 31, 2016 and March 31, 2015: March 31, 2016 Weighted Average Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortizable intangible assets: Customer relationships $ $ $ Partner relationships — Trademark Technology $ $ $ March 31, 2015 Weighted Average Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortizable intangible assets: Customer relationships $ $ $ Partner relationships Trademark — Backlog — $ $ $ The Company's amortization expense related to intangible assets acquired through acquisitions was $5,491, $4,436 and $3,431 for the fiscal years ended March 31, 2016, 2015 and 2014, respectively. The components included in the gross carrying amounts of amortization expense in the table above reflect the Company's acquisition of all the outstanding stock of Insource Holdings, Inc. and its subsidiaries on November 4, 2009, the Company's purchase of substantially all of the assets of ConVista Consulting LLC, on February 1, 2010, the Company's purchase of substantially all of the assets of ALaS Consulting LLC, on July 1, 2011, the Company's purchase of substantially all of the assets of OSB on November 1, 2013, the Company's acquisition of all the outstanding stock of TradeTech on January 2, 2014, the Company's acquisition of all the outstanding stock of Apparatus, Inc. an Indiana corporation on April 1, 2015, the Company's acquisition of Agora's business on July 28, 2015 and the Company's acquisition of a majority interest in Polaris on March 3, 2016. The intangible assets are being amortized on either a straight-line basis using the most appropriate economic pattern of consumption over their estimated useful lives. The estimated amortization expense related to the purchased intangible assets listed in the table above at March 31, 2016 is as follows for the following fiscal years: Fiscal year Amount 2017 $ 2018 2019 2020 2021 Thereafter Total $ |
Investment Securities
Investment Securities | 12 Months Ended |
Mar. 31, 2016 | |
Investment Securities | |
Investment Securities | (6) Investment Securities At March 31, 2016 and 2015, all of the Company's investment securities were classified as available-for-sale and were carried on its balance sheet at their fair market value. A fair market value hierarchy based on three levels of inputs was used to measure each security (see note 8). The following is a summary of investment securities at March 31, 2016: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale securities: Corporate bonds: Current $ $ $ ) $ Non-current ) Preference shares: Non-current — — Agency and short-term notes: Current — Non-current ) Mutual funds: Current ) Depository receipts: Current — Time deposits: Current — — Total available-for-sale securities $ $ $ ) $ The following is a summary of investment securities at March 31, 2015: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale securities: Corporate bonds: Current $ $ $ ) $ Non-current — ) Agency and short-term notes: Current — Non-current ) Municipal bonds: Current — — Time deposits: Current — — Total available-for-sale securities $ $ $ ) $ The Company evaluates investments with unrealized losses to determine if the losses are other than temporary. The Company has determined that the gross unrealized losses on its available-for-sale securities at March 31, 2016 are temporary. The Company conducts a periodic review and evaluation of its investment securities to determine if the decline in fair value of any security is deemed to be other-than-temporary. Other-than-temporary losses are reflected in earnings as a charge against gain on sale of investments to the extent the impairment is related to credit losses. The amount of the impairment related to other factors is recognized in other comprehensive income. The following tables show the gross unrealized losses and fair value of the Company's investment securities with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2016 and March 31, 2015: Less Than 12 Months Fair Value Gross Unrealized Loss Available-for-sale securities at March 31, 2016: Corporate bonds $ $ ) Agency bonds ) Mutual funds ) Total $ $ ) Available-for-sale securities at March 31, 2015: Corporate bonds $ $ ) Agency bonds ) Total $ $ ) Greater Than 12 Months Fair Value Gross Unrealized Loss Available-for-sale securities at March 31, 2016: Corporate bonds $ ) Total $ $ ) Available-for-sale securities at March 31, 2015: Corporate bonds $ ) Agency bonds — Total $ $ ) At March 31, 2016, there were no investment securities owned by the Company for which the fair value was less than the carrying value for a period greater than 12 months. Available-for-sale securities by contractual maturity were as follows: March 31, 2016 Due in one year or less $ Due after 1 year through 5 years Due after 5 years Total $ Proceeds from sales of available-for-sale investment securities and the gross gains and losses that have been included in earnings as a result of those sales were as follows: Year Ended March 31, 2016 2015 2014 Proceeds from sales of available-for-sale investment securities $ $ $ Gross gains $ $ $ — Gross losses — ) — Net realized gains on sales of available-for-sale investment securities $ $ $ — |
Investments in unconsolidated A
Investments in unconsolidated Affilitates | 12 Months Ended |
Mar. 31, 2016 | |
Investments in unconsolidated Affiliates | |
Investments in unconsolidated Affiliates | (7) Investments in unconsolidated Affiliates Investments in entities in which the Company owns between 20% and 50% of the voting interest or otherwise acquires management influence are accounted for using the equity method and initially recognized at cost. Under the equity method, the Company's share of the post-acquisition profits and losses is recognized in the Consolidated Statements of Income. As of March 31, 2016, through its Polaris subsidiary, the Company owns a 50% interest in Intellect Polaris Design LLC, an LLC which holds certain real estate in New Jersey, which is being accounted for using the equity method of accounting. As of March 31, 2016, the difference between the carrying amount and our equity in net assets of this investment was $501. This is due to fair value measurement of the investment upon the Polaris acquisition. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Mar. 31, 2016 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | (8) Fair Value of Financial Instruments The Company uses a framework for measuring fair value under U.S. generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The Company's financial assets and liabilities reflected in the consolidated financial statements at carrying value include marketable securities and other financial instruments which approximate fair value. Fair value for marketable securities is determined using a market approach based on quoted market prices at period end in active markets. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. An entity is allowed to elect to record financial assets and financial liabilities at fair value upon their initial recognition on a contract- by- contract basis. The following table summarizes the Company's financial assets and liabilities measured at fair value on a recurring basis at March 31, 2016 Level 1 Level 2 Level 3 Total Assets: Investments: Available-for-sales securities—current $ — $ — $ Available-for-sales securities—non-current — — Foreign currency derivative contracts — — Total assets $ — $ $ — $ Liabilities: Foreign currency derivative contracts $ — $ $ — $ Contingent consideration — — Total liabilities $ — $ $ $ The Company determines the fair value of the contingent consideration related to the Company's acquisitions of OSB and Apparatus based on the probability of attaining certain revenue and profit margin targets using an appropriate discount rate to present value the liability. See Note 4 of the notes to our financial statements included herein for a description of OSB and Apparatus acquisitions and their related contingent consideration targets. The following table provides a summary of changes in fair value of the Company's Level 3 financial liabilities as at March 31, 2016. Level 3 Liabilities Balance at April 1, 2015 $ Contingent consideration arising from acquisition (See Note 4) Increase in earn-out recognized in earnings Payment of contingent consideration ) Foreign currency translation adjustments ) Balance at March 31, 2016 $ |
Property and Equipment
Property and Equipment | 12 Months Ended |
Mar. 31, 2016 | |
Property and Equipment | |
Property and Equipment | (9) Property and Equipment Property and equipment and their estimated useful lives in years consist of the following: March 31, Estimated Useful Life (Years) 2016 2015 Computer and other equipment 3 - 10 $ $ Furniture and fixtures 7 - 10 Vehicles 3 - 6 Software 3 - 10 Leasehold improvements Lesser of estimated useful life or lease term Buildings 15 - 30 Land Capital work-in-progress $ $ Less—accumulated depreciation and amortization Property and equipment, net $ $ Depreciation and amortization expense for the fiscal years ended March 31, 2016, 2015 and 2014 was $10,988, $9,116 and $8,071, respectively. Capital work-in-progress represents advances paid towards the acquisition of property and equipment, and the cost of property and equipment including internally developed software not placed in service before the balance sheet date. The cost and accumulated amortization of assets under capital leases at March 31, 2016 were $474 and $209, respectively. The cost and accumulated amortization of assets under capital leases at March 31, 2015 were $370 and $86, respectively. |
Accrued Expenses and Other
Accrued Expenses and Other | 12 Months Ended |
Mar. 31, 2016 | |
Accrued Expenses and Other | |
Accrued Expenses and Other | (10) Accrued Expenses and Other Accrued expenses and other consists of the following: March 31, 2016 March 31, 2015 Accrued other taxes $ $ Accrued professional fees Acquisition related liabilities Hedge liability Accrued discounts Accrued other Total $ $ |
Debt
Debt | 12 Months Ended |
Mar. 31, 2016 | |
Debt | |
Debt | (11) Debt On February 25, 2016, in connection with the Polaris SPA Transaction, the Company entered into a credit agreement (the "Credit Agreement") dated as of February 25, 2016, by and among the Company, its guarantor subsidiaries party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint book runners and lead arrangers. The Credit Agreement replaces the Company's existing $25,000 credit agreement with JP Morgan Chase Bank, N.A. and provides for a $100,000 revolving credit facility and a $200,000 delayed-draw term loan (together, the "Credit Facility"). To finance the Polaris SPA Transaction, on February 25, 2016, the Company drew down the full $200,000 of the term loan. Interest under these facilities accrues at a rate per annum of LIBOR plus 2.75%, subject to step-downs based on the Company's ratio of debt to adjusted earnings before interest, taxes, depreciation, amortization, and stock compensation expense ("EBITDA"). The Company is required under the terms of the Credit Agreement to make quarterly principle payments on the term loan. For the fiscal year ending March 31, 2017, the Company is required to make principle payments of $2,500 per quarter. The Credit Agreement includes customary minimum cash, maximum debt to EBITDA and minimum fixed charge coverage covenants. The term of the Credit Agreement is five years ending February 24, 2021. At March 31, 2016, there were no borrowings under the revolving credit facility. The Credit Agreement has financial covenants that require that the Company maintain a Total Leverage Ratio, commencing on June 30, 2016, of not more than 3.25 to 1.00 for the first year of the Credit Facility, of not more than 3.00 to 1.00 for the second year of the Credit Facility, and 2.75 to 1.00 thereafter, each as determined for the four consecutive quarter period ending on each fiscal quarter (the "Reference Period"). In addition, for a period, expected to be at least one year from the completion of the Company's closing of the Polaris SPA Transaction, until the occurrence of certain events described in the Credit Agreement, at any time when the Total Leverage Ratio exceeds 1.50 to 1.00 as of the last day of a quarter, the Company must maintain at least $30,000 in unrestricted cash, cash equivalents and certain permitted investments under the Credit Facility held in bank deposits in the U.S., and $20,000 in unrestricted cash and certain permitted investments under the Credit Facility and long-term securities investments held in accordance with the Company's current investment policy. The financial covenants also require that the Company maintain a Fixed Charge Coverage Ratio, commencing on June 30, 2016, of not less than 1.25 to 1.00, as of the last day of any Reference Period. For purposes of these covenants, "Total Leverage Ratio" means, as of the last day of any fiscal quarter, the ratio of Funded Debt to Adjusted EBITDA for the reference period ended on such date. "Funded Debt" refers generally to total indebtedness to third-parties for borrowed money, capital leases, deferred purchase price and earn-out obligations and related guarantees and "Adjusted EBITDA" is defined as consolidated net income plus (a) (i) GAAP depreciation and amortization, (ii) non-cash equity-based compensation expenses, (iii) fees and expenses incurred during such period in connection with the Credit Facility and loans made thereunder, (iv) fees and expenses incurred during such period in connection with any permitted acquisition, (v) one-time regulatory charges, (vi) other extraordinary and non-recurring losses or expenses, and (vii) all other non-cash charges, expenses and losses for such period, minus (b) (i) extraordinary or non-recurring income or gains for such period, and (ii) any cash payments made during such period in respect of non-cash charges, expenses or losses described in clauses (a)(ii), (a)(v) and (a)(vi) above taken in a prior period, subject to other adjustments and certain caps and limits on adjustments. The Fixed Charge Coverage Ratio is calculated under the Credit Agreement generally as the ratio of Adjusted EBITDA, excluding capital expenditures made during such period (to the extent not financed with indebtedness (other than Revolving Loans), an issuance of equity interests or capital contributions, or proceeds of asset sales, the proceeds of casualty insurance used to replace or restore assets), to fixed charges (regularly scheduled consolidated interest expense paid in cash, regularly scheduled amortization payments on indebtedness in cash, income taxes paid in cash and the interest component of capital lease obligation payments), on a consolidated basis. The Credit Facility is secured by substantially all of the Company's assets, including all intellectual property and all securities in domestic subsidiaries (other than certain domestic subsidiaries where the material assets of such subsidiaries are equity in foreign subsidiaries), subject to customary exceptions and exclusions from the collateral. All obligations under the Credit Agreement are unconditionally guaranteed by substantially all of the Company's material direct and indirect domestic subsidiaries, with certain exceptions. These guarantees are secured by substantially all of the present and future property and assets of the guarantors, with certain exclusions. As of March 31, 2016, we are in compliance with our debt covenants and have provided a quarterly certification to our lenders to that effect. We believe that we currently meet all conditions set forth in the Credit Agreement to borrow thereunder and we are not aware of any conditions that would prevent us from borrowing part or all of the remaining available capacity under the revolving credit facility as of March 31, 2016 and through the date of this filing. Current portion of long-term debt The following summarizes our short-term debt balance as of: March 31, 2016 2015 Notes outstanding under the revolving credit facility $ — $ — Term loan- current maturities — Less: deferred financing costs, current ) — Total $ $ — Long-term debt, less current portion The following summarizes our long-term debt balance as of: March 31, 2016 2015 Term loan $ $ — Less: Current maturities ) — Deferred financing costs, long-term ) — Total $ $ — In accordance with the recently adopted FASB ASU 2015-03, the Company has presented debt issuance costs in the balance sheet as a direct deduction from the carrying value of that debt liability. The following represents the schedule of maturities of long-term debt: Fiscal year ending March 31: 2017 $ 2018 2019 2020 2021 Total $ 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 course of the fiscal year ended March 31, 2016, $24, 215 of receivables were sold under the terms of the financing agreement. Fees paid pursuant to this agreement were immaterial during the fiscal year ended March 31, 2016. No amounts were due as of March 31, 2016, 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. |
Stock Options, Restricted Stock
Stock Options, Restricted Stock Awards and Stock Appreciation Rights | 12 Months Ended |
Mar. 31, 2016 | |
Stock Options, Restricted Stock Awards and Stock Appreciation Rights | |
Stock Options, Restricted Stock Awards and Stock Appreciation Rights | (12) Stock Options, Restricted Stock Awards and Stock Appreciation Rights The Company's Amended and Restated 2000 Stock Option Plan (the "2000 Plan") was adopted in the fiscal year ended March 31, 2001. Under the 2000 Plan, shares were reserved for issuance to the Company's employees, directors, and consultants. The 2000 Plan was amended over the years to reduce the number of shares reserved for issuance to a total 2,594 as of March 31, 2016. Options granted under the 2000 Plan may be incentive stock options, nonqualified stock options or restricted stock. Incentive stock options may only be granted to employees. Options granted have a term of ten years and generally vest over four years. The Company settles employee stock option exercises with newly issued shares. The compensation committee of the board of directors determines (upon board of director approval) the term of awards on an individual case basis. The exercise price of incentive stock options shall be no less than 100% of the fair market value per share of the Company's common stock on the grant date. If an individual owns stock representing more than 10% of the outstanding shares, the price of each share shall be at least 110% of fair market value. In May 2007, the Company's board of directors determined that no further grants would be made under the 2000 Plan. In July 2005, the Company adopted the Virtusa Corporation 2005 Stock Appreciation Rights Plan (the "SAR Plan"). Under the SAR Plan, the Company may grant up to 479,233 SARs to employees and consultants of Virtusa and its foreign subsidiaries, and settles the SARs in cash or common stock, as set forth in the SAR Plan. Prior to the Company's initial public offering ("IPO"), the SARs could only be settled in cash. After the Company's IPO, the cash settlement feature of the SARs ceased and exercises may only be settled in shares of the Company's common stock. In May 2007, the Company's board of directors determined that no further grants would be made under the SAR Plan. The Company's board of directors and its stockholders approved the Company's 2007 Stock Option and Incentive Plan (the "2007 Plan"), in May 2007, and the stockholders of the Company again approved the 2007 Plan in September 2008. The 2007 Plan permits the Company to make grants of incentive stock options, non-qualified stock options, SARs, deferred stock awards, restricted stock awards, unrestricted stock awards, and dividend equivalent rights. The Company reserved 830,670 shares of its common stock for the issuance of awards under the 2007 Plan. The 2007 Plan provides that the number of shares reserved and available for issuance under the plan will be automatically increased each April 1, beginning in 2008, by 2.9% of the outstanding number of shares of common stock on the immediately preceding March 31 or such lower number of shares of common stock as determined by the board of directors. This number is subject to adjustment in the event of a stock split, stock dividend or other change in the Company's capitalization. Generally, shares that are forfeited, cancelled or withheld to settle tax liabilities from awards under the 2007 Plan also will be available for future awards. In addition, available shares under the 2000 Plan and the SAR Plan, as a result of the forfeiture, expiration, cancellation, termination or net issuances of awards, are automatically made available for issuance under the 2007 Plan. In May 2015, the Company's board of directors determined that no further grants would be made under the 2007 Plan. In May 2015, the Company adopted the 2015 Stock Option and Incentive Plan ("2015 Plan") which was also approved the Company's stockholders on September 1, 2015. The 2015 Plan replaces the 2007 Plan and 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. The Company reserved 3,000,000 shares of its common stock for the issuance of awards under the 2015 Plan as well as the number of shares of stock as is equal to the shares underlying any stock options and awards that are returned to the Company's 2007 Plan after the 2015 Plan's effective date as a result of the expiration, forfeiture, acquisition by the Company prior to vesting, cancellation or termination of such stock options and awards (other than by exercise) as set forth in the 2007 Plan. Additionally, shares that are forfeited or cancelled or otherwise terminated (other than by exercise) or held back by the Company or tendered by the grantee of any equity award to settle applicable taxes on any equity award under the 2015 Plan shall be added back to the shares of common stock available for future issuance under the 2015 Plan. At March 31, 2016, the number of shares reserved for issuance under the 2015 Plan was 2,883,041. The following tables summarize stock option and restricted stock activity under the 2000 Plan, the 2007 Plan and the 2015, as the case may be, Plan for the fiscal years ended March 31, 2016, 2015 and 2014: Number of Options to Purchase Common Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Aggregate Intrinsic Value Outstanding at March 31, 2013 $ Granted Exercised ) Forfeited or cancelled ) Outstanding at March 31, 2014 Granted Exercised ) Forfeited or cancelled ) Outstanding at March 31, 2015 Granted — Exercised ) Forfeited or cancelled — — Outstanding at March 31, 2016 $ $ Exercisable at March 31, 2016 $ $ Restricted Stock Award Activity Number of Restricted Stock Awards Weighted Average Grant date Fair Value Unvested at March 31, 2013 $ Awarded Vested ) Forfeited ) Unvested at March 31, 2014 Awarded Vested ) Forfeited ) Unvested at March 31, 2015 Awarded Vested ) Forfeited ) Unvested at March 31, 2016 $ Restricted Stock Unit Activity Number of Restricted Stock Units Weighted Average Grant Date Fair Value Unvested at March 31, 2013 $ Awarded Vested ) Forfeited — — Unvested at March 31, 2014 Awarded Vested ) Forfeited ) Unvested at March 31, 2015 Awarded Vested ) Forfeited ) Unvested at March 31, 2016 $ The aggregate intrinsic value of options exercised during the fiscal years ended March 31, 2016, 2015 and 2014 was $4,246, $7,556 and $6,304, respectively. There were no options granted during the fiscal year ended March 31, 2016. The weighted average fair value of options granted during the fiscal year ended March 31, 2015 and 2014 was $13.04 and $13.85, respectively. During the fiscal years ended March 31, 2016, 2015 and 2014, the Company realized $2,775, $4,692 and $3,198 respectively, of income tax benefits from the exercise of stock options as a windfall credit. The tables below summarizes information about the SAR Plan activity for the fiscal years ended March 31, 2016, 2015 and 2014 as follows: SAR Plan Activity Number of SARs Weighted Average Exercise Price Weighted Average Remaining Life (in years) Aggregate Intrinsic Value Outstanding at March 31, 2013 Granted — — Exercised ) Forfeited or cancelled ) Outstanding at March 31, 2014 Granted — — Exercised ) Forfeited or cancelled ) Outstanding at March 31, 2015 Granted — — Exercised ) Forfeited or cancelled — — Outstanding and exercisable at March 31, 2016 $ $ The aggregate intrinsic value of SARs exercised during the fiscal years ended March 31, 2016, 2015 and 2014 was $180, $216 and $221, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2016 | |
Income Taxes | |
Income Taxes | (13) Income Taxes The income before income tax expense shown below is based on the geographic location to which such income is attributed for each of the fiscal years ended March 31, 2016, 2015 and 2014: Year Ended March 31, 2016 2015 2014 United States $ $ $ Foreign Total $ $ $ The provision for income taxes for each of the fiscal years ended March 31, 2016, 2015 and 2014 consisted of the following: Year Ended March 31, 2016 2015 2014 Current provision: Federal $ $ $ State Foreign Total current provision $ $ $ Deferred (benefit) provision: Federal $ ) $ ) $ State ) ) Foreign ) ) Total deferred (benefit) provision $ ) $ ) $ Total provision for income taxes $ $ $ The items which gave rise to differences between the income taxes in the statements of income and the income taxes computed at the U.S. statutory rate are summarized as follows: Year Ended March 31, 2016 2015 2014 Statutory tax rate % % % U.S. state and local taxes, net of U.S. federal income tax effects Benefit from foreign subsidiaries' tax holidays ) ) ) Foreign rate difference ) ) ) Nondeductible transactions costs — — Permanent items Other adjustments ) Effective income tax rate % % % Deferred tax assets (liabilities) at March 31, 2016 and 2015 were as follows: March 31, 2016 2015 Deferred revenue $ $ Bad debt reserve Tax credit carry forwards Accrued expenses and reserves Share-based compensation expense Intangibles — Net operating loss Total gross deferred tax assets $ $ Valuation allowance ) ) Total deferred tax assets $ $ Depreciation ) ) Unrealized gains ) ) Acquisition and other liabilities ) ) Goodwill ) ) Total deferred tax liabilities $ ) $ ) Net deferred tax assets/(liabilities) $ ) $ In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes, which simplifies the presentation of deferred income taxes requiring deferred tax assets and liabilities be classified as noncurrent in the consolidated balance sheet. The Company early adopted ASU 2015-17 for the fiscal year ended March 31, 2016, which resulted in all deferred taxes being reported as noncurrent in its consolidated balance sheet. The Company has elected not to retrospectively adjust its deferred tax assets and liabilities in prior periods. At March 31, 2015, all current and long-term deferred tax liabilities are offset against the current and long-term deferred tax assets. At March 31, 2016, the net result is reflected as a long asset or liability by tax jurisdiction. The ultimate realization of deferred tax assets is dependent upon management's assessment of the Company's ability to generate sufficient taxable income to realize the deferred tax assets during the periods in which the temporary differences become deductible. Management considers the historical level of taxable income, projections for future taxable income, and tax planning strategies in making this assessment. The Company assessed the available positive and negative evidence to estimate if sufficient future taxable income will be generated to realize the existing deferred tax assets. As of March 31, 2016, the Company determined it is more likely than not that foreign tax credits in the U.S. will not be realized and concluded that a complete valuation allowance was required. The Company recorded increases to the valuation allowance totaling $1,747 during the fiscal year ended March 31, 2016, of which $142 was recorded in income tax expense, ($17) to foreign currency translation and $1,622 increase recorded on the opening balance sheet for Polaris. The Polaris valuation allowance of $1,622 relates to certain net operating losses (NOLs) and capital losses that are not likely to be realized. The Company has determined for all other deferred assets that it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets. At March 31, 2016, the Company has $142 of US foreign tax credits which begin to expire in March 2022 and for which a full valuation allowance has been recorded, $3,292 of Indian Minimum Alternative Tax ("MAT") credits which begin to expire at various dates through March 2026 and $1,526 of foreign NOLs, with various lives and $1,196 of capital loss carryover which begin to expire in 2020. The Company has determined that it is more likely than not that the results of future operations will generate sufficient taxable income to realize $3,498 of these deferred tax assets. During the fiscal year ended March 31, 2016, the Company recorded $642 of net income tax expense directly in other comprehensive income related to the unrealized gain/loss on available for sale securities, the unrealized gain/loss on effective cash flow hedges and the foreign currency loss on certain long- term intercompany balances. During the fiscal year ended March 31, 2016, the Company recognized $2,775 of net income tax benefit directly in additional paid in capital related to net excess tax benefits of share-based compensation. The Company created two export oriented units in India, one in Bangalore during the fiscal year ended March 31, 2011 and a second unit in Hyderabad (Special Economic Zone or "SEZ") during the fiscal year ended March 31, 2010 for which no income tax exemptions were availed. The Indian subsidiaries also operate two development centers in areas designated as a SEZ, under the SEZ Act of 2005. In particular, the Company was approved as an SEZ Co-developer and has built a campus on a 6.3 acre parcel of land in Hyderabad, India that has been designated as an SEZ. As an SEZ Co-developer, the Company is entitled to certain tax benefits for any consecutive period of 10 years during the 15 year period starting in fiscal year 2008. The Company has elected to claim SEZ Co-developer income tax benefits starting in fiscal year ended March 31, 2013. In addition, the Company has leased facilities in SEZ designated locations in Hyderabad and Chennai, India. The Company's profits from the Hyderabad and Chennai SEZ operations are eligible for certain income tax exemptions for a period of up to 15 years beginning in fiscal March 31, 2009. The Company's India profits ineligible for SEZ benefits are subject to corporate income tax at the current rate of 34.61%. In the fiscal year ended March 31, 2014, the Company leased a facility in an SEZ designated location in Bangalore and Pune, India each of which is eligible for tax holidays for up to 15 years beginning in the fiscal year ended March 31, 2014. During the fiscal year ended March 31, 2016, the Company established a new unit in Hyderabad, in an SEZ designated area, for which it is eligible for tax holiday for up to 15 years. Based on the latest changes in tax laws, book profits of SEZ units are subject to MAT, commencing April 1, 2011, which will continue to negatively impact the Company's cash flows. In addition, the Company's Sri Lankan subsidiary, Virtusa (Private) Limited, is operating under a 12-year income tax holiday arrangement that is set to expire on March 31, 2019 and required Virtusa (Private) Limited to meet certain job creation and investment criteria by March 31, 2016. During the fiscal year ended March 2016, the Company believes it has fulfilled its hiring and investment commitments and is eligible for tax holiday through March 2019. The current agreement provides income tax exemption for all export business income. The Company has submitted the required support to the Board of Investment and is awaiting confirmation. At March 31, 2016, the Company believes it is eligible for the entire 12-year tax holiday. The India and Sri Lanka income tax holidays reduced the overall tax provision and increased both net income and diluted earnings per share in the fiscal years ended March 31, 2016, 2015 and 2014 by $7,477, $5,048 and $4,513, respectively, and by $0.25, $0.17 and $0.17, respectively. As of March 31, 2016, two SEZ tax holidays in Chennai and Hyderabad, India are subject to a partial expiration of fifty percent of their tax benefits through March 2018. The partial expiration of SEZ tax holidays in Chennai and Hyderabad, respectively, negatively impacted net income and diluted earnings per share in the fiscal year ended March 31, 2016, by $1,088 and $1,639 and by $0.04 and $0.05, respectively. The Company intends to indefinitely reinvest all of its accumulated and future foreign earnings outside the United States. At March 31, 2016, the Company had $330,849 of unremitted earnings from foreign subsidiaries and approximately $146,490 of cash, cash equivalents, short-term investments and long-term investments that would otherwise be available for potential distribution, if not indefinitely reinvested. Due to the various methods by which such earnings could be repatriated in the future, the amount of taxes attributable to the undistributed earnings are dependent on circumstances existing if and when remittance occurs and is not practically determinable. Due to the geographical scope of the Company's operations, the Company is subject to tax examinations in various jurisdictions. The Company's ongoing assessments of the more-likely-than-not outcomes of these examinations and related tax positions require judgment and can increase or decrease the Company's effective tax rate, as well as impact the Company's operating results. The specific timing of when the resolution of each tax position will be reached is uncertain. The Company does not believe that the outcome of any ongoing examination will have a material effect on its consolidated financial statements within the next twelve months. The Company's major taxing jurisdictions include the United States, the United Kingdom, India and Sri Lanka. In the United States, the Company remains subject to examination for all tax years ended after March 31, 2013. In the foreign jurisdictions, the Company generally remains subject to examination for tax years ended after March 31, 2005. Each fiscal year, unrecognized tax benefits may be adjusted upon the closing of the statute of limitations for income tax returns filed in various jurisdictions. The total amount of unrecognized tax benefits that would reduce income tax expense and the effective income tax rate, if recognized, is $6,693, $546 and $410 as of March 31, 2016, 2015 and 2014, respectively. Although it would be difficult to anticipate the final outcome on timing of resolution of any particular uncertain tax position, the Company anticipates that $198 of unrecognized tax benefits will reverse during the twelve month period ending March 31, 2017 due to settlement or expiration of statute of limitations on open tax years. All of these benefits are expected to have an impact on the effective tax rate as they are realized. The following summarizes the activity related to the gross unrecognized tax benefits: Year Ended March 31, 2016 2015 2014 Balance at beginning of the fiscal year $ $ $ Balance acquired as part of the Polaris SPA Transaction — — Foreign currency translation related to prior year tax positions ) ) ) Decreases related to prior year tax positions — — ) Decreases related to prior year tax positions due to settlements or lapse in applicable statute of limitations ) ) ) Increases related to prior year tax positions Balance at end of the fiscal year $ $ $ The Company continues to classify accrued interest and penalties related to unrecognized tax benefits in income tax expense. During the fiscal years ended March 31, 2016 and 2015, the Company expensed accrued interest and penalties of $52 and $55, respectively, through income tax expense consistent with its prior positions, to reflect interest and penalties on certain unrecognized tax benefits as part of income tax. The total accrued interest and penalties, including foreign currency translation relating to certain foreign and domestic tax matters at March 31, 2016 and 2015, were $1,374 and $360, respectively. During the fiscal year ended March 31, 2016, the Company's unrecognized tax benefits increased by $6,147. The increase in the unrecognized tax benefits during the fiscal year ended March 31, 2016 was primarily related to prior tax positions of Polaris acquired and exposures related to tax returns where the statute of limitations has not yet expired. The net movement in unrecognized tax benefits for the fiscal year ended March 31, 2016 was as follows: $6,172 related to the Polaris SPA Transaction, $17 recorded in to income tax expense offset by $42 to other comprehensive income ("OCI") for foreign currency impact. The Company has recorded unrecognized tax benefits in long-term liabilities. The Company has been under income tax examination in India and Germany. 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 to March 31, 2012 of the Company's Indian subsidiary, Virtusa (India) Private Ltd, 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. During 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. The Company is currently appealing assessments for fiscal years ended March 31, 2005 through 2012. |
Post-retirement Benefits
Post-retirement Benefits | 12 Months Ended |
Mar. 31, 2016 | |
Post-retirement Benefits | |
Post-retirement Benefits | (14) Post-retirement Benefits The Company has noncontributory defined benefit plans (the "Benefit Plans") covering its employees in India and Sri Lanka as mandated by the Indian and Sri Lankan governments. Benefits are based on the employee's years of service and compensation at the time of termination. The Company uses March 31 as the measurement date for its plans. Cost of pension plans Year Ended March 31, 2016 2015 2014 Components of net periodic pension expense Expected return on plan assets $ ) $ ) $ ) Service costs for benefits earned Interest cost on projected benefit obligation Amortization of prior service cost Recognized net actuarial loss Net periodic pension expense $ $ $ Actuarial assumptions Year Ended March 31, 2016 2015 2014 Discount rate 7.50% - 11.00% 7.80% - 10.00% 8.00% - 11.5% Compensation increases (annual) 5.00% - 7.50% 7.00% - 7.50% 7.00% - 7.50% Expected return on assets 7.50% - 12.00% 8.50% - 12.52% 8.50% - 12.25% The discount rate is based upon high quality fixed income investments in India and Sri Lanka. The discount rates at March 31, 2016 were used to measure the year-end benefit obligations and the pension cost for the subsequent year. To determine the expected long-term rate of return on pension plan assets, the Company considers the current and expected asset allocations, as well as historical and expected returns on various categories of plan assets. The Company amortizes unrecognized actuarial gains or losses over a period no longer than the average future service of employees. The Company's benefit obligations are described in the following tables. Accumulated and projected benefit obligations ("ABO" and "PBO", respectively) represent the obligations of a pension plan for past service as of the measurement date. ABO is the present value of benefits earned to date with benefits computed based on current compensation levels. PBO is ABO increased to reflect expected future compensation. Accumulated benefit obligation and projected benefit obligation As of March 31, 2016 2015 Accumulated benefit obligation $ $ Projected benefit obligation: Beginning balance $ $ Service cost Interest cost Actuarial (gain) loss Benefits paid ) ) Polaris SPA Transaction — Exchange rate adjustments ) ) Ending balance $ $ Fair value of plan assets Plan assets Balance at April 1, 2015 $ Employer contributions Actual return on plan assets Actuarial gain or loss ) Benefits paid ) Polaris SPA Transaction Exchange rate adjustments ) Balance at March 31, 2016 $ At March 31, 2016, 2015 India and Sri Lanka together had $679, $550, respectively, net projected benefit obligation recorded in the consolidated balance sheets as "accrued employee compensation and benefits". Plan asset allocation March 31, 2016 Target Allocation Actual Allocation Government securities 30% - 40% % Corporate debt 30% - 40% % Other 1% - 30% % The Company's plan assets are being managed by insurance companies in India and Sri Lanka. Plan Assets The following table presents the fair values of the Company's pension plan assets. Fair Value Measurements Asset Category Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) At March 31, 2016 Government Bonds(1) $ $ — $ Corporate Bonds(2) — Equity Shares and Others(3) $ $ $ $ At March 31, 2015 Government Bonds(1) $ $ — $ Corporate Bonds(2) — Equity Shares and Others(3) $ $ $ (1) This category comprises government fixed income investments with investments in India and Sri Lanka. (2) This category represents investment in bonds and debentures from diverse industries. (3) This category represents equity shares, money market investments and other investments. The fair values of the government bonds are measured based on market quotes. Corporate bonds and other bonds are valued based on market quotes as of the balance sheet date. Equity share funds are valued at their market prices as of the balance sheet date. Money market funds are valued at their market price. Pension liability March 31, 2016 2015 PBO $ $ Fair value of plan assets Funded status recognized $ $ Amount recorded in accumulated other comprehensive income $ $ The amount in accumulated other comprehensive income (loss) that is expected to be recognized as a component of net periodic benefit cost over the fiscal year ended March 31, 2017 is $170. The Company expects to contribute $1,863 to its gratuity plans during the fiscal year ending March 31, 2017. The pretax amounts of prior service cost and actuarial gain (loss) recognized from accumulated other comprehensive income consists of: March 31, 2016 2015 2014 Prior service cost $ ) $ ) $ ) Net amortization gain (loss) ) ) ) Total $ ) $ ) $ ) Estimated future benefits payments Fiscal year ending March 31: 2017 $ 2018 2019 2020 2021 2022 - 2026 |
401(k) Plan
401(k) Plan | 12 Months Ended |
Mar. 31, 2016 | |
401(k) Plan | |
401(k) Plan | (15) 401(k) Plan The Company sponsors a defined contribution retirement savings plan, qualified under Section 401(k) of the Internal Revenue Code (the "401(k) Plan"). Eligible employees may defer a portion of their compensation into the Company's 401(k) Plan on a pre-tax and/or Roth basis. The Company's 401(k) Plan currently offers a safe harbor match feature that provides Company matching contributions for certain employee contributions. For the fiscal periods ended March 31, 2016 and 2015, the Company recorded $1,006 and $740 for the employer match, respectively. The Company's 401(k) Plan may be amended at the discretion of the Company's board of directors to discontinue the safe harbor match program at any time. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Mar. 31, 2016 | |
Accumulated Other Comprehensive Loss | |
Accumulated Other Comprehensive Loss | (16) Accumulated Other Comprehensive Loss The changes in the components of accumulated other comprehensive loss were as follows: March 31, 2016 2015 2014 Investment securities Beginning balance $ ) $ ) $ ) Other comprehensive income (loss) (OCI) before reclassifications, net of tax of $35, $21, $(28) ) Reclassifications from OCI to other income, net of tax of $(22), $0, $0 ) Less: Noncontrolling interests, net of tax of $0, $0, $0 — — Comprehensive income (loss) on investment securities, net of tax of $13, $21, $(28) ) Closing Balance $ $ ) $ ) Currency translation adjustments Beginning balance $ ) $ ) $ ) Recognized in OCI ) ) ) Less: Noncontrolling interests ) — — Comprehensive income (loss) on currency translation adjustments ) ) ) Closing balance $ ) $ ) $ ) Cash flow hedges Beginning balance $ $ ) $ ) OCI before reclassifications net of tax of $1,797, $1,511, $(2,993) ) Reclassifications from OCI to —Revenue, net of tax of $(94), $0, $0 ) —Costs of revenue, net of tax of $55, $321, $1,377 ) —Selling, general and administrative expenses, net of tax of $42, $185, $831 ) Less: Noncontrolling interests, net of tax of $(512), $0, $0 ) — — Comprehensive income (loss) on cash flow hedges, net of tax of $1,288, $2,017 $(785) ) Closing balance $ $ $ ) Benefit plans Beginning balance $ ) $ ) $ ) OCI before reclassifications net of tax of $(52), $(16), $0 ) ) Reclassifications from net actuarial gain (loss) amortization to: —Costs of revenue, net of tax of $24,$2,$0 —Selling, general and administrative expenses, net of tax of $11, $2, $0 Reclassifications from OCI for prior service credit (cost) to: —Costs of revenue, net of tax of $2,$0,$0 —Selling, general and administrative expenses, net of tax of $0 for all periods Other adjustments Comprehensive income (loss) on benefit plans, net of tax of $15, $(12), $0 ) Closing balance $ ) $ ) $ ) Accumulated other comprehensive income (loss) $ ) $ ) $ ) |
Commitments, Contingencies and
Commitments, Contingencies and Guarantees | 12 Months Ended |
Mar. 31, 2016 | |
Commitments, Contingencies and Guarantees | |
Commitments, Contingencies and Guarantees | (17) Commitments, Contingencies and Guarantees The Company leases office space under operating leases, which expire at various dates through fiscal year 2025. Certain leases contain renewal provisions and generally require the Company to pay utilities, insurance, taxes, and other operating expenses. Future minimum lease payments under non-cancelable leases for the five fiscal years following March 31, 2016 and thereafter are: Operating Leases Capital Leases Fiscal year ending March 31: 2017 $ $ 2018 2019 2020 2021 — 2022 and thereafter — Total minimum lease payments $ $ Less: amount representing interest Present value of future lease payments $ Less: current portion Long term capital lease obligation $ Total rental expense for operating leases was approximately $9,350, $8,015 and $6,535 for the fiscal years ended March 31, 2016, 2015 and 2014, respectively. Total amortization expenses for the assets purchased under capital leases were $130, $77 and $17 for the fiscal year ended March 31, 2016, 2015 and 2014 respectively. The Company indemnifies its officers and directors for certain events or occurrences under its charter or by-laws and under indemnification agreements while the officer or director is, or was, serving at its request in a defined capacity. The term of the indemnification period is with respect to the period that such person was an officer or director of the Company. The maximum potential amount of future payments the Company 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 no liabilities recorded for these obligations as of March 31, 2016. 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 no liability was recorded at March 31, 2016. The Company is not a party to any pending litigation or other legal proceedings that are likely to have a material adverse effect on its consolidated financial statements. |
Derivative Financial Instrument
Derivative Financial Instruments and Trading Activities | 12 Months Ended |
Mar. 31, 2016 | |
Derivative Financial Instruments and Trading Activities | |
Derivative Financial Instruments and Trading Activities | (18) Derivative Financial Instruments and Trading Activities The Company evaluates its foreign exchange policy on an ongoing basis to assess its ability to address foreign exchange exposures on its consolidated balance sheets, statements of income and consolidated statement of cash flows from all foreign currencies, including most significantly the U.K. pound sterling, the euro, Indian rupee and Sri Lankan rupee. The Company enters into hedging programs with highly rated financial institutions in accordance with its foreign exchange policy (as approved by the Company's audit committee and board of directors) which permits hedging of material, known foreign currency exposures. There is no margin required, no cash collateral posted or received by us related to our foreign exchange forward contracts. Currently, the Company maintains four hedging programs, each with varying contract types, duration and purposes. The Company's "Cash Flow Program" is designed to mitigate the impact of volatility in the U.S. dollar equivalent of the Company's Indian rupee denominated expenses over a rolling 24-month period. The Cash Flow Program transactions currently meet the criteria for hedge accounting as cash flow hedges. In addition, as part of the Polaris acquisition, the Company has assumed a cash flow program designed to mitigate the impact of the volatility of the translation of Polaris U.S. dollar denominated revenue into Indian rupees over a rolling 24 month period ("Polaris Cash Flow Program"). These cash flow hedges meet the criteria for hedge accounting as cash flow hedges. The Company's "Balance Sheet Program" involves the use of 30-day derivative instruments designed to mitigate the monthly impact of foreign exchange gains/losses on certain intercompany balances and payments. The Company's "Economic Hedge Program" involves the purchase of derivative instruments with maturities of up to 92 days, and is designed to mitigate the impact of foreign exchange on U.K. pound sterling, the euro and Swedish krona denominated revenue and costs with respect to the quarter for which such instruments are purchased. The Balance Sheet Program and the Economic Hedge Program are treated as economic hedges as these programs do not meet the criteria for hedge accounting and all gains and losses are recognized in consolidated statement of income under the same line item as the underlying exposure being hedged. Changes in fair value of the designated cash flow hedges for our Cash Flow Program as well as the Polaris Cash Flow Program are recorded as a component of accumulated other comprehensive income (loss) ("AOCI"), net of tax until the forecasted hedged transactions occur and are then recognized in the consolidated statements of income in the same line item as the item being hedged. The Company evaluates hedge effectiveness at the time a contract is entered into, as well as on an ongoing basis. If and when hedge relationships are discontinued, and should the forecasted transaction be deemed probable of not occurring by the end of the originally specified period or within an additional two-month period of time thereafter, any related derivative amounts recorded in equity are reclassified to earnings in other income (expense). There were no amounts reclassified to earnings as a result of hedge ineffectiveness for the fiscal years ended March 31, 2016 or 2015. Changes in the fair value of the hedges for the Balance Sheet Program and the Economic Hedge Program, if any, are recognized in the same line item as the underlying exposure being hedged and the ineffective portion of cash flow hedges, if any, is recognized as other income (expense). The Company values its derivatives based on market observable inputs including both forward and spot prices for currencies. Any significant change in the forward or spot prices for hedged currencies would have a significant impact on the value of the Company's derivatives. The U.S. dollar equivalent market value, which consists of the notional value and net unrealized gain or loss, of all outstanding foreign currency derivative contracts was $273,862 and $121,380 at March 31, 2016 and 2015, respectively. Unrealized net gains related to these contracts which are expected to be reclassified from AOCI to earnings during the next 12 months are $4,934 at March 31, 2016. At March 31, 2016, the maximum outstanding term of any derivative instrument was 27 months. The following tables set forth the fair value of derivative instruments included in the consolidated balance sheets at March 31, 2016 and March 31, 2015: Derivatives designated as hedging instruments March 31, 2016 March 31, 2015 Foreign currency exchange contracts: Other current assets $ $ Other long-term assets $ $ Accrued expenses and other $ $ Long-term liabilities $ $ The following tables set forth the effect of the Company's foreign currency exchange contracts on the consolidated financial statements of the Company for the fiscal years ended March 31, 2016 and 2015: Amount of Gain or (Loss) Recognized in AOCI on Derivatives (Effective Portion) Derivatives Designated as Cash Flow Hedging Relationships March 31, 2016 March 31, 2015 Foreign currency exchange contracts $ $ Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) Location of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) March 31, 2016 March 31, 2015 Revenue $ — Costs of revenue $ $ ) Operating expenses $ $ ) Amount of Gain or (Loss) Recognized in Income on Derivatives Derivatives not Designated as Hedging Instruments Location of Gain Or (Loss) Recognized in Income on Derivatives March 31, 2016 March 31, 2015 Foreign currency exchange contracts Foreign currency transaction gains (losses) $ ) $ Revenue $ ) $ ) Costs of revenue $ ) $ ) Selling, general and administrative expenses $ ) $ ) |
Business Segment Information
Business Segment Information | 12 Months Ended |
Mar. 31, 2016 | |
Business Segment Information | |
Business Segment Information | (19) Business Segment Information Accounting pronouncements establish standards for the manner in which public companies report information about operating segments in annual and interim financial statements. Operating segments are component of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker on deciding on how to allocate resources and in assessing performance. The Company's chief operating decision-maker is considered to be the Company's Chief Executive Officer. The Company's Chief Executive Officer Reviews financial information presented on an entity level basis for purposes of making operating decisions and assessing financial performance. Therefore, the Company has determined that it operates in a single operating and reportable segment. Geographic information: Total revenue is attributed to geographic areas based on location of the client. Geographic information is summarized as follows: Year Ended March 31, 2016 2015 2014 Customer revenue: North America $ $ $ Europe Other Consolidated revenue $ $ $ March 31, 2016 2015 Long-lived assets, net of accumulated depreciation and amortization: North America $ $ Asia Europe and others Consolidated long-lived assets, net $ $ |
Quarterly Results of Operations
Quarterly Results of Operations (unaudited) | 12 Months Ended |
Mar. 31, 2016 | |
Quarterly Results of Operations (unaudited) | |
Quarterly Results of Operations (unaudited) | (20) Quarterly Results of Operations (unaudited) Three Months Ended March 31, 2016 December 31, 2015 September 30, 2015 June 30, 2015 March 31, 2015 December 31, 2014 September 30, 2014 June 30, 2014 Revenue $ $ $ $ $ $ $ $ Costs of revenue Gross profit Operating expenses Income from operations Other income Income before income tax expense Income tax expense Net income $ $ $ $ $ $ $ $ Noncontrolling interest — — — — — — — Net income attributable to Virtusa common stockholders. $ $ $ $ $ $ $ $ Basic earnings per share $ $ $ $ $ $ $ $ Diluted earnings per share $ $ $ $ $ $ $ $ |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2016 | |
Subsequent Events | |
Subsequent Events | (21) Subsequent Events On April 6, 2016, Virtusa India completed an unconditional mandatory open offer with successful tender to purchase an additional 26% of the fully diluted outstanding shares of Polaris from Polaris' public shareholders. The mandatory open offer was conducted in accordance with requirements of the Securities and Exchange Board of India ("SEBI") and the applicable Indian rules on takeovers. Virtusa India purchased 26,719,942 shares of Polaris common for an aggregate purchase price of approximately $88,820 (Indian rupees 5,913,920). Upon the closing of the mandatory offering, Virtusa's ownership interest in Polaris increased from approximately 51.7% to 77.7% of Polaris' fully diluted shares outstanding, and from approximately 52.9% to 78.8% of Polaris' basic shares outstanding. Under applicable Indian rules on takeovers, Virtusa India is required to sell within one year of the settlement of the unconditional mandatory offer its shareholdings in Polaris in excess of 75% of the basic outstanding share capital of Polaris. On April 25, 2016, the Company purchased multiple foreign currency forward contracts designed to hedge fluctuation in the U.K. pound sterling ("GBP") against the U.S. dollar, the Swedish Krona ("SEK") against the U.S. dollar and the Euro ("EUR") against the U.S. dollar (the "Euro contracts"), each of which will expire on various dates during the period ending June 30, 2016. The GBP contracts have an aggregate notional amount of approximately £4,252 (approximately $ 6,141), the SEK contracts have an aggregate notional amount of approximately SEK 1,950 (approximately $242) and the EUR contracts have an aggregate notional amount of approximately EUR 689 (approximately $ 775). The weighted average U.S. dollar settlement rate associated with the GBP contracts is $ 1.444, the weighted average U.S dollar settlement rate associated with the SEK contracts is approximately $0.124, and the weighted average U.S. dollar settlement rate associated with the EUR contracts is approximately $1.125 |
Schedule II-Valuation and Quali
Schedule II-Valuation and Qualifying Accounts | 12 Months Ended |
Mar. 31, 2016 | |
Schedule II-Valuation and Qualifying Accounts | |
Schedule II-Valuation and Qualifying Accounts | Schedule II—Valuation and Qualifying Accounts For the years ended March 31, 2016, 2015, and 2014 Description Balance at Beginning of Period Charged to Costs and Expenses Deductions/ Other Balance at End of Period (In thousands) Accounts receivable allowance for doubtful accounts: Year ended March 31, 2014 $ $ $ ) $ Year ended March 31, 2015 $ $ ) $ ) $ Year ended March 31, 2016 $ $ $ ) $ |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2016 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation | (a) Principles of Consolidation The accompanying financial statements have been prepared on a consolidated basis and reflect the financial statements of Virtusa Corporation and all of its subsidiaries that are directly or indirectly more than 50% owned or controlled. When the Company does not have a controlling interest in an entity, but exerts a significant influence on the entity, the Company applies the equity method of accounting. The consolidated financial statements reflect the accounts of the Company and its direct and indirect subsidiaries, Virtusa Consulting Services Private Limited, Virtusa Software Services Private Limited, Virtusa Technologies (India) Private Limited and Polaris Consulting & Services Limited, Optimus Global Services Limited, each organized and located in India, Virtusa (Private) Limited, organized and located in Sri Lanka, Virtusa UK Limited, Polaris Consulting & Services Limited, organized and located in the United Kingdom, Virtusa Securities Corporation, a Massachusetts securities corporation, Polaris Consulting & Services Limited, organized and operating in the United States, Virtusa International, B.V., Polaris Software Lab B.V., organized and located in the Netherlands, Virtusa Hungary Kft., Polaris Consulting & Serviced, Kft., incorporated and located in Hungary, Virtusa Germany GmbH, Polaris Software Lab GmbH, organized and located in Germany, Virtusa Switzerland GmbH, Polaris Consulting & Services SA, organized and located in Switzerland, Virtusa Singapore Private Limited, Polaris Consulting & Services Pte Limited, organized and located in Singapore, Virtusa Malaysia Private Limited Company, Polaris Consulting & Services, SND BHD, located in Malaysia, Virtusa Austria GmbH, organized and located in Austria, Virtusa Philippines Inc., organized and located in the Philippines, TradeTech Consulting Scandinavia AB located in Sweden and Virtusa Canada, Inc., a corporation organized under the laws of British Columbia, Canada. Polaris Consulting & Services Inc, organized under the laws of Ontario, Canada. Polaris Consulting & Services Ireland Limited, organized and located in Ireland, Polaris Consulting & Services Japan K.K., organized and located in Japan, Polaris Consulting & Services Pty Ltd., organized and operating in Australia and New Zealand, Polaris Consulting & Services FZ-LLC, organized and located in Dubai, Polaris Consulting & Services Limited, organized and located in Hong Kong, Polaris Software Lab (Shanghai) Limited, organized and located in China. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | (b) Use of Estimates The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including the recoverability of tangible assets, disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. Management re- evaluates these estimates on an ongoing basis. The most significant estimates relate to the recognition of revenue and profits based on the percentage of completion method of accounting for fixed-price contracts, share-based compensation, income taxes, including reserves for uncertain tax positions, deferred taxes and liabilities, intangible assets, contingent consideration and valuation of financial instruments including derivative contracts and investments. Management bases its estimates on historical experience and on various other factors and assumptions that are believed to be reasonable under the circumstances. The actual amounts may vary from the estimates used in the preparation of the accompanying consolidated financial statements. |
Foreign Currency Translation | (c) Foreign Currency Translation The functional currencies of the Company's non-U.S. subsidiaries are the local currency of the country in which the subsidiary operates except for Hungary, which operates in the euro and certain Netherlands entities, which operate in the U.S. dollar. Operating and capital expenditures of the Company's subsidiaries located in India, Sri Lanka, the Netherlands, Australia, Canada, Singapore, Malaysia, the Philippines, Germany, Austria, Sweden and the United Kingdom, are denominated in their local currency which is the currency most compatible with their expected economic results. India and Sri Lanka local expenditures form the underlying basis for intercompany transactions which are subsequently conducted in both U.S. dollars and U.K. pounds sterling. U.K. client sales contracts are primarily conducted in U.K. pounds sterling. All transactions and account balances are recorded in the functional currency. The Company translates the value of these non-U.S. subsidiaries' local currency denominated assets and liabilities into U.S. dollars at the rates in effect at the balance sheet date. Resulting translation adjustments are recorded in stockholders' equity as a component of accumulated other comprehensive income (loss). The local currency denominated statement of income amounts are translated into U.S. dollars using the average exchange rates in effect during the period. Realized foreign currency transaction gains and losses are included in the consolidated statements of income. The Company's non-U.S. subsidiaries do not operate in "highly inflationary" countries. |
Derivative Instruments and Hedging Activities | (d) Derivative Instruments and Hedging Activities The Company enters into forward foreign exchange contracts to mitigate the risk of changes in foreign exchange rates on intercompany transactions and forecasted transactions denominated in foreign currencies. The Company designates derivative contracts as cash flow hedges if they satisfy the criteria for hedge accounting. Changes in fair values of derivatives designated as cash flow hedges are deferred and recorded as a component of accumulated other comprehensive income, net of taxes, until the hedged transactions occur and are then recognized in the consolidated statements of income. Changes in fair value of derivatives not designated as hedging instruments and the ineffective portion of derivatives designated as cash flow hedges are recognized immediately in the consolidated statements of income. With respect to derivatives designated as cash flow hedges, the Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedge transactions. The Company also formally assesses both at the inception of the hedge and on an ongoing basis, whether each derivative will be highly effective in offsetting changes in fair values or cash flows of the hedged item. If the Company determines that a derivative or a portion thereof is not highly effective as a hedge, or if a derivative ceases to qualify for hedge accounting, the Company prospectively discontinues hedge accounting with respect to that derivative. |
Cash and Cash Equivalents and Restricted Cash | (e) Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an initial maturity of three months or less from the date of purchase to be cash equivalents. At March 31, 2016, cash equivalents consisted of money market instruments and certificates of deposit. The Company had short-term and long-term restricted cash totaling $93,940 and $112 at March 31, 2016 and 2015, respectively. Restricted cash includes escrow deposits related to the mandatory offering for 26% of the outstanding shares of Polaris as required under India takeover rules, escrow deposits related to acquisitions and restricted deposits with banks to secure the import of computer and other equipment, bank guarantees associated with the purchase of property and equipment of the Company's facilities in India. |
Investment Securities | (f) Investment Securities The Company classifies all debt securities as "available for sale". These securities are classified as short-term investments and long-term investments on the consolidated balance sheet and are carried at fair market value. Any unrealized gains and losses on available for sale securities are reported in accumulated other comprehensive income, net of tax, as a separate component of stockholders' equity unless the decline in value is deemed to be other-than-temporary, in which case, investments are written down to fair value and the loss is charged to the consolidated statement of income. Any realized gains and losses on trading securities are charged to the consolidated statement of income. The Company determines the cost of the securities sold based on the specific identification method. The Company conducts a periodic review and evaluation of its investment securities to determine if the decline in fair value of any security is deemed to be other-than-temporary. Other-than-temporary impairment losses are recognized on securities when: (i) the holder has an intention to sell the security; (ii) it is more likely than not that the security will be required to be sold prior to recovery; or (iii) the holder does not expect to recover the entire amortized cost basis of the security. Other-than- temporary losses are reflected in earnings as a charge against gain on sale of investments to the extent the impairment is related to credit losses. The amount of the impairment related to other factors is recognized in other comprehensive income. The Company has no intention to sell any securities in an unrealized loss position at March 31, 2016 nor is it more likely than not that the Company would be required to sell such securities prior to the recovery of the unrealized losses. At March 31, 2016, the Company believes that all impairments of investment securities are temporary in nature. |
Goodwill and Other Intangible Assets | (g) Goodwill and Other Intangible Assets The Company accounts for its business combinations under the acquisition method of accounting. The Company allocates the cost of an acquired entity to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase price for acquisitions over the fair value of the net assets acquired, including other intangible assets, is recorded as goodwill. Goodwill is not amortized but is tested for impairment at the reporting unit level, defined as the Company level, at least annually in the fourth quarter of each fiscal year or more frequently when events or circumstances occur that indicate that it is more likely than not that an impairment has occurred. In assessing goodwill for impairment, an entity has the option to assess qualitative factors to determine whether events or circumstances indicate that it is not more likely than not that fair value of a reporting unit is less than its carrying amount. If this is the case, then performing the quantitative two-step goodwill impairment test is unnecessary. An entity can choose not to perform a qualitative assessment for any or all of its reporting units, and proceed directly to the use of the two-step impairment test. The two-step process begins with an estimation of the fair value of a reporting unit. Goodwill impairment exists when a reporting unit's carrying value of goodwill exceeds its implied fair value. Significant judgment is applied when goodwill is assessed for impairment. For the Company's goodwill impairment analysis, the Company operates under one reporting unit. Any impairment would be measured based upon the fair value of the related assets. In performing the first step of the goodwill impairment testing and measurement process, the Company compares its entity-wide estimated fair value to net book value to identify potential impairment. Management estimates the entity-wide fair value utilizing the Company's market capitalization, plus an appropriate control premium. Market capitalization is determined by multiplying the shares outstanding on the assessment date by the market price of the Company's common stock. If the market capitalization is not sufficiently in excess of the Company's book value, the Company will calculate the control premium which considers appropriate industry, market and other pertinent factors. If the fair value of the reporting unit is less than the book value, the second step is performed to determine if goodwill is impaired. If the Company determines through the impairment evaluation process that goodwill has been impaired, an impairment charge would be recorded in the consolidated statement of income. The Company completed the annual impairment test required during the fourth quarter of the fiscal year ended March 31, 2016 and determined that there was no impairment. The Company continues to closely monitor its market capitalization. If the Company's market capitalization, plus an estimated control premium, is below its carrying value for a period considered to be other-than-temporary, it is possible that the Company may be required to record an impairment of goodwill either as a result of the annual assessment that the Company conducts in the fourth quarter of each fiscal year, or in a future quarter if an indication of potential impairment is evident. The estimated fair value of the reporting unit on the assessment date significantly exceeded the carrying book value. Other intangible assets acquired in a business combination are recognized at fair value using generally accepted valuation methods appropriate for the type of intangible asset and reported separately from goodwill. Intangible assets with definite lives are amortized over the estimated useful lives and are tested for impairment when events or circumstances occur that indicate that it is more likely than not that an impairment has occurred. The Company tests other intangible assets with definite lives for impairment by comparing the carrying amount to the sum of the net undiscounted cash flows expected to be generated by the asset whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the carrying amount of the asset exceeds its net undiscounted cash flows, then an impairment loss is recognized for the amount by which the carrying amount exceeds its fair value. |
Fair Value of Financial Instruments | (h) Fair Value of Financial Instruments At March 31, 2016 and 2015, 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 8 for a discussion of the fair value of the Company's other financial instruments. |
Concentration of Credit Risk and Significant Customers | (i) Concentration of Credit Risk and Significant Customers Financial instruments which potentially expose the Company to concentrations of credit risk are primarily comprised of cash and cash equivalents, investments, derivatives, accounts receivable and unbilled accounts receivable. The Company places its cash, investments and derivatives in highly-rated financial institutions. The Company adheres to a formal investment policy with the primary objective of preservation of principal, which contains credit rating minimums and diversification requirements. Management believes its credit policies reflect normal industry terms and business risk. The Company does not anticipate non-performance by the counterparties and, accordingly, does not require collateral. At March 31, 2016, one client accounted for 12%, of gross accounts receivable. At March 31, 2015, two clients accounted for 13% and 10% respectively, of gross accounts receivable. Revenue from significant clients as a percentage of the Company's consolidated revenue was as follows: Year Ended March 31, 2016 2015 2014 Customer A % % % Customer B % % % |
Property and Equipment | (j) Property and Equipment Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method. Leasehold improvements are amortized over the shorter of their lease term or the estimated useful life of the related asset. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to income. Repair and maintenance costs are expensed as incurred. |
Long-Lived Assets | (k) Long-Lived Assets The Company reviews the carrying value of its long-lived assets or asset groups with definite useful lives to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying value of an asset to the future net undiscounted cash flows directly associated with the asset. If assets are considered to be impaired, the impairment recognized is the amount by which the carrying value exceeds the fair value of the asset. The Company uses a discounted cash flow approach or other methods, if appropriate, to assess fair value. Long-lived assets to be disposed of by sale are reported at the lower of carrying value or fair value less cost to sell and depreciation is ceased. Long-lived assets to be disposed of other than by sale are considered to be held and used until disposal. |
Internally-Developed Software | (l) Internally-Developed Software The Company capitalizes costs incurred during the application development stage, which include costs to design the software configuration and interfaces, coding, installation and testing. Costs incurred during the preliminary project stage, along with post-implementation stages of internal use computer software, are expensed as incurred. Capitalized development costs are typically amortized over the estimated life of the software, typically three to ten years, using the straight line method, beginning with the date that an asset is ready for its intended use. At March 31, 2016 and 2015, capitalized software development costs, which include software development work in progress, were approximately $8,020 and $7,302, respectively. These costs were recorded in property and equipment. For the fiscal years ended March 31, 2016, 2015 and 2014, amortization of capitalized software development costs amounted to approximately $556, $706 and $733, respectively. |
Income Taxes | (m) Income Taxes Income taxes are accounted for using the asset and liability method whereby deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The calculation of the Company's tax liabilities involves dealing with uncertainties in the application of complex tax regulations in multiple jurisdictions. The Company records liabilities for estimated tax obligations in the United States and other tax jurisdictions in which it has operations (see note 13). |
Revenue Recognition | (n) Revenue Recognition The Company derives its revenue from a variety of IT consulting, technology implementation and application outsourcing services. Contracts for these services have different terms and conditions based on the scope, deliverables, and complexity of the engagement which require management to make judgments and estimates in determining the overall cost to the customer. Fees for these contracts may be in the form of time and materials or fixed price arrangements. Revenue is recognized as work is performed and amounts are earned. The Company considers amounts to be earned once evidence of an arrangement has been obtained, services are delivered, fees are fixed or determinable, and collectability is reasonably assured. Volume discounts are recorded as a reduction of revenue over the contractual period as services are performed. Revenue on time and material contracts is recognized as the services are performed and amounts are earned. Revenue from fixed price contracts related to complex design, development and customization is accounted for under the percentage of completion method. Under the percentage of completion method, management estimates the percentage of completion based upon efforts incurred as a percentage of the total estimated efforts for the specified engagement. When total cost estimates exceed revenue, the Company accrues for the estimated losses immediately. The use of the percentage of completion method requires significant judgment relative to estimating total contract revenue and efforts, including assumptions relative to the length of time to complete the project, the nature and complexity of the work to be performed, and anticipated changes in other engagement related costs. The Company's analysis of these contracts also contemplates whether contracts should be combined or segmented. The Company combines closely related contracts when all the applicable criteria under U.S. GAAP are met. Similarly, the Company may segment a project, which may consist of a single contract or a group of contracts, with varying rates of profitability, only if all the applicable criteria under U.S. GAAP are met. Estimates of total contract revenue and efforts are continuously monitored during the term of the contract and are subject to revision as the contract progresses. When revisions in estimated contract revenue and efforts are determined, such adjustments are recorded in the period in which they are first identified. Revenue from fixed-price contracts related to consulting or other IT services is accounted for using a proportional performance method. Performance is generally measured based upon the efforts incurred to date in relation to the total estimated efforts to the completion of the contract. The cumulative impact of any change in estimates of the contract revenue is reflected in the period in which the changes become known. Revenue from fixed-price applications management, maintenance or support engagements is recognized as earned which generally results in straight-line revenue recognition as services are performed continuously over the term of the engagement. The Company may enter into arrangements that consist of multiple elements and in these types of arrangements the transaction price is allocated to the individual units of accounting at the inception of the arrangement based on the relative selling price. The Company uses a hierarchy to determine the selling prices to be used for allocating revenue: (i) vendor-specific objective, evidence of fair value (VSOE), (ii) third-party evidence of selling price (TPE), and (iii) best estimate of the selling price (ESP). The Company may enter into hosting arrangements where revenue is recognized as the service is delivered, generally on a straight-line basis, over the contractual period of performance. In these types of arrangements the Company considers the rights provided to the customer in determining whether the arrangement includes the sale of a software license. Differences between the timing of billings and the recognition of revenue based on various methods of accounting are recorded as unbilled revenue or deferred revenue. Revenue includes reimbursements of travel and out-of-pocket expenses, with equivalent amounts of expense recorded in costs of revenue, of $14,142, $10,877 and $5,921 for the fiscal years ended March 31, 2016, 2015 and 2014, respectively. Any tax assessed by a governmental authority that is incurred as a result of a revenue transaction (e.g. sales tax) is excluded from revenue and reported on a net basis. |
Costs of Revenue and Operating Expenses | (o) Costs of Revenue and Operating Expenses Costs of revenue consist principally of salaries, employee benefits and stock compensation expense, reimbursable and non-reimbursable travel costs, subcontractor fees, and immigration related expenses for IT professionals. Selling and marketing expenses are charged to operating expenses as incurred. Selling and marketing expenses are those expenses associated with promoting and selling the Company's services and include such items as sales and marketing personnel salaries, stock compensation expense and related fringe benefits, commissions, travel, and the cost of advertising and other promotional activities. Advertising and promotional expenses incurred were approximately $316, $430 and $255 for the fiscal years ended March 31, 2016, 2015 and 2014, respectively. General and administrative expenses include other operating items such as officers' and administrative personnel salaries, stock compensation expense and related fringe benefits, legal and audit expenses, public company related expenses, insurance, facility costs, provision for doubtful accounts, depreciation and amortization, including amortization of purchased intangibles and operating lease expenses. |
Share-Based Compensation | (p) Share-Based Compensation Share-based compensation cost is determined by estimating the fair value at the grant date of the Company's common stock using the Black-Scholes option pricing model, and expensing the total compensation cost on a straight line basis (net of estimated forfeitures) over the requisite employee service period. The allocation of total share-based compensation expense between costs of revenue and selling, general and administrative expenses were as follows: Year Ended March 31, 2016 2015 2014 Costs of revenue $ $ $ Selling, general and administrative expenses Total share-based compensation expense $ $ $ The fair value of each stock option is estimated on the date of grant using the Black-Scholes option pricing valuation model with the following assumptions: Year Ended March 31, Weighted Average Fair Value Options Pricing Model Assumptions 2016(1) 2015 2014 Risk-free interest rate — % % Expected term (in years) — Anticipated common stock volatility — % % Expected dividend yield — % % (1) There were no options granted during the fiscal year ended March 31, 2016. The risk-free interest rate assumptions are based on the interpolation of various U.S. Treasury bill rates in effect during the month in which stock option awards are granted. For the fiscal years ended March 31, 2016, 2015 and 2014, the Company's volatility assumption is based on the historical volatility rates of the Company's common stock from exchange traded shares over periods commensurate with the expected term of each grant The expected term of employee share-based awards represents the weighted average period of time that awards are expected to remain outstanding. The determination of the expected term of share-based awards assumes that employees' behavior is a function of the awards vested, contractual lives, and the extent to which the award is in the money. Accordingly, for the fiscal years ended March 31, 2016, 2015 and 2014, the expected term of our options is based on historical employee exercise patterns. The fair value of restricted awards and deferred stock awards is determined based on the number of stock awards granted and the quoted price of our stock at date of grant. As of March 31, 2016, there was $25,545 of total unrecognized compensation cost related to unvested stock options, restricted stock awards, deferred stock awards and restricted stock units granted under the Company's Amended and Restated 2000 Option Plan, the Company's 2007 Stock Option and Incentive Plan and the Company's 2015 Stock Option and Incentive Plan (see note 12 for a more complete description of these plans). The unrecognized compensation cost is expected to be recognized over a remaining weighted average period of 1.71 years. |
Allowance for Doubtful Accounts | (q) Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of clients to make required payments. The allowance for doubtful accounts is determined by evaluating the relative credit worthiness of each client, historical collections experience and other information, including the aging of the receivables. We evaluate the collectability of our accounts receivables on an on-going basis and write-off accounts when they are deemed to be uncollectible. |
Unbilled Accounts Receivable | (r) Unbilled Accounts Receivable Unbilled accounts receivable represent revenue on contracts to be billed, in subsequent periods, as per the terms of the related contracts. |
Recent accounting pronouncements | (s) Recent accounting pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for the Company on April 1, 2018. Early application is permitted but not before periods beginning on or after January 1, 2017. In March, April and May 2016, the FASB issued updates to the new revenue standard to clarify the implementation guidance on principal versus agent considerations for reporting revenue gross versus net, identifying performance obligations, accounting for licenses of intellectual property, transition, contract modifications, collectability, non-cash consideration and presentation of sales and other similar taxes with the same effective date. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. In June 2014, the FASB issued ASU No. 2014-12—"Stock Compensation—Accounting for Share-Based Payments In some cases, the terms of an award may provide that a performance target that affects vesting could be achieved after an employee completes the requisite service period. That is, the employee would be eligible to vest in the award regardless of whether the employee is rendering service on the date the performance target is achieved. A performance target that affects vesting and that could be achieved after an employee's requisite service period shall be accounted for as a performance condition. As such, the performance target shall not be reflected in estimating the fair value of the award at the grant date. Compensation cost shall be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service already has been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost for which requisite service has not yet been rendered shall be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period shall reflect the number of awards that are expected to vest and shall be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. As indicated in the definition of vest, the stated vesting period (which includes the period in which the performance target could be achieved) may differ from the requisite service period. The ASU is effective for annual and interim periods for fiscal years beginning on or after December 15, 2015. Entities can apply the amendment either a) prospectively to all awards granted or modified after the effective date or b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The ASU does not have an impact on the consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, "Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs". This update requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying value of that debt liability, consistent with debt discounts. The Company adopted this guidance in the current fiscal year and recorded debt issuance cost as a direct deduction from the carrying value of that debt. In September 2015, the FASB issued ASU 2015-16, which eliminates the requirement for an acquirer to retrospectively adjust the financial statements for measurement-period adjustments that occur in periods after a business combination is consummated. The ASU is effective for public business entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. The Company adopted this guidance in the current fiscal year. The adoption of this guidance did not have a material impact on the consolidated financial statements. In November 2015, the FASB issued Accounting Standards Update ("ASU") 2015-17, "Balance Sheet Classification of Deferred Taxes" ("ASU 2015-17"), which will require entities to present all deferred tax liabilities and assets as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts. The standard is effective for annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods. Early application is permitted. The standard can be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company early adopted this ASU in the three month period ending March 31, 2016, which resulted in all deferred taxes being reported as non-current in its consolidated balance sheet. The Company has elected not to retrospectively restate its deferred tax assets and liabilities in prior periods. In January 2016, the FASB issued an update (ASU 2016-01) to the standard on financial instruments. The update significantly revises an entity's accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. The update also amends certain disclosure requirements. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Upon adoption, entities will be required to make a cumulative-effect adjustment to the statement of financial position as of the beginning of the first reporting period in which the guidance is effective. However, the specific guidance on equity securities without readily determinable fair value will apply prospectively to all equity investments that exist as of the date of adoption. Early adoption of certain sections of this update is permitted. The Company is currently evaluating the effect the new standard will have on the Company's consolidated financial statements and related disclosures. In February 2016, the FASB issued as update (ASU 2016-02) to the standard on leases to increase transparency and comparability among organizations. The new standard replaces the existing guidance on leases and requires the lessee to recognize a right-of-use asset and a lease liability for all leases with lease terms equal to or greater than twelve months. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee would recognize total lease expense on a straight-line basis. For public business entities this standard is effective for the annual periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption of this new standard is permitted. Entities will be required to use a modified retrospective transition which provides for certain practical expedients. The Company is currently evaluating the effect the new standard will have on its consolidated financial statements and related disclosures. In March 2016, the FASB issued an update (ASU 2016-05) to the standard on derivatives and hedging on the effect of derivative contract notations on existing hedge accounting relationships. As it relates to derivative instruments, novation refers to replacing one of the parties to a derivative instrument with a new party, which may occur for a variety of reasons such as: financial institution mergers, intercompany transactions, an entity exiting a particular derivatives business or relationship, or because of laws or regulatory requirements. The update clarifies that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument does not, in and of itself, require designation of that hedge accounting relationship provided that all other hedge accounting criteria continue to be met. The update is effective for fiscal years, and interim periods within those fiscal years, beginning on or after January 1, 2017. Upon adoption, the entities can choose to apply on either a prospective basis or a modified retrospective basis. Early adoption of this update is permitted. The adoption of this guidance is not expected to have a material impact on the consolidated financial statements. In March 2016, the FASB issued an update (ASU 2016-09) to the standard on Compensation—Stock Compensation, which simplifies several aspects of the accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any entity in any interim or annual period. Upon adoption, entities will be required to apply a modified retrospective, prospective or retrospective transition method depending on the specific section of the guidance being adopted. The Company is currently evaluating the effect the update will have on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Summary of Significant Accounting Policies | |
Schedule of revenue from significant clients as a percentage of Company's consolidated revenue | Year Ended March 31, 2016 2015 2014 Customer A % % % Customer B % % % |
Schedule of allocation of total share-based compensation expense between costs of revenue and selling, general and administrative expenses | Year Ended March 31, 2016 2015 2014 Costs of revenue $ $ $ Selling, general and administrative expenses Total share-based compensation expense $ $ $ |
Schedule of weighted average fair value options pricing model assumptions | Year Ended March 31, Weighted Average Fair Value Options Pricing Model Assumptions 2016(1) 2015 2014 Risk-free interest rate — % % Expected term (in years) — Anticipated common stock volatility — % % Expected dividend yield — % % (1) There were no options granted during the fiscal year ended March 31, 2016. |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Earnings per Share | |
Schedule of computation of basic and diluted earnings per share | Year Ended March 31, 2016 2015 2014 Numerators: Net income available to Virtusa common stockholders $ $ $ Denominators: Weighted average common shares outstanding Dilutive effect of employee stock options and unvested restricted stock awards and restricted stock units Dilutive effect of stock appreciation rights Weighted average shares—diluted Basic earnings per share $ $ $ Diluted earnings per share $ $ $ |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Acquisitions | |
Schedule of unaudited, pro forma information | Year Ended March 31, 2016 March 31, 2015 Revenue $ $ Net income $ $ |
Apparatus | |
Acquisitions | |
Summary of the purchase price allocation | Amount Useful Life Consideration Transferred: Cash paid at closing $ Holdback of 8.5% Fair value of contingent consideration Working capital adjustment ) Fair value of consideration transferred Less: Cash acquired ) Total purchase price, net of cash acquired $ Acquisition-related costs $ Purchase Price Allocation: Cash and cash equivalents $ Accounts receivable and unbilled receivable Prepaid expense Property and equipment Goodwill Customer relationships 10 years Technology 5 years Trademark 3 years Other current liabilities ) Total purchase price Less: Cash acquired ) Total purchase price, net of cash acquired $ |
Agora Group Inc | |
Acquisitions | |
Summary of the purchase price allocation | Amount Useful Life Consideration Transferred: Cash paid at closing $ Holdback Total purchase price, net of cash acquired $ Acquisition-related costs $ Purchase Price Allocation: Goodwill $ Customer relationships 5 years $ |
Polaris | |
Acquisitions | |
Summary of the purchase price allocation | The following is the total preliminary purchase price allocation based on information available as of March 31, 2016 and may be subject to change during the measurement period. Amount Useful Life Consideration Transferred: Cash paid at closing $ Less: Cash acquired ) Total purchase price, net of cash acquired $ Acquisition-related costs $ Purchase Price Allocation: Cash and cash equivalents $ Accounts receivable and unbilled receivable Short term investments Other current assets Property and equipment Long term investments Long term assets Goodwill Customer relationships 10 - 15 years Trademark 2 years Accounts Payable ) Deferred revenue ) Accrued expenses and other current liabilities ) Deferred income taxes ) Long term liabilities ) Noncontrolling interest ) Total purchase price Less: Cash acquired ) Total purchase price, net of cash acquired $ |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets | |
Schedule of changes in goodwill | Amount Balance at April 1, 2015 $ Goodwill arising from acquisitions Foreign currency translation adjustments Balance at March 31, 2016 $ |
Schedule of carrying amount and amortization of acquired intangible asset | March 31, 2016 Weighted Average Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortizable intangible assets: Customer relationships $ $ $ Partner relationships — Trademark Technology $ $ $ March 31, 2015 Weighted Average Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortizable intangible assets: Customer relationships $ $ $ Partner relationships Trademark — Backlog — $ $ $ |
Schedule of estimated amortization expense related to the purchased intangible assets | The estimated amortization expense related to the purchased intangible assets listed in the table above at March 31, 2016 is as follows for the following fiscal years: Fiscal year Amount 2017 $ 2018 2019 2020 2021 Thereafter Total $ |
Investment Securities (Tables)
Investment Securities (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Investment Securities | |
Schedule of investment securities | The following is a summary of investment securities at March 31, 2016: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale securities: Corporate bonds: Current $ $ $ ) $ Non-current ) Preference shares: Non-current — — Agency and short-term notes: Current — Non-current ) Mutual funds: Current ) Depository receipts: Current — Time deposits: Current — — Total available-for-sale securities $ $ $ ) $ The following is a summary of investment securities at March 31, 2015: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale securities: Corporate bonds: Current $ $ $ ) $ Non-current — ) Agency and short-term notes: Current — Non-current ) Municipal bonds: Current — — Time deposits: Current — — Total available-for-sale securities $ $ $ ) $ |
Schedule of gross unrealized losses and fair value of the Company's investment securities with unrealized losses that are not deemed to be other-than-temporarily impaired | Less Than 12 Months Fair Value Gross Unrealized Loss Available-for-sale securities at March 31, 2016: Corporate bonds $ $ ) Agency bonds ) Mutual funds ) Total $ $ ) Available-for-sale securities at March 31, 2015: Corporate bonds $ $ ) Agency bonds ) Total $ $ ) Greater Than 12 Months Fair Value Gross Unrealized Loss Available-for-sale securities at March 31, 2016: Corporate bonds $ ) Total $ $ ) Available-for-sale securities at March 31, 2015: Corporate bonds $ ) Agency bonds — Total $ $ ) |
Schedule of available-for-sale securities by contractual maturity | March 31, 2016 Due in one year or less $ Due after 1 year through 5 years Due after 5 years Total $ |
Schedule of proceeds from sale of available-for-sale investment securities | Year Ended March 31, 2016 2015 2014 Proceeds from sales of available-for-sale investment securities $ $ $ Gross gains $ $ $ — Gross losses — ) — Net realized gains on sales of available-for-sale investment securities $ $ $ — |
Fair Value of Financial Instr38
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Fair Value of Financial Instruments | |
Schedule of financial assets and liabilities measured at fair value on a recurring basis | The following table summarizes the Company's financial assets and liabilities measured at fair value on a recurring basis at March 31, 2016 Level 1 Level 2 Level 3 Total Assets: Investments: Available-for-sales securities—current $ — $ — $ Available-for-sales securities—non-current — — Foreign currency derivative contracts — — Total assets $ — $ $ — $ Liabilities: Foreign currency derivative contracts $ — $ $ — $ Contingent consideration — — Total liabilities $ — $ $ $ |
Schedule of changes in fair value of the Company's Level 3 financial liabilities | Level 3 Liabilities Balance at April 1, 2015 $ Contingent consideration arising from acquisition (See Note 4) Increase in earn-out recognized in earnings Payment of contingent consideration ) Foreign currency translation adjustments ) Balance at March 31, 2016 $ |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Property and Equipment | |
Schedule of property and equipment and their estimated useful lives in years | March 31, Estimated Useful Life (Years) 2016 2015 Computer and other equipment 3 - 10 $ $ Furniture and fixtures 7 - 10 Vehicles 3 - 6 Software 3 - 10 Leasehold improvements Lesser of estimated useful life or lease term Buildings 15 - 30 Land Capital work-in-progress $ $ Less—accumulated depreciation and amortization Property and equipment, net $ $ |
Accrued Expenses and Other (Tab
Accrued Expenses and Other (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Accrued Expenses and Other | |
Schedule of accrued expenses and other | March 31, 2016 March 31, 2015 Accrued other taxes $ $ Accrued professional fees Acquisition related liabilities Hedge liability Accrued discounts Accrued other Total $ $ |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Debt | |
Summary of short-term debt | March 31, 2016 2015 Notes outstanding under the revolving credit facility $ — $ — Term loan- current maturities — Less: deferred financing costs, current ) — Total $ $ — |
Summary of long-term debt | March 31, 2016 2015 Term loan $ $ — Less: Current maturities ) — Deferred financing costs, long-term ) — Total $ $ — |
Schedule of maturities of long-term debt | Fiscal year ending March 31: 2017 $ 2018 2019 2020 2021 Total $ |
Stock Options, Restricted Sto42
Stock Options, Restricted Stock Awards and Stock Appreciation Rights (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Stock options, restricted stock awards and stock appreciation rights | |
Summary of stock option activity under the 2000 Plan, the 2007 Plan and the 2015 Plan | Number of Options to Purchase Common Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Aggregate Intrinsic Value Outstanding at March 31, 2013 $ Granted Exercised ) Forfeited or cancelled ) Outstanding at March 31, 2014 Granted Exercised ) Forfeited or cancelled ) Outstanding at March 31, 2015 Granted — Exercised ) Forfeited or cancelled — — Outstanding at March 31, 2016 $ $ Exercisable at March 31, 2016 $ $ |
Summary of SAR Plan activity | SAR Plan Activity Number of SARs Weighted Average Exercise Price Weighted Average Remaining Life (in years) Aggregate Intrinsic Value Outstanding at March 31, 2013 Granted — — Exercised ) Forfeited or cancelled ) Outstanding at March 31, 2014 Granted — — Exercised ) Forfeited or cancelled ) Outstanding at March 31, 2015 Granted — — Exercised ) Forfeited or cancelled — — Outstanding and exercisable at March 31, 2016 $ $ |
Restricted Stock Awards | |
Stock options, restricted stock awards and stock appreciation rights | |
Summary of restricted stock activity under the 2000 Plan, the 2007 Plan and the 2015 Plan | Restricted Stock Award Activity Number of Restricted Stock Awards Weighted Average Grant date Fair Value Unvested at March 31, 2013 $ Awarded Vested ) Forfeited ) Unvested at March 31, 2014 Awarded Vested ) Forfeited ) Unvested at March 31, 2015 Awarded Vested ) Forfeited ) Unvested at March 31, 2016 $ |
Restricted Stock Units | |
Stock options, restricted stock awards and stock appreciation rights | |
Summary of restricted stock activity under the 2000 Plan, the 2007 Plan and the 2015 Plan | Restricted Stock Unit Activity Number of Restricted Stock Units Weighted Average Grant Date Fair Value Unvested at March 31, 2013 $ Awarded Vested ) Forfeited — — Unvested at March 31, 2014 Awarded Vested ) Forfeited ) Unvested at March 31, 2015 Awarded Vested ) Forfeited ) Unvested at March 31, 2016 $ |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Income Taxes | |
Schedule of income before income tax expense based on the geographic location | Year Ended March 31, 2016 2015 2014 United States $ $ $ Foreign Total $ $ $ |
Schedule of provision for income taxes | Year Ended March 31, 2016 2015 2014 Current provision: Federal $ $ $ State Foreign Total current provision $ $ $ Deferred (benefit) provision: Federal $ ) $ ) $ State ) ) Foreign ) ) Total deferred (benefit) provision $ ) $ ) $ Total provision for income taxes $ $ $ |
Summary of items which gave rise to differences between the income taxes in the statements of income and the income taxes computed at the U.S. statutory rate | Year Ended March 31, 2016 2015 2014 Statutory tax rate % % % U.S. state and local taxes, net of U.S. federal income tax effects Benefit from foreign subsidiaries' tax holidays ) ) ) Foreign rate difference ) ) ) Nondeductible transactions costs — — Permanent items Other adjustments ) Effective income tax rate % % % |
Schedule of deferred tax assets (liabilities) | March 31, 2016 2015 Deferred revenue $ $ Bad debt reserve Tax credit carry forwards Accrued expenses and reserves Share-based compensation expense Intangibles — Net operating loss Total gross deferred tax assets $ $ Valuation allowance ) ) Total deferred tax assets $ $ Depreciation ) ) Unrealized gains ) ) Acquisition and other liabilities ) ) Goodwill ) ) Total deferred tax liabilities $ ) $ ) Net deferred tax assets/(liabilities) $ ) $ |
Summary of the activity related to the gross unrecognized tax benefits | Year Ended March 31, 2016 2015 2014 Balance at beginning of the fiscal year $ $ $ Balance acquired as part of the Polaris SPA Transaction — — Foreign currency translation related to prior year tax positions ) ) ) Decreases related to prior year tax positions — — ) Decreases related to prior year tax positions due to settlements or lapse in applicable statute of limitations ) ) ) Increases related to prior year tax positions Balance at end of the fiscal year $ $ $ |
Post-retirement Benefits (Table
Post-retirement Benefits (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Post-retirement Benefits | |
Schedule of cost of pension plans | Year Ended March 31, 2016 2015 2014 Components of net periodic pension expense Expected return on plan assets $ ) $ ) $ ) Service costs for benefits earned Interest cost on projected benefit obligation Amortization of prior service cost Recognized net actuarial loss Net periodic pension expense $ $ $ |
Schedule of actuarial assumptions | Year Ended March 31, 2016 2015 2014 Discount rate 7.50% - 11.00% 7.80% - 10.00% 8.00% - 11.5% Compensation increases (annual) 5.00% - 7.50% 7.00% - 7.50% 7.00% - 7.50% Expected return on assets 7.50% - 12.00% 8.50% - 12.52% 8.50% - 12.25% |
Schedule of accumulated benefit obligation and projected benefit obligation | As of March 31, 2016 2015 Accumulated benefit obligation $ $ Projected benefit obligation: Beginning balance $ $ Service cost Interest cost Actuarial (gain) loss Benefits paid ) ) Polaris SPA Transaction — Exchange rate adjustments ) ) Ending balance $ $ |
Schedule of fair value of plan assets | Plan assets Balance at April 1, 2015 $ Employer contributions Actual return on plan assets Actuarial gain or loss ) Benefits paid ) Polaris SPA Transaction Exchange rate adjustments ) Balance at March 31, 2016 $ |
Schedule of plan asset allocation | March 31, 2016 Target Allocation Actual Allocation Government securities 30% - 40% % Corporate debt 30% - 40% % Other 1% - 30% % |
Schedule of fair values of the Company's pension plan assets | Fair Value Measurements Asset Category Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) At March 31, 2016 Government Bonds(1) $ $ — $ Corporate Bonds(2) — Equity Shares and Others(3) $ $ $ $ At March 31, 2015 Government Bonds(1) $ $ — $ Corporate Bonds(2) — Equity Shares and Others(3) $ $ $ (1) This category comprises government fixed income investments with investments in India and Sri Lanka. (2) This category represents investment in bonds and debentures from diverse industries. (3) This category represents equity shares, money market investments and other investments. |
Schedule of pension liability | March 31, 2016 2015 PBO $ $ Fair value of plan assets Funded status recognized $ $ Amount recorded in accumulated other comprehensive income $ $ |
Schedule of pretax amounts of prior service cost and actuarial gain (loss) recognized from accumulated other comprehensive income | March 31, 2016 2015 2014 Prior service cost $ ) $ ) $ ) Net amortization gain (loss) ) ) ) Total $ ) $ ) $ ) |
Schedule of estimated future benefits payments | Fiscal year ending March 31: 2017 $ 2018 2019 2020 2021 2022 - 2026 |
Accumulated Other Comprehensi45
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Accumulated Other Comprehensive Loss | |
Schedule of changes in accumulated other comprehensive loss by component | March 31, 2016 2015 2014 Investment securities Beginning balance $ ) $ ) $ ) Other comprehensive income (loss) (OCI) before reclassifications, net of tax of $35, $21, $(28) ) Reclassifications from OCI to other income, net of tax of $(22), $0, $0 ) Less: Noncontrolling interests, net of tax of $0, $0, $0 — — Comprehensive income (loss) on investment securities, net of tax of $13, $21, $(28) ) Closing Balance $ $ ) $ ) Currency translation adjustments Beginning balance $ ) $ ) $ ) Recognized in OCI ) ) ) Less: Noncontrolling interests ) — — Comprehensive income (loss) on currency translation adjustments ) ) ) Closing balance $ ) $ ) $ ) Cash flow hedges Beginning balance $ $ ) $ ) OCI before reclassifications net of tax of $1,797, $1,511, $(2,993) ) Reclassifications from OCI to —Revenue, net of tax of $(94), $0, $0 ) —Costs of revenue, net of tax of $55, $321, $1,377 ) —Selling, general and administrative expenses, net of tax of $42, $185, $831 ) Less: Noncontrolling interests, net of tax of $(512), $0, $0 ) — — Comprehensive income (loss) on cash flow hedges, net of tax of $1,288, $2,017 $(785) ) Closing balance $ $ $ ) Benefit plans Beginning balance $ ) $ ) $ ) OCI before reclassifications net of tax of $(52), $(16), $0 ) ) Reclassifications from net actuarial gain (loss) amortization to: —Costs of revenue, net of tax of $24,$2,$0 —Selling, general and administrative expenses, net of tax of $11, $2, $0 Reclassifications from OCI for prior service credit (cost) to: —Costs of revenue, net of tax of $2,$0,$0 —Selling, general and administrative expenses, net of tax of $0 for all periods Other adjustments Comprehensive income (loss) on benefit plans, net of tax of $15, $(12), $0 ) Closing balance $ ) $ ) $ ) Accumulated other comprehensive income (loss) $ ) $ ) $ ) |
Commitments, Contingencies an46
Commitments, Contingencies and Guarantees (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Commitments, Contingencies and Guarantees | |
Schedule of future minimum lease payments under non-cancelable leases | Future minimum lease payments under non-cancelable leases for the five fiscal years following March 31, 2016 and thereafter are: Operating Leases Capital Leases Fiscal year ending March 31: 2017 $ $ 2018 2019 2020 2021 — 2022 and thereafter — Total minimum lease payments $ $ Less: amount representing interest Present value of future lease payments $ Less: current portion Long term capital lease obligation $ |
Derivative Financial Instrume47
Derivative Financial Instruments and Trading Activities (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Derivative Financial Instruments and Trading Activities | |
Schedule of fair value of derivative instruments included in the consolidated balance sheets | March 31, 2016 March 31, 2015 Foreign currency exchange contracts: Other current assets $ $ Other long-term assets $ $ Accrued expenses and other $ $ Long-term liabilities $ $ |
Schedule of effect of the foreign currency exchange contracts on the consolidated financial statements | Amount of Gain or (Loss) Recognized in AOCI on Derivatives (Effective Portion) Derivatives Designated as Cash Flow Hedging Relationships March 31, 2016 March 31, 2015 Foreign currency exchange contracts $ $ Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) Location of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) March 31, 2016 March 31, 2015 Revenue $ — Costs of revenue $ $ ) Operating expenses $ $ ) Amount of Gain or (Loss) Recognized in Income on Derivatives Derivatives not Designated as Hedging Instruments Location of Gain Or (Loss) Recognized in Income on Derivatives March 31, 2016 March 31, 2015 Foreign currency exchange contracts Foreign currency transaction gains (losses) $ ) $ Revenue $ ) $ ) Costs of revenue $ ) $ ) Selling, general and administrative expenses $ ) $ ) |
Business Segment Information (T
Business Segment Information (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Business Segment Information | |
Schedule of revenue attributed to geographic areas based on location of the client | Year Ended March 31, 2016 2015 2014 Customer revenue: North America $ $ $ Europe Other Consolidated revenue $ $ $ |
Schedule of long-lived assets, net of accumulated depreciation and amortization attributed to geographic areas based on location of assets | March 31, 2016 2015 Long-lived assets, net of accumulated depreciation and amortization: North America $ $ Asia Europe and others Consolidated long-lived assets, net $ $ |
Quarterly Results of Operatio49
Quarterly Results of Operations (unaudited) (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Quarterly Results of Operations (unaudited) | |
Schedule of quarterly results of operations | Three Months Ended March 31, 2016 December 31, 2015 September 30, 2015 June 30, 2015 March 31, 2015 December 31, 2014 September 30, 2014 June 30, 2014 Revenue $ $ $ $ $ $ $ $ Costs of revenue Gross profit Operating expenses Income from operations Other income Income before income tax expense Income tax expense Net income $ $ $ $ $ $ $ $ Noncontrolling interest — — — — — — — Net income attributable to Virtusa common stockholders. $ $ $ $ $ $ $ $ Basic earnings per share $ $ $ $ $ $ $ $ Diluted earnings per share $ $ $ $ $ $ $ $ |
Summary of Significant Accoun50
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Mar. 31, 2015 |
Cash and cash equivalents and restricted cash | ||
Restricted cash | $ 93,940 | $ 112 |
Polaris | ||
Cash and cash equivalents and restricted cash | ||
Shares acquired (as a percent) | 26.00% |
Summary of Significant Accoun51
Summary of Significant Accounting Policies (Details 2) $ in Thousands | 12 Months Ended |
Mar. 31, 2016USD ($)item | |
Summary of Significant Accounting Policies | |
Number of reporting unit | item | 1 |
Impairment charge | $ | $ 0 |
Summary of Significant Accoun52
Summary of Significant Accounting Policies (Details 3) - Gross accounts receivable - Credit concentration - item | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Concentration of Credit Risk | ||
Number of clients | 1 | 2 |
Client one | ||
Concentration of Credit Risk | ||
Concentration risk percentage | 12.00% | 13.00% |
Client two | ||
Concentration of Credit Risk | ||
Concentration risk percentage | 10.00% |
Summary of Significant Accoun53
Summary of Significant Accounting Policies (Details 4) - Customer Concentration Risk - Sales revenue | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Customer A | |||
Significant Customers | |||
Concentration risk percentage | 10.00% | 11.00% | 13.00% |
Customer B | |||
Significant Customers | |||
Concentration risk percentage | 9.00% | 12.00% | 13.00% |
Summary of Significant Accoun54
Summary of Significant Accounting Policies (Details 5) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Revenue Recognition | |||
Reimbursements of travel and out-of-pocket expenses | $ 14,142 | $ 10,877 | $ 5,921 |
Costs of Revenue and Operating Expenses | |||
Advertising and promotional expenses | 316 | 430 | 255 |
Software | |||
Internally-developed software | |||
Capitalized software development costs | 8,020 | 7,302 | |
Amortization of capitalized software development costs | $ 556 | $ 706 | $ 733 |
Software | Minimum | |||
Internally-developed software | |||
Estimated useful life | 3 years | ||
Software | Maximum | |||
Internally-developed software | |||
Estimated useful life | 10 years |
Summary of Significant Accoun55
Summary of Significant Accounting Policies (Details 6) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Share-based compensation | |||
Total share-based compensation expense | $ 16,179 | $ 11,098 | $ 8,166 |
Weighted Average Fair Value Options Pricing Model Assumptions | |||
Risk-free interest rate (as a percent) | 1.62% | 1.31% | |
Expected term (in years) | 5 years 7 days | 5 years 7 months 6 days | |
Anticipated common stock volatility (as a percent) | 42.59% | 52.31% | |
Expected dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Granted (in shares) | 0 | ||
Unrecognized compensation cost | |||
Unrecognized compensation cost related to unvested stock options, restricted stock awards, deferred stock awards and restricted stock units | $ 25,545 | ||
Weighted average period for recognition of unrecognized compensation cost | 1 year 8 months 16 days | ||
Costs of revenue | |||
Share-based compensation | |||
Total share-based compensation expense | $ 1,204 | $ 1,121 | $ 912 |
Selling, general and administrative expenses | |||
Share-based compensation | |||
Total share-based compensation expense | $ 14,975 | $ 9,977 | $ 7,254 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Numerators: | |||||||||||
Net income available to Virtusa common stockholders | $ 12,290 | $ 11,313 | $ 11,086 | $ 10,113 | $ 11,550 | $ 11,779 | $ 10,114 | $ 9,003 | $ 44,802 | $ 42,446 | $ 34,375 |
Denominators: | |||||||||||
Weighted average common shares outstanding (in shares) | 29,233,861 | 28,753,102 | 26,116,516 | ||||||||
Dilutive effect of employee stock options and unvested restricted stock awards and restricted stock units | 768,991 | 794,883 | 842,864 | ||||||||
Dilutive effect of stock appreciation rights (in shares) | 2,130 | 7,639 | 13,621 | ||||||||
Weighted average shares-diluted (in shares) | 30,004,982 | 29,555,624 | 26,973,001 | ||||||||
Basic earnings per share (in dollars per share) | $ 0.42 | $ 0.39 | $ 0.38 | $ 0.35 | $ 0.40 | $ 0.41 | $ 0.35 | $ 0.32 | $ 1.53 | $ 1.48 | $ 1.32 |
Diluted earnings per share (in dollars per share) | $ 0.41 | $ 0.38 | $ 0.37 | $ 0.34 | $ 0.39 | $ 0.40 | $ 0.34 | $ 0.31 | $ 1.49 | $ 1.44 | $ 1.27 |
Unvested restricted stock awards and unvested restricted stock units issuable and options excluded from the calculations of diluted earnings per share (in shares) | 68,991 | 21,629 | 29,766 |
Acquisitions - Overview & Appar
Acquisitions - Overview & Apparatus (Details) - USD ($) $ in Thousands | Apr. 01, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 |
Consideration Transferred: | ||||
Total purchase price, net of cash acquired | $ 164,642 | $ 2,660 | $ 21,460 | |
Useful Life | 10 years 3 months 18 days | 9 years | ||
Purchase Price Allocation: | ||||
Goodwill | $ 200,424 | $ 50,360 | ||
Apparatus | ||||
Acquisitions | ||||
Purchase price, subject to post closing working capital adjustments | $ 34,200 | |||
Fair value of contingent consideration | $ 830 | |||
Holdback percentage | 8.50% | |||
Holdback period | 12 months | |||
Working capital adjustment | $ 297 | 297 | ||
Consideration Transferred: | ||||
Cash paid at closing | 31,248 | |||
Holdback | 2,903 | |||
Fair value of contingent consideration | 830 | |||
Working capital adjustment | (297) | (297) | ||
Fair value of consideration transferred | 34,684 | |||
Less : Cash acquired | (731) | |||
Total purchase price, net of cash acquired | 33,953 | |||
Acquisition-related costs | 631 | |||
Purchase Price Allocation: | ||||
Cash and cash equivalents | 731 | |||
Accounts receivable and unbilled receivable | 2,916 | |||
Prepaid expense | 79 | |||
Property and equipment | 1,115 | |||
Goodwill | 19,229 | |||
Other current liabilities | (2,486) | |||
Total purchase price | 34,684 | |||
Less : Cash acquired | (731) | |||
Total purchase price, net of cash acquired | $ 33,953 | |||
Apparatus | Restricted Stock Awards | ||||
Acquisitions | ||||
Vesting period | 4 years | |||
Apparatus | Restricted Stock Awards | Maximum | ||||
Acquisitions | ||||
Authorized value of awards | $ 3,500 | |||
Number of authorized shares | 93,333 | |||
Milestone achievement | Apparatus | ||||
Acquisitions | ||||
Additional consideration | $ 1,700 | |||
Fair value of contingent consideration | 839 | |||
Consideration Transferred: | ||||
Fair value of contingent consideration | 839 | |||
Bonus Pool | Milestone achievement | Apparatus | ||||
Acquisitions | ||||
Additional consideration | $ 1,500 | |||
Fair value of contingent consideration | 781 | |||
Consideration Transferred: | ||||
Fair value of contingent consideration | $ 781 | |||
Customer relationships | ||||
Consideration Transferred: | ||||
Useful Life | 10 years 9 months 18 days | 9 years 4 months 24 days | ||
Customer relationships | Apparatus | ||||
Consideration Transferred: | ||||
Useful Life | 10 years | |||
Purchase Price Allocation: | ||||
Intangibles assets | $ 12,200 | |||
Technology | Apparatus | ||||
Consideration Transferred: | ||||
Useful Life | 5 years | |||
Purchase Price Allocation: | ||||
Intangibles assets | $ 500 | |||
Trademark | ||||
Consideration Transferred: | ||||
Useful Life | 1 year 3 months 18 days | 1 year | ||
Trademark | Apparatus | ||||
Consideration Transferred: | ||||
Useful Life | 3 years | |||
Purchase Price Allocation: | ||||
Intangibles assets | $ 400 |
Acquisitions - Agora Group Inc.
Acquisitions - Agora Group Inc. (Details) $ in Thousands | Jul. 28, 2015USD ($)itemshares | Jun. 01, 2015USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Mar. 31, 2014USD ($) |
Acquisitions | |||||
Goodwill | $ 200,424 | $ 50,360 | |||
Consideration Transferred: | |||||
Total purchase price, net of cash acquired | 164,642 | 2,660 | $ 21,460 | ||
Purchase Price Allocation: | |||||
Goodwill | $ 200,424 | $ 50,360 | |||
Useful Life | 10 years 3 months 18 days | 9 years | |||
Customer relationships | |||||
Purchase Price Allocation: | |||||
Useful Life | 10 years 9 months 18 days | 9 years 4 months 24 days | |||
Trademark | |||||
Purchase Price Allocation: | |||||
Useful Life | 1 year 3 months 18 days | 1 year | |||
Consulting company | Virtusa AB | |||||
Acquisitions | |||||
Total purchase price | $ 360 | ||||
Additional consideration | 540 | ||||
Goodwill | 505 | ||||
Other current liabilities | 51 | ||||
Payment of earn out consideration | $ 540 | ||||
Purchase Price Allocation: | |||||
Goodwill | 505 | ||||
Consulting company | Customer relationships | Virtusa AB | |||||
Acquisitions | |||||
Intangibles assets | 446 | ||||
Purchase Price Allocation: | |||||
Intangibles assets | $ 446 | ||||
Agora Group Inc | |||||
Acquisitions | |||||
Goodwill | $ 6,141 | ||||
Number of professionals | item | 60 | ||||
Total purchase price, net of cash acquired | $ 7,441 | ||||
Escrow deposit | $ 854 | ||||
Holdback period | 12 months | ||||
Term of non solicitation agreement | 3 years | ||||
Consideration Transferred: | |||||
Cash paid at closing | $ 6,587 | ||||
Holdback | 854 | ||||
Total purchase price, net of cash acquired | 7,441 | ||||
Acquisition-related costs | 35 | ||||
Purchase Price Allocation: | |||||
Goodwill | 6,141 | ||||
Total purchase price, net of cash acquired | 7,441 | ||||
Agora Group Inc | Customer relationships | |||||
Acquisitions | |||||
Intangibles assets | 1,300 | ||||
Purchase Price Allocation: | |||||
Intangibles assets | $ 1,300 | ||||
Useful Life | 5 years | ||||
Restricted Stock Awards | Agora Group Inc | |||||
Acquisitions | |||||
Vesting period | 4 years | ||||
Maximum | Restricted Stock Awards | Agora Group Inc | |||||
Acquisitions | |||||
Authorized value of awards | $ 2,890 | ||||
Number of authorized shares | shares | 77,067 |
Acquisitions - Polaris (Details
Acquisitions - Polaris (Details) ₨ in Thousands, $ in Thousands | Apr. 06, 2016INR (₨)shares | Apr. 06, 2016USD ($)shares | Apr. 05, 2016 | Mar. 03, 2016INR (₨) | Mar. 03, 2016USD ($)shares | Feb. 25, 2016USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Mar. 31, 2014USD ($) | Feb. 24, 2016USD ($) |
Consideration Transferred: | ||||||||||
Total purchase price, net of cash acquired | $ 164,642 | $ 2,660 | $ 21,460 | |||||||
Weighted Average Useful Life | 10 years 3 months 18 days | 9 years | ||||||||
Purchase Price Allocation: | ||||||||||
Goodwill | $ 200,424 | $ 50,360 | ||||||||
Polaris, Apparatus and Agora | ||||||||||
Unaudited, pro forma information | ||||||||||
Revenue | 887,943 | 820,736 | ||||||||
Net income | 30,508 | $ 39,956 | ||||||||
Revenue of acquirees since the acquisition dates | 55,205 | |||||||||
Net loss of acquirees since the acquisition dates | 1,768 | |||||||||
Polaris | JPM | ||||||||||
Purchase Price Allocation: | ||||||||||
Maximum borrowing capacity under the credit agreement | $ 25,000 | |||||||||
Polaris | JPM | Revolving credit facility | ||||||||||
Purchase Price Allocation: | ||||||||||
Maximum borrowing capacity under the credit agreement | $ 100,000 | |||||||||
Polaris | JPM | Delayed-draw term loan | ||||||||||
Purchase Price Allocation: | ||||||||||
Maximum borrowing capacity under the credit agreement | 200,000 | |||||||||
Virtusa Consulting Services Private Limited | Polaris | ||||||||||
Acquisitions | ||||||||||
Total consideration | ₨ 5,913,920 | $ 88,820 | ||||||||
Ownership interest of diluted shares (as a percent) | 77.70% | 77.70% | 51.70% | |||||||
Ownership interest of basic shares ( as a percent) | 78.80% | 78.80% | 52.90% | |||||||
Stock ownership percentage threshold | 75.00% | 75.00% | ||||||||
Period to sell | 1 year | 1 year | ||||||||
Consideration Transferred: | ||||||||||
Cash paid at closing | $ 168,257 | |||||||||
Less : Cash acquired | (40,782) | |||||||||
Total purchase price, net of cash acquired | 127,475 | |||||||||
Acquisition-related costs | 9,813 | |||||||||
Purchase Price Allocation: | ||||||||||
Cash and cash equivalents | 40,782 | |||||||||
Accounts receivable and unbilled receivable | 71,844 | |||||||||
Short term investments | 17,695 | |||||||||
Other current assets | 13,912 | |||||||||
Property and equipment | 74,391 | |||||||||
Long term investments | 8,396 | |||||||||
Long term assets | 13,575 | |||||||||
Goodwill | 120,745 | |||||||||
Accounts payable | (41,361) | |||||||||
Deferred revenue | (5,117) | |||||||||
Accrued expenses and other current liabilities | (13,693) | |||||||||
Deferred income taxes | (12,298) | |||||||||
Long term liabilities | (7,340) | |||||||||
Noncontrolling interest | (147,674) | |||||||||
Total purchase price | 168,257 | |||||||||
Less : Cash acquired | (40,782) | |||||||||
Total purchase price, net of cash acquired | 127,475 | |||||||||
Virtusa Consulting Services Private Limited | Polaris | Held for sale | Net assets acquired from Polaris, held for sale | ||||||||||
Purchase Price Allocation: | ||||||||||
Net assets acquired | $ 300 | |||||||||
Virtusa Consulting Services Private Limited | Polaris | JPM | ||||||||||
Purchase Price Allocation: | ||||||||||
Maximum borrowing capacity under the credit agreement | $ 25,000 | |||||||||
Virtusa Consulting Services Private Limited | Polaris | JPM | Revolving credit facility | ||||||||||
Purchase Price Allocation: | ||||||||||
Maximum borrowing capacity under the credit agreement | 100,000 | |||||||||
Virtusa Consulting Services Private Limited | Polaris | JPM | Delayed-draw term loan | ||||||||||
Purchase Price Allocation: | ||||||||||
Term loan face value | 200,000 | |||||||||
Drawdown of loan facility | $ 200,000 | |||||||||
Virtusa Consulting Services Private Limited | Polaris | Certain Polaris Shareholders | ||||||||||
Acquisitions | ||||||||||
Number of shares purchased | shares | 53,133,127 | |||||||||
Shares acquired (as a percent) | 51.70% | |||||||||
Consideration Transferred: | ||||||||||
Cash paid at closing | ₨ 11,391,365 | $ 168,257 | ||||||||
Virtusa Consulting Services Private Limited | Polaris | Polaris Public Shareholders | ||||||||||
Acquisitions | ||||||||||
Number of shares purchased | shares | 26,719,942 | 26,719,942 | ||||||||
Shares acquired (as a percent) | 26.00% | 26.00% | ||||||||
Escrow deposit | $ 89,220 | |||||||||
Customer relationships | ||||||||||
Consideration Transferred: | ||||||||||
Weighted Average Useful Life | 10 years 9 months 18 days | 9 years 4 months 24 days | ||||||||
Customer relationships | Virtusa Consulting Services Private Limited | Polaris | ||||||||||
Purchase Price Allocation: | ||||||||||
Intangibles assets | $ 32,000 | |||||||||
Customer relationships | Virtusa Consulting Services Private Limited | Polaris | Minimum | ||||||||||
Consideration Transferred: | ||||||||||
Weighted Average Useful Life | 10 years | 10 years | ||||||||
Customer relationships | Virtusa Consulting Services Private Limited | Polaris | Maximum | ||||||||||
Consideration Transferred: | ||||||||||
Weighted Average Useful Life | 15 years | 15 years | ||||||||
Trademark | ||||||||||
Consideration Transferred: | ||||||||||
Weighted Average Useful Life | 1 year 3 months 18 days | 1 year | ||||||||
Trademark | Virtusa Consulting Services Private Limited | Polaris | ||||||||||
Consideration Transferred: | ||||||||||
Weighted Average Useful Life | 2 years | 2 years | ||||||||
Purchase Price Allocation: | ||||||||||
Intangibles assets | $ 2,400 |
Goodwill and Intangible Asset60
Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands | 12 Months Ended |
Mar. 31, 2016USD ($)item | |
Goodwill: | |
Number of reportable segments | item | 1 |
Changes in goodwill | |
Balance at the beginning of the period | $ 50,360 |
Goodwill arising from acquisitions | 146,620 |
Foreign currency translation adjustments | 3,444 |
Balance at the end of the period | 200,424 |
Acquisition costs and goodwill deductible for tax purposes | 74,129 |
Trade Tech and Polaris | |
Changes in goodwill | |
Acquisition costs and goodwill not deductible for tax purposes | $ 138,182 |
Goodwill and Intangible Asset61
Goodwill and Intangible Assets (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Intangible Assets | |||
Weighted Average Useful Life | 10 years 3 months 18 days | 9 years | |
Gross Carrying Amount | $ 85,327 | $ 35,970 | |
Accumulated Amortization | 18,481 | 14,061 | |
Net Carrying Amount | 66,846 | 21,909 | |
Amortization expense | 5,491 | $ 4,436 | $ 3,431 |
Estimated amortization expense related to the purchased intangible assets | |||
2,017 | 9,479 | ||
2,018 | 9,570 | ||
2,019 | 7,177 | ||
2,020 | 7,191 | ||
2,021 | 5,813 | ||
Thereafter | 27,616 | ||
Total | $ 66,846 | ||
Customer relationships | |||
Intangible Assets | |||
Weighted Average Useful Life | 10 years 9 months 18 days | 9 years 4 months 24 days | |
Gross Carrying Amount | $ 81,211 | $ 34,070 | |
Accumulated Amortization | 17,501 | 12,259 | |
Net Carrying Amount | $ 63,710 | $ 21,811 | |
Partner relationships | |||
Intangible Assets | |||
Weighted Average Useful Life | 6 years | 6 years | |
Gross Carrying Amount | $ 700 | $ 700 | |
Accumulated Amortization | $ 700 | 602 | |
Net Carrying Amount | $ 98 | ||
Trademark | |||
Intangible Assets | |||
Weighted Average Useful Life | 1 year 3 months 18 days | 1 year | |
Gross Carrying Amount | $ 2,916 | $ 57 | |
Accumulated Amortization | 217 | $ 57 | |
Net Carrying Amount | $ 2,699 | ||
Technology | |||
Intangible Assets | |||
Weighted Average Useful Life | 5 years | ||
Gross Carrying Amount | $ 500 | ||
Accumulated Amortization | 63 | ||
Net Carrying Amount | $ 437 | ||
Backlog | |||
Intangible Assets | |||
Weighted Average Useful Life | 1 year | ||
Gross Carrying Amount | $ 1,143 | ||
Accumulated Amortization | $ 1,143 |
Investment Securities (Details)
Investment Securities (Details) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016USD ($)item | Mar. 31, 2015USD ($) | Mar. 31, 2014USD ($) | |
Investment Securities | |||
Amortized Cost | $ 82,712 | $ 111,177 | |
Gross Unrealized Gains | 130 | 14 | |
Gross Unrealized Losses | (108) | (45) | |
Fair Value | 82,734 | 111,146 | |
Fair Value | |||
Less Than 12 Months | 39,125 | 41,273 | |
Greater Than 12 Months | 1,005 | 3,001 | |
Gross Unrealized Loss | |||
Less Than 12 Months | (107) | (43) | |
Greater Than 12 Months | $ (1) | (2) | |
Number of investment securities in unrealized loss positions for greater than 12 months | item | 0 | ||
Available-for-sale securities by contractual maturity | |||
Due in one year or less | $ 53,917 | ||
Due after 1 year through 5 years | 22,606 | ||
Due after 5 years | 6,211 | ||
Total | 82,734 | ||
Proceeds from Sale of Available-for-sale Securities [Abstract] | |||
Proceeds from sales of available-for-sale investment securities | 124,597 | 52,308 | $ 11,602 |
Gross gains | 64 | 6 | |
Gross losses | (5) | ||
Net realized gains on sales of available-for-sale investment securities | 64 | 1 | |
Corporate Bonds | |||
Fair Value | |||
Less Than 12 Months | 21,435 | 36,272 | |
Greater Than 12 Months | 1,005 | 1,901 | |
Gross Unrealized Loss | |||
Less Than 12 Months | (73) | (41) | |
Greater Than 12 Months | (1) | (2) | |
Corporate Bonds | Current | |||
Investment Securities | |||
Amortized Cost | 26,662 | 41,873 | |
Gross Unrealized Gains | 7 | 10 | |
Gross Unrealized Losses | (10) | (22) | |
Fair Value | 26,659 | 41,861 | |
Corporate Bonds | Non-current | |||
Investment Securities | |||
Amortized Cost | 22,187 | 10,551 | |
Gross Unrealized Gains | 45 | ||
Gross Unrealized Losses | (64) | (21) | |
Fair Value | 22,168 | 10,530 | |
Preference shares | Non-current | |||
Investment Securities | |||
Amortized Cost | 4,149 | ||
Fair Value | 4,149 | ||
Agency and short-term notes | Current | |||
Investment Securities | |||
Amortized Cost | 1,000 | 6,737 | |
Gross Unrealized Gains | 1 | 3 | |
Fair Value | 1,001 | 6,740 | |
Agency and short-term notes | Non-current | |||
Investment Securities | |||
Amortized Cost | 2,500 | 10,203 | |
Gross Unrealized Gains | 1 | 1 | |
Gross Unrealized Losses | (1) | (2) | |
Fair Value | 2,500 | 10,202 | |
Mutual funds | |||
Fair Value | |||
Less Than 12 Months | 15,991 | ||
Gross Unrealized Loss | |||
Less Than 12 Months | (33) | ||
Mutual funds | Current | |||
Investment Securities | |||
Amortized Cost | 17,309 | ||
Gross Unrealized Gains | 9 | ||
Gross Unrealized Losses | (33) | ||
Fair Value | 17,285 | ||
Municipal bonds | Current | |||
Investment Securities | |||
Amortized Cost | 200 | ||
Fair Value | 200 | ||
Depository receipts | Current | |||
Investment Securities | |||
Amortized Cost | 414 | ||
Gross Unrealized Gains | 67 | ||
Fair Value | 481 | ||
Time deposits | Current | |||
Investment Securities | |||
Amortized Cost | 8,491 | 41,613 | |
Fair Value | 8,491 | 41,613 | |
Agency bonds | |||
Fair Value | |||
Less Than 12 Months | 1,699 | 5,001 | |
Greater Than 12 Months | 1,100 | ||
Gross Unrealized Loss | |||
Less Than 12 Months | $ (1) | $ (2) |
Investments in unconsolidated63
Investments in unconsolidated Affiliates (Details) $ in Thousands | Mar. 31, 2016USD ($) |
Investments in unconsolidated Affiliates | |
Difference between carrying amount and equity in net assets | $ 501 |
Intellect Polaris Design LLC | |
Investments in unconsolidated Affiliates | |
Ownership interest (as a percent) | 50.00% |
Fair Value of Financial Instr64
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Mar. 31, 2015 |
Level 3 | ||
Liabilities: | ||
Total liabilities | $ 839 | $ 2,432 |
Recurring | ||
Investments: | ||
Available-for-sale securities - current | 53,917 | |
Available-for-sale securities - non-current | 28,817 | |
Foreign currency derivative contracts | 5,694 | |
Total assets | 88,428 | |
Liabilities: | ||
Foreign currency derivative contracts | 560 | |
Contingent consideration | 839 | |
Total liabilities | 1,399 | |
Recurring | Level 2 | ||
Investments: | ||
Available-for-sale securities - current | 53,917 | |
Available-for-sale securities - non-current | 28,817 | |
Foreign currency derivative contracts | 5,694 | |
Total assets | 88,428 | |
Liabilities: | ||
Foreign currency derivative contracts | 560 | |
Total liabilities | 560 | |
Recurring | Level 3 | ||
Liabilities: | ||
Contingent consideration | 839 | |
Total liabilities | $ 839 |
Fair Value of Financial Instr65
Fair Value of Financial Instruments (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Changes in fair value of the Company's Level 3 financial liabilities | |||
Increase in earn-out recognized in earnings | $ (1,833) | ||
Foreign currency translation adjustments | $ (9,324) | (12,312) | $ (6,335) |
Level 3 | |||
Changes in fair value of the Company's Level 3 financial liabilities | |||
Balance at start of period | 2,432 | ||
Foreign currency translation adjustments | (17) | ||
Balance at end of period | 839 | $ 2,432 | |
Level 3 | OSB and Apparatus | |||
Changes in fair value of the Company's Level 3 financial liabilities | |||
Contingent consideration arising from acquisition (See Note 4) | 1,370 | ||
Increase in earn-out recognized in earnings | 577 | ||
Payment of contingent consideration | $ (3,523) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Property and Equipment | |||
Property and equipment, gross | $ 159,004 | $ 74,191 | |
Less-accumulated depreciation and amortization | 42,722 | 36,203 | |
Property and equipment, net | 116,282 | 37,988 | |
Depreciation and amortization expense | 10,988 | 9,116 | $ 8,071 |
Computer and other equipment | |||
Property and Equipment | |||
Property and equipment, gross | $ 36,866 | 27,513 | |
Computer and other equipment | Minimum | |||
Property and Equipment | |||
Estimated Useful Life | 3 years | ||
Computer and other equipment | Maximum | |||
Property and Equipment | |||
Estimated Useful Life | 10 years | ||
Furniture and fixtures | |||
Property and Equipment | |||
Property and equipment, gross | $ 12,274 | 8,629 | |
Furniture and fixtures | Minimum | |||
Property and Equipment | |||
Estimated Useful Life | 7 years | ||
Furniture and fixtures | Maximum | |||
Property and Equipment | |||
Estimated Useful Life | 10 years | ||
Vehicles | |||
Property and Equipment | |||
Property and equipment, gross | $ 1,914 | 1,041 | |
Vehicles | Minimum | |||
Property and Equipment | |||
Estimated Useful Life | 3 years | ||
Vehicles | Maximum | |||
Property and Equipment | |||
Estimated Useful Life | 6 years | ||
Software | |||
Property and Equipment | |||
Property and equipment, gross | $ 18,742 | 16,255 | |
Software | Minimum | |||
Property and Equipment | |||
Estimated Useful Life | 3 years | ||
Software | Maximum | |||
Property and Equipment | |||
Estimated Useful Life | 10 years | ||
Leasehold improvements | |||
Property and Equipment | |||
Property and equipment, gross | $ 6,574 | 5,418 | |
Buildings | |||
Property and Equipment | |||
Property and equipment, gross | $ 29,959 | 11,563 | |
Buildings | Minimum | |||
Property and Equipment | |||
Estimated Useful Life | 15 years | ||
Buildings | Maximum | |||
Property and Equipment | |||
Estimated Useful Life | 30 years | ||
Land | |||
Property and Equipment | |||
Property and equipment, gross | $ 50,050 | 320 | |
Capital work-in-progress | |||
Property and Equipment | |||
Property and equipment, gross | 2,625 | 3,452 | |
Assets under capital leases | |||
Property and Equipment | |||
Property and equipment, gross | 474 | 370 | |
Less-accumulated depreciation and amortization | $ 209 | $ 86 |
Accrued Expenses and Other (Det
Accrued Expenses and Other (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Mar. 31, 2015 |
Accrued Expenses and Other | ||
Accrued other taxes | $ 7,673 | $ 4,137 |
Accrued professional fees | 13,557 | 6,978 |
Acquisition related liabilities | 4,299 | 2,432 |
Hedge liability | 662 | 1,183 |
Accrued discounts | 8,626 | 3,867 |
Accrued other | 7,946 | 3,828 |
Total | $ 42,763 | $ 22,425 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Feb. 25, 2016 | Mar. 31, 2016 | Feb. 24, 2016 |
Current portion of long-term debt | |||
Term loan- current maturities | $ 8,881 | ||
Long-term debt, less current portion | |||
Term loan | 200,000 | ||
Term loan- current maturities | (8,881) | ||
Total | 185,633 | ||
Maturities of long-term debt | |||
2,017 | 10,000 | ||
2,018 | 10,000 | ||
2,019 | 15,000 | ||
2,020 | 20,000 | ||
2,021 | 145,000 | ||
Total | 200,000 | ||
JPM | |||
Debt | |||
First year maximum leverage ratio | 325.00% | ||
Second year maximum leverage ratio | 300.00% | ||
Maximum leverage ratio for four consecutive quarter ending on each fiscal quarter | 275.00% | ||
Threshold period to maintain unrestricted cash | 1 year | ||
Minimum total leverage ratio limit to maintain unrestricted cash deposit | 150.00% | ||
Minimum unrestricted cash to maintain as deposit in U.S bank on exceeding leverage ratio | $ 30,000 | ||
Minimum unrestricted cash and certain permitted investments to maintain | $ 20,000 | ||
Minimum fixed charge coverage ratio as of last day of any reference period | 125.00% | ||
Current portion of long-term debt | |||
Term loan- current maturities | 10,000 | ||
Less: deferred financing costs, current | (1,119) | ||
Total | 8,881 | ||
Long-term debt, less current portion | |||
Term loan- current maturities | (10,000) | ||
JPM | Polaris | |||
Debt | |||
Maximum borrowing capacity under the credit agreement | $ 25,000 | ||
Term of credit facility | 5 years | ||
Principal repayment per quarter | $ 2,500 | ||
U.K. Subsidiary | |||
Debt | |||
Receivables sold under the terms of the financing agreement | 24,215 | ||
Amounts due related to a financing agreement to sell certain accounts receivable balances | 0 | ||
Revolving credit facility | JPM | Polaris | |||
Debt | |||
Maximum borrowing capacity under the credit agreement | 100,000 | ||
Amount outstanding under the credit facility | 0 | ||
Delayed-draw term loan | JPM | |||
Current portion of long-term debt | |||
Term loan- current maturities | 10,000 | ||
Long-term debt, less current portion | |||
Term loan | 200,000 | ||
Term loan- current maturities | (10,000) | ||
Deferred financing costs, long-term | (4,367) | ||
Total | 185,633 | ||
Maturities of long-term debt | |||
Total | $ 200,000 | ||
Delayed-draw term loan | JPM | Polaris | |||
Debt | |||
Maximum borrowing capacity under the credit agreement | 200,000 | ||
Drew down during the period | $ 200,000 | ||
Senior secured debt financing | LIBOR | JPM | Polaris | |||
Debt | |||
Interest rate added to the base rate (as a percent) | 2.75% |
Stock Options, Restricted Sto69
Stock Options, Restricted Stock Awards and Stock Appreciation Rights (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | May. 31, 2015 | May. 31, 2007 | Jul. 31, 2005 | |
Number of Options to Purchase Common Shares | ||||||
Granted (in shares) | 0 | |||||
Stock options | ||||||
Stock options, restricted stock awards and stock appreciation rights | ||||||
Shares available for future grant (in shares) | 0 | |||||
Term of awards | 10 years | |||||
Vesting period | 4 years | |||||
Number of Options to Purchase Common Shares | ||||||
Outstanding at the beginning of the period (in shares) | 806,856 | 1,084,929 | 1,369,342 | |||
Granted (in shares) | 0 | 833 | 49,201 | |||
Exercised (in shares) | (127,718) | (269,384) | (321,577) | |||
Forfeited or cancelled (in shares) | (9,522) | (12,037) | ||||
Outstanding at the end of the period (in shares) | 679,138 | 806,856 | 1,084,929 | |||
Exercisable at the end of the period (in shares) | 650,802 | |||||
Weighted Average Exercise Price | ||||||
Outstanding at the beginning of the period (in dollars per share) | $ 13.15 | $ 12.01 | $ 10.56 | |||
Granted (in dollars per share) | 33.23 | 28.37 | ||||
Exercised (in dollars per share) | 10.87 | 8.56 | 8.11 | |||
Forfeited or cancelled (in dollars per share) | 15.60 | 18 | ||||
Outstanding at the end of the period (in dollars per share) | 13.58 | $ 13.15 | $ 12.01 | |||
Exercisable at the end of the period (in dollars per share) | $ 13.13 | |||||
Weighted Average Remaining Life (in years) | ||||||
Outstanding at the end of the period | 3 years 9 months 29 days | |||||
Exercisable at the end of the period | 3 years 8 months 5 days | |||||
Aggregate Intrinsic Value | ||||||
Outstanding at the end of the period | $ 16,221 | |||||
Exercisable at the end of the period | 15,834 | |||||
Additional disclosure | ||||||
Aggregate intrinsic value of options exercised | 4,246 | $ 7,556 | $ 6,304 | |||
Weighted average fair value of options granted (in dollars per share) | $ 13.04 | $ 13.85 | ||||
Income tax benefits realized from the exercise of stock options | $ 2,775 | $ 4,692 | $ 3,198 | |||
Weighted Average Exercise Price | ||||||
Granted (in dollars per share) | $ 33.23 | $ 28.37 | ||||
Stock options | Minimum | ||||||
Stock options, restricted stock awards and stock appreciation rights | ||||||
Purchase price of the entity's common stock expressed as a percentage of fair market value | 100.00% | |||||
Stock options | More Than 10% Stockholder | ||||||
Stock options, restricted stock awards and stock appreciation rights | ||||||
Ownership percentage triggering higher purchase price of the entity's shares | 10.00% | |||||
Stock options | More Than 10% Stockholder | Minimum | ||||||
Stock options, restricted stock awards and stock appreciation rights | ||||||
Purchase price of the entity's common stock expressed as a percentage of fair market value | 110.00% | |||||
Restricted Stock Awards | ||||||
Number of Restricted Stock Awards | ||||||
Unvested at the beginning of the period (in shares) | 638,478 | 802,720 | 969,399 | |||
Awarded (in shares) | 140,185 | 197,715 | 268,578 | |||
Vested (in shares) | (273,675) | (296,538) | (377,359) | |||
Forfeited (in shares) | (27,597) | (65,419) | (57,898) | |||
Unvested at the end of the period (in shares) | 477,391 | 638,478 | 802,720 | |||
Weighted Average Grant date Fair Value | ||||||
Unvested at the beginning of the period (in dollars per share) | $ 24.60 | $ 19.74 | $ 15.55 | |||
Awarded (in dollars per share) | 46.25 | 33.91 | 26.70 | |||
Vested (in dollars per share) | 22.22 | 18.34 | 14.56 | |||
Forfeited (in dollars per share) | 35.51 | 21.49 | 15.51 | |||
Unvested at the end of the period (in dollars per share) | $ 31.69 | $ 24.60 | $ 19.74 | |||
Number of SARs | ||||||
Granted (in shares) | 140,185 | 197,715 | 268,578 | |||
Restricted Stock Units | ||||||
Number of Restricted Stock Awards | ||||||
Unvested at the beginning of the period (in shares) | 404,797 | 234,334 | 37,062 | |||
Awarded (in shares) | 426,456 | 264,579 | 217,147 | |||
Vested (in shares) | (182,697) | (87,783) | (19,875) | |||
Forfeited (in shares) | (41,316) | (6,333) | ||||
Unvested at the end of the period (in shares) | 607,240 | 404,797 | 234,334 | |||
Weighted Average Grant date Fair Value | ||||||
Unvested at the beginning of the period (in dollars per share) | $ 31.16 | $ 26.87 | $ 16.59 | |||
Awarded (in dollars per share) | 49.10 | 33.18 | 27.99 | |||
Vested (in dollars per share) | 27.93 | 25.61 | 20 | |||
Forfeited (in dollars per share) | 35.52 | 33.91 | ||||
Unvested at the end of the period (in dollars per share) | $ 44.43 | $ 31.16 | $ 26.87 | |||
Number of SARs | ||||||
Granted (in shares) | 426,456 | 264,579 | 217,147 | |||
Stock appreciation rights | ||||||
Number of SARs | ||||||
Outstanding at the beginning of the period (in shares) | 5,110 | 12,121 | 22,369 | |||
Exercised (in shares) | (3,902) | (6,626) | (8,176) | |||
Forfeited or cancelled (in shares) | (385) | (2,072) | ||||
Outstanding and exercisable at the end of the period (in shares) | 1,208 | 5,110 | 12,121 | |||
Weighted Average Exercise Price | ||||||
Outstanding at the beginning of the period (in dollars per share) | $ 4.04 | $ 4.82 | $ 4.60 | |||
Exercised (in dollars per share) | 3.84 | 5.34 | 4.84 | |||
Forfeited or cancelled (in dollars per share) | 6.28 | 2.29 | ||||
Outstanding and exercisable at the end of the period (in dollars per share) | $ 4.70 | $ 4.04 | $ 4.82 | |||
Weighted Average Remaining Life | ||||||
Outstanding and exercisable at the end of the period | 4 months 28 days | |||||
Aggregate Intrinsic Value | ||||||
Outstanding and exercisable at the end of the period | $ 39,581 | |||||
Aggregate intrinsic value of SARs exercised | $ 180 | $ 216 | $ 221 | |||
2000 Plan | ||||||
Stock options, restricted stock awards and stock appreciation rights | ||||||
Shares available for future grant (in shares) | 2,594 | |||||
SAR Plan | ||||||
Stock options, restricted stock awards and stock appreciation rights | ||||||
Number of shares reserved for issuance | 479,233 | |||||
2007 Plan | ||||||
Stock options, restricted stock awards and stock appreciation rights | ||||||
Number of shares reserved for issuance | 830,670 | |||||
Percentage of increase in authorized shares on each April 1, beginning in 2008 | 2.90% | |||||
2015 Plan | ||||||
Stock options, restricted stock awards and stock appreciation rights | ||||||
Number of shares reserved for issuance | 2,883,041 | 3,000,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Income before income tax expense based on the geographic location | |||||||||||
United States | $ 4,556 | $ 15,734 | $ 10,876 | ||||||||
Foreign | 53,113 | 41,666 | 35,048 | ||||||||
Income before income tax expense | $ 12,996 | $ 15,787 | $ 15,086 | $ 13,800 | $ 15,699 | $ 15,979 | $ 13,498 | $ 12,224 | 57,669 | 57,400 | 45,924 |
Current provision: | |||||||||||
Federal | 6,367 | 8,217 | 2,973 | ||||||||
State | 1,961 | 2,415 | 874 | ||||||||
Foreign | 9,719 | 7,291 | 6,084 | ||||||||
Total current provision | 18,047 | 17,923 | 9,931 | ||||||||
Deferred (benefit) provision: | |||||||||||
Federal | (2,753) | (2,066) | 1,173 | ||||||||
State | (724) | (616) | 272 | ||||||||
Foreign | (1,921) | (287) | 173 | ||||||||
Total deferred (benefit) provision | (5,398) | (2,969) | 1,618 | ||||||||
Total provision for income taxes | 488 | $ 4,474 | $ 4,000 | $ 3,687 | 4,149 | $ 4,200 | $ 3,384 | $ 3,221 | $ 12,649 | $ 14,954 | $ 11,549 |
Items which gave rise to differences between the income taxes in the statements of income and the income taxes computed at the U.S. statutory rate | |||||||||||
Statutory tax rate (as a percent) | 35.00% | 35.00% | 34.00% | ||||||||
U.S. state and local taxes, net of U.S. federal income tax effects (as a percent) | 1.20% | 1.90% | 1.60% | ||||||||
Benefit from foreign subsidiaries' tax holidays (as a percent) | (13.00%) | (8.80%) | (9.80%) | ||||||||
Foreign rate difference (as a percent) | (7.90%) | (3.20%) | (2.20%) | ||||||||
Nondeductible transaction costs | 2.30% | ||||||||||
Permanent items (as a percent) | 3.70% | 1.30% | 1.30% | ||||||||
Other adjustments (as a percent) | 0.60% | (0.10%) | 0.20% | ||||||||
Effective income tax rate (as a percent) | 21.90% | 26.10% | 25.10% | ||||||||
Deferred tax assets (liabilities) | |||||||||||
Deferred revenue | 1,518 | 309 | $ 1,518 | $ 309 | |||||||
Bad debt reserve | 545 | 261 | 545 | 261 | |||||||
Tax credit carry forwards | 3,433 | 3,861 | 3,433 | 3,861 | |||||||
Accrued expenses and reserves | 12,013 | 8,418 | 12,013 | 8,418 | |||||||
Share-based compensation expense | 4,907 | 3,151 | 4,907 | 3,151 | |||||||
Intangibles | 3,058 | 3,058 | |||||||||
Net operating loss | 2,723 | 1,046 | 2,723 | 1,046 | |||||||
Total gross deferred tax assets | 25,139 | 20,104 | 25,139 | 20,104 | |||||||
Valuation allowance | (2,649) | (902) | (2,649) | (902) | |||||||
Total deferred tax assets | 22,490 | 19,202 | 22,490 | 19,202 | |||||||
Depreciation | (662) | (1,050) | (662) | (1,050) | |||||||
Unrealized gains | (2,598) | (409) | (2,598) | (409) | |||||||
Acquisition and other liabilities | (14,344) | (4,212) | (14,344) | (4,212) | |||||||
Goodwill | (5,117) | (3,585) | (5,117) | (3,585) | |||||||
Total deferred tax liabilities | (22,721) | (9,256) | (22,721) | (9,256) | |||||||
Net deferred tax liabilities | $ (231) | $ (231) | |||||||||
Net deferred tax assets | $ 9,946 | $ 9,946 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income taxes | ||
Change in valuation allowance | $ 1,747 | |
Valuation allowance | 2,649 | $ 902 |
Capital loss carryforwards | 1,196 | |
Deferred tax assets likely to be realized | 3,498 | |
Other Comprehensive Loss | ||
Income taxes | ||
Change in valuation allowance | (17) | |
Income Tax Expense | ||
Income taxes | ||
Change in valuation allowance | 142 | |
India | ||
Income taxes | ||
Minimum Alternative Tax credit carry forward | 3,292 | |
Foreign | ||
Income taxes | ||
Tax credits | 142 | |
Net operating loss carry forwards | 1,526 | |
Polaris | ||
Income taxes | ||
Change in valuation allowance | $ 1,622 |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Income Taxes | |||
Net income tax expense recorded in other comprehensive income related to the unrealized gain/loss on available for sale securities, the unrealized gain/loss on effective cash flow hedges and the foreign currency loss on certain long term intercompany balances | $ 642 | ||
Net income tax benefit recognized directly in additional paid in capital related to net excess tax benefits of share based compensation | $ 2,775 | $ 4,692 | $ 3,198 |
Income Taxes (Details 4)
Income Taxes (Details 4) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Mar. 31, 2016USD ($)aitem$ / shares | Mar. 31, 2015USD ($)$ / shares | Mar. 31, 2014USD ($)$ / shares | Mar. 31, 2011item | |
Income Taxes [Line Items] | ||||
Unremitted earnings from foreign subsidiaries | $ 330,849 | |||
Cash, cash equivalents, short-term investments and long-term investments available for distribution if not indefinitely reinvested | 146,490 | |||
Total amount of unrecognized tax benefits that would reduce income tax expense and the effective income tax rate, if recognized | 6,693 | $ 546 | $ 410 | |
Unrecognized tax benefits to be realized through settlement with tax authorities or expiration of statute of limitations during next twelve months | 198 | |||
Activity related to the gross unrecognized tax benefits | ||||
Balance as of beginning of the fiscal year | 546 | 410 | 4,823 | |
Balance acquired as a part of the Polaris SPA Transaction | 6,172 | |||
Foreign currency translation related to prior year tax positions | (42) | (3) | (32) | |
Decreases related to prior year tax positions | (208) | |||
Decreases related to prior year tax positions due to settlements or lapse in applicable statute of limitations | (117) | (94) | (4,311) | |
Increases related to prior year tax positions | 134 | 233 | 138 | |
Balance at end of the fiscal year | 6,693 | 546 | 410 | |
Accrued interest and penalties | 52 | 55 | ||
Total accrued interest and penalties, including foreign currency translation relating to certain foreign and domestic tax matters | 1,374 | 360 | ||
Increase in unrecognized tax benefits | 6,147 | |||
Chennai | ||||
Income Taxes [Line Items] | ||||
Decrease in net income due to expiration of income tax holiday | $ 1,088 | |||
Decrease in net income due to expiration of income tad holiday (in dollars per share) | $ / shares | $ 0.04 | |||
Hyderabad | ||||
Income Taxes [Line Items] | ||||
Decrease in net income due to expiration of income tax holiday | $ 1,639 | |||
Decrease in net income due to expiration of income tad holiday (in dollars per share) | $ / shares | $ 0.05 | |||
Hyderabad and Chennai | ||||
Income Taxes [Line Items] | ||||
Number of special economic zones subject to partial expiration of tax benefits | item | 2 | |||
Percentage of tax benefit subject to expiration | 50.00% | |||
India | ||||
Income Taxes [Line Items] | ||||
Number of export oriented units created | item | 2 | |||
India | Indian operations in areas designated as a SEZ | ||||
Income Taxes [Line Items] | ||||
Number of development centers operated | item | 2 | |||
India | Indian operations in areas designated as a SEZ | Hyderabad | ||||
Income Taxes [Line Items] | ||||
Parcel of land (in acres) | a | 6.3 | |||
Consecutive period of income tax exemption | 10 years | |||
Income tax benefits total eligibility period | 15 years | |||
India | Virtusa India | ||||
Income Taxes [Line Items] | ||||
Current corporate income tax rate | 34.61% | |||
Sri Lanka | Virtusa (Private) Limited | ||||
Income Taxes [Line Items] | ||||
Income tax exemption period | 12 years | |||
India and Sri Lanka | ||||
Income Taxes [Line Items] | ||||
Increase in net income due to income tax holiday | $ 7,477 | $ 5,048 | $ 4,513 | |
Increase in diluted earning per share due to income tax holiday (in dollars per share) | $ / shares | $ 0.25 | $ 0.17 | $ 0.17 | |
Maximum | India | Bangalore | Indian Operations Software Technology Parks | ||||
Income Taxes [Line Items] | ||||
Income tax exemption period | 15 years | |||
Maximum | India | Indian operations in areas designated as a SEZ | Hyderabad | ||||
Income Taxes [Line Items] | ||||
Income tax exemption period | 15 years | |||
Maximum | India | Indian operations in areas designated as a SEZ | Pune | ||||
Income Taxes [Line Items] | ||||
Income tax exemption period | 15 years | |||
Maximum | India | Indian operations in areas designated as a SEZ | Hyderabad and Chennai | ||||
Income Taxes [Line Items] | ||||
Income tax exemption period | 15 years | |||
Polaris | ||||
Activity related to the gross unrecognized tax benefits | ||||
Increase in unrecognized tax benefits | $ 6,172 | |||
Other Comprehensive Loss | ||||
Activity related to the gross unrecognized tax benefits | ||||
Increase in unrecognized tax benefits | 42 | |||
Income Tax Expense | ||||
Activity related to the gross unrecognized tax benefits | ||||
Increase in unrecognized tax benefits | $ 17 |
Post-retirement Benefits (Detai
Post-retirement Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Fair value of plan assets | |||
Accrued employee compensation and benefits | $ 53,897 | $ 26,915 | |
Benefit Plans: | |||
Components of net periodic pension expense | |||
Expected return on plan assets | (336) | (214) | $ (210) |
Service costs for benefits earned | 780 | 564 | 527 |
Interest cost on projected benefit obligation | 281 | 233 | 205 |
Amortization of prior service cost | 9 | 10 | 10 |
Recognized net actuarial loss | 151 | 114 | 90 |
Net periodic pension expense | 885 | 707 | 622 |
Accumulated benefit obligation and projected benefit obligation | |||
Accumulated benefit obligation | 5,081 | 2,393 | |
Projected benefit obligation: | |||
Beginning balance | 3,604 | 2,758 | |
Service cost | 780 | 564 | 527 |
Interest cost | 281 | 233 | 205 |
Actuarial (gain) loss | 182 | 535 | |
Benefits paid | (521) | (391) | |
Polaris SPA Transaction | 3,227 | ||
Exchange rate adjustments | (241) | (95) | |
Ending balance | 7,312 | 3,604 | $ 2,758 |
Fair value of plan assets | |||
Balance at the beginning of the period | 3,054 | ||
Employer contributions | 1,036 | ||
Actual return on plan assets | 301 | ||
Actuarial gain or loss | (5) | ||
Benefits paid | (521) | (391) | |
Polaris SPA Transaction | 2,944 | ||
Exchange rate adjustments | (176) | ||
Balance at the end of the period | 6,633 | 3,054 | |
Benefit Plans: | India and Sri Lanka | |||
Fair value of plan assets | |||
Accrued employee compensation and benefits | $ 679 | $ 550 | |
Minimum | Benefit Plans: | |||
Actuarial assumptions | |||
Discount rate (as a percent) | 7.50% | 7.80% | 8.00% |
Compensation increases (annual) (as a percent) | 5.00% | 7.00% | 7.00% |
Expected return on assets (as a percent) | 7.50% | 8.50% | 8.50% |
Maximum | Benefit Plans: | |||
Actuarial assumptions | |||
Discount rate (as a percent) | 11.00% | 10.00% | 11.50% |
Compensation increases (annual) (as a percent) | 7.50% | 7.50% | 7.50% |
Expected return on assets (as a percent) | 12.00% | 12.52% | 12.25% |
Post-retirement Benefits (Det75
Post-retirement Benefits (Details 2) - Benefit Plans: - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Plan asset allocation | |||
Fair values of the pension plan assets | $ 6,633 | $ 3,054 | |
Pension liability | |||
PBO | 7,312 | 3,604 | $ 2,758 |
Fair value of plan assets | 6,633 | 3,054 | |
Funded status recognized | 679 | 550 | |
Amount recorded in accumulated other comprehensive income | 924 | 932 | |
Amount in accumulated other comprehensive income (loss) that is expected to be recognized as a component of net periodic benefit cost | 170 | ||
Expected contribution to gratuity plans by employer | 1,863 | ||
Pretax amounts of prior service cost recognized in accumulated other comprehensive income | |||
Prior service cost | (9) | (10) | (10) |
Net amortization gain (loss) | (151) | (114) | (90) |
Total | (160) | (124) | $ (100) |
Estimated future benefits payments | |||
2,017 | 984 | ||
2,018 | 916 | ||
2,019 | 1,151 | ||
2,020 | 1,019 | ||
2,021 | 1,101 | ||
2022-2026 | 5,835 | ||
Level 1 | |||
Plan asset allocation | |||
Fair values of the pension plan assets | 192 | 185 | |
Pension liability | |||
Fair value of plan assets | 192 | 185 | |
Level 2 | |||
Plan asset allocation | |||
Fair values of the pension plan assets | 6,441 | 2,869 | |
Pension liability | |||
Fair value of plan assets | $ 6,441 | 2,869 | |
Government Securities/Bonds | |||
Plan asset allocation | |||
Actual Allocation (as a percent) | 33.00% | ||
Fair values of the pension plan assets | $ 2,187 | 1,382 | |
Pension liability | |||
Fair value of plan assets | $ 2,187 | 1,382 | |
Government Securities/Bonds | Minimum | |||
Plan asset allocation | |||
Target Allocation (as a percent) | 30.00% | ||
Government Securities/Bonds | Maximum | |||
Plan asset allocation | |||
Target Allocation (as a percent) | 40.00% | ||
Government Securities/Bonds | Level 2 | |||
Plan asset allocation | |||
Fair values of the pension plan assets | $ 2,187 | 1,382 | |
Pension liability | |||
Fair value of plan assets | $ 2,187 | 1,382 | |
Corporate Bonds | |||
Plan asset allocation | |||
Actual Allocation (as a percent) | 38.00% | ||
Fair values of the pension plan assets | $ 2,524 | 1,062 | |
Pension liability | |||
Fair value of plan assets | $ 2,524 | 1,062 | |
Corporate Bonds | Minimum | |||
Plan asset allocation | |||
Target Allocation (as a percent) | 30.00% | ||
Corporate Bonds | Maximum | |||
Plan asset allocation | |||
Target Allocation (as a percent) | 40.00% | ||
Corporate Bonds | Level 2 | |||
Plan asset allocation | |||
Fair values of the pension plan assets | $ 2,524 | 1,062 | |
Pension liability | |||
Fair value of plan assets | $ 2,524 | 1,062 | |
Other/Equity Shares and Others | |||
Plan asset allocation | |||
Actual Allocation (as a percent) | 29.00% | ||
Fair values of the pension plan assets | $ 1,922 | 610 | |
Pension liability | |||
Fair value of plan assets | $ 1,922 | 610 | |
Other/Equity Shares and Others | Minimum | |||
Plan asset allocation | |||
Target Allocation (as a percent) | 1.00% | ||
Other/Equity Shares and Others | Maximum | |||
Plan asset allocation | |||
Target Allocation (as a percent) | 30.00% | ||
Other/Equity Shares and Others | Level 1 | |||
Plan asset allocation | |||
Fair values of the pension plan assets | $ 192 | 185 | |
Pension liability | |||
Fair value of plan assets | 192 | 185 | |
Other/Equity Shares and Others | Level 2 | |||
Plan asset allocation | |||
Fair values of the pension plan assets | 1,730 | 425 | |
Pension liability | |||
Fair value of plan assets | $ 1,730 | $ 425 |
401(k) Plan (Details)
401(k) Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
401(k) Plan | ||
Employer matching contribution recorded | $ 1,006 | $ 740 |
Accumulated Other Comprehensi77
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Changes in accumulated other comprehensive income (loss) | |||||||||||
Balance | $ 423,775 | $ 374,070 | $ 423,775 | $ 374,070 | $ 252,207 | ||||||
Reclassifications from OCI to: | |||||||||||
Revenues | $ 171,853 | $ 150,603 | $ 143,002 | 134,844 | $ 126,016 | $ 122,996 | $ 117,700 | 112,274 | 600,302 | 478,986 | 396,933 |
Cost of Revenue | 111,540 | $ 96,908 | $ 93,500 | 87,362 | 79,722 | $ 77,144 | $ 74,968 | 72,588 | 389,310 | 304,422 | 250,533 |
Less: Noncontrolling interests | (1,285) | ||||||||||
Comprehensive income (loss), net of tax | (6,726) | (6,414) | (9,000) | ||||||||
Balance | 627,955 | 423,775 | 627,955 | 423,775 | 374,070 | ||||||
Other Comprehensive Income (Loss), Tax | |||||||||||
OCI, Available-for-sale Securities, Tax | 13 | 21 | (28) | ||||||||
Accumulated Other Comprehensive Loss | |||||||||||
Changes in accumulated other comprehensive income (loss) | |||||||||||
Balance | (34,128) | (27,714) | (34,128) | (27,714) | (18,714) | ||||||
Reclassifications from OCI to: | |||||||||||
Comprehensive income (loss), net of tax | (8,011) | (6,414) | (9,000) | ||||||||
Balance | (42,139) | (34,128) | (42,139) | (34,128) | (27,714) | ||||||
Investment securities | |||||||||||
Changes in accumulated other comprehensive income (loss) | |||||||||||
Balance | (18) | (54) | (18) | (54) | (3) | ||||||
OCI before reclassifications net of tax | 102 | 36 | (51) | ||||||||
Reclassifications from OCI to: | |||||||||||
Less: Noncontrolling interests | 3 | ||||||||||
Comprehensive income (loss), net of tax | 41 | 36 | (51) | ||||||||
Balance | 23 | (18) | 23 | (18) | (54) | ||||||
Other Comprehensive Income (Loss), Tax | |||||||||||
OCI before reclassification, tax | 35 | 21 | (28) | ||||||||
Noncontrolling interests, Tax | 0 | 0 | 0 | ||||||||
OCI, Available-for-sale Securities, Tax | 13 | 21 | (28) | ||||||||
Investment securities | Reclassification out of accumulated other comprehensive income | |||||||||||
Reclassifications from OCI to: | |||||||||||
Other Income | (64) | ||||||||||
Investment securities | Reclassification out of accumulated other comprehensive income | Other income. | |||||||||||
Other Comprehensive Income (Loss), Tax | |||||||||||
OCI, Reclassification Adjustment from AOCI for Sale of Securities, Tax | (22) | 0 | 0 | ||||||||
Currency translation adjustments | |||||||||||
Changes in accumulated other comprehensive income (loss) | |||||||||||
Balance | (35,565) | (23,253) | (35,565) | (23,253) | (16,918) | ||||||
OCI before reclassifications net of tax | (9,324) | (12,312) | (6,335) | ||||||||
Reclassifications from OCI to: | |||||||||||
Less: Noncontrolling interests | (322) | ||||||||||
Comprehensive income (loss), net of tax | (9,646) | (12,312) | (6,335) | ||||||||
Balance | (45,211) | (35,565) | (45,211) | (35,565) | (23,253) | ||||||
Cash flow hedges | |||||||||||
Changes in accumulated other comprehensive income (loss) | |||||||||||
Balance | 2,387 | (3,829) | 2,387 | (3,829) | (1,013) | ||||||
OCI before reclassifications net of tax | 3,373 | 5,169 | (7,291) | ||||||||
Reclassifications from OCI to: | |||||||||||
Less: Noncontrolling interests | (966) | ||||||||||
Comprehensive income (loss), net of tax | 1,547 | 6,216 | (2,816) | ||||||||
Balance | 3,934 | 2,387 | 3,934 | 2,387 | (3,829) | ||||||
Other Comprehensive Income (Loss), Tax | |||||||||||
OCI before reclassification, tax | 1,797 | 1,511 | (2,993) | ||||||||
Noncontrolling interests, Tax | (512) | 0 | 0 | ||||||||
Comprehensive income (loss), Tax | 1,288 | 2,017 | (785) | ||||||||
Cash flow hedges | Reclassification out of accumulated other comprehensive income | |||||||||||
Reclassifications from OCI to: | |||||||||||
Revenues | (178) | ||||||||||
Cost of Revenue | (446) | 659 | 2,793 | ||||||||
Selling, General and Administrative Expense | (236) | 388 | 1,682 | ||||||||
Cash flow hedges | Reclassification out of accumulated other comprehensive income | Revenue | |||||||||||
Other Comprehensive Income (Loss), Tax | |||||||||||
OCI, Reclassification Adjustment from AOCI on Derivatives, Tax | (94) | 0 | 0 | ||||||||
Cash flow hedges | Reclassification out of accumulated other comprehensive income | Costs of revenue | |||||||||||
Other Comprehensive Income (Loss), Tax | |||||||||||
OCI, Reclassification Adjustment from AOCI on Derivatives, Tax | 55 | 321 | 1,377 | ||||||||
Cash flow hedges | Reclassification out of accumulated other comprehensive income | Selling, general and administrative expenses | |||||||||||
Other Comprehensive Income (Loss), Tax | |||||||||||
OCI, Reclassification Adjustment from AOCI on Derivatives, Tax | 42 | 185 | 831 | ||||||||
Benefit plans | |||||||||||
Changes in accumulated other comprehensive income (loss) | |||||||||||
Balance | $ (932) | $ (578) | (932) | (578) | (780) | ||||||
OCI before reclassifications net of tax | (173) | (477) | 37 | ||||||||
Reclassifications from OCI to: | |||||||||||
Other adjustments | 99 | 2 | 65 | ||||||||
Comprehensive income (loss), net of tax | 47 | (354) | 202 | ||||||||
Balance | $ (885) | $ (932) | (885) | (932) | (578) | ||||||
Other Comprehensive Income (Loss), Tax | |||||||||||
OCI before reclassification, tax | (52) | (16) | 0 | ||||||||
Comprehensive income (loss), Tax | 15 | (12) | 0 | ||||||||
Benefit plans, net actuarial gain (loss) | Reclassification out of accumulated other comprehensive income | |||||||||||
Reclassifications from OCI to: | |||||||||||
Cost of Revenue | 78 | 66 | 71 | ||||||||
Selling, General and Administrative Expense | 36 | 45 | 19 | ||||||||
Benefit plans, net actuarial gain (loss) | Reclassification out of accumulated other comprehensive income | Costs of revenue | |||||||||||
Other Comprehensive Income (Loss), Tax | |||||||||||
OCI, Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Gain (Loss), Tax | 24 | 2 | 0 | ||||||||
Benefit plans, net actuarial gain (loss) | Reclassification out of accumulated other comprehensive income | Selling, general and administrative expenses | |||||||||||
Other Comprehensive Income (Loss), Tax | |||||||||||
OCI, Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Gain (Loss), Tax | 11 | 2 | 0 | ||||||||
Benefit plans, prior service credit (cost) | Reclassification out of accumulated other comprehensive income | |||||||||||
Reclassifications from OCI to: | |||||||||||
Cost of Revenue | 6 | 8 | 8 | ||||||||
Selling, General and Administrative Expense | 1 | 2 | 2 | ||||||||
Benefit plans, prior service credit (cost) | Reclassification out of accumulated other comprehensive income | Costs of revenue | |||||||||||
Other Comprehensive Income (Loss), Tax | |||||||||||
OCI, Amortization Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Prior Service Cost (Credit), Tax | 2 | 0 | 0 | ||||||||
Benefit plans, prior service credit (cost) | Reclassification out of accumulated other comprehensive income | Selling, general and administrative expenses | |||||||||||
Other Comprehensive Income (Loss), Tax | |||||||||||
OCI, Amortization Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Prior Service Cost (Credit), Tax | $ 0 | $ 0 | $ 0 |
Commitments, Contingencies an78
Commitments, Contingencies and Guarantees (Details) $ in Thousands | Mar. 31, 2016USD ($) |
Operating Leases | |
2,017 | $ 10,239 |
2,018 | 7,184 |
2,019 | 3,401 |
2,020 | 2,337 |
2,021 | 1,646 |
2022 and thereafter | 2,910 |
Total minimum lease payments | 27,717 |
Capital Leases | |
2,017 | 153 |
2,018 | 100 |
2,019 | 45 |
2,020 | 6 |
Total minimum lease payments | 304 |
Less: amount representing interest | 40 |
Present value of future lease payments | 264 |
Less: current portion | 127 |
Long term capital lease obligation | $ 137 |
Commitments, Contingencies an79
Commitments, Contingencies and Guarantees (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Commitments, Contingencies and Guarantees | |||
Total rental expense for operating leases | $ 9,350 | $ 8,015 | $ 6,535 |
Amortization expenses for assets purchased under capital leases | $ 130 | $ 77 | $ 17 |
Commitments, Contingencies an80
Commitments, Contingencies and Guarantees (Details 3) $ in Thousands | Mar. 31, 2016USD ($) |
Indemnification agreement | |
Loss contingencies | |
Liability recorded | $ 0 |
Actual or alleged act, error, omission, neglect, misstatement or misleading statement or breach of duty | |
Loss contingencies | |
Liability recorded | $ 0 |
Derivative Financial Instrume81
Derivative Financial Instruments and Trading Activities - Designated as Hedging Instruments (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2016USD ($)item | Mar. 31, 2015USD ($) | Mar. 31, 2014USD ($) | |
Derivative Financial Instruments and Trading Activities | |||||||||||
Nonoperating Income (Expense) | $ 7,476 | $ 1,653 | $ 1,830 | $ 1,390 | $ 1,221 | $ 1,360 | $ 1,257 | $ 994 | $ 12,349 | $ 4,832 | $ 3,512 |
Foreign currency exchange contracts | |||||||||||
Derivative Financial Instruments and Trading Activities | |||||||||||
Number of hedging programs maintained | item | 4 | ||||||||||
Maximum outstanding term of derivative instruments | 27 months | ||||||||||
U.S. dollar notional equivalent market value | 273,862 | 121,380 | $ 273,862 | 121,380 | |||||||
Derivatives designated as hedging instruments | Foreign currency exchange contracts | |||||||||||
Derivative Financial Instruments and Trading Activities | |||||||||||
Period hedged by Cash Flow Program | 24 months | ||||||||||
Additional period after which the contract is deemed ineffective | 2 months | ||||||||||
Unrealized net gains related to derivative instruments expected to be reclassified from AOCI into earnings during the next 12 months | $ 4,934 | ||||||||||
Foreign currency exchange contracts: | |||||||||||
Other current assets | 3,706 | 3,285 | 3,706 | 3,285 | |||||||
Other long-term assets | 1,988 | 1,359 | 1,988 | 1,359 | |||||||
Accrued expenses and other | 278 | 1,183 | 278 | 1,183 | |||||||
Long-term liabilities | $ 282 | $ 619 | 282 | 619 | |||||||
Derivatives designated as hedging instruments | Foreign currency exchange contracts | Cash flow hedges | Reclassification out of accumulated other comprehensive income | |||||||||||
Derivative Financial Instruments and Trading Activities | |||||||||||
Nonoperating Income (Expense) | $ 0 | $ 0 | |||||||||
Derivatives not Designated as Hedging Instrument | Foreign currency exchange contracts | |||||||||||
Derivative Financial Instruments and Trading Activities | |||||||||||
Maturity period of Balance Sheet Program derivatives | 30 days | ||||||||||
Maximum outstanding term of derivative instruments | 92 days | ||||||||||
Polaris | Derivatives designated as hedging instruments | Foreign currency exchange contracts | |||||||||||
Derivative Financial Instruments and Trading Activities | |||||||||||
Period hedged by Cash Flow Program | 24 months |
Derivative Financial Instrume82
Derivative Financial Instruments and Trading Activities - Not Designated as Hedging Instrument (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenue | ||
Derivative Financial Instruments | ||
Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) | $ 272 | |
Costs of revenue | ||
Derivative Financial Instruments | ||
Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) | 391 | $ (980) |
Operating expenses | ||
Derivative Financial Instruments | ||
Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) | 194 | (573) |
Derivatives designated as hedging instruments | Foreign currency exchange contracts | ||
Derivative Financial Instruments | ||
Amount of Gain or (Loss) Recognized in AOCI on Derivative (Effective Portion) | 5,170 | 6,680 |
Derivatives not Designated as Hedging Instrument | Foreign currency exchange contracts | Foreign currency transaction gains (losses) | ||
Derivative Financial Instruments | ||
Amount of Gain or (Loss) Recognized in Income on Derivatives | (1,236) | 66 |
Derivatives not Designated as Hedging Instrument | Foreign currency exchange contracts | Revenue | ||
Derivative Financial Instruments | ||
Amount of Gain or (Loss) Recognized in Income on Derivatives | (29) | (389) |
Derivatives not Designated as Hedging Instrument | Foreign currency exchange contracts | Costs of revenue | ||
Derivative Financial Instruments | ||
Amount of Gain or (Loss) Recognized in Income on Derivatives | (13) | (279) |
Derivatives not Designated as Hedging Instrument | Foreign currency exchange contracts | Selling, general and administrative expenses | ||
Derivative Financial Instruments | ||
Amount of Gain or (Loss) Recognized in Income on Derivatives | $ (17) | $ (93) |
Business Segment Information (D
Business Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Business Segment Information | |||||||||||
Consolidated revenue | $ 171,853 | $ 150,603 | $ 143,002 | $ 134,844 | $ 126,016 | $ 122,996 | $ 117,700 | $ 112,274 | $ 600,302 | $ 478,986 | $ 396,933 |
Consolidated long-lived assets, net | 383,552 | 110,257 | 383,552 | 110,257 | |||||||
North America | |||||||||||
Business Segment Information | |||||||||||
Consolidated revenue | 421,215 | 319,285 | 278,318 | ||||||||
Consolidated long-lived assets, net | 96,031 | 59,316 | 96,031 | 59,316 | |||||||
Asia | |||||||||||
Business Segment Information | |||||||||||
Consolidated long-lived assets, net | 268,636 | 32,896 | 268,636 | 32,896 | |||||||
Europe | |||||||||||
Business Segment Information | |||||||||||
Consolidated revenue | 134,639 | 129,904 | 97,178 | ||||||||
Other | |||||||||||
Business Segment Information | |||||||||||
Consolidated revenue | 44,448 | 29,797 | $ 21,437 | ||||||||
Europe and others | |||||||||||
Business Segment Information | |||||||||||
Consolidated long-lived assets, net | $ 18,885 | $ 18,045 | $ 18,885 | $ 18,045 |
Quarterly Results of Operatio84
Quarterly Results of Operations (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Quarterly Results of Operations (unaudited) | |||||||||||
Revenue | $ 171,853 | $ 150,603 | $ 143,002 | $ 134,844 | $ 126,016 | $ 122,996 | $ 117,700 | $ 112,274 | $ 600,302 | $ 478,986 | $ 396,933 |
Costs of revenue | 111,540 | 96,908 | 93,500 | 87,362 | 79,722 | 77,144 | 74,968 | 72,588 | 389,310 | 304,422 | 250,533 |
Gross profit | 60,313 | 53,695 | 49,502 | 47,482 | 46,294 | 45,852 | 42,732 | 39,686 | 210,992 | 174,564 | 146,400 |
Operating expenses | 54,793 | 39,561 | 36,246 | 35,072 | 31,816 | 31,233 | 30,491 | 28,456 | 165,672 | 121,996 | 103,988 |
Income from operations | 5,520 | 14,134 | 13,256 | 12,410 | 14,478 | 14,619 | 12,241 | 11,230 | 45,320 | 52,568 | 42,412 |
Other income | 7,476 | 1,653 | 1,830 | 1,390 | 1,221 | 1,360 | 1,257 | 994 | 12,349 | 4,832 | 3,512 |
Income before income tax expense | 12,996 | 15,787 | 15,086 | 13,800 | 15,699 | 15,979 | 13,498 | 12,224 | 57,669 | 57,400 | 45,924 |
Income tax expense | 488 | 4,474 | 4,000 | 3,687 | 4,149 | 4,200 | 3,384 | 3,221 | 12,649 | 14,954 | 11,549 |
Net Income | 12,508 | 11,313 | 11,086 | 10,113 | 11,550 | 11,779 | 10,114 | 9,003 | 45,020 | 42,446 | 34,375 |
Noncontrolling interest | 218 | 218 | |||||||||
Net income available to Virtusa common stockholders | $ 12,290 | $ 11,313 | $ 11,086 | $ 10,113 | $ 11,550 | $ 11,779 | $ 10,114 | $ 9,003 | $ 44,802 | $ 42,446 | $ 34,375 |
Basic earnings per share (in dollars per share) | $ 0.42 | $ 0.39 | $ 0.38 | $ 0.35 | $ 0.40 | $ 0.41 | $ 0.35 | $ 0.32 | $ 1.53 | $ 1.48 | $ 1.32 |
Diluted earnings per share (in dollars per share) | $ 0.41 | $ 0.38 | $ 0.37 | $ 0.34 | $ 0.39 | $ 0.40 | $ 0.34 | $ 0.31 | $ 1.49 | $ 1.44 | $ 1.27 |
Subsequent Events (Details)
Subsequent Events (Details) € in Thousands, ₨ in Thousands, £ in Thousands, SEK in Thousands, $ in Thousands | Apr. 06, 2016INR (₨)shares | Apr. 06, 2016USD ($)shares | Apr. 05, 2016 | Apr. 25, 2016GBP (£)$ / £$ / € | Apr. 25, 2016SEK$ / £$ / € | Apr. 25, 2016EUR (€)$ / £$ / € | Apr. 25, 2016USD ($)$ / £$ / € |
Subsequent event | Derivatives designated as hedging instruments | Foreign currency forward contracts | U.S. Dollar and U.K. Pound Sterling Forward Contract | |||||||
Subsequent Events | |||||||
Aggregate notional amount of foreign currency forward contracts | £ 4,252 | $ 6,141 | |||||
Weighted average settlement rate | $ / £ | 1.444 | 1.444 | 1.444 | 1.444 | |||
Subsequent event | Derivatives designated as hedging instruments | Foreign currency forward contracts | U.S. dollar and Swedish Krona ("SEK") Forward Contract | |||||||
Subsequent Events | |||||||
Aggregate notional amount of foreign currency forward contracts | SEK 1,950 | $ 242 | |||||
Weighted average settlement rate | 0.124 | 0.124 | 0.124 | 0.124 | |||
Subsequent event | Derivatives designated as hedging instruments | Foreign currency forward contracts | U.S. dollar and Euro ("EUR") Forward Contract | |||||||
Subsequent Events | |||||||
Aggregate notional amount of foreign currency forward contracts | € 689 | $ 775 | |||||
Weighted average settlement rate | $ / € | 1.125 | 1.125 | 1.125 | 1.125 | |||
Polaris | Virtusa Consulting Services Private Limited | |||||||
Subsequent Events | |||||||
Total purchase price | ₨ 5,913,920 | $ 88,820 | |||||
Ownership interest of diluted shares (as a percent) | 77.70% | 77.70% | 51.70% | ||||
Ownership interest of basic shares ( as a percent) | 78.80% | 78.80% | 52.90% | ||||
Stock ownership percentage threshold | 75.00% | 75.00% | |||||
Period to sell | 1 year | 1 year | |||||
Polaris | Virtusa Consulting Services Private Limited | Subsequent event | |||||||
Subsequent Events | |||||||
Shares acquired (as a percent) | 26.00% | 26.00% | |||||
Number of shares purchased | shares | 26,719,942 | 26,719,942 | |||||
Total purchase price | ₨ 5,913,920 | $ 88,820 | |||||
Ownership interest of diluted shares (as a percent) | 77.70% | 77.70% | 51.70% | ||||
Ownership interest of basic shares ( as a percent) | 78.80% | 78.80% | 52.90% | ||||
Stock ownership percentage threshold | 75.00% | 75.00% |
Schedule II-Valuation and Qua86
Schedule II-Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Valuation and Qualifying Accounts | |||
Balance at Beginning of Period | $ 881 | $ 1,130 | $ 740 |
Charged to Costs and Expenses | 208 | (134) | 539 |
Deductions/ Other | (43) | (115) | (149) |
Balance at End of Period | $ 1,046 | $ 881 | $ 1,130 |