WNS (HOLDINGS) LIMITED
Table of Contents

 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 6-K
 
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
For the quarter ended December 31, 2007
Commission File Number 001—32945
 
WNS (HOLDINGS) LIMITED
(Exact name of registrant as specified in the charter)
Not Applicable
(Translation of Registrant’s name into English)
Jersey, Channel Islands
(Jurisdiction of incorporation or organization)
 
Gate 4, Godrej & Boyce Complex
Pirojshanagar, Vikroli (W)
Mumbai 400 079, India
+91-22-6797-6100

(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F þ                    Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Indicate by check mark whether the Registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o                    No þ
If “Yes” is marked, indicate below the file number assigned to registrant in connection with Rule 12g3-2(b): Not applicable.
 
 

 


TABLE OF CONTENTS

SIGNATURE
EXHIBIT INDEX
EX-99.1 Earnings release of WNS (Holdings) Limited dated February 7, 2008.


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Other Events
On February 7, 2008, WNS (Holdings) Limited issued an earnings release announcing its third quarter of fiscal 2008 results and raised its guidance for fiscal 2008. A copy of the earnings release dated February 7, 2008 is attached hereto as Exhibit 99.1.
Exhibit
99.1   Earnings release of WNS (Holdings) Limited dated February 7, 2008.

 


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SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunder duly authorized.
Date: February 7, 2008
         
  WNS (HOLDINGS) LIMITED
 
 
  By:   /s/ Neeraj Bhargava    
  Name:   Neeraj Bhargava   
  Title:   Chief Executive Officer   

 


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EXHIBIT INDEX
99.1   Earnings release of WNS (Holdings) Limited dated February 7, 2008.

 

EX-99.1 Earnings release of WNS (Holdings) Limited
 

Exhibit 99.1
For Immediate Release
(WNS LOGO)
    CONTACT:  Investors:
 
      Jay Venkateswaran
Senior VP — Investor Relations
WNS (Holdings) Limited
+1 212 599 6960
ir@wnsgs.com
 
      Media:
Mike Sherrill
Gutenberg Communications
+1 212 239 8741
msherrill@gutenbergpr.com
WNS Announces Quarterly Earnings;
Raises Net Income Guidance for Fiscal 2008
Third Quarter Net Income decreases 23.1%;
Net Income (excluding share-based compensation, related fringe benefit taxes
and amortization of intangible assets) decreases 8.9%
Revenue Increases 13.4%;
Revenue Less Repair Payments Increases 29.5%,
Over Corresponding Quarter in the Prior Fiscal Year
NEW YORK and MUMBAI, February 7, 2008 — WNS (Holdings) Limited (NYSE: WNS), a leading provider of offshore business process outsourcing (BPO) services, today announced results for the quarter ended December 31, 2007 and raised its net income guidance for fiscal 2008.
Revenue for the third fiscal quarter was $115.6 million, an increase of 13.4% over the corresponding quarter in the prior fiscal year. Revenue less repair payments of $74.1 million increased 29.5% over the same period a year ago. Revenue less repair payments for the quarter did not include any revenue contribution from First Magnus Financial Corporation due to its bankruptcy filing in August 2007. However, revenue less repair payments for the corresponding quarter in the prior fiscal year included $3.8 million of revenue from this client.
Net income for the third fiscal quarter was $5.5 million, a decrease of 23.1% over the corresponding quarter in the prior fiscal year. Net income (excluding share-based compensation, related fringe benefit taxes and amortization of intangible assets) was $8.1 million, a decrease of 8.9% from the corresponding quarter last year. This decrease is primarily due to the appreciation of the Indian Rupee against the US Dollar.
WNS recorded a basic income per share of $0.13. Basic income per share (excluding share-based compensation, related fringe benefit taxes and amortization of intangible assets) was $0.19 for the quarter.
“With a solid third quarter behind us and the continued secular growth trend in offshore BPO, we remain focused on growth,” said Neeraj Bhargava, Group Chief Executive Officer. “With low mortgage and banking sector exposure, after the loss of First Magnus as a client, and a steady flow of opportunities in other sectors we are optimistic about growth even in a challenging economic environment.”
Financial Highlights: Fiscal Third Quarter Ended December 31, 2007
  Quarterly revenue of $115.6 million, up 13.4% from the corresponding quarter last year.
 
  Quarterly revenue less repair payments of $74.1 million, up 29.5% from the corresponding quarter last year.

 


 

  Quarterly net income of $5.5 million, down 23.1% from the corresponding quarter last year.
 
  Quarterly net income (excluding share-based compensation, related fringe benefit taxes and amortization of intangible assets) of $8.1 million, down 8.9% from the corresponding quarter last year.
 
  Quarterly basic income per share of 13 cents, down from basic income per share of 18 cents for the corresponding quarter last year.
 
  Quarterly basic income per share (excluding share-based compensation, related fringe benefit taxes and amortization of intangible assets) of 19 cents, down from 22 cents for the corresponding quarter last year.
 
  Cash flows from operating activities of $20.7 million for the nine months ended December 31, 2007, down from $26.4 million for the nine months ended December 31, 2006
Reconciliations of non-GAAP financial measures to GAAP operating results are included at the end of this release.
Key Organizational Developments
WNS earlier announced it has strengthened its leadership team with the appointment of Alok Misra as its new CFO. He was previously the Chief Financial Officer of MphasiS Ltd., an EDS company.
“Alok has consistently demonstrated strong financial leadership for global services companies,” said Mr. Bhargava. “As WNS expands its global footprint, Alok’s significant experience and expertise will help drive the success of the company’s overall business strategy. He is a valuable addition to the WNS management team.”
WNS last month also announced the launch of its operation in Bucharest, Romania, for high-end finance and accounting and customer support services. The center will also be a hub for providing European language services.
WNS has also announced several awards during the past quarter that recognize the company’s operational excellence and high-quality service delivery. These awards include:
    Best Performing FAO Provider by Global Services and neo IT
 
    Named as part of The Global Services 100 list for 2008 by Global Services and neo IT
 
    WNS Assistance recognized as the Best Accident Management Company by the Auto Body Professionals Club, a UK automobile repair trade organization
 
    The Best Achievement of Six Sigma in Outsourcing by Global Six Sigma experts and practitioners
 
    The Golden Peacock Innovation Award by The Institute of Directors, India
 
    The Supplier Innovation Award by KLM, a key travel client
 
    Eric Selvadurai, Managing Director, WNS Europe, awarded the “Market Maker Award” by FAO Today magazine
Fiscal 2008 Guidance
WNS raises its November 14, 2007 guidance for fiscal 2008:
    Revenue less repair payments is expected to be between $290 million and $295 million, in line with the company’s previous guidance.
 
    Net income (excluding share-based compensation and related fringe benefit taxes, amortization and impairment of goodwill and intangible assets) is expected to be between $34.0 million to $ 36.0 million. This represents a $1.0 million increase from the company’s previous guidance of $33 million to $35 million.
“We are targeting better than expected profits for the year due to expansion of current client relationships, the accelerated growth of our analytics services businesses, and an ability to

 


 

control costs, which have allowed us to weather pressure from currency appreciation and declines in mortgage revenue,” said Mr. Bhargava.
Conference Call
WNS will host a conference call on February 8, at 8 a.m. (EST) to discuss the company’s quarterly results. To participate, callers can dial 1-800-295-3991 from within the U.S. or +1-617-614-3924 from any other country. The participant passcode is 1352836. A replay will be made available online at www.wnsgs.com for a period of three months beginning two hours after the end of the call.
About WNS
WNS [NYSE: WNS] is a leading global Business Process Outsourcing company. Deep industry and business process knowledge, a partnership approach, comprehensive service offering and a proven track record enables WNS to deliver business value to some of the leading companies in the world. With over 17,000 employees, WNS is passionate about building a market leading company valued by our clients, employees, business partners, investors and communities. For more information, please visit our website at www.wnsgs.com.
About Non-GAAP Financial Measures
For financial statement reporting purposes, the company has two reportable segments: WNS Global BPO and WNS Auto Claims BPO. In the auto claims segment, WNS provides claims-handling and accident-management services, in which it arranges for automobile repairs through a network of third-party repair centers. In its accident-management services, WNS acts as the principal in dealings with the third-party repair centers and clients.
The amounts invoiced to WNS clients for payments made by WNS to third-party repair centers are reported as revenue. As the company wholly subcontracts the repairs to the repair centers, it evaluates its financial performance based on revenue less repair payments to third party repair centers, which is a non-GAAP measure.
WNS believes revenue less repair payments reflects more accurately the value addition of the business process services it directly provides to its clients. The presentation of this non-GAAP information is not meant to be considered in isolation or as a substitute for the company’s financial results prepared in accordance with U.S. GAAP. WNS revenue less repair payments may not be comparable to similarly titled measures reported by other companies due to potential differences in the method of calculation.
Safe Harbor Statement under the provisions of the United States Private Securities Litigation Reform Act of 1995
This news release contains forward-looking statements, as defined in the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those that may be projected by these forward looking statements. These risks and uncertainties include but are not limited to a slowdown in the U.S. and Indian economies and in the sectors in which our clients are based, a slowdown in the BPO and IT sectors world-wide, competition, the success or failure of our past and future acquisitions, attracting, recruiting and retaining highly skilled employees, technology, legal and regulatory policy as well as other risks detailed in our reports filed with the U.S. Securities and Exchange Commission. These filings are available at www.sec.gov. We may, from time to time, make additional written and oral forward-looking statements, including statements contained in our filings with the Securities and Exchange Commission and our reports to shareholders. You are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s current analysis of future events. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 


 

WNS (HOLDINGS) LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(Amounts in thousands, except per share data)
                                 
    Three months ended   Nine months ended
    December 31,   December 31,
    2007   2006   2007   2006
     
 
                               
Revenue
                               
Third parties
  $ 114,781     $ 101,325     $ 341,268     $ 235,229  
Related parties
    864       674       2,478       6,386  
     
 
    115,645       101,999       343,746       241,615  
Cost of revenue
    91,862       81,250       274,536       186,017  
     
Gross profit
    23,783       20,749       69,210       55,598  
Operating expenses
                               
Selling, general and administrative expenses
    17,777       13,973       51,282       36,180  
Amortization of intangible assets
    897       490       2,205       1,441  
Impairment of goodwill and intangible assets
                15,464        
     
Operating income
    5,109       6,286       259       17,977  
Other income (expense), net
    2,052       1,331       6,963       1,250  
Interest expense
    (21 )           (23 )     (101 )
     
Income before income taxes
    7,140       7,617       7,199       19,126  
Provision for income taxes
    (1,686 )     (525 )     (3,759 )     (1,418 )
     
Net income
  $ 5,454     $ 7,092     $ 3,440     $ 17,708  
     
 
                               
Basic income per share
  $ 0.13     $ 0.18     $ 0.08     $ 0.47  
Diluted income per share
  $ 0.13     $ 0.17     $ 0.08     $ 0.44  
Non-GAAP measure note:
In addition to its reported operating results in accordance with U.S. generally accepted accounting principles (US GAAP). WNS has included in the table below non-GAAP operating measures that the Securities and Exchange Commission defines as “non-GAAP financial measures”. Management believes that such non-GAAP financial measures, when read in conjunction with the company’s reported results, can provide useful supplemental information for investors analyzing period to period comparisons of the company’s results. The non-GAAP financial measures disclosed by the company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements should be carefully evaluated.


 

Reconciliation of revenue less repair payments (non-GAAP) to revenue (GAAP)
                                 
                            Amount in
thousands
    Three months ended   Nine months ended
    December 31,
2007
  December 31,
2006
  December 31,
2007
  December 31,
2006
     
                 
Revenue less repair payments (Non-GAAP)
  74,056   57,192   215,564   155,665
Add: Payments to repair centers
  41,589   44,807   128,182   85,950
Revenue (GAAP)
  115,645   101,999   343,746   241,615
Reconciliation of cost of revenue (non-GAAP to GAAP)
                                 
                            Amount in
thousands
    Three months ended   Nine months ended
    December 31,
2007
  December 31,
2006
  December 31,
2007
  December 31,
2006
     
                 
Cost of revenue (Non-GAAP)
  50,272   36,443   146,354   100,067
Add: Payments to repair centers
  41,589   44,807   128,182   85,950
Cost of revenue (GAAP)
  91,862   81,250   274,536   186,017
Reconciliation of selling, general and administrative expense (non-GAAP to GAAP)
                                 
                            Amount in
thousands
    Three months ended   Nine months ended
    December 31,
2007
  December 31,
2006
  December 31,
2007
  December 31,
2006
     
                 
Selling, general and administrative expenses (excluding share-based compensation expense and FBT1) (Non-GAAP)
  16,653   13,073   47,367   34,311
Add: Share-based compensation expense
  892   900   3,056   1,869
Add: FBT1
  232     859  
Selling, general and administrative expenses (GAAP)
  17,777   13,973   51,282   36,180
 
1   FBT means the fringe benefit taxes on options and restricted share units granted to employees under the WNS 2002 Stock Incentive Plan and the WNS 2006 Incentive Award Plan (as applicable) payable by WNS to the government of India.


 

Reconciliation of operating income (non-GAAP to GAAP)
                                 
                            Amount in
thousands
    Three months ended   Nine months ended
    December 31,
2007
  December 31,
2006
  December 31,
2007
  December 31,
2006
     
                 
Operating income (excluding share-based compensation, amortization of intangible assets, impairment of goodwill and intangible assets, and FBT1) (Non-GAAP)
    7,724       8,052       23,696       21,817  
Less: Share-based compensation expense
    1,486       1,276       4,909       2,399  
Less: Amortization of intangible assets
    897       490       2,205       1,441  
Less: Impairment of goodwill and intangible assets
                15,464        
Less: FBT1
    232             859        
Operating income (GAAP)
    5,109       6,286       259       17,977  
Reconciliation of net income (non-GAAP to GAAP)
                                 
                            Amount in
thousands
    Three months ended   Nine months ended
    December 31,
2007
  December 31,
2006
  December 31,
2007
  December 31,
2006
     
                 
Net income (excluding share-based compensation, amortization of intangible assets, impairment of goodwill and intangible assets, and FBT1) (Non-GAAP)
    8,069       8,858       26,877       21,548  
Less: Share-based compensation expense
    1,486       1,276       4,909       2,399  
Less: Amortization of intangible assets
    897       490       2,205       1,441  
Less: Impairment of goodwill and intangible assets
                15,464        
Less: FBT1
    232             859        
Net income (GAAP)
    5,454       7,092       3,440       17,708  


 

Reconciliation of basic income per ADS (non-GAAP to GAAP)
                                 
    Three months ended   Nine months ended
    December 31,
2007
  December 31,
2006
  December 31,
2007
  December 31,
2006
                 
Basic income per ADS (excluding share based compensation expense, amortization of intangible assets, impairment of goodwill and intangible assets, and FBT1) (Non-GAAP)
  $ 0.19     $ 0.22     $ 0.64     $ 0.57  
Less: Adjustments for share-based compensation expense, amortization of intangible assets, impairment of goodwill and intangible assets, and FBT1
  $ 0.06     $ 0.04     $ 0.56     $ 0.10  
Basic income per ADS (GAAP)
  $ 0.13     $ 0.18     $ 0.08     $ 0.47  
Reconciliation of diluted income per ADS (non-GAAP to GAAP)
                                 
    Three months ended   Nine months ended
    December 31,
2007
  December 31,
2006
  December 31,
2007
  December 31,
2006
                 
Diluted income per ADS (excluding share based compensation expense, amortization of intangible assets, impairment of goodwill and intangible assets, and FBT1) (Non-GAAP)
  $ 0.19     $ 0.21     $ 0.63     $ 0.53  
Less: Adjustments for share-based compensation expense, amortization of intangible assets, impairment of goodwill and intangible assets, and FBT1
  $ 0.06     $ 0.04     $ 0.55     $ 0.09  
Diluted income per ADS (GAAP)
  $ 0.13     $ 0.17     $ 0.08     $ 0.44  

 


 

WNS (HOLDINGS) LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share and per share data)
                 
    As of   As of
    December 31,   March 31,
    2007   2007
    (Unaudited)        
     
ASSETS
               
Current assets
               
Cash and cash equivalents
  $ 96,525     $ 112,340  
Bank deposits
          12,000  
Accounts receivable, net of allowance of $1,926 and $364, respectively
    55,372       40,592  
Funds held for clients
    6,445       6,589  
Employee receivable
    1,161       1,289  
Prepaid expenses
    4,812       2,162  
Prepaid income taxes
    4,095       3,225  
Deferred tax assets
    800       701  
Other current assets
    8,301       4,524  
 
               
Total current assets
    177,511       183,422  
 
               
Goodwill
    54,060       37,356  
Intangible assets, net
    10,184       7,091  
Property and equipment, net
    53,533       41,830  
Deposits
    10,214       3,081  
Deferred tax assets
    8,681       3,101  
 
               
TOTAL ASSETS
  $ 314,183     $ 275,881  
 
   
 
               
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current liabilities
               
Accounts payable
  $ 19,926     $ 18,751  
Accrued employee costs
    24,840       18,492  
Deferred revenue — current
    9,009       9,827  
Income taxes payable
    2,518       88  
Deferred tax liabilities
    224        
Other current liabilities
    27,212       16,252  
 
               
Total current liabilities
    83,729       63,410  
 
               
Deferred revenue — non current
    1,376       5,051  
Deferred rent
    2,369       1,098  
Accrued pension liability
    1,352       771  
Deferred tax liabilities — non current
    2,143       23  
 
               
Total liabilities
    90,969       70,353  
Shareholders’ equity:
               
Ordinary shares, $0.16 (£0.10) par value; Authorized 50,000,000 shares
Issued and outstanding: 42,120,137 and 41,842,879 shares, respectively
    6,574       6,519  
Additional paid-in-capital
    163,548       154,952  
Ordinary shares subscribed, nil and 30,022 shares, respectively
          137  
Retained earnings
    32,779       30,685  
Accumulated other comprehensive income
    20,313       13,235  
 
               
Total shareholders’ equity
    223,214       205,528  
 
               
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
  $ 314,183     $ 275,881