iSoftStone Reports Financial and Operating Results for the Third Quarter 2013
BEIJING, Nov. 26, 2013 /PRNewswire/ -- iSoftStone Holdings Limited ("iSoftStone" or "the Company,"NYSE: ISS), a leading China-based IT services provider, today reported its unaudited financial and operating results for the third quarter ended September 30, 2013.
Third quarter 2013 results
- Net revenues increased 12.9% to $111.3 million in the third quarter 2013 from $98.6 million in the third quarter 2012.
- Gross profit decreased 15.0% to $29.5 million in the third quarter 2013 from $34.7 million in the third quarter 2012.
- Net loss in the third quarter 2013 was $7.2 million compared with a net income of $7.5 million in the third quarter 2012.
- Non-GAAP net loss in the third quarter 2013 (note 1) was $1.9 million compared with a net income of $10.4 million in the third quarter 2012.
- Diluted earnings per American Depositary Share ("ADS") were a loss of $0.13 in the third quarter 2013 and an income of $0.13 in the third quarter 2012. Each ADS represents 10 ordinary shares.
- Non-GAAP diluted earnings per ADS (note 1) were a loss of $0.04 in the third quarter 2013 compared with an income of $0.18 in the third quarter 2012.
- Total number of employees increased 27.0% to 17,702 as of September 30, 2013 from 13,937 as of September 30, 2012.
First nine months 2013 results
- Net revenues increased 13.3% to $313.8 million in the first nine months 2013 from $276.9 million in the first nine months 2012.
- Gross profit increased 1.7% to $94.3 million in the first nine months 2013 from $92.7 million in the first nine months 2012.
- Net loss in the first nine months 2013 was $6.1 million compared with a net income of $14.4 million in the first nine months 2012.
- Non-GAAP net income (note 1) decreased 61.5% to $10.0 million in the first nine months 2013 from $25.9 million in the first nine months 2012.
- Diluted earnings per ADS were a loss of $0.11 in the first nine months 2013 and an income of $0.25 in the first nine months 2012. Each ADS represents 10 ordinary shares.
- Non-GAAP diluted earnings per ADS (note 1) were $0.17 in the first nine months 2013 compared with $0.44 in the first nine months 2012.
Mr. T.W. Liu, iSoftStone's Chairman and Chief Executive Officer, said, "The third quarter was challenging for us, especially in costs. Our revenues grew 12.9% from last year's third quarter, with the highest growth in IT services, up 21.2% in revenues, while Consulting & Solutions services revenues were down 8.4% mainly due to lower volume in SMART business as we worked off some of its backlog. Higher business volume came from our largest communications client and China banking clients, plus modest growth from our U.S. business, but was partly offset by lower revenues in the European and Japanese markets that continued to decline during the quarter.
"We have reviewed all significant current and future identifiable factors in our business, including structural changes in the industry and global economies, geographic markets, our service lines, and the client verticals that we have chosen to serve. We have concluded that our strategic direction remains valid: smooth effective operations in our joint venture with Huawei, gaining additional new business in China's banking, financial services, and insurance sector, and continuing to invest in our SMART business capabilities and emerging technologies that include big data, mobile, and cloud computing to support our clients' growth and accelerate their business expansions. In the short run, we must focus on continuing to deliver outstanding service to customers while mitigating cost increases and simultaneously improving quality, effectiveness, efficiency, and margins."
Results of operations for the third quarter 2013
Net revenues
Net revenues increased $12.8 million or 12.9% to $111.3 million in the third quarter 2013 from $98.6 million in the third quarter 2012, mainly due to relatively stronger demand for IT services from clients in Greater China, partially offset by declining demand from clients in Europe and Japan and slower growth from clients in the United States.
Net revenues by service line
We derive net revenues by providing an integrated suite of IT services and solutions, including (a) IT services, which primarily includes application development and maintenance ("ADM"), as well as R&D services and infrastructure and software services, (b) Consulting & Solutions, and (c) Business Process Outsourcing ("BPO"), services. The following table shows our net revenues by service line.
US$ in thousands, except % |
2012Q3 |
% |
2013Q3 |
% |
|
IT services |
|||||
ADM |
33,996 |
34.5% |
44,263 |
39.8% |
|
R&D |
24,763 |
25.1% |
28,566 |
25.7% |
|
Infrastructure and software |
2,210 |
2.2% |
1,070 |
1.0% |
|
IT services, total |
60,969 |
61.8% |
73,899 |
66.5% |
|
Consulting & Solutions |
34,056 |
34.6% |
31,210 |
28.0% |
|
BPO services |
3,538 |
3.6% |
6,211 |
5.5% |
|
Total net revenues |
98,563 |
100.0% |
111,320 |
100.0% |
Net revenues from IT services increased $12.9 million or 21.2% to $73.9 million in the third quarter 2013 from $61.0 million in the third quarter 2012 mainly due to increased business volume from our largest communications client and banking clients in China. Net revenues from Consulting & Solutions decreased $2.8 million or 8.4% to $31.2 million in the third quarter 2013 from $34.1 million in the third quarter 2012, mainly due to decreased demand from a technology client in China and a communications client in U.S. Net revenues from BPO services increased 75.6% to $6.2 million in the third quarter 2013 from $3.5 million in the third quarter 2012 mainly due to new project wins.
Net revenues by geographic markets
We classify our net revenues by the following geographic markets: Greater China (which includes mainland China, Taiwan, Hong Kong, and Macau) and Global (which includes the United States, Europe, Japan, and others), based on the headquarters locations of our clients. The following table shows our net revenues by geographic markets.
US$ in thousands, except % |
2012Q3 |
% |
2013Q3 |
% |
|
Greater China |
64,200 |
65.1% |
78,201 |
70.2% |
|
Global: |
|||||
United States |
21,066 |
21.4% |
22,146 |
19.9% |
|
Europe |
7,175 |
7.3% |
4,737 |
4.3% |
|
Japan |
5,743 |
5.8% |
5,415 |
4.9% |
|
Others |
379 |
0.4% |
821 |
0.7% |
|
Global total |
34,363 |
34.9% |
33,119 |
29.8% |
|
Total net revenues |
98,563 |
100.0% |
111,320 |
100.0% |
Reflecting the different conditions in different markets, in the third quarter 2013, net revenues in Greater China continued to grow faster than the net revenues in the Global market. Our net revenues from Greater China clients increased $14.0 million or 21.8% to $78.2 million in the third quarter 2013 from $64.2 million in the third quarter 2012 mainly due to increased business volume from our largest communications client and banking clients in China and continuous revenues generated from a China public sector consulting & solutions project won in the third quarter 2013. Net revenues from U.S. clients increased $1.1 million or 5.1% to $22.1 million in the third quarter 2013 from $21.1 million in the third quarter 2012 mainly due to increased demand from two technology clients, partially offset by reduced demand from a major communications client in the U.S. market. Net revenues from European clients decreased 34.0% to $4.7 million in the third quarter 2013 from $7.2 million in the third quarter 2012 due to the stop of business relationships with two European communication clients. Net revenues from Japanese clients decreased $0.3 million or 5.7% to $5.4 million in the third quarter 2013 from $5.7 million in the third quarter 2012.
Net revenues by client industry
We focus on serving clients in four target industry verticals, each with large and growing long-term demand for IT services and solutions: technology; communications; banking, financial services and insurance ("BFSI"); and energy, transportation, and public sector. The following table shows our net revenues by client industry.
US$ in thousands, except % |
2012Q3 |
% |
2013Q3 |
% |
|
Technology |
26,473 |
26.9% |
25,449 |
22.9% |
|
Communications |
35,342 |
35.9% |
43,067 |
38.7% |
|
BFSI |
22,407 |
22.7% |
25,306 |
22.7% |
|
Energy, transportation, and public |
8,487 |
8.6% |
10,673 |
9.6% |
|
Others |
5,854 |
5.9% |
6,825 |
6.1% |
|
Total net revenues |
98,563 |
100.0% |
111,320 |
100.0% |
Net revenues from technology clients decreased $1.0 million or 3.9% to $25.4 million in the third quarter 2013 from $26.5 million in the third quarter 2012 due to reduced demand from a major technology client in China. Net revenues from communications clients increased $7.7 million or 21.9% to $43.1 million in the third quarter 2013 from $35.3 million in the third quarter 2012 due to increased business volume from our largest communications client in China, partially offset by the decreased demand from a major communications client in United States and two European clients. Net revenues from BFSI clients increased $2.9 million or 12.9% to $25.3 million in the third quarter 2013 from $22.4 million in the third quarter 2012, attributable largely to IT services projects for domestic banks, partially offset by reduced revenue from a global financial institution client. Net revenues from energy, transportation, and public sector clients increased $2.2 million or 25.8% to $10.7 million in the third quarter 2013 from $8.5 million in the third quarter 2012 due to the recent winning of a new public sector consulting & solutions project. Net revenues from all other industries increased $1.0 million to $6.8 million in the third quarter 2013 from $5.9 million in the third quarter 2012.
Net revenues by five largest clients
Net revenues from our five largest clients totaled $56.4 million or 50.7% of total net revenues in the third quarter 2013 compared with $47.8 million or 48.5% in the third quarter 2012.
Net revenues by pricing method
We provide our services on a time-and-expense basis, a fixed-price basis, or for certain BPO services, on the basis of volume of work processed for our clients. The following table shows our net revenues by pricing method.
US$ in thousands, except % |
2012Q3 |
% |
2013Q3 |
% |
|
Time-and-expense basis |
39,124 |
39.7% |
41,277 |
37.1% |
|
Fixed-price basis |
58,568 |
59.4% |
68,451 |
61.5% |
|
Volume basis (BPO) |
871 |
0.9% |
1,592 |
1.4% |
|
Total net revenues |
98,563 |
100.0% |
111,320 |
100.0% |
Net revenues from time-and-expenses basis projects increased $2.2 million or 5.5% to $41.3 million in the third quarter 2013 from $39.1 million in the third quarter 2012. Net revenues from fixed-price basis projects increased $9.9 million or 16.9% to $68.5 million in the third quarter 2013 from $58.6 million in the third quarter 2012.
Cost of revenues, gross profit, and gross profit margin
Cost of revenues increased $18.0 million or 28.2% to $81.8 million in the third quarter 2013 from $63.8 million in the third quarter 2012 primarily due to higher salary and compensation costs as a result of organic growth of service delivery employees and the acquisition of a number of delivery teams from industry peers to enable and match the growth of our business.
Gross profit decreased $5.2 million or 15.0% to $29.5 million in the third quarter 2013 from $34.7 million in the third quarter 2012. Gross profit margin decreased to 26.5% in the third quarter 2013 from 35.2% in the third quarter 2012 primarily due to (1) change of business mix in the third quarter 2013 as less revenues were generated from consulting and solutions business and more revenues were generated from IT services and BPO type contracts which generally had lower gross margins than in the consulting and solutions business; (2) an increase in salary and compensation costs as a result of annual salary increases for delivery personnel, more idle costs as a result of one major client that was consolidating its vendors, more IT professionals who left our industry peers and joined us who were not yet fully productive during the transition period, more idle costs because we reserved more fresh graduate students to replace certain non-productive employees and there were certain duplicate labor costs during the replacing period, and (3) less government subsidies received in the third quarter 2013.
Operating expenses
Operating expenses increased by $10.2 million or 40.8% to $35.3 million in the third quarter 2013 from $25.0 million in the third quarter 2012 which were mainly from the increase of general and administrative expenses primarily due to (1) higher salary and compensation expenses as a result of annual salary increases for operations personnel; (2) higher professional expenses, mainly go-private related expenses and legal fees related to some ongoing litigations; and (3) higher depreciation and amortization expenses, partially offset by a decrease of rental expenses as a result of moving into the newly acquired office building in the second quarter 2013.
Income (loss) from operations
Loss from operations was $5.2 million in the third quarter 2013 compared with an income of $9.3 million in the third quarter 2012 due to the factors explained above.
Non-GAAP income from operations (note 1) decreased $12.0 million or 99.0% to $0.1 million in the third quarter 2013 from $12.2 million in the third quarter 2012 due to lower gross profit and higher operating expenses explained above.
Interest expense
Interest expense was $2.6 million in the third quarter 2013 compared with $0.5 million in the third quarter 2012. Interest expense in the third quarter 2013 and 2012 was incurred on bank borrowings and the increase was due to more bank borrowings to fund our working capital, office building, and business acquisition needs.
Income taxes (expense) benefit
Income tax benefit was $0.4 million in the third quarter 2013 compared with an income tax expense of $1.3 million in the third quarter 2012. The Company was in a loss position in the third quarter 2013 due to the factors explained above.
Net income (loss)
Net loss in the third quarter 2013 was $7.2 million, compared with a net income of $7.5 million in the third quarter 2012 due to the factors explained above.
Non-GAAP net loss in the third quarter 2013 was $1.9 million, compared with net income of $10.4 million in the third quarter 2012 due to the factors explained above.
Earnings per ADS
Basic earnings per ADS were a loss of $0.13 in the third quarter 2013 and an income of $0.13 in the third quarter 2012.
Diluted earnings per ADS were a loss of $0.13 in the third quarter 2013 and an income of $0.13 in the third quarter 2012.
Non-GAAP diluted earnings per ADS (note 1) were a loss of $0.04 in the third quarter 2013 and an income of $0.18 in the third quarter 2012.
Cash and cash flow
As of September 30, 2013, we had a cash balance of $86.0 million. Our net cash provided by operating activities in the third quarter 2013 was $8.2 million. Our net cash used in investing activities in the third quarter 2013 was $8.4 million, including $13.0 million of capital expenditures. Within the capital expenditures, $10.4 million related to the leasehold improvement of the newly acquired office facility in Beijing. In the third quarter 2013, we borrowed $23.4 million of short-term bank loans and repaid $20.0 million of short-term bank loans upon maturity.
Days sales outstanding, or DSO, was 196 days for the third quarter 2013 and 182 days for the third quarter 2012. DSO is calculated by dividing average accounts receivable, net of deferred revenues, by the period's gross revenues, and multiplying by the number of days in the period. The longer DSO in the third quarter 2013 was mainly due to faster revenue growth from domestic China clients, especially the clients in BFSI and public sectors, which tend to have longer payment cycles.
Results of operations for the first nine months 2013
Net revenues
Net revenues increased $36.9 million or 13.3% to $313.8 million in the first nine months 2013 from $276.9 million in the first nine months 2012 due to relatively stronger customer demand for IT services in Greater China, partially offset by declining demand from some global clients.
Net revenues by service line
The following table shows our net revenues by service line.
US$ in thousands, except % |
First Nine |
% |
First Nine |
% |
|
IT services |
|||||
ADM |
92,467 |
33.4% |
115,184 |
36.7% |
|
R&D |
77,600 |
28.0% |
77,937 |
24.8% |
|
Infrastructure and software |
7,896 |
2.9% |
3,657 |
1.2% |
|
IT services, total |
177,963 |
64.3% |
196,778 |
62.7% |
|
Consulting & Solutions |
89,341 |
32.3% |
101,471 |
32.3% |
|
BPO services |
9,621 |
3.4% |
15,598 |
5.0% |
|
Total net revenues |
276,925 |
100.0% |
313,847 |
100.0% |
Net revenues from IT Services increased $18.8 million or 10.6% to $196.8 million in the first nine months 2013 from $178.0 million in the first nine months 2012 mainly due to increased business volume from our largest communications client and other banking clients in China. Net revenues from Consulting & Solutions increased $12.1 million or 13.6% to $101.5 million in the first nine months 2013 from $89.3 million in the first nine months 2012 mainly due to revenue generated from public sector consulting & solutions projects won in 2013, partially offset by the decreased demand from a technology client in China and a communications client in U.S. Net revenues from BPO services increased 62.1% to $15.6 million in the first nine months 2013 from $9.6 million in the first nine months 2012 due to new project wins.
Net revenues by geographic markets
The following table shows our net revenues by geographic markets.
US$ in thousands, except % |
First Nine |
% |
First Nine |
% |
|
Greater China |
171,551 |
61.9% |
217,403 |
69.3% |
|
Global: |
|||||
United States |
66,369 |
24.0% |
62,432 |
19.9% |
|
Europe |
19,486 |
7.0% |
15,131 |
4.8% |
|
Japan |
18,018 |
6.5% |
16,403 |
5.2% |
|
Others |
1,501 |
0.6% |
2,478 |
0.8% |
|
Global total |
105,374 |
38.1% |
96,444 |
30.7% |
|
Total net revenues |
276,925 |
100.0% |
313,847 |
100.0% |
Our net revenues from Greater China clients increased $45.9 million or 26.7% to $217.4 million in the first nine months 2013 from $171.6 million in the first nine months 2012 mainly due to increased business volume from our largest communications client and other banking clients in China and continuous revenue generated from China public sector consulting & solutions projects won in 2013. Net revenues from U.S. clients decreased $3.9 million or 5.9% to $62.4 million in the first nine months 2013 from $66.4 million in the first nine months 2012 mainly due to reduced demand from a major communications client in the United States. Net revenues from European clients decreased $4.4 million or 22.3% to $15.1 million in the first nine months 2013 from $19.5 million in the first nine months 2012 due to the stop of business relationships with two European communications clients. Net revenues from Japanese clients decreased $1.6 million or 9.0% to $16.4 million in the first nine months 2013 from $18.0 million in the first nine months 2012.
Net revenues by client industry
The following table shows our net revenues by client industry.
US$ in thousands, except % |
First Nine |
% |
First Nine |
% |
|
Technology |
78,550 |
28.4% |
73,688 |
23.5% |
|
Communication |
101,684 |
36.7% |
115,697 |
36.9% |
|
BFSI |
57,427 |
20.7% |
67,086 |
21.4% |
|
Energy, transportation, and public |
23,326 |
8.4% |
36,096 |
11.5% |
|
Others |
15,938 |
5.8% |
21,280 |
6.7% |
|
Total net revenues |
276,925 |
100.0% |
313,847 |
100.0% |
Net revenues from technology clients decreased $4.9 million or 6.2% to $73.7 million in the first nine months 2013 from $78.6 million in the first nine months 2012 due to reduced demand from a major technology client in China. Net revenues from communications clients increased $14.0 million or 13.8% to $115.7 million in the first nine months 2013 from $101.7 million in the first nine months 2012 due to increased business volume from our largest communications client in China, partially offset by the decreased demand from a major communications client in United States and two European clients. Net revenues from BFSI clients increased $9.7 million or 16.8% to $67.1 million in the first nine months 2013 from $57.4 million in the first nine months 2012, attributable largely to IT services projects for domestic banks, partially offset by reduced revenue from a global financial institution client. Net revenues from energy, transportation, and public sector clients increased $12.8 million or 54.8% to $36.1 million in the first nine months 2013 from $23.3 million in the first nine months 2012, which was largely due to recent winning of some new public sector consulting & solution projects. Net revenues from all other industries increased $5.3 million to $21.3 million in the first nine months 2013 from $15.9 million in the first nine months 2012 resulting from three new project wins from a Chinese real estate development company, a global cosmetic company, and a global BPO company.
Net revenues by five largest clients
Net revenues from our five largest clients totaled $153.2 million or 48.8% of total net revenues in the first nine months 2013 compared with $128.1 million or 46.2% in the first nine months 2012.
Net revenues by pricing method
The following table shows our net revenues by pricing method.
US$ in thousands, except % |
First Nine |
% |
First Nine |
% |
|
Time-and-expense basis |
103,041 |
37.3% |
116,182 |
37.1% |
|
Fixed-price basis |
171,827 |
62.0% |
193,989 |
61.8% |
|
Volume basis (BPO) |
2,057 |
0.7% |
3,676 |
1.1% |
|
Total net revenues |
276,925 |
100.0% |
313,847 |
100.0% |
Net revenues from time-and-expenses basis projects increased $13.1 million or 12.8% to $116.2 million in the first nine months 2013 from $103.0 million in the first nine months 2012. Net revenues from fixed-price basis projects increased $22.2 million or 12.9% to $194.0 million in the first nine months 2013 from $171.8 million in the first nine months 2012. Net revenues from volume basis projects increased $1.6 million or 78.7% to $3.7 million in the first nine months 2013 from $2.1 million in the first nine months 2012.
Cost of revenues, gross profit, and gross profit margin
Cost of revenues increased $35.4 million or 19.2% to $219.6 million in the first nine months 2013 from $184.2 million in the first nine months 2012 primarily due to increase of salary and compensation costs as a result of organic growth of service delivery employees and the acquisition of a number of delivery teams from industry peers to enable and match the growth of our business.
Gross profit increased $1.6 million or 1.7% to $94.3 million in the first nine months 2013 from $92.7 million in the first nine months 2012. Gross profit margin decreased to 30.0% in the first nine months 2013 from 33.5% in the first nine months 2012 primarily due to (1) an increase in salary and compensation costs as a result of annual salary increases for delivery personnel, more idle costs because one major client was consolidating its vendors, more people left our industry peers and joined us who were not fully productive during the transition period, and more idle costs because we reserved more fresh graduate students to replace certain non-productive employees and there were certain duplicate labor costs during the replacing period and (2) less government subsidies received in the first nine months 2013.
Operating expenses
Operating expenses increased $17.7 million or 23.8% to $91.9 million in the first nine months 2013 from $74.2 million in the first nine months 2012 primarily due to (1) higher salary and compensation expenses as a result of annual salary increases for operations personnel; (2) higher rental and office reallocation expenses in connection with relocating our headquarters in Beijing and terminating rental contracts in Tianjin and Changsha; and (3) higher professional expenses, mainly go-private related expenses and legal fees related to some ongoing litigations.
Income (loss) from operations
Loss from operations was $1.4 million in the first nine months 2013 compared with an income of $17.7 million in the first nine months 2012 due to the factors explained above and a preexisting lease contract loss included in other expense.
Non-GAAP income from operations (note 1) decreased $14.5 million or 49.7% to $14.7 million in the first nine months 2013 from $29.2 million in the first nine months 2012.
Interest expense
Interest expense was $5.6 million in the first nine months 2013 and $1.1 million in the first nine months 2012. Interest expense in the first nine months 2013 and 2012 was incurred on bank borrowings and the increase was due to more bank borrowings to fund our working capital, office building, and business acquisition needs.
Income taxes (expense) benefit
Income tax benefit was $0.6 million in the first nine months 2013 compared with an expense of $2.4 million in the first nine months 2012.
Net income (loss)
Net loss was $6.1 million in the first nine months 2013 compared with an income of $14.4 million in the first nine months 2012 due to the factors explained above.
Non-GAAP net income (note 1) decreased $15.9 million or 61.5% to $10.0 million in the first nine months 2013 from $25.9 million in the first nine months 2012.
Earnings per ADS
Basic earnings per ADS were a loss of $0.11 in the first nine months 2013 and an income of $0.26 in the first nine months 2012.
Diluted earnings per ADS were a loss of $0.11 in the first nine months 2013 and an income of $0.25 in the first nine months 2012.
Non-GAAP diluted earnings per ADS (note 1) were $0.17 in the first nine months 2013 and $0.44 in the first nine months 2012.
Cash and cash flow
As of September 30, 2013, we had a cash balance of $86.0 million. Our net cash used in operating activities in the first nine months 2013 was $32.0 million. Our net cash used in investing activities in the first nine months 2013 was $74.9 million, including $27.6 million of capital expenditures and $49.7 million payment for acquisition of our new headquarters office building. Within the capital expenditures, $13.5 million related to the leasehold improvement of the newly acquired office facility in Beijing. In the first nine months 2013, we borrowed $89.4 million under short-term bank loans and $14.6 million under long-term bank loans to fund our growth, office building, and business acquisition and repaid $30.4 million of short-term bank loans upon maturity.
Days sales outstanding was 186 days for the first nine months 2013 and 169 days for the first nine months 2012.
Recent developments
Announced Receipt of Revised "Going Private" Offer
Independent committee of the Company's board of directors (the "Independent Committee") had received a revised offer (the "Offer"), dated November 2, 2013, from a consortium (the "Consortium") consisting of (i) Mr. Tianwen Liu, the chief executive officer and the chairman of the board of directors of the Company, (ii) ChinaAMC Capital Management Limited ("ChinaAMC"), an alternative investment platform and an affiliate of China Asset Management (Hong Kong) Limited, and (iii) Accurate Global Limited, Advance Orient Limited and CSOF Technology Investments Limited, to acquire all of the Company's outstanding ordinary shares not currently owned by the Consortium for $0.545 per ordinary share or $5.45 per American depositary share ("ADS," each representing ten ordinary shares of the Company) in cash (the "Transaction"), subject to certain conditions. The Offer adjusted down the proposed price of $0.585 per ordinary share or $5.85 per ADS in the non-binding proposal received by the Company's board of directors from Mr. Liu and ChinaAMC on June 6, 2013.
The Independent Committee, which was formed to consider the proposed transaction and any potential alternative transactions involving the Company, with assistance from its financial and legal advisors, is in the process of evaluating the revised Offer and any alternative proposals it may receive. The Independent Committee cautions the Company's shareholders that no decision has been made by the Independent Committee or the Company's board of directors with respect to the Company's response to the revised Offer and there can be no assurance that any agreement will be executed or that this or any other transaction will be approved or consummated.
Option repricing
As described below, on October 8, 2013, our Board of Directors approved an option repricing which was effective on October 24, 2013. In determining that the repricing was appropriate and in the best interests of the Company, the Board, among other things, (i) determined that the prolonged low trading price of our ADSs and the per-share exercise prices of the outstanding options to be repriced relative to the current fair market value of our securities no longer provided the level of incentives intended by the Company at the time they were granted; and (ii) considered the services performed and expected to be performed by the individuals to whom such options had been granted, the intangible benefits to be derived by us from creating continued incentives for such individuals, and other relevant facts and circumstances.
In respect of 29.9 million outstanding ordinary share options with an original exercise price of $0.5 to $0.65 per share held by certain non-U.S. holders, the respective exercise price was reduced to $0.456 per share (being the average of the per-share equivalent closing price (in regular trading) for our ADSs for the period of sixty days immediately prior to the public announcement on June 6, 2013 of the go-private proposal).
In respect of 8.5 million outstanding ordinary share options with an original exercise price of $0.5 to $0.65 per share held by a limited number of U.S. holders, the respective exercise price was reduced to $0.518 per share (being the per-share equivalent closing price (in regular trading) for our ADSs on October 24, 2013).
Such outstanding option (whether or not previously vested) would be amended to provide that each vesting installment of such outstanding option will be unvested and will vest on the later to occur of July 24, 2014 or the original vesting date of such outstanding option, subject in each case to the holder's continued employment or service with the Company or one of its subsidiaries through the applicable new vesting date.
Share increase for the Performance Incentive Plan (the "2010 Plan")
On October 8, 2013, the Board of Directors of the Company approved to increase the existing share limit under the 2010 Plan by an additional 5,000,000 ordinary shares, subject to the limitations of the 2010 Plan, for future incentives purpose in light of current circumstances.
Treasury share cancellation
The Company's wholly-owned subsidiary iSoftStone Hong Kong Limited previously purchased 1,933,455 of its Ordinary Shares, which shares were outstanding and treated by the Company as treasury shares. On October 8, 2013, the Board of Directors of the Company approved cancellation of the treasury shares.
Outlook for the fourth quarter 2013
For the fourth quarter 2013, iSoftStone expects to achieve the following targets:
- Net revenues for the fourth quarter 2013 to be at least $120 million.
- Net loss for the fourth quarter 2013 to be at most $7.0 million.
- Non-GAAP net loss for the fourth quarter 2013 to be at most $3.0 million.
- Non-GAAP diluted earnings per ADS for the fourth quarter 2013 to be at most a loss of $0.05, assuming 58.3 million average ADSs will be outstanding in the fourth quarter 2013. One ADS represents 10 ordinary shares.
Non-GAAP measures
To supplement our financial results presented in accordance with U.S. generally accepted accounting principles ("GAAP"), we use various non-GAAP financial measures that are adjusted from results based on U.S. GAAP to exclude share-based compensation, amortization of intangible assets from acquisitions, and changes in fair value of contingent consideration in business combinations and a preexisting contract loss related to the acquisition of our Beijing headquarters facility in May 2013.
Reconciliations of our non-GAAP financial measures to our U.S. GAAP financial measures are shown in tables at the end of this earnings release, which provide more details about the non-GAAP financial measures.
Our non-GAAP financial information is provided as additional information to help investors compare business trends among different reporting periods on a consistent basis and to enhance investors' overall understanding of the historical and current financial performance of our continuing operations and our prospects for the future. Our non-GAAP financial information should be considered in addition to results prepared in accordance with U.S. GAAP, but should not be considered a substitute for or superior to U.S. GAAP results. In addition, our calculation of this non-GAAP financial information may be different from the calculation used by other companies, and therefore comparability may be limited.
Note 1
Our non-GAAP information (including non-GAAP operating expenses, income from operations, net income, and diluted earnings per ADS) excludes share-based compensation, changes in fair value of contingent consideration in connection with business combination, amortization of intangible assets from acquisitions, and preexisting contract loss. For reconciliations of our non-GAAP measures to our U.S. GAAP measures, please see the reconciliation tables at the end of this earnings release.
Conference Call on November 26, 2013
iSoftStone will host an earnings conference call and live webcast covering its third quarter 2013 financial results on November 26, 2013 at 8:00 a.m. Eastern Standard Time (New York), which is also 9:00 p.m. in Beijing and Hong Kong on November 26.
The dial-in details for the live conference call are:
U.S. toll-free |
1 866 519 4004 |
U.K. toll-free |
080 8234 6646 |
Norway toll-free |
8001 0719 |
Netherlands toll-free |
0800 022 1931 |
China toll-free mobile |
400 620 8038 |
China toll-free land line |
800 819 0121 |
Hong Kong local |
852 2475 0994 |
Hong Kong toll-free |
800 930 346 |
U.S. toll |
1 845 675 0437 |
International toll |
+65 6723 9381 |
Conference ID |
1482 0393 |
Participant password |
ISS |
A live and archived webcast of the conference call will be available on the Investors section of iSoftStone's website at www.isoftstone.com. To join the webcast, please go to iSoftStone's website at least 15 minutes before the start of the call to register and download and install any necessary audio software.
A telephone replay of the call will be available about two hours after the conclusion of the conference call through 11:59 p.m. Eastern Standard Time on December 3, 2013. The dial-in details for the telephone replay are:
U.S. toll-free |
1 855 452 5696 |
United Kingdom toll-free |
0 808 234 0072 |
China toll-free mobile English |
400 632 2162 |
China toll-free mobile Mandarin |
400 602 2065 |
China toll-free land line English |
800 870 0205 |
China toll-free land line Mandarin |
800 870 0206 |
Hong Kong toll-free |
800 963 117 |
Singapore toll-free |
800 616 2305 |
Japan toll-free English |
012 095 9034 |
Japan toll-free Japanese |
012 095 9102 |
International toll |
+61 2 8199 0299 |
U.S. toll |
1 646 254 3697 |
Conference ID |
1482 0393 |
Safe harbor statement
This news release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements include our preliminary unaudited results for the third quarter 2013, our financial outlook for the fourth quarter 2013, the success of our strategy of focusing on key business drivers (including focusing on growing our ISST and domestic BFSI businesses, continued investment in our SMART business capabilities and investments in emerging technologies that include big data, mobile, and cloud computing) while at the same time focusing on mitigating cost increases and simultaneously improving our profit margins and operating cash flows despite a challenging global economic environment and slowdown of the Chinese and global economics, and the anticipated benefits of the recent acquisition of, and relocation to, our new Beijing headquarters facilities.
Our forward-looking statements are not historical facts but instead represent only our belief regarding expected results and events, many of which, by their nature, are inherently uncertain and outside of our control. Our actual results and other circumstances may differ, possibly materially, from the anticipated results and events indicated in these forward-looking statements. Announced results for the third quarter 2013 are preliminary, unaudited, and subject to audit adjustment. Our purchase of the Beijing headquarters and IT operations building may not achieve lower immediate and long-term costs of ownership versus leasing. In addition, we may not meet our financial outlook for the fourth quarter 2013, continue to execute our strategy, including expanding our business drivers, focusing on cash flow and margin improvement, and investing in technical competencies and domain expertise to support future growth, or otherwise grow our business in the manner planned, successfully complete planned acquisitions, strategic investments or joint ventures or recognize the anticipated benefits of our acquisitions, strategic investments or joint venture, on a timely basis or at all. Our clients may vary their purchasing patterns in response to the economic environment in Greater China and globally. In addition, other risks and uncertainties that could cause our actual results to differ from what we currently anticipate include: our ability to effectively manage our rapid growth; intense competition from China-based and international IT services companies; our ability to attract and retain sufficiently trained professionals to support our operations; and our ability to anticipate and develop new services and enhance existing services to keep pace with rapid changes in technology and in our selected industries. For additional information on these and other important factors that could adversely affect our business, financial condition, results of operations, and prospects, please see "Risk Factors" that begins on page 7 of our 2012 Annual Report on Form 20-F that we filed with the U.S. Securities and Exchange Commission on April 24, 2013, which can be found on our website at www.isoftstone.com and at www.sec.gov.
All projections (including our fourth quarter 2013 financial outlook) in this release are based on limited information currently available to us, which is subject to change. Although these projections and the factors influencing them will likely change, we undertake no obligation to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Such information speaks only as of the date of this release.
About iSoftStone Holdings Limited
Founded in 2001, iSoftStone is a leading China-based IT services provider serving both greater China and global clients. iSoftStone provides an integrated suite of IT services and solutions, including consulting & solutions, IT services, and business process outsourcing services. The company focuses on industry verticals that include technology, communications, banking, financial services, insurance, energy, transportation, and public sectors.
iSoftStone's American depositary shares began trading on the New York Stock Exchange on December 14, 2010.
For more information, please visit www.isoftstone.com.
iSoftStone Holdings Limited
Mr. Jonathan Zhang
Chief Financial Officer
[email protected]
Christensen
Mr. Tom Myers
[email protected]
Beijing +86 139 1141 3520
iSoftStone Holdings Limited |
||||||||
Unaudited Condensed Consolidated Statement of Operations |
||||||||
(US dollars in thousands, except per share data) |
||||||||
Three months |
Nine months |
|||||||
ended September 30 |
ended September 30 |
|||||||
2012 |
2013 |
2012 |
2013 |
|||||
Revenues |
99,192 |
111,456 |
280,985 |
314,465 |
||||
Business tax |
(629) |
(136) |
(4,060) |
(618) |
||||
Net revenues |
98,563 |
111,320 |
276,925 |
313,847 |
||||
Cost of revenues |
(63,834) |
(81,813) |
(184,237) |
(219,597) |
||||
Gross profit |
34,729 |
29,507 |
92,688 |
94,250 |
||||
Operating expenses: |
||||||||
General and administrative expenses |
(15,795) |
(24,601) |
(46,609) |
(61,997) |
||||
Selling and marketing expenses |
(7,817) |
(8,838) |
(23,953) |
(24,730) |
||||
Research and development expenses |
(1,431) |
(1,816) |
(3,650) |
(5,151) |
||||
Total operating expenses |
(25,043) |
(35,255) |
(74,212) |
(91,878) |
||||
Change in fair value of contingent consideration in connection with business combination |
(132) |
(79) |
(642) |
(201) |
||||
Other (expense) income, net |
(476) |
105 |
(654) |
(4,358) |
||||
Government subsidies |
172 |
545 |
481 |
778 |
||||
Income (loss) from operations |
9,250 |
(5,177) |
17,661 |
(1,409) |
||||
Interest income |
142 |
187 |
657 |
675 |
||||
Interest expense |
(530) |
(2,649) |
(1,101) |
(5,612) |
||||
Income (loss) before provision for income taxes and loss in equity method investments, net of income taxes |
8,862 |
(7,639) |
17,217 |
(6,346) |
||||
Income taxes (expense) benefit |
(1,277) |
351 |
(2,444) |
617 |
||||
Income (loss) after income tax before loss in equity method investments, net of income taxes |
7,585 |
(7,288) |
14,773 |
(5,729) |
||||
(Loss) income in equity method investments, net of income taxes |
(115) |
67 |
(348) |
(370) |
||||
Net income (loss) |
7,470 |
(7,221 ) |
14,425 |
(6,099) |
||||
Less: Net (loss) income attributable to noncontrolling interest |
(62) |
452 |
14 |
208 |
||||
Net income (loss) attributable to iSoftStone Holdings Limited |
7,532 |
(7,673) |
14,411 |
(6,307) |
||||
Earnings (loss) per share (In US$) |
||||||||
Basic |
0.01 |
(0.01) |
0.03 |
(0.01) |
||||
Diluted |
0.01 |
(0.01) |
0.02 |
(0.01) |
||||
Earnings (loss) per ADS (In US$) |
||||||||
Basic |
0.13 |
(0.13) |
0.26 |
(0.11) |
||||
Diluted |
0.13 |
(0.13) |
0.25 |
(0.11) |
||||
Weighted average shares (In thousands) |
||||||||
Basic |
566,978 |
577,990 |
562,853 |
571,905 |
||||
Diluted |
578,041 |
577,990 |
584,337 |
571,905 |
||||
iSoftStone Holdings Limited |
|||||||
Unaudited Condensed Consolidated Statement of Comprehensive Income |
|||||||
(US dollars in thousands, except per share data) |
|||||||
Three months |
Nine months |
||||||
ended September 30 |
ended September 30 |
||||||
2012 |
2013 |
2012 |
2013 |
||||
Net income (loss) |
7,470 |
(7,221) |
14,425 |
(6,099) |
|||
Other comprehensive income, net of tax of nil |
|||||||
Changes in cumulative foreign currency translation adjustment |
3,074 |
940 |
604 |
4,507 |
|||
Comprehensive income (loss) |
10,544 |
(6,281) |
15,029 |
(1,592) |
|||
Less: comprehensive (loss) income attributed to the noncontrolling interest |
(1) |
472 |
55 |
318 |
|||
Comprehensive income (loss) attributed to iSoftStone Holdings Limited |
10,545 |
(6,753) |
14,974 |
(1,910) |
iSoftStone Holdings Limited |
|||
Unaudited Condensed Consolidated Balance Sheets |
|||
( US dollars in thousands) |
|||
December 31 |
September 30 |
||
2012 |
2013 |
||
Cash |
116,597 |
85,968 |
|
Restricted cash |
8,743 |
6,271 |
|
Accounts receivable, net of allowance |
202,202 |
251,969 |
|
Other current assets |
19,772 |
33,498 |
|
Total current assets |
347,314 |
377,706 |
|
Property and equipment |
67,768 |
144,423 |
|
Land use right |
3,202 |
39,349 |
|
Intangible assets |
5,945 |
5,215 |
|
Goodwill |
26,983 |
32,520 |
|
Other non-current assets |
15,298 |
12,472 |
|
Total assets |
466,510 |
611,685 |
|
Accounts payable |
21,895 |
18,833 |
|
Deferred revenue |
9,693 |
10,329 |
|
Short-term borrowings |
54,012 |
118,709 |
|
Other current liabilities |
43,878 |
65,447 |
|
Total current liabilities |
129,478 |
213,318 |
|
Long-term borrowings |
- |
40,703 |
|
Other non-current liabilities |
4,048 |
11,580 |
|
Total liabilities |
133,526 |
265,601 |
|
Shareholders' equity (Note a) |
330,073 |
338,829 |
|
Noncontrolling interest |
2,911 |
7,255 |
|
Total liabilities and shareholders' equity |
466,510 |
611,685 |
|
Note a: |
|||
As of September 30, 2013, the number of ordinary shares issued and outstanding was 582,504,751. |
iSoftStone Holdings Limited |
|||||||
Unaudited Condensed Consolidated Statement of Cash Flows |
|||||||
(US dollars in thousands) |
|||||||
Three months |
Nine months |
||||||
ended September 30 |
ended September 30 |
||||||
2012 |
2013 |
2012 |
2013 |
||||
Cash flows from operating activities: |
|||||||
Net income (loss) |
7,470 |
(7,221) |
14,425 |
(6,099) |
|||
Adjustments to reconcile net income to net cash used in operating activities: |
|||||||
Share-based compensation |
1,982 |
4,677 |
8,852 |
10,066 |
|||
Depreciation and amortization of property and equipment |
2,242 |
4,458 |
6,804 |
10,390 |
|||
Amortization of intangible assets |
981 |
747 |
2,435 |
2,202 |
|||
Amortization of land use right |
18 |
208 |
54 |
307 |
|||
Provision of allowance for doubtful accounts |
138 |
605 |
231 |
862 |
|||
Loss (income) on equity method investments |
115 |
(67) |
348 |
370 |
|||
Loss on disposal of property and equipment |
45 |
88 |
158 |
189 |
|||
Changes in fair value of contingent consideration in connection with business combinations |
132 |
79 |
642 |
201 |
|||
Preexisting contract loss |
- |
- |
- |
4,106 |
|||
Changes in operating assets and liabilities: |
|||||||
Accounts receivable |
(11,527) |
447 |
(60,358) |
(46,996) |
|||
Other assets |
(4,065) |
(3,773) |
(5,174) |
(12,007) |
|||
Accounts payable |
(2,436) |
3,339 |
(2,467) |
(1,606) |
|||
Other liabilities |
352 |
4,627 |
491 |
5,975 |
|||
Net cash (used in) provided by operating activities |
(4,553) |
8,214 |
(33,559) |
(32,040) |
|||
Cash flows from investing activities: |
|||||||
Purchase of property and equipment |
(6,665) |
(13,013) |
(15,870) |
(27,639) |
|||
Cost of long-term investments |
(1,429) |
- |
(1,429) |
- |
|||
Proceeds from sales of long-term investments |
1,836 |
- |
2,413 |
- |
|||
Consideration paid for business acquisitions |
(405) |
(653) |
(2,155) |
(49,702) |
|||
Consideration paid for acquiring of noncontrolling interest |
(9) |
- |
(9) |
- |
|||
Restricted cash |
207 |
5,288 |
925 |
2,471 |
|||
Net cash used in investing activities |
(6,465) |
(8,378) |
(16,125) |
(74,870) |
|||
Cash flows from financing activities: |
|||||||
Proceeds from exercise of options |
74 |
78 |
1,867 |
599 |
|||
Capital contribution from noncontrolling interest shareholder |
- |
- |
436 |
4,025 |
|||
Proceeds from short term borrowings |
22,672 |
23,428 |
24,257 |
89,406 |
|||
Proceeds from long term borrowings |
- |
- |
- |
14,623 |
|||
Payments of short term borrowings |
- |
(19,999) |
(1,585) |
(30,380) |
|||
Deferred and contingent consideration paid for business acquisitions |
- |
(531) |
(3,980) |
(2,859) |
|||
Net cash provided by financing activities |
22,746 |
2,976 |
20,995 |
75,414 |
|||
Effect of exchange rate changes |
659 |
320 |
(48) |
867 |
|||
Net increase (decrease) in cash |
12,387 |
3,132 |
(28,737) |
(30,629) |
|||
Cash at beginning of period |
60,072 |
82,836 |
101,196 |
116,597 |
|||
Cash at end of period |
72,459 |
85,968 |
72,459 |
85,968 |
iSoftStone Holdings Limited |
||||||||||||
Reconciliation of Non-GAAP financial measures to comparable GAAP measures |
||||||||||||
(US dollars in thousands, except per share data) |
||||||||||||
1. Reconciliation of Non-GAAP financial operating expenses, income from operations, and net income to comparable GAAP measures. |
||||||||||||
Three months |
Three months |
|||||||||||
ended September 30, 2012 |
ended September 30, 2013 |
|||||||||||
GAAP |
Adjustments |
Non-GAAP |
GAAP |
Adjustments |
Non-GAAP |
|||||||
Operating expenses |
(25,043) |
2,428(a) |
(22,615) |
(35,255) |
5,043(c) |
(30,212) |
||||||
Income (loss) from operations |
9,250 |
2,900(a)(b) |
12,150 |
(5,177) |
5,296(c)(d) |
119 |
||||||
Net income (loss) |
7,470 |
2,900(a)(b) |
10,370 |
(7,221) |
5,296(c)(d) |
(1,925) |
||||||
Nine months |
Nine months |
|||||||||||
ended September 30, 2012 |
ended September 30, 2013 |
|||||||||||
GAAP |
Adjustments |
Non-GAAP |
GAAP |
Adjustments |
Non-GAAP |
|||||||
Operating expenses |
(74,212) |
10,008(e) |
(64,204) |
(91,878) |
11,100(g) |
(80,778) |
||||||
Income (loss) from operations |
17,661 |
11,493(e)(f) |
29,154 |
(1,409) |
16,080(g)(h) |
14,671 |
||||||
Net income (loss) |
14,425 |
11,493 (e)(f) |
25,918 |
(6,099) |
16,080(g)(h) |
9,981 |
||||||
Notes: |
||||||||||||
(a) Adjustments to exclude share-based compensation of $1,849 and amortization of intangible assets from acquisitions of $579 from the unaudited condensed consolidated statements. |
||||||||||||
(b) Adjustments to exclude share-based compensation of $133, amortization of intangible assets from acquisitions of $207, and changes in fair value of contingent consideration connection with business combinations of $132 from the unaudited condensed consolidated statements. |
||||||||||||
(c) Adjustments to exclude share-based compensation of $4,561 and amortization of intangible assets from acquisitions of $482 from the unaudited condensed consolidated statements. |
||||||||||||
(d) Adjustments to exclude share-based compensation of $116, amortization of intangible assets arising from acquisitions of $58, and changes in fair value of contingent consideration in connection with business combinations of $79 from the unaudited condensed consolidated statements. |
||||||||||||
(e) Adjustments to exclude share-based compensation of $8,466 and amortization of intangible assets from acquisitions of $1,542 from the unaudited condensed consolidated statements. |
||||||||||||
(f) Adjustments to exclude share-based compensation of $385, amortization of intangible assets from acquisitions of $458, and changes in fair value of contingent consideration connection with business combinations of $642 from the unaudited condensed consolidated statements. |
||||||||||||
(g) Adjustments to exclude share-based compensation of $9,711 and amortization of intangible assets from acquisitions of $1,389 from the unaudited condensed consolidated statements. |
||||||||||||
(h) Adjustments to exclude share-based compensation of $356, amortization of intangible assets arising from acquisitions of $317, changes in fair value of contingent consideration in connection with business combinations of $201, and preexisting contract loss of $4,106 from the unaudited condensed consolidated statements. |
2. Reconciliation of diluted EPS to Non-GAAP diluted EPS |
|||||||
Three months ended September 30, 2012 |
Three months ended September 30, 2013 |
||||||
GAAP measures |
Adjustments |
Non-GAAP measures |
GAAP measures |
Adjustments |
Non-GAAP measures |
||
Weighted average ordinary shares outstanding used in computing diluted EPS (in thousands) |
578,041 |
- |
578,041 |
577,990(a) |
- |
577,990(a) |
|
Diluted earnings per share (in US$) |
0.01 |
0.02 |
(0.01) |
- |
|||
Diluted earnings per ADS (in US$) |
0.13 |
0.18 |
(0.13) |
(0.04) |
|||
Nine months ended September 30, 2012 |
Nine months ended September 30, 2013 |
||||||
GAAP measures |
Adjustments |
Non-GAAP measures |
GAAP measures |
Adjustments |
Non-GAAP measures |
||
Weighted average ordinary shares outstanding used in computing diluted EPS (in thousands) |
584,337 |
- |
584,337 |
571,905 |
10,911(b) |
582,816 |
|
Diluted earnings per share (in US$) |
0.02 |
0.04 |
(0.01) |
0.02 |
|||
Diluted earnings per ADS (in US$) |
0.25 |
0.44 |
(0.11) |
0.17 |
|||
Note: |
|||||||
(a) In the earning release for the second quarter 2013, we estimated 59.0 million average ADSs or 590.0 million shares would be outstanding in the third quarter 2013.The difference from the estimate of 590.0 million to the actual number of 578.0 million shares was primarily due to that the impact of the share options and share units was anti-dilutive and was not included. |
|||||||
(b) The adjustments represent addition of impact of share options and share units assumed to have been exercised or vested at the beginning of period (or at time of issuance, if later). |
|||||||
SOURCE iSoftStone Holdings Limited
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