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EX-31.1 - EXHIBIT 31.1 - EPAM Systems, Inc.exhibit311q32015.htm
EX-32.2 - EXHIBIT 32.2 - EPAM Systems, Inc.exhibit322q32015.htm
EX-31.2 - EXHIBIT 31.2 - EPAM Systems, Inc.exhibit312q32015.htm
EX-32.1 - EXHIBIT 32.1 - EPAM Systems, Inc.exhibit321q32015.htm
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2015

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________to________

Commission file number: 001-35418

EPAM SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)


Delaware
223536104
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
 
41 University Drive, Suite 202
Newtown, Pennsylvania
18940
(Address of principal executive offices)
(Zip code)
267-759-9000
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer
x
Accelerated filer
¨
 
 
 
 
Non-accelerated filer
¨ (Do not check if a smaller reporting company)
Smaller reporting company
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No   x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Title of Each Class
Outstanding as of October 30, 2015
Common Stock, par value $0.001 per share
49,971,442 shares

 


EPAM SYSTEMS, INC.

TABLE OF CONTENTS

 
Page




PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
EPAM SYSTEMS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(US Dollars in thousands, except share and per share data)

 
As of  
 September 30, 
 2015
 
As of  
 December 31, 
 2014
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
214,443

 
$
220,534

Time deposits
30,000

 

Accounts receivable, net of allowance of $2,216 and $2,181, respectively
125,683

 
124,483

Unbilled revenues
104,860

 
55,851

Prepaid and other current assets
20,205

 
9,289

Employee loans, net of allowance of $0 and $0, respectively, current
2,760

 
2,434

Deferred tax assets, current
2,109

 
2,496

Total current assets
500,060

 
415,087

Property and equipment, net
60,552

 
55,134

Restricted cash, long-term
187

 
156

Employee loans, net of allowance of $0 and $0, respectively, long-term
4,177

 
4,081

Intangible assets, net
37,176

 
47,689

Goodwill
84,229

 
57,417

Deferred tax assets, long-term
14,006

 
11,094

Other long-term assets
3,341

 
3,368

Total assets
$
703,728

 
$
594,026

 
 
 
 
Liabilities
 

 
 

Current liabilities
 

 
 

Accounts payable
$
12,061

 
$
4,641

Accrued expenses and other liabilities
42,487

 
32,203

Deferred revenue, current
2,345

 
3,220

Due to employees
28,666

 
24,518

Taxes payable
26,401

 
24,704

Contingent consideration, current (Note 2 and 4)

 
35,524

Deferred tax liabilities, current
408

 
603

Total current liabilities
112,368

 
125,413

Long-term debt
15,000

 

Deferred tax liabilities, long-term
3,492

 
4,563

Total liabilities
130,860

 
129,976

Commitments and contingencies (Note 9)


 


Stockholders’ equity
 

 
 

Common stock, $0.001 par value; 160,000,000 authorized; 49,857,284 and 48,748,298 shares issued, 49,848,259 and 48,303,811 shares outstanding at September 30, 2015 and December 31, 2014, respectively
49

 
48

Additional paid-in capital
284,934

 
229,501

Retained earnings
317,416

 
260,598

Treasury stock
(80
)
 
(4,043
)
Accumulated other comprehensive loss
(29,451
)
 
(22,054
)
Total stockholders’ equity
572,868

 
464,050

Total liabilities and stockholders’ equity
$
703,728

 
$
594,026


The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

3


EPAM SYSTEMS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
(US Dollars in thousands, except share and per share data)

 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2015
 
2014
 
2015
 
2014
Revenues
$
236,049

 
$
192,764

 
$
653,875

 
$
527,843

Operating expenses:
 
 
 
 
 

 
 

Cost of revenues (exclusive of depreciation and amortization)
148,479

 
122,509

 
408,622

 
335,065

Selling, general and administrative expenses
55,431

 
42,875

 
158,345

 
113,905

Depreciation and amortization expense
4,393

 
5,510

 
12,496

 
14,650

Other operating (income)/ expenses, net
(30
)
 
35

 
210

 
2,055

Income from operations
27,776

 
21,835

 
74,202

 
62,168

Interest and other income, net
865

 
1,261

 
3,322

 
3,401

Foreign exchange gain/ (loss)
32

 
(718
)
 
(6,187
)
 
(3,198
)
Income before provision for income taxes
28,673

 
22,378

 
71,337

 
62,371

Provision for income taxes
5,800

 
3,338

 
14,519

 
11,153

Net income
$
22,873

 
$
19,040

 
$
56,818

 
$
51,218

Foreign currency translation adjustments
(8,341
)
 
(8,260
)
 
(7,397
)
 
(8,943
)
Comprehensive income
$
14,532

 
$
10,780

 
$
49,421

 
$
42,275

 
 
 
 
 
 
 
 
Net income per share:
 
 
 
 
 
 
 
Basic
$
0.47

 
$
0.40

 
$
1.17

 
$
1.09

Diluted
$
0.44

 
$
0.38

 
$
1.10

 
$
1.03

Shares used in calculation of net income per share:
 
 
 
 
 
 
 
Basic
49,043

 
47,315

 
48,506

 
47,058

Diluted
52,344

 
49,829

 
51,755

 
49,530


The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.


4


EPAM SYSTEMS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
                                                 (US Dollars in thousands)
Nine Months Ended 
 September 30,
 
2015
 
2014
Cash flows from operating activities:
 
 
 
Net income
$
56,818

 
$
51,218

Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 

Depreciation and amortization
12,496

 
14,650

Bad debt expense
910

 
946

Deferred taxes
535

 
275

Stock-based compensation expense
33,350

 
16,524

Excess tax benefit on stock-based compensation plans
(3,118
)
 
(2,551
)
Other
2,358

 
2,607

Changes in operating assets and liabilities:
 

 
 

(Increase)/ decrease in operating assets:
 

 
 

Accounts receivable
(3,575
)
 
(18,126
)
Unbilled revenues
(49,110
)
 
(26,070
)
Prepaid expenses and other assets
29

 
525

Increase/ (decrease) in operating liabilities:
 

 
 

Accounts payable
8,128

 
(264
)
Accrued expenses and other liabilities
10,844

 
6,346

Deferred revenues
(607
)
 
(2,067
)
Due to employees
4,295

 
7,121

Taxes payable
(8,799
)
 
5,035

Net cash provided by operating activities
64,554

 
56,169

Cash flows from investing activities:
 

 
 

Purchases of property and equipment
(9,533
)
 
(8,164
)
Payment for construction of corporate facilities
(4,671
)
 
(3,541
)
Employee housing loans issued
(1,993
)
 
(1,316
)
Proceeds from repayments of employee housing loans
1,611

 
1,303

Increase in restricted cash and time deposits, net
(29,947
)
 
307

Increase in other long-term assets, net
(988
)
 
(499
)
Acquisition of businesses, net of cash acquired (Note 2)
(27,654
)
 
(26,498
)
Net cash used in investing activities
(73,175
)
 
(38,408
)
Cash flows from financing activities:
 

 
 

Proceeds related to stock options exercises
17,607

 
6,808

Excess tax benefit on stock-based compensation plans
3,118

 
2,551

Proceeds from borrowing under line of credit (Note 5)
15,000

 

Acquisition of business, deferred consideration (Note 2)
(30,274
)
 

Net cash provided by financing activities
5,451

 
9,359

Effect of exchange rate changes on cash and cash equivalents
(2,921
)
 
(5,081
)
Net increase/ (decrease) in cash and cash equivalents
(6,091
)
 
22,039

Cash and cash equivalents, beginning of period
220,534

 
169,207

Cash and cash equivalents, end of period
$
214,443

 
$
191,246


The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

5


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(US Dollars in thousands, except share and per share data)
 
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES    
EPAM is a global leader in software product development and engineering solutions, servicing clients in over 20 countries across North America, Europe, Asia and Australia. The Company serves global clients in various industries, including Independent Software Vendors (“ISVs”) and technology, banking and financial services, business information and media, travel and hospitality and Life Sciences and Healthcare.
The Company is incorporated in Delaware with headquarters in Newtown, PA, with multiple delivery centers located in Belarus, Ukraine, Russia, Hungary, Kazakhstan, Bulgaria, China, Armenia, Poland, Mexico and Austria, and client management locations in the United States, Canada, the United Kingdom, Germany, Sweden, Switzerland, Netherlands, Russia, Kazakhstan, Singapore, China, Hong Kong and Australia.
Basis of Presentation —The accompanying unaudited condensed consolidated financial statements ("financial statements") of EPAM Systems, Inc. (the “Company” or “EPAM”) have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended. The condensed consolidated financial statements include the financial statements of EPAM Systems, Inc. and its subsidiaries with all intercompany balances and transactions eliminated.
These unaudited condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2014 included in its Annual Report on Form 10-K. The preparation of these condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in these condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates, and such differences may be material to the condensed consolidated financial statements. Additionally, operating results for the interim periods are not necessarily indicative of results that may be expected to occur for the entire year.
Revenue Recognition — The Company recognizes revenue when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the sales price is fixed or determinable; and (4) collectability is reasonably assured. Determining whether and when some of these criteria have been satisfied often involves assumptions and judgments that can have a significant impact on the timing and amount of revenue reported.
The Company derives its revenues from a variety of service offerings, which represent specific competencies of its IT professionals. 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 appropriate revenue recognition pattern. Fees for these contracts may be in the form of time-and-materials or fixed-price arrangements. If there is an uncertainty about the project completion or receipt of payment for the consulting services, revenue is deferred until the uncertainty is sufficiently resolved. At the time revenue is recognized, the Company provides for any contractual deductions and reduces the revenue accordingly. The Company reports gross reimbursable “out-of-pocket” expenses incurred as both revenues and cost of revenues in the condensed consolidated statements of income and comprehensive income.
The Company defers amounts billed to its clients for revenues not yet earned. Such amounts are anticipated to be recorded as revenues when services are performed in subsequent periods. Unbilled revenue is recorded when services have been provided but billed subsequent to the period end in accordance with the contract terms.
Fair Value of Financial Instruments — The Company makes assumptions about fair values of its financial assets and liabilities in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 820, "Fair Value Measurement," and utilizes the following fair value hierarchy in determining inputs used for valuation:
Level 1 — Quoted prices for identical assets or liabilities in active markets.
Level 2 — Inputs other than quoted prices within Level 1 that are observable either directly or indirectly, including quoted prices in markets that are not active, quoted prices in active markets for similar assets or liabilities, and observable inputs other than quoted prices such as interest rates or yield curves.
Level 3 — Unobservable inputs reflecting our view about the assumptions that market participants would use in pricing the asset or liability.

6


Where the fair values of financial assets and liabilities recorded in the condensed consolidated balance sheets cannot be derived from an active market, they are determined using a variety of valuation techniques. These valuation techniques include a net present value technique, comparison to similar instruments with market observable inputs, options pricing models and other relevant valuation models. To the extent possible, observable market data is used as inputs into these models but when it is not feasible, a degree of judgment is required to establish fair values.
Financial Assets and Liabilities Measured At Fair Value on a Recurring Basis
The Company's contingent liabilities measured at fair value on a recurring basis are comprised of performance-based awards issued to certain former owners of the acquired businesses in exchange for future services. Contingent liabilities are valued using significant inputs that are not observable in the market, which are defined as Level 3 inputs according to fair value measurement accounting. The Company estimates the fair value of contingent liabilities based on certain performance milestones of the acquired businesses and estimated probabilities of achievement, then discounts the liabilities to present value using the Company’s cost of debt for the cash component of contingent consideration, and risk free rate for the stock component of a contractual contingency. The Company believes its estimates and assumptions are reasonable, however, there is significant judgment involved. Changes in the fair value of contingent consideration liabilities primarily result from changes in the timing and amount of specific milestone estimates and changes in probability assumptions with respect to the likelihood of achieving the various earnout criteria. These changes could cause a material impact to, and volatility in the Company’s operating results.
Additionally, during the third quarter of 2015, the Company entered into derivative financial instruments to manage exposure to fluctuations in certain foreign currencies. For accounting purposes, these foreign currency option and forward contracts are not designated as hedges, as defined under FASB ASC Topic 815, "Derivatives and Hedging," and all changes in their fair value are reported within foreign exchange gain/(loss) line of the unaudited condensed consolidated statements of income and comprehensive income. The Company measures these foreign currency derivative contracts at fair value on a recurring basis utilizing Level 2 inputs.
Financial Assets and Liabilities Measured At Fair Value on a Non-Recurring Basis
The amounts of the Company’s financial assets and liabilities, with the exceptions of employee housing loans and other employee loans described further herein, approximate fair value because of their short-term maturities.
See Note 4 for disclosures related to fair value.
Employee Loans — The Company issues employee housing loans in Belarus and relocation loans to assist employees with relocation needs in connection with intra-company transfers. There are no loans issued to principal officers, directors, and their affiliates.
On a quarterly basis, the Company reviews the aging of its loan portfolio to evaluate information about the ability of employees to service their debt, including historical payment experience, reasons for payment delays and shortfalls, if any, as well as probability of collecting scheduled principal and interest payments based on the knowledge of individual borrowers, among other factors. Since the initiation of the loan program there have not been material past due or non-accrual employee loans or write offs related to loan losses and, therefore, the Company determined that no allowance for loan losses is required.
Employee Housing Loans — In the third quarter of 2012, the Board of Directors of the Company approved the Employee Housing Program (the “Housing Program”), which assists employees with purchasing housing in Belarus in a form of a loan. The Housing Program was designed to be a retention mechanism for the Company’s employees in Belarus and is available to full-time qualified employees who have been with the Company for at least 3 years. The aggregate maximum lending limit of the program is $10,000, with individual loans not exceeding $50. The housing is sold directly to employees by independent third parties. Loans issued under the Housing Program are denominated in U.S. dollars with a 5-year term and an interest rate of 7.5%.
The housing loans were classified as Level 3 measurements within the fair value hierarchy because they were valued using significant unobservable inputs. The estimated fair value of these housing loans upon initial recognition was computed by projecting the future contractual cash flows to be received from the loans and discounting those projected net cash flows to a present value, which is the estimated fair value (the “Income Approach”). In applying the Income Approach, the Company analyzed similar loans offered by third-party financial institutions in Belarusian rubles and adjusted the interest rates charged on such loans to exclude the effects of underlying economic factors, such as inflation and currency devaluation. The Company also assessed the probability of future defaults and associated cash flows impact. In addition, the Company separately analyzed the rate of return that market participants in Belarus would require when investing in unsecured U.S. dollar-denominated government bonds with similar maturities (a “risk-free rate”) and evaluated a risk premium component to compensate the market participants for the credit and liquidity risks inherent in the loans’ cash flows. As a result of the analysis performed, the Company determined the carrying values of the housing loans issued during the nine months ended September 30, 2015 approximated their fair values upon initial recognition.

7


The Company also estimated the fair values of the housing loans that were outstanding as of September 30, 2015 using the inputs noted above and determined their fair values approximated the carrying values as of that date.
Employee Loans, Other — The Company issues short-term, non-interest bearing relocation loans to employees that relocated within the company. Due to the short term of employee loans and high certainty of repayment, their carrying amount is a reasonable estimate of their fair value.
Business Combinations — The Company accounts for its business combinations using the acquisition accounting method, which requires it to determine the fair value of net assets acquired and the related goodwill and other intangible assets in accordance with the FASB ASC Topic 805, "Business Combinations." The Company identifies and attributes fair values and estimated lives to the intangible assets acquired and allocates the total cost of an acquisition to the underlying net assets based on their respective estimated fair values. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and involves the use of significant estimates, including projections of future cash inflows and outflows, discount rates, asset lives and market multiples. There are different valuation models for each component, the selection of which requires considerable judgment. These determinations will affect the amount of amortization expense recognized in future periods. The Company bases its fair value estimates on assumptions it believes are reasonable, but recognizes that the assumptions are inherently uncertain.
If initial accounting for the business combination has not been completed by the end of the reporting period in which the business combination occurs, provisional amounts are reported for which the accounting is incomplete, with retrospective adjustment made to such provisional amounts during the measurement period to present new information about facts and circumstances that existed as of the acquisition date. Once the measurement period ends, and in no case beyond one year from the acquisition date, revisions of the accounting for the business combination are recorded in earnings.
All acquisition-related costs, other than the costs to issue debt or equity securities, are accounted for as expenses in the period in which they are incurred. Changes in fair value of contingent consideration arrangements that are not measurement period adjustments are recognized in earnings. Payments to settle contingent consideration, if any, are reflected in cash flows from financing activities and the changes in fair value are reflected in cash flows from operating activities in the Company’s condensed consolidated statements of cash flows.
The Company’s acquisitions usually do not have significant amounts of tangible assets, as the principal assets typically acquired are customer relationships, trade names, non-competition agreements, and workforce. As a result, a substantial portion of the purchase price is allocated to goodwill and other intangible assets.
Goodwill and Other Intangible Assets — Goodwill and intangible assets that have indefinite useful lives are treated consistently with FASB ASC 350, "Intangibles - Goodwill and Other." They are tested annually for impairment and are not amortized.
Intangible assets that have finite useful lives are amortized over their estimated useful lives on a straight-line basis. When facts and circumstances indicate potential impairment of amortizable intangible assets, the Company evaluates the recoverability of the asset’s carrying value, using estimates of future cash flows that utilize a discount rate determined by its management to be commensurate with the risk inherent in the Company’s business model over the remaining asset life. The estimates of future cash flows attributable to intangible assets require significant judgment based on the Company’s historical and anticipated results. Any impairment loss is measured by the excess of carrying value over fair value.
Stock-Based Compensation — The Company recognizes the cost of its share-based incentive awards based on the fair value of the award at the date of grant net of estimated forfeitures. The cost is expensed evenly over the service period. The service period is the period over which the employee performs the related services, which is normally the same as the vesting period. Over time, the forfeiture assumption is adjusted to the actual forfeiture rate and such change may affect the timing of the total amount of expense recognized over the vesting period. Equity-based awards that do not require future service are expensed immediately. Equity-based awards that do not meet the criteria for equity classification are recorded as liabilities and adjusted to fair value at the end of each reporting period.
Off-Balance Sheet Financial Instruments — The Company uses the FASB ASC Topic 825, "Financial Instruments." to identify and disclose off-balance sheet financial instruments, which include credit instruments, such as commitments to make employee loans and related guarantees, standby letters of credit and certain guarantees issued under customer contracts. The face amount for these items represents the exposure to loss, before considering available collateral or the borrower’s ability to repay. Loss contingencies arising from off-balance sheet financial instruments are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. The Company does not believe such matters exists that will have a material effect on the condensed consolidated financial statements.


8


2.
ACQUISITIONS
Acquisitions completed during the year ended December 31, 2014 and nine months ended September 30, 2015 allowed the Company to expand into desirable geographic locations, complement the existing vertical markets, increase revenue and create new offerings of services currently provided. The Company used the acquisition method of accounting to record these business combinations. Acquisitions were settled in cash and/or stock where a portion of the settlement price may have been deferred. For some transactions, purchase agreements contain contingent consideration in the form of an earnout obligation.
2015 Acquisitions
NavigationArts — On July 10, 2015, the Company acquired all of the outstanding equity of NavigationArts, Inc. and its subsidiary, NavigationArts, LLC. The U.S.-based NavigationArts provides digital consulting, architecture and content solutions and is regarded as a leading user-experience agency. The acquisition of NavigationArts, Inc. added approximately 90 design consultants to the Company's headcount. In connection with the NavigationArts acquisition the Company paid $28,747 in cash consideration, of which $2,670 was placed in escrow for a period of 18 months as security for the indemnification obligations of the sellers under the terms of the stock purchase agreement.
The purchase price was preliminarily allocated to the net assets acquired based on their estimated fair values, as follows:
 
 
NavigationArts
Cash and cash equivalents
 
$
1,317

Trade receivables and other current assets
 
3,920

Property and equipment and other long-term assets
 
230

Deferred tax asset
 

Acquired intangible assets
 
1,500

Goodwill
 
23,822

Total assets acquired
 
30,789

Accounts payable and accrued expenses
 
871

Deferred revenue
 
50

Due to employees
 
596

Deferred tax liability
 
525

Total liabilities assumed
 
2,042

Net assets acquired
 
$
28,747

The above estimated fair values of the assets acquired and liabilities assumed are provisional and based on the information that was available as of the acquisition date and updated for any changes as of September 30, 2015. The acquired intangible assets noted above consist of customer relationship assets with an estimated fair value of $1,500. The useful life of these assets is expected to be three years. The Company is gathering additional information necessary to finalize the estimated fair values of intangible assets, deferred income taxes and other amounts. The fair values reflected are subject to change and such changes could be significant and cause possible additional payments either from the Company or from the former owners of NavigationArts based on the final adjustments made to original estimates. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practicable but no later than one year from the respective acquisition dates.
As of September 30, 2015, NavigationArts has been significantly integrated into the Company and as such, it is not possible to precisely report its individual post-acquisition results of operations. The Company does not deem the business combination with NavigationArts to be material to the Company’s consolidated results of operations. Pro forma results of operations for the NavigationArts acquisition were not presented because the effects of the acquisition were not material to the Company’s consolidated results of operations for the periods presented.

9


2014 Acquisitions
The following table discloses details of purchase price consideration of each of the 2014 acquisitions:
Name of Acquisition
 
Effective Date of Acquisition
 
Common Shares
 
Fair Value of Common
Shares
 
Cash, Net of Working Capital and Other Adjustments
 
Recorded Earnout
Payable
 
Total Recorded Purchase Price
 
Maximum Potential Earnout Payable
 
 
Issued
 
Deferred
 
Issued
 
Deferred
 
Paid
 
Deferred
 
Cash
 
Stock
 
 
 
 
 
 
(in shares)
 
(in thousands)
Netsoft
 
March 5, 2014
 

 

 
$

 
$

 
$
2,403

 
$
1,022

 
$
1,825

 
$

 
$
5,250

 
$
1,825

Jointech
 
April 30, 2014
 

 
89,552

 

 
2,788

 
10,000

 
4,000

 
15,000

 
5,000

 
36,788

 
20,000

GGA
 
June 6, 2014
 

 

 

 

 
14,892

 

 
11,400

 

 
26,292

 
 
Great Fridays
 
October 31, 2014
 

 

 

 

 
10,777

 

 
1,173

 

 
11,950

 
1,173

 
 
 
 

 
89,552

 
$

 
$
2,788

 
$
38,072

 
$
5,022

 
$
29,398

 
$
5,000

 
$
80,280

 
 
Common shares issued in connection with acquisitions, if applicable, are valued at closing market prices as of the effective date of the applicable acquisition. The maximum potential earnout payables disclosed in the foregoing table represent the maximum amount of additional consideration that could be paid pursuant to the terms of the purchase agreement for the applicable acquisition. The amounts recorded as earnout payables, which are based upon the estimated future operating results of the acquired businesses within a seven-to twelve-month period subsequent to the acquisition date, are measured at fair value as of the acquisition date and are included on that basis in the recorded purchase price consideration in the foregoing table. The Company records any subsequent changes in the fair value of the earnout obligations in its consolidated income from operations. Please see Note 4 for discussion around significant inputs and assumptions relating to the earnout obligations. All earnout obligations for these acquisitions have been settled.
Netsoft — On March 5, 2014, the Company completed an acquisition of substantially all of the assets and assumed certain specific liabilities of U.S.-based healthcare technology consulting firm Netsoft Holdings, LLC and Armenia-based Ozsoft, LLC (collectively, “Netsoft”). As a result of this transaction, substantially all of the employees of Netsoft, including approximately 40 IT professionals, accepted employment with the Company. In connection with the Netsoft acquisition, the Company agreed to issue 2,289 restricted shares of Company common stock as consideration for future services to key management and employees of Netsoft (the “Netsoft Closing Shares”). The Company agreed to pay deferred consideration consisting partly of 9,154 restricted shares of Company common stock. During the three months ended March 31, 2015, the Company issued 16,349 restricted shares of Company common stock to Netsoft for achieving certain performance targets (collectively with the Netsoft Closing Shares, the “Netsoft Employment Shares”). The Netsoft Employment Shares vest in equal annual installments over a three-year period starting from the date of acquisition. The first such installment vested during the first quarter of 2015. All unvested shares will be forfeited upon termination of services by the Company for cause or by the employee other than for good reason. The Netsoft Employment Shares had an estimated value of $1,017 at the time of grant and were recorded as stock-based compensation expense over an associated service period of three years (Note 7). Under the terms of this agreement, all of the Netsoft Closing Shares, as well as $256, were placed in escrow for a period of 18 months as security for the indemnification obligations of the sellers under the asset purchase agreement.
Jointech — On April 30, 2014, the Company acquired all of the outstanding equity of Joint Technology Development Limited, a company organized under the laws of Hong Kong, including its wholly-owned subsidiaries Jointech Software (Shenzhen) Co., Ltd., a company organized under the laws of China, and Jointech Software Pte. Ltd., a company organized under the laws of Singapore (collectively, “Jointech”). Jointech provides strategic technology services to multi-national organizations in investment banking, wealth and asset management. As a result of this transaction, substantially all employees of Jointech, including approximately 216 IT professionals, accepted employment with the Company. In connection with the Jointech acquisition, the Company issued 89,552 shares of the Company common stock to a former owner of Jointech as consideration for future services on or about the six-month anniversary from the date of acquisition (the “Jointech Closing Shares”). Furthermore, during the second quarter of 2015, the Company issued 83,057 restricted shares of Company common stock to Jointech for achieving certain performance targets (collectively with the Jointech Closing Shares, the “Jointech Employment Shares”). The Jointech Employment Shares vest in equal annual installments over a three-year period starting from the date of acquisition. The first such installment vested during the second quarter of 2015.
All unvested Jointech Employment Shares will be forfeited upon termination of services for cause by the Company or other than for good reason (as applicable) by either of the two former owners of the acquired business. The aggregate fair value of the Jointech Employment Shares at the date of grant was $7,788 and will be recorded as stock-based compensation expense over an associated service period of three years (Note 7).

10


Under the terms of the agreement, 15% of the total purchase price, in cash and stock, including the Jointech Employment Shares, was placed in an escrow account for a period of 18 months as security for the indemnification obligations of the sellers under the stock purchase agreement.
GGA — On June 6, 2014, the Company acquired substantially all of the assets and assumed certain specific liabilities of GGA Software Services, LLC, Institute of Theoretical Chemistry, Inc., and GGA’s Russian affiliate (collectively, “GGA”). Established in 1994, GGA develops scientific informatics applications and content databases; creates state-of-the-art algorithms and models; and delivers IT support, maintenance, and QA services to the world’s leading healthcare and life sciences companies. As a result of this transaction, substantially all employees of GGA, including approximately 329 IT professionals and 126 scientists, accepted employment with the Company. In connection with the GGA acquisition, the Company agreed to issue 262,277 shares of the Company common stock to the former owners of GGA as consideration for future services (the “GGA Closing Shares”). Furthermore, during the second quarter of 2015, the Company issued 233,753 restricted shares of Company common stock to the former owners of GGA for achieving certain performance targets (collectively with the GGA Closing Shares, the “GGA Employment Shares”). The GGA Employment Shares vest in equal annual installments over a three-year period starting from the date of acquisition. The first such installment vested during the second quarter of 2015. With respect to each former owner, all unvested shares will be forfeited upon either termination of services by the Company for cause or by the employee other than for good reason. The aggregate fair value of the GGA Employment Shares at the date of grant was $20,655 and will be recorded as stock-based expense over an associated service period of three years (Note 7). Under the terms of the agreement, 102,631 of the GGA Employment Shares were placed into an escrow account for a period of 15 months as security for the indemnification obligations of the sellers under the asset purchase agreement.
Great Fridays — On October 31, 2014, the Company acquired all of the outstanding equity of Great Fridays Limited and its subsidiaries with intent to expand the Company's product and design service portfolio. Great Fridays Limited, headquartered in Manchester, UK, with offices in London, San Francisco and New York, focuses on bridging the gap between business and design. The acquisition of Great Fridays added approximately 50 creative design professionals to the Company's headcount. In connection with the Great Fridays acquisition, the Company agreed to issue 90,864 shares of the Company common stock to the former owners of Great Fridays as consideration for future services (the “Great Fridays Closing Shares”). Furthermore, during the second quarter of 2015, subject to attainment of specified performance targets, the Company issued to the former owners of Great Fridays 10,092 shares of the Company common stock (collectively with Great Fridays Closing Shares, the “GF Employment Shares”). The GF Employment Shares vest in equal annual installments over a three-year period starting from the date of acquisition. With respect to each former owner, all unvested shares will be forfeited upon either termination of services by the Company for cause or by the employee other than for good reason. The aggregate fair value of the GF Employment Shares at the date of grant was $4,823 and will be recorded as stock-based compensation expense over an associated service period of three years (Note 7). Under the terms of the agreement, 28,390 of the GF Employment Shares were placed into an escrow account for a period of 24 months as security for the indemnification obligations of the sellers under the asset purchase agreement.

11


The following is a summary of the estimated fair values of the net assets acquired at the date of each respective acquisition during the year ended December 31, 2014 as originally reported in the quarterly condensed consolidated financial statements and at September 30, 2015:
 
Netsoft
 
Jointech
 
GGA
 
Great Fridays
 
Total
 
As Originally Reported
 
Final as of  
 March 31, 
 2015
 
As Originally Reported
 
Final as of  
 June 30, 
 2015
 
As Originally Reported
 
Final as of  
 June 30, 
 2015
 
As Originally Reported
 
As of  
 September 30, 
 2015
 
As Originally Reported
 
As of  
 September 30, 
 2015
Cash and cash equivalents
$

 
$

 
$
871

 
$
871

 
$

 
$

 
$
259

 
$
259

 
$
1,130

 
$
1,130

Trade receivables and other current assets
788

 
788

 
784

 
784

 
5,157

 
5,377

 
1,825

 
1,825

 
8,554

 
8,774

Property and equipment and other long-term assets
52

 
52

 
338

 
338

 
444

 
306

 
262

 
262

 
1,096

 
958

Deferred tax asset
351

 

 

 

 
4,463

 

 

 

 
4,814

 

Acquired intangible assets
1,700

 
1,700

 
25,744

 
15,312

 
10,959

 
16,000

 
5,747

 
200

 
44,150

 
33,212

Goodwill
2,776

 
2,779

 
11,033

 
23,758

 
6,496

 
7,306

 
6,947

 
11,327

 
27,252

 
45,170

Total assets acquired
5,667

 
5,319

 
38,770

 
41,063

 
27,519

 
28,989

 
15,040

 
13,873

 
86,996

 
89,244

Accounts payable and accrued expenses
69

 
69

 
728

 
728

 
2,593

 
2,593

 
872

 
872

 
4,262

 
4,262

Deferred revenue

 

 

 

 

 
104

 
317

 
317

 
317

 
421

Due to employees

 

 
1,254

 
1,254

 

 

 
624

 
624

 
1,878

 
1,878

Deferred tax liability

 

 

 
2,293

 

 

 
1,200

 
110

 
1,200

 
2,403

Total liabilities assumed
69

 
69

 
1,982

 
4,275

 
2,593

 
2,697

 
3,013

 
1,923

 
7,657

 
8,964

Net assets acquired
$
5,598

 
$
5,250

 
$
36,788

 
$
36,788

 
$
24,926

 
$
26,292

 
$
12,027

 
$
11,950

 
$
79,339

 
$
80,280

As of September 30, 2015, the fair values of the assets acquired and liabilities assumed and the related purchase price allocation for the Netsoft, Jointech and GGA acquisitions have been finalized.
For the Great Fridays acquisition, the above estimated fair values of the assets acquired and liabilities assumed are provisional and based on the information that was available as of the acquisition date. The Company is gathering additional information necessary to finalize the estimated fair values of intangible assets, deferred income taxes and other amounts associated with the acquisition of Great Fridays, for which the purchase price allocation has not been finalized as of September 30, 2015. The fair values reflected are subject to change and such changes could be significant. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practicable but no later than one year from the acquisition date.
As of September 30, 2015, and during the period since the date of each respective acquisition up through September 30, 2015, or the date purchase accounting was finalized, as applicable, the Company made updates to the initially reported acquired balances and has finalized valuation of the balances of Netsoft, Jointech and GGA. For Netsoft, the deferred tax asset and goodwill were adjusted, which decreased the net assets acquired by $348. For Jointech, intangible assets were adjusted to reflect the final fair value of intangible assets acquired and a deferred tax liability was established, both increasing goodwill with no change to the net assets acquired. For GGA, the final working capital adjustment was completed, deferred tax assets were netted with additional recognized deferred tax liabilities and additional accounts receivable and deferred revenue were recognized. In addition, intangible assets and property and equipment were adjusted to reflect the final fair value of the assets acquired. These adjustments resulted in an overall increase to goodwill and increased the net assets acquired by $1,366. For Great Fridays, the value of the intangible assets and associated deferred tax liabilities were reduced based on the final fair value estimates of acquired intangible assets, which increased goodwill. These adjustments resulted in a decrease in net assets acquired by $77.
The adjustments identified above did not significantly impact our previously reported net income of prior periods and, as such, prior period amounts have not been retrospectively adjusted.

12


As of September 30, 2015, the following table presents the estimated fair values and useful lives of intangible assets acquired during the year ended December 31, 2014:
 
Netsoft
 
Jointech
 
GGA
 
Great Fridays
 
Weighted Average
Useful Life
(in years) 
 
Amount 
 
Weighted Average
Useful Life
(in years) 
 
Amount 
 
Weighted Average
Useful Life
(in years) 
 
Amount 
 
Weighted Average
Useful Life
(in years) 
 
Amount 
Customer relationships
10

 
$
1,700

 
10
 
$
15,000

 
10

 
$
16,000

 
3

 
$
200

Trade names

 

 
2
 
312

 

 

 

 

Total
 
 
$
1,700

 
 
 
$
15,312

 
 
 
$
16,000

 
 
 
$
200

As of September 30, 2015, the companies acquired during 2014 have been significantly integrated into the Company and as such, it is not possible to precisely report their individual post-acquisition results of operations. Pro forma results of operations for the acquisition transactions are not presented because the effects of the acquisitions would not have been material to the Company’s consolidated results of operations, individually or in the aggregate for the periods presented.

3.GOODWILL
Goodwill by reportable segment was as follows:
 
North America
 
Europe
 
Total
Balance as of January 1, 2015
$
31,078

 
$
26,339

 
$
57,417

Netsoft purchase accounting adjustment (Note 2)
30

 

 
30

Jointech purchase accounting adjustment (Note 2)

 
6,181

 
6,181

GGA purchase accounting adjustment (Note 2)
(4,807
)
 

 
(4,807
)
Great Fridays purchase accounting adjustment (Note 2)

 
4,281

 
4,281

Acquisition of NavigationArts (Note 2)
23,822

 

 
23,822

Effect of net foreign currency exchange rate changes
(341
)
 
(2,354
)
 
(2,695
)
Balance as of September 30, 2015
$
49,782

 
$
34,447

 
$
84,229

Excluded from the table above are the Other and Russia segments. In 2011, the Company recorded an accumulated impairment loss of $1,697 in the Other operating segment. In the fourth quarter of 2014, the Company recorded an accumulated impairment loss of $2,241 for the Russia operating segment, reducing the carrying value of goodwill to zero. All existing assets that related to the Russia segment, excluding goodwill and including any unrecognized intangible assets, were assessed by management and deemed not to be impaired.
There were no accumulated impairments losses in any of the North America or Europe operating segments as of September 30, 2015 or December 31, 2014.

4.
FAIR VALUE MEASUREMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS
As required by the guidance for fair value measurements, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Thus, assets and liabilities categorized as Level 3 may be measured at fair value using inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Significant unobservable inputs used in the fair value measurement of contingent consideration related to business acquisitions are forecasts of expected future operating results of those businesses as developed by the Company’s management and the probability of achievement of those operating forecasts. Management’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels.
We classify our foreign currency derivative contracts primarily within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments. Contingent considerations are within Level 3.

13


The following tables show the fair values of the Company’s financial assets and liabilities, including derivative contracts, measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014:
 
September 30, 2015
 
December 31, 2014
 
Balance
 
Level 2
 
Level 3
 
Balance
 
Level 2
 
Level 3
Foreign currency derivative assets
$
110

 
$
110

 
$

 
$

 
$

 
$

Total assets measured at fair value on a recurring basis
110

 
110

 

 

 

 

Contingent consideration

 

 

 
37,400

 

 
37,400

Performance-based equity awards
2,979

 

 
2,979

 
3,223

 

 
3,223

Foreign currency derivative liabilities
224

 
224

 

 

 

 

Total liabilities measured at fair value on a recurring basis
$
3,203

 
$
224

 
$
2,979

 
$
40,623

 
$

 
$
40,623

As of December 31, 2014, contingent consideration and performance-based equity awards included amounts payable in cash and stock in connection with the acquisitions of businesses completed during the year ended December 31, 2014 (Note 2). As of September 30, 2015, the only financial liabilities related to acquisitions of businesses included performance-based equity awards.
During the third quarter ending September 30, 2015, the Company began managing exposure to fluctuations in certain foreign currencies by using short-term foreign currency forward and option contracts. For accounting purposes, these derivative contracts are not designated as hedges. The changes in their fair value were not material in aggregate or individually and are reported within the foreign exchange gain/(loss) line of the unaudited condensed consolidated statements of income and comprehensive income for the quarter ended September 30, 2015. All of the derivative financial instruments entered into as of September 30, 2015 have expiration dates prior to December 31, 2015. The combined aggregate notional amount of the Hungarian forint and Russian ruble foreign currency derivative contracts outstanding as of September 30, 2015 was $25,200. There were no foreign currency derivative contracts outstanding as of December 31, 2014.
Sensitivity to Changes in Significant Unobservable Inputs
The fair value of the contingent consideration, which is based on the present value of the expected future payments to be made to the sellers of the acquired businesses, was derived by analyzing the future performance of the acquired businesses using the earnout formula and performance targets specified in each purchase agreement and adjusting those amounts to reflect the ability of the acquired entities to achieve the stated targets. As of June 30, 2015 the measurement periods related to the contingent consideration for each acquisition was complete, therefore, the amount of total consideration to be paid is no longer subject to change during the quarter ended September 30, 2015.
A reconciliation of the beginning and ending balances of acquisition-related contractual contingent liabilities using significant unobservable inputs (Level 3) for the nine months ended September 30, 2015, was as follows:
 
Amount
Contractual contingent liabilities at January 1, 2015
$
40,623

Liability-classified stock-based awards
3,861

Changes in fair value of contractual contingent liabilities included in earnings
3,257

Effect of net foreign currency exchange rate changes
246

Settlements of contractual contingent liabilities - cash and stock
(45,008
)
Contractual contingent liabilities at September 30, 2015
$
2,979

There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the nine months ended September 30, 2015 and 2014. Changes in the values of these financial liabilities, if any, are typically recorded within selling, general and administrative expenses line on the Company's unaudited condensed consolidated statements of income and comprehensive income.

5.
LONG-TERM DEBT
On September 12, 2014, the Company entered into a credit facility (the “2014 Credit Facility”) with PNC Bank, National Association; Santander Bank, N.A; and Silicon Valley Bank (collectively the “Lenders”) to replace its former revolving loan agreement. The 2014 Credit Facility provides for a borrowing capacity of $100,000, with potential to increase the credit facility up to $200,000 if certain conditions are met. The 2014 Credit Facility matures on September 12, 2019.

14


Borrowings under the 2014 Credit Facility may be denominated in U.S. dollars or, up to a maximum of $50,000 in British pounds sterling, Canadian dollars, euros or Swiss francs (or other currencies as may be approved by the lenders). Borrowings under the 2014 Credit Facility bear interest at either a base rate or Euro-rate plus a margin based on the Company’s leverage ratio. Base rate is equal to the highest of (a) the Federal Funds Open Rate, plus 0.5%, (b) the Prime Rate, and (c) the Daily LIBOR Rate, plus 1.0%.
The 2014 Credit Facility is collateralized with: (a) all tangible and intangible assets of the Company, and its U.S.-based subsidiaries including all accounts, general intangibles, intellectual property rights and equipment; and (b) all of the outstanding shares of capital stock and other equity interests in U.S.-based subsidiaries of the Company, and 65.0% of the outstanding shares of capital stock and other equity interests in certain of the Company’s foreign subsidiaries. The 2014 Credit Facility includes customary business and financial covenants and restricts the Company's ability to make or pay dividends (other than certain intercompany dividends) unless no potential or actual event of default has occurred or would be triggered. As of September 30, 2015, the Company was in compliance with all covenants contained in the 2014 Credit Facility.
During the quarter ended September 30, 2015, the Company borrowed $15,000 denominated in U.S. dollars under the 2014 Credit Facility, with a LIBOR-based interest rate, which resets on a quarterly basis. As of September 30, 2015, the Company had outstanding debt of $15,000.

6.
INCOME TAXES
The Company’s worldwide effective tax rate for the three months ended September 30, 2015 and 2014 was 20.2% and 14.9%, respectively, and 20.4% and 17.9% during the nine months ended September 30, 2015 and 2014, respectively. The factors that caused an increase in the Company’s worldwide effective tax rate for 2015 are the changes in the geographic mix of the current year earnings towards countries with higher statutory rates (U.S., U.K. Germany and Canada) and also the mix of new tax jurisdictions from business acquired in the US, western Europe and Asia. Additionally, the $1,200 release of the ASC 740-10 reserve during the third quarter of 2014 reduced the rates for the three and nine months ended September 30, 2014. This reserve was initially posted as a tax expense in 2010 as the Company's position in 2010 was deemed uncertain and remained on the balance sheet until the federal statute expired during the third quarter of 2014
 
7.
STOCK-BASED COMPENSATION
The following costs related to the Company’s stock compensation plans were included in the condensed consolidated statements of income and comprehensive income:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2015
 
2014
 
2015
 
2014
Cost of revenues
$
3,622

 
$
2,463

 
$
9,871

 
$
6,391

Selling, general and administrative expenses - Acquisition related
4,542

 
2,905

 
13,985

 
5,128

Selling, general and administrative expenses - All other
3,799

 
2,057

 
9,494

 
5,005

Total
$
11,963

 
$
7,425

 
$
33,350

 
$
16,524


Equity Plans
2015 Long-Term Incentive Plan — On June 11, 2015, the Company's stockholders approved the 2015 Long Term Incentive Plan (“2015 Plan”) to be used to issue equity grants to company personnel. As of September 30, 2015, 6,669,713 shares of common stock remained available for issuance under the 2015 Plan. In addition, up to 6,390,069 shares that are subject to outstanding awards as of September 30, 2015 under the 2012 Plan and up to 1,275,089 shares that are subject to outstanding awards as of September 30, 2015 under the 2006 Plan and that expire or terminate for any reason prior to exercise or that would otherwise have returned to the respective Plan’s share pool under the terms of the Plan, will be available for awards to be granted under the 2015 Plan.
2012 Non-Employee Directors Compensation Plan — On January 11, 2012, the Company approved the 2012 Non-Employee Directors Compensation Plan (“2012 Directors Plan”) to be used to issue equity grants to its non-employee directors. The Company authorized 600,000 shares of common stock to be reserved for issuance under the plan. The 2012 Directors Plan will expire after 10 years and is administered by the Company’s Board of Directors. As of September 30, 2015, 554,070 shares of common stock remained available for issuance under the 2012 Directors Plan.

15


2012 Long-Term Incentive Plan — On January 11, 2012, the Company approved the 2012 Long-Term Incentive Plan (“2012 Plan”) to be used to issue equity grants to company personnel. In June 2015, the 2012 Plan was discontinued; however, outstanding awards remain subject to the terms of the 2012 Plan and any shares that are subject to an award that was previously granted under the 2012 and modified 2006 Plan and that expire or terminate for any reason prior to exercise will become available for issuance under the 2015 Plan. All of the options issued pursuant to the 2012 Plan expire 10 years from the date of grant.
2006 Stock Option Plan — Effective May 31, 2006, the Board of Directors of the Company adopted the 2006 Stock Option Plan (the “2006 Plan”). The 2006 Plan permitted the granting of options to directors, employees, and certain independent contractors. In January 2012, the 2006 Plan was discontinued; however, outstanding awards remain subject to the terms of the 2006 Plan and any shares that are subject to an option award that was previously granted under the 2006 Plan and that expire or terminate for any reason prior to exercise will become available for issuance under the 2015 Plan. All of the options issued pursuant to the 2006 Plan expire 10 years from the date of grant.
Stock Options
Stock option activity under the Company’s plans is set forth below:
 
Number of
Options 
 
Weighted Average
Exercise Price 
 
Aggregate
Intrinsic Value 
Options outstanding at January 1, 2015
6,838,746

 
$
20.98

 
$
183,073

Options granted
2,189,424

 
62.03

 
27,346

Options exercised
(1,086,066
)
 
16.28

 
(63,252
)
Options forfeited/cancelled
(171,222
)
 
33.32

 
(7,054
)
Options outstanding at September 30, 2015
7,770,882

 
$
32.93

 
$
323,191

 
 
 
 
 
 
Options vested and exercisable at September 30, 2015
2,753,236

 
$
15.08

 
$
163,652

Options expected to vest
4,634,538

 
$
42.26

 
$
149,510

During the nine months ended September 30, 2015, the Company issued grants consisting of 2,083,700 shares underlying stock options under the 2012 Plan with an aggregate grant-date fair value of $44,394 and 105,724 shares underlying stock options under the 2015 Plan with an aggregate grant-date fair value of $2,789. The options are generally scheduled to vest in equal 25% installments on each of the first four anniversaries of the grant date, subject to the terms of the 2015 Plan and the applicable stock option agreement. In general, in the event of the participant’s termination of service for any reason, unvested options are forfeited as of the date of such termination without any payment to the participant.
As of September 30, 2015, total remaining unrecognized compensation cost related to unvested stock options, net of forfeitures, under the 2012 Plan was approximately $67,998 under the 2012 Plan and $2,677 under the 2015 Plan. The costs are expected to be recognized over a weighted-average period of 2.0 years and 2.4 years, respectively.
As of September 30, 2015 there are no fully vested and exercisable options under 2015 Plan. The weighted average remaining contractual term of the outstanding options expected to vest under 2015 Plan was 9.9 years. The weighted average remaining contractual term of the outstanding options under 2012 Plan as of September 30, 2015 was 7.4 years for fully vested and exercisable options and 8.6 years for options expected to vest, respectively. The weighted average remaining contractual term of the outstanding options under 2006 Plan as of September 30, 2015 was 5.2 years for fully vested and exercisable options. There were no options expected to vest under 2006 Plan as of September 30, 2015.
As of September 30, 2015, a total of 5,015 shares underlying options exercised through September 30, 2015, were in transfer with the Company’s transfer agent.
There were no material changes with respect to the assumptions used in the Black-Scholes option valuation model during the nine months ended September 30, 2015, as compared with the assumptions disclosed in Note 14 to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.


16


Other Awards
Other awards include awards of restricted stock and restricted stock units (“RSUs”) under the Company’s 2012 Directors Plan, the 2012 Plan and the 2015 Plan, after its adoption. In addition, the Company has issued in the past, and may issue in the future its equity securities to compensate employees of acquired businesses for future services. These issuances are on such terms and at such prices as the Company deems appropriate. Equity-based awards granted in connection with acquisitions of businesses are generally issued in the form of service-based awards dependent on continuing employment only and performance-based awards, which are granted and vest only if certain specified performance conditions are met. The awards issued in connection with acquisitions of businesses are subject to the terms and conditions contained in the applicable award agreement and acquisition documents.
Service-Based Awards
Summarized activity related to the Company’s service-based awards for the nine months ended September 30, 2015, was as follows:
 
Number of
Shares 
 
Weighted Average Grant Date
Fair Value Per Share 
Unvested service-based awards outstanding at January 1, 2015
633,442

 
$
36.88

Awards granted
100,391

 
39.20

Awards vested
(145,631
)
 
39.45

Awards forfeited/cancelled
(11,372
)
 
32.13

Unvested service-based awards outstanding at September 30, 2015
576,830

 
$
36.73

As of September 30, 2015, aggregate unrecognized compensation expense under the 2012 Directors Plan was $377. This cost is expected to be recognized over the next 1.2 years using the weighted average method. The Company issued 5,295 shares of unvested (“restricted”) common stock under the 2012 Directors Plan during the three and nine months ended September 30, 2015.
Included in service-based awards are RSUs issued to certain key management personnel under the 2012 and 2015 Plans.
During the nine months ended September 30, 2015 the Company issued 58,000 service-based RSUs under 2012 Plan with the fair value of $3,560. There were no service-based RSUs under 2012 Plan issued during the three months ended September 30, 2015. As of September 30, 2015, the aggregate unrecognized compensation expense related to unvested service-based RSUs under the 2012 Plan was $4,305. This cost is expected to be recognized over the next 2.2 years using the weighted average method. These RSUs are generally scheduled to vest in equal 25% installments on each annual anniversary of the grant date, subject to the terms of the 2015 Plan and applicable RSU award agreement, including the termination provisions. In general, in the event of the participant’s termination of service for any reason, unvested RSUs are forfeited as of the date of such termination without any payment to the participant.
During the three and nine months ended September 30, 2015 the Company issued 25,000 service-based RSUs under 2015 Plan with the fair value of $1,853, respectively. As of September 30, 2015, the aggregate unrecognized compensation expense related to unvested service-based RSUs under the 2015 Plan was $1,771. This cost is expected to be recognized over the next 2.4 years using the weighted average method. These RSUs are generally scheduled to vest in equal 25% installments on each annual anniversary of the grant date, subject to the terms of the 2015 Plan and applicable RSU award agreement, including the termination provisions. In general, in the event of the participant’s termination of service for any reason, unvested RSUs are forfeited as of the date of such termination without any payment to the participant.
In connection with the Company’s acquisitions, 427,293 shares underlying service-based awards with an aggregate fair value of $16,137 were unvested and outstanding as of September 30, 2015 under the 2012 Plan. As of September 30, 2015, unrecognized compensation cost related to unvested service-based awards granted under the 2012 Plan in connection with acquisitions was $11,542. This cost is expected to be recognized over the next 1.4 years using the weighted average method.
In connection with the Company’s acquisitions, 12,096 shares underlying service-based awards with an aggregate fair value of $905 were unvested and outstanding as of September 30, 2015 under the 2015 Plan. As of September 30, 2015, unrecognized compensation cost related to unvested service-based awards granted under the 2015 Plan in connection with acquisitions was $836. This cost is expected to be recognized over the next 1.9 years using the weighted average method.


17


Performance -Based Awards
In 2014, the Company granted performance-based awards in connection with the acquisitions completed during that year. The total number of the awards varies based on attainment of certain performance targets pursuant to the terms of the relevant transaction documents. Typically, the vesting period is three years, with one third of the awards granted vesting in equal installments on the first, second and third anniversaries of the grant. If an eligible employee leaves the Company prior to a vesting date, the unvested portion of the award generally will be forfeited. The Company periodically evaluates the achievement of the related performance conditions during the applicable performance measurement period and the number of shares expected to be delivered, and resulting compensation expense is adjusted accordingly. During the nine months ended September 30, 2015, one-third of the performance-based awards, net of any forfeitures, for Netsoft, Jointech and GGA vested.
Summarized activity related to the Company’s performance-based awards for the nine months ended September 30, 2015, was as follows:
 
Number of Shares
 
Weighted Average Grant Date Fair Value Per Share
Unvested performance-based awards outstanding at January 1, 2015
371,510

 
$
39.34

Awards granted
14,000

 
70.22

Awards vested
(114,105
)
 
40.15

Awards forfeited/cancelled
(1,360
)
 
36.57

Changes in the number of awards expected to be delivered
(19,105
)
 
31.70

Unvested performance-based awards outstanding at September 30, 2015
250,940

 
$
41.29

As of September 30, 2015, total unrecognized compensation cost related to all unvested performance-based awards was $14,384. This cost is expected to be recognized over the next 1.4 years using the weighted average method.
During the nine months ended September 30, 2015, the Company issued 14,000 RSUs with the fair value of $983 to certain new personnel. The vesting of these RSUs is contingent on achieving certain performance targets pursuant to the terms of the individual agreements. These RSUs have a vesting period of three years, with one third of the awards granted vesting in equal installments on the first, second and third anniversaries of the grant. In general, in the event of the participant’s termination of service for any reason or failure to meet certain performance targets, unvested RSUs are forfeited as of the date of such event without any payment to the participant.

8.
EARNINGS PER SHARE
Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding stock options, unvested restricted stock and unvested RSUs. The dilutive effect of potentially dilutive securities is reflected in diluted earnings per share by application of the treasury stock method.

18


The following table sets forth the computation of basic and diluted earnings per share of common stock as follows:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2015
 
2014
 
2015
 
2014
Numerator for common earnings per share:
 
 
 
 
 
 
 
Net income
$
22,873

 
$
19,040

 
$
56,818

 
$
51,218

Numerator for basic and diluted earnings per share
$
22,873

 
$
19,040

 
$
56,818

 
$
51,218

 
 
 
 
 
 
 
 
Denominator for basic earnings per share:
 

 
 

 
 
 
 
Weighted average common shares outstanding
49,043

 
47,315

 
48,506

 
47,058

Effect of dilutive securities:
 
 
 
 
 
 
 
Stock options, RSUs and performance-based awards
3,301

 
2,514

 
3,249

 
2,472

Denominator for diluted earnings per share
52,344

 
49,829

 
51,755

 
49,530

 
 
 
 
 
 
 
 
Net income per share:
 

 
 

 
 
 
 
Basic
$
0.47

 
$
0.40

 
$
1.17

 
$
1.09

Diluted
$
0.44

 
$
0.38

 
$
1.10

 
$
1.03

During the three and nine months ended September 30, 2015, a total of 2,143 and 1,456 shares underlying equity-based awards, respectively, were outstanding but were not included in the computation of diluted earnings per share because the effect was anti-dilutive. During the three and nine months ended September 30, 2014, a total of 2,691 and 2,152 shares underlying equity-based awards, respectively, were outstanding but were not included in the computation of diluted earnings per share because the effect was anti-dilutive.

9.
COMMITMENTS AND CONTINGENCIES
Construction in progress — On December 7, 2011, the Company entered into an agreement with IDEAB Project Eesti AS (“IDEAB”) for the construction of an office building within the High Technologies Park in Minsk, Belarus (the “Construction Agreement”). At the same time, the Company entered into a related investment agreement with the Minsk Executive Committee acting on behalf of the Republic of Belarus (the “Investment Agreement”) permitting the Company to use land located in the government’s High Technologies Park to construct the new office building and granting certain tax benefits. The Construction Agreement committed IDEAB to construct an office building for the Company in Minsk with a completion date of February 28, 2014. In April 2014, IDEAB stopped its construction before the building’s completion, for reasons unrelated to the Company’s performance under the Construction Agreement. In May 2014, IDEAB notified the Company that it was unable to continue as general contractor to complete the construction of the building in time and on the terms agreed. As a result, the Company took control over the construction site. On July 7, 2014, the Company provided IDEAB with notice of termination of the Construction Agreement, effective on or about July 11, 2014. The Company filed a legal action against IDEAB in Belarus in August 2014, claiming breach of contract. In September 2014, the court decided in the Company’s favor and directed IDEAB to pay the Company $1,000 plus reimbursement of certain expenses. The Company is pursuing recovery from IDEAB of this amount. The Company has filed other lawsuits seeking recovery from IDEAB of additional amounts (including future work and construction materials) from IDEAB. These lawsuits are in various stages of litigation and it is not possible to estimate the likelihood of recovery.
The Investment Agreement specified a completion deadline for construction of September 15, 2012 extended by the parties to December 31, 2014, and further extended to October 1, 2015. At September 30, 2015, the Company has completed the building and began amortizing approximately $22,714 of capitalized construction costs.
Indemnification Obligations  In the normal course of business, the Company is a party to a variety of agreements under which it may be obligated to indemnify the other party for certain matters. These obligations typically arise in contracts where the Company customarily agrees to hold the other party harmless against losses arising from a breach of representations or covenants for certain matters such as title to assets and intellectual property rights associated with certain arrangements. The duration of these indemnifications varies, and in certain cases, is indefinite.
The Company is unable to reasonably estimate the maximum potential amount of future payments under these or similar agreements due to the unique facts and circumstances of each agreement and the fact that certain indemnifications provide for no limitation to the maximum potential future payments under the indemnification. Management is not aware of any such matters that historically had or would have a material effect on the financial statements of the Company.

19


Litigation — From time to time, the Company is involved in litigation, claims or other contingencies. Management is not aware of any such matters that would have a material effect on the condensed consolidated financial statements of the Company.

10.
OPERATING SEGMENTS
The Company determines its operating segments and reports segment information in accordance with the management approach, which designates internal reporting used by management to make operating decisions and assess performance as the source of the Company’s reportable segments.
The Company manages its business primarily based on the geographic managerial responsibility for its client base. As managerial responsibility for a particular client relationship generally correlates with the client’s geographic location, there is a high degree of similarity between client locations and the geographic boundaries of the Company’s reportable segments. In some cases, managerial responsibility for a particular client is assigned to a management team in another region and is usually based on the strength of the relationship between client executives and particular members of EPAM’s senior management team. In such a case, the client’s activity would be reported through the management team’s reportable segment.
The Company’s reportable segments are North America, Europe, Russia and Other. The Company’s Chief Operating Decision Maker (“CODM”) evaluates performance and allocates resources based on the segment's revenues and operating profit. Segment operating profit is defined as income from operations before unallocated costs. Generally, operating expenses for each operating segment have similar characteristics and are subject to similar factors, pressures and challenges. Expenses included in segment operating profit consist principally of direct selling and delivery costs as well as an allocation of certain shared services expenses. Certain expenses are not allocated to specific segments, as management does not believe it is practical because these expenses are either not directly attributable to any specific segment or controllable at the segment level and consequently are not allocated to individual segments in internal management reports used by the CODM. Such expenses are separately disclosed as “unallocated” and adjusted only against the Company’s total income from operations.
Revenues from external customers and segment operating profit, before unallocated expenses, for the North America, Europe, Russia and Other reportable segments for the three and nine months ended September 30, 2015 and 2014, were as follows:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2015
 
2014
 
2015
 
2014
Total segment revenues:
 
 
 
 
 
 
 
North America
$
121,746

 
$
99,393

 
$
330,228

 
$
267,866

Europe
103,514

 
78,074

 
292,826

 
217,247

Russia
9,707

 
14,762

 
27,432

 
38,881

Other
1,207

 
530

 
3,951

 
3,445

Total segment revenues
$
236,174

 
$
192,759

 
$
654,437

 
$
527,439

Segment operating profit:
 

 
 

 
 
 
 
North America
$
28,906

 
$
22,557

 
$
78,720

 
$
62,283

Europe
17,021

 
12,200

 
49,031

 
36,049

Russia
1,626

 
3,779

 
3,095

 
4,843

Other
168

 
(1,508
)
 
(12
)
 
(3,726
)
Total segment operating profit
$
47,721

 
$
37,028

 
$
130,834

 
$
99,449

Intersegment transactions were excluded from the above on the basis that they are neither included into the measure of a segment’s profit and loss by the CODM, nor provided to the CODM on a regular basis.
During the three and nine months ended September 30, 2015, revenues from one customer, UBS AG, were $32,960 and $95,826, respectively, and accounted for more than 10% of total revenues. During the three and nine months ended September 30, 2014, revenues from one customer, UBS AG, were $27,012 and $70,259, respectively, and accounted for more than 10% of total revenues. Revenues from this customer included reimbursable expenses and were included in the Company’s Europe segment in the periods indicated.


20



Trade accounts receivable and unbilled revenues are generally dispersed across our clients in proportion to their revenues. As of September 30, 2015, unbilled trade receivables from one customer, UBS AG, individually exceeded 10% and accounted for 16.5% of our total unbilled trade receivables. There were no customers individually exceeding 10% of our billed trade receivables as of September 30, 2015.
Reconciliation of segment revenues and operating profit to consolidated income before provision for income taxes is presented below:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30, 2015
 
2015
 
2014
 
2015
 
2014
Total segment revenues
$
236,174

 
$
192,759

 
$
654,437

 
$
527,439

Unallocated revenues/ (discounts)
(125
)
 
5

 
(562
)
 
404

Revenues
$
236,049

 
$
192,764

 
$
653,875

 
$
527,843

 
 
 
 
 
 
 
 
Total segment operating profit:
$
47,721

 
$
37,028

 
$
130,834

 
$
99,449

Unallocated amounts:
 
 
 
 
 
 
 
Other unallocated revenues/ (discounts)
(125
)
 
5

 
(562
)
 
404

Stock-based compensation expense
(11,963
)
 
(7,425
)
 
(33,350
)
 
(16,524
)
Non-corporate taxes
(1,120
)
 
(789
)
 
(2,858
)
 
(1,944
)
Professional fees
(1,572
)
 
(839
)
 
(5,423
)
 
(3,380
)
Depreciation and amortization
(1,312
)
 
(2,589
)
 
(3,919
)
 
(5,470
)
Bank charges
(340
)
 
(708
)
 
(1,021
)
 
(1,211
)
One-time charges

 

 

 
(2,000
)
Other corporate expenses
(3,513
)
 
(2,848
)
 
(9,499
)
 
(7,156
)
Income from operations
27,776

 
21,835

 
74,202

 
62,168

Interest and other income, net
865

 
1,261

 
3,322

 
3,401

Foreign exchange gain/(loss)
32

 
(718
)
 
(6,187
)
 
(3,198
)
Income before provision for income taxes
$
28,673

 
$
22,378

 
$
71,337

 
$
62,371

Geographic Area Information
Long-lived assets include property and equipment, net of accumulated depreciation and amortization, and management has determined that it is not practical to allocate these assets by segment since such assets are used interchangeably among the segments. Geographical information about the Company’s long-lived assets based on physical location of the assets was as follows:
 
September 30,
2015
 
December 31,
2014
Belarus
$
46,844

 
$
41,652

Ukraine
4,482

 
4,392

Hungary
2,406

 
2,773

United States
2,072

 
2,001

Russia
2,043

 
2,196

Other
2,705

 
2,120

Total
$
60,552

 
$
55,134



21


Information about the Company’s revenues by client location is as follows:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30, 2015
 
2015
 
2014
 
2015
 
2014
United States
$
110,191

 
$
84,276

 
$
299,606

 
$
228,504

United Kingdom
41,324

 
35,222

 
121,312

 
102,642

Switzerland
28,370

 
22,508

 
81,654

 
63,873

Canada
14,695

 
13,518

 
40,394

 
34,973

Russia
9,469

 
14,351

 
26,526

 
37,513

Germany
10,378

 
6,459

 
26,216

 
18,951

Hong Kong
5,758

 
5,058

 
17,030

 
8,268

Netherlands
2,630

 
2,174

 
6,984

 
6,636

Sweden
3,020

 
1,734

 
7,479

 
6,213

Belgium
2,154

 
1,079

 
5,307

 
2,619

Kazakhstan
1,208

 
525

 
3,951

 
3,141

Ireland
1,554

 
1,448

 
4,374

 
2,430

Other locations
2,421

 
1,949

 
6,066

 
5,978

Reimbursable expenses and other revenues
2,877

 
2,463

 
6,976

 
6,102

Revenues
$
236,049

 
$
192,764

 
$
653,875

 
$
527,843

Service Offering Information
Information about the Company’s revenues by service offering is as follows:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30, 2015
 
2015
 
2014
 
2015
 
2014
Software development
$
165,438

 
$
134,000

 
$
457,216

 
$
364,539

Application testing services
46,275

 
37,155

 
125,615

 
103,121

Application maintenance and support
17,976

 
14,824

 
53,078

 
40,715

Infrastructure services
2,689

 
3,502

 
8,609

 
10,740

Licensing
794

 
820

 
2,381

 
2,626

Reimbursable expenses and other revenues
2,877

 
2,463

 
6,976

 
6,102

Revenues
$
236,049

 
$
192,764

 
$
653,875

 
$
527,843



11.
RECENT ACCOUNTING PRONOUNCEMENTS
In September 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. The amendments in this update require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The update eliminates the current requirement to retrospectively adjust provisional amounts recognized at the acquisition date. The amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The implementation of this standard is not expected to have a material effect on the Company’s condensed 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. The update guides presentation of debt issuance costs and requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by this ASU. The amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The implementation of this standard is not expected to have a material effect on the Company’s condensed consolidated financial statements.

22


In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidations Analysis, which changes the guidance for evaluating whether to consolidate certain legal entities. Specifically, the amendments modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIEs") or voting interest entities. The amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The implementation of this standard is not expected to have a material effect on the Company’s condensed consolidated financial statements.
In November 2014, the FASB issued ASU 2014-17, Business Combinations (Topic 805): Pushdown Accounting. The update provides an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. An acquired entity may also elect the option to apply pushdown accounting in the reporting period in which the change-in-control event occurs. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. The amendment is effective on November 18, 2014. The implementation of this standard did not have a material effect on the Company’s condensed consolidated financial statements.
In November 2014, the FASB issued ASU 2014-16, Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity. The update aims to eliminate the use of different methods in practice and thereby reduce existing diversity under GAAP in the accounting for hybrid financial instruments issued in the form of a share. The amendments are effective for annual period and interim periods within those annual periods, beginning after December 15, 2015 with early adoption permitted. The implementation of this standard is not expected to have a material effect on the Company’s condensed consolidated financial statements as the Company currently does not issue hybrid instruments.
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments in this update provide guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. These amendments aim to reduce diversity in the timing and content of footnote disclosures. The amendments in this update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter, with early adoption permitted. The implementation of this standard is not expected to have a material effect on the Company’s condensed consolidated financial statements.
In June 2014, the FASB issued ASU 2014-12, Compensation - Stock Compensation (Topic 718), which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718, Compensation - Stock Compensation, as it relates to awards with performance conditions that affect vesting to account for such awards. The standard is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015 with early adoption permitted. Entities may apply the amendments in this ASU 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 implementation of this standard is not expected to have a material effect on the Company’s condensed consolidated financial statements.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which impacts virtually all aspects of an entity’s revenue recognition. The ASU introduces a new five-step revenue recognition model in which an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires disclosures sufficient to enable users to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative disclosures about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. This standard will be effective for the Company beginning in its first quarter of 2017. In July 2015, the FASB deferred the effective date until the annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017. The Company is currently evaluating the impact this new standard will have on its condensed consolidated financial statements.

23


In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies the related disclosure requirements. To qualify as a discontinued operation the standard requires a disposal to represent a strategic shift that has, or will have, a major effect on an entity's operations and financial results. The standard also expands the disclosures for discontinued operations and requires new disclosures related to individually material dispositions that do not qualify as discontinued operations. The standard is effective prospectively for fiscal periods beginning after December 15, 2014, including interim periods within that reporting period, with early adoption permitted. The implementation of this standard did not have a material impact on the Company’s condensed consolidated financial statements.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our Annual Report on Form 10-K for the year ended December 31, 2014 and the unaudited condensed consolidated financial statements and the related notes included elsewhere in this quarterly report. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the sections entitled “Forward-Looking Statements” in this item and “Part II. Item 1A. Risk Factors.” We assume no obligation to update any of these forward-looking statements.
In this quarterly report, “EPAM,” “EPAM Systems, Inc.,” the “Company,” “we,” “us” and “our” refer to EPAM Systems, Inc. and its consolidated subsidiaries.
Executive Summary
We are a leading global provider of product development and software engineering solutions offering specialized technological consulting to many of the world’s leading organizations. Our clients depend on us to solve their complex technical challenges and rely on our expertise in core engineering, advanced technology, digital engagement and intelligent enterprise development. We are continuously venturing into new industries to expand our core industry client base in software and technology, financial services, media and entertainment, travel and hospitality, retail and distribution and life sciences and healthcare. Our teams of developers, architects, strategists, engineers, designers, and product experts have the capabilities and skill sets to deliver business results.
Our delivery focus has not wavered since our inception over 20 years ago, even as our capabilities, tools, and practices have progressed over time. Our delivery evolved to accommodate the needs of customers across multiple continents and lines of business and to ensure consistent quality in every project deliverable. Our global delivery model and centralized support functions, combined with the benefits of scale from the shared use of fixed-cost resources enhance our productivity levels and enable us to better manage the efficiency of our global operations. As a result, we have created a delivery base whereby our applications, tools, methodologies and infrastructure allow us to seamlessly deliver services and solutions from our delivery centers to global clients across all geographies, further strengthening our relationships with them.
Through increased specialization in focused verticals and a continued emphasis on strategic partnerships, we are leveraging our roots in software engineering to grow as a recognized brand in software development and end to end digital transformation services for our clients.
Year-to-Date 2015 Developments and Trends
During the first nine months of 2015, our revenues were $653.9 million, an increase of approximately 23.9% over $527.8 million reported for the same period a year ago. Our performance remained strong across our key verticals, with Life Sciences and Healthcare vertical emerging rapidly and showing growth of 87.5% during the first nine months of 2015 as compared to the first nine months of 2014.
We seek to grow revenues by continually expanding the scope and size of our engagements, as well as by growing our key customer base through business development efforts and strategic acquisitions in many areas including digital design. During the first three quarters of 2015, we focused on integrating the acquired business as well as continued developing our existing business, both geographically and across industry verticals. As we enter new geographies through acquisitions and organic growth, we continue to seek to expand our product offerings and industry expertise in those new countries.  Following from the Jointech acquisition, we are growing in the Asia Pacific region with opportunities with new clients, and we are investing in the rebranding of Jointech to “EPAM Asia” locally.
We remain committed to maintaining a well-balanced portfolio of clients and continuing to diversify it. During the first three quarters of 2015, our top five and top ten customers accounted for 33.5% and 44.4% of consolidated revenues, respectively.
On July 10, 2015, we acquired NavigationArts, Inc and its subsidiary to expand our product and design service portfolio. NavigationArts, Inc., headquartered in McLean, Virginia, provides professional consulting services and is regarded as a leading user-experience agency. The acquisition of NavigationArts, Inc. added approximately 90 design consultants to our headcount. We expect this acquisition to further expand our product and design services capabilities.

24



Summary of Results of Operations and Non-GAAP Financial Measures
The following table presents a summary of our results of operations for the three and nine months ended September 30, 2015 and 2014:
 
Three Months Ended 
 September 30,
 
Increase 
 
Nine Months Ended 
 September 30,
 
Increase 
 
2015
 
2014
 
Dollars 
 
Percentage 
 
2015
 
2014
 
Dollars 
 
Percentage 
 
(in thousands, except percentages) 
Revenues
$
236,049

 
$
192,764

 
$
43,285

 
22.5
%
 
$
653,875

 
$
527,843

 
$
126,032

 
23.9
%
Income from operations
27,776

 
21,835

 
5,941

 
27.2
%
 
74,202

 
62,168

 
12,034

 
19.4
%
Net income
22,873

 
19,040

 
3,833

 
20.1
%
 
56,818

 
51,218

 
5,600

 
10.9
%
The key highlights of our consolidated results for the three and nine months ended September 30, 2015, as compared to the corresponding periods of 2014, were as follows:
Our North American geography had the greatest impact on revenue growth, generating revenue growth of $27.1 million and $76.5 million during the three and nine months ended September 30, 2015, or 27.7% and 29.0% over the corresponding periods of 2014;
Revenue increased in all our key verticals, and in particular within the Travel and Consumer and Life Sciences and Healthcare verticals, which grew $15.8 million and $6.3 million, respectively, in the third quarter of 2015 over the corresponding period of 2014 and $38.4 million and $23.3 million on a year to date basis.
Income from operations grew by 27.2% and 19.4% during the three and nine months ended September 30, 2015 compared with the corresponding periods of 2014 as we continued our aggressive growth.
Net income increased by 20.1% during the third quarter of 2015 compared with the corresponding period of 2014. On a year-to-date basis, the net income increased by 10.9% over the corresponding period of 2014. Expressed as a percentage of revenues, net income remained consistent during the three and nine months ended September 30, 2015, compared with the corresponding periods of 2014 despite the adverse effect of the higher effective tax rate and significant foreign exchange rate changes in 2015 as compared to 2014.
The operating results in any period are not necessarily indicative of the results that may be expected for any future period.
In our quarterly earnings press releases and conference calls, we discuss the following key measures that are not calculated according to U.S. GAAP:
Non-GAAP income from operations is the income from operations as reported on our condensed consolidated statements of income and comprehensive income exclusive of certain expenses and benefits.
Non-GAAP operating margin is the non-GAAP income from operations as a percentage of reported revenues.
We believe that these non-GAAP measures help illustrate trends in our core business and we use these measures to establish budgets and operational goals, manage our business and evaluate our performance. We exclude certain expenses and benefits from non-GAAP income from operations that we believe are not reflective of these underlying business trends and are not useful measures in determining our operational performance and overall business strategy. Because our reported non-GAAP financial measures are not calculated according to GAAP, these measures are not comparable to GAAP and may not be comparable to similarly described non-GAAP measures reported by other companies within our industry. Consequently, our non-GAAP financial measures should not be evaluated in isolation from or supplant comparable GAAP measures, but, rather, should be considered together with our financial statements, which are prepared according to GAAP.

25


The following table presents a reconciliation of income from operations as reported on our condensed consolidated statements of income and comprehensive income to non-GAAP income from operations and non-GAAP operating margin for the three and nine months ended September 30, 2015 and 2014:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2015

2014
 
2015
 
2014
 
(in thousands, except percentages) 
GAAP income from operations
$
27,776

 
$
21,835

 
$
74,202

 
$
62,168

Stock-based compensation expense
11,963

 
7,425

 
33,350

 
16,524

Amortization of purchased intangible assets
1,290

 
2,508

 
3,742

 
5,380

Acquisition-related costs
427

 

 
489

 
880

One-time items

 

 

 
2,000

Non-GAAP income from operations
$
41,456

 
$
31,768

 
$
111,783

 
$
86,952

 
 
 
 
 
 
 
 
GAAP operating margin
11.8
%
 
11.3
%
 
11.3
%
 
11.8
%
Effect of the adjustments detailed above
5.8
%
 
5.2
%
 
5.8
%
 
4.7
%
Non-GAAP operating margin
17.6
%
 
16.5
%
 
17.1
%
 
16.5
%
From time to time, we acquire businesses and as such incur operating expenses, which are not related to our core company or segment operations and may include acquisition-related costs and amortization of acquired intangible assets. These costs vary with the size and complexity of the related acquisition and are generally inconsistent in amount and frequency, therefore, the size, complexity and volume of past acquisitions, which often drive the magnitude of acquisition-related costs, may not be indicative of the size, complexity and volume of future transactions and costs.
Amortization of purchased intangible assets is excluded from our non-GAAP measures to allow management to evaluate our operating results as if these assets have been developed internally rather than acquired in a business combination. We believe this approach provides a supplemental measure of performance in which the acquired intangible assets are treated in a manner comparable to the internally developed assets.
Stock-based compensation expense is excluded from our non-GAAP measures because we believe such exclusion allows for a more accurate comparison of our operating results among the periods.
We also exclude certain other expenses and one-time charges that we believe are not indicative of what we consider to be organic continuing operations. Such items include impairment write-offs of goodwill and other assets, legal settlement expenses, and certain other non-cash one-time charges and write offs.
See our “Results of Operations” section below for a more detailed discussion and analysis of these charges.
We have significant international operations, and we earn revenues and incur expenses in multiple currencies. When important to management’s analysis, operating results are compared in “constant currency terms”, a non-GAAP financial measure that excludes the effect of foreign currency exchange rate fluctuations. The effect of rate fluctuations is excluded by translating the current period revenues and expenses into U.S. dollars at the weighted average exchange rates of the prior period of comparison. See Item 3, “Quantitative and Qualitative Disclosures About Market Risk” of this report for a discussion of our exposure to exchange rates.

26


Effects of Inflation
Economies in CIS countries, particularly Belarus, Russia, Kazakhstan and Ukraine, have periodically experienced high rates of inflation. Periods of higher inflation may slow economic growth in those countries and as a result decrease demand for our services and negatively impact the business of our existing clients. Inflation is likely to increase some of our expenses, which may reduce our profitability, as we may not be able to pass these increases on to our clients. Generally, our largest expense that could be impacted by inflation is wages. We do not rely on borrowed funds for operations in those locations; therefore, increases in interest rates typical for inflationary environments do not currently pose a risk to our business.
Ukraine has been experiencing political and economic turmoil with no improvement as of the date of this report. Various news sources estimate that inflation has been increasing and the rate of increase has been accelerating throughout 2015. According to news reports, the peace talks continue and efforts to improve the government are in progress, however, the cost of the continuing crisis is severely impacting the Ukrainian economy. The Ukrainian currency has been weakened and the negative outlook in the Ukrainian economy continues. We have not seen a significant impact from the inflation in Ukraine as our largest expense there, wages, is denominated in U.S. dollars in order to provide stability in our business and for our employees. Additionally, we do not have clients located in Ukraine.
Inflation in Russia increased late in 2014 due to weakening of the Russian ruble and decreasing oil prices. During 2015, inflation in Russia has remained steady with some decline observed in recent months. Our operations in Russia have not been affected directly by local inflation; however, we have noted some decline in demand for our services by our clients in Russia.
Belarus over the last several years has been experiencing hyperinflation. The measures currently used by the Belarusian government to control this recent inflation include monetary policy and pricing instruments, including increasing interest rates and the use of anti-monopoly laws to prevent the increase in pricing of goods, as well as privatization and using foreign borrowings to replenish the budget and stabilize the local currency. Inflation, government actions to combat inflation and public speculation about possible additional actions have also contributed to economic uncertainty in Belarus. Belarus may experience high levels of inflation in the future. We have not seen a significant impact from the inflation in Belarus as our largest expense there, wages, is denominated in U.S. dollars in order to provide stability in our business and for our employees. Additionally, we do not have significant clients located in Belarus and in the first nine months of 2015, we had approximately $1.0 million, or 0.2%, of our revenues denominated in Belarusian rubles.
Other locations where we have clients or perform services are not experiencing significant inflation and our business is not materially impacted by inflation in those locations.
Results of Operations
The following table sets forth a summary of our consolidated results of operations for the periods indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report. The operating results in any period are not necessarily indicative of the results that may be expected for any future period.
 
Three Months Ended 
 September 30,
 
Increase/(Decrease) 
 
Nine Months Ended 
 September 30,
 
Increase/(Decrease) 
 
2015
 
2014
 
Dollars 
 
Percentage 
 
2015
 
2014
 
Dollars 
 
Percentage 
 
(in thousands, except percentages)
Revenues
$
236,049

 
$
192,764

 
$
43,285

 
22.5
 %
 
$
653,875

 
$
527,843

 
$
126,032

 
23.9
 %
Operating expenses:
 
 
 
 
 

 
 

 
 

 
 

 
 

 
 

Cost of revenues (exclusive of depreciation and amortization)(1)
148,479

 
122,509

 
25,970

 
21.2
 %
 
408,622

 
335,065

 
73,557

 
22.0
 %
Selling, general and administrative expenses(2)
55,431

 
42,875

 
12,556

 
29.3
 %
 
158,345

 
113,905

 
44,440

 
39.0
 %
Depreciation and amortization expense
4,393

 
5,510

 
(1,117
)
 
(20.3
)%
 
12,496

 
14,650

 
(2,154
)
 
(14.7
)%
Other operating expenses, net
(30
)
 
35

 
(65
)
 
(185.7
)%
 
210

 
2,055

 
(1,845
)
 
(89.8
)%
Income from operations
27,776

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