Attached files

file filename
8-K - 8-K - SYNTEL INCd586089d8k.htm

Exhibit 99.1

Syntel Reports Second Quarter 2018 Financial Results

Highlights:

 

    Q2 revenue of $249.7M, up 10% from year-ago quarter, and 2% sequentially

 

    Q2 EPS of $0.49 per diluted share as compared to $0.44 in the year-ago quarter and $0.55 in the first quarter 2018

 

    Q2 2018 cash & short term investments of $127.8M

 

    Global Headcount of 23,476 on June 30, 2018, versus 21,850 in the year-ago quarter

TROY, Mich. – DATE – Syntel, Inc. (Nasdaq:SYNT), a leading global provider of integrated information technology and knowledge process services, today announced financial results for the second quarter, ended June 30, 2018.

Second Quarter Financial Highlights

Syntel’s revenue for the second quarter increased 10.1 percent to $249.7 million from $226.8 million in the prior-year period, and 1.8 percent from $245.3 million in the first quarter of 2018. During the second quarter, Banking and Financial Services accounted for 43.3 percent of total revenue, with Retail, Logistics and Telecom at 18.6 percent, Healthcare and Life Sciences at 18.1 percent, Insurance at 15.2 percent, and Manufacturing at 4.8 percent.

The Company’s gross margin was 33.9 percent in the second quarter, compared to 36 percent in the prior-year period and 37.2 percent in the first quarter of 2018. Selling, General and Administrative (SG&A) expenses were 11.1 percent of revenue in the second quarter, compared to 12.6 percent in the prior-year period and 11 percent in the previous quarter.

The second quarter income from operations was 22.8 percent of revenue as compared to 23.4 percent in the prior-year period and 26.2 percent in the first quarter of 2018. Net income for the second quarter was $41.1 million or $0.49 per diluted share, compared to $36.7 million or $0.44 per diluted share in the prior-year period and $45.6 million or $0.55 per diluted share in the first quarter of 2018.

During Q2, Syntel spent $1.6 million in CAPEX and finished the quarter with cash and short-term investments of $127.8 million. Syntel ended the quarter with 23,476 employees globally.

Operational Highlights

“I am pleased with our Q2 results,” said Syntel CEO and President Rakesh Khanna. “Strong execution and our focus on building deep customer relationships drove growth across every industry segment.”

“We saw robust demand for Syntel’s next-generation digital solutions and automation-led services during Q2.” said Khanna. “Our long-standing collaboration with customers guides the investments we make in critical services and capabilities. Across our organization, there is a commitment to helping our clients transform, compete and thrive in the digital economy.”

Syntel Enters Definitive Agreement to be Acquired by Atos S.E.

On July 20, the Company entered into a definitive merger agreement with Atos S.E. under which Atos will acquire Syntel for $41 per share in cash. The merger agreement has been approved unanimously by the boards of directors of both companies; however, it is subject to regulatory approvals, approval by Syntel shareholders and other customary closing conditions. The transaction is expected to close by year-end 2018.

2018 Guidance

In light of the announced definitive merger agreement with Atos S.E., the Company will not be providing further updates to its financial guidance.


Syntel to Host Conference Call

Syntel will discuss its second quarter 2018 results today on a conference call at 8:00 a.m. (EDT). To listen to the call, please dial (877) 837-3915 in the US/Canada or (973) 638-3495 internationally. The call will also be broadcast live via the Internet at Syntel’s web site: investor.syntelinc.com. Please access the site at least 15 minutes prior to the call to register and download any necessary software. A replay of this call will be available starting on Friday, July 27 until August 3, 2018 by dialing (855) 859-2056 and entering “4163139.” International callers may dial (404) 537-3406 and enter the same passcode.

About Syntel

Syntel (Nasdaq:SYNT) is a leading global provider of integrated information technology and knowledge process services. Syntel helps global enterprises evolve the core by leveraging automation, scaled agile and cloud platforms to build efficient application development and management, testing and infrastructure solutions. Syntel’s digital services enable companies to engage customers, discover new insights through analytics, and create a more connected enterprise through the internet of things. Syntel’s “Customer for Life” philosophy builds collaborative partnerships and creates long-term client value by investing in IP, solutions and industry-focused delivery teams with deep domain knowledge.

To learn more, visit us at www.syntelinc.com.

Cautionary Statements Regarding Forward-Looking Statements

This communication includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations or beliefs and on currently available competitive, financial and economic data and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the forward-looking statements herein due to changes in economic, business, competitive, technological and/or regulatory factors, and other risks and uncertainties affecting the operation of the business of Syntel, including many factors beyond our control. These risks and uncertainties include, but are not limited to, those associated with: the parties’ ability to meet expectations regarding the timing and completion of the merger; the occurrence of any event, change or other circumstance that would give rise to the termination of the merger agreement; the failure to satisfy each of the conditions to the consummation of the merger; the disruption of management’s attention from ongoing business operations due to the merger; the effect of the announcement of the merger on Syntel’s relationships with its customers as well as its operating results and business generally; the outcome of any legal proceedings related to the merger; employee retention as a result of the merger; our ability to maintain a competitive leadership position with respect to the services that we offer; the conduct of our business and operations internationally, including the complexity of compliance with international laws and regulations and risks related to adverse regulatory actions; our ability to deliver new services to the market on time and in a manner sufficient to meet demand; our ability to protect our computer systems and networks from fraud, cyber-attacks or security breaches; our assumptions, judgments and estimates regarding the impact on our business of political instability in markets where we conduct business; uncertainty in the global economic environment and financial markets; the status of our relationships with and condition of third parties, such as our key customers, upon whom we rely in the conduct of our business; our ability to effectively hedge our exposure to interest rate and foreign currency exchange rate fluctuations; and our dependence on our key employees. For a further list and description of the risks and uncertainties affecting the operations of our business, see our filings with the Securities and Exchange Commission, including our annual report on Form 10-K and our quarterly reports on Form 10-Q.

The forward-looking statements speak only as of the date such statements are made. Syntel is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise.


Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed acquisition of Syntel by Atos. In connection with the proposed acquisition, Syntel intends to file relevant materials with the SEC, including Syntel’s proxy statement on Schedule 14A. STOCKHOLDERS OF SYNTEL ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING SYNTEL’S PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents free of charge at the SEC’s web site, http://www.sec.gov, and Syntel stockholders will receive information at an appropriate time on how to obtain transaction-related documents free of charge from Syntel. Such documents are not currently available.

Participants in Solicitation

Syntel and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of Syntel common stock in respect of the proposed transaction. Information about the directors and executive officers of Syntel is set forth in the proxy statement for Syntel’s 2018 Annual Meeting of Stockholders, which was filed with the SEC on April 27, 2018 and Syntel’s Annual Report on Form 10-K for the year ended December 31, 2017, which was filed on February 26, 2018. Investors may obtain additional information regarding the interest of such participants by reading the proxy statement regarding the acquisition when it becomes available.

Contact:

Zaineb Bokhari, Syntel, zaineb_bokhari@syntelinc.com

# # #


SYNTEL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

(IN THOUSANDS, EXCEPT PER SHARE DATA)

 

     THREE MONTHS ENDED
JUNE 30,
    SIX MONTHS ENDED
JUNE 30,
 
     2018     2017     2018     2017  

Net revenues

   $ 249,699     $ 226,811     $ 495,044     $ 452,680  

Cost of revenues

     165,058       145,053       319,149       288,213  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     84,641       81,758       175,895       164,467  

Selling, general and administrative expenses

     27,646       28,659       54,632       58,913  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from operations

     56,995       53,099       121,263       105,554  

Other income (expense):

        

Interest Expense

     (2,193     (3,216     (4,626     (6,592

Non-Service component of post retirement benefit cost

     (288     (338     (590     (662

Other income

     1,470       462       2,031       958  
  

 

 

   

 

 

   

 

 

   

 

 

 

Other income (expense), net

     (1,011     (3,092     (3,185     (6,296

Income before provision for income taxes

     55,984       50,007       118,078       99,258  

Income tax expense

     14,836       13,355       31,291       24,226  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

   $ 41,148     $ 36,652     $ 86,787     $ 75,032  
  

 

 

   

 

 

   

 

 

   

 

 

 

Other Comprehensive Income

        

Foreign currency translation adjustments

   $ (12,614   $ 937     $ (15,071   $ 7,112  

Gains/(Losses) on derivatives:

        

Gains (losses) arising during period on cash flow hedges

     975       (672     3,885       291  

Unrealized gains/(losses) on securities:

        

Unrealized holding gains arising during period

     426       198       699       241  

Reclassification adjustment for gains included in net income

     (207     (89     (156     (81
  

 

 

   

 

 

   

 

 

   

 

 

 
     219       109       543       160  

Defined benefit pension plans:

        

Prior service cost arising during period

         (457  

Net profit arising during period

     —         —         18       6  

Amortization of prior service cost included in net periodic pension cost

     (1     24       7       32  
  

 

 

   

 

 

   

 

 

   

 

 

 
     (1     24       (432     38  

Other comprehensive Income (Loss), before tax

     (11,421     398       (11,075     7,601  

Income tax benefit (expenses) related to Other comprehensive income (loss)

     (329     224       (1,028     (179
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive Income/(loss), net of tax

     (11,750     622       (12,103     7,422  
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive Income

   $ 29,398     $ 37,274     $ 74,684     $ 82,454  
  

 

 

   

 

 

   

 

 

   

 

 

 

EARNINGS PER SHARE:

        

Basic

   $ 0.49     $ 0.44     $ 1.04     $ 0.90  

Diluted

   $ 0.49     $ 0.44     $ 1.04     $ 0.89  

Weighted average common shares outstanding:

        

Basic

     83,130       83,818       83,130       83,807  
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

     83,475       83,853       83,426       83,844  
  

 

 

   

 

 

   

 

 

   

 

 

 


SYNTEL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(IN THOUSANDS)

 

     (Unaudited)
June 30,
     (Audited)
December 31,
 
     2018      2017  
ASSETS              

Current assets:

     

Cash and cash equivalents

   $ 77,971      $ 95,994  

Short term investments

     49,797        26,501  

Accounts receivable, net of allowance for doubtful accounts of $49 at June 30, 2018 and $ Nil at December 31, 2017.

     118,007        115,052  

Revenue earned in excess of billings

     35,955        24,995  

Other current assets

     21,353        29,484  
  

 

 

    

 

 

 

Total current assets

     303,083        292,026  

Property and equipment

     227,226        240,948  

Less accumulated depreciation and amortization

     130,253        134,650  
  

 

 

    

 

 

 

Property and equipment, net

     96,973        106,298  

Goodwill

     906        906  

Non current Term Deposits with Banks

     380        396  

Deferred income taxes and other non current assets

     86,252        84,090  
  

 

 

    

 

 

 

TOTAL ASSETS

   $ 487,594      $ 483,716  
  

 

 

    

 

 

 
LIABILITIES AND SHAREHOLDERS’ EQUITY/(DEFICIT)              
LIABILITIES              

Current liabilities:

     

Accrued payroll and related costs

   $ 48,683      $ 51,497  

Income taxes payable

     34,638        21,100  

Accounts payable and other current liabilities

     39,762        34,762  

Deferred revenue

     3,542        3,240  

Loans and borrowings

     27,974        24,268  
  

 

 

    

 

 

 

Total current liabilities

     154,599        134,867  

Deferred income taxes and other non current liabilities

     28,642        27,325  

Non Current loans and borrowings

     239,548        334,446  
  

 

 

    

 

 

 

TOTAL LIABILITIES

     422,789        496,638  
SHAREHOLDERS’ EQUITY              

Total shareholders’ equity/(deficit)

     64,805        (12,922
  

 

 

    

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY/(DEFICIT)

   $ 487,594      $ 483,716