UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 11, 2016
Syntel, Inc.
(Exact name of registrant as specified in its charter)
| Michigan | 000-22903 | 38-2312018 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 525 E. Big Beaver Road, Suite 300, Troy, Michigan | 48083 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (248) 619-2800
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On October 20, 2016, Syntel, Inc. (the “Company”) issued a press release announcing results of operations and related financial information for its third quarter ended September 30, 2016. A copy of the press release is attached to this Report as Exhibit 99.1. The information contained in Item 2.02 of this Current Report, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except if the Company expressly states that such information is to be considered “filed” under the Exchange Act or incorporates it by specific reference in such filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) On October 17, 2016, the Board of Directors of Syntel named Anil Agrawal as Chief Financial Officer and Chief Information Security Officer, effective November 1, 2016. Mr. Agrawal, age 39, has been Acting Chief Financial Officer since November 2015 and has been with Syntel since 2001. Mr. Agrawal was previously a General Manager of Finance for Syntel and served as Head of Finance for the India operations from 2007 through December 2011 and Head of Corporate Financial Planning and Analytics from January 2012 to November 2015.
(e) Mr. Agrawal’s compensation, effective November 1, 2016, will consist of a base salary of 6,300,000 Indian rupees per year and a variable annual target bonus of 2,100,000 Indian rupees. In connection with his appointment as Chief Financial Officer, Mr. Agrawal will receive a grant of 6,000 shares of restricted Syntel stock (to vest over four years) pursuant to the Syntel 2016 Incentive Plan. Mr. Agrawal will receive a car allowance and the benefit package available to Syntel Private Limited employees.
The appointment of Mr. Agrawal is announced in the press release attached to this Report as Exhibit 99.1.
Item 8.01. Other Events.
NASDAQ Stock Market (“NASDAQ”) staff notified Syntel, Inc. (“Syntel”) on June 14, 2016, that Syntel did not comply with NASDAQ Listing Rule 5605(b)(1) (the “Rule”), which sets forth the independent director requirements for continued listing on The Nasdaq Global Select Market, and established a cure period for Syntel to regain compliance with the Rule. On October 10, 2016, within the cure period, the Syntel Board of Directors elected an additional independent director, Rex E. Schlaybaugh, Jr., to the Board of Directors, which now includes Paritosh K. Choksi, Bharat Desai, Thomas Doeke, Rajesh Mashruwala, Nitin Rakesh, Prashant Ranade, Vinod K. Sahney, Rex E. Schlaybaugh, Jr., and Neerja Sethi, establishing a majority of independent directors. On October 11, 2016, Syntel received a letter from the NASDAQ staff notifying Syntel that it complies with the Rule’s independent director requirements for continued listing on The Nasdaq Global Select Market and that the matter is now closed.
2
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit |
||
| 99.1 |
Press Release dated October 20, 2016. | |
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Syntel, Inc. (Registrant) | ||||||
| Date October 20, 2016 | By | /s/ Daniel M. Moore | ||||
| Daniel M. Moore, Chief Administrative Officer | ||||||
4
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 |
Press Release dated October 20, 2016. | |
5
Exhibit 99.1
Syntel Reports Third Quarter 2016 Financial Results
Highlights:
| • | Q3 revenue of $241M, down 5% from year-ago quarter, and 2% sequentially |
| • | Q3 loss per share of $2.58 as compared to EPS of $0.92 in the year-ago quarter, and $0.70 in the prior quarter. Q3 2016 EPS was negatively impacted by $3.21 per share of one-time tax expense associated with a one-time repatriation of cash. |
| • | Q3 cash & short term investments of $88.4M |
| • | Global Headcount of 23,055 on September 30, 2016, versus 23,814 in the year ago quarter |
TROY, Mich. – October 20, 2016 – Syntel, Inc. (Nasdaq:SYNT), a global leader in digital modernization, information technology and knowledge process services for Global 2000 companies, today announced financial results for the third quarter, ended September 30, 2016.
Third Quarter Financial Highlights
Syntel’s revenue for the third quarter decreased five percent to $241.3 million from $253.6 million in the prior-year period, and two percent from $246 million in the second quarter of 2016. During the third quarter, Banking and Financial Services accounted for 48.1 percent of total revenue, with Retail, Logistics and Telecom at 17.2 percent, Healthcare and Life Sciences at 16.4 percent, Insurance at 13.7 percent, and Manufacturing at 4.6 percent.
The Company’s gross margin was 39.2 percent in the third quarter, compared to 42.4 percent in the prior-year period and 37 percent in the second quarter of 2016. Selling, General and Administrative (SG&A) expenses were 12.2 percent of revenue in the third quarter, compared to 6 percent in the prior-year period and 7.4 percent in the previous quarter.
The third quarter income from operations was 27 percent of revenue as compared to 36.5 percent in the prior-year period and 29.6 percent in the second quarter. The sequential decline in operating margin during the third quarter primarily reflects the unfavorable impact of currency-related balance sheet translations, which was partially offset by lower immigration expenses.
In connection with a special cash dividend and the one-time repatriation of cash announced on September 12, the Company recognized a one-time tax expense of $271 million (net of foreign tax credits) in the third quarter of 2016. As a result, net loss for the third quarter was $217.2 million or $2.58 per diluted share, compared to net income of $77.7 million or $0.92 per diluted share in the prior-year period and $58.8 million or $0.70 in the second quarter of 2016.
During Q3, Syntel spent $6.2 million in CAPEX, largely in support of campus infrastructure, and finished the quarter with cash and short-term investments of $88.4 million. The Company ended the quarter with 23,055 employees globally.
Operational Highlights
“Market conditions were challenging during the third quarter as macroeconomic, business and regulatory uncertainty impacted customer spending in what is typically a seasonally strong period,” said Syntel CEO and President Nitin Rakesh. “Despite this, we continued to see some signs of stabilization in our insurance segment, including in the personal lines sub-industry.”
“Syntel is unwavering in its strategic focus on becoming the global leader in digital modernization. A strong deal pipeline and favorable customer response to our comprehensive offerings in this area give us confidence that our growth trajectory will improve as near-term headwinds abate,” said Rakesh.
“During the third quarter our Board declared a special cash dividend of $15 a share, returning considerable value to our shareholders. This decision underscores conviction in our financial and operational strength and in our ability to execute on our strategic focus.”
2016 Guidance
Based on current visibility levels and an exchange rate assumption of 67 Indian rupees to the dollar, the Company currently expects 2016 revenue of $960 million to $970 million and loss per share in the range of $0.65 to $0.75.
CFO Appointment
On October 17, 2016, the Board of Directors of Syntel named Anil Agrawal as Chief Financial Officer and Chief Information Security Officer, effective November 1, 2016. Mr. Agrawal, age 39, has been Acting Chief Financial Officer since November 2015 and has been with Syntel since 2001. Mr. Agrawal was previously a General Manager of Finance for Syntel and served as Head of Finance for the Company’s India operations from 2007 through December 2011 and Head of Corporate Financial Planning and Analytics from January 2012 to November 2015.
Syntel to Host Conference Call
Syntel will discuss its third quarter 2016 results today on a conference call at 10:00 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 will be available until October 27, 2016 by dialing (855) 859-2056 and entering “97795475”. International callers may dial (404) 537-3406 and enter the same passcode.
About Syntel
Syntel (Nasdaq:SYNT) is the global leader in digital modernization services, with a core suite of automation-driven IT and knowledge process services. Syntel helps global enterprises thrive in the Two-Speed World™ by building agile, efficient technology infrastructures that blend legacy business models with disruptive digital innovations. Syntel’s recursive automation platform, SyntBots®, enables clients to manage, migrate, and modernize their business and technology ecosystems. Syntel believes in a “Customer for Life” philosophy to build collaborative partnerships and creates long-term business value for its clients by investing in IP, solutions and industry-focused delivery teams with deep domain knowledge.
To learn more, visit us at: www.syntelinc.com
Safe Harbor Provision
This news release may include forward-looking statements, including those with respect to the future level of business for Syntel, Inc. These statements are necessarily subject to risk and uncertainty. Actual results could differ materially from those projected in these forward-looking statements as a result of certain risk factors set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 or from other factors not currently anticipated.
Contacts:
North America/Europe: Jon Luebke, Syntel, 248/619-3503, jon_luebke@syntelinc.com
Europe and International: Rani Gill, Flame PR, +44 0203 357 9746, Syntel@flamepr.com
# # #
SYNTEL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)/INCOME
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
| THREE MONTHS ENDED SEPTEMBER 30, |
NINE MONTHS ENDED SEPTEMBER 30, |
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| 2016 | 2015 | 2016 | 2015 | |||||||||||||
| Net revenues |
$ | 241,255 | $ | 253,636 | $ | 728,663 | $ | 714,032 | ||||||||
| Cost of revenues |
146,672 | 146,061 | 453,371 | 436,550 | ||||||||||||
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| Gross profit |
94,583 | 107,575 | 275,292 | 277,482 | ||||||||||||
| Selling, general and administrative expenses |
29,526 | 15,121 | 77,468 | 72,231 | ||||||||||||
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| Income from operations |
65,057 | 92,454 | 197,824 | 205,251 | ||||||||||||
| Other income, net |
4,227 | 10,227 | 13,198 | 29,452 | ||||||||||||
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| Income before provision for income taxes |
69,284 | 102,681 | 211,022 | 234,703 | ||||||||||||
| Income tax expense |
286,513 | 24,990 | 316,403 | 56,412 | ||||||||||||
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| Net (Loss)/Income |
$ | (217,229 | ) | $ | 77,691 | $ | (105,381 | ) | $ | 178,291 | ||||||
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| Other Comprehensive (Loss)/Income |
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| Foreign currency translation adjustments |
$ | (391 | ) | $ | (34,012 | ) | $ | (17,725 | ) | $ | (39,932 | ) | ||||
| Unrealized gains (Loss) on securities: |
||||||||||||||||
| Unrealized holding gains arising during period |
170 | 1,477 | 217 | 4,769 | ||||||||||||
| Reclassification adjustment for gains included in net income |
(1,931 | ) | (3,341 | ) | (244 | ) | (4,360 | ) | ||||||||
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| (1,761 | ) | (1,864 | ) | (27 | ) | 409 | ||||||||||
| Defined benefit pension plans: |
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| Net Profit (Loss) arising during period |
— | — | — | — | ||||||||||||
| Amortization of prior service cost included in net periodic pension cost |
12 | 37 | 47 | 96 | ||||||||||||
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| 12 | 37 | 47 | 96 | |||||||||||||
| Other comprehensive (loss) before tax |
(2,140 | ) | (35,839 | ) | (17,705 | ) | (39,427 | ) | ||||||||
| Income tax benefit (expenses) related to Other Comprehensive (loss)/income |
659 | 461 | (54 | ) | (572 | ) | ||||||||||
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| Other comprehensive (loss), net of tax |
(1,481 | ) | (35,378 | ) | (17,759 | ) | (39,999 | ) | ||||||||
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| Comprehensive (Loss)/Income |
$ | (218,710 | ) | $ | 42,313 | $ | (123,140 | ) | $ | 138,292 | ||||||
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| Dividend Per Share |
$ | 15.00 | — | $ | 15.00 | — | ||||||||||
| (LOSS)/EARNINGS PER SHARE: |
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| Basic |
$ | (2.58 | ) | $ | 0.92 | $ | (1.25 | ) | $ | 2.12 | ||||||
| Diluted |
$ | (2.58 | ) | $ | 0.92 | $ | (1.25 | ) | $ | 2.12 | ||||||
| Weighted average common shares outstanding: |
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| Basic |
84,214 | 84,005 | 84,155 | 83,950 | ||||||||||||
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| Diluted |
84,289 | 84,131 | 84,278 | 84,131 | ||||||||||||
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SYNTEL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
| (Unaudited) September 30, 2016 |
(Audited) December 31, 2015 |
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| ASSETS | ||||||||
| Current assets: |
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| Cash and cash equivalents |
$ | 65,244 | $ | 500,499 | ||||
| Short term investments |
23,150 | 540,045 | ||||||
| Accounts receivable, net of allowance for doubtful accounts of $663 at September 30, 2016 and $622 at December 31, 2015, respectively |
113,077 | 136,926 | ||||||
| Revenue earned in excess of billings |
32,711 | 30,448 | ||||||
| Advance to transfer agent for dividend payout |
1,261,500 | — | ||||||
| Deferred income taxes and other current assets |
36,442 | 44,575 | ||||||
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| Total current assets |
1,532,124 | 1,252,493 | ||||||
| Property and equipment |
230,653 | 217,922 | ||||||
| Less accumulated depreciation and amortization |
120,732 | 112,146 | ||||||
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| Property and equipment, net |
109,921 | 105,776 | ||||||
| Goodwill |
906 | 906 | ||||||
| Non current Term Deposits with Banks |
229 | 77 | ||||||
| Deferred income taxes and other non current assets |
61,935 | 64,018 | ||||||
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| TOTAL ASSETS |
$ | 1,705,115 | $ | 1,423,270 | ||||
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| LIABILITIES AND SHAREHOLDERS’ (DEFICIT)/EQUITY LIABILITIES | ||||||||
| Current liabilities: |
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| Accrued payroll and related costs |
$ | 55,649 | $ | 60,339 | ||||
| Income taxes payable |
60,377 | 11,305 | ||||||
| Accounts payable and other current liabilities |
39,065 | 37,892 | ||||||
| Deferred revenue |
3,189 | 7,716 | ||||||
| Loans and borrowings |
15,131 | 129,981 | ||||||
| Dividends payable |
1,261,500 | — | ||||||
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| Total current liabilities |
1,434,911 | 247,233 | ||||||
| Other non current liabilities |
26,707 | 17,592 | ||||||
| Non Current loans and borrowings |
464,190 | — | ||||||
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| TOTAL LIABILITIES |
1,925,808 | 264,825 | ||||||
| SHAREHOLDERS’ (DEFICIT)/EQUITY | ||||||||
| Total shareholders’ (Deficit)/Equity |
(220,693 | ) | 1,158,445 | |||||
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| TOTAL LIABILITIES AND SHAREHOLDERS’ (DEFICIT)/EQUITY |
$ | 1,705,115 | $ | 1,423,270 | ||||
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