SEC Filings

6-K
WNS (HOLDINGS) LTD filed this Form 6-K on 11/05/2018
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Table of Contents

WNS (HOLDINGS) LIMITED

NOTES TO UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data)

 

22.

Other income, net

Other income, net consists of the following:

 

     Three months ended September 30,      Six months ended September 30,  
     2018      2017      2018      2017  

Interest income

   $ 579      $ 915      $ 1,230      $ 1,706  

Dividend income

     —          673        32        1,546  

Net gain arising on financial assets designated as FVTPL

     1,635        1        3,683        3  

Others, net

     806        835        1,414        1,948  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 3,020      $ 2,424      $ 6,359      $ 5,203  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

23.

Share-based payments

The Company has three share-based incentive plans: the 2002 Stock Incentive Plan adopted on July 1, 2002 (which has expired), the 2006 Incentive Award Plan adopted on June 1, 2006, as amended and restated in February 2009, September 2011 and September 2013 (which has expired), and the 2016 Incentive Award Plan effective from September 27, 2016, as amended and restated in September 2018 (collectively referred to as the “Plans”). All the plans are equity settled. Under the Plans, share-based options and RSUs may be granted to eligible participants. Options and RSUs are generally granted for a term of ten years and have a graded vesting period of up to four years. The Company settles employee share-based options and RSU exercises with newly issued ordinary shares. As at September 30, 2018, the Company had 3,202,051 ordinary shares available for future grants.

Share-based compensation expense during the three and six months ended September 30, 2018 and 2017 is as follows:

 

     Three months ended September 30,      Six months ended September 30,  
     2018      2017      2018      2017  

Share-based compensation expense recorded in

           

Cost of revenue

   $ 1,108      $ 1,269      $ 2,128      $ 2,045  

Selling and marketing expenses

     894        831        1,611        1,355  

General and administrative expenses

     6,085        7,867        12,031        12,929  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total share-based compensation expense

   $ 8,087      $ 9,967      $ 15,770      $ 16,329  
  

 

 

    

 

 

    

 

 

    

 

 

 

Upon exercise of share options and RSUs, the Company issued 110,926 and 698,121 shares for the three months ended September 30, 2018 and 2017, respectively, and 599,926 and 1,234,517 shares for the six months ended September 30, 2018 and 2017, respectively.

BBBEE program in South Africa

During the year ended March 31, 2018, the Company’s South African subsidiary issued share appreciation rights to certain employees to be settled with the Company’s shares. As part of the settlement, the Company granted 32,050 RSUs during the year ended March 31, 2018 and 14,250 RSUs during the six months ended September 30, 2018, which shall vest on the fourth and third anniversaries, respectively, from the grant date, subject to such grantee’s continued employment with the Company through the applicable vesting date. The grant date fair value was estimated using a binomial lattice model.

The total stock compensation expense in relation to these RSUs was $3,040 to be amortized over the vesting period of four years. The stock compensation expense charged during the three and six months ended September 30, 2018 was $190 and $380, respectively (three and six months ended September 30, 2017: $167).

RSUs related to Total Shareholder’s Return (“TSR”)

During the six months ended September 30, 2018, the Company issued 166,760 RSUs (six months ended September 30, 2017: 135,630 RSUs) to certain employees, the conditions for the vesting of which are linked to the TSR of the Company in addition to the condition of continued employment with the Company through the applicable vesting period.

The performance of these RSUs shall be assessed based on the TSR of the custom peer group (based on percentile rank) and the industry index (based on outperformance rank). The RSUs granted with the TSR condition, shall vest on the third anniversary of the grant date, subject to the participant’s continued employment with the Company through the applicable vesting date and achievement of the specified conditions of stock performance and total shareholder return parameters.

The fair value of these RSUs is determined using Monte-Carlo simulation. The grant date fair value was determined at $57.20 for the RSUs issued during the six months ended September 30, 2018 ($36.52 for the RSUs issued during the six months ended September 30, 2017).

The total stock compensation expense charged during the three and six months ended September 30, 2018 was $764 and $1,414, respectively (three and six months ended September 30, 2017: $373 and $636, respectively) in relation to these RSUs. As at September 30, 2018, there was $7,126 of unrecognized compensation costs in relation to these RSUs.

 

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