PRESS RELEASE

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WNS Third Quarter Net Income Increases 21.0%; Net Income (Excluding Amortization of Intangible Assets and Share-Based Compensation Expense) Increases 18.9%

Tuesday, February 13, 2007

Revenue Increases 105.0%; Revenue Less Repair Payments

Increases 48.8%, Over Corresponding Quarter in the Prior Fiscal Year

MUMBAI, India & NEW YORK--(BUSINESS WIRE)--Feb. 13, 2007--WNS (Holdings) Limited (NYSE: WNS), a leading provider of offshore business process outsourcing (BPO) services, today announced strong results for the quarter ended December 31, 2006, and revised upward its guidance for the 2007 fiscal year.

"We continue to see many positive dynamics within the BPO industry which has resulted in the third consecutive quarter of exceptional revenue growth," said Neeraj Bhargava, Group Chief Executive Officer. "We are ramping up client contracts more quickly than previously estimated, and accordingly have exceeded our internal expectations for third-quarter revenue growth and maintained our margins."

During its previous earnings call held on November 15, 2006, WNS said it expected the third fiscal quarter to be a period of consolidation following two quarters of strong growth in fiscal 2007.

"The rate of growth of net income was lower than the rate of growth of revenue for the three months ended December 31, 2006, primarily because of $2.4 million in deferred revenue recognized during the three months ended December 31, 2005," said Zubin Dubash, Group Chief Financial Officer. "Quarterly net income growth would have been substantially higher, excluding the impact of such deferred revenue recognized during the three months ended December 31, 2005."

    Financial Highlights: Third Quarter Ended December 31, 2006

    --  Quarterly revenue of $102.0 million, up 105.0% from the
        corresponding quarter last year.

    --  Quarterly revenue less repair payments of $57.2 million, up
        48.8% from the corresponding quarter last year.

    --  Quarterly net income of $7.1 million, up 21.0% from the
        corresponding quarter last year.

    --  Quarterly net income (excluding amortization of intangible
        assets and share-based compensation expense) of $8.9 million,
        up 18.9% from the corresponding quarter last year.

    --  Quarterly basic income per ADS of 18 cents, up from 17 cents
        for the corresponding quarter last year.

    --  Quarterly basic income per ADS (excluding amortization of
        intangible assets and share-based compensation expense) of 22
        cents, unchanged from the corresponding quarter last year.

    Financial Highlights: Nine Months Ended December 31, 2006

    --  Revenue of $241.6 million, up 61.2% from the corresponding
        nine months last year.

    --  Revenue less repair payments of $155.6 million, up 46.2% from
        the corresponding nine months last year.

    --  Net income of $17.7 million, up 20.9% from the corresponding
        nine months last year.

    --  Net income (excluding amortization of intangible assets and
        share-based compensation expense) of $21.6 million, up 29.1%
        from the corresponding nine months last year.

    --  Basic income per ADS of 47 cents, up from 46 cents for the
        corresponding nine months last year.

    --  Basic income per ADS (excluding amortization of intangible
        assets and share-based compensation expense) of 57 cents, up
        from 52 cents for the corresponding nine months last year.

Reconciliations of non-GAAP financial measures to GAAP operating results are included at the end of this release.

    Key Announcements

    --  As part of a previously announced succession plan, former
        chairman and co-founder David Tibble will retire from the
        company, effective March 31, 2007.

    --  Steve Dunning assumed Mr. Tibble's responsibilities as
        chairman of WNS U.K. as of January 3, 2007. Mr. Dunning is a
        fellow co-founder of WNS and formerly worked with Mr. Tibble
        as managing director of WNS U.K.

    --  Due diligence activities related to setting up an operations
        center in Eastern Europe is ongoing.

    Fiscal 2007 Guidance

WNS also updated its guidance for the fiscal year ending March 31, 2007:

    --  Revenue less repair payments revised upwards from the
        previously estimated level of slightly higher than $208
        million. It is now estimated to be slightly higher than $213
        million.

    --  Net income guidance (excluding amortization of intangible
        assets and share-based compensation expense) remains unchanged
        at $30.5 million to $32.5 million.

    --  Capital expenditure for the year also remains unchanged at
        approximately $26 million.

"We continue to execute well on our business strategy and are very pleased with this quarter's results," Mr. Bhargava said. "We believe we are well positioned to achieve our adjusted targets for fiscal 2007."

Conference call

WNS will host a conference call on February 13, at 8 a.m. (EST) to discuss the company's quarterly results. To participate, callers can dial 800-295-3991 from within the U.S. or +1-617-614-3924 from any other country. The participant passcode is 1352836. A replay will be made available online at www.wnsgs.com for a period of three months beginning two hours after the end of the call.

About WNS

WNS is a leading provider of offshore business process outsourcing, or BPO, services. We provide comprehensive data, voice and analytical services that are underpinned by our expertise in our target industry sectors. We transfer the execution of the business processes of our clients, which are typically companies located in Europe and North America, to our delivery centers located primarily in India. We provide high quality execution of client processes, monitor these processes against multiple performance metrics, and seek to improve them on an ongoing basis.

Our ADSs are listed on the New York Stock Exchange. For more information, please visit our website at www.wnsgs.com.

About Non-GAAP Financial Measures

For financial statement reporting purposes, the company has two reportable segments: WNS Global BPO and WNS Auto Claims BPO. In the auto claims segment, WNS provides claims-handling and accident-management services, in which it arranges for automobile repairs through a network of third-party repair centers. In its accident-management services, WNS acts as the principal in dealings with the third-party repair centers and clients.

The amounts invoiced to WNS clients for payments made by WNS to third-party repair centers are reported as revenue. As the company wholly subcontracts the repairs to the repair centers, it evaluates its financial performance based on revenue less repair payments to third party repair centers, which is a non-GAAP measure.

WNS believes revenue less repair payments reflects more accurately the value addition of the business process services it directly provides to its clients. The presentation of this non-GAAP information is not meant to be considered in isolation or as a substitute for the company's financial results prepared in accordance with U.S. GAAP. WNS revenue less repair payments may not be comparable to similarly titled measures reported by other companies due to potential differences in the method of calculation.

Safe Harbor Statement under the provisions of the United States Private Securities Litigation Reform Act of 1995

This news release contains forward-looking statements, as defined in the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those that may be projected by these forward looking statements. These risks and uncertainties include but are not limited to a slowdown in the U.S. and Indian economies and in the sectors in which our clients are based, a slowdown in the BPO and IT sectors world-wide, competition, the success or failure of our past and future acquisitions, attracting, recruiting and retaining highly skilled employees, technology, legal and regulatory policy as well as other risks detailed in our reports filed with the U.S. Securities and Exchange Commission. These filings are available at www.sec.gov. We may, from time to time, make additional written and oral forward-looking statements, including statements contained in our filings with the Securities and Exchange Commission and our reports to shareholders. You are cautioned not to place undue reliance on these forward-looking statements, which reflect management's current analysis of future events. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

                        WNS (HOLDINGS) LIMITED
       CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
       (Amounts in thousands, except share and per share data)

                           Three months ended     Nine months ended
                          Dec. 31,   Dec. 31,    Dec. 31,   Dec. 31,
                             2006       2005        2006       2005

Revenue                     101,999     49,759     241,615    149,889
Cost of Revenue (refer to
 note (a) below)             81,250     34,088     186,017    108,408
Gross Profit                 20,749     15,671      55,598     41,481
Operating expenses:
Selling, general and
 administrative expenses
 (refer to note (b) as
 below)                      13,973      9,668      36,180     24,978
Amortization of
 intangible assets              490        230       1,441        349
Operating income              6,286      5,773      17,977     16,154
Other income, net             1,331        113       1,250        178
Interest expense                  -       (114)       (101)      (375)
Income before income
 taxes                        7,617      5,772      19,126     15,957
(Provision)/Benefit for
 income taxes                  (525)        90      (1,418)    (1,313)
Net income                    7,092      5,862      17,708     14,644
Basic income per share        $0.18      $0.17       $0.47      $0.46
Diluted income per share      $0.17      $0.17       $0.44      $0.43
Basic weighted average
 ordinary shares
 outstanding             40,067,072 33,705,909  37,869,784 32,121,555
Diluted weighted average
 ordinary shares
 outstanding             42,664,150 35,140,551  40,546,010 34,300,207

Note:
Includes the following
 share-based compensation
 amounts:
(a) Cost of Revenue             376          -         530          -
(b) Selling, general and
 administrative expenses        900      1,357       1,869      1,694

Non-GAAP measure note:

In addition to its reported operating results in accordance with U.S. generally accepted accounting principles (US GAAP). WNS has included in the table below non-GAAP operating measures that the Securities and Exchange Commission defines as "non-GAAP financial measures". Management believes that such non-GAAP financial measures, when read in conjunction with the company's reported results, can provide useful supplemental information for investors analyzing period to period comparisons of the company's results. The non-GAAP financial measures disclosed by the company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements should be carefully evaluated.

Reconciliation of revenue less repair payments (non-GAAP)    Amount in
 to revenue (GAAP)                                           thousands
                                Three months ended  Nine months ended
                                --------------------------------------
                                Dec. 31,  Dec. 31, Dec. 31, Dec. 31,
                                   2006     2005     2006      2005
                                --------------------------- ----------

                                --------------------------- ----------
Revenue less repair payments
 (Non-GAAP)                        57,192  38,435  155,665    106,461
Add: Payments to repair centers    44,807  11,324   85,950     43,428
Revenue (GAAP)                    101,999  49,759  241,615    149,889
Reconciliation of selling, general and administrative
 expense excluding share-based compensation expense (non-
 GAAP) to selling, general and administrative expenses      Amount in
 (GAAP)                                                      thousands
                               Three months ended   Nine months ended
                               ---------------------------------------
                                Dec. 31,  Dec. 31, Dec. 31,  Dec. 31,
                                   2006     2005     2006      2005
                               ---------------------------------------

                               ---------------------------------------
Selling, general and
 administrative expenses
 (excluding share-based
 compensation expense) (Non-
 GAAP)                            13,073    8,311   34,311     23,284
Add: Share-based compensation
 expense                             900    1,357    1,869      1,694
Selling, general and
 administrative expenses (GAAP)   13,973    9,668   36,180     24,978
Reconciliation of operating income excluding share-based
 compensation and amortization of intangible assets (non-   Amount in
 GAAP) to operating income (GAAP)                            thousands
                                Three months ended  Nine months ended
                                --------------------------------------
                                Dec. 31,  Dec. 31, Dec. 31,  Dec. 31,
                                   2006     2005     2006      2005
                                --------------------------------------

                                --------------------------------------
Operating income (excluding
 share-based compensation and
 amortization of intangible
 assets) (Non-GAAP)                8,052    7,360   21,817     18,197
Less: Share-based compensation
 expense                           1,276    1,357    2,399      1,694
Less: Amortization of intangible
 assets                              490      230    1,441        349
Operating income (GAAP)            6,286    5,773   17,977     16,154
Reconciliation of net income excluding share-based
 compensation expense and amortization of intangible        Amount in
 assets (non-GAAP) to net income (GAAP)                      thousands
                               Three months ended  Nine months ended
                               ---------------------------------------
                               Dec. 31,  Dec. 31, Dec. 31,   Dec. 31,
                                  2006     2005     2006       2005
                               ---------------------------------------

                               ---------------------------------------
Net income (excluding share-
 based compensation and
 amortization of intangible
 assets) (Non-GAAP)               8,858    7,449   21,548      16,687
Less: Share-based compensation
 expense                          1,276    1,357    2,399       1,694
Less: Amortization of
 intangible assets                  490      230    1,441         349
Net income (GAAP)                 7,092    5,862   17,708      14,644
Reconciliation of basic income per ADS (excluding amortization of
 intangibles assets and share-based compensation expense) to basic
 income per ADS (non-GAAP to GAAP)
                                    Three months
                                        ended       Nine months ended
                                  ------------------------------------
                                  Dec. 31, Dec. 31, Dec. 31, Dec. 31,
                                    2006     2005     2006      2005
                                  ------------------------------------

                                  ------------------------------------
Basic income per ADS (excluding
 amortization of intangible assets
 and share based compensation
 expense) (Non-GAAP)                $0.22    $0.22    $0.57     $0.52
Less: Adjustments for amortization
 of intangible assets and share-
 based compensation expense         $0.04    $0.05    $0.10     $0.06
Basic income per ADS (GAAP)         $0.18    $0.17    $0.47     $0.46
                        WNS (HOLDINGS) LIMITED
                CONDENSED CONSOLIDATED BALANCE SHEETS
       (Amounts in thousands, except share and per share data)

                                                  Dec. 31,   March 31,
                                                    2006        2006
                                                (Unaudited)
                                                ----------------------
ASSETS
Current assets
  Cash and cash equivalents                        $103,319   $18,549
  Accounts receivable, net of allowance of $442
   and $373, respectively                            39,136    28,081
  Funds held for clients                              4,553     3,047
  Deferred tax assets                                     -       353
  Prepaid expenses                                    3,029     1,225
  Other current assets                                6,472     6,140
                                                ----------------------
    Total current assets                            156,509    57,395

Goodwill                                             37,218    33,774
Intangible assets, net                                7,439     8,713
Property and equipment, net                          42,914    30,623
Deposits                                              2,746     2,990
Deferred tax assets                                   1,666     1,308
                                                ----------------------
TOTAL ASSETS                                       $248,492  $134,803
                                                ======================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
  Accounts payable                                  $19,051   $23,074
  Accrued employee costs                             15,357    11,336
  Deferred revenue                                   11,016     8,994
  Income taxes payable                                  589       726
  Obligations under capital leases - current             26       184
  Deferred tax liabilities                            1,376       368
  Other current liabilities                          16,116     8,781
                                                ----------------------
    Total current liabilities                        63,531    53,463

Obligation under capital leases - non current             -         2
Deferred rent                                           976       824
Deferred tax liabilities - non current                  531     2,350

Shareholders' equity:
  Preference shares, $0.20 (10 pence) par value
   Authorized: 1,000,000 shares and none,
   respectively, Issued and outstanding - none
  Ordinary shares, $0.20 (10 pence) par value
   Authorized: 50,000,000 shares and 40,000,000
   shares, respectively
  Issued and outstanding: 40,238,516 and
   35,321,511 shares, respectively                    6,204     5,290
  Additional paid-in-capital                        143,574    62,228
  Ordinary shares subscribed, 16,998 and 4,346
   shares, respectively                                  52        10
  Retained earnings                                  21,812     4,104
  Deferred share-based compensation                     (57)     (582)
  Accumulated other comprehensive income             11,869     7,114
                                                ----------------------
    Total shareholders' equity                      183,454    78,164
                                                ----------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY         $248,492  $134,803
                                                ======================

CONTACT:
Investors:
WNS (Holdings) Limited
Jay Venkateswaran
Senior VP -- Investor Relations
+1 212 599 6960
ir@wnsgs.com
or
Media:
The Torrenzano Group
Al Bellenchia, +1 212 681 1700 ext. 156
abellenchia@torrenzano.com

SOURCE:
WNS (Holdings) Limited