| SCHEDULE I CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY |
PACTERA TECHNOLOGY INTERNATIONAL LTD.
ADDITIONAL INFORMATION—FINANCIAL STATEMENT SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY
BALANCE SHEETS
(In thousands of U.S. dollars, except share data, or otherwise noted)
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
|
2012 |
|
2013 |
|
|
ASSETS |
|
|
|
|
|
|
|
|
Current Assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
28,972 |
|
$ |
16,100 |
|
|
Other current assets |
|
|
302 |
|
|
880 |
|
| |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
Total current assets |
|
|
29,274 |
|
|
16,980 |
|
| |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
Investment in subsidiaries and VIE |
|
|
521,655 |
|
|
545,842 |
|
| |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
$ |
550,929 |
|
$ |
562,822 |
|
| |
|
|
|
|
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
|
|
Accrued expenses and other payables |
|
$ |
9,944 |
|
$ |
12,549 |
|
| |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
9,944 |
|
|
12,549 |
|
| |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
TOTAL LIABILITIES |
|
|
9,944 |
|
|
12,549 |
|
| |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
Shareholders' Equity: |
|
|
|
|
|
|
|
|
Common shares ($0.00139482 par value; 120,000,000 shares authorized; 88,312,068 and 85,503,321 shares issued and outstanding as of December 31, 2012 and 2013, respectively) |
|
|
123 |
|
|
119 |
|
|
Additional paid-in capital |
|
|
502,748 |
|
|
497,391 |
|
|
Shares issuable in connection with business acquisition |
|
|
1,537 |
|
|
2,503 |
|
|
Retained earnings |
|
|
17,797 |
|
|
25,634 |
|
|
Accumulated other comprehensive income |
|
|
18,780 |
|
|
24,626 |
|
| |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
Total shareholders' equity |
|
|
540,985 |
|
|
550,273 |
|
| |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY |
|
$ |
550,929 |
|
$ |
562,822 |
|
| |
|
|
|
|
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
PACTERA TECHNOLOGY INTERNATIONAL LTD.
ADDITIONAL INFORMATION—FINANCIAL STATEMENT SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY
STATEMENTS OF OPERATIONS
(In thousands of U.S. dollars, or otherwise noted)
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
|
|
2011 |
|
2012 |
|
2013 |
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
$ |
(7,156 |
) |
$ |
(23,074 |
) |
$ |
(24,666 |
) |
|
Selling and marketing |
|
|
(533 |
) |
|
(494 |
) |
|
(925 |
) |
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
(7,689 |
) |
|
(23,568 |
) |
|
(25,591 |
) |
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(43 |
) |
|
— |
|
|
— |
|
|
Interest income |
|
|
607 |
|
|
645 |
|
|
27 |
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
Net loss before income from subsidiaries and VIE |
|
|
(7,125 |
) |
|
(22,923 |
) |
|
(25,564 |
) |
|
Equity in income of subsidiaries and VIE |
|
|
25,026 |
|
|
25,513 |
|
|
33,401 |
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
17,901 |
|
$ |
2,590 |
|
$ |
7,837 |
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
PACTERA TECHNOLOGY INTERNATIONAL LTD.
ADDITIONAL INFORMATION—FINANCIAL STATEMENT SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY
STATEMENTS OF COMPREHENSIVE INCOME
(In thousands of U.S. dollars, or otherwise noted)
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
|
|
2011 |
|
2012 |
|
2013 |
|
|
Net income |
|
$ |
17,901 |
|
$ |
2,590 |
|
$ |
7,837 |
|
|
Other comprehensive income, net of tax: |
|
|
|
|
|
|
|
|
|
|
|
Change in cumulative foreign currency translation adjustment |
|
|
5,738 |
|
|
2,453 |
|
|
5,846 |
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to Parent Company |
|
$ |
23,639 |
|
$ |
5,043 |
|
$ |
13,683 |
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
PACTERA TECHNOLOGY INTERNATIONAL LTD.
ADDITIONAL INFORMATION—FINANCIAL STATEMENT SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(In thousands of U.S. dollars, except share data, or otherwise noted)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares |
|
|
|
|
|
Shares to be
issued in
connection with
business acquisition |
|
|
|
|
|
|
|
|
|
Treasury
stock |
|
Additional
paid-in
capital |
|
(Accumulated
deficit) Retained earnings |
|
Accumulated
other comprehensive income |
|
|
|
|
|
Shares |
|
Amount |
|
Total equity |
|
|
Balance as of January 1, 2011 |
|
|
41,536,412 |
|
$ |
58 |
|
$ |
— |
|
$ |
176,517 |
|
$ |
— |
|
$ |
(12,212 |
) |
$ |
10,589 |
|
$ |
174,952 |
|
|
Issuance of common shares for share-based compensation |
|
|
1,075,406 |
|
|
2 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2 |
|
|
Repurchase of common shares |
|
|
(2 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Share option exercise |
|
|
— |
|
|
— |
|
|
— |
|
|
4,235 |
|
|
— |
|
|
— |
|
|
— |
|
|
4,235 |
|
|
Share-based compensation |
|
|
— |
|
|
— |
|
|
— |
|
|
5,656 |
|
|
— |
|
|
— |
|
|
— |
|
|
5,656 |
|
|
Vesting of nonvested shares award |
|
|
108,251 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Net income |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
17,901 |
|
|
— |
|
|
17,901 |
|
|
Foreign currency translation adjustments |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
5,738 |
|
|
5,738 |
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2011 |
|
|
42,720,067 |
|
|
60 |
|
|
— |
|
|
186,408 |
|
|
— |
|
|
5,689 |
|
|
16,327 |
|
|
208,484 |
|
|
Issuance of common share for share based compensation |
|
|
2,150,814 |
|
|
3 |
|
|
— |
|
|
11 |
|
|
— |
|
|
— |
|
|
— |
|
|
14 |
|
|
Issuance of common shares as a result of merger of equals with VanceInfo |
|
|
43,441,188 |
|
|
60 |
|
|
— |
|
|
326,718 |
|
|
— |
|
|
— |
|
|
— |
|
|
326,778 |
|
|
Balance brought forward from VanceInfo as a result of merger |
|
|
— |
|
|
— |
|
|
— |
|
|
(11,407 |
) |
|
619 |
|
|
9,518 |
|
|
— |
|
|
(1,270 |
) |
|
Stock option exercise |
|
|
— |
|
|
— |
|
|
— |
|
|
1,933 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,933 |
|
|
Repurchase of common shares |
|
|
(1 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Share-based compensation |
|
|
— |
|
|
— |
|
|
— |
|
|
11,125 |
|
|
— |
|
|
— |
|
|
— |
|
|
11,125 |
|
|
Acquisition of non-controlling interest |
|
|
— |
|
|
— |
|
|
— |
|
|
(12,040 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(12,040 |
) |
|
Shares issuable in connection with business acquisition |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
918 |
|
|
— |
|
|
— |
|
|
918 |
|
|
Net income |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2,590 |
|
|
— |
|
|
2,590 |
|
|
Foreign currency translation adjustments |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2,453 |
|
|
2,453 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2012 |
|
|
88,312,068 |
|
|
123 |
|
|
— |
|
|
502,748 |
|
|
1,537 |
|
|
17,797 |
|
|
18,780 |
|
|
540,985 |
|
|
Repurchase of common shares |
|
|
(4,643,359 |
) |
|
— |
|
|
(29,907 |
) |
|
(93 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(30,000 |
) |
|
Cancelation of common shares and treasury stock |
|
|
(379,278 |
) |
|
(4 |
) |
|
18,678 |
|
|
(18,674 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Reissuance of treasury stock for share based compensation |
|
|
1,743,359 |
|
|
— |
|
|
11,229 |
|
|
(11,229 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Issuance of common share for business acquisition |
|
|
319,556 |
|
|
— |
|
|
— |
|
|
2,464 |
|
|
(2,464 |
) |
|
— |
|
|
— |
|
|
— |
|
|
Stock option exercise |
|
|
— |
|
|
— |
|
|
— |
|
|
4,201 |
|
|
— |
|
|
— |
|
|
— |
|
|
4,201 |
|
|
Vesting of nonvested shares award |
|
|
150,975 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Share-based compensation |
|
|
— |
|
|
— |
|
|
— |
|
|
23,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
23,000 |
|
|
Vesting of nonvested shares of a subsidiary |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,363 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(1,363 |
) |
|
Acquisition of non-controlling interest |
|
|
— |
|
|
— |
|
|
— |
|
|
(3,592 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(3,592 |
) |
|
Disposal of variable interest entity |
|
|
— |
|
|
— |
|
|
— |
|
|
(71 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(71 |
) |
|
Shares issuable in connection with business acquisition |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
3,430 |
|
|
— |
|
|
— |
|
|
3,430 |
|
|
Net income |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
7,837 |
|
|
— |
|
|
7,837 |
|
|
Foreign currency translation adjustments |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
5,846 |
|
|
5,846 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2013 |
|
|
85,503,321 |
|
$ |
119 |
|
$ |
— |
|
$ |
497,391 |
|
$ |
2,503 |
|
$ |
25,634 |
|
$ |
24,626 |
|
$ |
550,273 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
PACTERA TECHNOLOGY INTERNATIONAL LTD.
ADDITIONAL INFORMATION—FINANCIAL STATEMENT SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY
STATEMENTS OF CASH FLOWS
(In thousands of U.S. dollars, or otherwise noted)
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
|
|
2011 |
|
2012 |
|
2013 |
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
17,901 |
|
$ |
2,590 |
|
$ |
7,837 |
|
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
Equity in income of subsidiaries and VIE |
|
|
(25,026 |
) |
|
(25,513 |
) |
|
(33,401 |
) |
|
Share-based compensation expenses |
|
|
5,656 |
|
|
11,064 |
|
|
22,858 |
|
|
Change in fair value of contingent consideration |
|
|
981 |
|
|
(531 |
) |
|
(102 |
) |
|
Changes in operating assets and liabilities, net of effects of business acquisitions: |
|
|
|
|
|
|
|
|
|
|
|
Other long-term assets |
|
|
10 |
|
|
— |
|
|
— |
|
|
Intercompany receivables |
|
|
9,693 |
|
|
4,591 |
|
|
13,495 |
|
|
Other current assets |
|
|
(11,574 |
) |
|
110 |
|
|
(578 |
) |
|
Accrued expenses and other payables |
|
|
— |
|
|
8,193 |
|
|
2,605 |
|
|
Other current liabilities |
|
|
(9,188 |
) |
|
— |
|
|
— |
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by operating activities |
|
|
(11,547 |
) |
|
504 |
|
|
12,714 |
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
Dividends received |
|
|
1,411 |
|
|
— |
|
|
— |
|
|
Investment income received from subsidiary |
|
|
— |
|
|
200 |
|
|
— |
|
|
Deferred and contingent consideration paid for business acquisitions |
|
|
— |
|
|
(782 |
) |
|
— |
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
1,411 |
|
|
(582 |
) |
|
— |
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
Repayment of short-term bank borrowings |
|
|
(40,000 |
) |
|
— |
|
|
— |
|
|
Proceeds from issuance of common shares for share based compensation |
|
|
5,291 |
|
|
1,988 |
|
|
4,414 |
|
|
Deferred and contingent consideration paid for business acquisitions |
|
|
(4,014 |
) |
|
— |
|
|
— |
|
|
Repurchase of common shares |
|
|
— |
|
|
— |
|
|
(30,000 |
) |
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities |
|
|
(38,723 |
) |
|
1,988 |
|
|
(25,586 |
) |
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash and cash equivalents |
|
|
(48,859 |
) |
|
1,910 |
|
|
(12,872 |
) |
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning of year |
|
|
75,921 |
|
|
27,062 |
|
|
28,972 |
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of year |
|
$ |
27,062 |
|
$ |
28,972 |
|
$ |
16,100 |
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
PACTERA TECHNOLOGY INTERNATIONAL LTD.
ADDITIONAL INFORMATION—FINANCIAL STATEMENT SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013
(In thousands of U.S. dollars, or otherwise noted)
1. BASIS OF PREPARATION
The condensed financial information of the Parent Company, Pactera Technology International Ltd., has been prepared using the same accounting policies as set out in the Company's consolidated financial statements except that the Parent Company used the equity method to account for investments in its subsidiaries and VIE.
The condensed financial information is provided, because the restricted net assets of the Company's subsidiaries were over the 25% of the consolidated net assets of the Company as of December 31, 2013.
2. INVESTMENTS IN SUBSIDIARIES AND VIE
For the purpose of the Parent Company's stand-alone financial information, investments in subsidiaries and VIE are reported using the equity method of accounting. The Parent Company's share of income from the subsidiaries and VIE was reported in the single line item of equity in income of subsidiaries and VIE. Under the equity method, the Parent Company ceases to record its share of the losses once the carrying value of the investment has been reduced to zero unless the Parent Company has the obligation to fund losses in its subsidiaries and VIE. |