Document
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2017

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________to________

Commission file number: 001-35418

EPAM SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)


Delaware
22-3536104
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
 
41 University Drive, Suite 202
Newtown, Pennsylvania
18940
(Address of principal executive offices)
(Zip code)
267-759-9000
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer
x
Accelerated filer
¨
Non-accelerated filer
¨ (Do not check if a smaller reporting company)
Smaller reporting company
¨
Emerging growth company
¨

 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No   x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Title of Each Class
Outstanding as of July 31, 2017
Common Stock, par value $0.001 per share
52,523,337 shares

 


EPAM SYSTEMS, INC.

TABLE OF CONTENTS

 
Page



Table of Contents

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
EPAM SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(US Dollars in thousands, except share and per share data)

 
As of  
 June 30, 
 2017
 
As of  
 December 31, 
 2016
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
443,501

 
$
362,025

Restricted cash
2,638

 
2,400

Time deposits
403

 
403

Accounts receivable, net of allowance of $1,419 and $1,434, respectively
208,273

 
199,982

Unbilled revenues
107,858

 
63,325

Prepaid and other current assets, net of allowance of $292 and $644, respectively
23,275

 
15,690

Employee loans, net of allowance of $0 and $0, respectively
2,533

 
2,726

Total current assets
788,481

 
646,551

Property and equipment, net
77,115

 
73,616

Restricted cash
277

 
239

Employee loans, net of allowance of $0 and $0, respectively
2,705

 
3,252

Intangible assets, net
49,998

 
51,260

Goodwill
116,239

 
109,289

Deferred tax assets
33,022

 
31,005

Other long-term assets, net of allowance of $138 and $132, respectively
11,546

 
10,599

Total assets
$
1,079,383

 
$
925,811

 
 
 
 
Liabilities
 

 
 

Current liabilities
 

 
 

Accounts payable
$
4,253

 
$
3,213

Accrued expenses and other liabilities
47,822

 
49,895

Due to employees
41,312

 
32,203

Deferred compensation due to employees
1,172

 
5,900

Taxes payable
35,661

 
25,008

Total current liabilities
130,220

 
116,219

Long-term debt
25,033

 
25,048

Other long-term liabilities
4,424

 
3,132

Total liabilities
159,677

 
144,399

Commitments and contingencies (Note 8)


 


Stockholders’ equity
 

 
 

Common stock, $0.001 par value; 160,000,000 authorized; 52,476,671 and 51,117,422 shares issued, 52,456,936 and 51,097,687 shares outstanding at June 30, 2017 and December 31, 2016, respectively
51

 
50

Additional paid-in capital
439,523

 
374,907

Retained earnings
507,060

 
444,320

Treasury stock
(177
)
 
(177
)
Accumulated other comprehensive loss
(26,751
)
 
(37,688
)
Total stockholders’ equity
919,706

 
781,412

Total liabilities and stockholders’ equity
$
1,079,383

 
$
925,811


The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

3

Table of Contents

EPAM SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
(US Dollars in thousands, except per share data)

 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2017
 
2016
 
2017
 
2016
Revenues
$
348,977

 
$
283,832

 
$
673,628

 
$
548,314

Operating expenses:
 
 
 
 
 
 
 
Cost of revenues (exclusive of depreciation and amortization)
220,132

 
180,782

 
427,862

 
348,163

Selling, general and administrative expenses
80,419

 
64,241

 
158,872

 
125,735

Depreciation and amortization expense
7,020

 
6,123

 
13,692

 
11,225

Other operating expenses, net
724

 
606

 
1,554

 
780

Income from operations
40,682

 
32,080

 
71,648

 
62,411

Interest and other income, net
802

 
1,138

 
1,386

 
2,349

Foreign exchange gain (loss)
1,562

 
(2,295
)
 
(1,393
)
 
(3,585
)
Income before provision for income taxes
43,046

 
30,923

 
71,641

 
61,175

Provision for income taxes
5,687

 
6,493

 
10,641

 
12,846

Net income
$
37,359

 
$
24,430

 
$
61,000

 
$
48,329

Foreign currency translation adjustments
4,551

 
(2,386
)
 
10,937

 
2,313

Comprehensive income
$
41,910

 
$
22,044

 
$
71,937

 
$
50,642

 
 
 
 
 
 
 
 
Net income per share:
 
 
 
 
 
 
 
Basic
$
0.72

 
$
0.49

 
$
1.19

 
$
0.97

Diluted
$
0.68

 
$
0.46

 
$
1.12

 
$
0.92

Shares used in calculation of net income per share:
 
 
 
 
 
 
 
Basic
51,899

 
50,211

 
51,431

 
49,688

Diluted
54,848

 
53,271

 
54,371

 
52,803


The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.


4

Table of Contents

EPAM SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(US Dollars in thousands)

                                               
Six Months Ended 
 June 30,
 
2017
 
2016
Cash flows from operating activities:
 
 
 
Net income
$
61,000

 
$
48,329

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
13,692

 
11,225

Bad debt expense
102

 
1,730

Deferred income taxes
(766
)
 
69

Stock-based compensation expense
28,703

 
23,694

Excess tax benefit on stock-based compensation plans

 
(4,350
)
Other
(1,550
)
 
1,003

Changes in operating assets and liabilities:
 

 
 

(Increase) decrease in operating assets:
 

 
 

Accounts receivable
(4,630
)
 
(5,466
)
Unbilled revenues
(44,133
)
 
1,623

Prepaid expenses and other assets
736

 
194

Increase (decrease) in operating liabilities:
 

 
 

Accounts payable
518

 
461

Accrued expenses and other liabilities
(3,333
)
 
(31,915
)
Due to employees
4,549

 
6,597

Taxes payable
4,208

 
(3,840
)
Net cash provided by operating activities
59,096

 
49,354

Cash flows from investing activities:
 

 
 

Purchases of property and equipment
(11,441
)
 
(13,589
)
Employee housing loans issued
(512
)
 
(941
)
Proceeds from repayments of employee housing loans
1,315

 
1,028

Decrease in restricted cash and time deposits, net
94

 
29,991

Acquisition of businesses, net of cash acquired
(6,840
)
 
(2,515
)
Other investing activities, net
(190
)
 
(2,156
)
Net cash (used in) provided by investing activities
(17,574
)
 
11,818

Cash flows from financing activities:
 

 
 

Proceeds from stock option exercises
37,757

 
12,578

Excess tax benefit on stock-based compensation plans

 
4,350

Payments of withholding taxes related to net share settlements of restricted stock units
(2,702
)
 

Proceeds from debt (Note 4)
25,000

 
20,000

Repayment of debt (Note 4)
(25,059
)
 
(15,060
)
Acquisition of business, deferred consideration

 
(2,260
)
Other financing activities, net
(864
)
 
135

Net cash provided by financing activities
34,132

 
19,743

Effect of exchange rate changes on cash and cash equivalents
5,822

 
360

Net increase in cash and cash equivalents
81,476

 
81,275

Cash and cash equivalents, beginning of period
362,025

 
199,449

Cash and cash equivalents, end of period
$
443,501

 
$
280,724


The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

5

Table of Contents

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(US Dollars in thousands, except share and per share data)
 
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES    
EPAM Systems, Inc. (the “Company” or “EPAM”) is a leading global provider of digital platform engineering and software development services to clients located around the world, primarily in North America, Europe, Asia and Australia. The Company has expertise in various industries, including software and hi-tech, financial services, media and entertainment, travel and hospitality, retail and distribution and life sciences and healthcare. The Company is incorporated in Delaware and headquartered in Newtown, PA.
Basis of Presentation — The accompanying unaudited condensed consolidated financial statements of EPAM have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended. The condensed consolidated financial statements include the financial statements of EPAM Systems, Inc. and its subsidiaries with all intercompany balances and transactions eliminated.
These unaudited condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2016 included in its Annual Report on Form 10-K. The preparation of these condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in these condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates, and such differences may be material to the condensed consolidated financial statements. Operating results for the interim periods are not necessarily indicative of results that may be expected to occur for the entire year. In our opinion, all adjustments considered necessary for a fair presentation of the accompanying unaudited condensed consolidated financial statements have been included, and all adjustments are of a normal and recurring nature.

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Table of Contents

Change in Presentation of Certain Financial Information — During the first quarter of 2017, the Company changed the presentation of geographic area information about its consolidated revenues. Historically, information about geographic location of revenues excluded reimbursable expenses and other revenues, which primarily consist of travel and entertainment costs that are chargeable to clients. Effective January 1, 2017, the Company began reporting reimbursable expenses and other revenues based on location of clients to which these costs are chargeable and allocating them to respective geographic locations. These changes did not result in any adjustments to the Company’s previously issued financial statements and were applied retrospectively beginning on January 1, 2015. Comparative information for the three and six months ended June 30, 2016 follows:
 
Three Months Ended June 30, 2016
 
As Reported
 
After Reclassification
 
(in thousands except percentages)
United States
$
145,882

 
51.4
%
 
$
147,364

 
51.9
%
United Kingdom
45,016

 
15.9
%
 
45,652

 
16.1
%
Switzerland
32,456

 
11.4
%
 
32,596

 
11.5
%
Canada
15,173

 
5.3
%
 
15,327

 
5.4
%
Russia
10,484

 
3.7
%
 
10,505

 
3.7
%
Germany
9,663

 
3.4
%
 
9,736

 
3.4
%
Hong Kong
5,091

 
1.8
%
 
5,283

 
1.9
%
Sweden
5,888

 
2.1
%
 
6,033

 
2.1
%
Netherlands
3,165

 
1.1
%
 
3,326

 
1.2
%
Belgium
2,529

 
0.9
%
 
2,571

 
0.9
%
Ireland
1,296

 
0.5
%
 
1,304

 
0.5
%
Italy
993

 
0.4
%
 
1,006

 
0.4
%
China
413

 
0.1
%
 
413

 
0.1
%
Other locations
2,657

 
0.9
%
 
2,716

 
0.9
%
Reimbursable expenses and other revenues
3,126

 
1.1
%
 

 
%
Total
$
283,832

 
100.0
%
 
$
283,832

 
100.0
%
 
Six Months Ended June 30, 2016
 
As Reported
 
After Reclassification
 
(in thousands except percentages)
United States
$
281,440

 
51.3
%
 
$
284,003

 
51.8
%
United Kingdom
88,006

 
16.1
%
 
89,212

 
16.3
%
Switzerland
63,221

 
11.5
%
 
63,448

 
11.6
%
Canada
30,874

 
5.6
%
 
31,173

 
5.7
%
Russia
19,436

 
3.5
%
 
19,470

 
3.5
%
Germany
18,369

 
3.4
%
 
18,475

 
3.4
%
Hong Kong
10,845

 
2.0
%
 
11,227

 
2.0
%
Sweden
9,948

 
1.8
%
 
10,161

 
1.9
%
Netherlands
5,712

 
1.0
%
 
5,973

 
1.0
%
Belgium
4,653

 
0.9
%
 
4,723

 
0.9
%
Ireland
2,480

 
0.5
%
 
2,490

 
0.5
%
Italy
1,629

 
0.3
%
 
1,674

 
0.3
%
China
707

 
0.1
%
 
707

 
0.1
%
Other locations
5,422

 
1.0
%
 
5,578

 
1.0
%
Reimbursable expenses and other revenues
5,572

 
1.0
%
 

 
%
Total
$
548,314

 
100.0
%
 
$
548,314

 
100.0
%

7

Table of Contents

Revenue Recognition — The Company recognizes revenue when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the sales price is fixed or determinable; and (4) collectability is reasonably assured. Determining whether and when some of these criteria have been satisfied often involves assumptions and judgments that can have a significant impact on the timing and amount of revenue reported.
The Company derives its revenues from a variety of service offerings, which represent specific competencies of its IT professionals. Contracts for these services have different terms and conditions based on the scope, deliverables, and complexity of the engagement, which require management to make judgments and estimates in determining the appropriate revenue recognition. Fees for these contracts may be in the form of time-and-materials or fixed-price arrangements. If there is an uncertainty about the project completion or receipt of payment for the services, revenue is deferred until the uncertainty is sufficiently resolved. At the time revenue is recognized, the Company provides for any contractual deductions and reduces the revenue accordingly. The Company reports gross reimbursable “out-of-pocket” expenses incurred as both revenues and cost of revenues in the condensed consolidated statements of income and comprehensive income.
The Company defers amounts billed to its clients for revenues not yet earned. Such amounts are anticipated to be recorded as revenues when services are performed in subsequent periods. Unbilled revenue is recorded when services have been provided but billed subsequent to the period end in accordance with the contract terms.
Fair Value of Financial Instruments — The Company makes assumptions about fair values of its financial assets and liabilities in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurement”, and utilizes the following fair value hierarchy in determining inputs used for valuation:
Level 1 — Quoted prices for identical assets or liabilities in active markets.
Level 2 — Inputs other than quoted prices within Level 1 that are observable either directly or indirectly, including quoted prices in markets that are not active, quoted prices in active markets for similar assets or liabilities, and observable inputs other than quoted prices such as interest rates or yield curves.
Level 3 — Unobservable inputs reflecting our view about the assumptions that market participants would use in pricing the asset or liability.
Where the fair values of financial assets and liabilities recorded in the condensed consolidated balance sheets cannot be derived from an active market, they are determined using a variety of valuation techniques. These valuation techniques include a net present value technique, comparison to similar instruments with market observable inputs, option pricing models and other relevant valuation models. To the extent possible, observable market data is used as inputs into these models but when it is not feasible, a degree of judgment is required to establish fair values.
Changes in fair value could cause a material impact to, and volatility in the Company’s operating results. See Note 3 for disclosures related to fair value.
Business Combinations — The Company accounts for its business combinations using the acquisition accounting method, which requires it to determine the fair value of net assets acquired and the related goodwill and other intangible assets in accordance with the FASB ASC Topic 805, “Business Combinations.” The Company identifies and attributes fair values and estimated lives to the intangible assets acquired and allocates the total cost of an acquisition to the underlying net assets based on their respective estimated fair values. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and involves the use of significant estimates, including projections of future cash inflows and outflows, discount rates, asset lives and market multiples. There are different valuation models for each component, the selection of which requires considerable judgment. These determinations will affect the amount of amortization expense recognized in future periods. The Company bases its fair value estimates on assumptions it believes are reasonable, but recognizes that the assumptions are inherently uncertain.
All acquisition-related costs, other than the costs to issue debt or equity securities, are accounted for as expenses in the period in which they are incurred. Changes in fair value of contingent consideration arrangements that are not measurement period adjustments are recognized in earnings. Payments to settle contingent consideration up to the acquisition-date fair value are reflected in cash flows used in financing activities and amounts paid in excess of acquisition-date fair value are reflected in cash flows from operating activities in the Company’s condensed consolidated statements of cash flows.
The acquired assets typically consist of customer relationships, trade names, non-competition agreements, and assembled workforce. A portion of the purchase price is usually allocated to goodwill and other intangible assets.

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Table of Contents

Goodwill and Other Intangible Assets — Goodwill and other intangible assets that have indefinite useful lives are accounted for in accordance with FASB ASC 350, “Intangibles - Goodwill and Other.” The Company conducts its evaluation of goodwill impairment at the reporting unit level on an annual basis during its fourth quarter, and more frequently if events or circumstances indicate that the carrying value of a reporting unit exceeds its fair value. A reporting unit is an operating segment or one level below. The Company does not have intangible assets that have indefinite useful lives.
Intangible assets that have finite useful lives are amortized over their estimated useful lives on a straight-line basis. When facts and circumstances indicate potential impairment of amortizable intangible assets, the Company evaluates the recoverability of the asset’s carrying value, using estimates of future cash flows over the remaining asset life. The estimates of future cash flows attributable to intangible assets require significant judgment based on the Company’s historical and anticipated results. Any impairment loss is measured by the excess of carrying value over fair value.
Stock-Based Compensation — The Company recognizes the cost of its stock-based incentive awards based on the fair value of the award at the date of grant, net of estimated forfeitures. The cost is expensed evenly over the service period. The service period is the period over which the employee performs the related services, which is normally the same as the vesting period. Over time, the forfeiture assumption is adjusted to the actual forfeiture rate and such change may affect the timing of the total amount of expense recognized over the vesting period. Equity-based awards that do not require future service are expensed immediately. Equity-based awards that do not meet the criteria for equity classification are recorded as liabilities and adjusted to fair value at the end of each reporting period.
Off-Balance Sheet Financial Instruments — The Company uses FASB ASC Topic 825, “Financial Instruments” to identify and disclose off-balance sheet financial instruments, which include credit instruments, such as commitments to make employee loans and related guarantees, standby letters of credit and certain guarantees issued under customer contracts. The face amount for these items represents the exposure to loss, before considering available collateral or the borrower’s ability to repay. Loss contingencies arising from off-balance sheet financial instruments are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. The Company does not believe such matters exist that will have a material effect on the condensed consolidated financial statements.
2.
GOODWILL
Goodwill by reportable segment was as follows:
 
North America
 
Europe
 
Total
Balance as of January 1, 2017
$
76,812

 
$
32,477

 
$
109,289

Other acquisitions
199

 
4,533

 
4,732

Other acquisitions purchase accounting adjustments
(285
)
 
505

 
220

Effect of net foreign currency exchange rate changes
332

 
1,666

 
1,998

Balance as of June 30, 2017
$
77,058

 
$
39,181

 
$
116,239

There were no accumulated impairment losses in the North America or Europe reportable segments as of June 30, 2017 or December 31, 2016.
3.
FAIR VALUE MEASUREMENTS
The Company carries contingent liabilities and certain equity-based awards at fair value on a recurring basis on its consolidated balance sheets. Changes in the fair values of these financial liabilities are recorded in cost of revenues and selling, general and administrative expenses on the Company’s consolidated statements of income and comprehensive income.
The following tables show the fair values of the Company’s financial liabilities measured at fair value on a recurring basis as of June 30, 2017 and December 31, 2016:
 
 
As of June 30, 2017
 
 
Balance
 
Level 1
 
Level 2
 
Level 3
Cash-settled restricted stock units
 
$
1,172

 
$
1,172

 

 

Total liabilities measured at fair value on a recurring basis
 
$
1,172

 
$
1,172

 
$

 
$


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Table of Contents

 
 
As of December 31, 2016
 
 
Balance
 
Level 1
 
Level 2
 
Level 3
Performance-based equity awards
 
$
3,789

 
$
3,789

 
$

 
$

Cash-settled restricted stock units
 
2,111

 
2,111

 

 

Total liabilities measured at fair value on a recurring basis
 
$
5,900

 
$
5,900

 
$

 
$

Performance-based equity awards carried at fair value on a recurring basis represent contractual liabilities related to certain business combination transactions completed in 2014. All of these awards have vested as of June 30, 2017 and the related liabilities have been settled.
The fair value of the cash-settled restricted stock units is measured using quoted stock market prices and thus represent Level 1 measurements within the above–defined fair value hierarchy.
Estimates of fair value of financial instruments not carried at fair value on a recurring basis on the Company’s consolidated balance sheets are generally subjective in nature, and are determined as of a specific point in time based on the characteristics of the financial instruments and relevant market information. The Company uses the following methods to estimate the fair values of its financial instruments:
for financial instruments that have quoted market prices, those quoted prices are used to estimate fair value;
for financial instruments for which no quoted market prices are available, fair value is estimated using information obtained from independent third parties, or by discounting the expected cash flows using an estimated current market interest rate for the financial instrument.
for financial instruments for which no quoted market prices are available and that have no defined maturity, have a remaining maturity of 360 days or less, or reprice frequently to a market rate, the Company assumes that the fair value of these instruments approximates their reported value, after taking into consideration any applicable credit risk;
The generally short duration of certain of the Company’s assets and liabilities results in a number of assets and liabilities for which fair value equals or closely approximates the amount recorded on the Company’s consolidated balance sheets. These types of assets and liabilities which are reported on the Company’s condensed consolidated balance sheets include:
cash and cash equivalents;
restricted cash and time deposits;
borrowings under the 2017 Credit Facility (or for the dates prior to May 24, 2017, the 2014 Credit Facility) (Note 4)
The fair value of employee housing loans is estimated using information on the rates of return that market participants in Belarus would require when investing in unsecured U.S. dollar-denominated government bonds with similar maturities (a “risk-free rate”), after taking into consideration any applicable credit and liquidity risk.

10

Table of Contents

The following tables present the reported amounts and estimated fair values of the financial assets and liabilities for which disclosure of fair value is required, as they would be categorized within the fair value hierarchy, as of the dates indicated:
 
 
 
 
 
 
Fair Value Hierarchy
 
 
Balance
 
Estimated Fair Value
 
Level 1
 
Level 2
 
Level 3
June 30, 2017
 
 
 
 
 
 
 
 
 
 
Financial Assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
443,501

 
$
443,501

 
$
443,501

 
$

 
$

Restricted cash and time deposits
 
$
3,318

 
$
3,318

 
$

 
$
3,318

 
$

Employee loans
 
$
5,238

 
$
5,238

 
$

 
$

 
$
5,238

Financial Liabilities:
 
 
 
 
 
 
 
 
 
 
Borrowings under 2017 Credit Facility
 
$
25,018

 
$
25,018

 
$

 
$
25,018

 
$

 
 
 
 
 
 
Fair Value Hierarchy
 
 
Balance
 
Estimated Fair Value
 
Level 1
 
Level 2
 
Level 3
December 31, 2016
 
 
 
 
 
 
 
 
 
 
Financial Assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
362,025

 
$
362,025

 
$
362,025

 
$

 
$

Restricted cash and time deposits
 
$
3,042

 
$
3,042

 
$

 
$
3,042

 
$

Employee loans
 
$
5,978

 
$
5,978

 
$

 
$

 
$
5,978

Financial Liabilities:
 
 
 
 
 
 
 
 
 
 
Borrowings under 2014 Credit Facility
 
$
25,019

 
$
25,019

 
$

 
$
25,019

 
$

4.
DEBT
Revolving Line of Credit — On May 24, 2017, the Company entered into a new unsecured credit facility (the “2017 Credit Facility”) with PNC Bank, National Association; PNC Capital Markets LLC; Wells Fargo Bank, National Association; Santander Bank, N.A.; Fifth Third Bank and Citibank N.A. (collectively the “Lenders”) to replace its former revolving credit facility (the “2014 Credit Facility”). The 2017 Credit Facility provides for a borrowing capacity of $300,000, with potential to increase the credit facility up to $400,000 if certain conditions are met. The 2017 Credit Facility matures on May 24, 2022.
Borrowings under the 2017 Credit Facility may be denominated in U.S. dollars or up to a maximum of $100,000 equivalent in British pounds sterling, Canadian dollars, euros or Swiss francs (or other currencies as may be approved by the Administrative Agent and the Lenders). Borrowings under the 2017 Credit Facility bear interest at either a base rate or Euro-rate plus a margin based on the Company’s leverage ratio. Base rate is equal to the highest of (a) the Overnight Bank Funding Rate, plus 0.5%, (b) the Prime Rate, and (c) the Daily LIBOR Rate, plus 1.0%.
The 2017 Credit Facility includes customary business and financial covenants that may restrict the Company’s ability to make or pay dividends (other than certain intercompany dividends) if a potential or an actual event of default has occurred or would be triggered. As of June 30, 2017, the Company was in compliance with all covenants contained in the 2017 Credit Facility.
As of June 30, 2017 the outstanding debt of the Company under the 2017 Credit Facility was $25,000. As of December 31, 2016, the outstanding debt of the Company under the 2014 Credit Facility was $25,000. Both borrowings are subject to a LIBOR-based interest rate, which resets regularly at issuance, based on lending terms. In addition, the Company has a $942 unused irrevocable standby letter of credit associated with its insurance program that was issued under the 2014 Credit Facility and moved to the 2017 Credit Facility.
As of June 30, 2017, the borrowing capacity of the Company under the 2017 Credit Facility was $274,058. As of December 31, 2016, the borrowing capacity of the Company under the 2014 Credit Facility was $74,058.

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5.
INCOME TAXES
In determining its interim provision for income taxes, the Company uses an estimated annual effective tax rate, which is based on expected annual profit before tax, statutory tax rates and tax planning opportunities available in the various jurisdictions in which the Company operates. Certain significant or unusual items are separately recognized in the quarter in which they occur and can be a source of variability in the effective tax rates from quarter to quarter. The Company’s worldwide effective tax rate for the three months ended June 30, 2017 and 2016 was 13.2% and 21.0%, respectively and 14.9% and 21.0% during the six months ended June 30, 2017 and 2016, respectively. The decrease in the three and six months ended June 30, 2017 as compared to the same period last year was primarily due to the recognition of excess tax benefits in the first and second quarter of 2017 following the adoption of ASU No. 2016-09 on January 1, 2017. Refer to Note 10, “Recent Accounting Pronouncements,” for further information.
Our Belarus subsidiary is eligible for certain income tax holiday benefits granted by the local government for its export activities conducted within the Hi-Tech Park. Income tax holidays are effective for 15 years starting from 2006. Other subsidiaries of the Company are primarily taxed at the jurisdictions’ statutory rate, most of which are lower than U.S. federal statutory rates.
6.
STOCK-BASED COMPENSATION
The following costs related to the Company’s stock compensation plans were included in the condensed consolidated statements of income and comprehensive income:
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2017
 
2016
 
2017
 
2016
Cost of revenues
$
4,189

 
$
4,438

 
$
9,539

 
$
8,082

Selling, general and administrative expenses - Acquisition related
3,277

 
2,970

 
7,851

 
5,980

Selling, general and administrative expenses - All other
5,461

 
5,322

 
11,313

 
9,632

Total
$
12,927

 
$
12,730

 
$
28,703

 
$
23,694


Equity Plans
2015 Long-Term Incentive Plan — On June 11, 2015, the Company's stockholders approved the 2015 Long Term Incentive Plan (“2015 Plan”) to be used to issue equity awards to Company personnel. As of June 30, 2017, 5,684,419 shares remained available for issuance under the 2015 Plan. All of the stock option awards issued pursuant to the 2015 Plan expire 10 years from the date of grant.
2012 Non-Employee Directors Compensation Plan — On January 11, 2012, the Company approved the 2012 Non-Employee Directors Compensation Plan (“2012 Directors Plan”) to be used to issue equity awards to its non-employee directors. The Company authorized 600,000 shares of common stock to be reserved for issuance under the plan. The 2012 Directors Plan will expire after 10 years and is administered by the Company’s Board of Directors. As of June 30, 2017, 539,772 shares remained available for issuance under the 2012 Directors Plan.
2012 Long-Term Incentive Plan — On January 11, 2012, the Company approved the 2012 Long-Term Incentive Plan (“2012 Plan”) to be used to issue equity grants to company personnel. In June 2015, the 2012 Plan was discontinued; however, outstanding awards remain subject to the terms of the 2012 Plan and any shares that are subject to an award that was previously granted under the 2012 Plan and that expire or terminate for any reason prior to exercise will become available for issuance under the 2015 Plan. All of the stock option awards issued pursuant to the 2012 Plan expire 10 years from the date of grant.
2006 Stock Option Plan — Effective May 31, 2006, the Board of Directors of the Company adopted the 2006 Stock Option Plan (the “2006 Plan”) to grant stock options to directors, employees, and certain independent contractors. In January 2012, the 2006 Plan was discontinued; however, outstanding awards remain subject to the terms of the 2006 Plan and any shares that are subject to an option award that was previously granted under the 2006 Plan and that expire or terminate for any reason prior to exercise will become available for issuance under the 2015 Plan. All of the awards issued pursuant to the 2006 Plan expire 10 years from the date of grant.

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Stock Options
Stock option activity under the Company’s plans is set forth below:
 
Number of
Options 
 
Weighted Average
Exercise Price 
 
Aggregate
Intrinsic Value 
 
Weighted Average
Remaining Contractual Term (in years)
Options outstanding at January 1, 2017
6,637,239

 
$
37.20

 
 
 
 
Options granted
261,373

 
$
73.40

 
 
 
 
Options exercised
(1,277,952
)
 
$
29.57

 
 
 
 
Options forfeited/cancelled
(112,646
)
 
$
55.98

 
 
 
 
Options outstanding at June 30, 2017
5,508,014

 
$
40.30

 
$
241,196

 
6.6
 
 
 
 
 
 
 
 
Options vested and exercisable at June 30, 2017
3,522,106

 
$
30.97

 
$
187,094

 
6.0
Options expected to vest at June 30, 2017
1,890,939

 
$
56.54

 
$
52,095

 
7.8
As of June 30, 2017, $37,181 of total remaining unrecognized stock-based compensation cost related to unvested stock options, net of forfeitures, is expected to be recognized over the weighted-average remaining requisite service period of 1.6 years.
As of June 30, 2017, a total of 3,049 shares underlying options exercised through June 30, 2017, were in transfer with the Company’s transfer agent.
There were no material changes with respect to the assumptions used in the Black-Scholes option valuation model during the six months ended June 30, 2017, as compared with the assumptions disclosed in Note 14 to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Restricted Stock and Restricted Stock Units
Under the Company’s 2012 Directors Plan, the Company granted awards of restricted stock until April 2017, and thereafter, restricted stock units (“RSUs”), to non-employee directors. Under the Company’s 2015 Plan (and prior to its approval, under the 2012 Plan), the Company grants awards of RSUs to Company personnel. In addition, the Company has issued in the past, and may issue in the future its equity securities to compensate employees of acquired businesses for future services. Equity-based awards granted in connection with acquisitions of businesses are generally issued in the form of service-based awards with vesting dependent only on continuing employment and performance-based awards with vesting occurring only if certain specified performance conditions are met. The awards issued in connection with acquisitions of businesses are subject to the terms and conditions contained in the applicable award agreement and acquisition documents with a typical vesting period of three years, with 33.3% of the awards granted vesting in equal installments on the first, second and third anniversaries of the grant.

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Service-Based Awards
The table below summarizes activity related to the Company’s equity-classified and liability-classified service-based awards for the six months ended June 30, 2017.
 
Equity-Classified
 Restricted Stock
 
Equity-Classified
Equity-Settled
Restricted Stock Units
 
Liability-Classified
Cash-Settled
Restricted Stock Units
 
Number of
Shares 
 
Weighted Average Grant Date
Fair Value Per Share 
 
Number of
Shares 
 
Weighted Average Grant Date
Fair Value Per Share 
 
Number of
Shares 
 
Weighted Average Grant Date
Fair Value Per Share 
Unvested service-based awards outstanding at January 1, 2017
154,125

 
$
40.89

 
485,188

 
$
67.69

 
204,501

 
$
70.53

Awards granted

 
$

 
419,469

 
$
73.70

 
168,544

 
$
73.92

Awards modified

 
$

 
(2,570
)
 
$
48.49

 
2,570

 
$
73.27

Awards vested
(136,275
)
 
$
42.88

 
(118,019
)
 
$
65.27

 
(52,001
)
 
$
70.56

Awards forfeited/cancelled

 
$

 
(36,947
)
 
$
69.52

 
(4,202
)
 
$
71.62

Unvested service-based awards outstanding at June 30, 2017
17,850

 
$
48.43

 
747,121

 
$
71.42

 
319,412

 
$
72.32

As of June 30, 2017 $365 of total remaining unrecognized stock-based compensation cost related to service-based restricted stock is expected to be recognized over the weighted-average remaining requisite service period of 1.2 years.
As of June 30, 2017 $40,151 of total remaining unrecognized stock-based compensation cost related to service-based equity-classified RSUs is expected to be recognized over the weighted-average remaining requisite service period of 2.1 years.
As of June 30, 2017 $18,411 of total remaining unrecognized stock-based compensation cost related to service-based liability-classified RSUs is expected to be recognized over the weighted-average remaining requisite service period of 2.1 years.
Performance -Based Awards
The table below summarizes activity related to the Company’s equity-classified and liability-classified performance-based awards for the six months ended June 30, 2017.
 
Equity-Classified
 Restricted Stock
 
Liability-Classified
Restricted Stock
 
Equity-Classified
Equity-Settled
Restricted Stock Units
 
Number of
Shares 
 
Weighted Average Grant Date
Fair Value Per Share 
 
Number of
Shares 
 
Weighted Average Grant Date
Fair Value Per Share 
 
Number of
Shares 
 
Weighted Average Grant Date
Fair Value Per Share 
Unvested performance-based awards outstanding at January 1, 2017
5,573

 
$
33.47

 
105,602

 
$
38.86

 
4,667

 
$
70.22

Awards granted

 
$

 

 
$

 

 
$

Awards vested
(3,956
)
 
$
27.64

 
(105,602
)
 
$
38.86

 

 
$

Awards forfeited/cancelled

 
$

 

 
$

 
(2,333
)
 
$
70.22

Unvested performance-based awards outstanding at June 30, 2017
1,617

 
$
47.74

 

 
$

 
2,334

 
$
70.22

As of June 30, 2017, $29 of total remaining unrecognized stock-based compensation cost related to performance-based equity-classified restricted stock is expected to be recognized over the weighted-average remaining requisite service period of 0.4 years.

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As of June 30, 2017, the Company determined that there is a remote probability of achieving the performance conditions underlying the unvested and outstanding performance-based equity-classified RSUs and therefore is not recognizing any compensation costs for these RSUs. The Company will continue to reassess the probability of achieving the performance criteria throughout the remaining performance period and will recognize compensation expense if the performance conditions become probable of being achieved.
Modifications
During the three months ended March 31, 2017, the Company modified certain awards held by a named executive officer of the Company in connection with the execution of a separation agreement on February 28, 2017. Fair value of the modified awards immediately before and after modification was $0 and $563, respectively. The Company also reclassified certain awards to other personnel from equity to liability when it became probable that it would settle the awards in cash. As a result of these modifications, the Company recorded incremental share-based compensation expense for the three and six months ended June 30, 2017 of $318 and $485, respectively.
7.
EARNINGS PER SHARE
Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding stock options, unvested restricted stock and unvested equity-settled RSUs. The dilutive effect of potentially dilutive securities is reflected in diluted earnings per share by application of the treasury stock method.
The following table sets forth the computation of basic and diluted earnings per share of common stock as follows:
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2017
 
2016
 
2017
 
2016
Numerator for basic and diluted earnings per share:
 
 
 
 
 
 
 
Net income
$
37,359

 
$
24,430

 
$
61,000

 
$
48,329

Numerator for basic and diluted earnings per share
$
37,359

 
$
24,430

 
$
61,000

 
$
48,329

 
 
 
 
 
 
 
 
Denominator:
 

 
 

 
 
 
 
Weighted average common shares for basic earnings per share
51,899

 
50,211

 
51,431

 
49,688

Net effect of dilutive stock options, restricted stock units and restricted stock awards
2,949

 
3,060

 
2,940

 
3,115

Weighted average common shares for diluted earnings per share
54,848

 
53,271

 
54,371

 
52,803

 
 
 
 
 
 
 
 
Net income per share:
 

 
 

 
 
 
 
Basic
$
0.72

 
$
0.49

 
$
1.19

 
$
0.97

Diluted
$
0.68

 
$
0.46

 
$
1.12

 
$
0.92

The number of shares underlying equity–based awards that was excluded from the calculation of diluted earnings per share as their effect would be anti–dilutive was 654 and 1,463 during the three and six months ended June 30, 2017, respectively. The number of shares underlying equity–based awards that was excluded from the calculation of diluted earnings per share as their effect would be anti–dilutive was 2,396 and 2,307 during the three and six months ended June 30, 2016, respectively.
8.
COMMITMENTS AND CONTINGENCIES
Indemnification Obligations  In the normal course of business, the Company is a party to a variety of agreements under which it may be obligated to indemnify the other party for certain matters. These obligations typically arise in contracts where the Company customarily agrees to hold the other party harmless against losses arising from a breach of representations or covenants for certain matters such as title to assets and intellectual property rights associated with certain arrangements. The duration of these indemnifications varies, and in certain cases, is indefinite.

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The Company is unable to reasonably estimate the maximum potential amount of future payments under these or similar agreements due to the unique facts and circumstances of each agreement and the fact that certain indemnifications provide for no limitation to the maximum potential future payments under the indemnification. Management is not aware of any such matters that would have a material effect on the condensed consolidated financial statements of the Company.
Litigation — From time to time, the Company is involved in litigation, claims or other contingencies arising in the ordinary course of business. The Company accrues a liability when a loss is considered probable and the amount can be reasonably estimated. When a material loss contingency is reasonably possible but not probable, it does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can be made. Legal fees are expensed as incurred. In the opinion of management, the outcome of any existing claims and legal or regulatory proceedings, if decided adversely, is not expected to have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.
9.
SEGMENT INFORMATION
The Company determines its business segments and reports segment information in accordance with the management approach, which designates internal reporting used by management to make operating decisions and assess performance as the source of the Company’s reportable segments.
The Company manages its business primarily based on the managerial responsibility for its client base. As managerial responsibility for a particular client relationship generally correlates with the client’s geographic location, there is a high degree of similarity between client locations and the geographic boundaries of the Company’s reportable segments. In some cases, managerial responsibility for a particular client is assigned to a management team in another region and is usually based on the strength of the relationship between client executives and particular members of EPAM’s senior management team. In such cases, the client’s activity would be reported through the management team’s reportable segment.
The Company’s reportable segments are North America, Europe, Russia and Other. The revenues in the Other segment represented less than 1% of total segment revenues in 2015 due to the ending of certain customer relationships and contractual changes with other clients. As no substantial clients remained in the segment, during the first quarter of 2016, the Company shifted managerial responsibility for the remaining clients to the Russia segment. This change did not represent a change in the Company’s segments but rather a movement in responsibility for several clients that represented less than 1% of total segment revenue.
The Company’s Chief Operating Decision Maker (“CODM”) evaluates performance and allocates resources based on the segment’s revenues and operating profit. Segment operating profit is defined as income from operations before unallocated costs. Generally, operating expenses for each reportable segment have similar characteristics and are subject to similar factors, pressures and challenges. Expenses included in segment operating profit consist principally of direct selling and delivery costs as well as an allocation of certain shared services expenses. Certain expenses that are not controllable at the segment level are not allocated to specific segments. Such “unallocated” expenses are deducted against the Company’s total income from operations and are not allocated to individual segments in internal management reports used by the CODM.
Revenues from external customers and operating profit, before unallocated expenses, for the North America, Europe, and Russia reportable segments for the three and six months ended June 30, 2017 and 2016, were as follows:
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2017
 
2016
 
2017
 
2016
Segment revenues:
 
 
 
 
 
 
 
North America
$
194,025

 
$
157,110

 
$
372,328

 
$
304,600

Europe
141,319

 
115,726

 
274,026

 
223,569

Russia
13,677

 
11,141

 
27,370

 
20,622

Total segment revenues
$
349,021

 
$
283,977

 
$
673,724

 
$
548,791

Segment operating profit:
 

 
 

 
 
 
 
North America
$
43,622

 
$
38,339

 
$
80,714

 
$
68,994

Europe
20,658

 
13,413

 
40,469

 
30,245

Russia
1,895

 
2,876

 
5,444

 
4,036

Total segment operating profit
$
66,175

 
$
54,628

 
$
126,627

 
$
103,275


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Intersegment transactions were excluded from the above on the basis that they are neither included in the measure of a segment’s profit and loss results, nor considered by the CODM during the review of segment results.
There were no customers that accounted for more than 10% of total revenues during the three and six months ended June 30, 2017. During the three and six months ended June 30, 2016, revenues from one customer, UBS AG, were $36,570 and $72,239, respectively, and accounted for more than 10% of total revenues. Revenues from this customer were included in the Company’s Europe segment in the periods indicated.
Accounts receivable and unbilled revenues are generally dispersed across our clients in proportion to their revenues. As of June 30, 2017, unbilled revenues from one customer, UBS AG, individually exceeded 10% and accounted for 16.0% of our unbilled revenues. No customers individually exceeded 10% of our accounts receivable as of June 30, 2017.
Reconciliation of segment revenues to consolidated revenues and segment operating profit to consolidated income before provision for income taxes is presented below:
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2017
 
2016
 
2017
 
2016
Total segment revenues
$
349,021

 
$
283,977

 
$
673,724

 
$
548,791

Other revenues
(44
)
 
(145
)
 
(96
)
 
(477
)
Revenues
$
348,977

 
$
283,832

 
$
673,628

 
$
548,314

 
 
 
 
 
 
 
 
Total segment operating profit:
$
66,175

 
$
54,628

 
$
126,627

 
$
103,275

Unallocated amounts:
 
 
 
 
 
 
 
Other revenues
(44
)
 
(145
)
 
(96
)
 
(477
)
Stock-based compensation expense
(12,927
)
 
(12,730
)
 
(28,703
)
 
(23,694
)
Taxes other than income taxes
(1,795
)
 
(1,437
)
 
(5,246
)
 
(2,517
)
Professional fees
(2,476
)
 
(2,460
)
 
(4,820
)
 
(4,186
)
Depreciation and amortization
(1,905
)
 
(2,576
)
 
(3,880
)
 
(4,267
)
Bank charges
(446
)
 
(386
)
 
(843
)
 
(727
)
Other acquisition-related expenses
(330
)
 
(307
)
 
(898
)
 
(307
)
Other corporate expenses
(5,570
)
 
(2,507
)
 
(10,493
)
 
(4,689
)
Income from operations
40,682

 
32,080

 
71,648

 
62,411

Interest and other income, net
802

 
1,138

 
1,386

 
2,349

Foreign exchange gain (loss)
1,562

 
(2,295
)
 
(1,393
)
 
(3,585
)
Income before provision for income taxes
$
43,046

 
$
30,923

 
$
71,641

 
$
61,175


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Table of Contents

Geographic Area Information
Long-lived assets include property and equipment, net of accumulated depreciation and amortization, and management has determined that it is not practical to allocate these assets by segment since such assets are used interchangeably among the segments. Geographical information about the Company’s long-lived assets based on physical location of the assets was as follows:
 
As of  
 June 30, 
 2017
 
As of  
 December 31, 
 2016
Belarus
$
46,500

 
$
46,011

Russia
8,410

 
7,203

Ukraine
5,564

 
5,610

Hungary
3,791

 
3,485

United States
3,403

 
2,618

Poland
2,772

 
2,213

China
1,736

 
1,887

India
1,346

 
1,650

Other
3,593

 
2,939

Total
$
77,115

 
$
73,616

The table below presents information about the Company’s revenues by client location, including reimbursable expenses and other revenues of $4,167 and $3,126 for the three months ended June 30, 2017 and 2016, respectively, and $8,092 and $5,572 for the six months ended June 30, 2017 and 2016, respectively. See Note 1 for discussion on reclassifications to conform to the current presentation.
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2017
 
2016
 
2017
 
2016
United States
$
192,319

 
$
147,364

 
$
369,149

 
$
284,003

United Kingdom
46,112

 
45,652

 
92,706

 
89,212

Switzerland
28,119

 
32,596

 
57,215

 
63,448

Russia
13,326

 
10,505

 
26,535

 
19,470

Germany
14,144

 
9,736

 
26,238

 
18,475

Canada
13,649

 
15,327

 
26,143

 
31,173

Netherlands
12,556

 
3,326

 
21,227

 
5,973

Sweden
8,177

 
6,033

 
15,643

 
10,161

Hong Kong
4,491

 
5,283

 
9,268

 
11,227

United Arab Emirates
3,201

 

 
5,249

 

China
1,909

 
413

 
3,493

 
707

Ireland
1,600

 
1,304

 
2,989

 
2,490

Italy
1,517

 
1,006

 
2,797

 
1,674

Belgium
1,398

 
2,571

 
2,642

 
4,723

Other locations
6,459

 
2,716

 
12,334

 
5,578

Total
$
348,977

 
$
283,832

 
$
673,628

 
$
548,314


10.
RECENT ACCOUNTING PRONOUNCEMENTS
Adoption of New Accounting Standards
Unless otherwise discussed below, the adoption of new accounting standards did not have an impact on the Company’s consolidated financial position, results of operations, and cash flows.

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Stock-Based Compensation — Effective January 1, 2017, the Company adopted Accounting Standard Update (“ASU”) No. 2016-09, Compensation Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The provisions of the new guidance affecting the Company require excess tax benefits and tax deficiencies to be recorded in the income statement when the awards vest or are settled; remove the requirement to include hypothetical excess tax benefits in the application of the treasury stock method when computing earnings per share; and provide for a new policy election to either: (1) continue applying forfeiture rate estimates in the determination of compensation cost, or (2) account for forfeitures as a reduction of share-based compensation cost as they occur. The new guidance also requires cash flows related to excess tax benefits to be classified as an operating activity in the statement of cash flows and now requires shares withheld for tax withholding purposes to be classified as a financing activity.
As a result of this adoption:
the Company prospectively recognized discrete tax benefits of $4,138 and $5,832 in the provision for income taxes within the condensed consolidated statements of income and comprehensive income for the three and six months ended June 30, 2017, respectively, related to excess tax benefits upon vesting and exercise of stock–based awards in those periods;
the Company recognized a $1,740 increase in retained earnings as of January 1, 2017 for previously unrecognized tax benefits using the modified retrospective method of transition, as required by the standard;
the Company elected to adopt the cash flow presentation of the excess tax benefits prospectively where these benefits are classified along with other income tax cash flows as operating cash flows. Accordingly, prior period information has not been restated;
the Company elected to continue to estimate the number of stock-based awards expected to forfeit, rather than electing to account for forfeitures as they occur to determine the amount of compensation cost to be recognized in each period;
the Company excluded the excess tax benefits from the assumed proceeds available to repurchase shares in the computation of diluted earnings per share for the three and six months ended June 30, 2017;
Simplifying the Measurement for Goodwill — Effective January 1, 2017, the Company early adopted the new accounting guidance simplifying the accounting for goodwill impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The new guidance is adopted on a prospective basis. The adoption of this amended guidance did not have an impact on the Company’s financial results.
Pending Accounting Standards
From time to time, new accounting pronouncements are issued by the FASB or other standards-setting bodies that the Company will adopt according to the various timetables the FASB specifies. Unless otherwise discussed below, the Company believes the impact of recently issued standards that are not yet effective will not have a material impact on its consolidated financial position, results of operations and cash flows upon adoption.
Revenue Recognition — In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle of Topic 606 is that an entity should recognize revenue to depict the transfer of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Topic 606 as amended, will replace most existing revenue recognition guidance in GAAP and requires expanded disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. The standard allows for two methods of adoption: the full retrospective method, which requires the standard to be applied to each prior period presented, or the modified retrospective method, which requires the cumulative effect of adoption to be recognized as an adjustment to opening retained earnings in the period of adoption as well as incremental disclosure comparing results presented under Topic 606 to results that would have been presented utilizing current accounting. The Company plans to adopt Topic 606 as issued and amended on January 1, 2018 using the modified retrospective method.

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The Company is completing its initial assessment of the impact of Topic 606 and has developed a transition plan, which includes making necessary changes to policies, processes, internal controls and system enhancements to generate the information necessary to comply with the new standard. Based on the assessment procedures completed to date, the Company does not expect a significant change in the timing or pattern of revenue recognition upon adoption. Due to the complexity of certain of the Company’s contracts, actual revenue recognition treatment required under the new standard depends on contract-specific terms and may vary in some instances. For most of the Company’s time-and-materials contracts, EPAM expects to continue to recognize revenues as services are performed consistent with the Company’s current policy. For fixed-price contracts, the Company generally expects to continue to recognize revenues over time based on the measured progress of satisfaction of the performance obligations which is consistent with the Company’s current proportional performance method. The most impactful changes expected upon adoption include a delay in revenue recognition related to (1) cash collections on contracts when collectability is uncertain and (2) discounted services determined to represent material rights granted to certain customers. The Company has not completed its assessment of the impact of the change in accounting to capitalize certain contract fulfillment costs. Upon adoption, EPAM expects to provide incremental disclosure in its consolidated financial statements related to revenue recognition including disaggregated information related to the Company’s key verticals, contract balances, remaining performance obligations, and significant judgments and estimates. The expected impact may change as the Company finalizes its overall assessment.
Leases — Effective January 1, 2019, the Company will be required to adopt the new guidance of ASC Topic 842, Leases (with early adoption permitted effective January 1, 2018.) This amendment supersedes previous accounting guidance (Topic 840) and requires all leases, with the exception of leases with a term of twelve months or less, to be recorded on the balance sheet as lease assets and lease liabilities. The standard requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply. These practical expedients relate to the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. An entity that elects to apply the practical expedients will, in effect, continue to account for leases that commence before the effective date in accordance with previous GAAP unless the lease is modified, except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous GAAP. The transition guidance in Topic 842 also provides specific guidance for the amounts previously recognized in accordance with the business combinations guidance for leases. The Company has not yet completed its assessment of the impact of the new guidance on its consolidated financial statements, when it will adopt the standard, or concluded on whether it will elect to apply practical expedients.
Measurement of Credit Losses on Financial Instruments — Effective January 1, 2020, the Company will be required to adopt the amended guidance of ASC Topic 326, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, (with early adoption permitted effective January 1, 2019.) The amendments in this update change how companies measure and recognize credit impairment for many financial assets. The new expected credit loss model will require companies to immediately recognize an estimate of credit losses expected to occur over the remaining life of the financial assets (including trade receivables) that are in the scope of the update. The update also made amendments to the current impairment model for held-to-maturity and available-for-sale debt securities and certain guarantees. Entities are required to adopt the standard using a modified-retrospective approach through a cumulative effect adjustment to retained earnings as of the beginning of the period of adoption. The Company has not yet completed its assessment of the impact of the new guidance on its consolidated financial statements or concluded on when it will adopt the standard.
Tax Accounting for Intra-Entity Asset Transfers — Effective January 1, 2018, with early adoption permitted, the Company will be required to adopt the accounting guidance ASU 2016-16, Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory, that will require the tax effects of intra-entity asset transfers to be recognized in the period when the transfer occurs. Under current guidance, the tax effects of intra-entity sales of assets are deferred until the transferred asset is sold to a third party or otherwise recovered through use. The new guidance does not apply to intra-entity transfers of inventory and is required to be applied on a modified retrospective basis through a cumulative effect adjustment to retained earnings as of the beginning of the period of adoption. The Company will adopt this standard on January 1, 2018. The Company has not yet completed its assessment of the impact of the new guidance on its consolidated financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our Annual Report on Form 10-K for the year ended December 31, 2016 and the unaudited condensed consolidated financial statements and the related notes included elsewhere in this quarterly report. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the sections entitled “Forward-Looking Statements” in this item and “Part II. Item 1A. Risk Factors.” We assume no obligation to update any of these forward-looking statements.
In this quarterly report, “EPAM,” “EPAM Systems, Inc.,” the “Company,” “we,” “us” and “our” refer to EPAM Systems, Inc. and its consolidated subsidiaries.
Executive Summary
We are a leading global provider of digital platform engineering and software development services offering specialized technological solutions to many of the world’s leading organizations.
Our clients depend on us to solve their complex technical challenges and rely on our expertise in core engineering, advanced technology, digital engagement and intelligent enterprise development. We are continuously venturing into new industries to expand our core industry client base in software and technology, financial services, media and entertainment, travel and hospitality, retail and distribution, and life sciences and healthcare. Our teams of developers, architects, strategists, engineers, designers, and product experts have the capabilities and skill sets to deliver business results.
Our global delivery model and centralized support functions, combined with the benefits of scale from the shared use of fixed-cost resources, enhance our productivity levels and enable us to better manage the efficiency of our global operations. As a result, we have created a delivery base whereby our applications, tools, methodologies and infrastructure allow us to seamlessly deliver services and solutions from our delivery centers to global clients across all geographies, further strengthening our relationships with them.
Through increased specialization in focused verticals and a continued emphasis on strategic partnerships, we are leveraging our roots in software engineering to grow as a recognized brand in software development and end-to-end digital transformation services for our clients.
Year-to-Date 2017 Developments and Trends
During the first six months of 2017, our revenues were $673.6 million, an increase of 22.9% over $548.3 million reported for the same period of 2016. Our performance remained strong across our key verticals, led by the Media and Entertainment vertical which grew in excess of 50% during the first half of 2017 as compared to the same period of 2016.
We have built a diversified portfolio across numerous verticals, geographies and service offerings. Our account management teams work to expand the scope and size of our engagements with existing customers, while at the same time we grow our customer base through our business development efforts and our strategic acquisitions.
Utilization for the six months of fiscal 2017 showed improvement compared to the same period last year and has been at the highest level since 2014. This was achieved by a focused hiring process and attrition in the period, consistent with the strategic outlook for 2017 and beyond.

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Summary of Results of Operations
The following table presents a summary of our results of operations for the three and six months ended June 30, 2017 and 2016:
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2017
 
2016
 
2017
 
2016
 
(in thousands, except per share data and percentages)
Revenues
$
348,977

 
100.0
%
 
$
283,832

 
100.0
%
 
$
673,628

 
100.0
%
 
$
548,314

 
100.0
%
Income from operations
$
40,682

 
11.7
%
 
$
32,080

 
11.3
%
 
$
71,648

 
10.6
%
 
$
62,411

 
11.4
%
Net income
$
37,359

 
10.7
%
 
$
24,430

 
8.6
%
 
$
61,000

 
9.1
%
 
$
48,329

 
8.8
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Effective tax rate
13.2
%
 
 
 
21.0
%
 
 
 
14.9
%
 
 
 
21.0
%
 
 
Diluted earnings per share
$
0.68

 
 
 
$
0.46

 


 
$
1.12

 
 
 
$
0.92

 
 
The key highlights of our consolidated results for the three and six months ended June 30, 2017, as compared to the corresponding periods of 2016, were as follows:
Revenues for the second quarter of 2017 were $349.0 million, or a 23.0% increase from $283.8 million reported last year, despite 0.7%, or $2.2 million, of currency headwinds.
Income from operations grew 26.8% and 14.8% during the three and six months ended June 30, 2017 as compared to the corresponding periods last year. Expressed as a percentage of revenues, income from operations for the second quarter of 2017 was 11.7% compared to 11.3% last year, and 10.6% and 11.4% for the first half of 2017 and 2016, respectively. The decrease of 0.8% on a year to date basis was mainly driven by an increase in selling, general and administrative expenses relative to the growth in revenues driven by higher stock-based compensation and certain one-time charges.
Our effective tax rate was 13.2% in the second quarter of fiscal 2017, compared to 21.0% in the second quarter of last year. The income tax provision for the second quarter of 2017 included $4.1 million of credits associated with excess tax benefits upon vesting or exercise of equity awards in the second quarter of fiscal 2017 bringing the effective tax rate down by 9.6%.
Net income increased 52.9% to $37.4 million for the three months ended June 30, 2017, compared to $24.4 million reported in the corresponding period last year. Expressed as a percentage of revenues, net income was 10.7%, an increase of 2.1% compared to 8.6% reported in the corresponding period of 2016, which was largely driven by an improved effective tax rate.
Diluted earnings per share increased by $0.22 to $0.68 in the second quarter of 2017 compared to the second quarter of 2016.
Cash provided by operations increased $9.7 million, or 19.7%, to $59.1 million during the six months ended June 30, 2017 as compared to the corresponding period last year.
The operating results in any period are not necessarily indicative of the results that may be expected for any future period.
Critical Accounting Policies

The discussion and analysis of our financial position and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements in accordance with U.S. GAAP requires us to make estimates and judgments that may affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a recurring basis, we evaluate our estimates and judgments, including those related to revenue recognition and related allowances, impairments of long-lived assets including intangible assets, impairments of goodwill, income taxes including the valuation allowance for deferred tax assets, and stock-based compensation. Actual results may differ materially from these estimates under different assumptions and conditions. In addition, our reported financial condition and results of operations could vary due to a change in the application of a particular accounting standard.

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Other than as discussed below, there have been no material changes to our critical accounting policies or in the underlying accounting assumptions and estimates used in such policies in the three and six months ended June 30, 2017. For further information, refer to our summary of significant accounting policies and estimates in our Annual Report on Form 10-K filed for the year ended December 31, 2016.
Goodwill and Other Intangible Assets — We assess goodwill for impairment as of October 31 of each fiscal year, or more frequently if events or changes in circumstances indicate that the fair value of a reporting unit has been reduced below its carrying value. Effective January 1, 2017, we early-adopted ASU 2017-04 which simplifies the subsequent measurement of goodwill by removing the second step of the two-step impairment test. As a result, when conducting our annual goodwill impairment assessment, we use a two-step process. The first step is to perform an optional qualitative evaluation as to whether it is more likely than not that the fair value of our reporting unit is less than its carrying value, using an assessment of relevant events and circumstances. In performing this assessment, we are required to make assumptions and judgments including but not limited to an evaluation of macroeconomic conditions as they relate to our business, industry and market trends, as well as the overall future financial performance of our reporting unit and future opportunities in the markets in which it operates. If we determine that it is not more likely than not that the fair value of our reporting unit is less than its carrying value, we are not required to perform any additional tests in assessing goodwill for impairment. However, if we conclude otherwise or elect not to perform the qualitative assessment, we perform a second step for our reporting unit, consisting of a quantitative assessment of goodwill impairment. This quantitative assessment requires us to estimate impairment by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.
Historically, a significant portion of the purchase consideration related to our acquisitions was allocated to customer relationships. In valuing customer relationships, we typically utilize the multi-period excess earnings method, a form of the income approach. The principle behind this method is that the value of the intangible asset is equal to the present value of the after-tax cash flows attributable to the intangible asset only. We amortize our intangible assets that have finite lives using either the straight-line method or, if reliably determinable, the pattern in which the economic benefit of the asset is expected to be consumed utilizing expected discounted future cash flows. Amortization is recorded over the estimated useful lives that are predominantly ranging, on average, from five to ten years. We do not have any intangible assets with indefinite useful lives.
We review our intangible assets subject to amortization to determine if any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or a change in the remaining useful life. If the carrying value of an asset exceeds its undiscounted cash flows, we will write down the carrying value of the intangible asset to its fair value in the period identified. In assessing fair value, we must make assumptions regarding estimated future cash flows and discount rates. If these estimates or related assumptions change in the future, we may be required to record impairment charges. If the estimate of an intangible asset’s remaining useful life is changed, we will amortize the remaining carrying value of the intangible asset prospectively over the revised remaining useful life.
Stock-Based Compensation — Stock-based compensation expense relating to the issuance of share-based awards to employees is based on the fair value of the award at the date of grant, which is expensed over the requisite service period, net of estimated forfeitures. Equity-based awards that do not require future service are expensed immediately.
Adjusting stock-based compensation expense for estimated forfeitures requires judgment. If we change our assumptions, stock-based compensation expense may differ significantly from what we have recorded in the past.
Stock-based compensation expense in a period could be impacted, favorably or unfavorably, by differences between forfeiture estimates and actual forfeitures. If there are any modifications or cancellations of the equity-based awards, we may be required to accelerate, decelerate, increase or decrease any remaining unvested stock-based compensation expense.
Equity-based awards that do not meet the criteria for equity classification are recorded as liabilities and adjusted to fair value based on the closing price of our stock at the end of each reporting period. Future stock-based compensation expense related to our liability-classified awards may increase or decrease as a result of changes in the market price of our stock, adding to the volatility in our operating results.
Adoption of ASU 2016-09 effective January 1, 2017 increased income tax expense volatility. Our future operating results will depend on the fluctuations in the stock price on the dates the awards vest or options are exercised and the magnitude of transactions occurring in each reporting period, among other factors.

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Table of Contents

Change in Presentation of Certain Financial Information — As part of our discussion and analysis, we analyze revenues by client location and by vertical. Prior to the first quarter of 2017, management did not include reimbursable expenses and other revenues in its discussion of revenue performance across locations and verticals. Effective in the first quarter of 2017, we have allocated reimbursable expenses and other revenues (which primarily include travel and entertainment costs chargeable to clients) to corresponding geographies and verticals. We believe this change allows us to more effectively analyze our verticals and geographies by streamlining the presentation of revenues, both internally and externally, using a standardized approach. These changes did not result in any adjustments to our previously issued financial statements and were applied retrospectively beginning on January 1, 2015. Comparative information for the three and six months ended June 30, 2016 is presented in the following tables.
 
Three Months Ended June 30, 2016
 
As Reported
 
After Reclassification
Client Location
(in thousands except percentages)
North America
$
161,055

 
56.7
%
 
$
162,691

 
57.3
%
Europe
102,478

 
36.1
%
 
103,757

 
36.6
%
CIS
11,587

 
4.1
%
 
11,607

 
4.1
%
APAC
5,586

 
2.0
%
 
5,777

 
2.0
%
Reimbursable expenses and other revenues
3,126

 
1.1
%
 

 
%
Revenues
$
283,832

 
100.0
%
 
$
283,832

 
100.0
%
 
Six Months Ended June 30, 2016
 
As Reported
 
After Reclassification
Client Location
(in thousands except percentages)
North America
$
312,314

 
57.0
%
 
$
315,176

 
57.5
%
Europe
197,042

 
35.9
%
 
199,337

 
36.3
%
CIS
21,734

 
4.0
%
 
21,769

 
4.0
%
APAC
11,652

 
2.1
%
 
12,032

 
2.2
%
Reimbursable expenses and other revenues
5,572

 
1.0
%
 

 
%
Revenues
$
548,314

 
100.0
%
 
$
548,314

 
100.0
%
 
Three Months Ended June 30, 2016
 
As Reported
 
After Reclassification
Vertical
(in thousands except percentages)
Financial Services
$
72,645

 
25.6
%
 
$
73,404

 
25.9
%
Travel & Consumer
63,075

 
22.2
%
 
63,799

 
22.5
%
Software & Hi-Tech
57,451

 
20.2
%
 
58,003

 
20.4
%
Media & Entertainment
40,804

 
14.4
%
 
41,424

 
14.6
%
Life Sciences & Healthcare
27,824

 
9.8
%
 
28,050

 
9.9
%
Emerging Verticals
18,907

 
6.7
%
 
19,152

 
6.7
%
Reimbursable expenses and other revenues
3,126

 
1.1
%
 

 
%
Revenues
$
283,832

 
100.0
%
 
$
283,832

 
100.0
%

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Table of Contents

 
Six Months Ended June 30, 2016
 
As Reported
 
After Reclassification
Vertical
(in thousands except percentages)
Financial Services
$
143,535

 
26.1
%
 
$
144,913

 
26.4
%
Travel & Consumer
122,679

 
22.4
%
 
124,201

 
22.7
%
Software & Hi-Tech
113,362

 
20.7
%
 
114,271

 
20.8
%
Media & Entertainment
78,537

 
14.3
%
 
79,568

 
14.5
%
Life Sciences & Healthcare
48,699

 
8.9
%
 
49,076

 
9.0
%
Emerging Verticals
35,930

 
6.6
%
 
36,285

 
6.6
%
Reimbursable expenses and other revenues
5,572

 
1.0
%
 

 
%
Revenues
$
548,314

 
100.0
%
 
$
548,314

 
100.0
%
Results of Operations
The following table sets forth a summary of our consolidated results of operations for the periods indicated. This information should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this quarterly report. The operating results in any period are not necessarily indicative of the results that may be expected for any future period.
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2017
 
2016
 
2017
 
2016
 
(in thousands, except percentages and per share data)
Revenues
$
348,977

 
100.0
%
 
$
283,832

 
100.0
 %
 
$
673,628

 
100.0
 %
 
$
548,314

 
100.0
 %
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Cost of revenues (exclusive of depreciation and amortization)(1)
220,132

 
63.1
%
 
180,782

 
63.7
 %
 
427,862

 
63.5
 %
 
348,163

 
63.5
 %
  Selling, general and administrative expenses(2)
80,419

 
23.0
%
 
64,241

 
22.6
 %
 
158,872

 
23.6
 %
 
125,735

 
22.9
 %
  Depreciation and amortization expense
7,020

 
2.0
%
 
6,123

 
2.2
 %
 
13,692

 
2.0
 %
 
11,225

 
2.0
 %
  Other operating expenses, net
724

 
0.2
%
 
606

 
0.2
 %
 
1,554

 
0.3
 %
 
780

 
0.2
 %
Income from operations
40,682

 
11.7
%
 
32,080

 
11.3
 %
 
71,648

 
10.6
 %
 
62,411

 
11.4
 %
Interest and other income, net
802

 
0.2
%
 
1,138

 
0.4
 %
 
1,386

 
0.2
 %
 
2,349

 
0.5
 %
Foreign exchange gain (loss)
1,562

 
0.4
%
 
(2,295
)
 
(0.8
)%
 
(1,393
)
 
(0.2
)%
 
(3,585
)
 
(0.7
)%
Income before provision for income taxes
43,046

 
12.3
%
 
30,923

 
10.9
 %
 
71,641

 
10.6
 %
 
61,175

 
11.2
 %
Provision for income taxes
5,687

 
1.6
%
 
6,493

 
2.3
 %
 
10,641

 
1.5
 %
 
12,846

 
2.4
 %
Net income
$
37,359

 
10.7
%
 
$
24,430

 
8.6
 %
 
$
61,000

 
9.1
 %
 
$
48,329

 
8.8
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Effective tax rate
13.2
%
 
 
 
21.0
%
 
 
 
14.9
%
 
 
 
21.0
%
 
 
Diluted earnings per share
$
0.68