Hisoft Tech (NASDAQ:HSFT)

BEIJING, November 6, 2012 /PRNewswire-FirstCall/ -- HiSoft Technology International Limited ("HiSoft" or the "Company") (NASDAQ: HSFT), a leading China-based provider of outsourced information technology and research and development services headquartered in Dalian, China, announced today that at the extraordinary general meeting of the Company's shareholders (the "EGM") held earlier today, shareholders voted to approve each of the proposed resolutions in connection with the previously announced merger with VanceInfo Technologies Inc. (NYSE: VIT). These proposals related to a consolidation of the share capital of the Company, an increase in the authorized share capital of the Company, the allotment and issuance of common shares of the Company, the change of the Company's English name and adoption of a Chinese name, and certain related amendments to the Company's memorandum and articles of association.

Based on the final tabulation, over 99% of the common shares of the Company present in person or by proxy at the EGM were voted "FOR" each of the resolutions to consolidate the share capital of the Company, increase the authorized share capital of the Company and allot and issue common shares of the Company and, therefore, each of these resolutions was passed as an ordinary resolution. Based on the final tabulation, over 99% of the common shares of the Company present in person or by proxy at the EGM were voted "FOR" each of the resolutions to change the Company's English name and adopt a Chinese name and to amend the Company's memorandum and articles of association and, therefore, each of these resolutions was passed as a special resolution.

Prior to the completion of the merger, the Company will effect its previously announced 13.9482-to-1 share consolidation and adjustment to its American depositary shares ("HiSoft ADS") pursuant to which each HiSoft ADS will represent 1 HiSoft share. The parties expect to complete the merger as soon as practicable. The completion of the merger is subject to the satisfaction or waiver of the conditions set forth in the merger agreement with VanceInfo. As a result of the merger, VanceInfo's American depositary shares will no longer be listed on the New York Stock Exchange. Upon completion of the merger, the combined entity will be named "Pactera Technology International Ltd." in English with its American depositary shares listed on the NASDAQ Global Select Market under the ticker symbol of "PACT".

BEIJING, October 31, 2012 /PRNewswire-FirstCall/ -- HiSoft Technology International Limited ("HiSoft" or the "Company") (NASDAQ: HSFT), a leading China-based provider of outsourced information technology and research and development services headquartered in Dalian, China, today reaffirmed previously issued guidance for the third quarter ended September 30, 2012 and full year 2012, in advance of the extraordinary general meeting of HiSoft shareholders, which is scheduled to occur at 9:00 a.m. Beijing time on November 6, 2012, to consider certain proposals in connection with the proposed merger of HiSoft and VanceInfo Technologies Inc.

Based on current market and operating conditions and current book orders, the Company expects:

For the third quarter of 2012:

• Net revenues to be at least US$77 million.
• Non-GAAP diluted net income per ADS^[1] to be between US$0.31 and US$0.32, excluding merger related costs.

For the full year of 2012:

• Net revenues to be at least US$297 million.
• Non-GAAP diluted net income per ADS^[2] to be between US$1.20 and US$1.23, excluding merger related costs.

These estimates are based on current market and operating conditions, are subject to change, and may be influenced positively or negatively by factors outside the Company's control, including but not limited to macroeconomic events in the markets in which the Company operates. See "Safe Harbor Statement" below for additional information regarding forward-looking statements. These estimates also do not include any expected or potential impact from any currently proposed or future merger or acquisition.

Investors should be aware that the above estimates are preliminary, unaudited and subject to further adjustments as a result of the Company's normal period-end closing procedures to be completed prior to the Company's upcoming earnings announcement with respect to its financial results for the quarter ended September 30, 2012. Further details will be provided in the Company's upcoming third quarter 2012 earnings announcement which is currently scheduled for Thursday, November 15, 2012.

Second Quarter 2012 Results

• Net revenues were US$71.8 million, up 41.1%
• Gross profit was US$25.6 million, up 42.7%
• Diluted net income per ADS[1] was US$0.20, compared to US$0.12 
• Non-GAAP[2] diluted net income per ADS was US$0.30, compared to US$0.18 
• Total employees as of June 30, 2012 was 7,814, compared to 6,410

"We are pleased to report a solid increase in revenue while maintaining a healthy improvement in our margins in the second quarter 2012," said HiSoft Chief Executive Officer Tiak Koon Loh. "This sound performance testifies to our strong market position and disciplined execution in our growth strategies."

"In the second quarter, our CPS revenue grew by 157% and our Greater China business continued to lead as a growth driver recording a 109% year-over-year increase in revenue. We are also pleased to see positive results reflected in our BFSI revenue which grew 67% year-over-year, contributing 31% of our total revenue. Our domestic BFSI practice remains especially robust," he said.

Loh concluded, "While our underlying operating performance is solid, we cannot ignore weaker economic conditions in much of the world which may moderate our growth. Despite macro-economic uncertainties, we believe our sturdy foundation of domain expertise, global presence, wide range of service lines and talented human resource pool will enable us to drive the delivery of quality services and deliver sustainable growth."

Outlook for Third Quarter 2012

For the third quarter of 2012, based on current market and operating conditions and current book orders, the Company expects:

• Net revenues to be at least US$77.0 million, representing an expected growth rate of 30.8% year-over-year
• Non-GAAP diluted net income per ADS to be in the estimated range of US$0.31 to US$0.32. This represents an expected growth rate of 19.2% to 23.1% year-over-year, based on 31.9 million weighted average ADSs outstanding

For the full year 2012, based on current market and operating conditions and current book orders, the Company expects:

• Net revenues to be at least US$297.0 million, representing an expected growth rate of 35.6% year-over-year
• Non-GAAP diluted net income per ADS to be in the estimated range of US$1.20 to US$1.23. This represents an expected growth rate of 33.3% to 36.7% year-over-year, based on 31.8 million weighted average ADSs outstanding

BEIJING, May 29, 2012 /PRNewswire-Asia-FirstCall/ -- HiSoft Technology International Limited ("HiSoft" or the "Company") (NASDAQ: HSFT), a leading China-based provider of outsourced information technology and research and development services headquartered in Dalian, China, today announced a strategic cooperation agreement with the International Association of Outsourcing Professionals (IAOP) at a press conference held at Kempinski Hotel Beijing.

Under the agreement, HiSoft becomes the exclusively licensed training provider of IAOP's Certified Outsourcing Professional (COP) training in China, including Taiwan and Macau. Officials from China's Ministry of Commerce and Ministry of Education as well as IAOP's Chief Executive Officer, Debi Hamil, and founder, Michael F. Corbett, HiSoft's Non-executive Chairman of the Board of Directors, Cheng Yaw Sun, and members of the foreign and domestic media were present at the press conference.

"We are proud to be selected as IAOP's exclusive provider of Certified Outsourcing Professional training in China. COP training is the gold-standard in our industry. This partnership not only recognizes HiSoft's commitment to a world-class training infrastructure, but also serves to strengthen our leadership position in the domestic industry," said HiSoft Chief Executive Officer, Tiak Koon Loh.

First Quarter 2012 

• Net revenues were US$65.5 million, up 47.8%
• Gross profit was US$22.9 million, up 62.1%
• Diluted net income per ADS(1) was US$0.19, compared to US$0.09
• Non-GAAP(2) diluted net income per ADS was US$0.27, compared to US$0.15
• Total employees as of March 31, 2012 was 7,490, compared to 5,946

"We are very pleased to have achieved solid year-over-year net revenue growth and margin improvement in the first quarter of the year, a period traditionally representing our slowest season of the year," said HiSoft Chief Executive Officer Tiak Koon Loh. "Our accretive growth was driven by record-high net revenue from companies headquartered in Greater China as well as continued strong contributions from our higher value-added services," said Loh.

"Our Consulting and Packaged Service portfolio, representing higher value-added services, achieved 143.5% year-over-year net revenue growth. These robust results further validate our commitment to provide world-class solution offerings and to become the partner of choice for both our multinational and domestic clients who desire to leverage growth and operational effectiveness," he said.

Loh concluded, "Opportunities with both domestic and multinational companies in Greater Chinaremain strong. Our performance in the first quarter, along with increased visibility into our pipeline, has encouraged us to update our outlook for 2012. As such, we have revised upward our full-year guidance estimates. We anticipate 2012 net revenues to grow at an estimated rate of at least 34.7% year-over-year, and 2012 non-GAAP diluted earnings per ADS to grow in an estimated range of 31.1% to 34.4% year-over-year."

Outlook for Second Quarter 2012

For the second quarter of 2012, based on current market and operating conditions and current book orders, the Company expects:

• Net revenues to be at least US$71.5 million, representing an expected growth rate of 40.6% year-over-year
• Non-GAAP diluted net income per ADS to be in the estimated range of US$0.28 to US$0.29. This represents an expected growth rate of 55.6% to 61.1% year-over-year, based on 32.5 million weighted average ADSs outstanding

For the full year 2012, based on current market and operating conditions and current book orders, the Company expects:

• Net revenues to be at least US$295.0 million, representing an expected growth rate of 34.7% year-over-year
• Non-GAAP diluted net income per ADS to be in the estimated range of US$1.18 to US$1.21. This represents an expected growth rate of 31.1% to 34.4% year-over-year, based on 32.4 million weighted average ADSs outstanding

These estimates are based on current market and operating conditions, are subject to change, and may be influenced positively or negatively by factors outside the Company's control, including but not limited to macroeconomic events in the markets in which the Company operates. See "Safe Harbor Statement" below for additional information regarding forward-looking statements.

Fourth Quarter 2011 as compared to Fourth Quarter 2010

• Net revenues were US$64.9 million, up 52.8%
• Gross profit was US$23.5 million, up 53.3%
• Diluted net income per ADS(1) was US$0.22, compared to US$0.02
• Non-GAAP(2) diluted net income per ADS was US$0.31, compared to US$0.10

"I am pleased to report another solid quarter of growth capping a year of exceptional progress. We surpassed our targets and finished the year stronger in our financial and operational metrics across all service lines, verticals and geographic markets," said HiSoft Chief Executive Officer Mr. Tiak Koon Loh.

Mr. Loh continued, "2011 was a transformative year for us as we invested to build our services portfolio of higher value-added solutions. Our robust results reflect the initial yield from this strategy as well as the disciplined execution to expand our significant client base, deepen levels of client penetration and accelerate inroads intoGreater China, ending the fourth quarter with our domestic China business contributing 20.3% of our total revenues."

"Last year, the number of significant clients with revenue contributions over US$1 million increased by 33% to 36. We are particularly pleased with the full year revenue growth of our Consulting and Packaged Solution services, which climbed over 300% from 2010. Together with developments across the technology and BFSI industries, our revenue realization per employee reached US$34,105," he said.

Loh concluded, "Our strategic efforts in 2011 position us to enter 2012 with great momentum. We will remain focused on the execution of our strategy of expanding our services portfolio with higher value-added solutions and driving profitable and sustainable growth."

Outlook for First Quarter and Full Year 2012

For the first quarter 2012, based on current market and operating conditions and current book orders, the Company expects:

• Net revenues to be at least US$65 million, representing an expected growth rate of at least 46.7% year-over-year
• Non-GAAP diluted net income per ADS to be in the estimated range of US$0.24 to US$0.25. This represents an expected growth rate of 60.0% to 66.7% year-over-year, based on 31.7 million weighted average ADSs outstanding

For the full year 2012, based on current market and operating conditions and current book orders, the Company expects:

• Net revenues to be at least US$285 million, representing an expected growth rate of at least 30.1% year-over-year
• Non-GAAP diluted net income per ADS to be in the estimated range of US$1.14 to US$1.18. This represents an expected growth rate of 26.7% to 31.1% year-over-year, based on 32.0 million weighted average ADSs outstanding

Our capital expenditures for 2010 were primarily related to purchasing new equipment for new employees and to replace existing equipment. We are evaluating various options to expand our capacity, including the establishment of a new campus containing administrative, sales, delivery center and other functions. We estimate that the construction of such a campus would cost between $25 million and $50 million over several years, which we would intend to fund with cash on hand and cash from operations. The timing and feasibility of such a project has not been determined as of the date of this annual report on Form 20-F.

Capital requirements are difficult to plan in our rapidly changing industry.

Second Quarter 2011 Results

BEIJING, July 9, 2011 /PRNewswire-FirstCall/ -- HiSoft Technology International Limited, ("HiSoft" or the "Company") (NASDAQ: HSFT), a leading China-based provider of outsourced information technology and research and development services headquartered in Dalian, China, announced today that it has acquired 100% of the equity interests in Nouveon Technology Partners, Inc. ("Nouveon"), a provider of value-driven IT and process consulting services. Under the terms of the agreement, HiSoft will pay an initial consideration ofUS$5.5 million in cash with additional contingent consideration to be paid based on Nouveon's financial performance over the next two years. The combination of Nouveon's domain expertise and HiSoft's global offshore delivery capabilities creates a uniquely powerful value proposition for clients.

Founded in 2003 by T.J. Eberle and a team of industry consultants, Nouveon is an established provider of value-driven IT and process consulting services to Fortune 500 companies. Based in Charlotte, North Carolina, Nouveon delivers results-oriented work to clients across the United States with domain expertise primarily in the financial services and energy sectors.

"We believe Nouveon's value-driven services and tailored solutions combined with their strong domain expertise in financial services will greatly benefit HiSoft and our global client base," said HiSoft Chief Executive Officer Tiak Koon Loh. "Their highly skilled consultants have an excellent quality-to-cost track record, delivering high-value consulting services and solutions to clients across the United States. This acquisition exemplifies our strategy to strengthen our higher value-added service offerings as we look to further serve the growing needs of our customers."

Nouveon President T.J. Eberle added, "HiSoft's global presence and strong delivery capabilities add a new dimension to the services we offer our clients. HiSoft's extensive experience and global know-how make them an ideal partner to grow with as we seek to deliver greater value to our clients."

HiSoft plans to use the Company's cash to fund the acquisition. Nouveon President T.J. Eberle together with key members of the existing Nouveon management team will remain with Nouveon after the acquisition. HiSoft will grant them employee incentive stock awards under HiSoft's recently adopted 2011 Equity Incentive Plan in order to retain and align their services with HiSoft. The Company expects the transaction to be accretive to earnings beginning in 2012.

BEIJING, June 29, 2011 /PRNewswire-Asia-FirstCall/ -- HiSoft Technology International Limited, ("HiSoft" or the "Company") (NASDAQ: HSFT), a leading China-based provider of outsourced information technology and research and development services headquartered in Dalian, China, today announced the appointment of Mr. Davy Lau as an independent director to the Company's board of directors.

Mr. Lau is currently managing his private direct investment companies, including DGL Group Inc. and Ocean Rich Group Limited. Until February 2011, he was a partner at EgonZehnder International. As managing partner of the Singapore practice of EgonZehnder (2000-2009), he helped establish the firm as one of the leading executive search firms in the market. Before EgonZehnder, Mr. Lau served as GTECH's general manager inAsia until February 1994. At GTECH, Mr. Lau successfully marketed and managed the on-going operations of various public gaming IT outsourcing projects in Asia. Prior to GTECH, Mr. Lau was vice president of Citigroup's Information Business in Japan until June 1989. Mr. Lau started his career at Computervision Corporation in the early 1980s, selling and implementing numerous CAD/CAM systems in the Asia-Pacificregion, including among which the first CAD/CAM systems ever installed in China.

Mr. Lau currently sits on the boards of several investee companies as well as non-profit organizations. He is the Vice Chairman of the Make-A-Wish Foundation Singapore and a member of the Governance Committee of United World College Southeast Asia. Mr. Lau received a bachelor's degree from Tokyo University of Foreign Studies in 1979 and a master of economics degree from Hitotsubashi University in Tokyo in 1981. He is fluent in English, Mandarin, Japanese and Cantonese.

"The appointment of Davy to our board reflects HiSoft's commitment to the highest standards of corporate governance," said HiSoft Chief Executive Officer Tiak Koon Loh. "We fully understand and comply with the regulatory requirements that come with being a US-listed public company. Our board is now comprised of a majority of independent directors and our audit and compensation committees are comprised exclusively of independent directors. We believe the implementation of these measures is important as we remain focused on our adherence to responsible and ethical business practices, while upholding the interests of our shareholders."

Mr. Loh continued, "Davy brings a wealth of professional experience to our board. As Singapore managing partner of one of the leading executive search firms, he has developed a deep understanding of what is required for strong management execution. Moreover, his regional experience in IT services will prove valuable as he lends his advice to the Company. I am confident Davy will help guide HiSoft to sustained growth in the quarters ahead."

Mr. Lau's appointment will be effective June 29, 2011. With his appointment, HiSoft's board will have seven directors, including four independent directors. Mr. Lau will serve on HiSoft's audit committee and as chairperson of the compensation committee, replacing Ms. Jenny Lee, who will step down from both committees but remain on HiSoft's board of directors. Mr. Pehong Chen, an independent director on the board, will join the compensation committee replacing Mr. Venkatachalam Krishnakumar who will step down from the committee. Mr. Krishnakumar will remain on HiSoft's board of directors.

First Quarter Results:

• First quarter 2011 net revenues increased 45.1% year-over-year to US$44.3 million from US$30.5 million for the corresponding period in 2010
• First quarter 2011 gross profit increased 26.9% year-over-year to US$14.1 million from US$11.1 million for the corresponding period in 2010
• First quarter 2011 GAAP diluted earnings per ADS was US$0.09 compared to US$0.13 in the corresponding period in 2010
• First quarter 2011 non-GAAP(1) diluted earnings per ADS was US$0.15 compared to US$0.17 in the corresponding period in 2010

"We are pleased to deliver continued growth momentum in our business," said HiSoft Chief Executive Officer Mr. Tiak Koon Loh. "In the first quarter, we saw strong revenue growth across service lines and geographical markets resulting in a year-over-year growth of 45%. At the end of the first quarter, our China business comprised approximately 17% of our total net revenues, which puts us on track to achieve our target of having 20% of our total revenue generated from China-headquartered companies by the end of the fourth quarter of 2011. Demand across sectors remains robust, and in particular, our banking, financial services and insurance business and SAP practices are growing nicely."

For the second quarter 2011, based on current market and operating conditions the Company expects:

• Second quarter 2011 net revenues to be at least $47.0 million dollars, representing an expected growth rate of at least 35.5% year-over-year
• Second quarter 2011 non-GAAP diluted earnings per ADS to be in the range of $0.17 to $0.18, representing a negative growth rate of between 25.0% and 29.2% year-over-year, based on approximately 32.5 million weighted average ADSs outstanding

For the full year 2011, based on current market and operating conditions, the Company re-confirms its previous guidance as:

• Full year 2011 net revenues expected to be at least $194.5 million dollars, representing a growth rate of at least 32.7% year-over-year
• Full year 2011 non-GAAP diluted earnings per ADS to be in the range of $0.76 to $0.80, representing an expected year-over-year growth rate to be in the range of 8.6% to 14.3%, based on 32.8 million weighted average ADSs outstanding

BEIJING, Feb. 9, 2011 /PRNewswire-Asia-FirstCall/ -- HiSoft Technology International Limited, today announced that it has been named to the NASDAQ Global Select Market, the premier listing tier for NASDAQ companies. HiSoft securities will be listed on the NASDAQ Global Select Market effective January 3, 2011.

"We are honored to be recognized as a Company that meets the highest listing standards in the world," stated HiSoft Chief Executive Officer Tiak Koon Loh. "Inclusion in this listing recognizes our solid financial performance in 2010 and our long-term potential for sustainable growth. We will continue to be a leader in the IT outsourcing vertical in China as we strive to move up the value chain and provide more sophisticated solutions and services to our customers."

Third Quarter 2010 Highlights

• Net revenues increased 70.8% year-over-year to US$38.9 million for the third quarter of 2010 from US$22.8 million for the corresponding period in 2009

• Gross margin was 37.3% for the third quarter of 2010, compared to 35.2% for the corresponding period in 2009

• Income from operations increased 125.1% year-over-year toUS$4.9 millionfor the third quarter of 2010 from US$2.2 millionfor the corresponding period in 2009

• Non-GAAP income from operations increased 156.9% year-over-year to US$6.4 millionfor the third quarter of 2010 fromUS$2.5 millionfor the corresponding period in 2009

• Diluted earnings per American depositary share ("ADS") was US$0.16 for the third quarter of 2010, compared to US$0.10 for the corresponding period in 2009

• Non-GAAP diluted earnings per ADS was US$0.21 for the third quarter of 2010, compared to US$0.11 for the corresponding period in 2009

"We achieved strong financial results during the third quarter," said HiSoft's Chief Executive Officer Tiak Koon Loh. "We continue to leverage our unique value proposition of best practices and expertise with our global clients to engage a growing number of enterprises in the domestic China market.  In the third quarter, we continued to diversify our customer revenue mix, decreasing dependence on individual customer contracts and achieved promising revenue growth from domestic China clients.  The IT services industry in China is rapidly growing and with our dual-shore delivery platform, I'm confident that we are well-positioned to capitalize on this opportunity."

HiSoft's Chief Financial Officer Christine Lu-Wong added, "Our third quarter growth is indicative of the robust demand for our IT outsourcing services. We are expanding our client base, building on existing relationships and executing our business strategy effectively. We maintained days sales outstanding at levels lower than industry norms and our goal as we move into the next quarter is to continue our disciplined cost control while focusing on increasing margins to deliver long-term shareholder value."

Outlook for Full Year 2010

For the full year 2010, based on current market and operating conditions, the Company expects:

• Net revenues to be in the estimated range of US$145 million to US$146 million, representing an expected growth rate of between 58.6% to 59.7% year-over-year
• Non-GAAP diluted earnings per ADS to be in the estimated range of US$0.82 to US$0.83, representing an expected growth rate of between 95.2% to 97.6% year-over-year, based on 31.5 million weighted average ADSs outstanding

"...today announced it intends to file a registration statement with the Securities and Exchange Commission on or about November 22, 2010 relating to a proposed offering of approximately 5,000,000 American depositary shares ("ADSs"), of which approximately 500,000 ADSs are proposed to be offered by the Company and an aggregate of approximately 4,500,000 additional ADSs are proposed to be offered by certain pre-IPO financial investors of the Company and certain other shareholders. Each ADS represents 19 common shares of the Company. In connection with this proposed offering, it is expected that the underwriters will be granted an option to purchase up to an aggregate of 750,000 additional ADSs from the selling shareholders. The amount and timing of the proposed offering is subject to market and other conditions.  

HiSoft expects to use the net proceeds from the proposed offering for general corporate purposes and for potential acquisitions of, or investments in, other businesses or technologies that the Company believes will complement its current operations and expansion strategies. HiSoft will not receive any proceeds from the sales of the ADSs by the selling shareholders."