10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2009
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 0-15946
Ebix, Inc.
(Exact name of registrant as specified in its charter)
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DELAWARE
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77-0021975 |
(State or other jurisdiction of incorporation or
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(I.R.S. Employer Identification No.) |
organization) |
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5 CONCOURSE PARKWAY, SUITE 3200 |
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ATLANTA, GEORGIA
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30328 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: 678-281-2020
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 þ No o
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 during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes
o No o N/A þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer.
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
As
of May 8, 2009, the number of shares of common stock outstanding was 10,191,821.
Ebix, Inc. and Subsidiaries
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2009
INDEX
PART I FINANCIAL INFORMATION
ITEM 1 CONSOLIDATED FINANCIAL STATEMENTS
Ebix, Inc. and Subsidiaries
Consolidated Statements of Income
(In thousands, except per share data)
(Unaudited)
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Three Months Ended March 31, |
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2009 |
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2008 |
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Operating Revenue: |
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$ |
20,668 |
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$ |
16,639 |
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Operating expenses: |
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Costs of services provided |
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4,085 |
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2,843 |
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Product development |
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2,505 |
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2,171 |
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Sales and marketing |
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1,134 |
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847 |
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General and administrative |
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3,843 |
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3,816 |
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Amortization and depreciation |
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744 |
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819 |
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Total operating expenses |
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12,311 |
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10,496 |
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Operating income |
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8,357 |
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6,143 |
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Interest income |
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52 |
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122 |
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Interest expense |
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(284 |
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(342 |
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Foreign exchange gain |
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406 |
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59 |
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Income before income taxes |
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8,531 |
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5,982 |
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Income tax provision |
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(196 |
) |
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(312 |
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Net income |
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$ |
8,335 |
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$ |
5,670 |
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Basic earnings per common share |
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$ |
0.84 |
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$ |
0.55 |
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Diluted earnings per common share |
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$ |
0.69 |
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$ |
0.47 |
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Basic weighted average shares outstanding |
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9,927 |
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10,219 |
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Diluted weighted average shares outstanding |
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12,364 |
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12,462 |
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See
accompanying condensed notes to the consolidated financial statements.
2
Ebix, Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands, except share amounts)
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March 31, |
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December 31, |
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2009 |
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2008 |
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(Unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
11,772 |
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$ |
9,475 |
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Short-term investments |
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477 |
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1,536 |
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Accounts receivable, less allowance of $453 and $453, respectively |
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15,918 |
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13,562 |
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Other current assets |
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1,042 |
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951 |
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Total current assets |
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29,209 |
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25,524 |
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Property and equipment, net |
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4,143 |
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3,774 |
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Goodwill |
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91,359 |
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88,488 |
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Intangible assets, net |
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9,765 |
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10,235 |
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Indefinite-lived intangible assets |
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11,581 |
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11,589 |
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Other assets |
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522 |
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1,557 |
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Total assets |
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$ |
146,579 |
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$ |
141,167 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable and accrued expenses |
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4,361 |
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8,245 |
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Accrued payroll and related benefits |
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3,380 |
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2,709 |
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Short term debt |
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24,945 |
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24,945 |
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Current portion of convertible debt (Also see Note 14) |
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11,518 |
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11,518 |
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Current portion of long term debt and capital lease obligations |
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325 |
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912 |
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Deferred revenue |
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6,228 |
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5,383 |
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Other current liabilities |
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176 |
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142 |
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Total current liabilities |
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50,933 |
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53,854 |
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Convertible debt |
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15,000 |
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15,000 |
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Other long term debt and capital lease obligation, less current portion |
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254 |
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290 |
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Other liabilities |
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2,611 |
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941 |
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Deferred Revenue |
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168 |
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330 |
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Deferred rent |
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574 |
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610 |
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Total liabilities |
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69,540 |
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71,025 |
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Commitments and Contingencies, Note 5 |
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Stockholders equity: |
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Convertible Series D Preferred stock, $.10 par value, 500,000 shares
authorized, no shares issued and outstanding |
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Common stock, $.10 par value, 20,000,000 shares authorized, 9,994,052
issued and 9,923,657 outstanding at March 31, 2009 and 10,006,455
issued and 9,946,710 outstanding at December 31, 2008 |
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979 |
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981 |
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Additional paid-in capital |
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111,586 |
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111,641 |
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Treasury stock (70,395 and 59,745 shares repurchased as of March 31,
2009 and December 31, 2008, respectively) |
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(1,383 |
) |
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(1,178 |
) |
Accumulated deficit |
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(21,864 |
) |
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(30,199 |
) |
Accumulated other comprehensive income |
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(12,279 |
) |
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(11,103 |
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Total stockholders equity |
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77,039 |
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70,142 |
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Total liabilities and stockholders equity |
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$ |
146,579 |
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$ |
141,167 |
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See
accompanying condensed notes to the consolidated financial statements.
3
Ebix, Inc. and Subsidiaries
Consolidated Statements of Stockholders Equity and Comprehensive Income
(unaudited)
(In thousands, except share amounts)
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Accumulated |
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Common Stock |
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Other |
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Treasury |
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Additional |
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Comprehensive |
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Issued |
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Stock |
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Treasury |
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Paid-in |
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Deferred |
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Accumulated |
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(Loss) |
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Comprehensive |
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Shares |
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Amount |
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Shares |
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Stock |
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Capital |
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Compensation |
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Deficit |
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Income |
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Total |
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Income |
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Balance, December 31, 2008 |
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10,006,455 |
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|
981 |
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(59,745 |
) |
|
$ |
(1,178 |
) |
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$ |
111,641 |
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$ |
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$ |
(30,199 |
) |
|
$ |
(11,103 |
) |
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$ |
70,142 |
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Net income |
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8,335 |
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$ |
8,335 |
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$ |
8,335 |
|
Cumulative translation adjustment |
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(1,176 |
) |
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(1,176 |
) |
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(1,176 |
) |
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Comprehensive income |
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$ |
7,159 |
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Repurchase of common stock |
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(16,224 |
) |
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(2 |
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(10,650 |
) |
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(205 |
) |
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(298 |
) |
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(505 |
) |
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Vesting of restricted stock |
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3,821 |
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Deferred compensation and amortization
related to options and restricted stock |
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|
243 |
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243 |
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Balance, March 31, 2009 |
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9,994,052 |
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|
979 |
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(70,395 |
) |
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(1,383 |
) |
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111,586 |
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$ |
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$ |
(21,864 |
) |
|
$ |
(12,279 |
) |
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$ |
77,039 |
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|
See
accompanying condensed notes to the consolidated financial statements.
4
Ebix, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
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Three Months Ended March 31, |
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2009 |
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2008 |
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Cash flows from operating activities: |
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Net income |
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$ |
8,335 |
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$ |
5,670 |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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743 |
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819 |
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Stock-based compensation |
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52 |
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13 |
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Restricted stock compensation |
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191 |
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87 |
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Provision for doubtful accounts |
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30 |
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Changes in assets and liabilities: |
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Accounts receivable |
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(2,356 |
) |
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(4,559 |
) |
Other assets |
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(72 |
) |
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|
(64 |
) |
Accounts payable and accrued expenses |
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244 |
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|
583 |
|
Accrued payroll and related benefits |
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|
672 |
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|
572 |
|
Deferred revenue |
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|
773 |
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|
494 |
|
Deferred rent |
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(36 |
) |
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(29 |
) |
Deferred taxes |
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(766 |
) |
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Other current liabilities |
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36 |
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Net cash provided by operating activities |
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7,816 |
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3,616 |
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Cash flows from investing activities: |
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Investment in Telstra eBusiness Services, net of cash acquired |
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(42,956 |
) |
Investment in IDS |
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(1,000 |
) |
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Investment in ConfirmNet |
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(3,094 |
) |
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(Purchases)maturities of marketable securities, net |
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1,059 |
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|
(4,306 |
) |
Capital expenditures |
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|
(727 |
) |
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|
(181 |
) |
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Net cash used in investing activities |
|
|
(3,762 |
) |
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(47,443 |
) |
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Cash flows from financing activities: |
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Proceeds from line of credit |
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|
4,295 |
|
Repurchase of common stock |
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(505 |
) |
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Proceeds from the exercise of stock options |
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|
271 |
|
Payments for capital lease obligations |
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|
(38 |
) |
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|
(2 |
) |
Principal payments of debt obligations |
|
|
(587 |
) |
|
|
(493 |
) |
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Net cash provided/(used) in financing activities |
|
|
(1,130 |
) |
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|
4,071 |
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Effect of foreign exchange rates on cash |
|
|
(627 |
) |
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|
(451 |
) |
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Net change in cash and cash equivalents |
|
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2,297 |
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(40,207 |
) |
Cash and cash equivalents at the beginning of the period |
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|
9,475 |
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|
48,437 |
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Cash and cash equivalents at the end of the period |
|
$ |
11,772 |
|
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$ |
8,230 |
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Supplemental disclosures of cash flow information: |
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Interest paid |
|
$ |
226 |
|
|
$ |
221 |
|
Income taxes paid |
|
$ |
1,125 |
|
|
$ |
524 |
|
See
accompanying condensed notes to the consolidated financial statements.
5
Ebix, Inc. and Subsidiaries
Condensed Notes to Consolidated Financial Statements
Note 1. Description of Business and Summary of Significant Accounting Policies
Description of BusinessEbix, Inc. and subsidiaries (Ebix or the Company) provides a series of
application software products for the insurance industry ranging from carrier systems, agency
systems and exchanges to custom software development for carriers, brokers, and agents involved in
the insurance and financial industries. The Companys products feature fully customizable and
scalable software designed to improve the way insurance professionals manage all aspects of
distribution, including: marketing, sales, service, accounting and management. The Company has its
headquarters in Atlanta, Georgia and also operates in five other countries including Australia, New
Zealand, Singapore, UK and India. International revenue accounted for 23.7% and 29.6% of the
Companys total revenue for the three months ended March 31, 2009 and 2008 respectively.
The Companys revenues are derived from four product/service groups. Presented in the table
below is the breakout of our revenue streams for each of those product/service groups for the three
months ended March 31, 2009 and 2008.
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
|
March 31, |
|
(dollar amounts in thousands) |
|
2009 |
|
|
2008 |
|
Carrier Systems |
|
$ |
2,826 |
|
|
$ |
2,528 |
|
Exchanges |
|
|
12,033 |
|
|
|
9,443 |
|
BPO |
|
|
3,361 |
|
|
|
1,691 |
|
Broker Systems |
|
|
2,448 |
|
|
|
2,977 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
$ |
20,668 |
|
|
$ |
16,639 |
|
|
|
|
|
|
|
|
Summary of Significant Accounting Policies
Basis of PresentationThe consolidated financial statements include the accounts of
the Company which include:
Ebix Information Systems International, Inc., a Delaware corporation
Canadian Insurance Computer Systems, Inc.
Ebix Software India Private Limited
Ebix Australia Pty. Ltd.
Ebix Australia (VIC) Pty. Ltd.
Ebix Insurance Agency, Inc., an Illinois corporation
Ebix New Zealand
Ebix New Zealand Holdings
Ebix Singapore PTE LTD
Ebix Software India, Private Limited
EIH Holdings KB
EIH Holdings AB
Ebix-Mauritius Holding Ltd.
EbixLife Inc., a Utah corporation
Finetre Corporation, an Indiana corporation
Confirmnet Corporation, a California corporation
IDS Jenquest, Inc., a California corporation
6
The accompanying consolidated financial statements have been prepared in accordance with U.S.
generally accepted accounting principles, and the effect of inter-company balances and transactions
has been eliminated. In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments
(consisting only of normal recurring items) necessary to present fairly the consolidated financial
position of the Company and its consolidated results of operations and cash flows. These interim
financial statements should be read in conjunction with the financial statements and accompanying
notes included in the Companys Annual Report on Form 10-K for the year ended December 31,2008.
ReclassificationBeginning in 2008 and for all years reported, the Company has reclassified
and separately presented in the accompanying consolidated balance sheets and statements of cash
flows its investments in and cash flows associated with short-term investments in certificates of
deposit placed with its commercial bank in India. These certificates of deposit have maturities in
a 12 to 120 months range. The aggregate amount of these short-term investments was $477 thousand
and $1.5 million at March 31, 2009 and December 31, 2008, respectively, and the net cash inflows
(outflows) arising from these investments was $1.1 million and ($4.3) million for the three months
ended March 31 2009 and 2008, respectively.
Short-term InvestmentsThe Companys short-term investments consist of certificates of
deposits with established commercial banking institutions with readily determinable fair values.
These certificates of deposit have maturities periods ranging from 12 to 120 months, with a
weighted average maturity period of approximately 13 months at March 31, 2009. Ebix accounts for
investments that are reasonably expected to be realized in cash, sold or consumed during the year
as short-term investments that are available-for-sale. The carrying amount of investments in
marketable securities approximates fair value at March 31, 2009 and December 31, 2008. The carrying
value of our short-term investments was $477 thousand and $1.5 million at March 31, 2009 and
December 31, 2008, respectively.
Fair Value of Financial InstrumentsThe Company believes the carrying amount of cash and cash
equivalents, accounts receivable, accounts payable, accrued expenses, accrued payroll and related
benefits, line of credit and letters of credit is a reasonable estimate of their fair value due to
the short maturity of these items and/or their fluctuating interest rates.
Revenue Recognition and Deferred RevenueThe Company derives its revenues from
professional and support services, which includes revenue generated from software development
projects and associated fees for consulting, implementation, training, and project management
provided to customers with installed systems, subscription and transaction fees related to services
delivered over our exchanges or on an application service provider (ASP) basis, fees for hosting
software, fees for software license maintenance and registration, business process outsourcing
revenue, and the licensing of proprietary and third-party software. Sales and value-added taxes
are not included in revenues, but rather are recorded as a liability until the taxes assessed are
remitted to the respective taxing authorities.
The Company considers revenue earned and realizable when (a) persuasive evidence of
the sales arrangement exists, provided that the arrangement fee is fixed or determinable,
(b) delivery or performance has occurred, (c) customer acceptance has been received, if
contractually required, and, (d) collectability of the arrangement fee is probable. The Company
uses signed contractual agreements as persuasive evidence of a sales arrangement. Revenue is
recorded net of sales tax, as these taxes are recognized as a liability upon billing.
We apply the provisions of Statement of Position 97-2, Software Revenue Recognition
(SOP 97-2), as amended by Statement of Position 98-9, Modification of SOP 97-2, Software Revenue
Recognition, With Respect to Certain Transactions, (SOP 98-9) to all transactions involving the
license of software where the software deliverables are considered more than inconsequential to the
other elements in the arrangement. For contracts that contain multiple deliverables, we analyze the
revenue arrangements in accordance with Emerging Issues Task Force Issue No. 00-21, Revenue
Arrangements with Multiple Deliverables (EITF 00-21), which provides criteria governing how to
determine whether goods or services that are delivered separately in a bundled sales arrangement
should be considered as separate units of accounting for the purpose of revenue recognition.
Deliverables are accounted for separately if they meet all of the following criteria: a) the
delivered items has value to the customer on a stand-alone basis; b) there is objective and
reliable evidence of the fair value of the undelivered items; and c) if the arrangement includes a
general right of return relative to the delivered items, the delivery or performance of the
undelivered items is probable and substantially controlled by the seller. To the extent
arrangements contain multiple deliverables, the Company performs an analysis of the nature of the
deliverables to determine to what extent the deliverables of the arrangement are governed by any
higher level literature (as defined in EITF 00-21). EITF 00-21 recognizes arrangements that
qualify for treatment under SOP 97-2 and certain arrangements that qualify for contract accounting
(i.e. SOP 81-1) as falling under the definition of higher level literature. In regards to
arrangements containing multiple performance elements, revenue recognition on delivered elements is
predicated upon the establishment of vendor-specific objective evidence (VSOE) of the fair value
for the undelivered elements and applying the residual method of SOP 98-9 if necessary. Fair value
is determined for each undelivered element based on the price the Company charges when the item is
sold separately.
7
Data exchange processing and ASP transaction services fee revenue is recognized as the
transactions occur and generally billed in arrears. Service fees for hosting arrangements are
recognized over the requisite service period.
Software development arrangements involving significant customization, modification or
production are accounted for in accordance with Statement of Position 81-1, Accounting for
Performance on Construction-Type and Certain Production-Type Contracts, (SOP 81-1) using the
percentage-of-completion method. The Company recognizes revenue using periodic reported actual
hours worked as a percentage of total expected hours required to complete the project arrangement
and applies the percentage to the total arrangement fee.
The Company begins to recognize revenue from license fees for its software products upon
delivery and the customers acceptance of the software implementation and customizations if
applicable. Revenue from third party software is derived from the licensing of third party software
products in connection with sales of the Companys software licenses and is recognized upon
delivery together with the Companys licensed software products. Training, data conversion,
installation, and consulting services fees are recognized as revenue when the services are
performed. Revenue for maintenance and support services is recognized ratably over the term of the
support agreement.
For business process outsourcing agreements, which include call center services, services are
primarily performed on a time and material basis. Revenue is recognized when the service is
performed.
In contracts that contain first year maintenance bundled with software fees, unbundling of
maintenance is based on the price charged for renewal maintenance. Revenue for maintenance and
support service is recognized ratably over the term of the support agreement. Revenues derived from
initial setup or registration fees are recognized ratably over the term of the agreement in
accordance with SEC Staff Accounting Bulletin (SAB) 104, Revenue Recognition.
Deferred revenue includes maintenance and support payments or billings that have been received
or recorded prior to performance and, in certain cases, cash collections; initial setup or
registration fees under hosting agreements; and amounts received under multi-element arrangements
in which the VSOE for the undelivered elements does not exist. In these instances revenue is
recognized when the VSOE for the undelivered elements is established or when all contractual
elements have been completed and delivered.
Accounts Receivable and the Allowance for Doubtful Accounts ReceivableAccounts
receivable is stated at invoice billed amounts net of the estimated allowance for doubtful accounts
receivable. Management specifically analyzes accounts receivable and historical bad debts,
write-offs, customer concentrations, customer credit-worthiness, current economic trends and
changes in our customer payment terms when evaluating the adequacy of the allowance for doubtful
accounts. Bad debt expense was $0 thousand and $30 thousand during the three months ended March 31,
2009 and 2008, respectively. Accounts receivable are written off to the allowance account when
the Company has exhausted all reasonable collection efforts. During the three months ending March
31, 2009 and 2008 there were no accounts receivable written off.
Goodwill and Other Indefinite-Lived Intangible AssetsGoodwill represents the cost in excess
of the fair value of the net assets of acquired businesses. In accordance with SFAS No. 142,
Goodwill and Other Intangible Assets, or SFAS 142, goodwill is not amortized. We are required to
test goodwill for impairment at the reporting unit level on an annual basis or on an interim basis
if an event occurs or circumstances change that would reduce the fair value of a reporting unit
below its carrying value. We perform our annual goodwill impairment test as of September 30 each
year. In analyzing goodwill for potential impairment, we use projections of future discounted cash
flows from our reporting units to determine whether the reporting units estimated fair value
exceeds its carrying value. Our estimates of fair value for each reporting unit are corroborated by
market multiple comparables. If the fair value of a reporting unit exceeds its carrying value, then
no further testing is required. However, if a reporting units fair value were to be less than its
carrying value, we would then determine the amount of the impairment charge, if any, which would be
the amount that the carrying value of the reporting units goodwill exceeded its implied value. The
Company performed the annual impairment assessment, as required by SFAS No. 142 as of September 30,
2008 and it was determined that the recorded goodwill was not impaired. No impairment of goodwill
was indicated based on the updated analysis.
During the three months ended March 31, 2009 the Company recorded $3.2 million of additional
goodwill in connection with the previous acquisitions of Telstra, Periculum, Acclamation, and
ConfirmNet all of which occurred during the previous twelve month period.
8
Changes in the carrying amount of goodwill for the three months ended March 31, 2009 are as
follows:
|
|
|
|
|
|
|
March 31, |
|
|
|
2009 |
|
|
|
(In thousands) |
|
Beginning Balance |
|
$ |
88,488 |
|
Additions |
|
|
3,192 |
|
Foreign currency translation adjustments |
|
|
(321 |
) |
|
|
|
|
Ending Balance |
|
$ |
91,359 |
|
|
|
|
|
The Companys indefinite-lived asset is associated with the estimated fair value of the
contractual/territorial relationships existing with the property and casualty insurance carriers in
Australia. These contractual/territorial rights are perpetual in nature and, therefore, the useful
lives are considered indefinite. Indefinite-lived intangible assets are not amortized, but rather
are tested for impairment annually. In accordance with SFAS 142, we are required to test
indefinite-lived intangible assets for impairment annually or whenever events and circumstances
indicate that there may be an impairment of the asset value. Our annual impairment test date is
September 30. We perform the impairment test for our indefinite-lived intangible assets by
comparing the assets fair value to its carrying value. We estimate the fair value based on
projected discounted future cash flows. An impairment charge is recognized if the assets estimated
fair value is less than its carrying value. In connection with the acquisition of Telstra an
indefinite-lived asset in the amount of $14.7 million was recorded as of January 2, 2008.
Finite-lived Intangible AssetsPurchased intangible assets represent the estimated acquisition
date fair value of customer relationships, developed technology, and trademarks acquired through
synergistic combination of the business that we acquire in the U.S. and foreign countries in which
operate. We amortize these intangible assets on a straight-line basis over their estimated useful
lives, as follows:
|
|
|
|
|
|
|
Life |
|
Category |
|
(yrs) |
|
Customer relationships |
|
|
420 |
|
Developed technology |
|
|
37 |
|
Trademarks |
|
|
510 |
|
The carrying value of finite-lived intangible assets at March 31, 2009 and December 31, 2008
are as follows:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(In thousands) |
|
Intangible assets: |
|
|
|
|
|
|
|
|
Customer relationships |
|
$ |
11,364 |
|
|
$ |
11,373 |
|
Developed technology |
|
|
4,757 |
|
|
|
4,762 |
|
Trademarks |
|
|
654 |
|
|
|
656 |
|
Backlog |
|
|
140 |
|
|
|
140 |
|
|
|
|
|
|
|
|
Total intangibles |
|
|
16,915 |
|
|
|
16,931 |
|
Accumulated amortization |
|
|
(7,150 |
) |
|
|
(6,696 |
) |
|
|
|
|
|
|
|
Intangibles, net |
|
$ |
9,765 |
|
|
$ |
10,235 |
|
|
|
|
|
|
|
|
Indefinite-lived intangibles: |
|
|
|
|
|
|
|
|
Customer/territorial relationships |
|
$ |
11,581 |
|
|
$ |
11,589 |
|
Income TaxesThe Company follows the asset and liability method of amounting for
income taxes pursuant to Financial Accounting Statement No. 109, Accounting for Income Taxes
(SFAS 109). Deferred income taxes are recorded to reflect the tax consequences on future years of
differences between the tax basis of assets and liabilities, and operating loss and tax credit
carry forwards and their financial reporting amounts at each period end using enacted tax rates
expected to apply to taxable income in the years in which those temporary differences are expected
to be recovered or settled. In assessing the realizability of the deferred tax assets, management
considers whether it is more likely than not that some portion or all of the deferred tax assets
will not be realized. A valuation allowance is recorded for the portion of the deferred tax assets
that are not expected to be realized based on the levels of historical taxable income and
projections for future taxable income over the periods in which the temporary differences will be
deductible.
9
Effective January of 2007 the Company adopted the Financial Accounting Interpretation
No. 48, Accounting for Uncertainty in Income Taxes (FIN 48). FIN 48 clarifies the accounting
for uncertainty in income taxes by prescribing the minimum recognition threshold a tax position is
required to meet before being recognized in the financial statements.
Recent Accounting PronouncementsIn December 2007, the FASB issued SFAS No. 141R,
Business Combinations (SFAS 141R). SFAS 141R replaces SFAS No. 141, Business Combinations, and
improves the relevance, representational faithfulness, and comparability of the information that a
reporting entity provides in its financial reports about a business combination and its effects.
SFAS 141R is effective for fiscal years beginning after December 15, 2008. The Company adopted
SFAS 141R during the first quarter of 2009. To date it has not yet had a material impact on the
Companys financial statements, since there were no acquisitions in the 1st quarter of
2009.
Note 2. Earnings per Share
The basic and diluted earnings per share (EPS), and the basic and diluted weighted average
shares outstanding for all periods presented on the consolidated statements of income have been
adjusted to reflect the retroactive effect of the Companys 3-for-1 stock split dated October 9,
2008 (see Note 13 for further explanation). Basic EPS is equal to net income divided by the
weighted average number of shares of common stock outstanding for the period. Diluted EPS takes
into consideration common stock equivalents which for the Company consist of stock options,
restricted stock, and convertible debt. With respect to stock options, diluted EPS is calculated as
if the Company had additional common stock outstanding from the beginning of the year or the date
of grant or issuance, net of assumed repurchased shares using the treasury stock method. With
respect to convertible debt, diluted EPS is calculated as if the debt instrument had been converted
at the beginning of the reporting period or the date of issuance, whichever is later. Diluted EPS
is equal to net income plus interest expense on convertible debt, divided by the combined sum of
the weighted average number of shares outstanding and common stock equivalents. At March 31, 2009
and 2008 there were 361,872 and 361,392, respectively, shares potentially issuable with respect to
stock options which could dilute EPS in the future but which was excluded from the diluted EPS
calculation because presently their effect is anti-dilutive.
To calculate diluted earnings per share, interest related to convertible debt of $163 thousand
and $125 thousand for the three months ended March 31, 2009 and 2008, respectively was added back
to net income.
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
|
March 31, |
|
|
|
2009 |
|
|
2008 |
|
Basic Weighted Average Shares
Outstanding |
|
|
9,926,995 |
|
|
|
10,218,795 |
|
|
|
|
|
|
|
|
|
|
Incremental Shares |
|
|
2,437,061 |
|
|
|
2,243,613 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Shares Outstanding |
|
|
12,364,056 |
|
|
|
12,462,408 |
|
|
|
|
|
|
|
|
Note 3. Short term debt
The Companys short term debt consists of a $25.0 million revolving line of credit facility
with Bank of America Corporation. The line provides for a variable interest rate at Libor plus
1.3%, is secured by a first security interest in substantially all of the Companys assets, and
expires in August 2009. The underlying loan and security agreement contains certain financial
covenants related to profitability, current assets, and debt coverage to which the Company is in
compliance. There have been no events of default.
There were no repayments or
borrowings on the line of credit during the first quarter of 2009. As of March 31, 2009 the
outstanding balance on the line was $24.9 million and the facility carried an interest rate of
1.8%.
During
the year ending December 31, 2008 the Company borrowed
$9.3 million from the revolving line of credit facility, and at
year end 2008 the balance on the credit facility was
$24.9 million.
10
Note 4: Income Taxes
Effective Tax RateThe effective income tax rate was 4.70% for the three months ended March
31, 2009, as compared to 5.22% for the same period in 2008. The Companys interim period income tax
provisions are based on our current estimate of the effective income tax rates applicable to the
related annual twelve month period, after considering discrete items unique to the respective
interim reporting period. Our effective tax rate for 2009 has decreased slightly due to the change
in the mix of taxable income amongst the various domestic and foreign countries, including certain
low tax rate foreign jurisdictions, in which the Company conducts operations. Reported income tax
expense for the three months ended March 31, 2009 are also lower due to a reduction in the
provision for unrecognized tax benefits, which is detailed further below.
In the United States the Companys effective federal income tax rate is reduced because of the
use of available net operating loss (NOL) carry-forwards used to partially offset taxable income.
At March 31, 2009, the Company has remaining available domestic net operating loss (NOL)
carry-forwards of approximately $39 million (net of approximately $3.9 million utilized to reduce
the current periods taxable income), which are available to offset future federal and certain
state income taxes. A portion of these NOLs will expire during each of the years 2009 through 2020.
A full valuation allowance currently exists against the Companys accumulated domestic net
operating loss carryforwards because of uncertainty as to the expectation of future taxable income
in the United States and the lack of availability of effective tax planning strategies. Changes in
the valuation allowance could have a material impact on the Companys future effective tax rate.
Currently, in India the Companys local taxable income, other than passive interest and rental
income, is subject to a tax holiday. The tax holiday is scheduled to expire in 2010. The Companys
operations in India are also subject to the 11.33% Minimum Alternative Tax (MAT). For the three
month period ended March 31, 2009 the Companys MAT liability was $396 thousand. The tax paid
under the MAT provisions is carried forward for a period of seven years and set off against future
tax liabilities computed under the regular corporate income tax provisions, for which the current
income tax rate is 33.99%. Accordingly, the Companys consolidated balance sheet at March 31, 2009
includes a long-term deferred tax asset in the amount of $1.6 million.
FIN 48 Accounting for Uncertainty in Income TaxesThe Company adopted the provisions of
FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007 FIN
48. As of March 31, 2009 the Companys consolidated balance sheet includes a liability of $717
thousand for unrecognized tax benefits. A reconciliation of the beginning and ending amount of
unrecognized tax benefits is as follows:
|
|
|
|
|
|
|
(in thousands) |
|
Balance at January 1, 2009 |
|
$ |
914 |
|
|
|
|
|
|
Additions for tax positions related to current year |
|
$ |
52 |
|
Additions for tax positions of prior years |
|
$ |
|
|
Reductions for tax position of prior years |
|
$ |
(249 |
) |
|
|
|
|
Balance at March 31, 2009 |
|
$ |
717 |
|
|
|
|
|
Note 5. Commitments and Contingencies
Lease CommitmentsThe Company leases office space under non-cancelable operating leases with
expiration dates ranging through 2015, with various renewal options. Capital leases range from
three to five years and are primarily for computer equipment. There were multiple assets under
various individual capital leases at March 31, 2009 and 2008.
Rental expense for office facilities and certain equipment subject to operating leases for the
three months ended March 31, 2009 and 2008 was $596 thousand and $556 thousand, respectively.
Sublease income was $35 thousand and $54 thousand, respectively for the three months ended March
31, 2009 and 2008.
11
ContingenciesThe Company is involved in various claims and legal actions arising in the
ordinary course of business. In the opinion of management, the ultimate disposition of these
matters will not have a material adverse effect on the Companys consolidated financial position,
results of operations or liquidity.
Self InsuranceFor most of the Companys U.S. employees the Company is currently self-insured
for its health insurance and has a stop loss policy that limits the individual liability to $100
thousand per person and the aggregate liability to 125% of the expected claims based upon the
number of participants and historical claims. As of March 31, 2009, the amount accrued on the
Companys consolidated balance sheet was $124 thousand. The maximum potential estimated cumulative
liability for the annual contract period, which ends in September 2009, is $1.2 million.
Note 6: Sales of Unregistered Common Stock
Note 10 to the Companys consolidated financial statements for the years ended December 31,
2008, 2007, and 2006 included in our 2008 Annual Report on Form 10-K and incorporated herein by
reference, includes details regarding the sales of unregistered shares of the Companys common
stock occurring during those years. The shares sold in December 2007 and April 2008 were
registered in a S-1 registration statement number 333-150371 that was filed with the SEC and
declared effective on February 18, 2009.
Note 7: Geographic Information
The Company operates with one reportable segment whose results are regularly reviewed by the
Companys chief operating decision maker as to performance and allocation of resources. In
accordance with SFAS 131 Disclosures about Segments of an Enterprise and Related Information, the
following enterprise wide information is provided. The following information relates to geographic
locations (all amounts in thousands, except headcount):
Three Months ended March 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
America |
|
|
Australia |
|
|
New Zealand |
|
|
India |
|
|
Singapore |
|
|
Total |
|
Revenue |
|
$ |
15,764 |
|
|
$ |
4,285 |
|
|
$ |
215 |
|
|
$ |
|
|
|
$ |
404 |
|
|
$ |
20,668 |
|
Fixed assets |
|
$ |
2,440 |
|
|
$ |
385 |
|
|
$ |
24 |
|
|
$ |
1,253 |
|
|
$ |
41 |
|
|
$ |
4,143 |
|
Goodwill |
|
$ |
60,836 |
|
|
$ |
30,523 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
91,359 |
|
Other intangible assets |
|
$ |
7,602 |
|
|
$ |
13,744 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
21,346 |
|
Headcount |
|
|
318 |
|
|
|
61 |
|
|
|
9 |
|
|
|
259 |
|
|
|
6 |
|
|
|
653 |
|
Three Months ended March 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
America |
|
|
Australia |
|
|
New Zealand |
|
|
India |
|
|
Singapore |
|
|
Total |
|
Revenue |
|
$ |
9,755 |
|
|
$ |
6,231 |
|
|
$ |
195 |
|
|
$ |
18 |
|
|
$ |
440 |
|
|
$ |
16,639 |
|
Fixed assets |
|
$ |
2,155 |
|
|
$ |
392 |
|
|
$ |
28 |
|
|
$ |
855 |
|
|
$ |
40 |
|
|
$ |
3,470 |
|
Goodwill |
|
$ |
29,056 |
|
|
$ |
52,256 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
81,312 |
|
Other intangible assets |
|
$ |
6,609 |
|
|
$ |
3,654 |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
10,263 |
|
Headcount |
|
|
218 |
|
|
|
68 |
|
|
|
9 |
|
|
|
128 |
|
|
|
6 |
|
|
|
429 |
|
12
Note 8: Acquisitions
The acquisitions were accounted for under the purchase method of accounting with the Company
treated as the acquiring entity in accordance with SFAS No. 141, Business Combinations.
Accordingly, the consideration paid by the Company to complete the acquisition has been allocated
to the assets and liabilities acquired based upon their estimated fair values as of the date of the
acquisition. The excess of the purchase price over the estimated fair values of assets acquired and
liabilities assumed was recorded as goodwill. Certain acquisitions included earnout provisions
which are recorded as a component of goodwill when the earnout is determinable beyond a reasonable
doubt.
2008 Acquisitions
ConfirmNet CorporationEffective November 1, 2008 Ebix acquired ConfirmNet Corporation
(ConfirmNet) a provider of insurance certificate creation and tracking services. The Company paid
ConfirmNet shareholders $7.36 million for all of ConfirmNets stock, and ConfirmNet shareholders
earned an additional $3.1 million in additional consideration which was paid during the first
quarter of 2009 and retain the right to earn up to an additional $3.0 million, which is currently
considered contingent, at the one year anniversary date of the acquisition if certain revenue
targets of the ConfirmNet division of Ebix are met. The results of operation for ConfirmNet, which
is a component of our BPO channel, are included in the Companys reported net income since the
fourth quarter of 2008. Ebix financed this acquisition using available cash balances. The purchase
price allocation for the ConfirmNet acquisition is not complete because the Company is in the
process of developing a valuation of the respective identifiable intangible and tangible assets.
Acclamation Systems, Inc.Effective August 1, 2008 Ebix acquired Acclamation Systems, Inc
(Acclamation) a developer of supplier software and e-commerce solutions to the health insurance
industry. The Company acquired all of the stock of Acclamation for a payment of $22 million in cash
and additional future payments of up to $3.0 million, which is currently considered contingent,
over a two year period subsequent to the effective date of the acquisition if certain customer
revenue targets for Ebixs Health Benefits division are achieved. The Company also incurred
approximately $85 thousand of costs primarily consisting of legal, accounting, due diligence, and
filing fees directly related to the closing of the acquisition. Ebix financed this acquisition with
a combination of $15 million of proceeds from the issuance of convertible debt and $7 million of
available cash reserves. The operating results of Acclamation, which is a component of our Exchange
channel, have been included in the Companys reported net income beginning in the third quarter of
2008.
Periculum Services GroupEffective April 28, 2008 Ebix acquired Periculum Services Group
(Periculum) a provider of certificate of insurance tracking services. The Company acquired all of
the stock of Periculum for a payment of $1.1 million and additional consideration of $200 thousand
which was paid in April 2009. Ebix financed this acquisition using available cash. The operating
results of Periculum, which is a component of our BPO channel, have been included in the Companys
reported net income beginning in the second quarter of 2008. The purchase price allocation for the
Periculum acquisition is not complete because the Company is in the process of developing a
valuation of the respective identifiable intangible and tangible assets.
Telstra eBusiness ServicesEffective January 2, 2008 Ebix acquired Telstra eBusiness Services
(Telstra) an insurance exchange located in Melbourne, Australia. The Company purchased all of the
stock of Telstra for a payment of Australian $50.0 million (US $43.9 million). Telstra was a wholly
owned subsidiary of Telstra Services Solutions Holding Limited. The Company also incurred
approximately $368 thousand of expenses primarily consisting of legal, accounting, due diligence,
and filing fees directly related to the closing of the acquisition. Ebix financed this acquisition
with a combination of $1.6 million of available cash reserves, $16.5 million from the Companys
line of credit, $20.0 million of convertible debt, and $5.7 million from sales of the Companys
common stock. The operating results of Telstra have been included in the Companys reported net
income since the first quarter of 2008. The acquisition also gave rise to the elimination of
certain personnel of Telstra and as a result and in accordance with the FASBs Emerging Issues Task
Force Issue No. 95-3 Recognition of Liabilities in Connection with a Purchase Business
Combination, the Company recognized a liability of $198 thousand related to this elimination of
personnel that was undertaken as part of the final integration plan that was implemented
immediately after the closing of the acquisition. The Company completed its purchase price
allocation and the valuation of the respective acquired intangible assets with the assistance of
independent third party valuation experts. As a result, the Company recognized an indefinite-life
intangible and associated estimated fair value with respect to the contractual/territorial
relationships existing with the property and casualty insurance carriers in Australia. These
contractual/territorial rights are perpetual in nature and, therefore, the useful lives are
considered indefinite. Indefinite-lived intangible assets are not amortized, but rather are tested
for impairment annually. In summary the Company recorded an indefinite-life intangible asset with
respect to the insurance carriers in the amount of
$14.9 million, definite lived intangible assets with
respect to acquired customer relationships in the amount of $2.6 million (with an estimated useful
life of 20 years), and acquired developed technology in the amount of $523 thousand (with an
estimated useful life of 3 years).
13
The following table summarizes the estimated fair value of the net assets acquired and the
liabilities assumed at the acquisition dates for those business combinations completed during 2008:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
(In thousands) |
|
2009 |
|
|
2008 |
|
Current assets |
|
$ |
8,363 |
|
|
$ |
7,638 |
|
Property and equipment |
|
|
817 |
|
|
|
817 |
|
Intangible assets |
|
|
5,830 |
|
|
|
5,809 |
|
Indefinite-lived intangibles |
|
|
14,862 |
|
|
|
14,748 |
|
Goodwill |
|
|
61,269 |
|
|
|
58,322 |
|
|
|
|
|
|
Total assets acquired |
|
|
91,141 |
|
|
|
87,334 |
|
Less: liabilities assumed |
|
|
(16,365 |
) |
|
|
(12,558 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets acquired |
|
$ |
74,776 |
|
|
$ |
74,776 |
|
The following table summarizes the separately identified intangible assets acquired as a
result of the acquisitions that occurred during 2008 as of the acquisition date:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average |
|
|
|
Fair Value |
|
|
Useful Life |
|
Intangible asset category |
|
(in thousands) |
|
|
(in years) |
|
Customer relationships |
|
$ |
4,906 |
|
|
|
15.0 |
|
Developed technology |
|
|
924 |
|
|
|
3.9 |
|
|
|
|
|
|
|
|
Total acquired intangible assets |
|
$ |
5,830 |
|
|
$ |
13.2 |
|
Note 9: Pro Forma Financial Information (related to recent acquisitions)
The following pro forma financial information for the three months ended March 31, 2008
presents the consolidated operations of the Company as if the acquisitions described above in Note
9 had been made on January 1, 2008, after giving effect to certain adjustments for the pro forma
effects of the acquisition as of the acquisition dates. The Company made adjustments primarily for
the amortization of intangible assets and the recognition of income tax expense using local
effective tax rates. The pro forma financial information is provided for informational purposes
only and does not project the Companys results of operations for any future period:
|
|
|
|
|
|
|
|
|
|
|
As Reported |
|
|
Pro Forma |
|
(in thousands, except per share data) |
|
1st Qtr 2008 |
|
|
1st Qtr 2008 |
|
Revenue |
|
$ |
16,639 |
|
|
$ |
21,069 |
|
Net Income |
|
$ |
5,670 |
|
|
$ |
6,218 |
|
Basic EPS |
|
$ |
0.55 |
|
|
$ |
0.61 |
|
Diluted EPS |
|
$ |
0.47 |
|
|
$ |
0.51 |
|
14
Note 10: Convertible Debt
The Company accounts for its convertible debt in accordance with APB Opinion 14, Accounting
for Convertible Debt and Debt Issued with Stock Purchase Warrants.
On July 11, 2008, the Company entered into a Secured Convertible Note Purchase Agreement with
Whitebox VSC, Ltd. in the original principal amount of $15.0 million, which amount is convertible
into shares of Common Stock at a Conversion Price of $28.00 per share, subject to certain
adjustments as set forth in the note. The note bears an interest rate of 2.5% per annum which is
payable on an annual basis on July 11th of each year, each date of conversion (as to the principal
amount being converted), and the maturity date. No warrants were issued with this convertible note.
The note is payable in full at its maturity date of July 11, 2010. The proceeds of this note were
used by the Company to partially finance the acquisition of Acclamation. The Note is convertible,
in whole or in part, into shares of Common Stock at the option of Whitebox, at any time and from
time to time (subject to certain conversion limitations set forth in the Note), at the Conversion
Price. The Company has the option to cause a mandatory conversion and the subsequent surrender of
the Note at a Conversion Price of $28.00 per share, if the average price of the Companys Common
Stock on the trading market exceeds $56.00 for any consecutive 30 trading days.
On December 18, 2007, the Company entered into a Secured Convertible Note Purchase Agreement
with Whitebox VSC, Ltd. in the original principal amount of $20.0 million, which amount is
convertible into shares of Common Stock at a Conversion Price of $21.28 per share, subject to
certain adjustments as set forth in the note. The note bears an interest rate of 2.5% per annum,
payable on an annual basis on December 18th of each year, each date of conversion (as to the
principal amount being converted) and the maturity date. No warrants were issued with this
convertible note. The proceeds of this note were used by the Company to partially finance the
acquisition of Telstra. The Note is convertible, in whole or in part, into shares of Common Stock
at the option of Whitebox, at any time and from time to time (subject to certain conversion
limitations set forth in the Note), at the Conversion Price. The Company has the option to cause a
mandatory conversion and the subsequent surrender of the Note at a Conversion Price of $21.28 per
share, if the average price of the Companys Common Stock on the trading market exceeds $42.67 for
any consecutive 30 trading days. Pursuant to the share purchase agreements, Ebix was obligated to
file with the SEC this registration statement for the underlying shares of our common stock and use
our reasonable best efforts to cause the SEC to declare the registration statement effective. This
registration statement, number 333-150371, became effective on February 18, 2009. During the year
ended December 31, 2008 Whitebox converted $8.6 million of principal and accrued interest into
405,897 shares of the Companys common stock.
Note 11: Long-term Debt:
Long-term debt was a result of the EbixLife acquisition in February 2004 and represented a
$2.5 million non-interest bearing note payable. The note was payable in annual installments of $500
thousand over five years. The Company imputed interest on this debt of 4%. The final installment
payment was made in February 2009.
Note 12: Repurchase of Common Stock from Brit:
On April 16, 2008, the Company entered into a Stock Purchase Agreement with Brit Insurance
Holdings PLC (Brit) for the repurchase of 1,200,000 shares of the companys common stock held by
Brit, and consummated the transaction on April 17, 2008. The price was $20.00 per share, for an
aggregate purchase price of $24.0 million. As of May 4, 2009, Brit holds 339,789 shares of our
common stock, representing approximately 3.3% of our outstanding stock. The Company financed this
share repurchase using a combination of the proceeds of its April 2008 sales of common stock (
$11.0 million), cash on hand ($8.0 million) and additional borrowings under its line of credit
($5.0 million).
Note 13: Stock Split
On July 29, 2008 the Board of Directors approved and declared a 3-for-1 stock split on shares
of its common stock (the Stock Split) effective October 9, 2008 (the Split Date) outstanding as
of the close of business on September 29, 2008. As a result of the Stock Split, every share of the
Companys common stock was converted into three shares of the common stock. Each stockholders
percentage ownership in the Company and proportional voting power remained unchanged after the
Stock Split. Furthermore, as a result of the Stock Split approximately 6.5 million additional
shares of common stock were issued and the Companys issued and outstanding common stock was
increased to approximately 9.8 million shares. Shares reserved for issuance under the Companys
1996 Stock Option Plan, the 1998 Director Option Plan, the 2006 Incentive Compensation Program, and
for the Companys 2.5% convertible promissory notes were similarly adjusted. Information presented
in these consolidated financial statements and accompanying notes have been adjusted for all
periods presented to reflect the retroactive effect of the stock split.
Note 14: Subsequent Events
Conversion of a Portion of Outstanding DebtOn April 17, 2009 Whitebox VSC, Ltd. in connection
with the Secured Convertible Promissory Note dated December 18, 2007, converted $5.7 million of
principal plus related accrued interest in the amount of $46 thousand into 268,164 shares of the
Ebix common stock.
15
Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Safe Harbor for Forward-Looking Statements under the Securities Litigation Reform Act of 1995This
Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be
identified by words such as may, could, should, would, believe, expect, anticipate,
estimate, intend, seek, plan, project, continue, predict or words of similar meaning
and include, but are not limited to, statements regarding the outlook for our future business and
financial performance. Forward-looking statements are based on managements current expectations
and assumptions, which are subject to inherent uncertainties, risks and changes in circumstances
that are difficult to predict. Actual outcomes and results may differ materially due to global
political, economic, business, competitive, market, regulatory and other factors, including the
items identified in Part I, Item 1A, Risk Factors in our 2008 Form 10-K which is incorporated by
reference herein. We undertake no obligation to publicly update any forward-looking statement,
whether as a result of new information, future developments or otherwise.
The important factors that could cause actual results to differ materially from those in our
specific forward-looking statements included in this Form 10-Q include, but are not limited to, the
following:
|
|
|
Regarding Notes 3, 7 and 11 of the Condensed Notes to Consolidated Financial
Statements, and our future liquidity needs discussed under Liquidity and Financial
Condition, our ability to generate cash from operating activities and any declines in
our credit ratings or financial condition which could restrict our access to the
capital markets or materially increase our financing costs; |
|
|
|
With respect to Note 5 of the Condensed Notes to Consolidated Financial Statements,
Commitments and Contingencies, and Contractual Obligations and Commercial
Commitments in MD&A, changes in the market value of our assets or the actual cost of
our commitments or contingencies; |
|
|
|
Regarding Note 8 of the Condensed Notes to Consolidated Financial Statements related to acquired
intangible assets and our ability to accurately estimate the fair
value of such assets; and, |
|
|
|
With respect this Management Discussion & Analysis of Financial Condition and
Results of Operation and the analysis of the three month revenue trend, the actual
level of demand for our products during the immediately foreseeable future. |
The following information should be read in conjunction with the unaudited consolidated
financial statements and the notes thereto included in Part 1. Item 1 of this Quarterly Report, and
the audited consolidated financial statements and notes thereto and Managements Discussion and
Analysis of Financial Condition and Results of Operations contained in the Companys Annual Report
on Form 10-K for the year ended December 31, 2008.
Company Overview
Ebix, Inc. is a leading international supplier of software and e-commerce solutions to the
insurance industry. Ebix provides a series of application software products for the insurance
industry ranging from carrier systems, agency systems and exchanges to custom software development
for all entities involved in the insurance and financial industries. Our goal is to be the leading
powerhouse of backend insurance transactions in the world. The Companys technology vision is to
focus on convergence of all insurance channels, processes and entities in a manner such that data
can seamlessly flow once a data entry has been made. Our customers include many of the top
insurance and financial sector companies in the world.
The insurance industry has undergone significant consolidation over the past several years
driven by the need for, and benefits from, economies of scale and scope in providing insurance in a
competitive environment. The insurance markets have also seen a steady increase in the desire to
reduce paper based processes and improve efficiency both at the back-end side and also at the
consumer end side. Such consolidation has involved both insurance carriers and insurance brokers
and is directly impacting the manner in which insurance products are distributed. Management
believes the insurance industry will continue to experience significant change and increased
efficiencies through online exchanges and reduced paper based processes are becoming increasingly a
norm across the world insurance markets. Changes in the insurance industry are likely to create new
opportunities for the Company.
16
Ebix strives to work collaboratively with clients to develop innovative technology strategies
and solutions that address specific business challenges. Ebix combines the newest technologies with
its capabilities in consulting, systems design and integration, IT and business process
outsourcing, applications software, and Web and application hosting to meet the individual needs of
organizations. Over 70% of our operating revenues are of a recurring nature.
Recently, we have expanded both internally as well as through a series of acquisitions.
ConfirmNet CorporationEffective November 1, 2008 Ebix acquired ConfirmNet Corporation
(ConfirmNet) a provider of insurance certificate creation and tracking services. The Company paid
ConfirmNet shareholders $7.4 million for all of ConfirmNets stock, and ConfirmNet shareholders
earned an additional $3.1 million in additional which was paid in the first quarter of 2009 and
retain the right to earn up to an additional $3.0 million at the one year anniversary date of the
acquisition if certain revenue targets of the ConfirmNet division of
Ebix are met. The purchase price allocation for this business
combination is not complete because the Company is in the process of
developing a valuation of the respective identifiable intangible and
tangible assets. The results of
operation for ConfirmNet, which is a component of our BPO channel, are included in the Companys
reported net income starting in the fourth quarter of 2008. Ebix financed this acquisition using
available cash balances.
Acclamation Systems, Inc.Effective August 1, 2008 Ebix acquired Acclamation Systems, Inc
(Acclamation) a developer of supplier software and e-commerce solutions to the health insurance
industry, effective August 1, 2008. The Company acquired all of the stock of Acclamation for a
payment of $22 million in cash and additional future payments of up to $3 million over a two year
period subsequent to the effective date of the acquisition if certain customer revenue targets for
Ebixs Health Benefits division are achieved. The Company also incurred approximately $85 thousand
of costs primarily consisting of legal, accounting, due diligence, and filing fees directly related
to the closing of the acquisition. Ebix financed this acquisition with a combination of the
proceeds from the issuance of convertible debt and available cash
reserves. The Company recorded definite lived intangible assets with
respect to acquired customer relationships in the amount of
$1.3 million (with an estimated useful life of 9 years),
and acquired developed technology in the amount of $278 thousand
(with an estimated useful life of 5 years). The operating results
of Acclamation, which is a component of our Exchange channel, have been included in the Companys
reported net income beginning in the third quarter of 2008.
Periculum Services GroupEffective April 28, 2008 Ebix acquired Periculum Services Group
(Periculum) a provider of certificate of insurance tracking services. The Company acquired all of
the stock of Periculum for a payment of $1.1 million and additional future payments of up to $200
thousand at the one year anniversary date of the acquisition if certain customer retention and
revenue targets for Periculum are achieved. Ebix financed this acquisition using available cash.
The purchase price allocation for this business
combination is not complete because the Company is in the process of
developing a valuation of the respective identifiable intangible and
tangible assets. The operating results of Periculum, which is a component of our BPO channel, have been included in
the Companys reported net income beginning in the second quarter of 2008.
Telstra eBusiness ServicesEffective January 2, 2008 Ebix acquired Telstra eBusiness Services
(Telstra) an insurance exchange located in Melbourne, Australia. The Company purchased all of the
stock of Telstra for a payment of Australian $50.0 million (US $43.9 million). Telstra was a wholly
owned subsidiary of Telstra Services Solutions Holding Limited. Ebix financed this acquisition
with a combination of $1.6 million of available cash reserves, $16.5 million from the Companys
line of credit, $20.0 million of convertible debt, and $5.7 million from sales of the Companys
common stock. The operating results of Telstra have been included in the Companys reported net
income since the first quarter of 2008. The Company completed its purchase price allocation and the
valuation of the respective acquired intangible assets with the assistance of independent third
party valuation experts. As a result, the Company recognized an indefinite-life intangible and
associated estimated fair value with respect to the contractual/territorial relationships existing
with the property and casualty insurance carriers in Australia. These contractual/territorial
rights are perpetual in nature and, therefore, the useful lives are considered indefinite.
Indefinite-lived intangible assets are not amortized, but rather are tested for impairment
annually. In summary the Company recorded an indefinite-life intangible asset with respect to the
insurance carriers in the amount of $14.7 million, definite
lived intangible assets with respect to acquired
customer relationships in the amount of $2.6 million (with an estimated useful life of 20 years),
and acquired developed technology in the amount of $523 thousand (with an estimated useful life of
3 years).
17
Offices and Geographic Information
The Company has its headquarters in Atlanta, Georgia, and it also has domestic operations in
Walnut Creek and Hemet, California; Pittsburgh, Pennsylvania; Park City, Utah; Herndon, Virginia;
and Dallas, Texas. The Company also has offices in Australia, New Zealand, Singapore, United
Kingdom and India. In these offices, Ebix employs insurance and technology professionals who
provide products, services, support and consultancy to our 3,000 customers across six continents.
Ebix also has established product development unit in India which has been awarded Level 5 status
of the Carnegie Mellon Software Engineering Institutes Capability Maturity Model Integrated (CMMI)
and ISO 9001:2000 certification in India. Information on the geographic dispersion of the
Companys revenues, assets, and employees is provided in Note 7 to the consolidated financial
statements, included Part 1 in this Form 10-Q.
Key Performance Indicators
Management focuses on a variety of key indicators to monitor operating and financial
performance. These performance indicators include measurements of revenue growth, operating income,
operating margin, income from continuing operations, diluted earnings per share, and cash provided
by operating activities. We monitor these indicators, in conjunction with our corporate governance
practices, to ensure that business vitality is maintained and effective control is exercised.
The key performance indicators for the three months ended March 31, 2009 and 2008 were
as follows:
|
|
|
|
|
|
|
|
|
|
|
Key Performance Indicators |
|
|
|
Three Months Ended March 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(Dollars in thousands, |
|
|
|
except per share data) |
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
20,668 |
|
|
$ |
16,639 |
|
Revenue growth |
|
|
24.2 |
% |
|
|
84.5 |
% |
Operating income |
|
$ |
8,357 |
|
|
$ |
6,143 |
|
Operating margin |
|
|
36.04 |
% |
|
|
36.92 |
% |
Net Income |
|
$ |
8,335 |
|
|
$ |
5,670 |
|
Diluted earnings per share |
|
$ |
0.69 |
|
|
$ |
0.47 |
|
Cash provided by operating activities |
|
$ |
7,816 |
|
|
$ |
3.616 |
|
Results of Operations Three-Months Ended March 31, 2009 and 2008
Operating Revenue
The Companys revenues are derived from four product/service groups. Presented in the table
below is the breakout of our revenue streams for each of those product/service groups for the three
months ended March 31, 2009 and 2008.
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
|
March 31, |
|
(dollar amounts in thousands) |
|
2009 |
|
|
2008 |
|
Carrier Systems |
|
$ |
2,826 |
|
|
|
2,528 |
|
Exchanges |
|
$ |
12,033 |
|
|
|
9,443 |
|
BPO |
|
$ |
3,361 |
|
|
|
1,691 |
|
Broker Systems |
|
$ |
2,448 |
|
|
|
2,977 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
$ |
20,668 |
|
|
|
16,639 |
|
|
|
|
|
|
|
|
18
The Company derives its revenues from professional and support services, which includes
revenue generated from software development projects and associated fees for consulting,
implementation, training, and project management provided to customers with installed systems,
subscription and transaction fees related to services delivered over our exchanges or on an
application service provider (ASP) basis, fees for hosting software, fees for software license
maintenance and registration, business process outsourcing revenue, and the licensing of
proprietary and third-party software.
During the three months ended March 31, 2009 our operating revenue increased $4.0 million or
24%, to $20.7 million in the first quarter of 2009 compared to $16.6 million during the first
quarter of 2008. The increase in our first quarter 2009 revenue as compared to the first quarter
of 2008 is a the result of a $2.6 million increase in our health insurance exchange division
revenues, a $1.5 million increase in our annuity and life insurance exchange division revenues ,
and a $1.7 million increase in BPO division revenues, partially offset by a $1.5 million decrease
in our property and casualty insurance exchange revenues primarily due to the effect of fluctuation
in foreign currency exchange rates effecting reported results.
Cost of Services Provided
Costs of services provided, which includes costs associated with support, call center,
consulting, implementation and training services, increased $1.2 million or 44%, from $2.8 million
in the first quarter of 2008 to $4.1 million in the first quarter of 2009. This increase is
attributable to additional personnel and facility costs in our BPO division in the amount of $808
thousand primarily associated with our recent acquisitions of Periculum and ConfirmNet, and $602
thousand of similarly related cost increases in support of our health insurance exchange division
operations. As a percentage of revenues, our costs of services provided increased to 19.8% in the
first quarter of 2009 from 17.1% in same period of 2008.
Product Development expenses
Product development expenses increased $334 thousand or 15%, from $2.2 million during the
first quarter of 2008 to $2.5 million during the first quarter of 2009. This increase is primarily
due to costs associated with new product development activities in support of our health insurance
exchange division operations. Overall our consolidated product development expenses, as a
percentage of revenues, increased to 12.1% in the first quarter of 2009 from 13.0% in the same
period of 2008.
Sales and Marketing Expenses
Sales and marketing expenses increased $287 thousand or 34%, from $847 thousand in the first
quarter of 2008 to $1.1 million in the first quarter of 2009. This increase is primarily
attributable additional personnel and commission related costs in our BPO division in the amount of
$196 thousand, and $106 thousand of similarly related cost increases in support of our health
insurance exchange division operations. As a percentage of revenues, our sales and marketing costs
increased slightly to 5.5% in the first quarter of 2009 from 5.1% in the same period of 2008.
General and Administrative Expenses
General and administrative modestly increased by $27 thousand from $3.82 million during the
first quarter of 2008 to $3.84 million during the first quarter of 2009. $546 thousand of net
reductions in administrative personnel and consulting related expenses, were offset by a $344
thousand increase in fees for audit and legal services and $193
thousand of increases in discretionary
share-based and performance related compensation costs. Overall our consolidated general and
administrative expenses, as a percentage of revenues, decreased to 18.6% in the first quarter of
2009 from 22.9% in the same period of 2008.
Amortization and Depreciation Expenses
Amortization and depreciation expenses decreased $75 thousand or 9.2%, from $819 thousand in
the first quarter of 2008 to $744 thousand in the first quarter of 2009. This net decrease in
amortization and depreciation expenses is primarily due to the completion of the amortization of
the customer relationships intangible asset in connection with our acquisition of Heart in July
2004 which reduced amortization expense by $61 thousand, and in connection with our January 2008
acquisition of Telstra, the reclassification of a portion of the purchase price associated with the
contractual/territorial relationships existing with the property and casualty insurance carriers in
Australia to an indefinite life intangible asset which reduced amortization expense by $122
thousand; partially offsetting these amortization expense reductions is a $96 thousand increase in
amortization expense related to intangible assets associated with our April 2008 acquisition of
Periculum, August 2008 acquisition of Acclamation, and November 2008 acquisition of ConfirmNet.
19
Income Taxes
The income tax provision for the three months ended March 31, 2009 was $196 thousand which is
a $116 thousand or 37% decrease compared to the $312 thousand recognized in the same period in
2008. The Companys interim period income tax provisions are based on our estimate of the
effective income tax rates applicable to related annual twelve month period, after considering
discrete items uniquely related to the respective interim reporting period. The effective tax rate
utilized in the first quarter of 2009 was 4.7% which is slightly down from the 5.2% for the same
period in 2008 due to the change in the mix of taxable income amongst the various domestic and
foreign countries, including certain low tax rate foreign jurisdictions, in which the Company
conducts operations. Reported income tax expense for the three months ended March 31, 2009 are
also lower due to a $249 thousand reduction in the provision for unrecognized tax benefits.
Liquidity and Capital Resources
Our ability to generate significant cash flows from operating activities is one of our
fundamental financial strengths. Our principal sources of liquidity are the cash flows provided
by our operating activities, our revolving credit facility, and cash and cash equivalents on hand.
Due to the effect of temporary or timing differences resulting from
the differing treatment of items for tax and accounting purposes and
minimum alternative tax obligations in India,
future cash outlays for income taxes are expected to substantially
exceed current income
tax expense but will not adversely impact the Companys liquidity
position. We intend to utilize cash flows generated by our ongoing operating activities, in combination with
renewing our revolving credit facility and the issuance of equity securities to fund capital
expenditures and organic growth initiatives, to make acquisitions, and to retire outstanding
indebtedness.
We believe that anticipated cash flows provided by our operating activities, together with
current cash and cash equivalent balances and access to our credit facilities and the capital
markets, if required and available, will be sufficient to meet our projected cash requirements for
the next twelve months, and the foreseeable future thereafter, although any projections of future
cash needs, cash flows, and the condition of the capital markets in general, as to the availability
of debt and equity financing, are subject to substantial uncertainty. In the event additional
liquidity needs arise, we may raise funds from a combination of sources, including the potential
issuance of debt or equity securities.
Our revolving line of credit, which had a current balance of $24.9 million, will
mature in August 2009, and the first convertible note with Whitebox VSC, Ltd., which has current balance
of $5.9 million as of May 7, 2009, will mature in December
2009. We expect to renegotiate a new revolving credit facility
with a major commercial banking institution at relatively favorable market terms during the
2nd quarter. We expect that Whitebox will continue to convert principal balances on the
convertible note into shares of our common stock as the year progresses. If favorable terms can
be negotiated and if the capital market conditions are appropriate, we may seek to pre-pay any
remaining balance on the Whitebox convertible notes prior to their maturity.
Our cash and cash equivalents were $11.8 million and $9.5 million at March 31, 2009 and
December 31, 2008, respectively. Our cash and cash equivalents balance increased during the
quarter primarily as a result of the cash generated from our operating activities.
Operating Activities
During the three months ended March 31, 2009 the Company generated $7.8 million of net cash
flow from our ongoing operating activities. The primary components of the cash provided by
operations for the quarter consisted of net income of $8.4 million, net of $743 thousand of
depreciation and amortization, $(1.5) million of working capital requirements, and $243 thousand of
non-cash compensation.
For the three months ended March 31, 2008, the Company generated $3.6 million of net cash flow
from operating activities. The major sources of cash provided by operating activities for during
the first quarter of 2008 was net income of $5.7 million, net of $819 thousand of depreciation and
amortization, $(3.0) million of working capital requirements $100 thousand of non-cash
compensation.
Investing Activities
Net cash used for investing activities during the three months ended March 31, 2009 totaled
$3.8 million, of which $1.0 million was used to fulfill an earn-out payment obligation to the
former shareholders of IDS (a November 2007 business
acquisition), $3.1 million was used to fulfill
an earn-out payment obligation to the former shareholders of ConfirmNet (a November 2008 business
acquisition), and $727 thousand was used for capital expenditures pertaining to the enhancement of
our technology platforms and the purchases of operating equipment. Partially offsetting these uses
of cash resources for investment related purposes was the $1.1 million of cash provided from the
maturities of marketable securities (specifically bank certificates of deposit).
20
Net cash used for investing activities totaled $47.4 million for the three months ended March
31, 2008, of which $43.0 million was used for the January 2008 acquisition of Telstra (net of $944
thousand of cash acquired), $4.3 million was used to purchase marketable securities (principally
certificates of deposit with a major commercial banking institution), and $181 thousand was used
for capital expenditures pertaining to the enhancement of our technology platforms and the
purchases of operating equipment. The Telstra acquisition was financed with a combination of $1.6
million of available cash reserves, $16.5 million from the Companys line of credit, $20.0 million
of convertible debt, and $5.7 million from sales of the Companys common stock.
Financing Activities
During the three months ended March 31, 2009 the Company used $1.1 million for financing
activities. This financing outflow for the quarter was comprised of $507 thousand used to complete
open market repurchases of our common stock and $623 thousand was used to service existing
long-term debt and capital lease obligations.
Net cash provided by financing activities for the three months ended March 31, 2008 totaled
$4.1 million. During the first quarter of 2008 the Company borrowed $4.3 million from its
revolving line of credit for operating and working capital needs. Also during the quarter the
Company used $495 thousand to service existing long-term debt and capital lease obligations, and
received $271 thousand from the exercise of outstanding vested common stock options.
Revolving Credit Facility
The Company has maintained a $25 million revolving line of credit facility with Bank of
America Corporation that matures on August 31, 2009. The interest rate on the credit facility is
Libor plus 1.30%. At March 31, 2009 the balance on the line of credit was $24.9 million with an
effective interest rate was 1.8%, thereby leaving $100 thousand available under the facility. The
underlying loan and security agreement contains certain financial covenants related to
profitability, current assets, and debt coverage to which the Company is in compliance. There have
been no events of default.
Off-Balance Sheet Arrangements
We do not engage in off -balance sheet financing arrangements.
Contractual Obligations and Commercial Commitments
The following table summarizes our significant contractual purchase obligations and other
long-term commercial commitments as of March 31, 2009. The table excludes obligations or
commitments that are contingent based on events or factors uncertain at this time.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment Due by Period |
|
|
|
|
|
|
|
|
|
|
|
Less Than |
|
|
|
|
|
|
|
|
|
|
More than |
|
|
|
|
|
|
|
Total |
|
|
1 Year |
|
|
1 - 3 Years |
|
|
3 - 5 Years |
|
|
5 years |
|
|
|
|
|
|
|
(in thousands) |
|
|
|
|
|
|
Long-term debt |
|
|
|
|
|
$ |
51,612 |
|
|
$ |
36,612 |
|
|
$ |
15,000 |
|
|
$ |
|
|
|
$ |
|
|
Operating leases |
|
|
|
|
|
$ |
6,657 |
|
|
$ |
1,981 |
|
|
$ |
2,688 |
|
|
$ |
1,731 |
|
|
$ |
257 |
|
Capital leases |
|
|
|
|
|
$ |
469 |
|
|
$ |
170 |
|
|
$ |
228 |
|
|
$ |
71 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
$ |
58,738 |
|
|
$ |
38,763 |
|
|
$ |
17,916 |
|
|
$ |
1,802 |
|
|
$ |
257 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recent Accounting Pronouncements
For information about new accounting pronouncements and the potential impact on our
Consolidated Financial Statements, see Note 1 of the Notes to Consolidated Financial Statements in
this Form 10-Q and Note 1 of the Notes to Consolidated Financial
Statements in our 2008 Form 10-K.
21
Application of Critical Accounting Policies
The preparation of our Consolidated Financial Statements requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. We
believe the most complex and sensitive judgments, because of their significance to the Consolidated
Financial Statements, result primarily from the need to make estimates and assumptions about the
effects of matters that are inherently uncertain. The Summary of Significant Accounting Policies
sections of Note 1 to this Form 10-Q and the Consolidated Financial Statements, in our 2008
Form 10-K describe the pertinent accounting estimates and policies used in preparation of the
Consolidated Financial Statements. Actual results in these areas could differ materially from our
estimates. We have considered how the acquisitions of Telstra eBusniess Services and Acclamation
Systems, Inc. has affected our critical accounting policies and concluded that they have not had a
significant impact on our critical accounting policies. We have also expanded our discussion of our
accounting for income taxes to include our adoption of FASB Interpretation No. 48, Accounting for
Uncertainty in Income TaxesAn Interpretation of FASB Statement No. 109 (FIN 48) effective
January 1, 2007.
Revenue Recognition
The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin (SAB) 104
Revenue Recognition and therefore we consider revenue earned and realizable when (a) persuasive
evidence of the sales arrangement exists, provided that the arrangement fee is fixed or
determinable, (b) delivery or performance has occurred, (c) customer acceptance has been received,
if contractually required, and, (d) collectability of the arrangement fee is probable. The Company
typically uses signed contractual agreements as persuasive evidence of a sales arrangement. Sales
and value-added taxes are not included in revenues, but rather are recorded as a liability until
the taxes assessed are remitted to the respective taxing authorities.
We apply the provisions of Statement of Position 97-2, Software Revenue Recognition (SOP
97-2), as amended by SOP 98-9, Modification of SOP 97-2, Software Revenue Recognition, With
Respect to Certain Transactions to all transactions involving the license of software where the
software deliverables are considered more than inconsequential to the other elements in the
arrangement. For contracts that contain multiple deliverables, we analyze the revenue arrangements
in accordance with Emerging Issues Task Force Issue No. 00-21, Revenue Arrangements with Multiple
Deliverables (EITF 00-21), individual contractual deliverables are accounted for separately if
(a) the delivered items has value to the customer on a stand-alone basis;(b) there is
vendor-specific objective and reliable evidence (VSOE) of the fair value of the undelivered
items; and, (c) if the arrangement includes a general right of return relative to the delivered
items, the delivery or performance of the undelivered items is probable and substantially in our
control. Software development arrangements involving significant customization, modification or
production are accounted for in accordance with Statement of Position 81-1, Accounting for
Performance on Construction-Type and Certain Production-Type Contracts, (SOP 81-1) using the
percentage-of-completion method. The Company recognizes revenue using periodic reported actual
hours worked as a percentage of total expected hours required to complete the project arrangement
and applies the percentage to the total arrangement fee.
The Company begins to recognize revenue from license fees for its application software
products upon delivery and the customers acceptance of the software implementation and
customizations if applicable. Revenue from third party software is derived from the licensing of
third party software products in connection with sales of the Companys software licenses and is
recognized upon delivery together with the Companys licensed software products. Training, data
conversion, installation, and consulting services fees are recognized as revenue when the services
are performed. Revenue for maintenance and support services is recognized ratably over the term of
the support agreement. Revenues derived from initial setup or registration fees are recognized
ratably over the term of the agreement in accordance with SAB 104. ASP transaction services fee
revenue is recognized as the transactions occur and generally billed in arrears. Service fees for
hosting arrangements are recognized over the requisite service period.
Deferred revenue includes maintenance and support payments or billings that have been received
or recorded prior to performance and, in certain cases, cash collections; initial setup or
registration fees under hosting agreements; software license fees received in advance of delivery,
acceptance, and/or completion of the earnings process; and amounts received under multi-element
arrangements in which the VSOE for the undelivered elements does not exist. In these instances
revenue is recognized when the VSOE for the undelivered elements is established or when all
contractual elements have been completed and delivered.
22
Allowance for Doubtful Accounts Receivable
Management specifically analyzes accounts receivable and historical bad debts, write-offs,
customer concentrations, customer credit-worthiness, current economic trends and changes in our
customer payment terms when evaluating the adequacy of the allowance for doubtful accounts.
Valuation of Goodwill
The Company applies the provisions of Financial Accounting Statement No. 142 Goodwill and
Other Intangible Assets (SFAS 142) which addresses how goodwill and other acquired intangible
assets should be accounted for in financial statements. In this regard we test these intangible
assets for impairment annually or more frequently if indicators of potential impairment are
present. These events or circumstances would include a significant change in the business climate,
legal factors, operating performance indicators, competition, sale or disposition of a significant
portion of the business or other factors. The testing involves comparing the reporting unit and
asset carrying values to their respective fair values; we determine fair value by using the present
value of future estimated net cash flows.
In analyzing goodwill for potential impairment, we use projections of future discounted cash
flows to determine each reporting units fair value. These projections of cash flows are based on
our views of growth rates, anticipated future economic conditions and the appropriate discount
rates relative to risk and estimates of residual values. We believe that our estimates are
consistent with assumptions that marketplace participants would use in their estimates of fair
value. Our estimates of fair value for each reporting unit are corroborated by market multiple
comparables. The use of different estimates or assumptions within our projected discounted cash
flows (e.g., growth rates, future economic conditions, discount rates and estimates of terminal
values) when determining the fair value of our reporting units could result in different values and
may result in a goodwill impairment charge. During the twelve months ended December 31, 2008, 2007
and 2006, we had no impairment of our reporting unit goodwill balances. For additional information
about goodwill. See Note 1 of the Condensed Notes to
Consolidated Financial Statements in this Form 10-Q and
Note 1 to Consolidated Financial Statements for the year ended
December 31, 2008 in our 2008 annual report on Form 10-K.
Income Taxes
We account for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes
(SFAS 109). As part of the process of preparing our Consolidated Financial Statements, we estimate
our income taxes in each of the jurisdictions in which we operate. This process involves us
estimating our current tax exposure together with assessing temporary differences resulting from
differing treatment of items for tax and accounting purposes. These differences result in deferred
tax assets and liabilities, which are included in our Consolidated Balance Sheets. We then assess
the likelihood that our net deferred tax assets will be recovered from future taxable income in the
years in which those temporary differences are expected to be recovered or settled, and, to the
extent we believe that recovery is not likely, we must establish a valuation allowance. The Company
has not provided deferred U.S. taxes on its unremitted foreign earnings because it considers them
to be permanently re-invested.
We currently maintain a full valuation allowance against the deferred tax asset associated
with the Companys accumulated domestic net operating loss carryforwards because management
believes it is more likely than not that this deferred tax asset may not be realizable due to
uncertainties as to the generation of future taxable income in the United States and the lack of
available tax-planning strategies.
Effective January of 2007 the Company adopted the Financial Accounting Interpretation No. 48,
Accounting for Uncertainty in Income Taxes (FIN 48). FIN 48 clarifies the accounting for
uncertainty in income taxes by prescribing the minimum recognition threshold a tax position is
required to meet before being recognized in the financial statements.
Foreign Currency Translation
Our reporting currency is the U.S. dollar. The functional currency of the Companys foreign
subsidiaries is the local currency of the country in which the subsidiary operates. The assets and
liabilities of foreign subsidiaries are translated into U.S. Dollars at the rates of exchange at
the balance sheet dates. Income and expense accounts are translated at the average exchange rates
in effect during the period. Gains and losses resulting from translation adjustments are included
as a component of other comprehensive income in the accompanying consolidated financial statements.
Foreign exchange transaction gains and losses that are derived from transactions denominated in
other than the subsidiarys functional currency is included in the determination of net income.
23
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is subject to certain market risks, including foreign currency exchange rates and
interest rates. The Companys exposure to foreign currency exchange rates risk is related our
foreign-based operations where transactions are denominated in foreign currencies and are subject
to market risk with respect to fluctuations in the relative value of those currencies. Most of the
Companys operations are based in the U.S. and, accordingly, the majority of our transactions are
denominated in U.S. dollars, however, the Company has operations in Australia, New Zealand,
Singapore, and India, and we conduct transactions in the local currencies of each location. There
can be no assurance that fluctuations in the value of foreign currencies will not have a material
adverse effect on the Companys business, operating results, revenues or financial condition.
During the three months ended March 31, 2009 and 2008 the net change in the cumulative foreign
currency translation account, which is a component of stockholders equity, was an unrealized
gain(loss) of $(1.2) million and $1.9 million respectively. The Company considered the historical
trends in currency exchange rate and determined that it was reasonably possible that adverse
changes in our respective foreign currency exchange rates of 20% could be experienced in the near
term. Such an adverse change in currency exchange rates would have resulted in reduction to pre-tax
income of approximately $650 thousand and $445 thousand for the three months ended March 31, 2009
and 2008, respectively.
The Companys exposure to interest rate risk relates to its interest expense on outstanding
debt obligations and to its interest income on existing cash balances. As of March 31, 2009 the
Company had $51.7 million of outstanding debt obligations which consisted of a $25.0 million
balance on our revolving line of credit, the $11.5 million and $15.0 million remaining balances on
our convertible promissory notes with Whitebox VSC, Ltd., and a $150 thousand balance on the note
payable to AON in connection with the 2008 acquisition of Confirmnet. The interest rate on Whitebox
convertible notes is fixed at 2.5% and the Confirmnet note is non-interest bearing, therefore these
instruments present no risk as to exposures to financial market fluctuations. The Companys
revolving line of credit bears interest at the rate of LIBOR + 1.3%, and interest rate stood at
1.8% at March 31, 2008. The Company is exposed to market risk in relation to this line of credit in
regards to the potential increase to interest expense arising from adverse changes in interest
rates. This interest rate risk is estimated as the potential decrease in earnings resulting from a
hypothetical 30% increase in the LIBOR rate. Such an adverse change in the LIBOR rate would have
resulted in a reduction to pre-tax income of approximately $9 thousand and $60 thousand for the
three ending March 31, 2009 and 2008 respectively. The Companys average cash balances during the
first quarter of 2009 was $10.7 million and its existing cash balances as of March 31, 2009 was
$11.8 million. The Company is exposed to market risk in relation to these cash balances in regards
to the potential loss of interest income arising from adverse changes in interest rates. This
interest rate risk is estimated as the potential decrease in earnings resulting from a hypothetical
20% decrease in interest rates earned on deposited funds. Such an adverse change in these interest
rates would have resulted in a reduction to pre-tax income of approximately $11 thousand and $13
thousand for the three ending March 31, 2009 and 2008 respectively.
The Company does not currently use any derivative financial instruments.
Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. As required by Rule 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, an evaluation was carried out under the
supervision and with the participation of our management, including the Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures as of March 31, 2009. Based upon this evaluation, our Chief Executive
Officer and Chief Financial Officer have concluded that, as of March 31, 2009, our disclosure
controls and procedures were effective to provide reasonable assurance that information required to
be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is
accurately and properly recorded, processed, summarized and reported within the time periods
specified in the applicable rules and forms and that it is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to
allow timely decisions regarding required disclosure.
Internal Control over Financial Reporting. There were no changes in our internal control over
financial reporting during the fiscal quarter ended March 31, 2009, that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.
24
Part II OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The Company is involved in various claims and legal actions arising in the ordinary course of
business. In the opinion of management, the ultimate disposition of these matters will not have a
material adverse effect on the Companys consolidated financial position, results of operations or
liquidity.
Item 1A. RISK FACTORS
We believe there have been no material changes from the risk factors previously disclosed in
our Annual Report on Form 10-K for the year ended December 31, 2008. You should carefully
consider, in addition to the other information set forth in this report, the risk factors discussed
in our Annual Report, which could materially affect our business, financial condition, or future
results. Such risk factors are expressly incorporated herein by reference. The risks described in
our Annual Report are not the only risks facing our Company. In addition to risks and uncertainties
inherent in forward looking statements contained in this Report on Form 10-Q, additional risks and
uncertainties not currently known to us or that we currently deem to be immaterial also may
materially adversely affect our business, financial condition, and/or operating results.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
25
Item 5. OTHER INFORMATION
On April 16, 2008, the Company entered into a Stock Purchase Agreement with Brit Insurance
Holdings PLC (Brit) for the repurchase of 1,200,000 shares of the companys common stock held by
Brit, and consummated the transaction on April 17, 2008. The price was $20.00 per share, for an
aggregate purchase price of $24.0 million. As of May 4, 2009, Brit holds 339,789 shares of our
common stock, representing approximately 3.3% of our outstanding stock.
The following table contains information with respect to purchases of our common stock made by
or on behalf of Ebix during the three months ended March 31, 2009, as part of our
publicly-announced plan:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum Number (or |
|
|
|
Total Number of Shares |
|
|
|
|
|
|
Approximate Dollar Value) of |
|
|
|
Purchased as Part of |
|
|
|
|
|
|
Shares that May Yet Be |
|
|
|
Publicly-Announced |
|
|
Average Price Paid |
|
|
Purchased Under the Plans or |
|
Period |
|
Plans or Programs |
|
|
Per Share (1) |
|
|
Programs (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2008 |
|
|
70,245 |
|
|
$ |
20.43 |
|
|
$ |
3,565,000 |
|
January 1, 2009 to January 31, 2009 |
|
|
26,874 |
|
|
$ |
18.82 |
|
|
$ |
3,059,000 |
|
February 1, 2009 to February 28, 2009 |
|
|
|
|
|
$ |
|
|
|
$ |
3,059,000 |
|
March 1, 2009 to March 31, 2009 |
|
|
|
|
|
$ |
|
|
|
$ |
3,059,000 |
|
Total |
|
|
97,119 |
|
|
$ |
19.99 |
|
|
$ |
3,059,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Average price paid per share for shares purchased as part of our publicly-announced plan (includes brokerage commissions). |
|
(2) |
|
On March 21, 2008, the Companys board of directors ratified, and we publicly announced, an increase in the Companys
ability to repurchase shares of our outstanding common stock from an amount of $1.0 million to $5.0 million in shares.
The opening balance stated here reflects the previous repurchase of 70,245 shares. |
Item 6. EXHIBITS
The exhibits filed herewith or incorporated by reference herein are listed in the Exhibit Index
attached hereto.
26
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
Ebix, Inc.
|
|
Date: May 8, 2009 |
By: |
/s/ Robin Raina
|
|
|
|
Robin Raina |
|
|
|
Chief Executive Officer
(Principal Executive Officer) |
|
|
|
|
|
|
Date: May 8, 2009 |
By: |
/s/ Robert F. Kerris
|
|
|
|
Robert F. Kerris |
|
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer) |
|
27
EXHIBIT INDEX
|
|
|
|
|
EXHIBIT |
|
|
NO. |
|
DESCRIPTION |
|
|
|
|
|
|
2.1 |
|
|
Share Sale Agreement by and among Ebix, Inc., Ebix Australia (vic) Pty Ltd, and Telstra Services Solutions Holdings Limited dated December 22, 2007 (incorporated by reference to Exhibit 2.1 to
the Companys Current Report on Form 8-K filed on March 18, 2008 and incorporated herein by
reference).
|
|
|
|
|
|
|
2.2 |
|
|
Stock Purchase Agreement by and amongst Ebix, Acclamation Systems, Inc., and Joseph Ott, as
Seller dated July 31, 2008 (incorporated by reference to Exhibit 2.1 to the Companys Current
Report on Form 8-K filed August 5, 2008 and incorporated herein by reference). |
|
|
|
|
|
|
2.3 |
|
|
Agreement and Plan of Merger by and among Ebix, Inc., ConfirmNet Corporation, Ebix Software India
Private Limited, ConfirmNet Acquisition Sub, Inc and Craig A. Irving, as shareholders
Representation dated November 1, 2008 (incorporated by reference to Exhibit 2.1 to the Companys
Current Report on Form 8-K filed November 11, 2008 and incorporated herein by reference). |
|
|
|
|
|
|
3.1 |
|
|
Certificates of Incorporation of the Company, as amended (including Certificates of Designations)
(incorporated by reference to Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q for the
period ended March 31, 2005 and incorporated herein by reference). |
|
|
|
|
|
|
3.2 |
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|
Bylaws of the Company (filed as Exhibit 3.2 to the Companys Annual Report on Form 10-K for the
fiscal year ended December 31, 2000 and incorporated herein by reference). |
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10.29 |
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Share Purchase Agreement made and entered into as of April 2, 2008 by and among Ebix, Inc and
Rennes Foundation (incorporated by reference to Exhibit 10.29 to the Companys Current Report on
Form 8-K filed on April 14, 2008 and incorporated herein by reference). |
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10.30 |
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Share Purchase Agreement made and entered into as of April 7, 2008 by and among Ebix, Inc and
Ashford Capital Management, Inc. (incorporated by reference to Exhibit 10.30 to the Companys
Current Report on Form 8-K filed on April 14, 2008 and incorporated herein by reference). |
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10.31 |
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Stock Re-Purchase Agreement made and entered into as of April 16, 2008 by and among Ebix, Inc and
Brit Insurance, Holdings, Inc. (incorporated by reference to Exhibit 10.31 to the Companys
Current Report on Form 8-K filed April 17, 2008 and incorporated herein by reference). |
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31.1 |
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Certification of Chief Executive Officer Pursuant to 13a-14(a) (Section 302 of the Sarbanes-Oxley
Act of 2002). |
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31.2 |
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Certification of Chief Financial Officer Pursuant to 13a-14(a) (Section 302 of the Sarbanes-Oxley
Act of 2002). |
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32.1 |
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Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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32.2 |
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Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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