Notes to Condensed Consolidated Financial Statements
Note 1: Description of Business and Summary of Significant Accounting Policies
Description of Business—
Ebix, Inc. and subsidiaries (“Ebix” or the “Company”) is an international supplier of on-demand software and e-commerce solutions to the insurance, healthcare and financial industries, as well as e-governance solutions to governmental agencies in the health and education sectors. Ebix provides various application software products for the insurance industry including data exchanges, carrier systems, broker systems, and agency systems, and custom software development for business entities across the insurance industry. The Company's products feature fully customizable and scalable on-demand software applications designed to streamline the way insurance professionals manage distribution, marketing, sales, customer service, and accounting activities. The Company has its headquarters in Johns Creek, Georgia and also conducts operating activities in Australia, Canada, India, Dubai, New Zealand, Singapore, United Kingdom and Brazil. International revenue accounted for
36.9%
and
28.2%
of the Company’s total revenue for the
six months
ended
June 30, 2017
and
2016
, respectively.
The Company’s revenues are derived from
four
product/service channels. Presented in the table below is the breakout of our revenue streams for each of those product/service channels for the
three and six
months ended
June 30, 2017
and
2016
.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
Six Months Ended
|
|
|
June 30,
|
June 30,
|
(dollar amounts in thousands)
|
|
2017
|
|
2016
|
2017
|
|
2016
|
Exchanges
|
|
$
|
60,373
|
|
|
$
|
49,322
|
|
$
|
112,987
|
|
|
$
|
99,408
|
|
Broker Systems
|
|
3,595
|
|
|
3,885
|
|
7,383
|
|
|
7,097
|
|
Risk Compliance Solutions (“RCS”)
|
|
22,663
|
|
|
18,662
|
|
44,515
|
|
|
35,413
|
|
Carrier Systems
|
|
756
|
|
|
705
|
|
1,605
|
|
|
1,722
|
|
Totals
|
|
$
|
87,387
|
|
|
$
|
72,574
|
|
$
|
166,490
|
|
|
$
|
143,640
|
|
Summary of Significant Accounting Policies
Basis of Presentation—
The accompanying unaudited condensed consolidated financial statements and these notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and in accordance with U.S. Generally Accepted Accounting Principles ("GAAP") with the effect of inter-company balances and transactions eliminated. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP and SEC rules have been condensed or omitted as permitted by and pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. These unaudited condensed consolidated financial statements contain adjustments (consisting only of normal recurring items) necessary to fairly present the consolidated financial position of the Company and its consolidated results of operations and cash flows. Operating results for the three and
six months
ended
June 30, 2017
and
2016
are not necessarily indicative of the results that may be expected for future quarters or the full year of 2017. The condensed consolidated
December 31, 2016
balance sheet included in this interim period filing has been derived from the audited financial statements at that date but does not necessarily include all of the information and related notes required by GAAP for complete financial statements. These condensed interim financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2016
.
Reclassification-
As part of the Wdev Solucoes em Technologia SA ("Wdev") acquisition
$2.9 million
of the upfront cash consideration is being held in an escrow account for the
thirty-eight
month period following the effective date of the acquisition to ensure that the acquired business achieves the minimum specified annual net revenue threshold, which if not achieved will result in said funds being returned to Ebix. This amount which was previously reported in "Restricted Cash" on our December 31, 2016 condensed consolidated balance sheets, is now being reported in "Other Assets" line in the long term asset section of the condensed consolidated balance sheets.
Advertising
—With the exception of certain direct-response costs, advertising costs are expensed as incurred. Advertising costs amounted to
$3.1 million
and
$3.4 million
in the first
six months
of
2017
and
2016
, respectively, and are included in sales and marketing expenses in the accompanying Condensed Consolidated Statements of Income. During the first
six months
of
2017
and 2016 reported sales and marketing expenses included
$2.0 million
and
$2.0 million
, respectively, of amortization of certain
direct-response advertising costs associated with our medical education services, which have been capitalized in accordance with Accounting Standards Codification ("ASC") Topic 340. These costs are being amortized to advertising expense over periods ranging from
twelve
to
twenty-four
months based on the type of product the customer purchased. Deferred advertising costs amounted to
$2.3 million
and
$2.8 million
at
June 30, 2017
and
December 31, 2016
, respectively, and are included in other current assets and other assets on the consolidated balance sheet.
Fair Value of Financial Instrument—
The Company follows the relevant GAAP guidance concerning fair value measurements which provides a consistent framework to define, measure, and disclose the fair value of assets and liabilities in financial statements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction. This guidance establishes a three-level hierarchy priority for disclosure of assets and liabilities recorded at fair value. The ordering of priority reflects the degree to which objective data from external active markets are available to measure fair value. The classification of assets and liabilities within the hierarchy is based on whether the inputs to the valuation methodology used for measurement are observable or unobservable. The classifications are as follows:
|
|
•
|
Level 1 Inputs
- Unadjusted quoted prices available in active markets for identical investments to the reporting entity at the measurement date.
|
|
|
•
|
Level 2 Inputs
- Other than quoted prices included in Level 1 inputs, that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
|
|
|
•
|
Level 3 Inputs
- Unobservable inputs, which are used to the extent that observable inputs are not available, and used in situations where there is little or no market activity for the asset or liability and wherein the reporting entity makes estimates and assumptions related to the pricing of the asset or liability including assumptions regarding risk.
|
A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
As of
June 30, 2017
the Company had the following financial instruments to which it had to consider fair values and had to make fair value assessments:
|
|
•
|
Short-term investments for which the fair values are measured as a Level 1 instrument.
|
|
|
•
|
Contingent accrued earn-out business acquisition consideration liabilities for which fair values are measured as Level 3 instruments. These contingent consideration liabilities were recorded at fair value on the acquisition date and are remeasured quarterly based on the then assessed fair value and adjusted if necessary. The increases or decreases in the fair value of contingent consideration payable can result from changes in anticipated revenue levels and changes in assumed discount periods and rates. As the fair value measure is based on significant inputs that are not observable in the market, they are categorized as Level 3.
|
Other financial instruments not measured at fair value on the Company's unaudited condensed consolidated balance sheet at
June 30, 2017
but which require disclosure of their fair values include: cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, accrued payroll and related benefits, capital lease obligations, and the revolving line of credit and term loan debt under the syndicated credit agreement facility with Regions Financial Corporation. The Company believes that the estimated fair value of such instruments at
June 30, 2017
and
December 31, 2016
approximates their carrying value as reported on the unaudited Condensed Consolidated Balance Sheet.
Additional information regarding the Company's assets and liabilities that are measured at fair value on a recurring basis is presented in the following tables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Values at Reporting Date Using*
|
Descriptions
|
|
Balance, June 30, 2017
|
Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)
|
Significant Other Observable Inputs (Level 2)
|
Significant Unobservable Inputs (Level 3)
|
|
|
(In thousands)
|
Assets
|
|
|
|
|
|
Available-for-sale securities:
|
|
|
|
|
|
Commercial bank certificates of deposits ($1.1 million
is
recorded in the long
term asset section of the consolidated
balance sheets in "Other Assets")
|
|
$
|
13,949
|
|
$
|
13,949
|
|
$
|
—
|
|
$
|
—
|
|
Total assets measured at fair value
|
|
$
|
13,949
|
|
$
|
13,949
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
Derivatives:
|
|
|
|
|
|
Contingent accrued earn-out acquisition consideration (a)
|
|
$
|
39,460
|
|
$
|
—
|
|
$
|
—
|
|
$
|
39,460
|
|
Total liabilities measured at fair value
|
|
$
|
39,460
|
|
$
|
—
|
|
$
|
—
|
|
$
|
39,460
|
|
|
|
|
|
|
|
(a) The income valuation approach is applied and the valuation inputs include the contingent payment arrangement terms, projected cash flows, rate of return, and probability assessments.
|
* During the six months ended June 30, 2017 there were no transfers between fair value Levels 1, 2 or 3.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Values at Reporting Date Using*
|
Descriptions
|
|
Balance, December 31, 2016
|
Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)
|
Significant Other Observable Inputs (Level 2)
|
Significant Unobservable Inputs (Level 3)
|
|
|
(In thousands)
|
Assets
|
|
|
|
|
|
Available-for-sale securities:
|
|
|
|
|
|
Commercial bank certificates of deposits ($925 thousand is recorded in the long
term asset section of the consolidated
balance sheets in "Other Assets")
|
|
$
|
4,030
|
|
4,030
|
|
$
|
—
|
|
$
|
—
|
|
Total assets measured at fair value
|
|
$
|
4,030
|
|
$
|
4,030
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
Derivatives:
|
|
|
|
|
|
Contingent accrued earn-out acquisition consideration (a)
|
|
$
|
8,510
|
|
$
|
—
|
|
$
|
—
|
|
$
|
8,510
|
|
Total liabilities measured at fair value
|
|
$
|
8,510
|
|
$
|
—
|
|
$
|
—
|
|
$
|
8,510
|
|
|
|
|
|
|
|
(a) The income valuation approach is applied and the valuation inputs include the contingent payment arrangement terms, projected cash flows, rate of return, and probability assessments.
|
* During the twelve months ended December 31, 2016 there were no transfers between fair value Levels 1, 2 or 3.
|
For the Company's assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3), the following table provides a reconciliation of the beginning and ending balances for each category therein, and gains or losses recognized during the
six months
ended
June 30, 2017
and during the year ended
December 31, 2016
:
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
|
Contingent Liability for Accrued Earn-out Acquisition Consideration
|
|
June 30, 2017
|
|
December 31, 2016
|
|
|
(in thousands)
|
|
|
|
|
|
Beginning balance
|
|
$
|
8,510
|
|
|
$
|
4,277
|
|
|
|
|
|
|
Total remeasurement adjustments:
|
|
|
|
|
Gains included in earnings **
|
|
—
|
|
|
(1,344
|
)
|
Increases (Reductions) recorded against goodwill
|
|
(3,096
|
)
|
|
(664
|
)
|
Foreign currency translation adjustments ***
|
|
(66
|
)
|
|
(208
|
)
|
|
|
|
|
|
Acquisitions and settlements
|
|
|
|
|
Business acquisitions
|
|
34,112
|
|
|
6,449
|
|
Settlement payments
|
|
—
|
|
|
—
|
|
|
|
|
|
|
Ending balance
|
|
$
|
39,460
|
|
|
$
|
8,510
|
|
|
|
|
|
|
The amount of total (gains) losses for the period included in earnings or changes to net assets, attributable to changes in unrealized gains relating to assets or liabilities still held at period-end. Vertex earnout period expired in the third quarter of 2016 and gain was realized.
|
|
$
|
—
|
|
|
$
|
(624
|
)
|
|
|
|
|
|
** recorded as a reduction to reported general and administrative expenses
|
|
|
*** recorded as a component of other comprehensive income within stockholders' equity
|
|
|
Quantitative Information about Level 3 Fair Value Measurements
The significant unobservable inputs used in the fair value measurement of the Company's contingent consideration liabilities designated as Level 3 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
Fair Value at June 30, 2017
|
|
Valuation Technique
|
|
Significant Unobservable
Input
|
Contingent acquisition consideration:
(Qatarlyst, Wdev, and ItzCash acquisition)
|
|
$39,460
|
|
Discounted cash flow
|
|
Projected revenue and probability of achievement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
Fair Value at December 31, 2016
|
|
Valuation Technique
|
|
Significant Unobservable
Input
|
Contingent acquisition consideration:
(Qatarlyst and Wdev acquisitions)
|
|
$8,510
|
|
Discounted cash flow
|
|
Projected revenue and probability of achievement
|
Sensitivity to Changes in Significant Unobservable Inputs
As presented in the table above, the significant unobservable inputs used in the fair value measurement of contingent consideration related to business acquisitions are projected revenue forecasts as developed by the relevant members of Company's management team and the probability of achievement of those revenue forecasts. Significant increases (decreases) in these unobservable inputs in isolation would result in a significantly higher (lower) fair value measurement. The Company applies these terms in its calculation and determination of the fair value of contingent earn out liabilities for purchased businesses as part of the related valuation and purchase price allocation exercise for the corresponding acquired assets and liabilities. During 2017 and 2016, certain of the Company's contingent earn out liabilities were adjusted because of changes to anticipated future revenues from these acquired businesses, or as a result of finalizing purchase price allocations that were previously provisional.
Revenue Recognition—
The Company derives its revenues primarily from subscription and transaction fees pertaining to services delivered over our exchanges or from our application service provider ("ASP") platforms, fees for risk compliance solution services, and fees for software development projects including associated fees for consulting, implementation, training, and project management provided to customers with installed systems and applications. 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.
In accordance with Financial Accounting Standard Board (“FASB”) and SEC accounting guidance on revenue recognition, 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 or is assured, 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. We apply the provisions of the relevant generally accepted accounting principles related 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 the relevant technical accounting guidance, 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. These types of arrangements include deliverables pertaining to software licenses, system set-up, and professional services associated with product customization or modification. Delivery of the various contractual elements typically occurs over periods of less than
eighteen months
. These arrangements generally do not have refund provisions or have very limited refund terms.
Software development arrangements involving significant customization, modification or production are accounted for in accordance with the appropriate technical accounting guidance issued by FASB 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.
Accounts Receivable and the Allowance for Doubtful Accounts Receivable—
Reported accounts receivable include
$61.6 million
of trade receivables stated at invoice billed amounts and
$21.7 million
of unbilled receivables, net of the estimated allowance for doubtful accounts receivable in the amount of
$3.4 million
. The unbilled receivables pertain to certain projects for which the timing of billing is tied to contractual milestones. The Company adheres to such contractually stated performance milestones and accordingly issues invoices to customers as per contract billing schedules. Approximately
$5.3 million
of deferred revenue is included in billed accounts receivable at
June 30, 2017
. The Company recognized and recorded bad debt expense in the amount of
$316 thousand
and
$723 thousand
for the three and six-month periods ended
June 30, 2017
and
$698 thousand
and
$457 thousand
for the three and six-month periods ended
June 30, 2016
, respectively. Accounts receivable are written off against the allowance account when the Company has exhausted all reasonable collection efforts. During the
six
months ended
June 30, 2017
,
$313 thousand
of accounts receivable, which had been specifically reserved for in prior periods, were written off.
Goodwill and Other Indefinite-Lived Intangible Assets—
Goodwill represents the cost in excess of the fair value of the net assets of acquired businesses. Indefinite-lived intangible assets represent the fair value of certain acquired contractual customer
relationships for which future cash flows are expected to continue indefinitely. In accordance with the relevant FASB accounting guidance, goodwill and indefinite-lived intangible assets are not amortized but are tested 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 likely have reduced the fair value of a reporting unit below its carrying value. Potential impairment indicators include a significant change in the business climate, legal factors, operating performance indicators, competition, and the sale or disposition of a significant portion of the business. The impairment evaluation process involves an assessment of certain qualitative factors to determine whether the existence of events or circumstances would indicate that it is more likely than not that the fair value of any of our reporting units was less than its carrying amount. If after assessing the totality of events or circumstances, we were to determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company would not perform the two-step quantitative impairment testing described further below.
The aforementioned two-step quantitative testing process involves comparing the reporting unit carrying values to their respective fair values; we determine fair value of our reporting units by applying the discounted cash flow method using the present value of future estimated net cash flows. If the fair value of a reporting unit exceeds its carrying value, then no further testing is required. However, if a reporting unit's 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 unit's goodwill exceeded its implied value. Projections of cash flows are based on our views of growth rates, operating costs, 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. The use of different estimates or assumptions for 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. In 2016 the goodwill residing in the Broker Systems reporting unit and the Carrier Systems reporting unit, were evaluated for impairment based on an assessment of certain qualitative factors, and were determined not to have been impaired. In 2016 the goodwill residing in the Exchange reporting unit and the RCS reporting unit were evaluated for impairment using step-one of the quantitative testing process described above. The fair value of both of these reporting units were found to be greater than their carrying value, and thusly there was no need to proceed to step-two, as there was no impairment indicated. In specific regards to the RCS reporting unit, its assessed fair value was
$130.0 million
which was
$36.8 million
or
39%
in excess of its
$93.2 million
carrying value. Key assumptions used in the fair value determination were annual revenue growth of
5%
to
15%
and discount rate of
15%
. As of September 30, 2016 there was
$68.3 million
of goodwill assigned to the RCS reporting unit. A significant reduction in future revenues for the RCS reporting unit would negatively affect the fair value determination for this unit and may result in an impairment to goodwill and a corresponding charge against earnings. We perform our annual goodwill impairment evaluation and testing as of September 30th of each year. This evaluation is done during the fourth quarter each year. During the year ended
December 31, 2016
we had no impairment of our reporting unit goodwill balances.
Changes in the carrying amount of goodwill for the
six months
ended
June 30, 2017
and the year ended
December 31, 2016
are reflected in the following table.
|
|
|
|
|
|
|
|
|
|
June 30, 2017
|
|
December 31, 2016
|
|
(In thousands)
|
Beginning Balance
|
$
|
441,404
|
|
|
$
|
402,259
|
|
Additions (see Note 3)
|
117,336
|
|
|
35,787
|
|
Purchase accounting adjustments
|
(1,632
|
)
|
|
4,298
|
|
Foreign currency translation adjustments
|
394
|
|
|
(940
|
)
|
Ending Balance
|
$
|
557,502
|
|
|
$
|
441,404
|
|
Capitalized Software Development Costs
—In accordance with the relevant FASB accounting guidance regarding the development of software to be sold, leased, or marketed, the Company expenses such costs as they are incurred until technological feasibility has been established, at and after which time those costs are capitalized until the product is available for general release to customers. Costs incurred to enhance our software products, after general market release of the services using the products, are expensed in the period they are incurred.
Finite-lived Intangible Assets—
Purchased intangible assets represent the estimated acquisition date fair value of customer relationships, developed technology, trademarks and non-compete agreements obtained in connection with the businesses we acquire. We amortize these intangible assets on a straight-line basis over their estimated useful lives, as follows:
|
|
|
|
Category
|
|
Life (yrs)
|
Customer relationships
|
|
7–20
|
Developed technology
|
|
3–12
|
Trademarks
|
|
3–15
|
Non-compete agreements
|
|
5
|
Backlog
|
|
1.2
|
Database
|
|
10
|
The carrying value of finite-lived and indefinite-lived intangible assets at
June 30, 2017
and
December 31, 2016
are as follows:
|
|
|
|
|
|
|
|
|
|
June 30,
2017
|
|
December 31,
2016
|
|
(In thousands)
|
Finite-lived intangible assets:
|
|
|
|
Customer relationships
|
$
|
77,359
|
|
|
$
|
71,338
|
|
Developed technology
|
21,548
|
|
|
16,011
|
|
Trademarks
|
2,684
|
|
|
2,666
|
|
Non-compete agreements
|
764
|
|
|
764
|
|
Backlog
|
140
|
|
|
140
|
|
Database
|
212
|
|
|
212
|
|
Total intangibles
|
102,707
|
|
|
91,131
|
|
Accumulated amortization
|
(53,631
|
)
|
|
(49,795
|
)
|
Finite-lived intangibles, net
|
$
|
49,076
|
|
|
$
|
41,336
|
|
|
|
|
|
Indefinite-lived intangibles:
|
|
|
|
Customer/territorial relationships
|
$
|
30,887
|
|
|
$
|
30,887
|
|
Amortization expense recognized in connection with acquired intangible assets was
$1.8 million
and
$3.6 million
for the three and six months ended
June 30, 2017
, respectively, and
$1.7 million
and
$3.4 million
for the three and
six
months ended
June 30, 2016
, respectively.
Foreign Currency Translation—
The functional currency for the Company's foreign subsidiaries in India, Dubai, and Singapore is the U.S. dollar because the intellectual property research and development activities provided by its Dubai and Singapore subsidiaries, and the product development and information technology enabled services activities for the insurance industry provided by its India subsidiary, both in support of Ebix's operating divisions across the world, are transacted in U.S. dollars.
The functional currency of the Company's other foreign subsidiaries is the local currency of the country in which the subsidiary operates. The assets and liabilities of these 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 accumulated other comprehensive income in the accompanying consolidated balance sheets, and are included in the condensed consolidated statements of comprehensive income. Foreign exchange transaction gains and losses that are derived from transactions denominated in a currency other than the subsidiary's functional currency are included in the determination of net income.
Income Taxes—
Deferred income taxes are recorded to reflect the estimated future tax effects of differences between the financial statement and tax basis of assets, liabilities, operating losses, and tax credit carry forwards using the tax rates expected to be in effect when the temporary differences reverse. Valuation allowances, if any, are recorded to reduce deferred tax assets to the amount management considers more likely than not to be realized. Such valuation allowances are 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.
The Company also applies the relevant FASB accounting guidance on accounting for uncertainty in income taxes positions. This guidance 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. In this regard we recognize the tax benefit from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.
The Company has applied the provisions under FASB update No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry Forward, A Similar Tax Loss, or a Tax Credit Carry Forward Exists. Under these provisions, an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carry forward, a similar tax loss, or a tax credit carry forward in most cases. This provision has been applied beginning in 2014 resulting in
$341 thousand
of unrecognized tax benefits that have been applied against both the NOL carry forward amounts as of
June 30, 2017
and December 31, 2016.
Recent Relevant Accounting Pronouncements—
The following is a brief discussion of recently released accounting pronouncements that are pertinent to the Company's business:
In January 2017 the FASB issued Accounting Standards Update ("ASU") 2017-04,
Intangibles—Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment".
To simplify the subsequent measurement of goodwill, the FASB eliminated Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities). Instead, under the amendments in this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. A public business entity filer should adopt the amendments in this ASU for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company has yet to assess the impact that the adoption of this ASU will have on Ebix's consolidated income statement and balance sheet.
In January 2017 the FASB issued ASU 2017-01,
"Business Combinations (Topic 805) Clarifying the Definition of a Business"
which amended the existing FASB Accounting Standards Codification. The standard provides additional guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting, including acquisitions, disposals, goodwill, and consolidation. ASU 2017-01 is effective for fiscal 2019 with early adoption permitted.
In October 2016 the FASB issued ASU 2016-16,
"Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory"
. Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. This prohibition on recognition is an exception to the principle of comprehensive recognition of current and deferred income taxes in GAAP. The amendments specified by ASU 2016-16 require an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments eliminate the exception for an intra-entity transfer of an asset other than inventory. Two common examples of assets included in the scope of the amendments are intellectual property, and property, plant and equipment. The amendments do not include new disclosure requirements; however, existing disclosure requirements might be applicable when accounting for the current and deferred income taxes for an intra-entity transfer of an asset other than inventory. The amendments align the recognition of income tax consequences for intra-entity transfers of assets other than inventory with International Financial Reporting Standards. IAS 12, Income Taxes, requires recognition of current and deferred income taxes resulting from an intra-entity transfer of any asset (including inventory) when the transfer occurs. The amendments are effective for public business entities for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities in the first interim period if an entity issues interim financial statements. The amendments should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company has yet to assess the impact that the adoption of this ASU will have on Ebix's consolidated income statement and balance sheet.
In August 2016 the FASB issued ASU No. 2016-15 “
Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments
”. This ASU addresses the following eight specific cash flow issues: Contingent consideration payments made after a business combination; distributions received from equity method investees; debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies and bank-owned life insurance policies; and beneficial interests in securitization transactions; and also addresses separately identifiable cash flows and application of the predominance principle. The amendments in this Update apply to all entities, including both business entities and not-for-profit entities that are required to present a statement of cash flows under Topic 230. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments should be applied using a retrospective transition method to each period presented. If it is
impracticable to apply the amendments retrospectively for some of the issues, the ASU for those issuers would be applied prospectively as of the earliest date practicable. The Company has yet to assess the impact that the adoption of this ASU will have on Ebix's consolidated income statement and balance sheet.
In March 2016 the FASB issued ASU 2016-07 "
Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting
". The amendments affect all entities that have an investment that becomes qualified for the equity method of accounting as a result of an increase in the level of ownership interest or degree of influence. The amendments eliminate the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Therefore, upon qualifying for the equity method of accounting, no retroactive adjustment of the investment is required. The amendments are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The amendments should be applied prospectively upon their effective date to increases in the level of ownership interest or degree of influence that result in the adoption of the equity method. Earlier application is permitted. The adoption of this ASU in the first quarter of 2017 did not impact our consolidated financial position, results of operations or cash flows.
In March 2016 the FASB issued ASU 2016-09
,
“
Compensation - Stock Compensation (Topic 71
8)”. This amendment simplifies the requirements for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The adoption of this ASU in the first quarter of 2017 did not impact our consolidated financial position, cash flows or resulting tax expense.
In February 2016 the FASB issued ASU 2016-02, "
Leases (Topic 842
)". This new accounting guidance is intended to improve financial reporting about leasing transactions. The ASU affects all companies and other organizations that lease assets such as real estate, airplanes, and manufacturing equipment. The ASU will require organizations that lease assets referred to as “Lessees” to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. An organization is to provide disclosures designed to enable users of financial statements to understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements concerning additional information about the amounts recorded in the financial statements. Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than twelve months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP which requires only capital leases to be recognized on the balance sheet the new ASU will require both types of leases (i.e., operating and capital) to be recognized on the balance sheet. The FASB lessee accounting model will continue to account for both types of leases. The capital lease will be accounted for in substantially the same manner as capital leases are accounted for under existing GAAP. For operating leases there will have to be the recognition of a lease liability and a lease asset for all such leases greater than one year in term. The leasing standard will be effective for calendar year-end public companies beginning after December 15, 2018. Public companies will be required to adopt the new leasing standard for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all companies and organizations. For calendar year-end public companies, this means an adoption date of January 1, 2019 and retrospective application to previously issued annual and interim financial statements for 2018 and 2017. Lessees with a large portfolio of leases are likely to see a significant increase in balance sheet assets and liabilities. See Note 5 for the Company’s current lease commitments. The Company is evaluating the impact that this new leasing ASU will have on its financial statements.
In May 2014 the FASB issued ASU No. 2014-09, "
Revenue from Contracts with Customer
s"
.
ASU 2014-09 affects any entity using U.S. GAAP that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. This ASU also supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition—Construction-Type and Production-Type Contracts. In addition, the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer (e.g., assets within the scope of Topic 360, Property, Plant, and Equipment, and intangible assets within the scope of Topic 350, Intangibles—Goodwill and Other) are amended to be consistent with the guidance on recognition and measurement (including the constraint on revenue) in this ASU.
The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps:
Step 1: Identify the contract(s) with a customer.
Step 2: Identify the performance obligations in the contract.
Step 3: Determine the transaction price.
Step 4: Allocate the transaction price to the performance obligations in the contract.
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.
For a public entity, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted.
An entity should apply the amendments in this ASU using one of the following two methods:
1. Retrospectively to each prior reporting period presented and the entity may elect any of the following practical expedients:
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•
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For completed contracts, an entity need not restate contracts that begin and end within the same annual reporting period.
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•
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For completed contracts that have variable consideration, an entity may use the transaction price at the date the contract was completed rather than estimating variable consideration amounts in the comparative reporting periods.
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•
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For all reporting periods presented before the date of initial application, an entity need not disclose the amount of the transaction price allocated to remaining performance obligations and an explanation of when the entity expects to recognize that amount as revenue.
|
2. Retrospectively with the cumulative effect of initially applying this ASU recognized at the date of initial application. If an entity elects this transition method it also should provide the additional disclosures in reporting periods that include the date of initial application of:
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•
|
The amount by which each financial statement line item is affected in the current reporting period by the application of this ASU as compared to the guidance that was in effect before the change.
|
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|
•
|
An explanation of the reasons for significant changes.
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Subsequently, in August 2015 the FASB issued ASU No. 2015-14
"Revenue from Contracts with Customers: Deferral of Effective Date
", to defer the effective date of ASU No. 2014-09 for all entities by one year. Accordingly public business entities should apply the guidance of ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that annual reporting period.
Although early adoption is allowed, the Company plans to adopt this new accounting standard on its newly revised effective date of January 1, 2018, but it has not presently determined the impact that the adoption of ASU No. 2014-09 will have on its income statement, balance sheet, or statement of cash flows. Furthermore, the Company has not yet determined the method of retrospective adoption it will use as described in first and second paragraphs immediately above.
In March 2016 the FASB issued ASU No. 2016-08, "
Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net
)". The amendments relate to when another party, along with the Company, is involved in providing a good or service to a customer. Topic 606 Revenue from Contracts with Customers requires an entity to determine whether the nature of its promise is to provide that good or service to the customer (i.e., the entity is a principal) or to arrange for the good or service to be provided to the customer by the other party (i.e., the entity is an agent). The amendments are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations by clarifying the following:
>An entity determines whether it is a principal or an agent for each specified good or service promised to a customer.
> An entity determines the nature of each specified good or service (e.g., whether it is a good, service, or a right to a good or service).
> When another entity is involved in providing goods or services to a customer, an entity that is a principal obtains control of: (a) a good or another asset from the other party that it then transfers to the customer; (b) a right to a service that will be performed by another party, which gives the entity the ability to direct that party to provide the service to the customer on the entity’s behalf; or (c) a good or service from the other party that it combines with other goods or services to provide the specified good or service to the customer.
> The purpose of the indicators in paragraph 606-10-55-39 is to support or assist in the assessment of control. The amendments in paragraph 606-10-55-39A clarify that the indicators may be more or less relevant to the control assessment and that one or more indicators may be more or less persuasive to the control assessment, depending on the facts and circumstances.
The effective date and transition of these amendments is the same as the effective date and transition of ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Public entities should apply the amendments in ASU 2014-09 for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein (i.e., January 1, 2018, for a calendar year entity). The Company will adopt this new technical accounting guidance at that time and does not expect its adoption to have a material effect on its result of operations or financial position.
In a related technical accounting pronouncement in April 2016 the FASB issued ASU 2016-10
, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing”
, which is an amendment to ASU 2014-09. This amendment provides clarification on two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606. Public entities should apply the amendments for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein (i.e., January 1, 2018, for a calendar year entity). Early application for public entities is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The effective date for nonpublic entities is deferred by one year. A summary of this ASU is as follows:
Identifying Performance Obligations
Before an entity can identify its performance obligations in a contract with a customer, the entity first identifies the promised goods or services in the contract. The amendments add the following guidance:
1. An entity is not required to assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer.
2. An entity is permitted, as an accounting policy election, to account for shipping and handling activities that occur after the customer has obtained control of a good as an activity to fulfill the promise to transfer the good rather than as an additional promised service.
To identify performance obligations in a contract, an entity evaluates whether promised goods and services are distinct. The amendments improve the guidance on assessing the promises are separately identifiable criterion by:
1. Better articulating the principle for determining whether promises to transfer goods or services to a customer are separately identifiable by emphasizing that an entity determines whether the nature of its promise in the contract is to transfer each of the goods or services or whether the promise is to transfer a combined item (or items) to which the promised goods and/or services are inputs.
2. Revising the related factors and examples to align with the improved articulation of the separately identifiable principle.
Note 2: Earnings per Share
A reconciliation between basic and diluted earnings per share is as follows (in thousands, except per share data):
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Three Months Ended
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|
Six Months Ended
|
|
June 30,
|
|
June 30,
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
(In thousands, except per share data)
|
Net income attributable to Ebix, Inc.
|
$
|
23,434
|
|
|
$
|
22,992
|
|
|
$
|
49,861
|
|
|
$
|
45,151
|
|
Basic Weighted Average Shares Outstanding
|
31,490
|
|
|
32,688
|
|
|
31,648
|
|
|
32,866
|
|
Dilutive effect of stock options and restricted stock awards
|
147
|
|
|
281
|
|
|
157
|
|
|
274
|
|
Diluted weighted average shares outstanding
|
31,637
|
|
|
32,969
|
|
|
31,805
|
|
|
33,140
|
|
Basic earnings per common share
|
$
|
0.74
|
|
|
$
|
0.70
|
|
|
$
|
1.58
|
|
|
$
|
1.37
|
|
Diluted earnings per common share
|
$
|
0.74
|
|
|
$
|
0.70
|
|
|
$
|
1.57
|
|
|
$
|
1.36
|
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Note 3: Business Combinations
The Company seeks to execute accretive business acquisitions (which primarily targets businesses that are complementary to Ebix's existing products and services), in combination with organic growth initiatives, as part of its comprehensive business growth and expansion strategy.
During the
six
months ended
June 30, 2017
, the Company completed
two
business acquisitions, as follows:
Effective June 1, 2017 Ebix acquired the assets of beBetter Health, Inc., ("beBetter"), a technology enabled corporate wellness provider that provides end-to-end wellness solutions offering a variety of tools and programs, including interactive platforms, health screening, coaching, tobacco cessation, weight and stress management, health information, and numerous other products and services. Ebix acquired the assets and intellectual property of beBetter for
$1.0 million
plus possible future contingent earn-out payments of up to
$2.0 million
based on earned revenues over the subsequent
twenty-four
month period following the effective date of the acquisition. The valuation and purchase price allocation for the beBetter acquisition remains preliminary and will be finalized prior to December 31, 2017.
Effective April 1, 2017 Ebix entered into a joint venture with India-based Essel Group, while acquiring an
80%
stake in ItzCash Card Limited ("ItzCash"), India’s leading payment solutions exchange. ItzCash is recognized as a leader in the prepaid cards and bill payments space in India. Under the terms of the agreement, ItzCash was valued at a total enterprise value of approximately
$150 million
. Accordingly, Ebix acquired an
80%
stake in ItzCash for
$120 million
including upfront cash of
$76.3 million
plus possible future contingent earn-out payments of up to
$44.0 million
based on earned revenues over the subsequent
thirty-six
month period following the effective date of the acquisition.
$4.0 million
of the possible future contingent earn-out payments is being held in escrow accounts for the
twelve
month period following the effective date of the acquisition to ensure that the acquired business achieves the minimum specified annual gross revenue threshold, which if not achieved will result in said funds being returned to Ebix. The valuation and purchase price allocation for the ItzCash acquisition remains preliminary and will be finalized as soon as practicable but in no event longer than one year.
During the year ended December 31, 2016, the Company completed
three
business acquisitions, as follows:
Effective November 1, 2016 Ebix acquired Wdev Solucoes em Technologia SA ("Wdev"), a Brazilian company that provides IT services and software development for the Latin American insurance industry. Ebix acquired Wdev for upfront cash consideration in the amount of
$10.5 million
, plus possible future contingent earn-out payments of up to
$15.7 million
based on earned revenues over the subsequent
thirty-eight
month period following the effective date of the acquisition.
$2.9 million
of the upfront cash consideration is being held in an escrow account for the
thirty-eight
month period following the effective date of the acquisition to ensure that the acquired business achieves the minimum specified annual net revenue threshold, which if not achieved will result in said funds being returned to Ebix. The valuation and purchase price allocation for the Wdev acquisition remains preliminary and will be finalized as soon as practicable but in no event longer than one year.
Effective November 1, 2016 Ebix acquired the assets of IHAC, Inc., d.b.a Hope Health ("Hope"), a Michigan corporation and publisher of health and wellness continuing education products. Ebix acquired the assets and intellectual property of Hope for
$1.72 million
. The valuation and purchase price allocation for the Hope acquisition was finalized in Q2 2017.
Effective July 1, 2016 Ebix and Independence Holdings Corporation ("IHC") jointly executed a Call Notice agreement, whereby Ebix purchased additional common units in Ebix Health Exchange Holdings, LLC ("EbixHealth JV") from IHC constituting eleven percent (
11%
) of the EbixHealth JV for
$2.0 million
cash which resulted in Ebix holding an aggregate fifty-one percent (
51%
) controlling equity interest in the EbixHealth JV. Commensurate with additional equity stake in the joint venture a contemporaneous valuation of the business was completed. In accordance with the technical accounting guidance pertaining to step acquisitions the Company recorded goodwill in the amount of
$20.8 million
, intangible assets in the amount of
$1.5 million
, a non-controlling interest in the amount of
$11.3 million
, and recognized a
$1.2 million
gain on its previously carried
40%
equity interest in the EbixHealth JV. This recognized gain is reflected as a component of other non-operating income in the accompanying Condensed Consolidated Statement of Income. The valuation and purchase price allocation for the EbixHealth JV acquisition remains preliminary and will be finalized prior to September 30, 2017. Previously, effective September 1, 2015 Ebix and IHC formed a joint venture named EbixHealth JV. Ebix paid
$6.0 million
and contributed a license to use certain CurePet software and systems valued by the EbixHealth JV at
$2.0 million
, for its initial
40%
membership interest in the EbixHealth JV.
A significant component of the purchase price consideration for many of the Company's business acquisitions is a potential subsequent cash earnout payment based on reaching certain specified future revenue targets. The terms for the contingent earn out payments in most of the Company's business acquisitions typically address the GAAP recognizable revenues achieved by the acquired entity over a one, two, and/or three year period subsequent to the effective date of their acquisition by Ebix. These terms typically establish a minimum threshold revenue target with achievement of revenues recognized over that target being awarded in the form of a specified cash earn out payment. The Company applies these terms in its calculation and determination of the fair value of contingent earn out liabilities for purchased businesses as part of the related valuation and purchase price allocation exercise for the corresponding acquired assets and liabilities. The Company recognizes these potential obligations as contingent liabilities and are reported as such on its Condensed Consolidated Balance Sheets. As discussed in more detail in Note 1, these contingent consideration liabilities are recorded at fair value on the acquisition date and are remeasured quarterly based on the then assessed fair value and adjusted if necessary. During the
six
months ended
June 30, 2017
and
2016
, these aggregate contingent accrued earn-out business acquisition consideration liabilities were reduced by
zero
and
$1.2 million
, respectively, due to remeasurements based on the then assessed fair value and changes in anticipated future revenue levels. In the first six months ended June 30, 2016 these reductions to the contingent accrued earn-out liabilities resulted in a corresponding reduction of
$511 thousand
to general and administrative expenses as reported on the Condensed Consolidated Statements of Income and a reduction of
$664 thousand
to goodwill as reported in the enclosed Condensed Consolidated Balance Sheets. As of
June 30, 2017
, the total of these contingent liabilities was
$39.46 million
, of which
$33.44 million
is reported in long-term liabilities, and
$6.02 million
is included in current liabilities in the Company's Condensed Consolidated Balance Sheet. As of
December 31, 2016
the total of these contingent liabilities was
$8.51 million
, of which
$6.59 million
was reported in long-term liabilities, and
$1.92 million
was included in current liabilities in the Company's Condensed Consolidated Balance Sheet.
Consideration paid by the Company for the businesses it purchases is 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 is recorded as goodwill. Recognized goodwill pertains to the value of the expected synergies to be derived from combining the operations of the businesses we acquire including the value of the acquired workforce.
The aggregated unaudited pro forma financial information pertaining to all of the Company's acquisitions that have an impact on the
six months
ended
June 30, 2017
and
June 30, 2016
, which includes the acquisitions of the EbixHealth JV (being fully consolidated effective July 1, 2016), Wdev (acquired November 2016), Hope (acquired November 2016), ItzCash (acquired April 2017), and beBetter (acquired June 2017) and as presented in the table below is provided for informational purposes only and is not a projection of the Company's expected results of operations for any future period. No effect has been given in this pro forma information for future synergistic benefits that may still be realized as a result of combining these companies or costs that may yet be incurred in integrating their operations. The 2017 and 2016 pro forma financial information below assumes that all such business acquisitions were made on January 1, 2016, whereas the Company's reported financial statements for the
three and six
months ended
June 30, 2017
only include the operating results from these businesses since the effective date that they were acquired by Ebix.
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Three Months Ended June 30, 2017
|
|
Three Months Ended June 30, 2016
|
|
Six Months Ended June 30, 2017
|
|
Six Months Ended June 30, 2016
|
|
As Reported
|
Pro Forma
|
|
As Reported
|
Pro Forma
|
|
As Reported
|
Pro Forma
|
|
As Reported
|
Pro Forma
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
(In thousands, except per share data)
|
Revenue
|
$
|
87,387
|
|
$
|
87,765
|
|
|
$
|
72,574
|
|
$
|
86,500
|
|
|
$
|
166,490
|
|
$
|
177,284
|
|
|
$
|
143,640
|
|
$
|
173,602
|
|
Net Income attributable to Ebix, Inc.
|
$
|
23,434
|
|
$
|
23,595
|
|
|
$
|
22,992
|
|
$
|
22,015
|
|
|
$
|
49,861
|
|
$
|
50,741
|
|
|
$
|
45,151
|
|
$
|
44,078
|
|
Basic EPS
|
$
|
0.74
|
|
$
|
0.75
|
|
|
$
|
0.70
|
|
$
|
0.67
|
|
|
$
|
1.58
|
|
$
|
1.60
|
|
|
$
|
1.37
|
|
$
|
1.34
|
|
Diluted EPS
|
$
|
0.74
|
|
$
|
0.75
|
|
|
$
|
0.70
|
|
$
|
0.67
|
|
|
$
|
1.57
|
|
$
|
1.60
|
|
|
$
|
1.36
|
|
$
|
1.33
|
|
During the three months ended
June 30, 2017
the Company's reported total operating revenues increased by
$14.8 million
or
20%
to
$87.4 million
as compared to
$72.6 million
during the same period in 2016.
During the
six
months ended
June 30, 2017
the Company's reported total operating revenues increased by
$22.9 million
or
16%
to
$166.5 million
as compared to
$143.6 million
during the same period in 2016.
With respect to business acquisitions completed during the years 2017 and 2016 on a pro forma basis, as disclosed in the above pro forma financial information table, combined revenues increased
1.5%
and
2.1%
for the three and six months ending
June 30, 2017
versus the same periods in 2016. The 2017 and 2016 pro forma financial information assumes that all business acquisitions made during this period were made on January 1, 2016, whereas the Company's reported financial statements for three and six months ended June 30, 2017 only includes the revenues from these businesses since the effective date that they were acquired or consolidated by Ebix, being July 2016 for the EbixHealth JV, November 2016 for Wdev, November 2016 for Hope, April 2017 for Itzcash and June 2017 for beBetter.
The above referenced pro forma information and the relative comparative change in pro forma and reported revenues are based on the following premises:
•
2017 and 2016 pro forma revenue contains actual revenue of the acquired entities before acquisition date, as reported by the sellers, as well as actual revenue of the acquired entities after acquisition, whereas the reported growth in revenues of the acquired entities after acquisition date are only reflected for the period after their acquisition.
•
Revenue billed to existing clients from the cross selling of acquired products has been assigned to the acquired section of our business.
•
Any existing products sold to new customers obtained through a newly acquired customer base are assigned to the acquired section of our business.
•
Pro formas do not include post acquisition revenue reductions as a result of discontinuation of any product lines and/or customer projects by Ebix in line with the Company's initiatives to maximize profitability.
Note 4: Debt with Commercial Bank
On June 17, 2016, the Company and certain of its subsidiaries entered into the Second Amendment (the “Second Amendment”) to the Regions Secured Credit Facility (as defined below), dated August 5, 2014, among the Company, Regions Bank as Administrative and Collateral Agent ("Regions"), Regions Capital Markets, PNC Capital Markets, LLC, and TD Securities (USA) as joint Lead Arrangers for the syndicate of lenders. The Second Amendment increases the total credit facility to
$400 million
from the prior amount of
$240 million
, and expands the syndicated bank group to
eleven
participants by adding
seven
new participants which include PNC Bank, National Association BMO Harris Bank N.A., Key Bank National Association, HSBC Bank National, Cadence Bank, the Toronto-Dominion Bank (New York Branch), and Trustmark National Bank. The Credit Agreement now consists of a
five
-year revolving credit component in the amount of
$275 million
, and a
five
-year term loan component in the amount of
$125 million
, with repayments due in the amount
$3.13 million
due each quarter, starting September 30, 2016 . The Credit Agreement also contains an accordion feature, which if exercised and approved by all credit parties, would
expand the total borrowing capacity under the syndicated credit facility to
$500 million
. The credit facility carries a leverage-based LIBOR related interest rate, which currently stands at approximately
3.56%
.
As of
June 30, 2017
the Company's consolidated balance sheet includes
$2.84 million
of remaining deferred financing costs in connection with this credit facility, which are being amortized as a component of interest expense over the
five
-year term of the financing agreement. In regards to these deferred financing costs,
$2.26 million
pertains to the revolving line of credit component of the Credit Agreement, and
$537 thousand
pertains to the term loan component of the Credit Agreement of which
$136 thousand
is netted against the current portion and
$401 thousand
is netted against the long-term portions of the term loan as reported on the Condensed Consolidated Balance.
At
June 30, 2017
, the outstanding balance on the revolving line of credit under the Credit Agreement was
$214.0 million
and the facility carried an interest rate of
3.56%
. During the
six months
ended
June 30, 2017
,
$60.0 million
of draws were made off of the revolving credit facility. The revolving line of credit balance is included in the long-term liabilities section of the Condensed Consolidated Balance Sheets. During the
six months
ended
June 30, 2017
, the average and maximum outstanding balances of the revolving line of credit component of the credit facility were
$177.4 million
and
$214.0 million
, respectively.
At
June 30, 2017
, the outstanding balance on the term loan was
$112.5 million
of which
$12.5 million
is due within the next
twelve
months, with payments of
$6.25 million
having been made during the
six months
ended
June 30, 2017
, as scheduled. This term loan also carried an interest rate of
3.56%
. The current and long-term portions of the term loan are included in the respective current and long-term sections of the Condensed Consolidated Balance Sheets, the amounts of which were
$12.5 million
and
$100.0 million
respectively at
June 30, 2017
.
Note 5: Commitments and Contingencies
Contingencies
- Following the announcement on May 1, 2013 of the Company's execution of a merger agreement with affiliates of Goldman Sachs & Co., twelve putative class action complaints challenging the proposed merger were filed in the Delaware Court of Chancery. These complaints name as Defendants some combination of the Company, its directors, Goldman Sachs & Co. and affiliated entities. On June 10, 2013, the twelve complaints were consolidated by the Delaware Court of Chancery, now captioned In re Ebix, Inc. Stockholder Litigation, CA No. 8526-VCS. On June 19, 2013, the Company announced that the merger agreement had been terminated pursuant to a Termination and Settlement Agreement dated June 19, 2013. After Defendants moved to dismiss the consolidated proceeding, Lead Plaintiffs amended their operative complaint to drop their claims against Goldman Sachs & Co. and focus their allegations on an Acquisition Bonus Agreement (“ABA”) between the Company and Robin Raina. On September 26, 2013, Defendants moved to dismiss the Amended Consolidated Complaint. On July 24, 2014, the Court issued its Memorandum Opinion that granted in large part the Company’s Motion to Dismiss and narrowed the remaining claims. On September 15, 2014, the Court entered an Order implementing its Memorandum Opinion. On January 16, 2015, the Court entered an Order permitting Plaintiffs to file a Second Amended and Supplemented Complaint. On February 10, 2015, Defendants filed a Motion to Dismiss the Second Amended and Supplemented Complaint, which was granted in part and denied in part in a January 15, 2016 Memorandum Opinion and Order. On October 25, 2016, the Court entered an Order permitting Lead Plaintiffs to file a Verified Third Amended and Supplemented Class Action and Derivative Complaint, which made additional claims and added two directors as defendants. The Verified Third Amended and Supplemented Class Action and Derivative Complaint was then filed on October 26, 2016. The claims are as follows: (i) a purported class and derivative claim for breach of fiduciary duty for improperly maintaining the ABA as an unreasonable anti-takeover device; (ii) a purported class claim for breach of the fiduciary duty of disclosure to the stockholders with respect to the Company’s 2010 Proxy Statement and 2010 Stock Incentive Plan; (iii) a purported derivative claim for breach of fiduciary duty to the Company in causing incentive compensation to be awarded under the 2010 Stock Incentive Plan; (iv) a purported class and derivative claim for breach of fiduciary duty in adopting certain bylaw amendments on December 19, 2014; (v) a purported class and derivative claim seeking invalidation of the December 19, 2014 bylaw amendments under Delaware law; (vi) a purported claim for breach of fiduciary duty for not duly adopting the ABA at the July 15, 2009 Board meeting, and seeking declaratory relief invalidating the ABA; (vii) a purported claim for breach of the fiduciary duty of disclosure to the stockholders with respect to the ABA, and seeking declaratory relief invalidating the ABA; (viii) a purported claim seeking invalidation of the 2008 Stockholder Meeting, 2008 Certificate Amendment, 2008 Stock Split and subsequent corporate actions; and, (ix) a purported class claim for breach of fiduciary duty, and seeking declaratory relief invalidating the 2016 CEO Bonus Plan because of incomplete disclosures with respect to the ABA. Lead Plaintiffs seek declaratory relief with respect to the ABA, the 2010 Stock Incentive Plan, the 2010 Proxy Statement, the bylaw amendments, the 2008 Stockholder Meeting, the 2008 Certificate Amendment, the 2008 Stock Split, and the 2016 CEO Bonus Plan. Lead Plaintiffs also seek compensatory damages, interest, and attorneys’ fees and costs. On October 31. 2016, Lead Plaintiffs filed a Motion for Class Certification. On November 1, 2016, Lead Plaintiffs moved for partial summary judgment on Claims (ii), (iii), and (vi) as described above. The directors added as defendants in the Third Amended and Supplemented Class Action and Derivative Complaint moved to dismiss all Claims against them. The remaining Defendants moved to dismiss Claims (v), (vi), (vii), (viii), and (ix) as described
above, and have filed answers to the other claims in the Verified Third Amended and Supplemented Complaint. Briefing schedules for the pending motions have not been yet set and discovery is on-going. The Company denies any liability and intends to defend the action vigorously.
The Company is involved in various other claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate likely disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity.
Lease Commitments—
The Company leases office space under non-cancelable operating leases with expiration dates ranging through 2029, 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
June 30, 2017
and
2016
. Rental expense for office facilities and certain equipment subject to operating leases for the
six months
ended
June 30, 2017
and
2016
was
$2.5 million
(net of a
$948 thousand
purchase accounting adjustment) and
$3.0 million
, respectively.
Self-Insurance—
For some of the Company’s U.S. employees the Company is self-insured for its health insurance program and has a stop loss policy that limits the individual liability to
$120 thousand
per person and the aggregate liability to
125%
of the expected claims based upon the number of participants and historical claims. As of
June 30, 2017
, the amount accrued on the Company’s Condensed Consolidated Balance Sheet for the self-insured component of the Company’s employee health insurance was
$250 thousand
. The maximum potential estimated cumulative liability for the annual contract period, which ends in September 2017, was
$2.8 million
.
Note 6: Income Taxes
The Company recorded income tax expense (benefit) of (
$302
) thousand (
-1.3%
) and
$567 thousand
1.11%
during the three and six months ended June 30, 2017, respectively, which included discrete items for additions to the reserve for uncertain tax positions offset by the release of valuation allowances of operating loss carryforwards pertaining to our UK operations. The income tax expense exclusive of discrete items for the three and six months ended June 30, 2017 is
$439 thousand
(
1.9%
) and
$790 thousand
(
1.55%
), respectively. Our tax expense and effective tax rate decreased year over year, exclusive of discrete charges, due to favorable changes in the proportion of our taxable income in certain foreign jurisdictions relative to total pre-tax income. The Company expects its full year tax rate before discrete items to be approximately
1.63%
.
The Company’s effective tax rate reflects the benefits of having significant operations outside the United States, which are generally taxed at rates lower than the US statutory rate of
35%
and where the Company enjoys a tax holiday in India. During 2015, the Company secured an additional tax holiday in India until the year 2020 to support certain portions of its expanding operations there. The Company, also, had income during the quarter ended
June 30, 2017
in the United Kingdom, Dubai, and Sweden, where the statutory tax rates are lower than the US rate of
35%
.
As of
June 30, 2017
a liability of
$6.5 million
for uncertain tax positions is included in other long-term liabilities of the Company's Condensed Consolidated Balance Sheet. During the three and
six months
ended
June 30, 2017
there was
$2.8 million
and
$3.3 million
, respectively, in additions to this liability reserve. During the same periods in 2016, there were
$50 thousand
in additions to this liability reserve. The Company recognizes interest accrued and penalties related to unrecognized tax benefits as part of income tax expense.
Note 7: Geographic Information
The Company operates with
one
reportable segment whose results are regularly reviewed by the Company's chief operating decision maker as to performance and allocation of resources. External customer revenues in the tables below are attributed to a particular country based on whether the customer had a direct contract with the Company which was executed in that particular country for the sale of the Company's products/services with an Ebix subsidiary located in that country.
The impact from fluctuations of the exchange rates for the foreign currencies in the countries in which we conduct operations partially affected reported revenues, and were the primary cause for the drop in revenues in Europe and the increase in Australia.
Specifically, during the first
six
months of 2017 the change in foreign currency exchange rates decreased reported Europe's operating revenues by
$1.2 million
and increased Australia's reported revenues by
$474 thousand
; while India's revenue increased
$13.7 million
of which
$5.3 million
is due to the various new e-governance contracts with a number of large clients and
$8.4 million
due to its April 2017 acquisition of ItzCash; Latin America's revenues increased
$5.8 million
due primarily to the November 2016 acquisition of Wdev; and Canada's revenues increased by
$1.2 million
due primarily to increased professional services.
The following enterprise wide information relates to the Company's geographic locations (all amounts in thousands):
As of and for the
Six Months Ended
June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
Canada
|
|
Latin America
|
|
Australia
|
|
Singapore
|
|
New Zealand
|
|
India
|
|
Europe
|
|
Dubai
|
|
Total
|
External Revenues
|
$
|
105,079
|
|
|
$
|
4,142
|
|
|
$
|
8,218
|
|
|
$
|
16,516
|
|
|
$
|
3,125
|
|
|
$
|
1,023
|
|
|
$
|
19,999
|
|
|
$
|
8,388
|
|
|
$
|
—
|
|
|
$
|
166,490
|
|
Long-lived assets
|
$
|
391,308
|
|
|
$
|
6,484
|
|
|
$
|
23,283
|
|
|
$
|
1,261
|
|
|
$
|
17,441
|
|
|
$
|
257
|
|
|
$
|
213,135
|
|
|
$
|
22,254
|
|
|
$
|
53,786
|
|
|
$
|
729,209
|
|
As of and for the
Six Months Ended
June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
Canada
|
|
Latin America
|
|
Australia
|
|
Singapore
|
|
New Zealand
|
|
India
|
|
Europe
|
|
Dubai
|
|
Total
|
External Revenues
|
$
|
103,171
|
|
|
$
|
2,950
|
|
|
$
|
2,425
|
|
|
$
|
15,550
|
|
|
$
|
2,957
|
|
|
$
|
876
|
|
|
$
|
6,307
|
|
|
$
|
9,404
|
|
|
$
|
—
|
|
|
$
|
143,640
|
|
Long-lived assets
|
$
|
371,507
|
|
|
$
|
6,941
|
|
|
$
|
7,429
|
|
|
$
|
627
|
|
|
$
|
34,008
|
|
|
$
|
224
|
|
|
$
|
79,524
|
|
|
$
|
24,334
|
|
|
$
|
37,943
|
|
|
$
|
562,537
|
|
In the geographical information table above the significant changes to long-lived assets from
June 30, 2016
to
June 30, 2017
were comprised of an increase in Latin America of
$15.9 million
primarily due to the November 2016 acquisition of Wdev; the Singapore decrease of
$16.6 million
and the Dubai increase
$15.8 million
are due to the transfer of certain intangible assets between these locations (net of deferred taxes); the India increase of
$133.6 million
is primarily due to
$125.2 million
increase associated with the April 2017 acquisition of ItzCash, an increase in deferred tax assets of
$5.0 million
associated with the payments and accruals of Minimum Alternative Tax, and
$3.9 million
of fixed assets additions associated with the continued build out of our product development facilities, and the growth of the Ebix-Vayam JV; and the Europe decrease of
$2.1 million
is primarily due to a
3.0%
weakening of British Pound Sterling versus the U.S. Dollar which caused a decrease in the translation of long-lived assets and the amortization of intangible assets and capitalized software development costs.
Note 8: Investment in Joint Ventures
Effective April 1, 2017 Ebix entered into a joint venture with India-based Essel Group, while acquiring an
80%
stake in ItzCash, India’s leading payment solutions exchange. ItzCash is recognized as a leader in the prepaid cards and bill payments space in India. Under the terms of the agreement, ItzCash was valued at a total enterprise value of approximately
$150 million
. Accordingly, Ebix acquired an
80%
stake in ItzCash for
$120 million
including upfront cash of
$76.3 million
plus possible future contingent earn-out payments of up to
$44.0 million
based on earned revenues over the subsequent
thirty-six
month period following the effective date of the acquisition.
$4.0 million
of the possible future contingent earn-out payments is being held in escrow accounts for the
twelve
month period following the effective date of the acquisition to ensure that the acquired business achieves the minimum specified annual gross revenue threshold, which if not achieved will result in said funds being returned to Ebix. The valuation and purchase price allocation for the ItzCash acquisition remains preliminary and will be finalized as soon as practicable but in no event longer than one year.
Effective February 7, 2016 Ebix and Vayam Technologies Ltd ("Vayam") formed a joint venture named Ebix Vayam Limited JV. This joint venture was established to carry out IT projects in the government sector of the country of India and particularly in regards to the implementation of e-governance projects in the areas of education and healthcare. Ebix has a
51%
equity interest in the joint venture, and Vayam has a
49%
equity interest in the joint venture. Ebix is fully consolidating the operations of the Ebix Vayam Limited JV into the Company's financial statements and separately reporting the Vayam minority, non-controlling, interest in the joint venture's net income and equity.
Effective September 1, 2015 Ebix and IHC formed the joint venture EbixHealth JV (as defined in Note 3). This joint venture was established to promote and market an administrative data exchange for health and pet insurance lines of business nationally. Ebix paid
$6.0 million
and contributed a license to use certain CurePet software and systems valued by the EbixHealth JV at
$2.0 million
, for its initial
40%
membership interest in the EbixHealth JV. IHC contributed all if its shares in its existing third party administrator operations (IHC Health Solutions, Inc.), valued by the EbixHealth JV at
$18.0 million
for its
60%
membership interest in the EbixHealth JV, and received a special distribution of
$6.0 million
. Effective July 1, 2016 Ebix and IHC jointly executed a Call Notice agreement, whereby Ebix purchased additional common units in the EbixHealth JV from IHC
constituting eleven percent (
11%
) of the EbixHealth JV for
$2.0 million
cash which resulted in Ebix holding an aggregate fifty-one percent (
51%
) of the EbixHealth JV. Commensurate with additional equity stake in the joint venture and a new contemporaneous valuation of the business the Company realized a
$1.2 million
gain on its previously carried
40%
equity interest in the EbixHealth JV. This recognized gain was reflected as a component of other non-operating income in the accompanying Condensed Consolidated Statement of Income. The valuation and purchase price allocation for the EbixHealth JV acquisition remains preliminary and will be finalized prior to September 30, 2017. Beginning July 1, 2016 Ebix is fully consolidating the operations of the EbixHealth JV into the Company's financial statements and separately reporting the IHC minority, non-controlling,
49%
interest in the joint venture's net income and equity, and thereby reflecting Ebix's net resulting
51%
interest in the EbixHealth JV profits or losses. Furthermore, as a related party, IHC also has been and continues to be a customer of Ebix, and during the three and six months ending
June 30, 2017
the Company recognized
$110 thousand
and
$207 thousand
of revenue from IHC, and as of
June 30, 2017
IHC had
$333 thousand
of accounts receivable with Ebix.
Note 9: Capitalized Software Development Costs
In accordance with the relevant FASB accounting literature, the Company had previously capitalized certain software and product related development costs associated with both its continuing medical education service offerings, and the development of a property and casualty underwriting insurance data exchange platform. During the
six months
ended
June 30, 2017
, the Company capitalized
$1.35 million
of such development costs. As of
June 30, 2017
, a total of
$6.6 million
of remaining unamortized development costs are reported on the Company’s consolidated balance sheet. During the
six months
ended
June 30, 2017
, the Company recognized
$790 thousand
of amortization expense with regards to these capitalized software development costs, which is included in costs of services provided in the Company’s consolidated income statement. The useful life over which these capitalized software development costs are being amortized is
five
years for both the continuing medical education products, and for the property and casualty underwriting insurance data exchange platform.
Note 10: Other Current Assets
Other current assets at
June 30, 2017
and
December 31, 2016
consisted of the following:
|
|
|
|
|
|
|
|
|
|
June 30, 2017
|
|
December 31, 2016
|
|
(In thousands)
|
Prepaid expenses
|
$
|
11,826
|
|
|
$
|
10,276
|
|
Due from prior owners of acquired businesses for working capital settlements
|
607
|
|
|
916
|
|
Research and development tax credits receivable
|
388
|
|
|
375
|
|
Accrued interest receivable
|
12
|
|
|
372
|
|
Tax refunds receivable
|
1,225
|
|
|
—
|
|
Credit card merchant account balance receivable
|
616
|
|
|
—
|
|
Other
|
525
|
|
|
777
|
|
Total
|
$
|
15,199
|
|
|
$
|
12,716
|
|
Note 11: Subsequent Events
Compensatory Arrangements of Certain Officers
On July 25, 2017, after reviewing the Chief Executive Officer’s performance under his compensation plan, the Compensation Committee and Chairman of the Audit Committee of Ebix, Inc. approved the grant of
$2.3 million
in shares of restricted common stock to the Chief Executive Officer of Ebix, Inc. based on the closing price of the Company’s common stock on July 25, 2017. As a result, the Chief Executive Officer was granted
40,780
shares of restricted common stock.