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☑
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ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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77-0021975
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(State or other jurisdiction of incorporation)
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(I.R.S. Employer Identification Number)
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1 Ebix Way
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Johns Creek,
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Georgia
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30097
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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þ
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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☐
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(Do not check if a smaller reporting company)
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Emerging growth company
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☐
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Page
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Reference
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Exhibit 101
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•
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the willingness of independent insurance agencies to outsource their computer and other processing needs to third parties;
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•
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our ability to raise additional financing to support our capital requirements;
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•
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our ability to make new business acquisitions and integrate such acquired businesses into our operations;
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•
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pricing and other competitive pressures and the Company's ability to gain or maintain share of sales as a result of actions by competitors and others;
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•
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our ability to develop new products and respond to rapid technological changes;
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•
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disruptions in internet connections and the protection of information transmitted over the internet;
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•
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changes in estimates in critical accounting judgments;
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•
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the effective protection of our intellectual property;
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•
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changes in or failure to comply with laws and regulations, including accounting standards,
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•
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taxation requirements (including tax rate changes, new tax laws and revised tax interpretations) in domestic or foreign jurisdictions;
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•
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exchange rate fluctuations and other risks associated with investments and operations in foreign countries (particularly in Singapore, Australia and India wherein we have significant operations);
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•
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volatility in equity markets, including market disruptions and significant interest rate fluctuations, which may impede our access to, or increase the cost of, external financing; and
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•
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international conflict, including terrorist acts.
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For the Year Ended
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|||||||||||
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December 31,
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|||||||||||
(In thousands)
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|
2019
|
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2018
|
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2017
|
||||||
EbixCash Exchanges
|
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319,953
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|
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217,457
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|
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64,324
|
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|||
Insurance Exchanges
|
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190,067
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|
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192,604
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|
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200,508
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|||
Risk Compliance Solutions
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70,595
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87,765
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|
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99,139
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|||
Totals
|
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$
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580,615
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|
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$
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497,826
|
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$
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363,971
|
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Name
|
|
Age
|
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Position
|
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Officer Since
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Robin Raina
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53
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Chairman, President, and Chief Executive Officer
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1998
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Robert F. Kerris
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67
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Chief Financial Officer
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2007
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Graham Prior
|
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63
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Corporate Executive Vice President International Business & Intellectual Property
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2012
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Leon d'Apice
|
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63
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Corporate Executive Vice President & Managing Director - Ebix Australia Group
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2012
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James Senge Sr.
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59
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Senior Vice President EbixHealth
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2012
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•
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potential incompatibility of business cultures;
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•
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potential delays in integrating diverse technology platforms;
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•
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potential need for additional disclosure controls and internal controls over financial reporting;
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•
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potential difficulties in coordinating geographically separated organizations;
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•
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potential difficulties in re-training sales forces to market all of our products across all of our intended markets;
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•
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potential difficulties implementing common internal business systems and processes;
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•
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potential conflicts in third-party relationships; and
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•
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potential loss of customers and key employees and the diversion of the attention of management from other ongoing business concerns.
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•
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rapidly changing technology;
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•
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evolving industry standards;
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•
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frequent new product and service introductions;
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•
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shifting distribution channels; and
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•
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changing customer demands.
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•
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undertake more extensive marketing campaigns for their brands and services;
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•
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devote more resources to website and systems development;
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•
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adopt more aggressive pricing policies; and
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•
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make more attractive offers to potential employees, online companies and third-party service providers.
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•
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the impact of recessions in foreign economies on the level of consumers' insurance shopping and purchasing behavior;
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•
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greater difficulty in collecting accounts receivable;
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•
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difficulties and costs of staffing and managing foreign operations;
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•
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reduced protection for intellectual property rights in some countries;
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•
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burdensome regulatory requirements;
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•
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trade and financing barriers, and differing business practices;
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•
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potentially adverse tax consequences; and
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•
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economic instability or political unrest such as crime, strikes, riots, civil disturbances, terrorist attacks and wars.
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•
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Data protection and privacy regulations regarding access by government authorities to customer, partner, or employee data
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•
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Data residency requirements (the requirement to store certain data only in and, in some cases, also to access such data only from within a certain jurisdiction)
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•
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Conflict and overlap among tax regimes
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•
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Possible tax constraints impeding business operations in certain countries
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•
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Expenses associated with the localization of our products and compliance with local regulatory requirements
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•
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Discriminatory or conflicting fiscal policies
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•
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Operational difficulties in countries with a high corruption perception index
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•
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Works councils, labor unions, and immigration laws in different countries
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•
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Difficulties enforcing intellectual property and contractual rights in certain jurisdictions
|
•
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Country-specific software certification requirements
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•
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Compliance with various industry standards
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•
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Market volatilities or workforce restrictions due to changing laws and regulations resulting from political decisions (e.g. Brexit, government elections)
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•
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The transaction is approved by the board of directors prior to the date the interested stockholder obtained interested stockholder status;
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•
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Upon consummation of the transaction that resulted in the stockholder's becoming an interested stockholder, the stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or
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•
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On or subsequent to the date the business combination is approved by the board of directors, it is authorized at an annual or special meeting of stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.
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•
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announcements of new services, products, or technological innovations, or strategic relationships by us or our competitors;
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•
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announcements of business acquisitions or strategic relationships by us or our competitors;
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•
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trends or conditions in the insurance, software, business process outsourcing and Internet markets;
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•
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changes in market valuations of our competitors; and
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•
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general political, economic, regulatory and market conditions.
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•
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Ebix’s ability to successfully combine the businesses of Ebix and Yatra, including with respect to systems and technology integration;
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•
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Whether the combined businesses will perform as expected;
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•
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The possibility that Ebix paid more for Yatra than the value it will derive from the acquisition;
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•
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The assumption of known and unknown liabilities of Yatra.
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•
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Integrating the companies’ technologies, products and services;
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•
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Identifying and eliminating redundant and under-performing operations and assets;
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•
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Harmonizing the companies’ operating practices, employee development and compensation programs, internal controls and other policies, procedures and processes;
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•
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Addressing possible differences in business backgrounds, corporate cultures and management philosophies;
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•
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Consolidating the companies’ corporate, administrative and information technology infrastructure;
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•
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Coordinating sales, distribution and marketing efforts;
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•
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Maintaining existing agreements with customers and suppliers and avoiding delays in entering into new agreements with prospective customers and suppliers; and
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•
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Coordinating geographically dispersed organizations.
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•
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12/31/2014
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12/31/2015
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12/31/2016
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12/31/2017
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12/31/2018
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12/31/2019
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||||||||||||
EBIX, INC.
|
$
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100
|
|
|
$
|
195
|
|
|
$
|
341
|
|
|
$
|
476
|
|
|
$
|
257
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|
|
$
|
203
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|
NASDAQ STOCK MARKET (U.S.)
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$
|
100
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|
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$
|
106
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|
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$
|
114
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|
|
$
|
146
|
|
|
$
|
140
|
|
|
$
|
189
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|
NASDAQ COMPUTER
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$
|
100
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|
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$
|
106
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|
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$
|
119
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|
|
$
|
166
|
|
|
$
|
159
|
|
|
$
|
240
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
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2019
|
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2018
|
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2017
|
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2016
|
|
2015
|
||||||||||
|
|
(In thousands, except per share amounts)
|
||||||||||||||||||
Results of Operations:
|
|
|
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|
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|
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|
||||||||||
Revenue
|
|
$
|
580,615
|
|
|
$
|
497,826
|
|
|
$
|
363,971
|
|
|
$
|
298,294
|
|
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$
|
265,482
|
|
Operating income
|
|
155,673
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|
|
152,979
|
|
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113,221
|
|
|
100,281
|
|
|
88,714
|
|
|||||
Net income from continuing operations
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|
$
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96,720
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|
|
$
|
93,139
|
|
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$
|
100,618
|
|
|
$
|
93,847
|
|
|
$
|
79,533
|
|
Net income per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
3.17
|
|
|
$
|
2.97
|
|
|
$
|
3.19
|
|
|
$
|
2.88
|
|
|
$
|
2.29
|
|
Diluted
|
|
$
|
3.16
|
|
|
$
|
2.95
|
|
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$
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3.17
|
|
|
$
|
2.86
|
|
|
$
|
2.28
|
|
Shares used in computing per share data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
30,511
|
|
|
31,393
|
|
|
31,552
|
|
|
32,603
|
|
|
34,668
|
|
|||||
Diluted
|
|
30,594
|
|
|
31,534
|
|
|
31,719
|
|
|
32,863
|
|
|
34,901
|
|
|||||
Cash dividend per common share
|
|
$
|
0.30
|
|
|
$
|
0.30
|
|
|
$
|
0.30
|
|
|
$
|
0.30
|
|
|
$
|
0.30
|
|
Financial Position:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
1,591,619
|
|
|
$
|
1,610,947
|
|
|
$
|
1,113,013
|
|
|
$
|
803,755
|
|
|
$
|
675,989
|
|
Short-term debt*
|
|
23,650
|
|
|
19,053
|
|
|
14,500
|
|
|
12,500
|
|
|
600
|
|
|||||
Long-term debt*
|
|
693,498
|
|
|
700,709
|
|
|
385,779
|
|
|
260,279
|
|
|
206,465
|
|
|||||
Redeemable common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stockholders’ equity
|
|
$
|
599,445
|
|
|
$
|
544,437
|
|
|
$
|
533,759
|
|
|
$
|
438,636
|
|
|
$
|
408,971
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
*Excluding amounts related to deferred financing costs
|
|
|
Key Performance Indicators
Twelve Months Ended December 31,
|
||||||||||
(In thousands except per share data)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenue
|
|
$
|
580,615
|
|
|
$
|
497,826
|
|
|
$
|
363,971
|
|
Revenue growth
|
|
17
|
%
|
|
37
|
%
|
|
22
|
%
|
|||
Operating income
|
|
$
|
155,673
|
|
|
$
|
152,979
|
|
|
$
|
113,221
|
|
Net income attributable to Ebix, Inc.
|
|
$
|
96,720
|
|
|
$
|
93,139
|
|
|
$
|
100,618
|
|
Diluted earnings per share
|
|
$
|
3.16
|
|
|
$
|
2.95
|
|
|
$
|
3.17
|
|
Cash provided by operating activities
|
|
$
|
60,793
|
|
|
$
|
87,286
|
|
|
$
|
76,807
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(In thousands)
|
||||||||||
Operating revenue:
|
|
$
|
580,615
|
|
|
$
|
497,826
|
|
|
$
|
363,971
|
|
Operating expenses:
|
|
|
|
|
|
|
||||||
Costs of services provided
|
|
205,165
|
|
|
168,415
|
|
|
129,494
|
|
|||
Product development
|
|
45,302
|
|
|
39,078
|
|
|
33,854
|
|
|||
Sales and marketing
|
|
19,578
|
|
|
17,587
|
|
|
16,303
|
|
|||
General and administrative, net (see Note 1)
|
|
140,429
|
|
|
108,475
|
|
|
59,976
|
|
|||
Amortization and depreciation
|
|
14,468
|
|
|
11,292
|
|
|
11,123
|
|
|||
Total operating expenses
|
|
424,942
|
|
|
344,847
|
|
|
250,750
|
|
|||
Operating income
|
|
155,673
|
|
|
152,979
|
|
|
113,221
|
|
|||
Interest income (expense), net
|
|
(41,703
|
)
|
|
(26,665
|
)
|
|
(11,672
|
)
|
|||
Other non-operating income
|
|
337
|
|
|
60
|
|
|
—
|
|
|||
Non-operating expense - securities litigation
|
|
(21,140
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign exchange gain (loss), net
|
|
(2,376
|
)
|
|
(792
|
)
|
|
1,811
|
|
|||
Income before taxes
|
|
90,791
|
|
|
125,582
|
|
|
103,360
|
|
|||
Income tax expense
|
|
(220
|
)
|
|
(32,501
|
)
|
|
(777
|
)
|
|||
Net income including noncontrolling interest
|
|
$
|
90,571
|
|
|
$
|
93,081
|
|
|
$
|
102,583
|
|
Net income attributable to noncontrolling interest
|
|
(6,149
|
)
|
|
$
|
(58
|
)
|
|
$
|
1,965
|
|
|
Net income attributable to Ebix, Inc.
|
|
$
|
96,720
|
|
|
$
|
93,139
|
|
|
$
|
100,618
|
|
|
For the Year Ended
|
|||||||
|
December 31,
|
|||||||
(In thousands)
|
|
2019
|
|
2018
|
||||
EbixCash Exchanges
|
|
319,953
|
|
|
217,457
|
|
||
Insurance Exchanges
|
|
190,067
|
|
|
192,604
|
|
||
Risk Compliance Solutions
|
|
70,595
|
|
|
87,765
|
|
||
Totals
|
|
$
|
580,615
|
|
|
$
|
497,826
|
|
•
|
2019 and 2018 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. Growth in revenues of the acquired entities after acquisition date is 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 acquired through the acquisition customer base, has also been assigned to the acquired section of our business.
|
•
|
2018 pro forma revenues include revenues from some product lines whose sale was discontinued after the acquisition date and revenues from some customers whose contracts were discontinued. This is typically done for efficiency and/or competitive reasons.
|
(In thousands)
|
|
Pre-tax income
|
|
Statutory tax rate
|
||
United States
|
|
(47,574
|
)
|
|
21.0
|
%
|
Canada
|
|
(134
|
)
|
|
26.5
|
%
|
Brazil
|
|
2,501
|
|
|
34.0
|
%
|
Australia
|
|
3,027
|
|
|
30.0
|
%
|
Singapore
|
|
6,276
|
|
|
17.0
|
%
|
New Zealand
|
|
1,986
|
|
|
28.0
|
%
|
India
|
|
57,489
|
|
|
34.6
|
%
|
Mauritius
|
|
15,257
|
|
|
3.0
|
%
|
United Kingdom
|
|
1,116
|
|
|
19.0
|
%
|
Sweden
|
|
5,038
|
|
|
22.0
|
%
|
Thailand
|
|
(29
|
)
|
|
20.0
|
%
|
Dubai
|
|
45,838
|
|
|
—
|
%
|
Total
|
|
90,791
|
|
|
|
|
|
Payment Due by Period
|
||||||||||||||||||
|
|
Total
|
|
Less Than
1 Year
|
|
1 - 3 Years
|
|
3 - 5 Years
|
|
More than
5 years
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Revolving line of credit
|
|
$
|
438,037
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
438,037
|
|
|
$
|
—
|
|
Short and long-term debt
|
|
279,111
|
|
|
23,650
|
|
|
50,836
|
|
|
204,625
|
|
|
—
|
|
|||||
Operating leases
|
|
22,432
|
|
|
7,289
|
|
|
9,061
|
|
|
4,491
|
|
|
1,591
|
|
|||||
Capital leases
|
|
727
|
|
|
201
|
|
|
350
|
|
|
176
|
|
|
—
|
|
|||||
Non-Cancelable Operating leases
|
|
97,774
|
|
|
27,496
|
|
|
48,544
|
|
|
21,734
|
|
|
—
|
|
|||||
Total
|
|
$
|
838,081
|
|
|
$
|
58,636
|
|
|
$
|
108,791
|
|
|
$
|
669,063
|
|
|
$
|
1,591
|
|
•
|
identification of the contract, or contracts, with a customer;
|
•
|
identification of the performance obligations in the contract;
|
•
|
determination of the transaction price;
|
•
|
allocation of the transaction price to the performance obligations in the contract; and
|
•
|
recognition of revenue when, or as, we satisfy a performance obligation.
|
•
|
Determination of whether products and services are considered distinct performance obligations that should be accounted for together versus separately, such as non-refundable upfront fees or customization related to the setup of the Company’s proprietary SaaS and the related use of the SaaS.
|
•
|
Determination of stand-alone selling prices (SSP) for each distinct performance obligation and for products and services that are not sold separately based on internal and external data.
|
•
|
The pattern of delivery (i.e., timing of when revenue is recognized) for each distinct performance obligation.
|
•
|
Determination of the contract duration, which considers the significance of the upfront fees in the context of the contract and which may, therefore, exceed the initial contracted term.
|
•
|
We obtained an understanding of the relevant controls related to new SaaS contracts and tested such controls for design and operating effectiveness, including management review controls related to identifying distinct performance obligations, determining the initial transaction price and the SSP over each of the identified performance obligation and determining the contract duration period.
|
•
|
Evaluated the Company’s policies in accordance with the applicable accounting standards.
|
•
|
Selected a sample of customer agreements and performed the following procedures:
|
◦
|
Obtained and read contract source documents for each selection, including master agreements, statements of work, and other documents that were part of the agreement.
|
◦
|
Tested management’s identification of significant terms for completeness, including the identification of distinct performance obligations and contract duration.
|
◦
|
Assessed the terms in the customer agreement and evaluated the appropriateness of management’s application of Company accounting policies, along with the use of estimates, in the determination of revenue recognition conclusions.
|
•
|
Evaluated the reasonableness of management’s approach and the inputs used to determine SSP for products and services that were not sold separately and tested the completeness and accuracy of the data used in determining the SSP.
|
•
|
Tested the mathematical accuracy of management’s calculations of revenue and the associated timing of revenue recognized in the financial statements.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands, except per share amounts)
|
||||||||||
Operating revenue:
|
$
|
580,615
|
|
|
$
|
497,826
|
|
|
$
|
363,971
|
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Costs of services provided
|
205,165
|
|
|
168,415
|
|
|
129,494
|
|
|||
Product development
|
45,302
|
|
|
39,078
|
|
|
33,854
|
|
|||
Sales and marketing
|
19,578
|
|
|
17,587
|
|
|
16,303
|
|
|||
General and administrative, net (see Note 3)
|
140,429
|
|
|
108,475
|
|
|
59,976
|
|
|||
Amortization and depreciation
|
14,468
|
|
|
11,292
|
|
|
11,123
|
|
|||
Total operating expenses
|
424,942
|
|
|
344,847
|
|
|
250,750
|
|
|||
|
|
|
|
|
|
||||||
Operating income
|
155,673
|
|
|
152,979
|
|
|
113,221
|
|
|||
Interest income
|
629
|
|
|
436
|
|
|
1,711
|
|
|||
Interest expense
|
(42,332
|
)
|
|
(27,101
|
)
|
|
(13,383
|
)
|
|||
Non-operating income
|
337
|
|
|
60
|
|
|
—
|
|
|||
Non-operating expense - litigation settlement (see Note 6)
|
(21,140
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign currency exchange (loss) gain
|
(2,376
|
)
|
|
(792
|
)
|
|
1,811
|
|
|||
Income before income taxes
|
90,791
|
|
|
125,582
|
|
|
103,360
|
|
|||
Income tax provision
|
(220
|
)
|
|
(32,501
|
)
|
|
(777
|
)
|
|||
Net income including noncontrolling interest
|
$
|
90,571
|
|
|
$
|
93,081
|
|
|
$
|
102,583
|
|
Net (loss) income attributable to noncontrolling interest (see Note 18)
|
(6,149
|
)
|
|
(58
|
)
|
|
1,965
|
|
|||
Net income attributable to Ebix, Inc.
|
$
|
96,720
|
|
|
$
|
93,139
|
|
|
$
|
100,618
|
|
Basic earnings per common share
|
$
|
3.17
|
|
|
$
|
2.97
|
|
|
$
|
3.19
|
|
Diluted earnings per common share
|
$
|
3.16
|
|
|
$
|
2.95
|
|
|
$
|
3.17
|
|
Basic weighted average shares outstanding
|
30,511
|
|
|
31,393
|
|
|
31,552
|
|
|||
Diluted weighted average shares outstanding
|
30,594
|
|
|
31,534
|
|
|
31,719
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(In thousands)
|
||||||||||
Net income including noncontrolling interest
|
|
$
|
90,571
|
|
|
$
|
93,081
|
|
|
$
|
102,583
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
(15,021
|
)
|
|
(39,354
|
)
|
|
9,654
|
|
|||
Total other comprehensive (loss) income
|
|
(15,021
|
)
|
|
(39,354
|
)
|
|
9,654
|
|
|||
Comprehensive income
|
|
$
|
75,550
|
|
|
$
|
53,727
|
|
|
$
|
112,237
|
|
Comprehensive (loss) income attributable to noncontrolling interest (see Note 18)
|
|
(6,149
|
)
|
|
(58
|
)
|
|
1,965
|
|
|||
Comprehensive income attributable to Ebix, Inc.
|
|
$
|
81,699
|
|
|
$
|
53,785
|
|
|
$
|
110,272
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands, except share and per share amounts)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
73,228
|
|
|
$
|
137,858
|
|
Receivables from service providers
|
25,607
|
|
|
36,557
|
|
||
Short-term investments
|
4,443
|
|
|
31,192
|
|
||
Restricted cash
|
35,051
|
|
|
8,317
|
|
||
Fiduciary funds - restricted
|
4,966
|
|
|
6,491
|
|
||
Trade accounts receivable, less allowances of $21,696 and $6,969, respectively
|
153,565
|
|
|
147,691
|
|
||
Other current assets
|
67,074
|
|
|
59,274
|
|
||
Total current assets
|
363,934
|
|
|
427,380
|
|
||
Property and equipment, net
|
48,421
|
|
|
47,960
|
|
||
Right-of-use assets
|
19,544
|
|
|
—
|
|
||
Goodwill
|
952,404
|
|
|
946,685
|
|
||
Intangibles, net
|
46,955
|
|
|
51,448
|
|
||
Indefinite-lived intangibles
|
42,055
|
|
|
42,055
|
|
||
Capitalized software development costs, net
|
19,183
|
|
|
14,076
|
|
||
Deferred tax assets, net
|
69,227
|
|
|
54,629
|
|
||
Other assets
|
29,896
|
|
|
26,714
|
|
||
Total assets
|
$
|
1,591,619
|
|
|
$
|
1,610,947
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
84,735
|
|
|
$
|
111,895
|
|
Payables to service agents
|
12,196
|
|
|
25,651
|
|
||
Accrued payroll and related benefits
|
8,755
|
|
|
9,227
|
|
||
Working capital facility
|
28,352
|
|
|
10,516
|
|
||
Fiduciary funds - restricted
|
4,966
|
|
|
6,491
|
|
||
Short-term debt
|
1,167
|
|
|
3,990
|
|
||
Contingent liability for earn-out acquisition consideration
|
8,621
|
|
|
13,767
|
|
||
Current portion of long-term debt, net of deferred financing costs of $575 and $575, respectively
|
22,091
|
|
|
14,603
|
|
||
Contract liabilities
|
28,712
|
|
|
35,609
|
|
||
Lease liability
|
5,955
|
|
|
—
|
|
||
Other current liabilities
|
29,335
|
|
|
85,679
|
|
||
Total current liabilities
|
234,885
|
|
|
317,428
|
|
||
Revolving line of credit
|
438,037
|
|
|
424,537
|
|
||
Long-term debt, less current portion, net of deferred financing costs of $1,534 and $1,811, respectively
|
254,467
|
|
|
274,716
|
|
||
Contingent liability for earn-out acquisition consideration
|
1,474
|
|
|
11,209
|
|
||
Contract liabilities
|
8,541
|
|
|
9,051
|
|
||
Lease liability
|
13,196
|
|
|
438
|
|
||
Deferred tax liability, net
|
1,235
|
|
|
1,282
|
|
||
Other liabilities
|
40,339
|
|
|
27,849
|
|
||
Total liabilities
|
992,174
|
|
|
1,066,510
|
|
||
Commitments and Contingencies, Note 6
|
|
|
|
|
|
||
|
|
|
|
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $.10 par value, 500,000 shares authorized, no shares issued and outstanding at December 31, 2019 and 2018
|
—
|
|
|
—
|
|
||
Series Y Convertible preferred stock, $0.10 par value, 350,000 shares authorized, no shares issued and outstanding at December 31, 2019 and no shares authorized, issued and outstanding at December 31, 2018
|
—
|
|
|
—
|
|
||
Common stock, $.10 par value, 220,000,000 shares authorized, 30,492,044 issued and outstanding at December 31, 2019 and 30,567,725 issued and outstanding at December 31, 2018
|
3,049
|
|
|
3,057
|
|
||
Additional paid-in capital
|
6,960
|
|
|
3,397
|
|
||
Retained earnings
|
618,503
|
|
|
535,118
|
|
||
Accumulated other comprehensive loss
|
(78,398
|
)
|
|
(63,377
|
)
|
||
Total Ebix, Inc. stockholders’ equity
|
550,114
|
|
|
478,195
|
|
||
Noncontrolling interest (see Note 18)
|
49,331
|
|
|
66,242
|
|
||
Total stockholders' equity
|
599,445
|
|
|
544,437
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,591,619
|
|
|
$
|
1,610,947
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Issued
Shares
|
|
Amount
|
|
Additional Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated Other Comprehensive
Loss
|
|
Noncontrol-ling interest
|
|
Total
|
|||||||||||||
|
(In thousands, except per share amounts)
|
|||||||||||||||||||||||||
Balance, January 1, 2017
|
32,093,294
|
|
|
$
|
3,209
|
|
|
$
|
—
|
|
|
$
|
457,364
|
|
|
$
|
(33,677
|
)
|
|
$
|
11,740
|
|
|
438,636
|
|
|
Net income attributable to Ebix, Inc.
|
—
|
|
|
—
|
|
|
—
|
|
|
100,618
|
|
|
—
|
|
|
—
|
|
|
100,618
|
|
||||||
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,965
|
|
|
1,965
|
|
||||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,654
|
|
|
—
|
|
|
9,654
|
|
||||||
Exercise of stock options
|
3,500
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
||||||
Deferred compensation and amortization related to options and restricted stock
|
—
|
|
|
—
|
|
|
2,818
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,818
|
|
||||||
Repurchase and retirement of common stock
|
(687,048
|
)
|
|
(68
|
)
|
|
(1,852
|
)
|
|
(37,462
|
)
|
|
—
|
|
|
—
|
|
|
(39,382
|
)
|
||||||
Vesting of restricted stock
|
72,816
|
|
|
7
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Forfeiture of certain shares to satisfy exercise costs and the recipients income tax obligations related to stock options exercised and restricted stock vested
|
(6,134
|
)
|
|
—
|
|
|
(398
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(398
|
)
|
||||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,778
|
|
|
27,778
|
|
||||||
Capital Contribution to joint venture, loans
converted to capital contribution
|
—
|
|
|
—
|
|
|
797
|
|
|
—
|
|
|
—
|
|
|
766
|
|
|
1,563
|
|
||||||
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,545
|
)
|
|
—
|
|
|
—
|
|
|
(9,545
|
)
|
||||||
Balance, December 31, 2017
|
31,476,428
|
|
|
$
|
3,148
|
|
|
$
|
1,410
|
|
|
$
|
510,975
|
|
|
$
|
(24,023
|
)
|
|
$
|
42,249
|
|
|
$
|
533,759
|
|
Cumulative effect of accounting change (adoption of Topic 606), net of tax effect
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,714
|
)
|
|
—
|
|
|
—
|
|
|
(8,714
|
)
|
||||||
Cumulative effect of accounting change (adoption of ASC 340-40), net of tax effect
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,446
|
)
|
|
—
|
|
|
—
|
|
|
(1,446
|
)
|
||||||
Net income attributable to Ebix, Inc.
|
—
|
|
|
—
|
|
|
—
|
|
|
93,139
|
|
|
—
|
|
|
|
|
93,139
|
|
|||||||
Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58
|
)
|
|
(58
|
)
|
||||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,354
|
)
|
|
—
|
|
|
(39,354
|
)
|
||||||
Exercise of stock options
|
27,999
|
|
|
3
|
|
|
436
|
|
|
|
|
|
|
—
|
|
|
439
|
|
||||||||
Repurchase and retirement of common stock
|
(996,773
|
)
|
|
(100
|
)
|
|
—
|
|
|
(49,520
|
)
|
|
—
|
|
|
—
|
|
|
(49,620
|
)
|
||||||
Deferred compensation and amortization related to options and restricted stock
|
—
|
|
|
—
|
|
|
2,811
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,811
|
|
||||||
Vesting of restricted stock
|
68,946
|
|
|
6
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Forfeiture of certain shares to satisfy exercise costs and the recipients income tax obligations related to stock options exercised and restricted stock vested
|
(8,875
|
)
|
|
—
|
|
|
(467
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(467
|
)
|
||||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
(787
|
)
|
|
—
|
|
|
—
|
|
|
24,051
|
|
|
23,264
|
|
||||||
Common stock dividends paid, $0.30 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,316
|
)
|
|
—
|
|
|
—
|
|
|
(9,316
|
)
|
||||||
Balance, December 31, 2018
|
30,567,725
|
|
|
$
|
3,057
|
|
|
$
|
3,397
|
|
|
$
|
535,118
|
|
|
$
|
(63,377
|
)
|
|
$
|
66,242
|
|
|
$
|
544,437
|
|
Net income attributable to Ebix, Inc.
|
—
|
|
|
—
|
|
|
—
|
|
|
96,720
|
|
|
—
|
|
|
—
|
|
|
96,720
|
|
||||||
Net loss attributable to noncontrolling
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,149
|
)
|
|
(6,149
|
)
|
||||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,021
|
)
|
|
—
|
|
|
(15,021
|
)
|
||||||
Repurchase and retirement of common stock
|
(95,000
|
)
|
|
(10
|
)
|
|
—
|
|
|
(4,142
|
)
|
|
—
|
|
|
—
|
|
|
(4,152
|
)
|
||||||
Deferred compensation and amortization related to options and restricted stock
|
—
|
|
|
—
|
|
|
3,397
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,397
|
|
||||||
Vesting of restricted stock
|
24,107
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Forfeiture of certain shares to satisfy exercise costs and the recipients income tax obligations related to stock options exercised and restricted stock vested
|
(4,788
|
)
|
|
—
|
|
|
(230
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(230
|
)
|
||||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
398
|
|
|
—
|
|
|
—
|
|
|
(10,762
|
)
|
|
(10,364
|
)
|
||||||
Common stock dividends paid, $0.30 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,193
|
)
|
|
—
|
|
|
|
|
(9,193
|
)
|
|||||||
Balance, December 31, 2019
|
30,492,044
|
|
|
$
|
3,049
|
|
|
$
|
6,960
|
|
|
$
|
618,503
|
|
|
$
|
(78,398
|
)
|
|
$
|
49,331
|
|
|
$
|
599,445
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income attributable to Ebix, Inc.
|
$
|
96,720
|
|
|
$
|
93,139
|
|
|
$
|
100,618
|
|
Net (loss) income attributable to noncontrolling interest
|
(6,149
|
)
|
|
(58
|
)
|
|
1,965
|
|
|||
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
14,468
|
|
|
11,292
|
|
|
11,123
|
|
|||
Provision for doubtful accounts
|
12,325
|
|
|
3,571
|
|
|
1,713
|
|
|||
Provision for deferred taxes, net of acquisitions and effects of currency translation
|
(15,525
|
)
|
|
(13,043
|
)
|
|
(13,667
|
)
|
|||
Unrealized foreign exchange losses
|
1,104
|
|
|
606
|
|
|
1,387
|
|
|||
Amortization of right-of-use assets
|
7,144
|
|
|
—
|
|
|
—
|
|
|||
Amortization of capitalized software development costs
|
2,696
|
|
|
2,233
|
|
|
2,175
|
|
|||
Share-based compensation
|
3,397
|
|
|
2,811
|
|
|
2,818
|
|
|||
Reduction of acquisition earn-out contingent liability
|
(16,543
|
)
|
|
(1,391
|
)
|
|
(164
|
)
|
|||
Changes in current assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(22,977
|
)
|
|
15,839
|
|
|
(34,245
|
)
|
|||
Receivables from service providers
|
10,950
|
|
|
(36,557
|
)
|
|
—
|
|
|||
Payables to service agents
|
(13,455
|
)
|
|
25,651
|
|
|
—
|
|
|||
Other assets
|
(8,351
|
)
|
|
(8,486
|
)
|
|
(2,133
|
)
|
|||
Accounts payable and accrued expenses
|
(19,624
|
)
|
|
(11,787
|
)
|
|
7,958
|
|
|||
Accrued payroll and related benefits
|
(661
|
)
|
|
(788
|
)
|
|
(3,979
|
)
|
|||
Lease liabilities
|
(6,878
|
)
|
|
(360
|
)
|
|
(413
|
)
|
|||
Reserve for potential uncertain income tax return positions
|
(95
|
)
|
|
149
|
|
|
5,879
|
|
|||
Other liabilities
|
30,396
|
|
|
13,205
|
|
|
252
|
|
|||
Contract liabilities
|
(8,149
|
)
|
|
(8,740
|
)
|
|
(4,480
|
)
|
|||
Net cash provided by operating activities
|
60,793
|
|
|
87,286
|
|
|
76,807
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Cash paid for acquisitions, net of cash acquired
|
(105,466
|
)
|
|
(232,557
|
)
|
|
(192,161
|
)
|
|||
Cash (paid to) received from Paul Merchants for 10% stake in MTSS combined business and other investment
|
(5,348
|
)
|
|
4,996
|
|
|
—
|
|
|||
Payment of acquisition earn-out contingency
|
—
|
|
|
(3,831
|
)
|
|
(1,921
|
)
|
|||
Maturities (purchases) of marketable securities
|
27,015
|
|
|
(4,087
|
)
|
|
1,201
|
|
|||
Capitalized software development costs
|
(7,989
|
)
|
|
(8,079
|
)
|
|
(2,805
|
)
|
|||
Capital expenditures
|
(4,908
|
)
|
|
(8,032
|
)
|
|
(7,385
|
)
|
|||
Net cash used in investing activities
|
(96,696
|
)
|
|
(251,590
|
)
|
|
(203,071
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from / (payment) to line of credit, net
|
13,500
|
|
|
150,008
|
|
|
120,500
|
|
|||
Proceeds from term loan
|
—
|
|
|
175,500
|
|
|
20,000
|
|
|||
Principal payments on term loan obligation
|
(15,063
|
)
|
|
(10,016
|
)
|
|
(13,000
|
)
|
|||
Payments on short-term notes, net
|
6,450
|
|
|
(8,341
|
)
|
|
—
|
|
|||
Working capital facility
|
19,079
|
|
|
(8,094
|
)
|
|
6,162
|
|
|||
Repurchase of common stock
|
(12,952
|
)
|
|
(40,820
|
)
|
|
(45,732
|
)
|
Payments of long term debt
|
(686
|
)
|
|
(80
|
)
|
|
—
|
|
|||
Payments for capital lease obligations
|
—
|
|
|
(6
|
)
|
|
(11
|
)
|
|||
Proceeds from exercise of common stock options
|
—
|
|
|
439
|
|
|
52
|
|
|||
Forfeiture of certain shares to satisfy exercise costs and the recipients income tax obligations related to stock options exercised and restricted stock vested
|
(230
|
)
|
|
(467
|
)
|
|
(398
|
)
|
|||
Dividends paid
|
(9,193
|
)
|
|
(9,316
|
)
|
|
(9,545
|
)
|
|||
Net cash (used) provided by financing activities
|
905
|
|
|
248,807
|
|
|
78,028
|
|
|||
Effect of foreign exchange rates on cash and cash equivalents
|
(3,314
|
)
|
|
(5,689
|
)
|
|
2,162
|
|
|||
Net change in cash and cash equivalents, and restricted cash
|
(38,312
|
)
|
|
78,814
|
|
|
(46,074
|
)
|
|||
Cash and cash equivalents, and restricted cash at the beginning of the year
|
149,681
|
|
|
70,867
|
|
|
116,941
|
|
|||
Cash and cash equivalents, and restricted cash at the end of the year
|
$
|
111,369
|
|
|
$
|
149,681
|
|
|
$
|
70,867
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Interest paid
|
41,143
|
|
|
25,690
|
|
|
12,552
|
|
|||
Income taxes paid
|
24,041
|
|
|
10,149
|
|
|
10,426
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Cash and cash equivalents
|
$
|
73,228
|
|
|
$
|
137,858
|
|
|
63,895
|
|
|
Restricted cash
|
35,051
|
|
|
8,317
|
|
|
4,040
|
|
|||
Restricted cash included in other long-term assets
|
3,090
|
|
|
3,506
|
|
|
2,932
|
|
|||
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows
|
$
|
111,369
|
|
|
$
|
149,681
|
|
|
$
|
70,867
|
|
•
|
Level 1 — Unadjusted quoted prices available in active markets for identical investments to the reporting entity at the measurement date.
|
•
|
Level 2 — Other than quoted prices included in Level 1 inputs, which are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
|
•
|
Level 3 — 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.
|
•
|
Short-term investments (commercial bank certificates of deposits and mutual funds), 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 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.
|
|
|
|
|
|
|
|
(In thousands)
|
|
Fair Value at December 31, 2019
|
|
Valuation Technique
|
|
Significant Unobservable
Input
|
Contingent acquisition consideration:
(Wdev, Miles, Zillious, and Essel
acquisitions)
|
|
$10,095
|
|
Discounted cash flow
|
|
Expected future annual revenue streams and probability of achievement
|
|
|
|
|
|
|
|
(In thousands)
|
|
Fair Value at December 31, 2018
|
|
Valuation Technique
|
|
Significant Unobservable
Input
|
Contingent acquisition consideration:
(Wdev, ItzCash, Indus and Miles acquisitions)
|
|
$24,976
|
|
Discounted cash flow
|
|
Expected future annual revenue streams and probability of achievement
|
•
|
identification of the contract, or contracts, with a customer;
|
•
|
identification of the performance obligations in the contract;
|
•
|
determination of the transaction price;
|
•
|
allocation of the transaction price to the performance obligations in the contract; and
|
•
|
recognition of revenue when, or as, we satisfy a performance obligation.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(In thousands)
|
||||||||||
United States
|
|
$
|
182,530
|
|
|
$
|
196,984
|
|
|
$
|
211,895
|
|
Canada
|
|
4,805
|
|
|
5,611
|
|
|
7,522
|
|
|||
Latin America
|
|
19,755
|
|
|
19,866
|
|
|
21,128
|
|
|||
Australia
|
|
33,268
|
|
|
35,770
|
|
|
34,366
|
|
|||
Singapore*
|
|
6,549
|
|
|
7,674
|
|
|
6,330
|
|
|||
New Zealand
|
|
1,955
|
|
|
2,015
|
|
|
1,933
|
|
|||
India*
|
|
300,678
|
|
|
196,372
|
|
|
61,857
|
|
|||
Europe
|
|
14,695
|
|
|
15,387
|
|
|
17,062
|
|
|||
Indonesia*
|
|
9,706
|
|
|
7,482
|
|
|
1,055
|
|
|||
Philippines*
|
|
5,991
|
|
|
6,483
|
|
|
623
|
|
|||
United Arab Emirates*
|
|
683
|
|
|
1,042
|
|
|
200
|
|
|||
Mauritius*
|
|
—
|
|
|
3,140
|
|
|
—
|
|
|||
|
|
$
|
580,615
|
|
|
$
|
497,826
|
|
|
$
|
363,971
|
|
|
|
|
|
|
|
|
||||||
*Primarily India led businesses for which total revenue was $320.0 million, $217.5 million and $64.3 million for the years ended December 31, 2019, 2018, and 2017, respectively.
|
|
For the Year Ended
|
|||||||||||
|
December 31,
|
|||||||||||
(In thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
EbixCash Exchanges
|
|
$
|
319,953
|
|
|
$
|
217,457
|
|
|
$
|
64,324
|
|
Insurance Exchanges
|
|
190,067
|
|
|
192,604
|
|
|
200,508
|
|
|||
Risk Compliance Solutions
|
|
70,595
|
|
|
87,765
|
|
|
99,139
|
|
|||
Totals
|
|
$
|
580,615
|
|
|
$
|
497,826
|
|
|
$
|
363,971
|
|
(In thousands)
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Balance, beginning of period
|
|
$
|
2,238
|
|
|
$
|
2,401
|
|
Costs recognized from beginning balance
|
|
(708
|
)
|
|
(898
|
)
|
||
Additions, net of costs recognized
|
|
367
|
|
|
735
|
|
||
Balance, end of period
|
|
$
|
1,897
|
|
|
$
|
2,238
|
|
(In thousands)
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Balance, beginning of period
|
|
$
|
44,660
|
|
|
$
|
38,030
|
|
Revenue recognized from beginning balance
|
|
(31,507
|
)
|
|
(21,697
|
)
|
||
Additions from business acquisitions
|
|
769
|
|
|
16,273
|
|
||
Additions, net of revenue recognized and currency translation
|
|
23,331
|
|
|
12,054
|
|
||
Balance, end of period
|
|
$
|
37,253
|
|
|
$
|
44,660
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(In thousands)
|
||||||
Beginning Balance
|
$
|
946,685
|
|
|
$
|
666,863
|
|
Additions for current year acquisitions
|
17,931
|
|
|
317,410
|
|
||
Adjustments for final purchase accounting
|
741
|
|
|
(11,080
|
)
|
||
Foreign currency translation adjustments
|
(12,953
|
)
|
|
(26,508
|
)
|
||
Ending Balance
|
$
|
952,404
|
|
|
$
|
946,685
|
|
|
Life
|
|
Category
|
(years)
|
|
Customer relationships
|
7-20
|
|
Developed technology
|
3-12
|
|
Airport contract
|
9
|
|
Store networks
|
5
|
|
Dealer networks
|
15-20
|
|
Brand
|
15
|
|
Trademarks
|
3-15
|
|
Non-compete agreements
|
5
|
|
Database
|
10
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Finite-lived intangible assets:
|
|
|
|
||||
Customer relationships
|
$
|
83,012
|
|
|
$
|
80,070
|
|
Developed technology
|
19,979
|
|
|
19,176
|
|
||
Dealer networks
|
6,726
|
|
|
6,315
|
|
||
Airport Contract
|
4,635
|
|
|
4,752
|
|
||
Store Networks
|
2,500
|
|
|
821
|
|
||
Trademarks
|
2,689
|
|
|
2,677
|
|
||
Brand
|
918
|
|
|
864
|
|
||
Non-compete agreements
|
764
|
|
|
764
|
|
||
Backlog
|
140
|
|
|
140
|
|
||
Database
|
212
|
|
|
212
|
|
||
Total intangibles
|
121,575
|
|
|
115,791
|
|
||
Accumulated amortization
|
(74,620
|
)
|
|
(64,343
|
)
|
||
Finite-lived intangibles, net
|
$
|
46,955
|
|
|
$
|
51,448
|
|
|
|
|
|
||||
Indefinite-lived intangibles:
|
|
|
|
||||
Customer/territorial relationships
|
$
|
42,055
|
|
|
$
|
42,055
|
|
|
|
For the year ended
December 31,
|
||||||||||
|
|
(In thousands, except per share amounts)
|
||||||||||
Earnings per share:
|
|
2019
|
|
2018
|
|
2017
|
||||||
Basic earnings per common share
|
|
$
|
3.17
|
|
|
$
|
2.97
|
|
|
$
|
3.19
|
|
Diluted earnings per common share
|
|
$
|
3.16
|
|
|
$
|
2.95
|
|
|
$
|
3.17
|
|
Basic weighted average shares outstanding
|
|
30,511
|
|
|
31,393
|
|
|
31,552
|
|
|||
Diluted weighted average shares outstanding
|
|
30,594
|
|
|
31,534
|
|
|
31,719
|
|
|
|
For the year ended
December 31,
|
|||||||
|
|
(In thousands)
|
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
Basic weighted average shares outstanding
|
|
30,511
|
|
|
31,393
|
|
|
31,552
|
|
Incremental shares for common stock equivalents
|
|
83
|
|
|
141
|
|
|
167
|
|
Diluted shares outstanding
|
|
30,594
|
|
|
31,534
|
|
|
31,719
|
|
|
|
December 31,
|
||||||
(In thousands)
|
|
2019
|
|
2018
|
||||
Fair value of total consideration transferred
|
|
|
|
|
||||
Cash
|
|
$
|
105,391
|
|
|
$
|
250,769
|
|
Consideration payable upon certain conditions being met
|
|
—
|
|
|
72,933
|
|
||
Contingent earn-out consideration arrangement (net)
|
|
1,922
|
|
|
(5,137
|
)
|
||
Total consideration transferred
|
|
107,313
|
|
|
318,565
|
|
||
|
|
|
|
|
||||
Fair value of equity components recorded (not part of consideration)
|
|
|
|
|
||||
Recognition of noncontrolling interest of joint ventures
|
|
(10,258
|
)
|
|
23,500
|
|
||
Total equity components recorded
|
|
(10,258
|
)
|
|
23,500
|
|
||
|
|
|
|
|
||||
Total consideration transferred and equity components recorded
|
|
$
|
97,055
|
|
|
$
|
342,065
|
|
|
|
|
|
|
||||
Fair value of assets acquired and liabilities assumed
|
|
|
|
|
||||
Cash, net of adjustment
|
|
$
|
(75
|
)
|
|
$
|
18,212
|
|
Other current assets
|
|
5,175
|
|
|
68,317
|
|
||
Property, plant, and equipment
|
|
231
|
|
|
2,176
|
|
||
Other long term assets
|
|
3,023
|
|
|
14,574
|
|
||
Intangible assets, definite lived
|
|
6,296
|
|
|
14,577
|
|
||
Capitalized software development costs
|
|
—
|
|
|
46
|
|
||
Deferred tax liability
|
|
12
|
|
|
854
|
|
||
Current and other liabilities, net of consideration transferred
|
|
63,721
|
|
|
(83,021
|
)
|
||
Net assets acquired, excludes goodwill
|
|
78,383
|
|
|
35,735
|
|
||
|
|
|
|
|
||||
Goodwill
|
|
18,672
|
|
|
306,330
|
|
||
|
|
|
|
|
||||
Total net assets acquired
|
|
$
|
97,055
|
|
|
$
|
342,065
|
|
|
|
December 31,
|
||||||||||
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
Weighted
Average
|
|
|
|
Weighted
Average
|
||||
Intangible asset category
|
|
Fair Value
|
|
Useful Life
|
|
Fair Value
|
|
Useful Life
|
||||
|
|
(In thousands)
|
|
(In years)
|
|
(In thousands)
|
|
(In years)
|
||||
Customer relationships
|
|
$
|
3,042
|
|
|
7.5
|
|
$
|
7,342
|
|
|
11.7
|
Developed technology
|
|
851
|
|
|
7.0
|
|
3,726
|
|
|
5.0
|
||
Agent network
|
|
582
|
|
|
10.2
|
|
—
|
|
|
0.0
|
||
Airport contracts
|
|
—
|
|
|
0.0
|
|
4,896
|
|
|
9.0
|
||
Store networks
|
|
—
|
|
|
0.0
|
|
846
|
|
|
9.0
|
||
Brand
|
|
78
|
|
|
5.0
|
|
369
|
|
|
4.0
|
||
Branch network
|
|
1,743
|
|
|
10.0
|
|
—
|
|
|
0.0
|
||
Purchase accounting adjustments for prior year acquisitions
|
|
—
|
|
|
0.0
|
|
(2,602
|
)
|
|
0.0
|
||
Total acquired intangible assets
|
|
$
|
6,296
|
|
|
8.0
|
|
$
|
14,577
|
|
|
9.2
|
Future Amortization Expenses (In thousands):
|
|
||
For the year ending December 31, 2020
|
$
|
9,380
|
|
For the year ending December 31, 2021
|
8,558
|
|
|
For the year ending December 31, 2022
|
8,107
|
|
|
For the year ending December 31, 2023
|
6,116
|
|
|
For the year ending December 31, 2024
|
4,355
|
|
|
Thereafter
|
10,439
|
|
|
|
|
|
|
|
$
|
46,955
|
|
|
|
As Reported
2019
|
|
Pro Forma
2019
|
|
As Reported
2018
|
|
Pro Forma
2018
|
||||||||
|
|
|
|
(unaudited)
|
|
|
|
(unaudited)
|
||||||||
|
|
(In thousands, except per share amounts)
|
||||||||||||||
Revenue
|
|
$
|
580,615
|
|
|
$
|
581,134
|
|
|
$
|
497,826
|
|
|
$
|
576,950
|
|
Net income attributable to Ebix, Inc.
|
|
$
|
96,720
|
|
|
$
|
96,678
|
|
|
$
|
93,139
|
|
|
$
|
96,230
|
|
Basic EPS
|
|
$
|
3.17
|
|
|
$
|
3.17
|
|
|
$
|
2.97
|
|
|
$
|
3.07
|
|
Diluted EPS
|
|
$
|
3.16
|
|
|
$
|
3.16
|
|
|
$
|
2.95
|
|
|
$
|
3.05
|
|
•
|
2019 and 2018 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. Growth in revenues of the acquired entities after acquisition date is 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 acquired through the acquisition customer base, has also been assigned to the acquired section of our business.
|
•
|
The impact from fluctuations of the exchange rates for the foreign currencies in the countries in which we conduct operations also partially affected reported revenues. During each of the years 2019 and 2018 the change in foreign currency exchange rates decreased consolidated operating revenues by $(9.3) million and $(6.9) million, respectively.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Weighted average fair values of stock options granted
|
$
|
12.68
|
|
|
$
|
11.80
|
|
|
$
|
15.38
|
|
Expected volatility
|
36.0
|
%
|
|
35.7
|
%
|
|
37.9
|
%
|
|||
Expected dividends
|
.65
|
%
|
|
.70
|
%
|
|
.56
|
%
|
|||
Weighted average risk-free interest rate
|
1.72
|
%
|
|
2.47
|
%
|
|
1.64
|
%
|
|||
Expected life of stock options (in years)
|
3.5
|
|
|
3.5
|
|
|
3.5
|
|
|
Shares
|
|
Weighted
Average
Exercise Price
|
|
Weighted
Average
Remaining
Contractual
Term (Years)
|
|
Aggregate Intrinsic
Value
|
|||||
|
|
|
|
|
|
|
(In thousands)
|
|||||
Outstanding at January 1, 2017
|
109,499
|
|
|
$
|
30.73
|
|
|
3.28
|
|
$
|
2,882
|
|
Granted
|
42,000
|
|
|
$
|
53.90
|
|
|
|
|
|
||
Exercised
|
(3,500
|
)
|
|
$
|
14.90
|
|
|
|
|
|
||
Canceled
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Outstanding at December 31, 2017
|
147,999
|
|
|
$
|
37.68
|
|
|
2.94
|
|
$
|
6,152
|
|
Granted
|
42,000
|
|
|
$
|
42.56
|
|
|
|
|
|
||
Exercised
|
(27,999
|
)
|
|
$
|
15.65
|
|
|
|
|
|
||
Canceled
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Outstanding at December 31, 2018
|
162,000
|
|
|
$
|
42.75
|
|
|
3.05
|
|
$
|
—
|
|
Granted
|
66,000
|
|
|
$
|
46.75
|
|
|
|
|
|
||
Exercised
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Canceled
|
(10,125
|
)
|
|
$
|
46.66
|
|
|
|
|
|
||
Outstanding at December 31, 2019
|
217,875
|
|
|
$
|
43.78
|
|
|
2.60
|
|
$
|
—
|
|
Exercisable at December 31, 2019
|
109,125
|
|
|
$
|
40.92
|
|
|
1.41
|
|
$
|
—
|
|
|
Non-Vested Number of Shares
|
|
Weighted
Average
Exercise Price
|
|||
|
|
|
|
|||
Non-vested balance at January 1, 2017
|
74,625
|
|
|
$
|
36.35
|
|
Granted
|
42,000
|
|
|
$
|
53.90
|
|
Vested
|
(40,125
|
)
|
|
$
|
32.54
|
|
Canceled
|
—
|
|
|
$
|
—
|
|
Non-vested balance at December 31, 2017
|
76,500
|
|
|
$
|
47.99
|
|
Granted
|
42,000
|
|
|
$
|
42.56
|
|
Vested
|
(36,750
|
)
|
|
$
|
43.52
|
|
Canceled
|
—
|
|
|
$
|
—
|
|
Non-vested balance at December 31, 2018
|
81,750
|
|
|
$
|
47.21
|
|
Granted
|
66,000
|
|
|
$
|
46.75
|
|
Vested
|
(28,875
|
)
|
|
$
|
48.46
|
|
Canceled
|
(10,125
|
)
|
|
$
|
46.66
|
|
Non-vested balance at December 31, 2019
|
108,750
|
|
|
$
|
46.65
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Exercise Prices
|
|
Number Outstanding
|
|
Weighted-Average Remaining Contractual Life (Years)
|
|
Weighted-Average Exercise Price
|
|
Number of Shares
|
|
Weighted-Average Exercise Price
|
||||||
$21.19
|
|
30,000
|
|
|
0.00
|
|
$
|
2.92
|
|
|
30,000
|
|
|
$
|
5.83
|
|
$28.59
|
|
6,000
|
|
|
0.01
|
|
$
|
0.79
|
|
|
6,000
|
|
|
$
|
1.57
|
|
$41.60
|
|
36,000
|
|
|
0.62
|
|
$
|
6.87
|
|
|
—
|
|
|
$
|
—
|
|
$42.56
|
|
36,000
|
|
|
0.66
|
|
$
|
7.03
|
|
|
9,000
|
|
|
$
|
3.50
|
|
$49.22
|
|
40,875
|
|
|
0.25
|
|
$
|
9.23
|
|
|
38,625
|
|
|
$
|
17.42
|
|
$52.92
|
|
30,000
|
|
|
0.61
|
|
$
|
7.29
|
|
|
—
|
|
|
$
|
—
|
|
$53.90
|
|
39,000
|
|
|
0.45
|
|
$
|
9.65
|
|
|
25,500
|
|
|
$
|
12.60
|
|
|
|
217,875
|
|
|
2.60
|
|
$
|
43.78
|
|
|
109,125
|
|
|
$
|
40.92
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
US federal
|
$
|
1,378
|
|
|
$
|
22,353
|
|
|
$
|
2,390
|
|
US state
|
909
|
|
|
847
|
|
|
1,153
|
|
|||
Non US
|
12,861
|
|
|
15,212
|
|
|
8,266
|
|
|||
|
15,148
|
|
|
38,412
|
|
|
11,809
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
US federal
|
(3,781
|
)
|
|
5,617
|
|
|
(5,558
|
)
|
|||
US state
|
(3,107
|
)
|
|
(1,031
|
)
|
|
(976
|
)
|
|||
Non US
|
(8,040
|
)
|
|
(10,497
|
)
|
|
(4,498
|
)
|
|||
|
(14,928
|
)
|
|
(5,911
|
)
|
|
(11,032
|
)
|
|||
|
|
|
|
|
|
||||||
Total
|
$
|
220
|
|
|
$
|
32,501
|
|
|
$
|
777
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
US
|
$
|
(47,574
|
)
|
|
$
|
(36,202
|
)
|
|
$
|
(13,355
|
)
|
Non US
|
138,365
|
|
|
161,784
|
|
|
116,715
|
|
|||
Total
|
$
|
90,791
|
|
|
$
|
125,582
|
|
|
$
|
103,360
|
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Statutory US federal income tax rate
|
21.0
|
%
|
|
21.0
|
%
|
|
34.0
|
%
|
US state income taxes, net of federal benefit
|
(2.3
|
)%
|
|
(0.3
|
)%
|
|
(0.8
|
)%
|
Non-US tax rate differential
|
(13.6
|
)%
|
|
(15.2
|
)%
|
|
(28.7
|
)%
|
GILTI Related
|
18.6
|
%
|
|
15.1
|
%
|
|
—
|
%
|
SubPart F
|
—
|
%
|
|
0.7
|
%
|
|
—
|
%
|
Tax holidays
|
(6.0
|
)%
|
|
(3.4
|
)%
|
|
(3.5
|
)%
|
Tax Credits
|
(15.0
|
)%
|
|
(10.6
|
)%
|
|
(1.4
|
)%
|
Passive income exemption
|
(1.2
|
)%
|
|
(0.9
|
)%
|
|
(2.1
|
)%
|
Acquisition contingent earnout liability adjustments
|
(4.0
|
)%
|
|
(0.2
|
)%
|
|
—
|
%
|
Nondeductible items
|
1.0
|
%
|
|
(0.1
|
)%
|
|
2.5
|
%
|
Effect of valuation allowance
|
1.2
|
%
|
|
(0.1
|
)%
|
|
(3.6
|
)%
|
Prior year Transition Tax and related true-ups
|
0.7
|
%
|
|
19.5
|
%
|
|
1.1
|
%
|
Uncertain tax positions
|
(0.1
|
)%
|
|
0.1
|
%
|
|
5.8
|
%
|
Rate change on deferred taxes primarily due to tax reform
|
—
|
%
|
|
—
|
%
|
|
(2.4
|
)%
|
Other
|
(0.1
|
)%
|
|
0.3
|
%
|
|
(0.1
|
)%
|
Effective income tax rate
|
0.2
|
%
|
|
25.9
|
%
|
|
0.8
|
%
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
Deferred
|
|
Deferred
|
||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
|
(In thousands)
|
||||||||||||||
Depreciation and amortization
|
$
|
—
|
|
|
$
|
3,562
|
|
|
$
|
—
|
|
|
$
|
2,315
|
|
Share-based compensation
|
959
|
|
|
—
|
|
|
521
|
|
|
—
|
|
||||
Accruals and prepaids
|
6,806
|
|
|
—
|
|
|
8,143
|
|
|
—
|
|
||||
Bad debts
|
2,594
|
|
|
—
|
|
|
3,215
|
|
|
—
|
|
||||
Acquired intangible assets
|
—
|
|
|
13,335
|
|
|
—
|
|
|
17,800
|
|
||||
Net operating loss carryforwards
|
27,607
|
|
|
—
|
|
|
19,958
|
|
|
—
|
|
||||
Tax credit carryforwards (primarily Minimum Alternative Tax ("MAT") in India)
|
50,210
|
|
|
—
|
|
|
43,656
|
|
|
—
|
|
||||
|
88,176
|
|
|
16,897
|
|
|
75,493
|
|
|
20,115
|
|
||||
Valuation allowance
|
(3,288
|
)
|
|
—
|
|
|
(2,031
|
)
|
|
—
|
|
||||
Total deferred taxes
|
$
|
84,888
|
|
|
$
|
16,897
|
|
|
$
|
73,462
|
|
|
$
|
20,115
|
|
|
2019
|
|
2018
|
||
|
(In thousands)
|
||||
Non-current deferred tax assets
|
69,227
|
|
|
54,629
|
|
ASU 2013-11 reclass, described below
|
—
|
|
|
—
|
|
Net deferred tax assets
|
69,227
|
|
|
54,629
|
|
|
|
|
|
||
Non-current deferred tax liabilities
|
1,235
|
|
|
1,282
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(In thousands)
|
||||||
US Federal loss carryforwards
|
|
$
|
48,623
|
|
|
$
|
43,116
|
|
US state loss carryforwards
|
|
65,412
|
|
|
38,307
|
|
||
Foreign loss carryforwards
|
|
58,660
|
|
|
40,349
|
|
||
|
|
|
|
|
||||
US Federal credit carryforwards
|
|
3,359
|
|
|
901
|
|
||
Foreign credit carryforwards
|
|
46,851
|
|
|
42,755
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Beginning Balance
|
$
|
9,294
|
|
|
$
|
9,144
|
|
|
$
|
3,265
|
|
Additions for tax positions related to current year
|
—
|
|
|
150
|
|
|
—
|
|
|||
Additions for tax positions of prior years
|
195
|
|
|
—
|
|
|
5,879
|
|
|||
Reductions for tax position of prior years
|
(290
|
)
|
|
—
|
|
|
—
|
|
|||
Ending Balance
|
$
|
9,199
|
|
|
$
|
9,294
|
|
|
$
|
9,144
|
|
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Trade accounts payable
|
$
|
74,967
|
|
|
$
|
84,924
|
|
Accrued professional fees
|
2,247
|
|
|
1,152
|
|
||
Income taxes payable*
|
4,094
|
|
|
13,901
|
|
||
Share repurchases accrued
|
—
|
|
|
8,800
|
|
||
Sales taxes payable
|
3,385
|
|
|
2,749
|
|
||
Other accrued liabilities
|
42
|
|
|
369
|
|
||
Total
|
$
|
84,735
|
|
|
$
|
111,895
|
|
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Prepaid expenses
|
$
|
51,021
|
|
|
$
|
40,409
|
|
Other third party receivables
|
4,785
|
|
|
8,341
|
|
||
Sales taxes receivable from customers
|
6,499
|
|
|
6,409
|
|
||
Credit card merchant account balance receivable
|
796
|
|
|
939
|
|
||
Short term portion of capitalized costs to obtain and fulfill contracts
|
734
|
|
|
862
|
|
||
Accrued interest receivable
|
176
|
|
|
233
|
|
||
Other
|
3,063
|
|
|
2,081
|
|
||
Total
|
$
|
67,074
|
|
|
$
|
59,274
|
|
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Acquisition obligations (upfront purchase and contingent consideration)
|
$
|
6,762
|
|
|
$
|
77,594
|
|
Redemption liability to reacquire 10% equity stake from PML
|
—
|
|
|
4,925
|
|
||
Customer advances (deposits)
|
22,573
|
|
|
2,980
|
|
||
Other
|
—
|
|
|
180
|
|
||
Total
|
$
|
29,335
|
|
|
$
|
85,679
|
|
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Computer equipment
|
$
|
15,899
|
|
|
$
|
15,734
|
|
Buildings
|
26,475
|
|
|
25,283
|
|
||
Land
|
10,479
|
|
|
10,479
|
|
||
Land improvements
|
7,195
|
|
|
7,195
|
|
||
Leasehold improvements
|
910
|
|
|
1,341
|
|
||
Furniture, fixtures and other
|
7,307
|
|
|
6,330
|
|
||
|
68,265
|
|
|
66,362
|
|
||
Less accumulated depreciation and amortization
|
(19,844
|
)
|
|
(18,402
|
)
|
||
|
$
|
48,421
|
|
|
$
|
47,960
|
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
|
(In thousands, except share data)
|
||||||||||||||
Year ended December 31, 2019
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
|
$
|
142,924
|
|
|
$
|
144,275
|
|
|
$
|
147,233
|
|
|
$
|
146,183
|
|
Gross Profit
|
|
96,995
|
|
|
93,321
|
|
|
92,062
|
|
|
93,072
|
|
||||
Operating income
|
|
54,131
|
|
|
41,282
|
|
|
26,007
|
|
|
34,253
|
|
||||
Net income from continuing operations
|
|
$
|
25,710
|
|
|
$
|
28,851
|
|
|
$
|
20,509
|
|
|
$
|
21,650
|
|
Net income per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.84
|
|
|
$
|
0.95
|
|
|
$
|
0.67
|
|
|
$
|
0.71
|
|
Diluted
|
|
$
|
0.84
|
|
|
$
|
0.94
|
|
|
$
|
0.67
|
|
|
$
|
0.71
|
|
Year ended December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
|
$
|
108,230
|
|
|
$
|
124,626
|
|
|
$
|
128,643
|
|
|
$
|
136,327
|
|
Gross Profit
|
|
68,639
|
|
|
81,067
|
|
|
85,680
|
|
|
94,025
|
|
||||
Operating income
|
|
33,896
|
|
|
38,315
|
|
|
39,238
|
|
|
41,530
|
|
||||
Net income from continuing operations
|
|
26,208
|
|
|
29,180
|
|
|
29,242
|
|
|
8,509
|
|
||||
Net income per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.83
|
|
|
$
|
0.93
|
|
|
$
|
0.93
|
|
|
$
|
0.27
|
|
Diluted
|
|
$
|
0.83
|
|
|
$
|
0.92
|
|
|
$
|
0.92
|
|
|
$
|
0.27
|
|
Year ended December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
|
$
|
79,103
|
|
|
$
|
87,387
|
|
|
$
|
92,800
|
|
|
$
|
104,681
|
|
Gross Profit
|
|
53,916
|
|
|
56,455
|
|
|
57,863
|
|
|
66,243
|
|
||||
Operating income
|
|
25,690
|
|
|
26,539
|
|
|
27,911
|
|
|
33,081
|
|
||||
Net income from continuing operations
|
|
26,427
|
|
|
23,434
|
|
|
24,184
|
|
|
26,573
|
|
||||
Net income per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.83
|
|
|
$
|
0.74
|
|
|
$
|
0.77
|
|
|
$
|
0.84
|
|
Diluted
|
|
$
|
0.83
|
|
|
$
|
0.74
|
|
|
$
|
0.76
|
|
|
$
|
0.84
|
|
|
|
December 31, 2019
|
||
|
|
(In thousands)
|
||
Operating Lease Cost
|
|
$
|
8,613
|
|
Finance Lease Cost:
|
|
|
||
Amortization of Lease Assets
|
|
121
|
||
Interest on Lease liabilities
|
|
36
|
||
Finance Lease Cost
|
|
157
|
||
Sublease Income
|
|
(654
|
)
|
|
Total Net Lease Cost
|
|
$
|
8,116
|
|
|
December 31, 2019
|
|
Weighted Average Lease Term - Operating Leases
|
3.90 years
|
|
Weighted Average Lease Term - Finance Leases
|
4.02 years
|
|
Weighted Average Discount Rate - Operating Leases
|
8.44
|
%
|
Weighted Average Discount Rate - Finance Leases
|
7.28
|
%
|
Year
|
|
Operating Leases
|
|
Financing Leases
|
||||
|
|
(In thousands)
|
||||||
2019
|
|
$
|
34,189
|
|
|
$
|
266
|
|
2020
|
|
32,093
|
|
|
96
|
|
||
2021
|
|
26,675
|
|
|
89
|
|
||
2022
|
|
23,355
|
|
|
67
|
|
||
2023
|
|
21,890
|
|
|
15
|
|
||
Thereafter
|
|
3,299
|
|
|
—
|
|
||
Total
|
|
$
|
141,501
|
|
|
$
|
533
|
|
Less: sublease income
|
|
(1,091
|
)
|
|
|
|||
Net lease payments
|
|
$
|
140,410
|
|
|
|
||
Less: amount representing interest
|
|
|
|
(63
|
)
|
|||
Present value of obligations under financing leases
|
|
|
|
$
|
470
|
|
||
Less: current portion
|
|
|
|
(239
|
)
|
|||
Long-term obligations
|
|
|
|
$
|
231
|
|
Year
|
|
Commitments
|
||
|
|
(In thousands)
|
||
2020
|
|
$
|
27,496
|
|
2021
|
|
25,831
|
|
|
2022
|
|
22,713
|
|
|
2023
|
|
21,734
|
|
|
2024
|
|
—
|
|
|
Thereafter
|
|
—
|
|
|
Total
|
|
$
|
97,774
|
|
(2)
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and,
|
(3)
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
|
Name
|
|
Audit
|
|
Compensation
|
|
Corporate Governance and Nominating
|
Mr. Bhalla
|
|
C
|
|
|
|
|
Mr. Benz
|
|
M
|
|
M
|
|
|
Mr. Eckert
|
|
|
|
M
|
|
C
|
Mr. Herter
|
|
|
|
|
|
M
|
Mr. Keller
|
|
M
|
|
C
|
|
|
Mr. Raina
|
|
|
|
|
|
|
Mr. Hebard
|
|
|
|
|
|
|
2019 Meetings
|
|
5
|
|
7
|
|
2
|
(a)
|
Mr. Raina’s salary for 2019 and going forward is to be paid in shares of common stock of the Company. As a result, the Company has granted Mr. Raina 54,870 shares of restricted common stock, which represents his annual salary of $2,400,000 divided by $43.74, the closing price of the Company’s common stock on January 2, 2019. One third of these shares will vest on January 1, 2020 with the remaining stock vesting in quarterly installments over the next eight quarters.
|
(b)
|
The Company increased Mr. Raina’s annual salary to $3,600,000, effective January 1, 2019. As a result of the salary increase, Mr. Raina was granted 23,247 shares of restricted common stock which represents $1,200,000 divided by $51.62, the closing price of Ebix common stock on April 10, 2019. One third of these shares will vest on January 1, 2020 with the remaining stock vesting in quarterly installments over the next eight quarters.
|
•
|
Revenue
|
•
|
Sales
|
•
|
Profit (net profit, gross profit, operating profit or other corporate profit measures)
|
•
|
Earnings (EBIT, EBITDA, earnings per share, or other corporate earnings measures)
|
•
|
Net income (before or after taxes, operating income or other income measures)
|
•
|
Cash (cash flow, cash generation or other cash measures)
|
•
|
Stock price or performance
|
•
|
Total stockholder return (stock price appreciation plus reinvested dividends divided by beginning share price)
|
•
|
Return measures (return on assets, capital, equity, investments or sales, and cash flow return on assets, capital, equity, or sales)
|
•
|
Market share
|
•
|
Improvements in capital structure
|
•
|
Expenses (expense management, expense ratio, expense efficiency ratios or other expense measures)
|
•
|
Business expansion or consolidation (acquisitions and divestitures)
|
•
|
Strategic plan development and implementation
|
(a)
|
Mr. Raina will commit to continue to serve and not resign as the Company’s Chief Executive Officer for at least two years following Final Approval of the Litigation Settlement;
|
(b)
|
any shares paid, awarded or otherwise received by Mr. Raina as compensation after the effective date of the Amended SAR Agreement, including any shares received by Mr. Raina from the exercise of any options granted after the effective date of the April SAR Agreement or from the grant or vesting of any restricted shares or settlement of any restricted stock units granted after the effective date of the April SAR Agreement (but excluding any shares received as a result of the grant, vesting or settlement of any Share Grants), will be excluded from the outstanding shares for purposes of the Board’s annual shortfall determination;
|
Name and Principal Position
|
|
Year
|
|
Salary ($)
|
|
Bonus ($)
|
|
Stock Awards ($) (1)
|
|
Option Awards ($)
|
|
Non-Equity Incentive Plan Compensation ($)
|
|
All Other Compensation ($)
|
|
|
Total
|
|||||||
Robin Raina, President,
|
|
2019
|
|
$
|
—
|
|
2,000,000
|
(2
|
)
|
4,200,000
|
|
—
|
|
1,584
|
|
6,000
|
(3
|
)
|
|
$
|
6,207,584
|
|
||
Chief Executive Officer
|
|
2018
|
|
$
|
2,400,000
|
|
2,000,000
|
(2
|
)
|
—
|
|
—
|
|
—
|
|
9,751
|
(3
|
)
|
|
$
|
4,409,751
|
|
||
and Chairman of the Board
|
|
2017
|
|
$
|
2,400,000
|
|
1,000,000
|
|
3,000,000
|
|
—
|
|
—
|
|
8,038
|
(3
|
)
|
|
$
|
6,408,038
|
|
|||
Robert F. Kerris, Chief Financial Officer and Secretary
|
|
2019
|
|
$
|
225,000
|
|
|
|
—
|
|
—
|
|
779
|
|
|
(4
|
)
|
|
$
|
225,779
|
|
|||
Sean Donaghy
|
|
2019
|
|
$
|
185,000
|
|
50,000
|
|
|
|
|
|
|
|
|
|
|
$
|
235,000
|
|
||||
Former Chief
|
|
2018
|
|
$
|
181,693
|
|
30,000
|
|
|
|
|
|
|
|
2,724
|
|
|
$
|
214,417
|
|
||||
Financial Officer
|
|
2017
|
|
$
|
157,500
|
|
30,000
|
|
|
|
|
|
|
|
2,345
|
|
|
$
|
189,845
|
|
||||
Graham Prior,
|
|
2019
|
|
$
|
159,863
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
(5
|
)
|
|
$
|
159,863
|
|
|||
Corporate Senior
|
|
2018
|
|
$
|
161,694
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
(5
|
)
|
|
$
|
161,694
|
|
|||
Vice President
|
|
2017
|
|
$
|
163,064
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
(5
|
)
|
|
$
|
163,064
|
|
|||
Leon d'Apice,
|
|
2019
|
|
$
|
208,706
|
(6
|
)
|
—
|
|
—
|
|
—
|
|
—
|
(6
|
)
|
25,650
|
(6
|
)
|
|
$
|
234,356
|
|
|
Managing Director-
|
|
2018
|
|
$
|
224,400
|
(6
|
)
|
—
|
|
—
|
|
—
|
|
—
|
(6
|
)
|
20,785
|
(6
|
)
|
|
$
|
245,185
|
|
|
Ebix Australia Group
|
|
2017
|
|
$
|
226,848
|
(6
|
)
|
100,000
|
|
—
|
|
—
|
|
—
|
(6
|
)
|
27,318
|
(6
|
)
|
|
$
|
354,166
|
|
|
James Senge, Sr.,
|
|
2019
|
|
$
|
225,000
|
|
—
|
|
—
|
|
—
|
|
2,337
|
|
|
|
|
$
|
227,337
|
|
||||
Senior Vice President
|
|
2018
|
|
$
|
225,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,075
|
|
|
$
|
228,075
|
|
||||
EbixHealth
|
|
2017
|
|
$
|
225,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,075
|
|
|
$
|
228,075
|
|
Footnotes
|
||
(1)
|
|
These amounts reflect the aggregate grant date fair value computed in accordance with accounting guidance related to stock compensation, based on the stock price on the date of grant.
|
(2)
|
|
2018 bonus of $2,000,000 was earned in 2018 and paid in 2019.
|
(3)
|
|
Amount includes a Company matching contribution to a 401(k)/Retirement Plan of $3,751 in 2018, $ 2,038 in 2017 $3,975 in 2016. Also includes a $6,000 allowance for miscellaneous business and travel expenses per year.
|
(4)
|
|
Mr. Kerris was named Chief Financial Officer effective September 21, 2019. Replacing Sean Donaghy on that date.
|
(5)
|
|
Mr. Prior was compensated in Singapore Dollars. For 2019, all sums were derived by using the exchange rate of 0.7333
For 2018, all sums were derived by using the exchange rate of .7417. For 2017 all sums were derived by using the exchange rate of .75554.
|
(6)
|
|
Mr. d’Apice was compensated in Australian Dollars. For 2019, all sums were derived by using the exchange rate as of December 31, 2019 of 0.6957. For 2018, all sums were derived by using the exchange rate of .7480. For 2017, all sums were derived by using the exchange rate of December 31, 2017 of 0.7805.
|
(7)
|
|
Reflects a 401(k) superannuation in Australia which is accessible after age 65.
|
Name
|
Grant Date
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
|
All Other Stock Awards: Number of Shares of Stock or Units (#)
|
All Other Option Awards: Number of Securities Underlying Options (#)
|
Exercise or Base Price of Option Awards ($/Sh)
|
Grant Date Fair Value of Stock and Option Awards ($)
|
|||||||||||||||||
Threshold ($)
|
Target ($)
|
Maximum ($)
|
|||||||||||||||||||||
Robin Raina
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
Robert F. Herris
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
Sean T. Donaghy
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
Graham Prior
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
Leon d' Apice
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
James Senge, Sr
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||||||||||||||||||||||||
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
|
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
|
|
Option
Exercise
Price
|
|
Option
Expiration
|
|
Number of
Shares or
Units of
Stock
That
Have
Not
Vested
|
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
|
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have
Not
Vested
|
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have
Not
Vested
|
||||||||||||||||||||||||
Name
|
|
Exercisable
|
|
Un-exercisable
|
|
(#)
|
|
($)
|
|
Date
|
|
(#)
|
|
($)
|
|
(#)
|
|
($)
|
||||||||||||||||||||||||
Robin Raina, President, Chief Executive Officer and Chairman of the Board
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
$
|
—
|
|
|
|
—
|
|
|
101,853
|
|
|
(1
|
)
|
|
$
|
3,402,908.73
|
|
|
|
—
|
|
|
|
$
|
—
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Robert F. Kerris, Chief Financial Officer and Secretary
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
)
|
$
|
—
|
|
|
|
—
|
|
|
|
$
|
—
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Sean Donaghy, Former Chief Financial Officer
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
$
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
$
|
—
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Graham Prior, Corporate Senior Vice President
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
$
|
—
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Leon d'Apice, Managing Director, Ebix Australia Group
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
$
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
$
|
—
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
James Senge, Sr., Senior Vice President, EbixHealth
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
$
|
—
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Robin Raina has been awarded restricted stock grants by the Compensation Committee: (i) a grant of 40,780 shares of Company common stock on July 25, 2017 of which 10,195 shares were unvested as of December 31, 2019; (ii) a grant of 13,541 shares of Company common stock on January 7, 2019 of which 13,541 shares were unvested as of December 31, 2019; (iii) a grant of 54,870 shares of Company common stock on April 10, 2019 of which 54,870 shares were unvested as of December 31, 2019; (iv) a grant of 23,247 shares of Company common stock on April 10, 2019 of which 23,247 shares were unvested as of December 31, 2019.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||
|
|
Number of
Shares
Acquired
|
|
Value
Realized
on
|
|
Number of
Shares
Acquired
|
|
Value
Realized
on
|
||||||||||
Name
|
|
on Exercise
|
|
Exercise
|
|
on Vesting
|
|
Vesting
|
||||||||||
(a)
|
|
(#)
|
|
($) (1)
|
|
(#)
|
|
($) (2)
|
||||||||||
Robin Raina, President, Chief Executive Officer and Chairman of the Board
|
|
—
|
|
|
|
$
|
—
|
|
|
|
13,593
|
|
|
|
$
|
639,708
|
|
|
Robert F. Kerris -Chief Financial Officer and Secretary
|
|
—
|
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
$
|
—
|
|
|
Sean Donaghy - Former Chief Financial Officer
|
|
—
|
|
|
|
$
|
—
|
|
|
|
144
|
|
|
|
$
|
7,917
|
|
|
Graham Prior, Corporate Senior Vice President
|
|
—
|
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
$
|
—
|
|
|
Leon d'Apice, Managing Director, Ebix Australia Group
|
|
—
|
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
$
|
—
|
|
|
James Senge, Sr., Senior Vice President, EbixHealth
|
|
—
|
|
|
|
$
|
—
|
|
|
|
541
|
|
|
|
$
|
29,742
|
|
|
(1)
|
Reflects the excess of the fair market value of the shares at the time of exercise over the exercise price of the options.
|
(2)
|
Reflects the fair market value of the shares on the vesting date.
|
Name
|
|
Fees Earned or Paid in Cash
|
|
Option Awards ($)
|
|
Total ($)
|
|||||||||
Pavan Bhalla
|
|
$
|
57,000
|
|
|
|
$
|
154,002
|
|
|
|
$
|
211,002
|
|
|
Hans Ueli Keller
|
|
$
|
49,000
|
|
|
|
$
|
154,002
|
|
|
|
$
|
203,002
|
|
|
Hans U. Benz
|
|
$
|
41,000
|
|
|
|
$
|
154,002
|
|
|
|
$
|
195,002
|
|
|
Neil D. Eckert
|
|
$
|
25,000
|
|
|
|
$
|
154,002
|
|
|
|
$
|
179,002
|
|
|
Rolf Herter
|
|
$
|
25,000
|
|
|
|
$
|
154,002
|
|
|
|
$
|
179,002
|
|
|
George Hebard, III
|
|
$
|
25,000
|
|
|
|
$
|
67,139
|
|
|
|
$
|
92,139
|
|
|
|
Aggregate Stock Option
|
||
|
Awards at Year End
|
||
Pavan Bhalla
|
30,000
|
|
|
Hans Ueli Keller
|
36,000
|
|
|
Hans U. Benz
|
36,000
|
|
|
Neil D. Eckert
|
36,000
|
|
|
Rolf Herter
|
36,000
|
|
|
George Hebard, III
|
30,000
|
|
|
|
|
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options
|
|
Weighted-Average
Exercise Price of
Outstanding Options
|
|
Number
of Securities
Remaining Available
for Future Issuance
Under Equity
|
||||||
Plan Category
|
|
Warrants and Rights
|
|
Warrants and Rights
|
|
Compensation Plans
|
||||||
Equity Compensation Plans Approved by Security Holders:
|
|
|
|
|
|
|
||||||
-1996 Stock Incentive Plan, as amended and restated in 2006
|
|
—
|
|
|
|
$
|
—
|
|
|
1,097,563
|
|
|
-2010 Stock Incentive Plan
|
|
217,875
|
|
|
|
$
|
43.78
|
|
|
4,066,987
|
|
|
Equity Compensation Plans Not Approved by Security Holders
|
|
5,953,975
|
|
|
(1)
|
|
|
N/A
|
||||
Total
|
|
6,171,850
|
|
|
|
$
|
43.78
|
|
|
5,164,550
|
|
|
|
Current Beneficial Ownership
|
|||
Name of Beneficial Owner
|
Number of Shares (1)
|
Percent of
Class (2)
|
||
Robin Raina(3)
|
3,911,182
|
|
|
12.8%
|
Neil D. Eckert(4)
|
95,492
|
|
|
*
|
Rolf Herter(5)
|
90,178
|
|
|
*
|
Leon d’Apice
|
50,823
|
|
|
*
|
Hans Ueli Keller(6)
|
34,303
|
|
|
*
|
Hans U. Benz(7)
|
19,748
|
|
|
*
|
Pavan Bhalla(8)
|
66,341
|
|
|
*
|
James S. Senge, Sr.
|
12,893
|
|
|
*
|
Graham Prior
|
16,784
|
|
|
*
|
George Hebard(9)
|
55,875
|
|
|
*
|
Robert F. Kerris
|
3
|
|
|
*
|
Directors and executive officers as a group (12 persons)(10)
|
4,353,622
|
|
|
14.3%
|
|
|
|
||
Other Beneficial Holders
|
|
|
||
FMR LLC(11)
|
2,388,527
|
|
|
7.8%
|
Blackrock Inc. (12)
|
3,575,844
|
|
|
11.7%
|
Nesbit United S.A. (13)
|
2,673,981
|
|
|
8.8%
|
The Vanguard Group (14)
|
2,470,417
|
|
|
8.1%
|
(1)For purposes of this table, a person is deemed to be the beneficial owner of a security if he or she: (a) has or shares voting power or dispositive power with respect to such security, or (b) has the right to acquire such ownership within 60 days. “Voting power” is the power to vote or direct the voting of shares, and “dispositive power” is the power to dispose or direct the disposition of shares, irrespective of any economic interest in such shares.
|
(2)In calculating the percentage ownership or percent of equity vote for a given individual or group, the number of common shares outstanding includes unissued shares subject to options, warrants, rights or conversion privileges exercisable within 60 days held by such individual or group, but are not deemed outstanding by any other person or group. Percentage is based on 30,475,671 shares of our common stock outstanding as of February 28, 2020.
|
(3)Mr. Raina’s ownership includes: (a) 108,650 shares of restricted stock and (b) 217,064 shares held as trustee for the Robin Raina Foundation, a 501(c) charity organization, which were donated by Robin Raina from vested restricted stock grants previously issued to Mr. Raina by the Company and to which Mr. Raina disclaims any beneficial ownership. The Federal Tax ID Number for the foundation is 51-0497387. The address of Mr. Raina is 1 Ebix Way, Johns Creek, Georgia 30097.
|
(4) Mr. Eckert’s ownership includes options to purchase 16,875 shares of our common stock which are exercisable as of February 28, 2020, or that will become exercisable within 60 days after that date.
|
(5)Mr. Herter’s ownership includes options to purchase 16,875 shares of our common stock which are exercisable as of February 28, 2020, or that will become exercisable within 60 days after that date.
|
(6) Mr. Keller’s ownership includes options to purchase 16,875shares of our common stock which are exercisable as of February 28, 2020, or that will become exercisable within 60 days after that date.
|
(7)Mr. Benz’s ownership includes options to purchase 16,875 shares of our common stock which are exercisable as of February 28, 2020, or that will become exercisable within 60 days after that date.
|
(8)Mr. Bhalla’s ownership includes options to purchase 10,875 shares of our common stock which are exercisable as of February 28, 2020, or that will become exercisable within 60 days after that date.
|
(9)Mr. Hebard’s ownership includes options to purchase 16,875 shares of our common stock which are exercisable as of February 28, 2020, or that will become exercisable within 60 days after that date.
|
(10) Includes options to purchase shares of our common stock which are exercisable as of February 28, 2020, or that will become exercisable within 60 days after that date.
|
(12) Ownership consists of shares of our common stock beneficially owned by FMR LLC, certain of its subsidiaries and affiliates, and other companies (“FMR”) as disclosed on its joint Schedule 13G/A filed with the SEC on February 7, 2020. The address of FMR is 245 Summer Street, Boston, Massachusetts 02210.
|
(13)Ownership consists of shares of our common stock beneficially owned by Blackrock, Inc. and its wholly-owned subsidiaries (“Blackrock”) as disclosed on its Schedule 13G/A filed with the SEC on February 4, 2020. The address of Blackrock is 55 East 52nd Street, New York, New York 10055.
|
(14) The address of the Nesbit United S.A. is Rätikonstrasse 13, Vaduz, Principality of Liechtenstein FL-9490.
|
(15)Ownership consists of shares of our common stock beneficially owned by The Vanguard Group, Inc. and its wholly-owned subsidiaries (collectively, “Vanguard”), as disclosed on Vanguard’s joint schedule 13G/A filed with the SEC on February 12, 2020. The address of Vanguard is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
|
Services Rendered by RSM US LLP
|
|
2019
|
|
2018
|
||||||
Audit Fees (1)
|
|
$
|
918,750
|
|
|
|
$
|
—
|
|
|
Audit Related Fees (2)
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
Tax Compliance Service Fees
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
All Other Fees (3)
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
Services Rendered by T R Chadha & Co LLP
|
|
2019
|
|
2018
|
||||||
Audit Fees (1)
|
|
$
|
—
|
|
|
|
$
|
450,000
|
|
|
Audit Related Fees (2)
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
Tax Compliance Service Fees
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
All Other Fees (3)
|
|
$
|
20,594
|
|
|
|
$
|
—
|
|
|
Services Rendered by Cherry Bekaert LLP
|
|
2019
|
|
2018
|
||||||
Audit Fees (1)
|
|
$
|
—
|
|
|
|
$
|
280,000
|
|
|
Audit Related Fees (2)
|
|
$
|
66,570
|
|
|
|
$
|
—
|
|
|
Tax Compliance Service Fees
|
|
$
|
—
|
|
|
|
$
|
35,000
|
|
|
All Other Fees (3)
|
|
$
|
158,504
|
|
|
|
$
|
105,726
|
|
|
(1) Integrated audit of the consolidated financial statements including quarterly reviews according to the engagement letter and administrative fees.
.
|
(2) Includes fees associated with the review of valuation reports associated with business acquisition and audits of the Company's 401(K) plans, and related out of pocket expenses incurred by the auditors.
|
(3) Includes fees related to the audit of the financial statements and the Company's purchase accounting for certain acquired businesses.
|
•
|
Report of Independent Registered Public Accounting Firm.
|
•
|
Consolidated Balance Sheets as of December 31, 2019 and December 31, 2018 .
|
•
|
Consolidated Statements of Income for the years ended December 31, 2019, December 31, 2018, and December 31, 2017.
|
•
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, December 31, 2018, and December 31, 2017.
|
•
|
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2019, December 31, 2018, and December 31, 2017.
|
•
|
Consolidated Statements of Cash Flows for the years ended December 31, 2019, December 31, 2018, and December 31, 2017.
|
•
|
Notes to Consolidated Financial Statements
|
•
|
Schedule II—Valuation and Qualifying Accounts for the years ended December 31, 2019, December 31, 2018, and December 31, 2017.
|
•
|
Schedules other than those listed above have been omitted because they are not applicable or the required information is included in the financial statements or notes thereto.
|
23.3*
|
|||
31.1*
|
|||
31.2*
|
|||
32.1*
|
|||
32.2*
|
|||
101*
|
XBRL (Extensible Business Reporting Language) - The following materials from Ebix, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2019, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income (Loss) (iv) the Consolidated Statements of Stockholders' Equity and Comprehensive Income (Loss), (v) the Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements which were tagged as blocks of text.
|
|
|
|
|
|
EBIX, INC.
(Registrant)
|
||
|
By:
|
/s/ ROBIN RAINA
|
|
|
|
Robin Raina
|
|
|
|
Chairman of the Board, President and
Chief Executive Officer
|
|
|
|
Principal Executive Officer
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
/s/ ROBIN RAINA
|
|
Chairman of the Board, President, and
Chief Executive Officer
(principal executive officer)
|
|
March 2, 2020
|
(Robin Raina)
|
|
|
|
|
/s/ ROBERT F. KERRIS
|
|
Chief Financial Officer
(principal financial and accounting officer)
|
|
March 2, 2020
|
(Robert F. Kerris)
|
|
|
|
|
/s/ HANS U. BENZ
|
|
Director
|
|
March 2, 2020
|
(Hans U. Benz)
|
|
|
|
|
/s/ PAVAN BHALLA
|
|
Director
|
|
March 2, 2020
|
(Pavan Bhalla)
|
|
|
|
|
/s/ NEIL D. ECKERT
|
|
Director
|
|
March 2, 2020
|
(Neil D. Eckert)
|
|
|
|
|
/s/ ROLF HERTER
|
|
Director
|
|
March 2, 2020
|
(Rolf Herter)
|
|
|
|
|
/s/ HANS UELI KELLER
|
|
Director
|
|
March 2, 2020
|
(Hans Ueli Keller)
|
|
|
|
|
/s/ GEORGE W. HEBARD III
|
|
Director
|
|
March 2, 2020
|
(George W. Hebard III)
|
|
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Beginning balance
|
|
$
|
6,969
|
|
|
$
|
4,143
|
|
|
$
|
2,833
|
|
Provision for doubtful accounts
|
|
12,325
|
|
|
3,571
|
|
|
1,713
|
|
|||
Write-off of accounts receivable against allowance
|
|
(2,290
|
)
|
|
(745
|
)
|
|
(403
|
)
|
|||
Other (opening balance adjustments on acquisitions)
|
|
4,692
|
|
|
—
|
|
|
—
|
|
|||
Ending balance
|
|
$
|
21,696
|
|
|
$
|
6,969
|
|
|
$
|
4,143
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Beginning balance
|
|
$
|
(2,031
|
)
|
|
$
|
(35
|
)
|
|
$
|
(3,747
|
)
|
Decrease (increase)
|
|
(1,257
|
)
|
|
(1,996
|
)
|
|
3,712
|
|
|||
Ending balance
|
|
$
|
(3,288
|
)
|
|
$
|
(2,031
|
)
|
|
$
|
(35
|
)
|
•
|
the voting power, if any;
|
•
|
dividend rights;
|
•
|
redemption rights;
|
•
|
liquidation preferences;
|
•
|
conversion rights; and
|
•
|
any other relative rights, preferences and limitations.
|
•
|
the transaction was approved by the board of directors prior to the time that the stockholder became an interested stockholder;
|
•
|
upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding shares owned by directors who are also officers of the corporation and shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
|
•
|
at or subsequent to the time the stockholder became an interested stockholder, the business combination was approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of a majority of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.
|
•
|
a brief description of the business desired to be brought before the annual meeting and the proposed text of any proposal regarding the business (including the text of any resolutions proposed for consideration and, if the business includes a proposal to amend the Ebix bylaws, the text of the proposed amendment); and
|
•
|
the reasons for conducting the business at the annual meeting.
|
•
|
the name and address of the person;
|
•
|
(A) the class or series and number of all shares of Ebix stock which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of all Ebix stock owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of Ebix stock held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to Ebix stock and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of Ebix stock) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to Ebix stock;
|
•
|
a description of all agreements, arrangements, or understandings (whether written or oral) between or among such person, or any affiliates or associates of such person, and any other person or persons (including their names) in connection with or relating to (A) Ebix or (B) the proposal, including any material interest in, or anticipated benefit from the proposal to such person, or any affiliates or associates of such person;
|
•
|
a representation that the stockholder giving notice intends to appear in person or by proxy at the annual meeting to bring such business before the meeting; and
|
•
|
any other information relating to such person or proposal that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies by such person with respect to the proposed business to be brought by such person before the annual meeting pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder.
|
•
|
the name, age, business address and residence address of such person;
|
•
|
the principal occupation or employment of such person;
|
•
|
(A) the class or series and number of all shares of Ebix stock which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of all Ebix stock owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of Ebix stock held by each nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to Ebix stock and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of Ebix stock) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to Ebix stock;
|
•
|
such person’s written representation and agreement that such person (A) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of Ebix, will act or vote on any issue or question, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than Ebix with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of Ebix that has not been disclosed to Ebix in such representation and agreement and (C) in such person’s individual capacity, would be in compliance, if elected as a director of Ebix, and will comply with, all applicable publicly disclosed confidentiality, corporate governance, conflict of interest, Regulation FD, code of conduct and ethics, and stock ownership and trading policies and Ebix guidelines; and
|
•
|
any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder.
|
•
|
the name and record address of the stockholder giving the notice and the name and principal place of business of such beneficial owner;
|
•
|
(A) the class or series and number of all shares of Ebix stock which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of Ebix stock owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of shares of Ebix stock held by each such nominee holder; (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to Ebix stock and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of Ebix stock) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing
|
•
|
a description of (A) all agreements, arrangements, or understandings (whether written or oral) between such person, or any affiliates or associates of such person, and any proposed nominee, or any affiliates or associates of such proposed nominee, (B) all agreements, arrangements, or understandings (whether written or oral) between such person, or any affiliates or associates of such person, and any other person or persons (including their names) pursuant to which the nomination(s) are being made by such person, or otherwise relating to Ebix or their ownership of Ebix capital stock, and (C) any material interest of such person, or any affiliates or associates of such person, in such nomination, including any anticipated benefit therefrom to such person, or any affiliates or associates of such person;
|
•
|
a representation that the stockholder giving notice intends to appear in person or by proxy at the annual or special meeting to nominate the persons named in its notice; and
|
•
|
any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.
|
Ebix International LLC
|
Facts Services, Inc.
|
Ebix Health Exchange Holdings, Inc.
|
Ebix Health Administration Exchange, Inc.
|
Ebix Health Administration Exchange, Inc. - India Branch
|
P.B. Systems, Inc.
|
Ebix Consulting, Inc.
|
Vertex, Inc.
|
Doctors Exchange, Inc.
|
Ebix Latin America, LLC
|
A.D.A.M., Inc.
|
Agency Solutions.com, LLC (d/b/a HealthConnect Systems)
|
Ebix BPO Division - San Diego (a/k/a ConfirmNet Corporation)
|
EBIX SOFTWARE INDIA PRIVATE LIMITED
|
EBIX ASIA HOLDINGS INC. (MAURITIUS)
|
EIH HOLDINGS KB C/O DELPHI & CO.
|
EBIX INTERNATIONAL HOLDINGS LIMITED (UK)
|
EBIX CANADA SOLUTIONS F/K/A 9260-9288 QUEBEC, INC.
|
EBIX ASIA PACIFIC FZ-LLC (DUBAI)
|
EBIX VAYAM TECHNOLOGIES PRIVATE LIMITED
|
EBIX PAYMENT SERVICES PRIVATE LIMITED F/K/A ITZ CASH CARD LTD
|
EBIX SINGAPORE PTE LTD
|
EIH HOLDINGS SWEDEN AB
|
EBIX LATIN AMERICA TECNOLOGIA E CONSULTORIA LTDA F/K/A MCN TECH
|
EBIX EUROPE LIMITED
|
WDEV Soluções em Tecnologia S.A.
|
P.T Adya Tours Indonesia
|
Flight Raja Travels Singapore
|
Flight Raja MiddleEast FZ LLC
|
Ebix Money Express Pvt Ltd
|
Ebix Travels Pvt Ltd
|
Ebix Capital Exchange Private Limited
|
Mercury Travels Limited
|
Swiss Bureau GmBH
|
Lawson Travels and Tours (India) Private Limited
|
Routier Operations Consulting Private Limited
|
AHA Taxis/WAAH TAXIS Pvt Ltd
|
LeisureCorp Pvt Ltd
|
Ebix E-Learning Ventures PTE LTD
|
MARKETPLACE EBIX TECNOLOGIES PVT LTD
|
Miles Software Solutions Pvt Ltd
|
Ebix Technologies Private Limited
|
Ebix Fincorp Exchange Pte Ltd (Singapore)
|
Ebix Smartclass Educational Services Private Limited
|
EbixCash World Money Limited
|
Flight Raja Travels Philippines
|
EBIX AUSTRALIA (VIC) PTY LTD
|
EBIX AUSTRALIA PTY LTD
|
FINTECHNIX LTD
|
EBIXEXCHANGE PTY LTD DBA TELSTRA
|
EBIX NEW ZEALAND
|
EBIX NEW ZEALAND HOLDINGS
|
EBIX (THAILAND) CO, LTD.
|
Ebix Corporate Services Pvt Ltd (renamed from PREMIER EBIX EXCHANGE SOFTWARE PVT)
|
Ebix Paytech Private Limited (renamed from Goldman Securities)
|
Buyforex India Limited
|
Ebix Bus Technologies Pvt Ltd. India
|
BSE Ebix Insurance Broking Pvt Ltd
|
Miles software Solutions UK Limited
|
Miles software Solutions FZ-LLC, UAE
|
Miles Software Solutions Inc., Philipinnes
|
MERCURY HIMALAYAN EXPLORATIONS LTD.
|
KRISH AND RAM FOREX PRIVATE LIMITED
|
Via Philippines Travel Corporation
|
EBIXCASH EXCHANGE PTE LTD, Singapore
|
Ebix Cash De Bureau Limited, Seychelles
|
Ebix Cash World Money India Limited (formerly known as Weizmann Forex Limited)
|
Zillious Solutions Private Limited
|
Ebixcash World Money Limited, Canada (formerly known as Wall Street Finance (Canada) Limited
|
Itzcash Payment Solutions Limited
|
|
|
|
|
|
Date:
|
By:
|
/s/ Robin Raina
|
|
|
March 2, 2020
|
|
Robin Raina
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
Date:
|
March 2, 2020
|
By:
|
/s/ Robert F. Kerris
|
|
|
|
|
|
Robert F. Kerris
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
|
(1)
|
|
I am the Chief Executive Officer of Ebix, Inc. (the “Registrant”).
|
(2)
|
|
I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge the Annual Report on Form 10-K of the Registrant for the year ended December 31, 2019 (the “periodic report”) containing financial statements fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and the information contained in the periodic report fairly presents, in all material respects, the financial condition and results of operations of the Registrant as of, and for, the periods presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
/s/ Robin Raina
Title: Chief Executive Officer
|
|
|
|
|
Date: March 2, 2020
|
|
|
(1)
|
|
I am the Chief Financial Officer of Ebix, Inc. (the “Registrant”).
|
(2)
|
|
I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge the Annual Report on Form 10-K of the Registrant for the year ended December 31, 2019 (the “periodic report”) containing financial statements fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and the information contained in the periodic report fairly presents, in all material respects, the financial condition and results of operations of the Registrant as of, and for, the periods presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
/s/ Robert F. Kerris
Title: Chief Financial and Accounting Officer
|
|
|
|
|
Date: March 2, 2020
|
|
|