UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

ý

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the quarterly period ended March 31, 2005

 

 

 

OR

 

 

 

o

 

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

 

Commission file number 0-15946

 

Ebix, Inc.

(Exact name of registrant as specified in its charter)

 

DELAWARE

 

77-0021975

(State or other jurisdiction of incorporation or
organization)

 

(I.R.S. Employer Identification No.)

 

 

 

1900 E. GOLF ROAD
SCHAUMBURG, IL

 

60173

(Address of principal executive offices)

 

(Zip Code)

 

 

 

Registrant’s telephone number, including area code: 847-789-3047

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ý No o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  Yes  o  No  ý

 

As of May 2, 2005, the number of shares of Common Stock outstanding was 2,712,491.

 

 



 

Ebix, Inc. and Subsidiaries

 

FORM 10-Q

 

FOR THE QUARTER ENDED MARCH 31, 2005

 

INDEX

 

 

PART I — FINANCIAL INFORMATION

 

 

 

 

 

Item 1. Consolidated Financial Statements

 

 

 

 

Condensed Consolidated Balance Sheets at March 31, 2005 (unaudited) and December 31, 2004

 

 

 

 

Condensed Consolidated Statements of Income for the Three Months ended March 31, 2005 and 2004 (unaudited)

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2005 and 2004 (unaudited)

 

 

 

 

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

 

 

 

Item 4. Controls and Procedures

 

 

 

PART II — OTHER INFORMATION

 

 

 

 

Item 4. Submission of Matters to a Vote of Security Holders

 

 

 

 

Item 6. Exhibits

 

 

 

SIGNATURES

 

 

2



 

Ebix, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except for share and per share amounts)

 

 

 

March 31,
2005

 

December 31,
2004

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

6,913

 

$

5,843

 

Restricted cash

 

3,000

 

3,000

 

Accounts receivable, less allowance of $11 and $13

 

3,430

 

3,256

 

Other current assets

 

560

 

587

 

Total current assets

 

13,903

 

12,686

 

Property and equipment, net

 

1,614

 

1,450

 

Goodwill

 

12,540

 

12,669

 

Intangible assets, net

 

3,999

 

4,234

 

Other assets

 

321

 

296

 

Total assets

 

$

32,377

 

$

31,335

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Line of credit

 

$

3,500

 

$

3,500

 

Accounts payable and accrued expenses

 

1,723

 

1,781

 

Accrued payroll and related benefits

 

1,663

 

1,522

 

Current portion of long term debt

 

986

 

977

 

Deferred revenue

 

3,490

 

2,989

 

Total current liabilities

 

11,362

 

10,769

 

Long term debt, less current portion

 

2,304

 

2,796

 

Redeemable common stock (357,728 shares issued and outstanding at March 31, 2005 and December 31, 2004, respectively) stated at redemption price

 

4,241

 

4,262

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Convertible Series D Preferred stock, $.10 par value, 500,000 shares authorized, no shares issued and outstanding

 

 

 

Common stock, $.10 par value, 10,000,000 shares authorized, and 2,912,491 and 2,911,154 shares issued and outstanding, respectively

 

291

 

291

 

Additional paid-in capital

 

92,689

 

92,717

 

Deferred compensation

 

(368

)

(376

)

Accumulated deficit

 

(78,943

)

(80,011

)

Accumulated other comprehensive income

 

801

 

887

 

Total stockholders’ equity

 

14,470

 

13,508

 

Total liabilities and stockholders’ equity

 

$

32,377

 

$

31,335

 

 

See accompanying notes to condensed consolidated financial statements.

 

3



 

Ebix, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(In thousands, except per share data)

(Unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2005

 

2004

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

Software

 

$

202

 

$

227

 

Services and other (Including revenues from related parties of $878 and $953, respectively- See Note 5.)

 

5,702

 

3,707

 

Total revenue

 

5,904

 

3,934

 

Operating expenses:

 

 

 

 

 

Services and other costs

 

1,406

 

1,163

 

Product development

 

794

 

560

 

Sales and marketing

 

478

 

273

 

General and administrative

 

1,689

 

1,186

 

Amortization and depreciation

 

329

 

201

 

Total operating expenses

 

4,696

 

3,383

 

Operating income

 

1,208

 

551

 

Interest income

 

82

 

27

 

Interest expense

 

(102

)

(2

)

Foreign exchange (loss) gain

 

(9

)

10

 

Income before income taxes

 

1,179

 

586

 

Income tax expense

 

(111

)

(140

)

Net income

 

$

1,068

 

$

446

 

 

 

 

 

 

 

Basic earnings per common share

 

$

0.37

 

$

0.17

 

 

 

 

 

 

 

Diluted earnings per common share

 

$

0.33

 

$

0.15

 

 

 

 

 

 

 

Basic weighted average shares outstanding

 

2,912

 

2,586

 

 

 

 

 

 

 

Diluted weighted average shares outstanding

 

3,224

 

2,917

 

 

See accompanying notes to condensed consolidated financial statements.

 

4



 

Ebix, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2005

 

2004

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

1,068

 

$

446

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

 

 

 

 

Depreciation and amortization

 

329

 

201

 

Stock-based compensation

 

(32

)

40

 

Provision for doubtful accounts

 

2

 

23

 

Changes in assets and liabilities, net of effect of acquisition:

 

 

 

 

 

Accounts receivable

 

(176

)

(1,035

)

Other assets

 

3

 

(72

)

Accounts payable and accrued expenses

 

(58

)

72

 

Accrued payroll and related benefits

 

141

 

(205

)

Deferred revenue

 

501

 

298

 

Net cash provided by (used in) operating activities

 

1,778

 

(232

)

Cash flows from investing activities:

 

 

 

 

 

Acquisition of LifeLink, net of cash acquired

 

 

(4,634

)

Capital expenditures

 

(276

)

(103

)

Net cash used in investing activities

 

(276

)

(4,737

)

Cash flows from financing activities:

 

 

 

 

 

Proceeds from the issuance of common stock, net of issuance costs

 

 

2,977

 

Proceeds from the exercise of the stock options

 

12

 

 

Principal payments under debt obligations

 

(500

)

(30

)

Net cash (used in) provided by financing activities

 

(488

)

2,947

 

Effect of foreign exchange rates on cash

 

56

 

68

 

Net change in cash and cash equivalents

 

1,070

 

(1,954

)

Cash and cash equivalents at the beginning of the period

 

5,843

 

7,915

 

Cash and cash equivalents at the end of the period

 

$

6,913

 

$

5,961

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

Interest paid

 

$

47

 

$

2

 

Income taxes paid

 

$

86

 

$

84

 

 

 

 

 

 

 

Supplemental schedule of noncash investing activities:

 

 

 

 

 

During the first quarter of 2004, the Company purchased all of the capital stock of LifeLink Corporation for consideration which included 200,000 shares of common stock valued at $3,000,000, cash of $5,000,000, and a note payable of $2,226,000.

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

5



 

Ebix, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Note 1.  BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation – These condensed consolidated financial statements are unaudited, include the accounts of Ebix, Inc. and its wholly-owned subsidiaries (Ebix or “the Company”), and reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the results of the interim periods.

 

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements, and accompanying notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.

 

The results of operations for the current interim period are not necessarily indicative of results to be expected for the entire current year.

 

Certain prior period amounts have been reclassified to conform to the current period presentation.

 

Summary of significant accounting policies—

 

Revenue Recognition

 

We apply the provisions of Statement of Position (“SOP”) 97-2, “Software Revenue Recognition,” as amended by Statement of Position 98-9, “Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain Transactions,” to all transactions involving the sale of software.

 

In May 2003, the Financial Accounting Standards Board (“FASB”) finalized the terms of Emerging Issues Task Force Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables” (EITF 00-21), which provides criteria governing how to identify whether goods or services that are to be delivered separately in a bundled sales arrangement should be accounted for separately. Deliverables are accounted for separately if they meet all of the following: a) the delivered items have stand-alone value to the customer; b) the fair value of any undelivered items can be reliably determined; and c) if the arrangement includes a general right of return, delivery of the undelivered items is probable and substantially controlled by the seller. The Company adopted EITF 00-21 on July 1, 2003 for all new revenue arrangements executed subsequent to June 30, 2003 (or significant modification to arrangements existing prior to July 1, 2003). The Company’s current policy is to analyze all new revenue arrangements.

 

To the extent arrangements contain multiple deliverables, the Company performs an analysis of the nature of the deliverables to determine to what extent the deliverables of the arrangement are governed by any higher level literature (as defined in EITF 00-21). EITF 00-21 recognizes arrangements that qualify for treatment under SOP 97-2 and certain arrangements that qualify for contract accounting (i.e. SOP 81-1) as falling under the definition of “higher level literature”. The Company applies the provisions of SOP 97-2, as amended by Statement of Position 98-9, “Modifications of SOP 97-2, Software Revenue Recognition, With Respect to Certain Transactions,” to all arrangements which include software deliverables that are considered more than inconsequential to the other elements in the arrangements. For 2004, all of the Company’s contracts with multiple deliverables have fallen under higher level accounting literature under the provisions of SOP 97-2 and/or SOP 81-1.

 

Although the Company has not been impacted in the current year by the adoption of EITF 00-21, it is possible that EITF 00-21 may affect future periods given the additional revenue streams the Company has initiated, as well as the acquisition activities of the Company.

 

6



 

The Company recognizes revenue for license fees from its software products upon delivery, provided that the fee is fixed and determinable, acceptance has occurred, collectibility is probable and persuasive evidence of an arrangement exists. Revenue from third party software is derived from the licensing of third party software products in connection with sales of the Company’s software licenses, and is generally recognized upon delivery together with the Company’s license revenue. Training, data conversion, installation, and consulting services are generally recognized as revenue when the services are performed and collectibility is probable. Revenue for maintenance and support service is recognized ratably over the term of the support agreement.

 

For arrangements containing multiple elements, revenue is recognized on delivered elements when vendor-specific objective evidence (“VSOE”) of fair value has been established on the undelivered elements, applying the residual method of SOP 98-9. Fair value is determined for each undelivered element based on the price charged for the sale of each element separately. In contracts that contain first year maintenance bundled with software fees, unbundling of maintenance is based on the price charged for renewal maintenance. Revenue for maintenance and support service is recognized ratably over the term of the support agreement.

 

Revenues related to hosting arrangements, including monthly fees as well as any initial registration fees and related custom programming, are recognized ratably over the term of the agreement in accordance with Staff Accounting Bulletin (“SAB”) No. 104 “Revenue Recognition.” Transaction fees are recognized as revenue as the transactions occur and revenue is earned. Revenue is only recognized when collectiblity is probable.

 

Deferred revenue includes maintenance and support payments that have been received or billings recorded prior to performance and, in certain cases, cash collections; amounts received under multi-element arrangements in which VSOE of undelivered elements does not exist and initial registration fees and related service fees under hosting agreements. Revenue is recognized when VSOE of the undelivered elements is established, the elements are delivered, or the obligation to deliver the elements is extinguished.

 

Software arrangements involving significant customization, modification or production are accounted for in accordance with American Institute of Certified Public Accountants Statement of Position 81-1, “Accounting for Performance on Construction-Type and Certain Production-Type Contracts,” using the percentage-of-completion method. The Company recognizes revenue using actual hours worked as a percentage of total expected hours required by the arrangement, provided that the fee is fixed and determinable, there is evidence of an arrangement and recovery of any related recorded asset is considered probable.

 

For business process outsourcing agreements, which include call center services, services are primarily performed on a time and materials basis. Revenue is recognized when the service is performed.

 

Stock Options - At March 31, 2005, the Company had two stock-based employee compensation plans. The Company accounts for stock options issued to employees in accordance with Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees.” The Company has adopted the disclosure only provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation,”and SFAS No. 148, “Accounting for Stock Based Compensation — Transition and Disclosure – an Amendment to FASB Statement No. 123,” for options and warrants issued to employees. Under APB Opinion No. 25, compensation expense is recorded based on the difference, if any, on the measurement date, between the estimated fair value of the Company’s stock and the exercise price of options to purchase that stock. Any resulting compensation expense is amortized on a straight-line basis over the vesting period of the options.

 

7



 

The Company applies APB Opinion No. 25 and related interpretations in accounting for its employee stock-based compensation plans. Had compensation cost for these stock-based compensation plans been determined based on the fair-value method prescribed by SFAS No. 123, using the Black-Scholes option-pricing model, the Company’s net earnings and net earnings per share would have been the pro forma amounts indicated below:

 

 

 

Three Months Ended

 

 

 

March 31, 2005

 

March 31, 2004

 

 

 

 

 

 

 

Net income, as reported

 

$

1,068,000

 

$

446,000

 

Add: Stock-based employee compensation expense included in reported net income, net of related tax effects

 

4,560

 

4,560

 

Deduct: Total stock-based employee compensation expense determined under fair-value based method for all awards, net of related tax effects

 

(474,766

)

(372,885

)

Pro forma net income

 

$

597,794

 

$

77,675

 

 

 

 

 

 

 

Basic earnings per share, as reported

 

$

0.37

 

$

0.17

 

Diluted earnings per share, as reported

 

$

0.33

 

$

0.15

 

Basic earnings per share, pro forma

 

$

0.21

 

$

0.03

 

Diluted earnings per share, pro forma

 

$

0.19

 

$

0.03

 

 

In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment” (“FAS 123R”), which revises and replaces SFAS No. 123, “Accounting for Stock-Based Payment” and supercedes APB Opinion No. 25, “Accounting for Stock Issued to Employees.” FAS 123R requires the measurement of all share-based payments to employees, including grants of employee stock options, using a fair-value based method and the recording of such expense in the Company’s consolidated statements of operations. The pro-forma disclosures previously permitted under SFAS No. 123 will no longer be an alternative to financial statement recognition. The provisions of FAS 123R were to have been effective for reporting periods beginning after June 15, 2005. At the end of March, the SEC staff released Staff Accounting Bulletin No. 107 (SAB 107), providing guidance for implementing FASB No. 123R.  Subsequently, the Commission delayed the implementation dates for FAS123R to the start of the Company’s fiscal year.  As a result, the Company will be required to comply with the provisions of FAS123R beginning January 1, 2006.The Company is evaluating the requirements of FAS 123R, but because the Company is accounting for employee stock option grants in a footnote disclosure as permitted by SFAS No. 123, the adoption of FAS 123R will have an impact on the Company’s consolidated results of operations.

 

Non-employee Stock Compensation—The Company accounts for stock-based compensation issued to non-employees in accordance with SFAS No. 123 and EITF Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in conjunction with Selling Goods or Services.” SFAS No. 123 establishes a fair value-based method of accounting for stock-based compensation plans. Under the fair-value based method, compensation cost is measured at the grant date based on the value of the award, which is calculated using an option pricing model, and is recognized over the service period, which is usually the vesting period.

 

Note 2.  STOCK OPTIONS

 

During the first quarter of 2005, the Company did not grant any stock options to employees; however, options to purchase a total of 10,575 shares of the Company’s Common Stock were issued to non-employee directors subsequent to the Company’s annual meeting of stockholders held on January 14, 2005. These options were granted at an exercise price per share of 100% of the fair market value of a share of Common Stock on the date of the grant. These options become exercisable on the last day of each of the four calendar quarters, beginning with the first calendar quarter ending on or after the date of the grant, and have a term of ten years beginning on the date of grant.

 

8



 

The Company has granted stock options outside the Company’s stock option plans to non-employee consultants to purchase up to an aggregate of 57,000 shares of the Company’s common stock, of which options to purchase 34,500 shares were outstanding at March 31, 2005.  These options were granted at prices determined by the Board of Directors (at no less than 100 percent of the market price on the date of grant).  The options have a four-year vesting period and must be exercised within ten years of the date of the grant. These non-employee options were valued using the fair value method as prescribed by SFAS No. 123 using the following assumptions: volatility of 51%, risk free interest rate of 4.59% and a 10-year term. Options issued prior to 2001 are performance-based awards, with no service commitment and subject to vesting only if the Company’s stock price reaches a certain level. Options issued in 2001 vest over four years, but vesting accelerates if a performance target is achieved.  At March 31, 2005, non-employee options to purchase 8,340 shares were vested. The Company recognized a credit to compensation expense of approximately $38,000 related to these options during the three-month period ended March 31, 2005. The Company recognized compensation expense of approximately $34,000 related to these options during the three-month period ended March 31, 2004.

 

On August 11, 2003, the Company granted 25,000 options to purchase the Company’s common stock to an employee who is the brother of the Chief Executive Officer, in connection with his joining the Company as an employee.  The option grantee was an employee when he received the grant.   The options vest over four years from the date of grant, expire ten years from the date of grant, and were issued with an exercise price below the fair market value of the stock on the date of grant.  This grant was not subject to any of the Company’s stock option plans.  The total intrinsic value associated with the granting of these options was $96,250, which will be recognized ratably as compensation expense over the four-year vesting period in accordance with APB Opinion No. 25. The Company recognized compensation expense of approximately $6,000 related to these options during each of the three-month periods ended March 31, 2005 and March 31, 2004 .

 

Note 3.  EARNINGS PER SHARE

 

Basic earnings per share (“EPS”) is equal to net income divided by the weighted average number of shares of common stock outstanding for the period. The weighted average number of shares outstanding for the three months ended March 31, 2005 and March 31, 2004 was 2,912,432 and 2,585,876, respectively. Diluted EPS is calculated as if the Company had additional common stock outstanding from the beginning of the year or the date of grant for all common stock equivalents, net of assumed repurchased shares using the treasury stock method.  Diluted EPS recognizes the dilutive effect of common stock equivalents and is equal to net income divided by the sum of the weighted average number of shares outstanding and common stock equivalents. For the three months ended March 31, 2005 and March 31, 2004, the Company’s common stock equivalents consisted of stock options.  For the three months ended March 31, 2005, the effect of this calculation resulted in an increase in the weighted average number of shares outstanding of 312,055. At March 31, 2005, the fully diluted weighted average number of shares outstanding was 3,224,487.  For the three months ended March 31, 2004, the effect of this calculation resulted in an increase in the weighted average number of shares outstanding of 331,403. At March 31, 2004, the fully diluted weighted average number of shares outstanding was 2,917,279.   At March 31, 2005, there were 387,692 shares potentially issuable with respect to stock options, which could dilute EPS in the future but which were excluded from the diluted EPS calculation because their effect was antidilutive.

 

Note 4.  COMPREHENSIVE INCOME

 

 

 

Three Months Ended March 31,

 

 

 

2005

 

2004

 

 

 

 

 

 

 

Net income

 

$

1,068,000

 

$

446,000

 

Other comprehensive income – foreign currency translation adjustment

 

86,000

 

68,000

 

Comprehensive income

 

$

1,154,000

 

$

514,000

 

 

9



 

Note 5.  RELATED PARTY TRANSACTIONS AND SIGNIFICANT CUSTOMERS

 

In 2001, the Company issued 868,000 shares of its common stock to BRiT Insurance Holdings PLC (“BRiT”), for $7,000,000. The total shares held by BRiT at March 31, 2005 was 930,163, representing an equity ownership of approximately 32 percent.  At March 31, 2005, BRiT owned approximately 70% of CF Epic Insurance and General Fund, which owned approximately 8% of the Company’s common stock.

 

The Company has entered into various software and service agreements with BRiT.  During the first quarter of 2005, approximately $878,000 was recognized as revenue from BRiT and its affiliates. During the first quarter of 2004, approximately $953,000 was recognized as revenue from BRiT and its affiliates. Total accounts receivable from BRiT and its affiliates at March 31, 2005 and December 31, 2004 were $406,000 and $718,000, respectively.

 

During the first quarter of 2005 and 2004, approximately $625,000 and $678,000, respectively, was recognized as revenue from another significant customer, AON.  Total accounts receivable from AON at March 31, 2005 and December 31, 2004 were $194,000 and $186,000, respectively.

 

Note 6.  ACQUISITION OF LIFELINK

 

On February 23, 2004, the Company acquired LifeLink Corporation (“LifeLink”), and the operations of LifeLink have been included in the Company’s financial statements since that date. Under terms of the agreement, the Company acquired all of the outstanding capital stock of LifeLink from its shareholders in exchange for an aggregate purchase price of $10,354,000 payable as follows: $5,000,000 paid in cash at closing, $2,500,000 in a non-interest bearing note payable in cash in annual installments of $500,000 over five years (present value computed as $2,226,000), and $3,000,000 payable in 200,000 shares of the common stock of the Company issued at the time of closing to one of the LifeLink shareholders. The Company also capitalized approximately $128,000 of transaction costs in conjunction with the LifeLink acquisition. In connection with the 200,000 shares of common stock issued to a former shareholder, that person received from Ebix the option to sell his stock back to Ebix subject to specified time frames and prices as discussed below.

 

The Company classified $2,700,000 of the value of the common stock issued as temporary equity, “redeemable common stock,” in the consolidated balance sheet due to the existence of the holder’s embedded put option. At any time during the one month period commencing on the date which is 18 months after February 23, 2004 and ending 19 months after February 23, 2004, the holder of the redeemable common stock had a one-time right to require the Company to purchase all of the holder’s 200,000 shares, originally valued at $15.00 per share in the acquisition of LifeLink, for a discounted price of $13.50 per share minus the aggregate purchase price received by the holder from any sales of these shares of common stock prior to the exercise of the put option. As of March 31, 2005, the holder had not sold any of the shares of the Company’s common stock received in this transaction. On April 28, 2005, the Company repurchased at a price of $13.50 per share the 200,000 shares of its common stock issued to the former LifeLink shareholder.  See note 11 below.

 

The following table summarizes the estimated fair value of the LifeLink assets acquired and liabilities assumed at the date of acquisition.

 

(in thousands)

 

Current assets

 

$

1,199

 

Property and equipment

 

119

 

Intangible assets

 

3,518

 

Goodwill

 

5,989

 

Total assets acquired

 

10,825

 

Current liabilities

 

471

 

Total liabilities assumed

 

471

 

Net assets acquired

 

$

10,354

 

 

10



 

Of the $3,518,000 of intangible assets acquired, $977,000 was assigned to developed technology with a remaining estimated useful life of five years, $299,000 was assigned to trademarks with a remaining estimated useful life of five years and $2,242,000 was assigned to customer relationships with a remaining estimated useful life of seven years. The Company recorded $144,000 and $68,000 of amortization related to these intangibles for the periods ended March 31, 2005 and March 31, 2004, respectively.

 

(in thousands)

 

Estimated Amortization Expenses:

 

For the year ending December 31, 2005

 

$

575

 

For the year ending December 31, 2006

 

$

575

 

For the year ending December 31, 2007

 

$

575

 

For the year ending December 31, 2008

 

$

575

 

For the year ending December 31, 2009

 

$

358

 

Thereafter

 

$

367

 

 

The acquisition of LifeLink was consistent with the Company’s overall focus on marketing software to insurance agents and brokers. This acquisition increased sales and revenue of the consolidated total while providing significant sales opportunities for the Company’s other existing services.

 

Note 7.—ACQUISITION OF HEART

 

On July 1, 2004, Ebix Australia Pty Ltd, which is a wholly-owned subsidiary of the Company, acquired certain of the operating assets of Heart Consulting Services Pty Ltd (“Heart”), and the operations of Heart have been included in the Company’s financial statements since that date. Under terms of the agreement, the Company acquired the operating assets of Heart in exchange for an aggregate purchase price of $7,116,000 payable as follows: $3,619,000 paid in cash at closing (subsequent to closing, the former owner of Heart paid the Company $467,000 for deferred revenue and a vacation accrual settlement), $1,399,000 payable under stand-by letters of credit issued by the Company’s lender on the Company’s line of credit in three equal annual installments on each of the first, second and third anniversaries of the closing (present value computed as $1,293,000), and $2,098,000 payable in 157,728 shares of the common stock of the Company issued at the time of closing. The Company also capitalized approximately $241,000 of transaction costs in conjunction with the Heart acquisition. In connection with the 157,728 shares of common stock issued, the owners of Heart received from Ebix the option to sell their stock back to Ebix subject to specified time frames and prices as discussed below.

 

The Company classified $1,541,000 of the value of the common stock issued as temporary equity, “redeemable common stock,” in the condensed consolidated balance sheet due to the existence of the holder’s embedded put option. At any time during the one month period commencing January 3, 2006 and ending February 3, 2006, the holder of the redeemable common stock has a one-time right to require the Company to purchase all of the holder’s 157,728 shares at a price of $1,399,000 minus the aggregate purchase price received by the holder from any sales of these shares of common stock prior to the exercise of the put option. As of March 31, 2005, the holder had not sold any of the shares of the Company’s common stock received in this transaction.

 

11



 

Concurrent with the acquisition, the Company ascribed a preliminary value to each of the assets and liabilities assumed from the acquisition of Heart. Upon final review of the acquisition, the purchase price was reallocated. The following table summarizes the estimated fair value of the Heart assets acquired and liabilities assumed at the date of acquisition subsequent to the reallocation.

 

(in thousands)

 

Current assets

 

$

467

 

Property and equipment

 

43

 

Intangible assets

 

1,229

 

Goodwill

 

5,945

 

Total assets acquired

 

7,684

 

Current liabilities

 

467

 

Total liabilities assumed

 

467

 

Net assets acquired

 

$

7,217

 

 

Of the $1,229,000 of intangible assets acquired, $630,000 was assigned to customer relationships with a remaining useful life of four years, $410,000 was assigned to developed technology and $189,000 was assigned to trademarks with remaining estimated useful lives of five years. The Company recorded $74,000 of amortization expense related to these intangible assets for the period ended March 31, 2005.  There was no amortization expense related to these intangibles for the period ended March 31, 2004 as the acquisition was consummated in July 2004.

 

(in thousands)

 

Estimated Amortization Expenses:

 

For the year ended December 31, 2005

 

$

307

 

For the year ended December 31, 2006

 

$

307

 

For the year ended December 31, 2007

 

$

307

 

For the year ended December 31, 2008

 

$

220

 

For the year ended December 31, 2009

 

$

66

 

 

The acquisition of Heart was consistent with the Company’s overall focus on marketing software to insurance agents and brokers. This acquisition increased sales and revenue of the consolidated total while providing significant sales opportunities for the Company’s other existing services.

 

12



 

Note 8.—PROFORMA FINANCIALS

 

The following unaudited pro forma financial information for the three months ended March 31, 2004 presents the consolidated operations of the Company as if the LifeLink and Heart acquisitions had been made on January 1, 2004, after giving effect to certain adjustments for the pro forma acquisition as of the acquisition date. The Company made adjustments primarily for the amortization of intangible assets and interest expense related to the acquisitions. The unaudited pro forma financial information is provided for informational purposes only and does not project the Company’s results of operations for any future period:

 

 

 

Three Months Ended
March 31, 2004

 

 

 

 

 

Revenue

 

$

5,446,000

 

Net income

 

552,000

 

Basic earnings per share

 

$

0.19

 

Diluted earnings per share

 

$

0.17

 

 

Note 9.—LINE OF CREDIT

 

Bank Line of Credit

 

In October 2002, the Company entered into a revolving line of credit, secured by a perfected first security interest in the Company’s assets, for $1,000,000 with interest payable on outstanding borrowings at the prime rate. The existing revolving line of credit with LaSalle Bank National Association was increased to $5,000,000 during February 2004 and the agreement was amended in April 2004. On February 23, 2005, the Company entered into a second amendment to the credit agreement, which was effective as of December 31, 2004 and added a requirement that the Company include in its quarterly deliveries to the bank an income statement of the Company showing EBITDA (as defined in the agreement) of the Company, eliminated a covenant of the Company to maintain a minimum tangible net worth (as defined in the agreement) and added a covenant that the Company maintain a maximum senior debt to EBITDA ratio. The Company was in compliance with the amended maximum senior debt to EBITDA ratio covenant at December 31, 2004. This amendment memorialized an understanding that had been reached with the lender prior to December 31, 2004. Major features of the line, as amended, include an interest rate stated at prime, security at 60% of the amount of the line in a restricted interest bearing account and timely financial reporting requirements. The line of credit will expire on October 31, 2005. As of March 31, 2005 total borrowings on this line were $3,500,000, of which $3,000,000 was classified as restricted cash because it was restricted from use in accordance with the line of credit agreement. The agreement provides that the line was secured by substantially all of the Company’s assets.

 

The Company was in compliance with all debt covenants at March 31, 2005.

 

 

Letters of Credit

 

Under terms of the agreement with Heart Consulting Services Pty Ltd. (see note 7), $1,399,000 is payable by the Company under stand-by letters of credit issued by the Company’s lender on the Company’s line of credit in three equal annual installments on each of the first, second and third anniversaries of the closing of the Heart asset acquisition (present value computed as $1,293,000). The three letters of credit expire on July 31, 2005, July 31, 2006 and July 31, 2007, respectively.

 

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Note 10.—ANNUAL MEETING

 

On January 14, 2005, the stockholders of the Company approved an amendment to the Company’s 1996 Stock Incentive Plan (the “1996 Plan”), which increased by 300,000, to 1,137,500, the number of shares of the Company’s common stock reserved and available for grant under the 1996 Plan and prohibited the repricing of options granted under the 1996 Plan.

 

On January 14, 2005, following the approval of the Company’s stockholders, the Company’s Certificate of Incorporation was amended to reduce the number of authorized shares of the Company’s common stock from 40,000,000 to 10,000,000 and the number of authorized shares of the Company’s preferred stock from 2,000,000 to 500,000.

 

Note 11. – SUBSEQUENT EVENTS

 

On April 28, 2005 the Company repurchased 200,000 shares of its common stock at a price of $13.50 per share. The shares were originally issued as part of the $10,354,000 in consideration the Company paid in its acquisition of LifeLink in February 2004 (see note 7).  The 200,000 shares were valued at $15.00 per share at the time of the transaction, or $3.0 million in aggregate, and Ebix provided a “put” option that enabled LifeLink’s founder to sell the shares back to Ebix at a 10% discount to the $15.00 issue price.  The put option was to be effective on August 23, 2005, but Ebix and the shareholder mutually agreed to accelerate the timing of the exercise of the put option.

 

14



 

Item 2.             MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following information should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in Part 1. Item 1 of this Quarterly Report, and the audited consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.

 

Overview

 

The Company’s product and service strategy focuses on the following five areas: (1) providing software development services to insurance carriers, brokers and agents (2) worldwide sale, customization, development, implementation and support of its insurance carrier system product, BRICS, (3) worldwide sales and support of agency management systems, including EbixASP and eglobal, (4) expansion of connectivity between consumers, agents, carriers and third party providers through Ebix.com, LifeLink, INS-Site and Exchange, and (5) business process outsourcing services, which include call center and back office, either off site or at the Company’s facilities. Software delivered online through application service provider (“ASP”) models and connectivity products are recorded as services by the Company. The Company anticipates that future revenue will be provided principally by development services, the sale and licensing of BRICS, international operations, LifeLink, call center services and support.

 

On February 23, 2004, the Company acquired LifeLink Corporation (which is referred to in this 10-Q as “LifeLink” but was renamed to EbixLife on May 2, 2005), and the operations of LifeLink have been included in the Company’s financial statements since that date. On July 1, 2004, Ebix Australia Pty Ltd (VIC), which is a wholly-owned subsidiary of the Company, acquired certain operating assets of Heart Consulting Services Pty Ltd (“Heart”), and the operations of Heart have been included in the Company’s financial statements since that date. Accordingly, the first quarter of 2005 reflects the Company’s ownership of LifeLink and Heart for the entire quarter as opposed to the first quarter of 2004, which reflects the Company’s ownership of LifeLink for only part of the quarter and no ownership of Heart.

 

Critical Accounting Policies

 

The Company’s “critical accounting policies” are those that require application of management’s most difficult, subjective or complex judgements, often as a result of the need to make estimates about matters that are inherently uncertain and may change in future periods. The Company has identified the following as its critical accounting policies: revenue recognition, estimating the allowance for doubtful accounts receivable and accounting for income taxes. For a discussion of these policies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.

 

Results of Operations

 

Three-Month Period Ended March 31, 2005 Compared to the Three-Month Period Ended March 31, 2004

 

Total Revenue - The Company’s revenue has been derived from the licensing and sale of proprietary software and third party software (“Software”) and from professional services and support services (“Services”). Services include consulting, implementation, training and project management provided to the Company’s customers with installed systems and those in the process of installing systems. Also included in Services are fees for software license maintenance, LifeLink services (February 23, 2004 to March 31, 2004 for the quarter ended March 31, 2004, and the entire quarter ended March 31, 2005), Heart services (for the quarter ended March 31, 2005 only, as Heart was acquired in July 2004), initial registration and ongoing monthly subscription fees for the EbixASP product and transaction fees generated from the Ebix.mall website, as well as software development and call center revenue. Total revenue for the quarter ended March 31, 2005 increased $1,970,000, or 50.1%, to

 

15



 

$5,904,000 from $3,934,000 for the comparable quarter of the prior year.

 

Software Revenue - Software revenue is comprised of revenue from the sale of Ebix (formerly “cd”) products, current legacy products, and other third party software.  Total software revenue for the first quarter of 2005 decreased $25,000, or 11.0%, to $202,000 from $227,000 for the comparable quarter of the prior year. As the Company has changed its focus to e-commerce products and services, the Company expects future revenue to be comprised primarily of services revenue.

 

Services Revenue — Total services revenue for the first quarter of 2005 increased $1,995,000, or 53.8%, from $3,707,000 for the comparable quarter of the prior year.  This increase was due to the inclusion of a full quarter of LifeLink revenue, which resulted in an increase of approximately $1,092,000, the inclusion of Heart service revenue of $882,000, an increase in consulting revenue of $101,000, an increase in Ebix.mall revenue of $50,000 and an increase in call center revenue of $45,000, partially offset by a decrease in support revenue associated with legacy products of $85,000, a decrease in EbixASP revenue of $55,000, a decrease in International service revenue of $20,000, a decrease in INS-Site revenue of $11,000 and a decrease in hosting revenue of $4,000.

 

During the first quarter of 2005 and 2004, approximately $878,000 and $953,000, respectively was recognized as services revenue from BRiT Insurance Holdings PLC (“BRiT”) and its affiliates.  The amounts represented 15% and 24%, of the Company’s total revenues for the first quarters of 2005 and 2004, respectively. BRiT owned approximately 32% of the Company’s common stock as of March 31, 2005.  In addition, the Company has been informed that, as of March 31, 2005, BRiT owned approximately 70% of the equity interests of CF Epic Insurance and General Fund, which at March 31, 2005 owned approximately 8% of the Company’s outstanding common stock. For the three-month periods ended March 31, 2005 and March 31, 2004, 11% and 17% of the Company’s total revenues were from AON.  Neither BRiT and its affiliates nor AON have long-term agreements with the Company that provide certainty that such revenues will be recurring.

 

Support revenue associated with the Company’s legacy products is decreasing due to a trend of declining renewals for these older product offerings.

 

 

 

Support
Revenue

 

Total
Revenue

 

 

 

 

 

 

 

First quarter of 2005

 

$

785,000

 

$

5,904,000

 

First quarter of 2004

 

$

870,000

 

$

3,934,000

 

 

Support revenue decreased $85,000, or 10%, and as a percentage of total revenue decreased to 13% from 22%, in the first quarter of 2005, compared to the first quarter of 2004.

 

Based on historical data, the Company expects that legacy support revenue will continue to decrease by approximately 20% each year on a declining balance.  The Company expects the legacy support revenue will continue as long as it is economically feasible for the Company to maintain and support the legacy products.  As revenue from the legacy support decreases, costs will be reduced. When income from legacy support falls below breakeven, operations will be reviewed to determined if costs can be further reduced for the activity to be profitable, and if not, the Company plans to discontinue supporting the legacy products. The Company cannot predict when this will occur.

 

The Company expects that future Services revenue will be derived from this support, the sale of BRICS as well as EbixASP registration and monthly fees, LifeLink Services, Heart Services, software development and call center and, to a much lesser extent all transaction revenues from Ebix.mall, EbixExchange (INS-Site), conversion and training.

 

Services and other costs - Cost of services revenue includes costs associated with support, call center, consulting, implementation and training services.  Total services and other costs for the quarter increased $243,000, or 20.9%, from $1,163,000 for the comparable quarter of the prior year.  This increase was due to an

 

16



 

increase in payroll expenses related to the acquisition of LifeLink of $91,000 and Heart of $123,000, an increase in facility costs of $69,000 and an increase in international support costs of $35,000, partially offset by a decrease in expenses for required services to support the Company’s products of $49,000 and a decrease in non-LifeLink and Heart related payroll of $26,000.

 

Product Development Expenses - Total product development expenses for the first quarter of 2005 increased $234,000, or 41.8%, from $560,000 for the comparable quarter of the prior year. This increase was due to an increase in payroll expenses related to LifeLink of $135,000, an increase in non-LifeLink domestic payroll expenses of $32,000, an increase in India payroll expenses of $11,000 and an increase in Canadian payroll expenses of $2,000.  In addition, facility costs increased $54,000 as a result of the increases in headcount in various locations.

 

Sales and Marketing Expenses - Total sales and marketing expenses for the first quarter of 2005 increased $205,000, or 75.1%, from $273,000 for the comparable quarter of the prior year.  This increase was attributable to an increase in payroll expenses related to LifeLink of $56,000, an increase in non-LifeLink domestic payroll of $62,000, an increase in Heart payroll of $24,000, an increase in facility costs related to the increase in headcount of $37,000, an increase in travel expenses of $21,000, an increase in costs of office supplies of $13,000, and an increase in advertising expenses of $6,000, partially offset by a decrease in international sales and marketing of $8,000 and a decrease in consulting expenses of $6,000.

 

General and Administrative Expenses —Total general and administrative expenses for the quarter increased $503,000, or 42.4%, from $1,186,000 for the comparable quarter of the prior year.  This increase was due to an increase in accrued bonus of $174,000, primarily as a result of one quarter of the 2005 supplemental bonus being accrued compared to no such accrual in 2004, operating expenses related to Heart of $98,000, an increase in audit and legal fees of $92,000, and an increase in general business operation expenses related to LifeLink and Heart of $139,000.

 

Amortization and depreciation Expenses – Total amortization and depreciation expenses for the quarter increased $128,000, or 63.7%, from $201,000 for the comparable quarter of the prior year.  This increase was due to the addition of LifeLink intangible assets in February 2004 and Heart intangible assets in July 2004.   Total Heart intangible amortization for the quarter was $74,000 compared to no such amortization in the comparable quarter of the prior year, as Heart was acquired in July 2004.  Total LifeLink intangible amortization increased $77,000 for the quarter to $144,000 from $67,000 in the comparable quarter of the prior year.  This increase reflects a partial quarter of amortization in 2004, as LifeLink was acquired February 23, 2004, compared to a full quarter of amortization in 2005.  In addition, depreciation expense increased $4,000 as a result of an increase in assets acquired as part of the LifeLink acquisition and amortization of capitalized software decreased $27,000 for the quarter as capitalized software was fully amortized.

 

Income tax expenseThe effective tax rate for the first quarter of 2005 was lower than the rate for the comparable quarter of the prior year due to a different income mix among the various tax jurisdictions in which the Company does business.

 

Liquidity and Capital Resources

 

The Company had cash and cash equivalents of $6,913,000 and restricted cash of $3,000,000 at March 31, 2005, compared to cash and cash equivalents of $5,843,000 and restricted cash of $3,000,000 at December 31, 2004. The Company had cash and cash equivalents of $3,212,000 and restricted cash of $3,000,000 at April 30, 2005; the decrease in cash from March 31, 2005 was primarily due to the stock repurchase for $2,700,000 on April 28, 2005 (see note 11) and bonus payouts of $1,200,000 on April 1, 2005.

 

During the three months ended March 31, 2005, the Company generated operating cash flow of $1,778,000 as compared to $232,000 of negative operating cash flow for the three months ended March 31, 2004. This increase in cash flow from operations in the three months ended March 31, 2005 resulted primarily from $1,068,000 of net income, an increase in deferred revenue of $501,000 primarily related to the acquisition of LifeLink and Heart, $329,000 in amortization and depreciation and in increase in accrued payroll and related benefits of $141,000,

 

17



 

partially offset by a decrease in accounts receivable of $177,000 and an decrease in accounts payable and accrued benefits of $58,000.  These balance sheet fluctuations are normal consequences of timing differences between accruals and their cash settlement.

 

Cash used in investing activities of $276,000 in the three months ended March 31, 2005  primarily represented capital expenditures primarily related to the relocation of the Sydney Australia office.  Cash used in financing activities of $488,000 resulted from the Company’s payment of a long-term debt obligation, partially offset by the proceeds from the exercise of stock options.

 

Cash used in investing activities of $4,737,000 in the three months ended March 31, 2004 represented expenditures made primarily as a result of the Company’s acquisition of LifeLink.  Cash provided by financing activities of $2,947,000 resulted from the Company’s sale of common stock during the quarter.

 

In October 2002, the Company entered into a revolving line of credit, secured by a perfected first security interest in the Company’s assets, for $1,000,000, with interest payable on outstanding borrowings at the prime rate. The existing revolving line of credit with LaSalle Bank National Association was increased to $5,000,000 during February 2004 and the agreement was amended in April 2004. On February 23, 2005, the Company entered into a second amendment to the credit agreement, which was effective as of December 31, 2004 and added a requirement that the Company include in its quarterly deliveries to the bank an income statement of the Company showing EBITDA (as defined in the agreement) of the Company, eliminated a covenant of the Company to maintain a minimum tangible net worth (as defined in the agreement) and added a covenant that the Company maintain a maximum senior debt to EBITDA ratio. This amendment memorialized an understanding that had been reached with the lender prior to December 31, 2004. Major features of the line, as amended, include an interest rate stated at prime, security at 60% of the amount of the line in a restricted interest bearing account and timely financial reporting requirements. The line of credit will expire on October 31, 2005. As of March 31, 2005 total borrowings on this line were $3,500,000, of which $3,000,000 was classified as restricted cash because it was restricted from use in accordance with the line of credit agreement. The agreement provides that the line is secured by substantially all of the Company’s assets. The Company was in compliance with all debt covenants at March 31, 2005.

 

On February 23, 2004, the Company acquired LifeLink , and the operations of LifeLink have been included in the Company’s financial statements since that date. Under terms of the agreement, the Company acquired all of the outstanding capital stock of LifeLink from its shareholders in exchange for an aggregate purchase price of $10,354,000, payable as follows: $5,000,000 paid in cash at closing, $2,500,000 in a non-interest bearing note payable in cash in annual installments of $500,000 over five years (present value computed as $2,226,000), and $3,000,000 payable in 200,000 shares of the common stock of the Company issued at the time of closing. On February 23, 2005, the Company paid the first installment of $500,000 in accordance with the note agreement. On April 28, 2005 the Company repurchased the 200,000 shares of its common stock at a price of $13.50 per share. See note 7 and 11 to the condensed consolidated financial statements included in this Form 10-Q for a discussion of the redeemable common stock.

 

On July 1, 2004, Ebix Australia Pty Ltd (VIC), which is a wholly-owned subsidiary of the Company, acquired certain operating assets of Heart Consulting Services Pty Ltd (“Heart”), and the operations of Heart have been included in the Company’s financial statements since that date. Under terms of the agreement, the Company acquired the operating assets of Heart in exchange for an aggregate purchase price of $7,116,000 payable as follows: $3,619,000 paid in cash at closing (subsequent to closing, the former owner paid the Company $467,000 for deferred revenue and a vacation accrual settlement), $1,399,000 payable under stand-by letters of credit issued by the Company’s lender on the Company’s line of credit in three equal annual installments on each of the first, second and third anniversaries of the closing (present value computed as $1,293,000), and $2,098,000 payable in 157,728 shares of the common stock of the Company issued at the time of closing. See note 8 to the condensed consolidated financial statements included in this Form 10-Q for a discussion of the redeemable common stock.

 

In planning for its capital needs, the Company takes into account its sources of cash, which include operating cash flow, cash balances and funds from credit facilities, and anticipated future cash needs, which include

 

18



 

working capital requirements for operations, capital expenditures, and expenditures for business acquisitions.  Based on these considerations, the Company believes it will have sufficient cash from operations to satisfy its contractual obligations for at least the next several years.

 

The following summarizes the Company’s contractual obligations at March 31, 2005, and the effect such obligations are expected to have on the Company’s liquidity and cash in future periods (in thousands):

 

 

 

Payment Due by Period

 

 

 

Total

 

Less Than 1
Year

 

1 – 3 Years

 

3- 5 Years

 

More Than 5
Years

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Contractual Obligations:

 

 

 

 

 

 

 

 

 

 

 

Long-Term Debt Obligations (1) (2)

 

$

11,140

 

$

7,475

 

$

3,665

 

$

 

$

 

Operating Leases Obligations

 

2,501

 

780

 

1,279

 

304

 

138

 

Capital Leases Obligations

 

 

 

 

 

 

Total

 

$

13,641

 

$

8,255

 

$

4,944

 

$

304

 

$

138

 

 


(1)     $2,700,000 was contingent upon exercise of the holder’s put option to require the Company to purchase the holder’s redeemable common stock. On April 28, 2005 the Company repurchased 200,000 shares of its common stock at a price of $13.50 per share. See note 7 and 11 to the condensed consolidated financial statements included in this Form 10-Q.

 

(2)     $1,541,000 is contingent upon exercise of the holder’s put option to require the Company to purchase the holder’s redeemable common stock in connection with the Heart acquisition. See note 8 to the condensed consolidated financial statements included in this Form 10-Q.

 

Safe Harbor for Forward-Looking Statements under the Securities Litigation Reform Act of 1995 – This Quarterly Report on Form 10-Q contains various forward-looking statements and information that are based on management’s beliefs, as well as assumptions made by, and information currently available to management, including statements regarding future economic performance and financial condition, liquidity and capital resources, acceptance of the Company’s products by the market and management’s plans and objectives. The Company has tried to identify such forward looking statements by use of words such as “expects,” “intends,” “anticipates,” “plans,”  “believes, “will,” “should,” and similar expressions, but these words are not the exclusive means of identifying such statements. The forward looking statements included in this Quarterly Report are subject to various risks, uncertainties and other factors which could cause actual results to vary materially from those expressed in, or implied by, the forward looking statements.  Such risks, uncertainties and other factors include those discussed in “Risk Factors” below. Except as expressly required by the federal securities laws, the Company undertakes no obligation to update any such factors or to publicly announce the results of any of the forward-looking statements contained herein to reflect changed circumstances or future events or developments or for any other reason.

 

19



 

Risk Factors

 

You should carefully consider the risks, uncertainties and other factors described below, along with all of the other information included in this quarterly report on Form 10-Q, because they could materially and adversely affect our business, financial condition, operating results, cash flows and prospects and/or the market price of our common stock.  This risk factors section is written in response to the Securities and Exchange Commission’s “plain English” guidelines.  In this section, the words “we,” “us,” “our” and “ours” refer to the Company and not any other person.

 

Risks Related To Our Business and Our Industry

 

You may have difficulty evaluating our business because of our limited history of Internet, call center and other business process outsourcing.

 

Although our predecessor began operations in 1976, we did not begin any Internet operations until September 1999 and did not begin generating revenues from these operations until the fourth quarter of 2000. We did not begin any call center or other business process outsourcing operations or begin generating revenues from these operations until the first quarter of 2003. Accordingly, there is a limited history of these operations on which you can evaluate our company and prospects. We cannot be certain that our Internet, call center and other business process outsourcing strategies will be successful, because these strategies are new. Our early-stage Internet, call center and other business process outsourcing operations will be particularly susceptible to the risks and uncertainties described in these risk factors and more likely to incur the expenses associated with addressing them. Our prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in a transitional stage of development, particularly companies in new and rapidly evolving markets, such as electronic commerce, and using new and unproven business models.

 

Because the support revenue that we have traditionally relied upon has been steadily declining, it is important that new sources of revenue continue to be developed.

 

Our revenue from the support services we offer in connection with our legacy software products has been decreasing significantly over the course of the past few years. This decline can be attributed to the fact that many of our support clients are not renewing their support agreements with us, in many cases because they are no longer using our legacy software. Even if they are continuing to use our legacy software, our support clients may choose not to renew their support agreements if their legacy software products no longer require support or they use third party support. In addition, some of the clients who use our support services have reduced the level of support that we provide them, which in turn reduces our support revenue. This downward trend in our support revenue makes us particularly dependent upon our other sources of revenue.

 

Two customers currently provide a significant percentage of our total revenue.

 

Revenues from one customer, BRiT Insurance Holdings PLC and its affiliates, which at May 2, 2005 owned approximately 34.0% of our common stock and approximately 70% of CF Epic Insurance and General Fund, which at that date owned approximately 8.2% of our common stock, represented approximately 15% and 24% of our total revenue for the three-month periods ended March 31, 2005 and 2004, respectively. If revenues from this customer were to discontinue, our operating results could be adversely affected.

 

Revenues from another customer, AON, represented approximately 11% and 17% of our total revenue for the three-month periods ended March 31, 2005 and 2004. If revenues from this customer were to discontinue, our operating results could be adversely affected.

 

Adverse insurance industry economics could adversely affect our revenues.

 

We are dependent on the insurance industry, which may be adversely affected by current economic and world political conditions.

 

20



 

Our operating results may fluctuate dramatically.

 

Our quarterly operating results may fluctuate significantly in the future due to a variety of factors that could affect our revenues or our expenses in any particular quarter. You should not rely on our results of operations during any particular quarter as an indication of our results for a full year or any other quarter. Factors that may affect our quarterly results may include the loss of a significant insurance agent, carrier or broker relationship or the merger of any of our participating insurance carriers with one another.

Our operating expenses are based in part on our expectations of our future revenues and are relatively fixed in the short term. We may be unable to adjust spending quickly enough to offset any unexpected revenue shortfall.

 

We cannot predict our future capital needs and we may not be able to secure additional financing when we need it.

 

We may need to raise additional funds in the future in order to fund more aggressive brand promotion or more rapid expansion, to develop new or enhanced services, to respond to competitive pressures or to make acquisitions. Any required additional financing may not be available on terms favorable to us, or at all. If adequate funds are not available on acceptable terms, we may be unable to meet our business or strategic objectives or compete effectively. If additional funds are raised by our issuing equity securities, stockholders may experience dilution of their ownership interests, and the newly issued securities may have rights superior to those of our common stock. If additional funds are raised by our issuing debt, we may be subject to limitations on our activities.

 

Any acquisitions that we undertake could be difficult to integrate, disrupt our business, dilute stockholder value and harm our operating results.

 

We recently acquired LifeLink and certain assets of Heart and may in the future acquire or make investments in complementary businesses, technologies, services or products if appropriate opportunities arise. The process of integrating LifeLink, Heart or any other acquired business, technology, service or product into our business and operations may result in unforeseen operating difficulties and expenditures. Integration of an acquired company also may consume much of our management’s time and attention that could otherwise be available for ongoing development of our business. Moreover, the anticipated benefits of the LifeLink and Heart acquisitions or any other acquisition may not be realized. Furthermore, we may be unable to identify, negotiate or finance future acquisitions successfully. Future acquisitions could result in potentially dilutive issuances of equity securities or the incurrence of debt, contingent liabilities or amortization expenses related to intangible assets.

 

We may not be able to continue to develop new products to effectively adjust for rapid technological changes.

 

To be successful, we must adapt to rapidly changing technological and market needs, by continually enhancing our website and introducing new products and services to address our users’ changing demands.

 

The marketplaces in which we operate are characterized by:

 

                                          rapidly changing technology;

                                          evolving industry standards;

                                          frequent new product and service introductions;

                                          shifting distribution channels; and

                                          changing customer demands.

 

Our future success will depend on our ability to adapt to this rapidly evolving marketplace. We could incur substantial costs if we need to modify our services or infrastructure in order to adapt to changes affecting our market, and we may be unable to adapt to these changes.

 

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The markets for our products are highly competitive and are likely to become more competitive, and our competitors may be able to respond more quickly to new or emerging technology and changes in customer requirements.

 

We operate in highly competitive markets. In particular, the online insurance distribution market, like the broader electronic commerce market, is rapidly evolving and highly competitive. Our software business also experiences some competition from certain large hardware suppliers that sell systems and systems’ components to independent agencies and from small, independent or freelance developers and suppliers of software, who sometimes work in concert with hardware vendors to supply systems to independent agencies. Our Internet business may also face indirect competition from insurance carriers that have subsidiaries which perform in-house agency and brokerage functions.

 

Some of our current competitors have longer operating histories, larger customer bases, greater brand recognition and significantly greater financial, marketing and other resources than we do. In addition, we believe we will face increasing competition as the online financial services industry develops and evolves. Our current and future competitors may be able to:

 

                                          undertake more extensive marketing campaigns for their brands and services;

                                          devote more resources to website and systems development;

                                          adopt more aggressive pricing policies; and

                                          make more attractive offers to potential employees, online companies and third-party service providers.

 

If we are unable to protect our intellectual property, our reputation and competitiveness in the marketplace may be materially damaged.

 

We regard our intellectual property in general and our software in particular as critical to our success. It may be possible for third parties to copy aspects of our products or, without authorization, to obtain and use information that we regard as trade secrets. Existing copyright law affords only limited practical protection, and our software is unpatented.

 

If we infringe on the proprietary rights of others, we may be at a competitive disadvantage, and any related litigation could be time consuming and costly.

 

Third parties may claim that we have violated their intellectual property rights. Any of these claims, with or without merit, could subject us to costly litigation and divert the attention of key personnel. To the extent that we violate a patent or other intellectual property right of a third party, we may be prevented from operating our business as planned, and we may be required to pay damages, to obtain a license, if available, to use the right or to use a non-infringing method, if possible, to accomplish our objectives.

 

We depend on the continued services of our senior management and our ability to attract and retain other key personnel.

 

Our future success is substantially dependent on the continued services and continuing contributions of our senior management and other key personnel, particularly Robin Raina, our President and Chief Executive Officer, and Richard J. Baum, our Executive Vice President—Finance & Administration, Chief Financial Officer and Secretary. The loss of the services of any of our executive officers or other key employees could harm our business. We have no long-term employment agreements with any of our key personnel, nor do we maintain key man life insurance policies on any of our key employees.

 

Our future success depends on our continuing to attract, retain and motivate highly skilled employees. If we are not able to attract and retain new personnel, our business will be harmed. Competition for personnel in our industry is intense. We may be unable to retain our key employees or attract, assimilate or retain other highly qualified employees in the future.

 

Our international operations are subject to a number of risks that could affect our income and growth.

 

We market our software internationally and plan to expand our Internet services to locations outside of

 

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the United States. In 2004, we acquired certain assets from Heart Consulting Services Pty. Ltd. in Australia. In addition, commencing in 2002, we began development activities, call center services and other operations in India. Our international operations may not produce enough revenue to justify our investments in establishing them and are subject to other inherent risks, including:

 

                                          the impact of recessions in foreign economies on the level of consumers’ insurance shopping and purchasing behavior;

                                          greater difficulty in collecting accounts receivable;

                                          difficulties and costs of staffing and managing foreign operations;

                                          reduced protection for intellectual property rights in some countries;

                                          seasonal reductions in business activity during the summer months in Europe and other parts of the world;

                                          burdensome regulatory requirements, other trade barriers and differing business practices;

                                          fluctuations in exchange rates;

                                          potentially adverse tax consequences; and

                                          political and economic instability.

 

Furthermore, our entry into additional international markets requires significant management attention and financial resources, which could lessen our ability to manage our existing business effectively.

 

Laws and regulations that govern the insurance industry could expose us or the agents, brokers and carriers who participate in our online marketplace to legal penalties.

 

We perform functions for licensed insurance agents, brokers and carriers and are, therefore, required to comply with a complex set of rules and regulations that often vary from state to state. These rules and regulations can be difficult to comply with and are ambiguous and open to interpretation. If we fail to properly interpret and/or comply with these rules and regulations, we, the insurance agents, brokers or carriers doing business with us, our officers, or agents with whom we contract could be subject to various sanctions, including censure, fines, cease-and-desist orders, loss of license or other penalties. This risk, as well as other laws and regulations affecting our business and changes in the regulatory climate or the enforcement or interpretation of existing law, could expose us to additional costs, including indemnification of participating insurance agents, brokers or carriers for their costs, and could require changes to our business or otherwise harm our business. Furthermore, because the application of online commerce to the consumer insurance market is relatively new, the impact of current or future regulations on our business is difficult to anticipate. To the extent that there are changes in the rules and regulations regarding the manner in which insurance is sold, our business could be adversely affected.

 

Risks Related to Our Conduct of Business on The Internet

 

Any disruption of our Internet connections could affect the success of our Internet based products.

 

Any system failure, including network, software or hardware failure, that causes an interruption in our network or a decrease in responsiveness of our website could result in reduced user traffic and reduced revenue. Continued growth in Internet usage could cause a decrease in the quality of Internet connection service. Websites have experienced service interruptions as a result of outages and other delays occurring throughout the Internet network infrastructure. In addition, there have been several incidents in which individuals have intentionally caused service disruptions of major e-commerce websites. If these outages, delays or service disruptions frequently occur in the future, usage of our website could grow more slowly than anticipated or decline, and we may lose revenues and customers.

 

If the computer hardware operations that host our website were to experience a system failure, the performance of our website would be harmed. These systems are also vulnerable to damage from fire, floods, earthquakes, acts of terrorism, power loss, telecommunications failures, break-ins and similar events. Our property and business interruption insurance coverage may not be adequate to compensate us for all losses that

 

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may occur. In addition, our users depend on Internet service providers, online service providers and other website operators for access to our website. Each of these providers has experienced significant outages in the past, and could experience outages, delays and other difficulties due to system failures unrelated to our systems.

 

Concerns regarding security of transactions or the transmission of confidential information over the Internet or security problems we experience may prevent us from expanding our business or subject us to legal exposure.

 

If we do not offer sufficient security features in our online product and service offerings, our products and services may not gain market acceptance, and we could be exposed to legal liability. Despite the measures that we may take, our infrastructure will be potentially vulnerable to physical or electronic break-ins, computer viruses or similar problems. If a person circumvents our security measures, that person could misappropriate proprietary information or disrupt or damage our operations. Security breaches that result in access to confidential information could damage our reputation and subject us to a risk of loss or liability. We may be required to make significant expenditures to protect against or remedy security breaches. Additionally, if we are unable to adequately address our customers’ concerns about security, we may have difficulty selling our goods and services.

 

Uncertainty in the marketplace regarding the use of Internet users’ personal information, or proposed legislation limiting such use, could reduce demand for our services and result in increased expenses.

 

Concern among consumers and legislators regarding the use of personal information gathered from Internet users could create uncertainty in the marketplace. This could reduce demand for our services, increase the cost of doing business as a result of litigation costs or increased service delivery costs, or otherwise harm our business. Legislation has been proposed that would limit the users of personally identifiable information of Internet users gathered online or require online services to establish privacy policies. Many state insurance codes limit the collection and use of personal information by insurance agencies, brokers and carriers or insurance service organizations. Moreover, the Federal Trade Commission has settled a proceeding against one online service that agreed in the settlement to limit the manner in which personal information could be collected from users and provided to third parties.

 

Future government regulation of the Internet could place financial burdens on our businesses.

 

Because of the Internet’s popularity and increasing use, new laws and regulations directed specifically at e-commerce may be adopted. These laws and regulations may cover issues such as the collection and use of data from website visitors, including the placing of small information files, or “cookies,” on a user’s hard drive to gather information, and related privacy issues; pricing; taxation; telecommunications over the Internet; content; copyrights; distribution; domain name piracy; and quality of products and services. The enactment of any additional laws or regulations, including international laws and regulations, could impede the growth of our revenue from our Internet operations and place additional financial burdens on our business.

 

Risks Related To Our Common Stock

 

The price of our common stock may be extremely volatile.

 

In some future periods, our results of operations may be below the expectations of public market investors, which could negatively affect the market price of our common stock. Furthermore, the stock market in general has experienced extreme price and volume fluctuations in recent years. We believe that, in the future, the market price of our common stock could fluctuate widely due to variations in our performance and operating results or because of any of the following factors which are, in large part, beyond our control:

 

                                          announcements of new services, products, technological innovations, acquisitions or strategic relationships by us or our competitors;

 

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                                          trends or conditions in the insurance, software, business process outsourcing and Internet markets;

                                          changes in market valuations of our competitors; and

                                          general political, economic and market conditions.

 

In addition, the market prices of securities of technology companies, including our own, have been volatile and have experienced fluctuations that have often been unrelated or disproportionate to operating performance. As a result, you may not be able to sell shares of our common stock at or above the price at which you purchase them. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against that company. If any securities litigation is initiated against us, we could incur substantial costs and our management’s attention and resources could be diverted from our business.

 

The significant concentration of ownership of our common stock will limit your ability to influence corporate actions.

 

The concentration of ownership of our common stock may have the effect of delaying, preventing or deterring a change in control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company, and may affect the market price of our common stock. At May 2, 2005, BRiT Insurance Holdings PLC beneficially owned approximately 34.0% of our outstanding common stock and, together with our executive officers and directors, beneficially owned approximately 53.4% of our outstanding common stock. In addition, at May 2, 2005, CF Epic Insurance and General Fund, of which BriT owns approximately 70% of the equity interests, beneficially owned 8.2% of our outstanding common stock. As a result, those stockholders, if they act together, are able to control all matters requiring stockholder approval, including the election of all directors and approval of significant corporate transactions and amendments to our certificate of incorporation. These stockholders may use their ownership position to approve or take actions that are adverse to your interests or prevent the taking of actions that are consistent with your interests.

 

Item 3.             QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The majority of the Company’s operations are based in the U.S. and, accordingly, the majority of our transactions are denominated in U.S. dollars.  However, the Company has foreign-based operations where transactions are denominated in foreign currencies and are subject to market risk with respect to fluctuations in the relative value of currencies.  Currently, the Company and its subsidiaries have operations in Australia, Canada, India, New Zealand and Singapore and conduct transactions in the local currencies of each location.  There can be no assurance that fluctuations in the value of foreign currencies will not have a material adverse effect on the Company’s business, operating results, revenues or financial condition.  The impact of fluctuations in these currencies resulted in net transaction losses for the three months ended March 31, 2005 and gains of $10,000 for the three months ended March 31, 2004.  The Company considered the historical trends in currency exchange rate and determined that it was reasonably possible that adverse changes in exchange rates of 20% for all currencies could be experienced in the near term.  Such adverse changes would have resulted in an adverse impact on income before taxes of approximately $127,000 and $44,000 for the three months ended March 31, 2005 and March 31, 2004, respectively.

 

There have been no material changes in the Company’s interest rate risk during the three months ended March 31, 2005.  For additional information on interest rate risk, refer to the “Quantitative Disclosures About Market Risk” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.

 

Item 4.             CONTROLS AND PROCEDURES

 

During the 2004 year-end audit, the Company’s independent registered public accounting firm, BDO Seidman, LLP (“BDO”) identified certain significant deficiencies relating to the Company’s internal control over financial reporting. A significant deficiency is a control deficiency, or combination of control deficiencies, that adversely affects the Company’s ability to initiate, authorize, record, process or report external financial data

 

25



 

reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the Company’s annual or interim financial statements that is more than inconsequential will not be prevented or detected. BDO’s determination that there were significant deficiencies took into consideration audit differences, both required adjustments to the Company’s financial statements and unrecorded adjustments, as well as underlying causes for such adjustments, and observations of the Company’s processes, but did not arise from any particular transaction or event. The details of the significant deficiencies relates to the lack of accounting knowledge and leadership at foreign locations, inadequate documentation for certain accounting transactions, insufficient analysis and review of domestic account reconciliations, lack of documentation of development costs and related agreements, and lack of documentation to support the Company’s income tax provisions and related accounts. The Company is evaluating what steps it needs to take to address these significant deficiencies.

 

There was no change in the Company’s internal control over financial reporting during the quarter ended March 31, 2005 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the design and operation of the Company’s disclosure controls and procedures, which are designed to provide reasonable assurance that the information required to be disclosed by the Company in the reports that it files with or submits to the Securities and Exchange Commission is (1) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and (2) accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer concluded that, as of March 31, 2005, the Company’s disclosure controls and procedures were effective to provide such reasonable assurance.  They reached this conclusion based in large part on their assessment of (i) the financial expertise of the members of the internal accounting staff, (ii) the regular communications among such persons (serving as a de facto disclosure committee), and between them and the rest of the relatively small organization, with respect to all material developments in the Company’s business, and (iii) the overall process of preparation and review of the Company’s financial and other disclosures.

 

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Part II — OTHER INFORMATION

 

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

At the Company’s Annual Meeting of Stockholders, held on January 14, 2005, the following members were elected to the Company’s Board of Directors, each by the respective vote indicated to the right of such nominee’s name:

 

Nominee

 

For

 

Authority
Withheld

 

 

 

 

 

 

 

Pavan Bhalla

 

2,429,611

 

17,634

 

Dennis Drislane

 

2,430,036

 

17,029

 

Paul Joseph Hodges

 

2,429,611

 

17,634

 

Hans Ueli Keller

 

2,429,611

 

17,634

 

Kenneth D. Merin

 

2,429,611

 

17,634

 

Robin Raina

 

2,429,584

 

17,661

 

William G. Rich

 

2,384,652

 

62,593

 

 

 

Item 6. EXHIBITS

 

3.1*

 

Certificate of Incorporation of the Company, as amended.

 

 

 

10.1

 

1996 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 14, 2005 and incorporated herein by reference).

 

 

 

10.2

 

Second Amendment to Loan and Security Agreement, effective as of December 31, 2004 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 23, 2005 and incorporated herein by reference).

 

 

 

31.1

 

Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002).

 

 

 

32.2

 

Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002).

 

 

 

32.1

 

Certification of Chief Executive Officer Pursuant to Section 906 of the Sabanes-Oxley Act of 2002 (furnished herewith).

 

 

 

32.2

 

Certification of Chief Financial Officer Pursuant to Section 906 of the Sabanes-Oxley Act of 2002 (furnished herewith).

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

Ebix, Inc.

 

 

 

 

Date: May 12, 2005

By

 

 

 

/s/ RICHARD J. BAUM

 

 

Richard J. Baum

 

 

Executive Vice President — Finance & Administration, Chief

 

 

Financial Officer (principal financial and accounting officer),

 

 

and Secretary

 

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EXHIBIT INDEX

 

EXHIBIT NO.

 

DESCRIPTION

 

 

 

3.1*

 

Certificate of Incorporation of the Company, as amended.

10.1

 

1996 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 14, 2005 and incorporated herein by reference).

10.2

 

Second Amendment to Loan and Security Agreement, effective as of December 31, 2004 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 23, 2005 and incorporated herein by reference).

31.1*

 

Certification of Chief Executive Officer Pursuant to 13a-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002).

31.2*

 

Certification of Chief Financial Officer Pursuant to 13a-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002).

32.1*

 

Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*

 

Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 


*                                         Included as an exhibit to this quarterly report on Form 10-Q.

 

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