Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Description of Business and Summary of Significant Accounting Policies |
Description of Business— Ebix, Inc. and its subsidiaries (“Ebix” or the “Company”) is an international supplier of on-demand software and e-commerce solutions for the insurance industry. Ebix provides various software solutions and products for the insurance industry including data exchanges, carrier systems, and agency systems, as well as custom software development for business entities across the insurance industry. The Company's products feature fully customizable and scalable on-demand software designed to streamline the way insurance professionals manage distribution, marketing, sales, customer service, and accounting activities. The Company has its headquarters in Atlanta, Georgia and also conducts operating activities in Australia, Canada, India, New Zealand, Singapore, United Kingdom and Brazil. International revenue accounted for 31.0%, 31.8%, and 29.3% of the Company’s total revenue in 2014, 2013, and 2012, respectively. |
The Company’s revenues are derived from four product/service groups. Presented in the table below is the breakout of our revenue streams for each of those product/service groups for the years ended December 31, 2014 , 2013 and 2012. |
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| For the Year Ended | |
| December 31, | |
(dollar amounts in thousands) | | 2014 | | 2013 | | 2012 | |
Exchanges | | $ | 169,437 | | | $ | 163,925 | | | $ | 159,678 | | |
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Broker Systems | | 17,948 | | | 18,378 | | | 18,612 | | |
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Risk Compliance Solutions (“RCS”), fka Business Process Outsourcing (“BPO”) | | 21,813 | | | 15,678 | | | 16,140 | | |
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Carrier Systems | | 5,123 | | | 6,729 | | | 4,940 | | |
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Totals | | $ | 214,321 | | | $ | 204,710 | | | $ | 199,370 | | |
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Summary of Significant Accounting Policies |
Basis of Presentation— The consolidated financial statements include the accounts of Ebix and its wholly owned subsidiaries. The effect of inter-company balances and transactions has been eliminated. |
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Use of Estimates—The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and reported amounts of revenue and expenses during those reporting periods. Management has made material estimates primarily with respect to revenue recognition and deferred revenue, accounts receivable, acquired intangible assets, annual impairment reviews of goodwill, indefinite-lived intangible assets, and investments. contingent earnout liabilities in connection with business acquisitions, and the provision for income taxes. Actual results may be materially different from those estimates. |
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Reclassification—Certain of the reported balances and results for prior year or prior quarters, including the notes thereto, have been reclassified to conform to the current year presentation. The change in reserve for potential uncertain income tax return positions had been previously netted against the provision for deferred taxes line in the consolidated statements of cash flows, it is now shown separately. Also, beginning in 2014 the Company has applied the new provisions under Financial Accounting Standard ("FAS") update No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, A Similar Tax Loss, or a Tax Credit Carryforward Exists and as more fully described in Note 8 "Income Taxes". A portion of potential uncertain income tax return positions previously reported in "Other Liabilities" on the consolidated balance sheets are now netted against the "Deferred tax asset, net" line in the long term asset section of the consolidated balance sheets. Finally the excess tax benefits from share-based compensation is now reported as a component of financing cash flows rather than being netted against the provision for deferred taxes as a component of operating cash flows in the consolidated statements of cash flows. |
Segment Reporting—Since the Company, from the perspective of its chief operating decision maker, allocates resources and evaluates business performance as a single entity that provides software and related services to a single industry on a worldwide basis, the Company reports as a single segment. The applicable enterprise-wide disclosures are included in Note 16. |
Cash and Cash Equivalents—The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. Such investments are stated at cost, which approximates fair value. The Company does maintain cash balances in banking institutions in excess of federally insured amounts and therefore is exposed to the related potential credit risk associated with such cash deposits. |
Short-term Investments—The Company’s short-term investments consist of certificates of deposits with established commercial banking institutions with readily determinable fair values. Ebix accounts for investments that are reasonably expected to be realized in cash, sold or consumed during the year as short-term investments that are available-for-sale. The carrying amount of investments in marketable securities approximates their fair value. The carrying value of our short-term investments was $281 thousand and $801 thousand at December 31, 2014 and 2013, respectively. |
Fair Value of Financial Instruments—The Company follows the relevant GAAP guidance regarding the determination and measurement of the fair value of financial instruments in which fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction valuation hierarchy which requires an entity to maximize the use of observable inputs when measuring fair value. The guidance describes the following three levels of inputs that may be used in the methodology to measure fair value: |
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• | Level 1 — Quoted prices available in active markets for identical investments as of the reporting date; | | | | | | | | | | | | |
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• | Level 2 — Inputs other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date; and, | | | | | | | | | | | | |
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• | Level 3 — Unobservable inputs, which are to be used in situations where there is little or no market activity for the asset or liability and wherein the reporting entity makes estimates and assumptions related to the pricing of the asset or liability including assumptions regarding risk. | | | | | | | | | | | | |
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. |
As of December 31, 2014 and 2013 the Company has the following financial instruments to which it had to consider fair values and had to make fair assessments: |
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• | Common share-based put option for which the fair value was measured as Level 2 instrument. | | | | | | | | | | | | |
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• | Short-term investments for which the fair values are measured as a Level 1 instrument. | | | | | | | | | | | | |
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• | 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 periodically based on the then assessed fair value and adjusted if necessary. The increases or decreases in the fair value of contingent consideration payable can result from changes in anticipated revenue levels and changes in assumed discount periods and rates. As the fair value measure is based on significant inputs that are not observable in the market, they are categorized as Level 3. | | | | | | | | | | | | |
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Other financial instruments not measured at fair value on the Company's consolidated balance sheets at December 31, 2014 and 2013 but which require disclosure of their fair values include: cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, accrued payroll and related benefits, capital lease obligations, debt under the former revolving line of credit and term loans with Citibank, and debt under the existing revolving line of credit with Regions Bank . The estimated fair value of such instruments at December 31, 2014 and 2013 reasonably approximates their carrying value as reported on the consolidated balance sheets. |
Additional information regarding the Company's assets and liabilities that are measured at fair value on a recurring basis is presented in the following tables: |
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| | Fair Values at Reporting Date Using* |
Descriptions | | Balance at December 31, 2014 | Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) |
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Assets | | | | | |
Available-for-sale securities: | | | | | |
Commercial bank certificates of deposits | | $ | 281 | | $ | 281 | | $ | — | | $ | — | |
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Total assets measured at fair value | | $ | 281 | | $ | 281 | | $ | — | | $ | — | |
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Liabilities | | | | | |
Derivatives: | | | | | |
Common share-based put option (a) | | $ | — | | $ | — | | $ | — | | $ | — | |
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Contingent accrued earn-out acquisition consideration (b) | | 5,367 | | — | | — | | 5,367 | |
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Total liabilities measured at fair value | | $ | 5,367 | | $ | — | | $ | — | | $ | 5,367 | |
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(a) In connection with the acquisition of PlanetSoft effective June 1, 2012, Ebix issued a put option to the PlanetSoft's three shareholders. The put option, which expired in June 2014, was exercisable during the thirty-day period immediately following the two-year anniversary date of the business acquisition, which if exercised would enable them to sell the underlying 296,560 shares of Ebix common stock they received as part of the purchase consideration, back to the Company at a price of $16.86 per share, which represents the per-share value established on the effective date of the closing of Ebix's acquisition of PlanetSoft. The inputs used in the valuation of the put option include term, stock price volatility, current stock price, exercise price, and the risk free rate of return. During the months of July and August 2014 the former shareholders of PlanetSoft elected to exercise their put option rights with respect to the remaining 209,656 shares of Ebix common stock they still held. Accordingly the shareholders put those shares back to the Company at $16.86 per share plus interest at the rate of 20% as per the PlanetSoft acquisition agreement. The total consideration paid by the Company in connection with the exercise of these put options was $3.6 million. |
(b) The income valuation approach is applied and the valuation inputs include the contingent payment arrangement terms, projected cash flows, rate of return, and probability assessments. |
* During the year ended December 31, 2014 there were no transfers between fair value Levels 1, 2 or 3. |
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| | Fair Values at Reporting Date Using* |
Descriptions | | Balance at December 31, 2013 | Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) |
| | (In thousands) |
Assets | | | | | |
Available-for-sale securities: | | | | | |
Commercial bank certificates of deposits | | $ | 801 | | 801 | | — | | — | |
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Total assets measured at fair value | | $ | 801 | | $ | 801 | | $ | — | | $ | — | |
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Liabilities | | | | | |
Derivatives: | | | | | |
Common share-based put option (a) | | $ | 845 | | — | | 845 | | — | |
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Contingent accrued earn-out acquisition consideration (b) | | 14,420 | | — | | — | | 14,420 | |
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Total liabilities measured at fair value | | $ | 15,265 | | $ | — | | $ | 845 | | $ | 14,420 | |
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(a) In connection with the acquisition of PlanetSoft effective June 1, 2012, Ebix issued a put option to the PlanetSoft's three shareholders. The put option, which expires in June 2014, is exercisable during the thirty-day period immediately following the two-year anniversary date of the business acquisition, which if exercised would enable them to sell the underlying 296,560 shares of Ebix common stock they received as part of the purchase consideration, back to the Company at a price of $16.86 per share. The inputs used in the valuation of the put option include term, stock price volatility, current stock price, exercise price, and the risk free rate of return. During the months of July and August 2014 the former shareholders of PlanetSoft elected to exercise their put option rights with respect to the remaining 209,656 shares of Ebix common stock they still held. Accordingly the shareholders put those shares back to the Company at $16.86 per share plus interest at the rate of 20% as per the PlanetSoft acquisition agreement. The total consideration paid by the Company in connection with the exercise of these put options was $3.6 million. |
(b) The income valuation approach is applied and the valuation inputs include the contingent payment arrangement terms, projected cash flows, rate of return, and probability assessments. |
* During the year ended December 31, 2013 there were no transfers between fair value Levels 1, 2 or 3. |
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For the Company's assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3), the following table provides a reconciliation of the beginning and ending balances for each category therein, and gains or losses recognized during the year. |
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Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | | | | | |
Contingent Liability for Accrued Earn-out Acquisition Consideration | | Balance at December 31, 2014 | | Balance at December 31, 2013 | | | | | |
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Beginning balance | | $ | 14,420 | | | 17,495 | | | | | | |
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Total remeasurement adjustments: | | | | | | | | | |
(Gains) or losses included in earnings ** | | (10,237 | ) | | (10,253 | ) | | | | | |
(Gains) or losses recorded against goodwill | | — | | | — | | | | | | |
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Foreign currency translation adjustments *** | | (314 | ) | | 730 | | | | | | |
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Acquisitions and settlements | | | | | | | | | |
Business acquisitions | | 4,312 | | | 9,425 | | | | | | |
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Settlements | | (2,814 | ) | | (2,977 | ) | | | | | |
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Ending balance | | $ | 5,367 | | | $ | 14,420 | | | | | | |
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The amount of total (gains) or losses for the year included in earnings or changes to net assets, attributable to changes in unrealized (gains) or losses relating to assets or liabilities still held at year-end. | | $ | (8,911 | ) | | $ | (9,954 | ) | | | | | |
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** recorded as a component of reported general and administrative expenses | | | | | |
*** recorded as a component of other comprehensive income within stockholders' equity | | | | | |
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Quantitative Information about Level 3 Fair Value Measurements |
The significant unobservable inputs used in the fair value measurement of the Company's contingent consideration liabilities designated as Level 3 are as follows: |
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(in thousands) | | Fair Value at December 31, 2014 | | Valuation Technique | | Significant Unobservable | | | | | | | |
Input | | | | | | | |
Contingent acquisition consideration: | | $5,367 | | Discounted cash flow | | Expected future annual revenue streams and probability of achievement | | | | | | | |
(Vertex, i3 Software, HealthCare Magic, and Qatarlyst acquisitions) | | | | | | | |
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(in thousands) | | Fair Value at December 31, 2013 | | Valuation Technique | | Significant Unobservable | | | | | | | |
Input | | | | | | | |
Contingent acquisition consideration: | | $14,420 | | Discounted cash flow | | Expected future annual revenue streams and probability of achievement | | | | | | | |
(Taimma, PlanetSoft, TriSystems, and Qatarlyst acquisitions) | | | | | | | |
Sensitivity to Changes in Significant Unobservable Inputs |
As presented in the table above, the significant unobservable inputs used in the fair value measurement of contingent consideration related to business acquisitions are forecasts of expected future annual revenues as developed by the Company's management and the probability of achievement of those revenue forecasts. The discount rate used in these calculations is 1.75%. Significant increases (decreases) in these unobservable inputs in isolation would likely result in a significantly (lower) higher fair value measurement. |
Revenue Recognition and Deferred Revenue—The Company derives its revenues primarily from professional and support services, which includes revenue generated from subscription and transaction fees pertaining to services delivered over our exchanges or from our application service provider (“ASP”) platforms, software development projects and associated fees for consulting, implementation, training, and project management provided to customers using our systems, and risk compliance solutions ("RCS"). Sales and value-added taxes are not included in revenues, but rather are recorded as a liability until the taxes assessed are remitted to the respective taxing authorities. |
The Company follows the relevant technical accounting guidance regarding revenue recognition as issued by the Financial Accounting Standards Board ("FASB") and the Securities and Exchange Commission's ("SEC"). The Company considers revenue earned and realizable when: (a) persuasive evidence of the sales arrangement exists, (b) the arrangement fee is fixed or determinable, (c) service delivery or performance has occurred, (d) customer acceptance has been received or is reasonably assured, if contractually required, and (e) collectability of the arrangement fee is probable. The Company typically uses signed contractual agreements as persuasive evidence of a sales arrangement. We apply the provisions of the relevant FASB accounting pronouncements related to all transactions involving the license of software where the software deliverables are considered more than inconsequential to the other elements in the arrangement. For contracts that contain multiple deliverables, we analyze the revenue arrangements in accordance with the appropriate authoritative guidance, which provides criteria governing how to determine whether goods or services that are delivered separately in a bundled sales arrangement should be considered as separate units of accounting for the purpose of revenue recognition. Deliverables are accounted for separately if they meet all of the following criteria: a) the delivered item has value to the customer on a stand-alone basis; b) there is objective and reliable evidence of the fair value for all arrangement deliverables; and c) if the arrangement includes a general right of return relative to the delivered items, the delivery or performance of the undelivered items is probable and substantially controlled by the Company. Under the relevant accounting guidance, when multiple-deliverables included in an arrangement are to be separated into different units of accounting, the arrangement consideration is allocated to the identified separate units of accounting based on their relative fair values. We determine the relative selling price for a deliverable based on vendor-specific objective evidence of selling price (“VSOE”), if available, or third-party evidence ("TPE") in the alternative if available, or finally our best estimate of selling price (“BESP”), if VSOE or TPE is not available. |
The Company begins to recognize revenue from license fees for its exchange (SAAS) and ASP products upon granting customer access to the respective processing platform. Transaction services fee revenue for this use of our exchanges or ASP platforms is recognized as the transactions occur and are generally billed in arrears. Revenues from RCS arrangements, which include data entry and call center services, and insurance certificate creation and tracking services, are recognized as the services are performed. Service fees for hosting arrangements are recognized over the requisite service period. Revenue derived from the licensing of third party software products in connection with sales of the Company’s software licenses is recognized upon delivery together with the Company’s licensed software products. Fees for training, data conversion, installation, and consulting services fees are recognized as revenue when the services are performed. Revenue for maintenance and support services are recognized ratably over the term of the support agreement. |
Software development arrangements involving significant customization, modification or production are accounted for in accordance with the appropriate technical accounting guidance issued by the FASB using the percentage-of-completion method. The Company recognizes revenue using periodic reported actual hours worked as a percentage of total expected hours required to complete the project arrangement and applies the percentage to the total arrangement fee. |
Deferred revenue includes payments or billings that have been received or made prior to performance and, in certain cases, cash collections and primarily pertain to maintenance and support fees, initial setup or registration fees under hosting agreements, software license fees received in advance of delivery and acceptance, and software development fees paid in advance of completion and delivery. Approximately $5.8 million and $6.7 million of deferred revenue were included in billed accounts receivable at December 31, 2014 and 2013, respectively. |
Accounts Receivable and the Allowance for Doubtful Accounts Receivable—Reported accounts receivable as of December 31, 2014 include $32.4 million of trade receivables stated at invoice billed amounts (net of a $1.62 million estimated allowance for doubtful accounts receivable), and $8.5 million of unbilled receivables. Reported accounts receivable at December 31, 2013 include $31.2 million of trade receivables stated at invoice billed amounts (net of a $1.05 million estimated allowance for doubtful accounts receivable), and $7.9 million |
of unbilled receivables. The unbilled receivables pertain to certain professional service engagements and system development projects for which the timing of billing is tied to contractual milestones. The Company adheres to such contractually stated performance milestones and accordingly issues invoices to customers as per contract billing schedules. Accounts receivable are written off against the allowance for doubtful accounts receivable when the Company has exhausted all reasonable collection efforts. Management specifically analyzes the aging of accounts receivable and historical bad debts, write-offs, customer concentrations, customer credit-worthiness, current economic trends, and changes in our customer payment patterns when evaluating the adequacy of the allowance for doubtful accounts receivable. Bad debt expense was $1.6 million, $1.1 million, and $442 thousand for the year ended December 31, 2014, 2013, and 2012, respectively. |
Costs of Services Provided—Costs of services provided consist of data processing costs, customer support costs including personnel costs to maintain our proprietary databases, costs to provide customer call center support, hardware and software expense associated with transaction processing systems and exchanges, telecommunication and computer network expense, and occupancy costs associated with facilities where these functions are performed. Depreciation expense is not included in costs of services provided. |
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Goodwill and Indefinite-Lived Intangible Assets - Goodwill represents the cost in excess of the fair value of the identifiable net assets from the businesses that we acquire. In accordance with the relevant FASB accounting guidance, goodwill is tested for impairment at the reporting unit level on an annual basis or on an interim basis if an event occurred or circumstances change that would indicate that fair value of a reporting unit decreased below its carrying value. Potential impairment indicators include a significant change in the business climate, legal factors, operating performance indicators, competition, customer retention and the sale or disposition of a significant portion of the business. Starting in 2011, the Company applied the then new guidance concerning goodwill impairment evaluation. In accordance with that new technical guidance the Company first assessed certain qualitative factors to determine whether the existence of events or circumstances would indicate that it is more likely than not that the fair value of any of our reporting units was less than its carrying amount. If after assessing the totality of events or circumstances, we were to determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then we would not perform the two-step quantitative impairment testing described further below. |
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The aforementioned two-step quantitative testing process involves comparing the reporting unit carrying values to their respective fair values; we determine fair value of our reporting units by applying the discounted cash flow method using the present value of future estimated net cash flows. If the fair value of a reporting unit exceeds its carrying value, then no further testing is required. However, if a reporting unit’s fair value were to be less than its carrying value, we would then determine the amount of the impairment charge, if any, which would be the amount that the carrying value of the reporting unit’s goodwill exceeded its implied value. We perform our annual goodwill impairment evaluation and testing as of September 30 each year. In 2014 the goodwill residing in the Exchange reporting unit, the Carrier Systems reporting unit, were evaluated for impairment based on an assessment of certain qualitative factors, and were determined not to have been impaired. In 2014 the goodwill residing in the Risk Compliance Solutions reporting unit and Broker Systems reporting unit were evaluated for impairment using step-one of the quantitative testing process described above. The fair value of both of these reporting units were found to be greater than their carrying value, and thusly there was no need to proceed to step-two, as there was no impairment indicated. The Risk Compliance Solutions reporting unit fair value in excess of its carrying value was relatively close (based on revenue growth assumption of 2% to 3% and discount rate of 16%) while the Broker Systems reporting unit had a significantly higher fair value in excess of its carrying value. During the years ended December 31, 2014, 2013, and 2012, we had no impairment of any our reporting unit goodwill balances. |
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Projections of cash flows are based on our views of revenue growth rates, operating costs, anticipated future economic conditions, the appropriate discount rates relative to risk, and estimates of residual values and terminal values. We believe that our estimates are consistent with assumptions that marketplace participants would use in their estimates of fair value. The use of different estimates or assumptions for our projected discounted cash flows (e.g., revenue growth rates, future economic conditions, discount rates, and estimates of terminal values) when determining the fair value of our reporting units could result in different values and may result in a goodwill impairment charge. As a practice, the Company closely monitors any reporting units that do not have a significantly higher fair value in excess of their carrying value. |
The following table summarizes the goodwill recorded in connection with the acquisitions that occurred during 2014 and 2013: |
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Company acquired | | Date acquired | | (in thousands) | | | | | | | |
CurePet, Inc. ("CurePet") | | Jan-14 | | $ | 2,687 | | | | | | | | |
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HealthCare Magic Private Limited ("HealthCare Magic") | | May-14 | | 5,619 | | | | | | | | |
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Vertex, Incorporated ("Vertex") | | Oct-14 | | 27,728 | | | | | | | | |
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Oakstone Publishing, LLC ("Oakstone") | | Dec-14 | | 28,769 | | | | | | | | |
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DCM Group Inc. (d.b.a. i3 Software) ("i3") | | Dec-14 | | 3,700 | | | | | | | | |
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Total during 2014 | | | | $ | 68,503 | | | | | | | | |
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Qatarlyst ("Qatarlyst") | | Apr-13 | | $ | 11,136 | | | | | | | | |
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Total during 2013 | | | | $ | 11,136 | | | | | | | | |
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Changes in the carrying amount of goodwill for the years ended December 31, 2014 and 2013 are as follows: |
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| December 31, 2014 | | December 31, 2013 | | | | | | |
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Beginning Balance | $ | 337,068 | | | $ | 326,748 | | | | | | | |
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Additions, net (see Note 3) | 68,503 | | | 11,136 | | | | | | | |
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Foreign currency translation adjustments | (3,351 | ) | | (816 | ) | | | | | | |
Ending Balance | $ | 402,220 | | | $ | 337,068 | | | | | | | |
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The Company’s indefinite-lived assets are associated with the estimated fair value of the contractual customer relationships existing with the property and casualty insurance carriers in Australia using our property and casualty ("P&C") data exchange and with certain large corporate customers using our client relationship management (“CRM”) platform in the United States. Prior to these underlying business acquisitions Ebix had pre-existing contractual relationships with these carriers and corporate clients. The contracts are renewable at little or no cost, and Ebix intends to continue to renew these contracts indefinitely and has the ability to do so. The proprietary technology supporting the P&C data exchange and CRM platform that is used to deliver services to these carriers and corporate clients, cannot feasibly be effectively replaced in the foreseeable future, and accordingly the cash flows forthcoming from these customers are expected to continue indefinitely. With respect to the determination of the indefinite life, the Company considered the expected use of these intangible assets, historical experience in renewing or extending similar arrangements, and the effects of competition, and concluded that there were no indications from these factors to suggest that the expected useful life of these customer relationships would be finite. The Company concluded that no legal, regulatory, contractual, or competitive factors limited the useful life of these intangible assets and therefore their life was considered to be indefinite, and accordingly the Company expects these customer relationships to remain the same for the foreseeable future. The fair values of these indefinite-lived intangible assets were based on the analysis of discounted cash flow (“DCF”) models extended out fifteen to twenty years. In that indefinite-lived does not imply an infinite life, but rather means that the subject customer relationships are expected to extend beyond the foreseeable time horizon, we utilized fifteen to twenty year DCF projections, as the valuation models that were applied consider a fifteen to twenty year time frame to be an indefinite period. Indefinite-lived intangible assets are not amortized, but rather are tested for impairment annually. We perform our annual impairment testing of indefinite-lived intangible assets as of September 30th of each year. During the years ended December 31, 2014, 2013, and 2012, we had no impairments to the recorded balances of our indefinite-lived intangible assets. We perform the impairment test for our indefinite-lived intangible assets by comparing the asset’s fair value to its carrying value. An impairment charge is recognized if the asset’s estimated fair value is less than its carrying value. |
Purchased Intangible Assets—Purchased intangible assets represent the estimated fair value of acquired intangible assets from the businesses that we acquire in the U.S. and foreign countries in which we operate. These purchased intangible assets include customer relationships, developed technology, informational databases, and trademarks. We amortize these intangible assets on a straight-line basis over their estimated useful lives, as follows: |
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Category | (yrs) | | | | | | | | | | | |
Customer relationships | 20-Jul | | | | | | | | | | | | |
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Developed technology | 12-Mar | | | | | | | | | | | | |
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Trademarks | 15-Mar | | | | | | | | | | | | |
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Non-compete agreements | 5 | | | | | | | | | | | | |
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Database | 10 | | | | | | | | | | | | |
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Intangible assets as of December 31, 2014 and December 31, 2013, are as follows: |
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| December 31, | | | | | | |
| 2014 | | 2013 | | | | | | |
| (In thousands) | | | | | | |
Finite-lived intangible assets: | | | | | | | | | |
Customer relationships | $ | 66,783 | | | $ | 62,408 | | | | | | | |
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Developed technology | 15,664 | | | 14,630 | | | | | | | |
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Trademarks | 2,751 | | | 2,646 | | | | | | | |
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Non-compete agreements | 751 | | | 538 | | | | | | | |
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Backlog | 140 | | | 140 | | | | | | | |
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Database | 212 | | | 212 | | | | | | | |
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Total intangibles | 86,301 | | | 80,574 | | | | | | | |
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Accumulated amortization | (36,930 | ) | | (29,840 | ) | | | | | | |
Finite-lived intangibles, net | $ | 49,371 | | | $ | 50,734 | | | | | | | |
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Indefinite-lived intangibles: | | | | | | | | | |
Customer/territorial relationships | $ | 30,887 | | | $ | 30,887 | | | | | | | |
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Income Taxes— The Company follows the asset and liability method of accounting for income taxes pursuant to the pertinent guidance issued by the FASB. Deferred income taxes are recorded to reflect the tax consequences on future years of differences between the tax basis of assets and liabilities, and operating loss and tax credit carry forwards, and their financial reporting amounts at each period end using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. In assessing the realizability of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. A valuation allowance is recorded, if necessary, for the portion of the deferred tax assets that are not expected to be realized based on the levels of historical taxable income and projections for future taxable income over the periods in which the temporary differences will be deductible. |
The Company follows the provisions of FASB accounting guidance on accounting for uncertain income tax positions. The guidance utilizes a two-step approach for evaluating tax positions. Recognition (“Step 1”) occurs when an enterprise concludes that a tax position, based solely on its technical merits is more likely than not to be sustained upon examination. Measurement (“Step 2”) is only addressed if Step 1 has been satisfied. Under Step 2, the tax benefit is measured at the largest amount of benefit, determined on a cumulative probability basis that is more likely than not to be realized upon final settlement. As used in this context, the term “more likely than not” is interpreted to mean that the likelihood of occurrence is greater than 50%. |
Foreign Currency Translation—The functional currency for the Company's foreign subsidiaries in India and Singapore is the U.S. dollar because the intellectual property research and development activities provided by its Singapore subsidiary, and the product development and information technology enabled services activities for the insurance industry provided by its India subsidiary, both in support of Ebix's operating divisions across the world, are transacted in U.S. dollars. |
The functional currency of the Company's other foreign subsidiaries is the local currency of the country in which the subsidiary operates. The assets and liabilities of these foreign subsidiaries are translated into U.S. dollars at the rates of exchange at the balance sheet dates. Income and expense accounts are translated at the average exchange rates in effect during the period. Gains and losses resulting from translation adjustments are included as a component of accumulated other comprehensive loss in the accompanying consolidated balance sheets. Foreign exchange transaction gains and losses that are derived from transactions denominated in a currency other than the subsidiary's functional currency are included in the determination of net income. |
Advertising—Advertising costs are expensed as incurred. Advertising costs amounted to $1.7 million, $1.0 million, and $1.4 million in 2014, 2013, and 2012, respectively, and are included in sales and marketing expenses in the accompanying Consolidated Statements of Income. |
Sales Commissions —Certain sales commission paid with respect to subscription-based revenues are deferred and subsequently amortized into operating expenses ratably over the term of the related customer subscription contracts. As of December 31, 2014 and 2013, $398 thousand and $434 thousand, respectively, of sales commissions were deferred and included in other current assets on the accompanying Consolidated Balance Sheets. During the years ended December 31, 2014 and 2013 the Company amortized $913 thousand and $915 thousand, respectively, of previously deferred sales commissions and included this expense in sales and marketing costs on the accompanying Consolidated Statements of Income. |
Property and Equipment—Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the assets estimated useful lives. Leasehold improvements are amortized over the shorter of the expected life of the improvements or the remaining lease term. Repairs and maintenance are charged to expense as incurred and major improvements that extend the life of the asset are capitalized and depreciated over the expected remaining life of the related asset. Gains and losses resulting from sales or retirements are recorded as incurred, at which time related costs and accumulated depreciation are removed from the Company’s accounts. Fixed assets acquired in acquisitions are recorded at fair value. The estimated useful lives applied by the Company for property and equipment are as follows: |
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| Life | | | | | | | | | | | | |
Asset Category | (yrs) | | | | | | | | | | | | |
Computer equipment | 5 | | | | | | | | | | | | |
Furniture, fixtures and other | 7 | | | | | | | | | | | | |
Buildings | 30 | | | | | | | | | | | | |
Leasehold improvements | Life of the lease | | | | | | | | | | | | |
Recent Accounting Pronouncements |
The following is a summary brief discussion of recently released accounting pronouncements that are pertinent to the Company’s business: |
In November 2014, the FASB issued Accounting Standards Update No. 2014-17 "Business Combinations: Pushdown Accounting - a consensus of the Emerging Issues Task Force". This accounting standard applies to the separate financial statements of an acquired entity and its subsidiaries that are a business upon the occurrence of an event in which an acquirer obtains control of the acquired entity. The amendments in this accounting standards update provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. An acquired entity may elect the option to apply pushdown accounting in the reporting period in which the change-in-control event occurs. An acquired entity should determine whether to elect to apply pushdown accounting for each individual change-in-control event in which an acquirer obtains control of the acquired entity. If pushdown accounting is not applied in the reporting period in which the change-in-control event occurs, an acquired entity will have the option to elect to apply pushdown accounting in a subsequent reporting period to the acquired entity’s most recent change-in-control event. An election to apply pushdown accounting in a reporting period after the reporting period in which the change-in-control event occurred should be considered a change in accounting principle. If pushdown accounting is applied to an individual change-in-control event, that election is irrevocable. If an acquired entity elects the option to apply pushdown accounting in its separate financial statements, it should disclose information in the current reporting period that enables users of financial statements to evaluate the effect of pushdown accounting. The amendments in this accounting standards update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. The Company will apply this accounting standards update to any separately issued or filed 2014 financial statement for its acquired subsidiaries and is still evaluating the impact of its adoption. |
In May 2014 the FASB issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers". ASU 2014-09 affects any entity using U.S. GAAP that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. This ASU also supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition—Construction-Type and Production-Type Contracts. In addition, the existing requirements for the recognition of a gain or loss on the transfer of non-financial assets that are not in a contract with a customer (e.g., assets within the scope of Topic 360, Property, Plant, and Equipment, and intangible assets within the scope of Topic 350, Intangibles—Goodwill and Other) are amended to be consistent with the guidance on recognition and measurement (including the constraint on revenue)in this ASU. |
The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: |
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Step 1: Identify the contract(s) with a customer. |
Step 2: Identify the performance obligations in the contract. |
Step 3: Determine the transaction price. |
Step 4: Allocate the transaction price to the performance obligations in the contract. |
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. |
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For a public entity, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. |
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An entity should apply the amendments in this ASU using one of the following two methods: |
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1. Retrospectively to each prior reporting period presented and the entity may elect any of the following |
practical expedients: |
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• For completed contracts, an entity need not restate contracts that begin and end within the |
same annual reporting period. |
• For completed contracts that have variable consideration, an entity may use the transaction |
price at the date the contract was completed rather than estimating variable consideration |
amounts in the comparative reporting periods. |
• For all reporting periods presented before the date of initial application, an entity need not |
disclose the amount of the transaction price allocated to remaining performance obligations |
and an explanation of when the entity expects to recognize that amount as revenue. |
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2. Retrospectively with the cumulative effect of initially applying this ASU recognized at the date of initial |
application. If an entity elects this transition method it also should provide the additional disclosures in reporting |
periods that include the date of initial application of: |
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• The amount by which each financial statement line item is affected in the current reporting |
period by the application of this ASU as compared to the guidance that was in effect before |
the change. |
• An explanation of the reasons for significant changes. |
The Company will adopt this new accounting standard effective January 1, 2017 and it has not presently determined the impact that the adoption of ASU No. 2014-09 will have on its income statement, balance sheet, or statement of cash flows. Furthermore, the Company has not yet determined the method of retrospective adoption it will use as described in paragraphs 1 and 2 immediately above. |
In July 2013, the FASB issued Accounting Standards Update No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists". This accounting standard states that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This accounting standards update applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The accounting standards update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The Company adopted this new standard in 2014, and it effected how unrecognized tax benefits were accounted for and presented in the Company's balance sheet. |
In July 2012, the FASB issued Accounting Standards Update No. 2012-02, "Testing Indefinite-Lived Intangible Assets for Impairment" (the revised standard). The revised standard is intended to reduce the cost and complexity of testing indefinite-lived intangible assets other than goodwill for impairment. It allows companies to perform a qualitative assessment to determine whether further impairment testing of indefinite-lived intangible assets is necessary, similar in approach to the goodwill impairment test. If, after assessing the totality of events and circumstances, an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount in accordance the related technical accounting guidance. The revised standard is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The Company adopted this new financial accounting standard in 2014 for use in its annual impairment evaluations of indefinite-lived intangible assets, which are performed as of September of each year. |
In February 2013 The FASB has issued Accounting Standards Update (ASU) No. 2013-02, "Comprehensive Income Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income", to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses may later be reclassified out of accumulated other comprehensive income into net income. The amendments in this ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. The new amendments requires an organization to: |
•Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. |
•Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account instead of directly to income or expense. |
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). |
The amendments were effective for reporting periods beginning after December 15, 2012 for public companies. Early adoption was permitted. The Company adopted this new standard in 2013 and it did not have effect on its financial statements. |