Exhibit 99.4
Unaudited Pro Forma Condensed and Combined Financial Information
The following unaudited pro forma condensed and combined financial statements have been prepared to give effect to the acquisition by Ebix, Inc. (“Ebix” or the “Company”) of Telstra eBusiness Services (“Telstra”). These pro forma combined financial statements are derived from the historical consolidated financial statements of Ebix which are incorporated by reference into this document, Jenquest, Inc. (d.b.a. Insurance Data Services, or “IDS”) acquired in November 2007, and the historical financial statements of Telstra which are included with this current report as Exhibits 99.2 and 99.3. These historical financial statements have been adjusted as described in the notes to the unaudited pro forma combined financial statements.
The unaudited pro forma combined balance sheet has been prepared assuming the acquisition of Telstra occurred on September 30, 2007. The unaudited pro forma combined statements of income have been prepared assuming the acquisition of Telstra occurred on January 1, 2006. In all cases the purchase method, which requires an allocation of the purchase price to assets acquired and liabilities assumed at their fair value, has been applied to the accounting for the acquisition of Telstra.
The purchase price allocation for the acquisition of Telstra reflected in the unaudited pro forma combined financial statements is preliminary and is subject to possible revision. The final purchase price allocation will be based on a formal third-party valuation of identifiable intangible assets, and an in-depth analysis of the value of other assets acquired and liabilities assumed. Actual results may differ from these unaudited pro forma combined financial statements once Ebix has completed the valuation studies necessary to finalize the required purchase price allocation. Therefore, the unaudited pro forma combined financial statements are for informational purposes only and are not intended to represent or be indicative of the consolidated results of operations or financial position that would be reported had the acquisition of Telstra been completed as of the dates presented. No effect has been given in these pro forma financial statements for synergistic benefits that may be realized through the combination of the two companies or costs that may be incurred by integrating their operations. The unaudited pro forma condensed and combined financial statements should not be considered representative of future consolidated results of operation or financial position nor should the historical results operations be indicative of our future expected results of operations.
PRO FORMA INFORMATION
Ebix Inc. and Subsidiaries
Unaudited Pro Foma Consolidated Balance Sheets
September 30, 2007
(In thousands, except for share data)
| | Historical | | Historical | | Pro Forma | | Ebix / Jenquest | | | | Pro Forma | | Ebix / Telstra | |
| | Ebix Inc. | | Jenquest, Inc. | | Adjustments | | Pro Forma Combined | | Historical Telstra | | Adjustments | | Pro Forma Combined | |
| | | | | | | | | | | | | | | |
ASSETS | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 15,874 | | $ | 192 | | $ | (11,250 | )(A) | $ | 4,739 | | $ | 19,434 | | $ | (1,615 | )(M) | $ | 3,124 | |
| | | | | | (77 | )(B) | | | | | (19,434 | )(N) | | |
Accounts receivable, net | | 9,658 | | 284 | | — | | 9,944 | | 1,778 | | — | | 11,722 | |
Prepaid expenses | | — | | 26 | | (8 | )(C) | 18 | | 136 | | — | | 154 | |
Other current assets | | 1,028 | | 2 | | — | | 1,030 | | 1,270 | | — | | 2,300 | |
Total current assets | | 26,560 | | 505 | | (11,335 | ) | 15,731 | | 22,618 | | (21,049 | ) | 17,300 | |
Property and equipment, net | | 2,201 | | 199 | | — | | 2,400 | | 647 | | — | | 3,047 | |
Goodwill | | 23,632 | | — | | 9,827 | (D) | 33,459 | | — | | 39,583 | (O) | 73,042 | |
Intangibles | | 6,493 | | — | | 1,258 | (D) | 7,506 | | 250 | | 3,356 | (P) | 10,309 | |
| | | | | | (245) | (E) | | | | | (803) | (U) | | |
Other assets | | 408 | | 14 | | — | | 422 | | 722 | | — | | 1,144 | |
Total assets | | $ | 59,294 | | $ | 718 | | $ | (495 | ) | $ | 59,518 | | $ | 24,237 | | $ | 21,087 | | $ | 104,842 | |
| | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | |
Accounts payable and accrued expenses | | $ | 1,792 | | $ | 227 | | $ | — | | $ | 2,019 | | $ | 821 | | $ | 151 | (Q) | $ | 2,991 | |
Accrued payroll and related benefits | | 1,286 | | 46 | | — | | 1,333 | | 1,336 | | 234 | (R) | 2,903 | |
Short term debt | | — | | 225 | | (225 | )(F) | — | | — | | 16,500 | (M) | 16,500 | |
Current portion of long term debt & capital leases | | 463 | | — | | — | | 463 | | — | | — | | 463 | |
Deferred revenue | | 6,174 | | 52 | | — | | 6,226 | | 447 | | 175 | (S) | 6,848 | |
Due to shareholders | | — | | 53 | | (53 | )(G) | — | | — | | — | | — | |
Deferred income taxes | | — | | 61 | | — | | 61 | | — | | — | | 61 | |
Other current liabilities | | 205 | | 4 | | — | | 209 | | — | | — | | 209 | |
Total current liabilities | | 9,920 | | 668 | | (278 | ) | 10,311 | | 2,604 | | 17,060 | | 29,975 | |
Long term debt & capital leases, net of current portion | | 471 | | — | | — | | 471 | | — | | 20,000 | (M) | 20,471 | |
Deferred rent | | 218 | | — | | — | | 218 | | — | | — | | 218 | |
Deferred income taxes | | — | | 25 | | 103 | (H) | 128 | | — | | — | | 128 | |
Total liabilities | | 10,609 | | 693 | | (175 | ) | 11,128 | | 2,604 | | 37,060 | | 50,792 | |
| | | | | | | | | | | | | | | |
Stockholders’ equity: | | | | | | | | | | | | | | | |
Common stock | | 325 | | 25 | | (25 | )(I) | 325 | | 8,722 | | (8,722 | )(T) | 325 | |
Additional paid-in capital | | 108,650 | | (565 | ) | 565 | (I) | 108,650 | | — | | 5,660 | (M) | 114,310 | |
Treasury stock | | (149 | ) | — | | — | | (149 | ) | — | | — | | (149 | ) |
Accumulated deficit | | (61,556 | ) | 565 | | (860 | )(I) | (61,851 | ) | 10,466 | | (10,466 | )(T) | (61,851 | ) |
Accumulated other comprehensive income | | 1,415 | | — | | — | | 1,415 | | 2,445 | | (2,445 | )(T) | 1,415 | |
Total stockholders’ equity | | 48,685 | | 25 | | (320 | ) | 48,390 | | 21,633 | | (15,973 | ) | 54,050 | |
Total liabilities and stockholders’ equity | | $ | 59,294 | | $ | 718 | | $ | (495 | ) | $ | 59,518 | | $ | 24,237 | | $ | 21,087 | | $ | 104,842 | |
PRO FORMA INFORMATION
Ebix, Inc. and Subsidiaries
Unaudited Pro Forma Condensed and Combined Statements of Income
For the Twelve Months Ended December 31, 2006
(In thousands, except per share data)
| | Historical Ebix | | Historical | | Pro Forma | | Ebix / Jenquest | | Historical | | Pro Forma | | Ebix / Telstra | |
| | Inc. | | Jenquest, Inc. | | Adjustments | | Pro Forma Combined | | Telstra | | Adjustments | | Pro Forma Combined | |
Revenue: | | | | | | | | | | | | | | | |
Software licensing | | $ | 1,659 | | $ | — | | $ | — | | $ | 1,659 | | $ | — | | $ | — | | $ | 1,659 | |
Professional and support services | | 27,594 | | 5,558 | | — | | 33,152 | | 13,205 | | — | | 46,357 | |
Total revenue | | 29,253 | | 5,558 | | — | | 34,811 | | 13,205 | | — | | 48,016 | |
| | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | |
Costs of services provided | | 5,916 | | 2,267 | | — | | 8,183 | | 5,390 | | — | | 13,573 | |
Product development | | 5,234 | | 234 | | — | | 5,468 | | — | | — | | 5,468 | |
Sales and marketing | | 3,002 | | 471 | | — | | 3,473 | | 433 | | — | | 3,906 | |
General and administrative | | 6,594 | | 2,381 | | — | | 8,975 | | 952 | | — | | 9,927 | |
Amortization and depreciation | | 1,795 | | 140 | | 140 | (J) | 2,075 | | 834 | | 458 | (U) | 3,367 | |
Total operating expenses | | 22,541 | | 5,493 | | 140 | | 28,174 | | 7,609 | | 458 | | 36,241 | |
| | | | | | | | | | | | | | | |
Operating income | | 6,712 | | 65 | | (140 | ) | 6,637 | | 5,596 | | (458 | ) | 11,775 | |
| | | | | | | | | | | | | | | |
Interest income | | 248 | | 5 | | — | | 253 | | 672 | | — | | 925 | |
Asset impairment charge | | — | | (24 | ) | — | | (24 | ) | — | | — | | (24 | ) |
Interest expense | | (309 | ) | (19 | ) | 19 | (K) | (309 | ) | (3 | ) | — | | (312 | ) |
Foreign exchange gain (loss) | | (6 | ) | — | | — | | (6 | ) | — | | — | | (6 | ) |
| | | | | | | | | | | | | | | |
Income before income taxes | | 6,645 | | 27 | | (121 | ) | 6,551 | | 6,265 | | (458 | ) | 12,358 | |
Income tax (provision) benefit | | (680 | ) | (11 | ) | 11 | (L) | (680 | ) | 2 | | (1,880 | )(V) | (2,558 | ) |
| | | | | | | | | | | | | | | |
Net income | | $ | 5,965 | | $ | 16 | | $ | (110 | ) | $ | 5,871 | | $ | 6,267 | | $ | (2,338 | ) | 9,800 | |
| | | | | | | | | | | | | | | |
Basic earnings per common share | | $ | 2.15 | | | | | | $ | 2.12 | | | | | | $ | 3.54 | |
Diluted earnings per common share | | $ | 1.90 | | | | | | $ | 1.87 | | | | | | $ | 3.12 | |
| | | | | | | | | | | | | | | |
Basic weighted average shares outstanding | | 2,768 | | | | | | 2,768 | | | | | | 2,768 | |
| | | | | | | | | | | | | | | |
Diluted weighted average shares outstanding | | 3,137 | | | | | | 3,137 | | | | | | 3,137 | |
PRO FORMA INFORMATION
Ebix, Inc. and Subsidiaries
Unaudited Pro Forma Condensed and Combined Statements of Income
For the Nine Months Ended September 30, 2007
(In thousands, except per share data)
| | Historical | | Historical Jenquest, | | Pro Forma | | Ebix / Jenquest | | | | Pro Forma | | Ebix / Telstra | |
| | Ebix, Inc. | | Inc. | | Adjustments | | Pro Forma Combined | | Historical Telstra | | Adjustments | | Pro Forma Combined | |
Revenue: | | | | | | | | | | | | | | | |
Software licensing | | $ | 3,038 | | $ | — | | $ | — | | $ | 3,038 | | $ | — | | $ | — | | $ | 3,038 | |
Professional and support services | | 27,602 | | 4,650 | | — | | 32,252 | | 11,595 | | — | | 43,847 | |
Total revenue | | 30,640 | | 4,650 | | — | | 35,290 | | 11,595 | | — | | 46,885 | |
| | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | |
Costs of services provided | | 5,124 | | 2,714 | | — | | 7,838 | | 6,022 | | — | | 13,860 | |
Product development | | 6,122 | | 375 | | — | | 6,497 | | — | | — | | 6,497 | |
Sales and marketing | | 3,129 | | 360 | | — | | 3,489 | | (37 | ) | — | | 3,452 | |
General and administrative | | 6,135 | | 732 | | — | | 6,867 | | (152 | ) | — | | 6,715 | |
Amortization and depreciation | | 1,882 | | 126 | | 105 | (J) | 2,113 | | 451 | | 344 | (U) | 2,908 | |
Total operating expenses | | 22,392 | | 4,307 | | 105 | | 26,804 | | 6,284 | | 344 | | 33,432 | |
| | | | | | | | | | | | | | | |
Operating income | | 8,248 | | 343 | | (105 | ) | 8,486 | | 5,311 | | (344 | ) | 13,453 | |
| | | | | | | | | | | | | | | |
Interest income | | 388 | | 3 | | — | | 391 | | 582 | | — | | 973 | |
Interest expense | | (377 | ) | (34 | ) | 34 | (K) | (377 | ) | (2 | ) | — | | (379 | ) |
Foreign exchange gain (loss) | | 302 | | — | | — | | 302 | | — | | — | | 302 | |
| | | | | | | | | | | | | | | |
Income before income taxes | | 8,561 | | 312 | | (71 | ) | 8,802 | | 5,891 | | (344 | ) | 14,349 | |
Income tax (provision) benefit | | (393 | ) | (76 | ) | 7 | (L) | (462 | ) | — | | (1,767 | )(V) | (2,229 | ) |
| | | | | | | | | | | | | | | |
Net income (loss) | | $ | 8,168 | | $ | 236 | | $ | (64 | ) | $ | 8,340 | | $ | 5,891 | | $ | (2,111 | ) | $ | 12,120 | |
| | | | | | | | | | | | | | | |
Basic earnings per common share | | $ | 2.69 | | $ | | | | $ | 2.75 | | $ | | | | $ | 4.00 | |
Diluted earnings per common share | | $ | 2.39 | | $ | | | | $ | 2.44 | | $ | | | | $ | 3.54 | |
| | | | | | | | | | | | | | | |
Basic weighted average shares | | 3,033 | | | | | | 3,033 | | | | | | 3,033 | |
| | | | | | | | | | | | | | | |
Diluted weighted average shares | | 3,422 | | | | | | 3,422 | | | | | | 3,422 | |
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
1. Basis of Presentation
On January 2, 2008, Ebix, Inc. (“Ebix” or the “Company”) acquired Telstra eBusiness Services Pty Limited (“Telstra”), a premier insurance exchange, for Australian $50.0 million (US $43.8 million). Telstra eBusiness Services Pty Limited is a company incorporated in Australia with offices in Melbourne, Australia, and was a wholly owned subsidiary of Telstra Services Solutions Holding Limited. The Company also incurred approximately $151 thousand of direct expenses primarily consisting of legal, accounting, due diligence, and filing fees related to the closing of the Telstra acquisition. Ebix financed this acquisition with a combination available cash reserves, proceeds from the issuance of convertible debt, proceeds from sales of unregistered shares of the Company’s common stock, and funding from the Company’s revolving line of credit.
The accompanying unaudited condensed financial statements present the pro forma results of operations and the financial position of Ebix and Telstra on a combined basis and are based on the historical financial information of each company after giving effect to the acquisition. The unaudited pro forma combined balance sheet has been prepared assuming the acquisition occurred on September 30, 2007. The unaudited pro forma combined statements of income have been prepared assuming the acquisition of Telstra occurred on January 1, 2006.
The unaudited pro forma condensed and combined financial statements are based on estimates and assumptions which are preliminary and have been made solely for the purposes of developing such pro forma information. The estimated pro forma adjustments arising from the merger are derived from the preliminary estimated fair value of assets acquired and liabilities assumed, and the related allocation of the purchase price consideration. The final determination of the purchase price allocation will be based on the established fair value of the assets acquired, including the fair value of the identifiable intangible assets, and liabilities assumed as of January 2, 2008. The excess of the purchase price over the fair value of net assets acquired is allocated to goodwill. The final determination of the purchase consideration, fair values, and resulting goodwill may differ significantly from what is reflected in these unaudited pro forma condensed and combined financial statements. A summary of the estimated purchase price allocation to the fair value of assets acquired and liabilities assumed is as follows (in thousands):
Purchase Price: | | | |
Cash consideration | | $ | 43,841 | |
Transaction costs | | 151 | |
| | $ | 42,936 | |
Preliminary Allocation of Purchase Price as of September 30, 2007: | | | |
Tangible assets (net) | | $ | 1,054 | |
Identifiable intangible assets | | 3,355 | |
Goodwill | | 39,583 | |
| | $ | 43,992 | |
The amount allocated to the intangible assets represents the Company’s preliminary estimate of the identifiable intangible assets acquired from Telstra, which include customer relationships and developed technology.
The merger is expected to give rise to the elimination of certain personnel of Telstra and as a result the pro forma combined financial statements reflect an adjustment of $234 thousand related to the elimination of personnel that was undertaken, as part of final integration plan that was implemented immediately after the closing of the acquisition.
2. Pro Forma Adjustments – related to the prior acquisitions of Jenquest in November 2007
Pro forma adjustments reflect only those adjustments that are factually supportable and do not include the impact of contingencies that will not be known until the later of the closing of the merger or resolution of the contingency. The following are brief descriptions of each of the referenced pro forma adjustments included in these unaudited condensed and combined financial statements.
(A) Reflects the purchase price and directly related acquisition expenses for Jenquest in the amount of $11.25 million.
(B) To reduce cash by $77 thousand for Ebix’s transaction costs, which include legal, accounting, due diligence, and filing fees.
(C) Reflects the establishment of goodwill and other intangible assets in the amounts of $9.8 million and $1.3 million respectively in connection with the Jenquest acquisition.
(D) These assets and liabilities were eliminated as part of the purchase price allocation as their fair values were deemed to be zero.
(E) Reflects assumed amortization expense of $140 thousand during 2006 and $105 thousand during 2007 related to the establishment of intangible assets
(F) To remove the Jenquest’s revolving line of credit that was paid in full immediately preceding the acquisition by Ebix.
(G) To remove Jenquest’s loans from shareholders that were paid in full immediately preceding the acquisition by Ebix.
(H) To record the deferred tax liability of $103 thousand for the book versus tax differences attributable to acquired intangible assets.
(I) To eliminate Jenquest’s equity balances.
(J) To record amortization expense for the estimated identifiable intangible assets arising from the acquisition of Jenquest by Ebix. The preliminary estimated identifiable intangible assets and their related estimated fair values and useful lives are as follows:
Intangible | | | | Percent of | | Remaining | |
Assets | | Fair Value | | Purchase Price | | Useful Life | |
| | | | | | | |
Developed Technology | | $ | 140,000 | | 1.24 | % | 5 years | |
Customer Relationships | | $ | 1,118,000 | | 9.98 | % | 10 years | |
(K) To reverse historical interest expense associated with Jenquest’s revolving line of credit which was paid in full immediately preceding the acquisition.
(L) To record the tax effect of the pro forma adjustments.
3. Pro Forma Adjustments – related to the acquisition of Telstra in January 2008
Pro forma adjustments reflect only those adjustments that are factually supportable and do not include the impact of contingencies that will not be known until the later of the closing of the merger or resolution of the contingency. The following are brief descriptions of each of the referenced pro forma adjustments included in these unaudited condensed and combined financial statements.
(M) Reflects Ebix’s purchase price for Telstra in the amount of $43.8 million financed with $1.6 million of cash, $16.5 million from the Company’s line of credit, $20.0 million of convertible debt, and $5.7 million from sales of the Company’s common stock.
(N) These assets and liabilities were eliminated as they were not conveyed or assumed as part of the purchase transaction.
(O) Reflects the establishment of goodwill in the amount of $39.6 million as part of the purchase price allocation.
(P) Reflects the establishment of identifiable intangible assets arising from the acquisition of Telstra. The preliminary estimated identifiable intangible assets and their related estimated fair values and useful lives are as follows:
Intangible | | | | Percent of | | Remaining | |
Assets | | Fair Value | | Purchase Price | | Useful Life | |
| | | | | | | |
Developed Technology | | $ | 521,000 | | 1.12 | % | 6 years | |
Customer Relationships | | $ | 2,835,000 | | 6.57 | % | 9 years | |
(Q) To recognize a current liability of $151 thousand for Ebix’s estimated directly attributable transaction costs which include legal, accounting, due diligence and filing fees.
(R) To recognize involuntary employee termination benefits in accordance with the FASB’s Emerging Issues Task Force Issue No. 95-3 “Recognition of Liabilities in Connection with a Purchase Business Combination” in the amount of $234 thousand with respect to the elimination of certain personnel of Telstra as part of the final integration plan that was implemented immediately after the closing of the acquisition.
(S) To adjust acquired deferred revenue to its fair value at the date of acquisition.
(T) To eliminate Telstra’s equity balances.
(U) Reflects assumed amortization of $344 thousand during 2007 and $458 thousand in 2006 related to the establishment of intangible assets in connection with the Telstra acquisition.
(V) To impute income tax expense using the local effective tax rate of 30% which gives rise to $1.8 million of tax expense during 2007 and $1.9 million during 2006.