March 12, 2020
Robert Kerris
Chief Financial Officer
Ebix, Inc.
1 Ebix Way
Johns Creek, Georgia 30097
Re: Ebix, Inc.
Form 10-K for the fiscal year ended December 31, 2019
Form 8-K filed March 2, 2020
File No. 000-15946
Dear Mr. Kerris:
We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have additional
comments.
Form 10-K for the fiscal year ended December 31, 2019
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview, page 32
1. Tell us why you do not include a discussion of how the Yatra combination
is expected to
impact your financial condition and operating performance. In this
regard, the pending
acquisition including its purchase price consideration and allocation
will have a significant
impact on your trends. We further note that Series Y Convertible
preferred stock ("Series
Y") will be issued as consideration for this acquisition and this stock
is listed on your
balance sheet. Please provide your analysis of the redemption feature and
support how
you intend to classify the Series Y shares in your balance sheet. Tell us
how you will
account and value the redemption feature or put right embedded in the
preferred shares.
Further, tell us how you will determine the fair value the Series Y
shares. Cite the
authoritative literature you relied upon to support your accounting. We
refer you
to Section III.A of SEC Release No. 33-8350.
Robert Kerris
FirstName LastNameRobert Kerris
Ebix, Inc.
Comapany2020
March 12, NameEbix, Inc.
Page 2
March 12, 2020 Page 2
FirstName LastName
Valuation of Goodwill, page 47
2. You disclose that you have considered the guidance within ASC 350 and
ASC 280 in
concluding that you effectively operate as one reporting unit which
appears to be a change
from four reporting units. Please tell us if you performed an interim
goodwill impairment
test of your four goodwill reporting units in the third quarter as a
result of the change. For
any interim impairment test performed, tell us the results of the test
and the percentage by
which the fair value exceeded the carrying value. If no interim
impairment test was
performed, please tell us how you concluded that there were no
triggering events
necessitating an impairment test in light of the change in the
composition and carrying
amounts of your reporting units. We refer you to ASC 350-20-35-30 and
350-20-35-3C.
Notes to Consolidated Financial Statements
Revenue Recognition and Contract Liabilities, page 69
3. Your response to prior comment 2 includes two statements (1) "the
license does not exist
in accordance with paragraph 606-10-55-54(a)" and (2) "We do have
separate software
licensing arrangements that provide the customer the right to use
software." Please clarify
how these two statements apply to your SaaS arrangements. Revise your
disclosure to
clearly identify the performance obligations included in Insurance
Exchange arrangements
(i.e. SaaS, licensing, etc.) and whether those arrangements include or
do not include the
license of intellectual property under ASC 606. Indicate whether some
arrangements
contain a software license which is recognized at a point in time.
Describe how fees for
hosting the SaaS performance obligation are charged and indicate
whether the transaction
fees are payments for those services. Clarify the nature of
Subscription services as the
disclosure indicates that this service primarily consist of
post-contract support services. In
addition, please provide disclosures of revenues recognized at a point
in time and over
time for each product line disclosed in your footnote. We refer you to
ASC 606-10-50-
91(f).
4. You disclose that variable consideration and transaction fees under
your SaaS
arrangements are recognized by applying the invoice expedient in ASC
606-10-55-18.
Explain whether the performance obligations under these arrangements
are a series of
distinct goods or services pursuant to paragraph ASC 606-10-25-14(b).
If so, explain why
you do not recognize the variable consideration in accordance with ASC
606-10-32-39
through 40 instead of utilizing the invoice expedient.
Form 8-K filed March 2, 2020
Reconciliation of EBITDA, GAAP net income and diluted earnings per share to
non-GAAP net
income and diluted earnings per share, page 3
5. Please tell us how you determined the Non-GAAP Adjustments to
calculate the Non-
GAAP Net Income and Non-GAAP Operating Income were one-time and
non-recurring
in nature as these items appear to be a part of operational and normal
expenditures. Refer
Robert Kerris
Ebix, Inc.
March 12, 2020
Page 3
to Question 100.01, 100.04, and 102.03 of the Non-GAAP Compliance and
Disclosure
Interpretations as well as Item 10(e)(1)(ii)(B) of Regulation S-K.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Amanda Kim, Staff Accountant, at (202) 551-3241 or
Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions.
Sincerely,
FirstName LastNameRobert Kerris
Division of
Corporation Finance
Comapany NameEbix, Inc.
Office of Technology
March 12, 2020 Page 3
cc: Robin Raina, Chief Executive Officer
FirstName LastName