Ebix(US:EBIX)2023-03-14 16:00Part I: Business and Risk Factors This section outlines Ebix's global business, competitive landscape, human capital, and critical financial, operational, and litigation risks Business Overview Ebix is a global provider of on-demand software and e-commerce services for insurance, financial, travel, and healthcare, with significant international revenue from its "Phygital" EbixCash operations - Ebix is a leading international supplier of on-demand infrastructure exchanges for the insurance, financial services, travel, and healthcare industries, with a significant focus on its EbixCash financial exchange in India and ASEAN countries using a "Phygital" strategy24 - International revenue constitutes a majority of the company's total revenue, accounting for 85.3% in 2022, up from 84.4% in 202128 - The company views acquisitions as an integral part of its growth strategy, focusing on complementary and accretive businesses. However, no business acquisitions were completed in 2022 or 2021293637 Revenue by Product/Service Group (in thousands) | Product/Service Group | 2022 | 2021 | 2020 | | :-------------------- | :----------- | :----------- | :----------- | | EbixCash Exchanges | $797,805 | $749,774 | $386,564 | | Insurance Exchanges | $171,156 | $171,087 | $174,424 | | Risk Compliance Solutions | $81,185 | $74,077 | $64,621 | | Total | $1,050,146 | $994,938 | $625,609 | Products and Services Ebix generates revenue from three main channels: EbixCash Exchanges (gift cards, travel, forex), Insurance Exchanges (SaaS, licenses), and Risk Compliance Solutions (COI, consulting) - EbixCash Exchanges: Primarily generates revenue from prepaid gift cards, financial transaction services (money transfer, forex), and travel services. Revenue from gift cards is recognized on a gross basis at the time of sale424446 - Insurance Exchanges: Revenue comes from SaaS platforms, software licenses, subscriptions, and transaction fees. Set-up and customization services for SaaS platforms are typically bundled as a single performance obligation and recognized over the contract duration545657 - Risk Compliance Solutions (RCS): Consists of two main revenue streams: transaction-based fees for creating and tracking certificates of insurance (COI), and consulting services billed on a time-and-materials or fixed-fee basis62 Competition Ebix operates in a diverse and fragmented competitive landscape across its EbixCash, Insurance Exchanges, and Risk Compliance Solutions segments, facing both large and specialized players - EbixCash: Competes with banks (ICICI, HDFC) and money exchange companies (Thomas Cook) in the Forex market. In travel, it competes with online players like MakeMyTrip and offline-focused companies like Thomas Cook and SOTC7377 - Insurance Exchanges (US): Main competitors in the life and annuity exchange space are iPipeline and Insurance Technologies. Ebix differentiates itself by offering an end-to-end solution integrated with its CRM products8081 - Risk Compliance Solutions (P&C Systems): In Australia, Ebix holds a dominant market position with approximately 80% market penetration of P&C broker systems, competing with local vendors like Brokers Advantage and Steadfast Insight9091 Human Capital As of December 31, 2022, Ebix employed 10,521 individuals globally, predominantly in India, maintaining a focus on diversity and flexible work arrangements - The company is committed to diversity and inclusion and has continued to utilize a hybrid work schedule implemented during the COVID-19 pandemic to ensure employee safety and flexibility979899 Employee Distribution by Geography (as of Dec 31, 2022) | Geography | Number of Employees | | :------------------- | :------------------ | | India | 9,367 | | United States | 428 | | Latin America | 363 | | Philippines | 102 | | Australia | 97 | | Indonesia | 71 | | Europe | 49 | | Singapore | 17 | | United Arab Emirates | 10 | | New Zealand | 9 | | Canada | 8 | | Total | 10,521 | Risk Factors Ebix faces critical risks including the impending Credit Facility maturity, uncertainty of the EbixCash IPO, potential decline in gift card revenue, and ongoing litigation from its former auditor's resignation Financial and Strategic Risks The company's primary financial risk is the May 2023 maturity of its $631.8 million Credit Facility, with refinancing uncertain and dependent on the delayed EbixCash IPO - The company's Credit Facility, with an outstanding balance of $631.8 million at year-end, matures in May 2023. The company may be unable to secure a replacement or extension, which would materially adversely impact liquidity106108 - The planned EbixCash IPO, a key source of funds to repay debt, has been delayed and its completion is not guaranteed. A failure to complete the IPO could negatively affect the company's stock price and financial condition113114116 - The gift card business revenue grew substantially during the COVID-19 pandemic, reaching $607 million in 2022. There is no assurance this level of revenue, which provides marginal operating income, will continue124 Business and Industry Risks Ebix is exposed to risks from economic downturns, intense competition, reliance on customer renewals, and the retention of key senior management - The business is exposed to economic downturns, particularly in the insurance and financial services industries, which could decrease demand for its products and services120121 - The markets for Ebix's products are highly competitive and price-sensitive, which could require price reductions and negatively impact profit margins129130 - The company's success is substantially dependent on the continued services of its senior management, particularly CEO Robin Raina. The loss of his services could harm the business143 Litigation and Regulatory Risks Ebix faces significant legal and regulatory risks, including lawsuits stemming from its former auditor's 2021 resignation over "significant unusual transactions" in its Indian gift card business - The company is facing approximately five derivative and class action lawsuits following the resignation of its prior registered public accounting firm, RSM, in February 2021198 - RSM stated its resignation was due to being unable to obtain sufficient audit evidence to evaluate the business purpose of "significant unusual transactions" in Q4 2020 related to the company's gift card business in India198547548 - Ongoing litigation and potential government investigations could require significant management time, result in substantial legal expenses and damages, and materially affect the company's business and financial condition199200 Properties Ebix owns its corporate headquarters in Georgia and six facilities in India, while leasing numerous other offices globally to support its operations - The company owns its corporate headquarters in Johns Creek, Georgia, and six facilities in India. It leases approximately 85 facilities across India and maintains other leased offices internationally208 Legal Proceedings Ebix is involved in significant legal proceedings, including class action and derivative lawsuits related to its former auditor's resignation and an arbitration seeking $38.4 million in damages - A putative class action lawsuit (Saraf v. Ebix, Inc.) alleges violations of the Securities Exchange Act related to false and misleading statements about the company's Indian gift card business and internal controls, following the resignation of auditor RSM210 - Multiple shareholder derivative actions have been filed against company directors and officers, asserting claims like breach of fiduciary duty related to the RSM resignation. These actions are currently stayed pending motions in the class action lawsuit213215216217 - The company is in arbitration with the former shareholders of Itz Cash Card Limited, who are seeking damages of approximately $38.4 million for alleged breaches of the transaction documents, including disputes over earn-out payments218219220 Part II: Financial Information This section provides management's discussion and analysis of financial condition and results, consolidated financial statements, and disclosures regarding changes in accountants Management's Discussion and Analysis (MD&A) 2022 revenue increased to $1.05 billion, driven by travel recovery, but net income declined due to higher interest expense and critical liquidity challenges from the May 2023 Credit Facility maturity Key Performance Indicators (2020-2022) | (In thousands except per share data) | 2022 | 2021 | 2020 | | :----------------------------------- | :----------- | :----------- | :----------- | | Revenue | $1,050,146 | $994,938 | $625,609 | | Operating income | $120,344 | $119,010 | $125,802 | | Net income attributable to Ebix, Inc. | $64,645 | $68,188 | $92,377 | | Diluted earnings per share | $2.10 | $2.22 | $3.02 | | Cash provided by operating activities | $77,567 | $69,471 | $100,356 | Results of Operations In 2022, total revenue increased 6% to $1.05 billion, driven by EbixCash Travel and Forex recovery, but net income declined due to higher interest expense and negative foreign currency impacts - Revenue grew 6% to $1.05 billion in 2022, primarily due to a 118% ($61.3M) increase in EbixCash Travel and Foreign Exchange/Outward Remittance businesses, which are rebounding from COVID-19 impacts255 - Growth was offset by a 3% (~$22M) decline in the Payment Solutions (prepaid gift cards) business and a significant negative foreign currency impact of $57.6 million, mainly from the Indian Rupee255256 - Gross margin increased to 31.3% from 29.1% in 2021, mainly due to the revenue mix shift away from the low-margin prepaid gift card business261 - Interest expense increased by $13.7 million (33.1%) to $55.1 million in 2022, driven by a ~170 basis point increase in the weighted average interest rate on the corporate credit facility267 Liquidity and Capital Resources Ebix faces critical liquidity challenges with its $639.3 million Credit Facility maturing in May 2023, resulting in a significant working capital deficit, as it pursues refinancing options including the EbixCash IPO - The company faces a critical liquidity challenge with its Credit Facility ($639.3M outstanding) maturing on May 23, 2023. The company does not have the cash on hand to repay the balance274 - Working capital decreased to a deficit of $(447.0) million at year-end 2022 from a surplus of $161.4 million in 2021, primarily due to the reclassification of the entire Credit Facility balance to current liabilities279 - The company is pursuing multiple capital-raising strategies to refinance the debt, including the pending EbixCash IPO, new debt, and equity options. A special committee has been formed to evaluate all alternatives274275 Cash and Equivalents by Geography (as of March 6, 2023, in thousands) | Geography | Cash & Equivalents | | :------------------- | :----------------- | | India | $60,709 | | United States | $9,305 | | Philippines | $6,109 | | Australia | $5,085 | | Canada | $4,154 | | United Arab Emirates | $3,384 | | Latin America | $2,294 | | Total | $97,181 | Critical Accounting Policies Critical accounting policies involve significant management estimates, particularly in revenue recognition for SaaS and gift cards, goodwill valuation using discounted cash flow models, and complex income tax accounting - Revenue Recognition: Requires significant judgment in identifying performance obligations and determining standalone selling prices, especially for SaaS contracts. For most EbixCash transactions, revenue is recognized at a point in time, and gift card revenue is recognized on a gross basis308311312 - Goodwill Valuation: Goodwill is tested for impairment annually at the single reporting unit level. The company uses a discounted cash flow model, which requires significant estimates for future revenues, margins, and discount rates. No impairment was recognized in 2022335336337 - Income Taxes: Involves estimating current tax exposure and assessing temporary differences for deferred tax assets and liabilities. The company considers its undistributed foreign earnings of approximately $953.4 million to be indefinitely reinvested339511 Financial Statements and Supplementary Data The 2022 consolidated financial statements reflect total assets of $1.54 billion, a working capital deficit due to the Credit Facility reclassification, and an unqualified auditor's opinion - The independent auditor, K G Somani & Co LLP, identified two Critical Audit Matters: the valuation of Goodwill due to significant management estimates in cash flow forecasts, and the recognition of Software as a Service (SaaS) revenue due to judgments in identifying performance obligations and determining standalone selling prices355358 Consolidated Statement of Income Highlights (in thousands) | Account | 2022 | 2021 | | :------------------------------------ | :----------- | :----------- | | Operating Revenue | $1,050,146 | $994,938 | | Operating Income | $120,344 | $119,010 | | Interest Expense | ($55,068) | ($41,370) | | Income Before Income Taxes | $72,075 | $73,523 | | Net Income Attributable to Ebix, Inc. | $64,645 | $68,188 | Consolidated Balance Sheet Highlights (in thousands) | Account | Dec 31, 2022 | Dec 31, 2021 | | :-------------------------- | :----------- | :----------- | | Total Current Assets | $384,520 | $366,564 | | Goodwill | $881,676 | $939,249 | | Total Assets | $1,537,555 | $1,573,249 | | Total Current Liabilities | $831,537 | $205,195 | | Revolving line of credit (long-term) | $0 | $439,402 | | Long-term debt | $160 | $184,676 | | Total Liabilities | $878,115 | $873,695 | | Total Stockholders' Equity | $659,440 | $699,554 | Changes in and Disagreements with Accountants The company's prior auditor, RSM, resigned in February 2021 citing insufficient audit evidence for "significant unusual transactions" in the Indian gift card business, leading to the engagement of K G Somani & Co LLP - RSM, the company's prior auditor, resigned on February 15, 2021542 - RSM's resignation letter cited an inability to obtain sufficient audit evidence for "significant unusual transactions" in Q4 2020 within the Indian gift card business and identified a material weakness in internal control over the gift card revenue cycle547548 - A disagreement was also reported regarding the classification of a $30 million fund transfer, which RSM believed should be classified as 'other current assets' rather than 'cash or cash equivalent'545 - The company engaged K G Somani & Co LLP as its new independent auditor on March 5, 2021. It also engaged Skadden Arps and AlixPartners to review the issues raised by RSM and the Board was satisfied that no further steps were necessary548550 Part III: Corporate Governance and Compensation This section details the company's board, executive officers, corporate governance, executive compensation, and security ownership Directors, Executive Officers and Corporate Governance Ebix's corporate governance is led by CEO Robin Raina, with an eight-member Board, seven independent directors, and key committees including a Strategic Investment Committee formed in 2022 - The executive team is led by Robin Raina (Chairman, President & CEO) and Steve Hamil (EVP & Global CFO)101590591 - The Board has determined that seven of its eight directors are independent. Key board committees include the Audit, Compensation, and a Strategic Investment Committee597609698 - The Board has designated Pavan Bhalla as the "audit committee financial expert" under SEC rules608 Executive Compensation Executive compensation includes base salary, bonuses, and equity awards, with CEO Robin Raina's 2022 compensation totaling $3.6 million and a potential $71.5 million change of control payment - CEO Robin Raina has an Amended Stock Appreciation Right (SAR) Agreement that entitles him to a cash payment upon a change of control. Based on the December 31, 2022 stock price, this payment would have been $71.5 million662664 - The ratio of the CEO's 2022 total compensation ($3.6M) to the median employee in India was 940 to 1. The ratio to the median US employee was 48 to 1666667 2022 Summary Compensation | Name and Principal Position | Salary ($) | Bonus ($) | Total ($) | | :-------------------------- | :---------- | :---------- | :---------- | | Robin Raina, CEO | $1,200,000 | $2,400,000 | $3,611,452 | | Steve Hamil, CFO | $325,000 | $150,000 | $477,325 | Security Ownership As of March 6, 2023, CEO Robin Raina is the largest insider beneficial owner with 13.9% of shares, while institutional investors Blackrock and Vanguard hold significant stakes - CEO Robin Raina has pledged 1,766,988 shares of company common stock as security for a loan680 Security Ownership of Major Holders (as of March 6, 2023) | Name of Beneficial Owner | Percent of Class | | :-------------------------------------------- | :--------------- | | Robin Raina | 13.9% | | Directors and executive officers as a group | 15.8% | | Blackrock Inc. | 13.1% | | The Vanguard Group | 9.8% | | Steven D. Lebowitz | 6.1% |