XML 56 R32.htm IDEA: XBRL DOCUMENT v2.4.0.8
Description of Business and Summary of Significant Accounting Policies (Tables)
12 Months Ended
Dec. 31, 2013
Accounting Policies [Abstract]  
Business Combination, Segment Allocation
The following table summarizes the goodwill recorded in connection with the acquisitions that occurred during 2013 and 2012:
Company acquired
 
Date acquired
 
(in thousands)
Qatarlyst ("Qatarlyst")
 
April 2013
 
$
11,136

Total during 2013
 
 
 
$
11,136

 
 
 
 
 
Benefit Software, Inc. ("BSI")
 
March 2012
 
$
3,243

Taimma Communications, Inc. ("Taimma")
 
April 2012
 
7,557

PlanetSoft Holdings, Inc. ("PlanetSoft")
 
June 2012
 
44,116

Fintechnix Pty Limited ("Fintechnix")
 
June 2012
 
3,706

TriSystems, Ltd. ("Trisystems")
 
August 2012
 
8,754

Total during 2012
 
 
 
$
67,376

In addition, during 2012 the Company recorded a $25 thousand increase to goodwill, in connection to a 2009 acquisition, for an earn-out payment not previously recognized.
Schedule of Revenue by 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, 2013 , 2012 and 2011.
 
For the Year Ended
 
December 31,
(dollar amounts in thousands)
 
2013
 
2012
 
2011
Exchanges
 
$
163,925

 
$
159,678

 
$
130,638

Broker Systems
 
18,378

 
18,612

 
18,006

Business Process Outsourcing (“BPO”)
 
15,678

 
16,140

 
14,944

Carrier Systems
 
6,729

 
4,940

 
5,381

Totals
 
$
204,710

 
$
199,370

 
$
168,969

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis
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:

 
 
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

$

$

Total assets measured at fair value
 
$
801

$
801

$

$

 
 
 
 
 
 
Liabilities
 
 
 
 
 
Derivatives:
 
 
 
 
 
Common share-based put option (a)
 
$
845

$

$
845

$

Contingent accrued earn-out acquisition consideration (b)
 
14,420



14,420

Total liabilities measured at fair value
 
$
15,265

$

$
845

$
14,420

 
 
 
 
 
 
(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, which represents the per-share value established on the effective date of the closing of Ebix's acquisition of PlanetSoft. In accordance with the relevant authoritative accounting literature a portion of the total purchase consideration was allocated to this put liability based on its initial fair value, which was determined to be $1.4 million using a Black-Scholes model. 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.
(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.

 
 
Fair Values at Reporting Date Using*
Descriptions
 
Balance at December 31, 2012
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 ($213 thousand is recorded in the long term asset section of the consolidated balance sheets)
 
$
1,184

1,184



Total assets measured at fair value
 
$
1,184

$
1,184

$

$

 
 
 
 
 
 
Liabilities
 
 
 
 
 
Derivatives:
 
 
 
 
 
Common share-based put option (a)
 
$
1,186


1,186


Contingent accrued earn-out acquisition consideration (b)
 
17,495



17,495

Total liabilities measured at fair value
 
$
18,681

$

$
1,186

$
17,495

 
 
 
 
 
 
(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, which represents the per-share value established on the effective date of the closing of Ebix's acquisition of PlanetSoft. In accordance with the relevant authoritative accounting literature a portion of the total purchase consideration was allocated to this put liability based on its initial fair value, which was determined to be $1.4 million using a Black-Scholes model. 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.
(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, 2012 there were no transfers between fair value Levels 1, 2 or 3.
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation
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.

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Contingent Liability for Accrued Earn-out Acquisition Consideration
 
Balance at December 31, 2013
 
Balance at December 31, 2012
 
 
(in thousands)
 
 
 
 
 
Beginning balance
 
$
17,495

 
7,590

 
 
 
 
 
Total remeasurement adjustments:
 
 
 
 
       (Gains) or losses included in earnings **
 
(10,253
)
 
(699
)
       (Gains) or losses recorded against goodwill
 

 

       Foreign currency translation adjustments ***
 
730

 
(143
)
 
 
 
 
 
Acquisitions and settlements
 
 
 
 
       Business acquisitions
 
9,425

 
16,258

       Settlements
 
(2,977
)
 
(5,511
)
 
 
 
 
 
Ending balance
 
$
14,420

 
$
17,495

 
 
 
 
 
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.
 
$
(9,954
)
 
$
(802
)
 
 
 
 
 
** recorded as a component of reported general and administrative expenses
 
 
*** recorded as a component of other comprehensive income within stockholders' equity
 
 

Fair Value, Significant Unobservable Inputs Used in Measurement of Contingent Consideration Liabilities
The significant unobservable inputs used in the fair value measurement of the Company's contingent consideration liabilities designated as Level 3 are as follows:
  
 
 
 
 
 
 
(in thousands)
 
Fair Value at  December 31, 2013
 
             Valuation Technique
 
Significant Unobservable
Input
Contingent acquisition consideration:
(Taimma, PlanetSoft, TriSystems, and Qatarlyst acquisitions)
 
$14,420
 
Discounted cash flow
 
Expected future annual revenue streams and probability of achievement



  
 
 
 
 
 
 
(in thousands)
 
Fair Value at  December 31, 2012
 
             Valuation Technique
 
Significant Unobservable
Input
Contingent acquisition consideration:
(USIX, HealthConnect, Taimma, PlanetSoft, and TriSystems acquisitions)
 
$17,495
 
Discounted cash flow
 
Expected future annual revenue streams and probability of achievement
Schedule of Goodwill
Changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012 are as follows:

 
December 31, 2013
 
December 31, 2012
 
(in thousands)
Beginning Balance
$
326,748

 
$
259,218

Additions, net (see Note 3)
11,136

 
67,401

Foreign currency translation adjustments
(816
)
 
129

Ending Balance
$
337,068

 
$
326,748

Schedule of Finite-Lived Intangible Assets by Major Class, Estimated Useful Lives
We amortize these intangible assets on a straight-line basis over their estimated useful lives, as follows:
 
Life
Category
(yrs)
Customer relationships
7-20

Developed technology
3-12

Trademarks
3-15

Non-compete agreements
5

Database
10

Schedule of Intangible Assets, Excluding Goodwill
Intangible assets as of December 31, 2013 and December 31, 2012, are as follows:
 
December 31,
 
2013
 
2012
 
(In thousands)
Finite-lived intangible assets:
 
 
 
Customer relationships
$
62,408

 
$
57,638

Developed technology
14,630

 
14,025

Trademarks
2,646

 
2,638

Non-compete agreements
538

 
538

Backlog
140

 
140

Database
212

 
212

Total intangibles
80,574

 
75,191

Accumulated amortization
(29,840
)
 
(22,600
)
Finite-lived intangibles, net
$
50,734

 
$
52,591

 
 
 
 
Indefinite-lived intangibles:
 
 
 
Customer/territorial relationships
$
30,887

 
$
30,887

Useful Lives of Property and Equipment Used in Computation of Depreciation
The estimated useful lives applied by the Company for property and equipment are as follows:
 
Life
Asset Category
(yrs)
Computer equipment
5
Furniture, fixtures and other
7
Buildings
30
Leasehold improvements
Life of the lease