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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Ebix Inc | NASDAQ:EBIX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.16 | 1.18 | 1.20 | 0 | 01:00:00 |
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ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State or other jurisdiction of incorporation)
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77-0021975
(I.R.S. Employer Identification Number)
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5 Concourse Parkway, Suite 3200
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Atlanta, Georgia
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30328
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
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Reference
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Exhibit 21.1
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Exhibit 23.1
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Exhibit 31.1
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Exhibit 31.2
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Exhibit 32.1
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Exhibit 32.2
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Exhibit 101
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For the Year Ended
December 31,
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||||||||||
(dollar amounts in thousands)
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2013
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2012
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2011
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||||||
Exchanges
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$
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163,925
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$
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159,678
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$
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130,638
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Broker Systems
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18,378
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18,612
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18,006
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Business Process Outsourcing (“BPO”)
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15,678
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16,140
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14,944
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Carrier Systems
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6,729
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4,940
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5,381
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Totals
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$
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204,710
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$
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199,370
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$
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168,969
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Name
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Age
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Position
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Officer Since
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Robin Raina
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47
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Chairman, President, and Chief Executive Officer
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1998
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Robert F. Kerris
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60
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Chief Financial Officer and Corporate Secretary
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2007
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Graham Prior
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57
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Corporate Senior Vice President International Business & Intellectual Property
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2012
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Leon d'Apice
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57
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Managing Director - Ebix Australia Group Head
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2012
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James Senge Sr.
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53
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Senior Vice President EbixHealth
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2012
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•
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potential incompatibility of business cultures;
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•
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potential delays in integrating diverse technology platforms;
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•
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potential need for additional internal and disclosure controls over financial reporting may become necessary;
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•
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potential difficulties in coordinating geographically separated organizations;
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•
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potential difficulties in re-training sales forces to market all of our products across all of our intended markets;
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•
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potential difficulties implementing common internal business systems and processes;
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•
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potential conflicts in third-party relationships; and
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•
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potential loss of customers and key employees and the diversion of the attention of management from other ongoing business concerns.
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rapidly changing technology;
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•
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evolving industry standards;
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•
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frequent new product and service introductions;
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•
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shifting distribution channels; and
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•
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changing customer demands.
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•
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undertake more extensive marketing campaigns for their brands and services;
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•
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devote more resources to website and systems development;
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•
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adopt more aggressive pricing policies; and
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•
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make more attractive offers to potential employees, online companies and third-party service providers.
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•
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the impact of recessions in foreign economies on the level of consumers' insurance shopping and purchasing behavior;
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•
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greater difficulty in collecting accounts receivable;
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•
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difficulties and costs of staffing and managing foreign operations;
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•
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reduced protection for intellectual property rights in some countries;
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•
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burdensome regulatory requirements;
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•
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trade and financing barriers, and differing business practices;
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•
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potentially adverse tax consequences; and
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•
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political and economic instability.
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•
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announcements of new services, products, or technological innovations, or strategic relationships by us or our competitors;
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•
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announcements of business acquisitions or strategic relationships by us or our competitors;
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•
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trends or conditions in the insurance, software, business process outsourcing and Internet markets;
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•
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changes in market valuations of our competitors; and
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•
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general political, economic, regulatory and market conditions.
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•
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The transaction is approved by the board of directors prior to the date the interested stockholder obtained interested stockholder status;
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•
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Upon consummation of the transaction that resulted in the stockholder's becoming an interested stockholder, the stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or
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•
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On or subsequent to the date the business combination is approved by the board of directors, it is authorized at an annual or special meeting of stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.
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Year Ended December 31, 2013
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High
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Low
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||||
First quarter
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$
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19.38
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$
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13.21
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Second quarter
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20.60
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9.25
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Third quarter
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11.81
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9.49
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Fourth quarter
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14.89
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10.04
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Year Ended December 31, 2012
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High
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Low
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||||
First quarter
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$
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26.19
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$
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20.89
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Second quarter
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23.49
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16.84
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Third quarter
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24.62
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19.99
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Fourth quarter
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24.00
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15.75
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Number of Securities
to be Issued Upon
Exercise of
Outstanding Options
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Weighted-Average
Exercise Price of
Outstanding Options
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Number
of Securities
Remaining Available
for Future Issuance
Under Equity
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Plan Category
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Warrants and Rights
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Warrants and Rights
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Compensation Plans
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Equity Compensation Plans Approved by Security Holders:
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—1996 Stock Incentive Plan, as amended and restated in 2006
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657,000
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$
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6.39
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962,563
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—2010 Stock Incentive Plan
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135,000
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$
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17.47
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4,758,924
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Equity Compensation Plans Not Approved by Security Holders
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—
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N/A
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N/A
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Total
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792,000
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$
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8.28
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5,721,487
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Total Number of Shares (Units) Purchased
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Total Number of Shares Purchased as Part of Publicly-Announced Plans or Programs
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Average Price Paid Per Share (1)
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Maximum Number (or
Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (2) |
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Period
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As of December 31, 2012
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5,456,126
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5,456,126
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$
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—
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$
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5,377,000
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January 1, 2013 to March 31, 2013
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—
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—
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$
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—
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$
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5,377,000
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April 1, 2013 to June 30, 2013
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250,900
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250,900
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$
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9.93
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$
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102,885,000
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July 1, 2013 to September 30, 2013
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—
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—
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$
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—
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$
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102,885,000
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October 1, 2013 to October 31, 2013
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—
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—
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$
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—
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$
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102,885,000
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November 1, 2013 to November 30, 2013
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—
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—
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$
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—
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$
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102,885,000
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December 1, 2013 to December 31, 2013
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—
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—
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$
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—
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$
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102,885,000
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Total
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5,707,026
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5,707,026
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$
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102,885,000
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(1)
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Average price paid per share for shares purchased as part of our publicly-announced plan.
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(2)
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Effective June 30, 2011 the Company's Board of Directors unanimously approved an increase in the size of the Company's authorized share repurchase plan from $45.0 million to $100.0 million. The Board directed that the repurchases be funded with available cash balances and cash generated by the Company's operating activities, and be completed in the subsequent twelve months if possible. As of December 31, 2013 the Company has approximately $2.9 million remaining in this share repurchase authorization.
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(3)
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Effective June 21, 2013 the Company's Board of Directors unanimously approved an additional authorized share repurchase plan of $100.0 million. The Board directed that the repurchases be funded with available cash balances and cash generated by the Company's operating activities, and be completed in the subsequent twenty four months if possible.
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Year Ended December 31, 2013
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Year Ended December 31, 2012
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Year Ended December 31, 2011
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Year Ended December 31, 2010
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Year Ended December 31, 2009
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||||||||||
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(In thousands, except per share amounts)
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||||||||||||||||||
Results of Operations:
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||||||||||
Revenue
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$
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204,710
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$
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199,370
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$
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168,969
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$
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132,188
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$
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97,685
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Operating income
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75,006
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77,008
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68,748
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52,507
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39,256
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|||||
Net income
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$
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59,274
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$
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70,569
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$
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71,378
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$
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59,019
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$
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38,822
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Net income per share:
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||||||||||
Basic*
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$
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1.58
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$
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1.91
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$
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1.89
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$
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1.69
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$
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1.24
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Diluted*
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$
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1.53
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$
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1.80
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$
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1.75
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$
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1.51
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$
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1.03
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Shares used in computing per share data:
|
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||||||||||
Basic*
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37,588
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36,948
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37,742
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34,845
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31,398
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|||||
Diluted*
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38,642
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39,100
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40,889
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39,018
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38,014
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|||||
Cash dividend per common share
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$
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0.075
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$
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0.19
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$
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0.04
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$
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—
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$
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—
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Financial Position:
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||||||||||
Total assets
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$
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553,864
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|
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$
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516,946
|
|
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$
|
411,182
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|
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$
|
303,300
|
|
|
$
|
262,167
|
|
Short-term debt
|
|
13,711
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|
|
11,995
|
|
|
6,667
|
|
|
10,157
|
|
|
52,487
|
|
|||||
Long-term debt
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|
42,958
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|
|
69,278
|
|
|
40,083
|
|
|
25,000
|
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|
—
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|||||
Redeemable common stock
|
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—
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—
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—
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|
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—
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|
|
—
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|
|||||
Stockholders’ equity
|
|
$
|
413,225
|
|
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$
|
362,155
|
|
|
$
|
316,115
|
|
|
$
|
231,268
|
|
|
$
|
170,743
|
|
|
12/31/2008
|
|
12/31/2009
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12/31/2010
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|
12/31/2011
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|
12/31/2012
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|
12/31/2013
|
||||||||||||
EBIX, INC.
|
$
|
100
|
|
|
$
|
204
|
|
|
$
|
297
|
|
|
$
|
278
|
|
|
$
|
204
|
|
|
$
|
188
|
|
NASDAQ STOCK MARKET (U.S.)
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$
|
100
|
|
|
$
|
144
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$
|
168
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|
|
$
|
165
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|
|
$
|
191
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|
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$
|
265
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|
NASDAQ COMPUTER
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$
|
100
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|
|
$
|
171
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|
|
$
|
201
|
|
|
$
|
202
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|
|
$
|
227
|
|
|
$
|
299
|
|
|
|
Key Performance Indicators
Twelve Months Ended December 31,
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||||||||||
(Dollar amounts in thousands except per share data)
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2013
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2012
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|
2011
|
||||||
Revenue
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$
|
204,710
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|
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$
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199,370
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|
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$
|
168,969
|
|
Revenue growth
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3
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%
|
|
18
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%
|
|
28
|
%
|
|||
Operating income
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|
$
|
75,006
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|
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$
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77,008
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|
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$
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68,748
|
|
Operating margin
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37
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%
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|
39
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%
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|
41
|
%
|
|||
Net Income
|
|
$
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59,274
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$
|
70,569
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|
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$
|
71,378
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|
Diluted earnings per share
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|
$
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1.53
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$
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1.80
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$
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1.75
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Cash provided by operating activities
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$
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57,062
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|
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$
|
72,295
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|
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$
|
70,642
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|
|
|
Year Ended December 31, 2013
|
|
Year Ended December 31, 2012
|
|
Year Ended December 31, 2011
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||||||
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(In thousands)
|
||||||||||
Operating revenue:
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$
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204,710
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$
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199,370
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|
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$
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168,969
|
|
Operating expenses:
|
|
|
|
|
|
|
||||||
Costs of services provided
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|
40,471
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|
|
38,133
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|
|
33,589
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|
|||
Product development
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|
26,798
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|
|
24,825
|
|
|
19,208
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|
|||
Sales and marketing
|
|
15,848
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|
|
16,687
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|
|
13,642
|
|
|||
General and administrative
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|
36,480
|
|
|
33,562
|
|
|
26,268
|
|
|||
Amortization and depreciation
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|
10,107
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|
|
9,155
|
|
|
7,514
|
|
|||
Total operating expenses
|
|
129,704
|
|
|
122,362
|
|
|
100,221
|
|
|||
Operating income
|
|
75,006
|
|
|
77,008
|
|
|
68,748
|
|
|||
Interest income (expense), net
|
|
(708
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)
|
|
(1,100
|
)
|
|
(202
|
)
|
|||
Other non-operating income
|
|
342
|
|
|
190
|
|
|
647
|
|
|||
Non-operating expense - securities litigation
|
|
(4,226
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign exchange gain
|
|
(262
|
)
|
|
1,931
|
|
|
4,302
|
|
|||
Income before taxes
|
|
70,152
|
|
|
78,029
|
|
|
73,495
|
|
|||
Income tax expense
|
|
(10,878
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)
|
|
(7,460
|
)
|
|
(2,117
|
)
|
|||
Net income
|
|
$
|
59,274
|
|
|
$
|
70,569
|
|
|
$
|
71,378
|
|
|
|
For the Year Ended
December 31,
|
||||||
(dollar amounts in thousands)
|
|
2013
|
|
2012
|
||||
Exchanges
|
|
$
|
163,925
|
|
|
$
|
159,678
|
|
Broker Systems
|
|
18,378
|
|
|
18,612
|
|
||
Business Process Outsourcing (“BPO”)
|
|
15,678
|
|
|
16,140
|
|
||
Carrier Systems
|
|
6,729
|
|
|
4,940
|
|
||
Totals
|
|
$
|
204,710
|
|
|
$
|
199,370
|
|
•
|
2013 and 2012 pro forma revenue contains actual revenue of the acquired entities before acquisition date, as reported by the sellers, as well as actual revenue of the acquired entities after acquisition. Growth in revenues of the acquired entities after acquisition date are only reflected for the period after their acquisition.
|
•
|
Revenue billed to existing clients from the cross selling of acquired products has been assigned to the acquired section of our business.
|
•
|
Any existing products sold to new customers acquired through the acquisition customer base, has also been assigned to the acquired section of our business.
|
•
|
2012 pro forma revenues include revenues from some product lines whose sale was discontinued after the acquisition date and revenues from some customers whose contracts were discontinued. This is typically done for efficiency and/or competitive reasons.
|
(dollar amounts in thousands)
|
|
United States
|
|
Canada
|
|
Latin America
|
|
Australia
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|
Singapore
|
|
New Zealand
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India
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|
Europe (United Kingdom)
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Sweden
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|
Total
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||||||||||||||||||||
Pre-tax income
|
|
$
|
5,497
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|
|
$
|
1,344
|
|
|
$
|
966
|
|
|
$
|
4,579
|
|
|
$
|
17,523
|
|
|
$
|
485
|
|
|
$
|
31,387
|
|
|
$
|
1,360
|
|
|
$
|
7,011
|
|
|
$
|
70,152
|
|
Statutory tax rate
|
|
35.0
|
%
|
|
30.5
|
%
|
|
34.0
|
%
|
|
30.0
|
%
|
|
10.0
|
%
|
|
28.0
|
%
|
|
—
|
%
|
|
24.0
|
%
|
|
—
|
%
|
|
|
|
|
For the Year Ended
December 31,
|
||||||
(dollar amounts in thousands)
|
|
2012
|
|
2011
|
||||
Exchanges
|
|
$
|
159,678
|
|
|
$
|
130,638
|
|
Broker Systems
|
|
18,612
|
|
|
18,006
|
|
||
Business Process Outsourcing (“BPO”)
|
|
16,140
|
|
|
14,944
|
|
||
Carrier Systems
|
|
4,940
|
|
|
5,381
|
|
||
Totals
|
|
$
|
199,370
|
|
|
$
|
168,969
|
|
•
|
2012 and 2011 pro forma revenue contains actual revenue of the acquired entities before acquisition date, as reported by the sellers, as well as actual revenue of the acquired entities after acquisition. Growth in revenues of the acquired entities after acquisition date are only reflected for the period after their acquisition.
|
•
|
Revenue billed to existing clients from the cross selling of acquired products has been assigned to the acquired section of our business.
|
•
|
Any existing products sold to new customers acquired through the acquisition customer base, has also been assigned to the acquired section of our business.
|
•
|
2011 pro forma revenues include revenues from some product lines whose sale was discontinued after the acquisition date and revenues from some customers whose contracts were discontinued. This is typically done for efficiency and/or competitive reasons.
|
(dollar amounts in thousands)
|
|
United States
|
|
Canada
|
|
Latin America
|
|
Australia
|
|
Singapore
|
|
New Zealand
|
|
India
|
|
Europe (United Kingdom)
|
|
Sweden
|
|
Total
|
||||||||||||||||||||
Pre-tax income
|
|
$
|
6,604
|
|
|
$
|
1,289
|
|
|
$
|
420
|
|
|
$
|
1,465
|
|
|
$
|
25,188
|
|
|
$
|
292
|
|
|
$
|
35,708
|
|
|
$
|
67
|
|
|
$
|
6,996
|
|
|
$
|
78,029
|
|
Statutory tax rate
|
|
35.0
|
%
|
|
30.5
|
%
|
|
34.0
|
%
|
|
30.0
|
%
|
|
10.0
|
%
|
|
28.0
|
%
|
|
—
|
%
|
|
24.0
|
%
|
|
—
|
%
|
|
|
|
|
United States
|
|
Canada
|
|
Latin America
|
|
Australia
|
|
Singapore
|
|
New Zealand
|
|
India
|
|
Europe
|
|
Sweden
|
|
Total
|
||||||||||||||||||||
Cash and ST investments
|
|
$
|
7,581
|
|
|
$
|
4,653
|
|
|
$
|
1,605
|
|
|
$
|
12,469
|
|
|
$
|
13,455
|
|
|
$
|
1,375
|
|
|
$
|
12,608
|
|
|
$
|
4,175
|
|
|
$
|
17
|
|
|
$
|
57,938
|
|
|
|
Payment Due by Period
|
||||||||||||||||||
|
|
Total
|
|
Less Than
1 Year
|
|
1 - 3 Years
|
|
3 - 5 Years
|
|
More than
5 years
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Revolving line of credit
|
|
$
|
22,840
|
|
|
$
|
—
|
|
|
$
|
22,840
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short and long-term debt
|
|
33,829
|
|
|
13,711
|
|
|
20,118
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases
|
|
14,506
|
|
|
5,088
|
|
|
5,321
|
|
|
3,547
|
|
|
550
|
|
|||||
Capital leases
|
|
239
|
|
|
195
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
71,414
|
|
|
$
|
18,994
|
|
|
$
|
48,323
|
|
|
$
|
3,547
|
|
|
$
|
550
|
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
|
(in thousands, except per share data)
|
||||||||||||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
|
$
|
52,566
|
|
|
$
|
51,004
|
|
|
$
|
50,293
|
|
|
$
|
50,847
|
|
Gross profit
|
|
42,675
|
|
|
40,646
|
|
|
40,157
|
|
|
40,761
|
|
||||
Operating income
|
|
19,305
|
|
|
19,294
|
|
|
18,601
|
|
|
17,806
|
|
||||
Net income
|
|
17,344
|
|
|
13,542
|
|
|
13,143
|
|
|
15,245
|
|
||||
Net income per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.47
|
|
|
$
|
0.36
|
|
|
$
|
0.35
|
|
|
$
|
0.40
|
|
Diluted
|
|
$
|
0.45
|
|
|
$
|
0.35
|
|
|
$
|
0.34
|
|
|
$
|
0.40
|
|
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
|
$
|
43,827
|
|
|
$
|
47,716
|
|
|
$
|
53,804
|
|
|
$
|
54,023
|
|
Gross profit
|
|
34,798
|
|
|
38,559
|
|
|
44,304
|
|
|
43,576
|
|
||||
Operating income
|
|
18,329
|
|
|
17,711
|
|
|
20,708
|
|
|
20,260
|
|
||||
Net income
|
|
15,685
|
|
|
18,067
|
|
|
18,072
|
|
|
18,745
|
|
||||
Net income per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.43
|
|
|
$
|
0.49
|
|
|
$
|
0.49
|
|
|
$
|
0.50
|
|
Diluted
|
|
$
|
0.40
|
|
|
$
|
0.47
|
|
|
$
|
0.46
|
|
|
$
|
0.48
|
|
Year Ended December 31, 2011
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
|
$
|
40,050
|
|
|
$
|
42,267
|
|
|
$
|
42,602
|
|
|
$
|
44,050
|
|
Gross profit
|
|
32,743
|
|
|
33,353
|
|
|
33,895
|
|
|
35,389
|
|
||||
Operating income
|
|
15,634
|
|
|
18,605
|
|
|
17,954
|
|
|
16,556
|
|
||||
Net income
|
|
15,164
|
|
|
22,348
|
|
|
16,536
|
|
|
17,330
|
|
||||
Net income per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.40
|
|
|
$
|
0.57
|
|
|
$
|
0.44
|
|
|
$
|
0.48
|
|
Diluted
|
|
$
|
0.37
|
|
|
$
|
0.53
|
|
|
$
|
0.41
|
|
|
$
|
0.44
|
|
|
Year Ended December 31, 2013
|
|
Year Ended December 31, 2012
|
|
Year Ended December 31, 2011
|
||||||
|
(In thousands, except per share amounts)
|
||||||||||
Operating revenue:
|
$
|
204,710
|
|
|
$
|
199,370
|
|
|
$
|
168,969
|
|
Operating expenses:
|
|
|
|
|
|
||||||
Costs of services provided
|
40,471
|
|
|
38,133
|
|
|
33,589
|
|
|||
Product development
|
26,798
|
|
|
24,825
|
|
|
19,208
|
|
|||
Sales and marketing
|
15,848
|
|
|
16,687
|
|
|
13,642
|
|
|||
General and administrative
|
36,480
|
|
|
33,562
|
|
|
26,268
|
|
|||
Amortization and depreciation
|
10,107
|
|
|
9,155
|
|
|
7,514
|
|
|||
Total operating expenses
|
129,704
|
|
|
122,362
|
|
|
100,221
|
|
|||
Operating income
|
75,006
|
|
|
77,008
|
|
|
68,748
|
|
|||
Interest income
|
518
|
|
|
441
|
|
|
557
|
|
|||
Interest expense
|
(1,226
|
)
|
|
(1,541
|
)
|
|
(759
|
)
|
|||
Non-operating income (loss) - put options
|
342
|
|
|
190
|
|
|
647
|
|
|||
Non-operating expense - securities litigation
|
(4,226
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign exchange gain (loss)
|
(262
|
)
|
|
1,931
|
|
|
4,302
|
|
|||
Income before income taxes
|
70,152
|
|
|
78,029
|
|
|
73,495
|
|
|||
Income tax provision
|
(10,878
|
)
|
|
(7,460
|
)
|
|
(2,117
|
)
|
|||
Net income
|
$
|
59,274
|
|
|
$
|
70,569
|
|
|
$
|
71,378
|
|
Basic earnings per common share
|
$
|
1.58
|
|
|
$
|
1.91
|
|
|
$
|
1.89
|
|
Diluted earnings per common share
|
$
|
1.53
|
|
|
$
|
1.80
|
|
|
$
|
1.75
|
|
Basic weighted average shares outstanding
|
37,588
|
|
|
36,948
|
|
|
37,742
|
|
|||
Diluted weighted average shares outstanding
|
38,642
|
|
|
39,100
|
|
|
40,889
|
|
|
|
Year Ended December 31, 2013
|
|
Year Ended December 31, 2012
|
|
Year Ended December 31, 2011
|
||||||
|
|
(In thousands)
|
||||||||||
Net income
|
|
$
|
59,274
|
|
|
$
|
70,569
|
|
|
$
|
71,378
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
(5,376
|
)
|
|
(2,394
|
)
|
|
(11,403
|
)
|
|||
Total other comprehensive income (loss)
|
|
(5,376
|
)
|
|
(2,394
|
)
|
|
(11,403
|
)
|
|||
Comprehensive income
|
|
$
|
53,898
|
|
|
$
|
68,175
|
|
|
$
|
59,975
|
|
|
December 31,
2013 |
|
December 31,
2012 |
||||
|
(In thousands, except share and per share amounts)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
56,674
|
|
|
$
|
36,449
|
|
Short-term investments
|
801
|
|
|
971
|
|
||
Trade accounts receivable, less allowances of $1,049 and $1,157, respectively
|
39,070
|
|
|
37,298
|
|
||
Deferred tax asset, net
|
256
|
|
|
1,835
|
|
||
Other current assets
|
5,548
|
|
|
5,116
|
|
||
Total current assets
|
102,349
|
|
|
81,669
|
|
||
Property and equipment, net
|
8,528
|
|
|
10,082
|
|
||
Goodwill
|
337,068
|
|
|
326,748
|
|
||
Intangibles, net
|
50,734
|
|
|
52,591
|
|
||
Indefinite-lived intangibles
|
30,887
|
|
|
30,887
|
|
||
Deferred tax asset, net
|
20,616
|
|
|
11,245
|
|
||
Other assets
|
3,682
|
|
|
3,724
|
|
||
Total assets
|
$
|
553,864
|
|
|
$
|
516,946
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
17,818
|
|
|
$
|
15,497
|
|
Accrued payroll and related benefits
|
6,482
|
|
|
5,431
|
|
||
Short term debt
|
13,062
|
|
|
11,344
|
|
||
Liability – securities litigation settlement
|
4,226
|
|
|
—
|
|
||
Contingent liability for accrued earn-out acquisition consideration
|
4,137
|
|
|
3,265
|
|
||
Current portion of long term debt and capital lease obligation, net of discount of $10 and $13, respectively
|
827
|
|
|
915
|
|
||
Put option liability
|
845
|
|
|
—
|
|
||
Deferred revenue
|
18,918
|
|
|
19,888
|
|
||
Current deferred rent
|
254
|
|
|
237
|
|
||
Other current liabilities
|
106
|
|
|
113
|
|
||
Total current liabilities
|
66,675
|
|
|
56,690
|
|
||
Revolving line of credit
|
22,840
|
|
|
37,840
|
|
||
Other long term debt and capital lease obligation, less current portion, net of discount of $38 and $78, respectively
|
20,124
|
|
|
31,592
|
|
||
Contingent liability for accrued earn-out acquisition consideration
|
10,283
|
|
|
14,230
|
|
||
Put option liability
|
—
|
|
|
1,186
|
|
||
Deferred revenue
|
391
|
|
|
375
|
|
||
Long term deferred rent
|
2,185
|
|
|
1,449
|
|
||
Other liabilities
|
13,141
|
|
|
6,429
|
|
||
Total liabilities
|
135,639
|
|
|
149,791
|
|
||
Commitments and Contingencies, Note 6
|
|
|
|
|
|
||
|
|
|
|
||||
Temporary equity, Note 20
|
5,000
|
|
|
5,000
|
|
||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Convertible Series D Preferred stock, $.10 par value, 500,000 shares authorized, no shares issued and outstanding at December 31, 2013 and 2012
|
—
|
|
|
—
|
|
Common stock, $.10 par value, 60,000,000 shares authorized, 38,088,391 issued and 38,047,882 outstanding at December 31, 2013 and 37,131,777 issued and 37,091,268 outstanding at December 31, 2012
|
3,805
|
|
|
3,709
|
|
||
Additional paid-in capital
|
164,216
|
|
|
164,346
|
|
||
Treasury stock (40,509 shares as of December 31, 2013 and December 31, 2012)
|
(76
|
)
|
|
(76
|
)
|
||
Retained earnings
|
257,574
|
|
|
201,094
|
|
||
Accumulated other comprehensive loss
|
(12,294
|
)
|
|
(6,918
|
)
|
||
Total stockholders’ equity
|
413,225
|
|
|
362,155
|
|
||
Total liabilities, temporary equity and stockholders’ equity
|
$
|
553,864
|
|
|
$
|
516,946
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Issued
Shares
|
|
Amount
|
|
Treasury Stock
Shares
|
|
Treasury
Stock Amount
|
|
Additional Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated Other Comprehensive
Loss
|
|
Total
|
||||||||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||||||||||||||||
Balance, January 1, 2011
|
36,057,791
|
|
|
$
|
3,602
|
|
|
(40,509
|
)
|
|
$
|
(76
|
)
|
|
$
|
153,221
|
|
|
$
|
67,642
|
|
|
$
|
6,879
|
|
|
$
|
231,268
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71,378
|
|
|
—
|
|
|
71,378
|
|
||||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,403
|
)
|
|
(11,403
|
)
|
||||||
Exercise of stock options
|
69,509
|
|
|
8
|
|
|
|
|
|
|
43
|
|
|
|
|
|
|
51
|
|
||||||||||
Deferred compensation and amortization related to options and restricted stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,205
|
|
|
—
|
|
|
—
|
|
|
2,205
|
|
||||||
Shares subscribed for business acquisition
|
3,650,914
|
|
|
365
|
|
|
—
|
|
|
—
|
|
|
87,111
|
|
|
—
|
|
|
—
|
|
|
87,476
|
|
||||||
Repurchase of common stock
|
(3,510,973
|
)
|
|
(351
|
)
|
|
—
|
|
|
—
|
|
|
(63,308
|
)
|
|
—
|
|
|
—
|
|
|
(63,659
|
)
|
||||||
Settlement on conversion of convertible debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,851
|
)
|
|
—
|
|
|
—
|
|
|
(1,851
|
)
|
||||||
APIC adjustment for stock options
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,111
|
|
|
—
|
|
|
—
|
|
|
2,111
|
|
|||||||
Vesting of restricted stock
|
151,144
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,461
|
)
|
|
—
|
|
|
(1,461
|
)
|
||||||
Balance, December 31, 2011
|
36,418,385
|
|
|
$
|
3,638
|
|
|
(40,509
|
)
|
|
$
|
(76
|
)
|
|
$
|
179,518
|
|
|
$
|
137,559
|
|
|
$
|
(4,524
|
)
|
|
$
|
316,115
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70,569
|
|
|
—
|
|
|
70,569
|
|
||||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,394
|
)
|
|
(2,394
|
)
|
||||||
Exercise of stock options
|
1,361,542
|
|
|
137
|
|
|
|
|
|
|
883
|
|
|
|
|
|
|
1,020
|
|
||||||||||
Repurchase of common stock
|
(983,818
|
)
|
|
(99
|
)
|
|
—
|
|
|
—
|
|
|
(18,275
|
)
|
|
—
|
|
|
—
|
|
|
(18,374
|
)
|
||||||
Deferred compensation and amortization related to options and restricted stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,083
|
|
|
—
|
|
|
—
|
|
|
2,083
|
|
||||||
Shares subscribed for business acquisition
|
296,560
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
APIC adjustment for stock options
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,162
|
|
|
—
|
|
|
—
|
|
|
1,162
|
|
||||||
Vesting of restricted stock
|
89,308
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Forfeiture of certain shares to satisfy exercise costs and the recipients income tax obligations related to stock options exercised and restricted stock vested
|
(50,200
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(987
|
)
|
|
—
|
|
|
—
|
|
|
(992
|
)
|
||||||
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,034
|
)
|
|
—
|
|
|
(7,034
|
)
|
|
Year Ended December 31, 2013
|
|
Year Ended December 31, 2012
|
|
Year Ended December 31, 2011
|
||||||
|
(in thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
59,274
|
|
|
$
|
70,569
|
|
|
$
|
71,378
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
10,107
|
|
|
9,155
|
|
|
7,514
|
|
|||
Provision for doubtful accounts
|
1,147
|
|
|
442
|
|
|
976
|
|
|||
Provision for deferred taxes
|
(10,368
|
)
|
|
(7,505
|
)
|
|
(5,927
|
)
|
|||
Unrealized foreign exchange (gain)/losses on forward contracts
|
—
|
|
|
—
|
|
|
2,346
|
|
|||
Unrealized foreign exchange (gain)/losses
|
(237
|
)
|
|
443
|
|
|
(5,795
|
)
|
|||
Unrealized gain on put option
|
(341
|
)
|
|
(191
|
)
|
|
(537
|
)
|
|||
Share-based compensation
|
1,941
|
|
|
2,083
|
|
|
2,205
|
|
|||
Debt discount amortization on convertible debt
|
42
|
|
|
39
|
|
|
21
|
|
|||
Reduction of acquisition earn-out contingent liability
|
(10,253
|
)
|
|
(699
|
)
|
|
(2,847
|
)
|
|||
Changes in current assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(3,347
|
)
|
|
(2,023
|
)
|
|
(2,903
|
)
|
|||
Other assets
|
80
|
|
|
(371
|
)
|
|
1,647
|
|
|||
Accounts payable and accrued expenses
|
1,135
|
|
|
730
|
|
|
1,525
|
|
|||
Accrued payroll and related benefits
|
(1,866
|
)
|
|
(594
|
)
|
|
(532
|
)
|
|||
Deferred rent
|
(87
|
)
|
|
(132
|
)
|
|
(261
|
)
|
|||
Reserve for potential uncertain income tax return positions
|
6,817
|
|
|
2,745
|
|
|
200
|
|
|||
Liability – securities litigation settlement
|
4,226
|
|
|
—
|
|
|
—
|
|
|||
Other liabilities
|
(225
|
)
|
|
(2,384
|
)
|
|
836
|
|
|||
Deferred revenue
|
(983
|
)
|
|
(12
|
)
|
|
796
|
|
|||
Net cash provided by operating activities
|
57,062
|
|
|
72,295
|
|
|
70,642
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Investment in BSI, net of cash acquired
|
—
|
|
|
(992
|
)
|
|
—
|
|
|||
Investment in Taimma, net of cash acquired
|
—
|
|
|
(5,003
|
)
|
|
—
|
|
|||
Investment in Fintechnix, net of cash acquired
|
—
|
|
|
(4,713
|
)
|
|
—
|
|
|||
Investment in PlanetSoft, net of cash acquired
|
—
|
|
|
(35,078
|
)
|
|
—
|
|
|||
Investment in TriSystems, net of cash acquired
|
—
|
|
|
(9,277
|
)
|
|
—
|
|
|||
Investment in Curepet, Inc.
|
—
|
|
|
(2,000
|
)
|
|
—
|
|
|||
Investment in ADAM, net of cash acquired
|
—
|
|
|
—
|
|
|
3,529
|
|
|||
Payment of acquisition earn-out contingency, MCN
|
—
|
|
|
(1,537
|
)
|
|
(381
|
)
|
|||
Investment in Qatarlyst, net of cash acquired
|
(4,740
|
)
|
|
—
|
|
|
—
|
|
|||
Payment of acquisition earn-out contingency, USIX
|
(727
|
)
|
|
(1,466
|
)
|
|
—
|
|
|||
Payment of acquisition earn-out contingency, Taimma
|
(2,250
|
)
|
|
—
|
|
|
—
|
|
|||
Investment in Health Connect Systems, net of cash acquired
|
—
|
|
|
—
|
|
|
(17,945
|
)
|
|||
Payment of acquisition earn-out contingency, Health Connect Systems
|
—
|
|
|
(2,000
|
)
|
|
—
|
|
|||
Payment of acquisition earn-out contingency, Confirmnet
|
—
|
|
|
—
|
|
|
(184
|
)
|
|||
Purchases of marketable securities
|
—
|
|
|
(785
|
)
|
|
(3,098
|
)
|
|||
Maturities of marketable securities
|
107
|
|
|
1,466
|
|
|
7,600
|
|
Investment in Facts
|
—
|
|
|
(25
|
)
|
|
(12
|
)
|
|||
Capital expenditures
|
(1,230
|
)
|
|
(1,965
|
)
|
|
(2,829
|
)
|
|||
Net cash used in investing activities
|
(8,840
|
)
|
|
(63,375
|
)
|
|
(13,320
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from / (Repayment) to line of credit, net
|
(15,000
|
)
|
|
6,090
|
|
|
6,750
|
|
|||
Proceeds from term loan
|
—
|
|
|
45,000
|
|
|
16,250
|
|
|||
Proceeds from the issuance of note payable
|
—
|
|
|
161
|
|
|
—
|
|
|||
Principal payments on term loan obligation
|
(8,938
|
)
|
|
(19,125
|
)
|
|
(6,407
|
)
|
|||
Repurchase of common stock
|
(2,492
|
)
|
|
(18,374
|
)
|
|
(63,659
|
)
|
|||
Settlement on conversion of convertible debt
|
—
|
|
|
—
|
|
|
(6,761
|
)
|
|||
Payments of long term debt
|
(665
|
)
|
|
(600
|
)
|
|
—
|
|
|||
Payments for capital lease obligations
|
(277
|
)
|
|
(284
|
)
|
|
(300
|
)
|
|||
Excess tax benefit from share-based compensation
|
3,237
|
|
|
1,044
|
|
|
644
|
|
|||
Proceeds from exercise of common stock options
|
2,161
|
|
|
1,020
|
|
|
51
|
|
|||
Forfeiture of certain shares to satisfy exercise costs and the recipients income tax obligations related to stock options exercised and restricted stock vested
|
(1,681
|
)
|
|
(992
|
)
|
|
—
|
|
|||
Dividends paid
|
(2,794
|
)
|
|
(7,034
|
)
|
|
(1,461
|
)
|
|||
Net cash provided (used) by financing activities
|
(26,449
|
)
|
|
6,906
|
|
|
(54,893
|
)
|
|||
Effect of foreign exchange rates on cash and cash equivalents
|
$
|
(1,548
|
)
|
|
$
|
(3,073
|
)
|
|
$
|
(2,130
|
)
|
Net change in cash and cash equivalents
|
20,225
|
|
|
12,753
|
|
|
299
|
|
|||
Cash and cash equivalents at the beginning of the year
|
$
|
36,449
|
|
|
$
|
23,696
|
|
|
$
|
23,397
|
|
Cash and cash equivalents at the end of the year
|
$
|
56,674
|
|
|
$
|
36,449
|
|
|
$
|
23,696
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Interest paid
|
1,169
|
|
|
1,350
|
|
|
710
|
|
|||
Income taxes paid
|
13,779
|
|
|
8,590
|
|
|
3,796
|
|
|
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
|
|
•
|
Level 1
— Quoted prices available in active markets for identical investments as of the reporting date;
|
•
|
Level 2
— Inputs other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date; and,
|
•
|
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.
|
•
|
Common share-based put option for which the fair value was measured as Level 2 instrument.
|
•
|
Short-term investments for which the fair values are measured as a Level 1 instrument.
|
•
|
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.
|
|
|
|
|
|
|
|
(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
|
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
|
|
|
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
|
|
|
Life
|
|
Category
|
(yrs)
|
|
Customer relationships
|
7-20
|
|
Developed technology
|
3-12
|
|
Trademarks
|
3-15
|
|
Non-compete agreements
|
5
|
|
Database
|
10
|
|
|
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
|
|
|
|
For the year ended
December 31,
|
||||||||||
|
|
(In thousands, except per share amounts)
|
||||||||||
Earnings per share:
|
|
2013
|
|
2012
|
|
2011
|
||||||
Basic earnings per common share
|
|
$
|
1.58
|
|
|
$
|
1.91
|
|
|
$
|
1.89
|
|
Diluted earnings per common share
|
|
$
|
1.53
|
|
|
$
|
1.80
|
|
|
$
|
1.75
|
|
Basic weighted average shares outstanding
|
|
37,588
|
|
|
36,948
|
|
|
37,742
|
|
|||
Diluted weighted average shares outstanding
|
|
38,642
|
|
|
39,100
|
|
|
40,889
|
|
|
|
For the year ended
December 31,
|
|||||||
|
|
(in thousands)
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|||
Basic weighted average shares outstanding
|
|
37,588
|
|
|
36,948
|
|
|
37,742
|
|
Incremental shares for common stock equivalents
|
|
1,054
|
|
|
2,152
|
|
|
3,147
|
|
Diluted shares outstanding
|
|
38,642
|
|
|
39,100
|
|
|
40,889
|
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2013
|
|
2012
|
||||
Fair value of total consideration transferred
|
|
|
|
|
||||
Cash
|
|
$
|
5,025
|
|
|
$
|
56,112
|
|
Equity instruments
|
|
—
|
|
|
5,000
|
|
||
Contingent earn-out consideration arrangement
|
|
9,425
|
|
|
16,450
|
|
||
Secured promissory note issued
|
|
—
|
|
|
3,000
|
|
||
Total
|
|
$
|
14,450
|
|
|
$
|
80,562
|
|
|
|
|
|
|
||||
Fair value of assets acquired and liabilities assumed
|
|
|
|
|
||||
Cash
|
|
$
|
285
|
|
|
$
|
1,049
|
|
Other current assets
|
|
485
|
|
|
5,213
|
|
||
Property, plant, and equipment
|
|
144
|
|
|
1,328
|
|
||
Other long term assets
|
|
507
|
|
|
331
|
|
||
Intangible assets
|
|
5,396
|
|
|
20,246
|
|
||
Deferred tax liability
|
|
(947
|
)
|
|
(6,018
|
)
|
||
Current and other liabilities
|
|
(2,556
|
)
|
|
(7,586
|
)
|
||
Put option liability
|
|
—
|
|
|
(1,377
|
)
|
||
Net assets acquired, excludes goodwill
|
|
3,314
|
|
|
13,186
|
|
||
|
|
|
|
|
||||
Goodwill
|
|
11,136
|
|
|
67,376
|
|
||
|
|
|
|
|
||||
Total net assets acquired
|
|
$
|
14,450
|
|
|
$
|
80,562
|
|
|
|
December 31,
|
||||||||||
|
|
2013
|
|
2012
|
||||||||
|
|
|
|
Weighted
Average
|
|
|
|
Weighted
Average
|
||||
Intangible asset category
|
|
Fair Value
|
|
Useful Life
|
|
Fair Value
|
|
Useful Life
|
||||
|
|
(in thousands)
|
|
(in years)
|
|
(in thousands)
|
|
(in years)
|
||||
Customer relationships
|
|
$
|
4,761
|
|
|
11.0
|
|
$
|
17,365
|
|
|
10.9
|
Developed technology
|
|
635
|
|
|
5.0
|
|
2,327
|
|
|
4.5
|
||
Non-compete agreements
|
|
—
|
|
|
0.0
|
|
118
|
|
|
5.0
|
||
Trademarks
|
|
—
|
|
|
0.0
|
|
436
|
|
|
10.0
|
||
Total acquired intangible assets
|
|
$
|
5,396
|
|
|
10.3
|
|
$
|
20,246
|
|
|
10.1
|
|
|
As Reported
2013
|
|
Pro Forma
2013
|
|
As Reported
2012
|
|
Pro Forma
2012
|
||||||||
|
|
|
|
(unaudited)
|
|
|
|
(unaudited)
|
||||||||
|
|
(In thousands, except per share amounts)
|
||||||||||||||
Revenue
|
|
$
|
204,710
|
|
|
$
|
205,619
|
|
|
$
|
199,370
|
|
|
$
|
215,004
|
|
Net Income
|
|
$
|
59,274
|
|
|
$
|
57,966
|
|
|
$
|
70,569
|
|
|
$
|
57,008
|
|
Basic EPS*
|
|
$
|
1.58
|
|
|
$
|
1.54
|
|
|
$
|
1.91
|
|
|
$
|
1.54
|
|
Diluted EPS*
|
|
$
|
1.53
|
|
|
$
|
1.50
|
|
|
$
|
1.80
|
|
|
$
|
1.45
|
|
•
|
2013 and 2012 pro forma revenue contains actual revenue of the acquired entities before acquisition date, as reported by the sellers, as well as actual revenue of the acquired entities after acquisition. Growth in revenues of the acquired entities after acquisition date are only reflected for the period after their acquisition.
|
•
|
Revenue billed to existing clients from the cross selling of acquired products has been assigned to the acquired section of our business.
|
•
|
Any existing products sold to new customers acquired through the acquisition customer base, has also been assigned to the acquired section of our business.
|
•
|
2012 pro forma revenues include revenues from some product lines whose sale was discontinued after the acquisition date and revenues from some customers whose contracts were discontinued. This is typically done for efficiency and/or competitive reasons.
|
•
|
The impact from fluctuations of the exchange rates for the foreign currencies in the countries in which we conduct operations also partially affected reported revenues. During each of the years
2013
,
2012
, and
2011
the change in foreign currency exchange rates increased/(decreased) reported consolidated operating revenues by
$(3.8) million
,
$(1.2) million
, and
$4.2 million
, respectfully.
|
Year
|
|
Debt
|
|
Capital Leases
|
|
Operating Leases
|
||||||
|
|
(in thousands)
|
||||||||||
2014
|
|
$
|
13,711
|
|
|
$
|
195
|
|
|
$
|
5,088
|
|
2015
|
|
11,643
|
|
|
44
|
|
|
3,287
|
|
|||
2016
|
|
31,315
|
|
|
—
|
|
|
2,034
|
|
|||
2017
|
|
—
|
|
|
—
|
|
|
1,965
|
|
|||
2018
|
|
—
|
|
|
—
|
|
|
1,582
|
|
|||
Thereafter
|
|
—
|
|
|
—
|
|
|
550
|
|
|||
Total
|
|
$
|
56,669
|
|
|
$
|
239
|
|
|
$
|
14,506
|
|
Less: sublease income
|
|
|
|
|
|
(5
|
)
|
|||||
Net lease payments
|
|
|
|
|
|
$
|
14,501
|
|
||||
Less: amount representing interest
|
|
|
|
(7
|
)
|
|
|
|||||
Present value of obligations under capital leases
|
|
|
|
$
|
232
|
|
|
|
||||
Less: current portion
|
|
(13,711
|
)
|
|
(188
|
)
|
|
|
||||
Long-term obligations
|
|
$
|
42,958
|
|
|
$
|
44
|
|
|
|
|
Year Ended December 31, 2013
|
|
Year Ended December 31, 2012
|
|
Year Ended December 31, 2011
|
||||||
Weighted average fair values of stock options granted
|
$
|
5.70
|
|
|
$
|
5.47
|
|
|
$
|
8.32
|
|
Expected volatility
|
59.9
|
%
|
|
47.9
|
%
|
|
59.0
|
%
|
|||
Expected dividends
|
2.01
|
%
|
|
1.18
|
%
|
|
.74
|
%
|
|||
Weighted average risk-free interest rate
|
.65
|
%
|
|
.33
|
%
|
|
.33
|
%
|
|||
Expected life of stock options (in years)
|
3.5
|
|
|
3.5
|
|
|
3.5
|
|
|
Shares
|
|
Weighted
Average
Exercise Price
|
|
Weighted
Average
Remaining
Contractual
Term (Years)
|
|
Aggregate Intrinsic
Value
|
|||||
|
|
|
|
|
|
|
(in thousands)
|
|||||
Outstanding at January 1, 2011
|
3,340,476
|
|
|
$
|
2.22
|
|
|
2.51
|
|
$
|
71,638
|
|
Granted
|
45,000
|
|
|
$
|
20.58
|
|
|
|
|
|
||
Exercised
|
(69,509
|
)
|
|
$
|
0.73
|
|
|
|
|
|
||
Canceled
|
(792
|
)
|
|
$
|
0.72
|
|
|
|
|
|
||
Outstanding at December 31, 2011
|
3,315,175
|
|
|
$
|
2.51
|
|
|
1.56
|
|
$
|
64,959
|
|
Granted
|
45,000
|
|
|
$
|
16.94
|
|
|
|
|
|
||
Exercised
|
(1,361,542
|
)
|
|
$
|
0.75
|
|
|
|
|
|
||
Canceled
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Outstanding at December 31, 2012
|
1,998,633
|
|
|
$
|
4.03
|
|
|
1.17
|
|
$
|
24,171
|
|
Granted
|
45,000
|
|
|
$
|
14.89
|
|
|
|
|
|
||
Exercised
|
(1,251,633
|
)
|
|
$
|
1.73
|
|
|
|
|
|
||
Canceled
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Outstanding at December 31, 2013
|
792,000
|
|
|
$
|
8.28
|
|
|
1.00
|
|
$
|
5,093
|
|
Exercisable at December 31, 2013
|
679,500
|
|
|
$
|
6.78
|
|
|
0.65
|
|
$
|
5,387
|
|
|
Non-Vested Number of Shares
|
|
Weighted
Average
Exercise Price
|
|||
|
|
|
|
|||
Non-vested balance at January 1, 2011
|
247,690
|
|
|
$
|
14.07
|
|
Granted
|
45,000
|
|
|
$
|
20.58
|
|
Vested
|
(112,685
|
)
|
|
$
|
11.71
|
|
Canceled
|
—
|
|
|
$
|
—
|
|
Non-vested balance at December 31, 2011
|
180,005
|
|
|
$
|
17.17
|
|
Granted
|
45,000
|
|
|
$
|
16.94
|
|
Vested
|
(90,005
|
)
|
|
$
|
14.60
|
|
Canceled
|
—
|
|
|
$
|
—
|
|
Non-vested balance at December 31, 2012
|
135,000
|
|
|
$
|
18.80
|
|
Granted
|
45,000
|
|
|
$
|
14.89
|
|
Vested
|
(67,500
|
)
|
|
$
|
18.66
|
|
Canceled
|
—
|
|
|
$
|
—
|
|
Non-vested balance at December 31, 2013
|
112,500
|
|
|
$
|
17.32
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of Exercise Prices
|
|
Number Outstanding
|
|
Weighted-Average Remaining Contractual Life (Years)
|
|
Weighted-Average Exercise Price
|
|
Number of Shares
|
|
Weighted-Average Exercise Price
|
||||||
$1.75-$2.36
|
|
477,000
|
|
|
0.37
|
|
$
|
1.78
|
|
|
477,000
|
|
|
$
|
1.78
|
|
$14.89-$17.58
|
|
225,000
|
|
|
1.95
|
|
$
|
16.91
|
|
|
146,250
|
|
|
$
|
17.53
|
|
$20.58-$21.70
|
|
90,000
|
|
|
1.93
|
|
$
|
21.14
|
|
|
56,250
|
|
|
$
|
21.25
|
|
|
|
792,000
|
|
|
1.00
|
|
$
|
8.28
|
|
|
679,500
|
|
|
$
|
6.78
|
|
|
Shares
|
|
Weighted-Average Grant Date
Fair Value
|
|||
Non vested at January 1, 2011
|
210,285
|
|
|
$
|
9.98
|
|
Granted
|
103,469
|
|
|
$
|
23.33
|
|
Vested
|
(150,267
|
)
|
|
$
|
9.51
|
|
Forfeited
|
(18,406
|
)
|
|
$
|
8.79
|
|
Non vested at December 31, 2011
|
145,081
|
|
|
$
|
20.13
|
|
Granted
|
73,061
|
|
|
$
|
23.26
|
|
Vested
|
(90,379
|
)
|
|
$
|
18.89
|
|
Forfeited
|
(6,607
|
)
|
|
$
|
24.10
|
|
Non vested at December 31, 2012
|
121,156
|
|
|
$
|
22.74
|
|
Granted
|
32,842
|
|
|
$
|
15.91
|
|
Vested
|
(76,576
|
)
|
|
$
|
22.56
|
|
Forfeited
|
(2,157
|
)
|
|
$
|
23.42
|
|
Non vested at December 31, 2013
|
75,265
|
|
|
$
|
12.97
|
|
|
Year Ended December 31, 2013
|
|
Year Ended December 31, 2012
|
|
Year Ended December 31, 2011
|
||||||
|
(In thousands)
|
||||||||||
Domestic
|
$
|
5,497
|
|
|
$
|
6,604
|
|
|
$
|
12,043
|
|
Foreign
|
64,655
|
|
|
71,425
|
|
|
61,452
|
|
|||
Total
|
$
|
70,152
|
|
|
$
|
78,029
|
|
|
$
|
73,495
|
|
|
Year Ended December 31, 2013
|
|
Year Ended December 31, 2012
|
|
Year Ended December 31, 2011
|
||||||
|
(In thousands)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
266
|
|
|
$
|
342
|
|
|
$
|
1,237
|
|
State
|
167
|
|
|
320
|
|
|
822
|
|
|||
Foreign
|
5,371
|
|
|
4,497
|
|
|
2,990
|
|
|||
|
$
|
5,804
|
|
|
$
|
5,159
|
|
|
$
|
5,049
|
|
Deferred:
|
|
|
|
|
|
||||||
Federal
|
6,185
|
|
|
3,827
|
|
|
3,699
|
|
|||
State
|
(351
|
)
|
|
31
|
|
|
44
|
|
|||
Foreign
|
(760
|
)
|
|
(1,557
|
)
|
|
(1,755
|
)
|
|||
|
5,074
|
|
|
2,301
|
|
|
1,988
|
|
|||
|
|
|
|
|
|
||||||
Provision for income taxes from ongoing operations at effective tax rate
|
$
|
10,878
|
|
|
$
|
7,460
|
|
|
$
|
7,037
|
|
Discrete Items:
|
|
|
|
|
|
||||||
Release of valuation allowance
|
—
|
|
|
—
|
|
|
(6,625
|
)
|
|||
Windfall expense related to stock compensation
|
—
|
|
|
—
|
|
|
1,938
|
|
|||
Enhanced R&D deduction - foreign operations
|
—
|
|
|
—
|
|
|
(233
|
)
|
|||
Provision for income taxes from discrete items
|
—
|
|
|
—
|
|
|
(4,920
|
)
|
|||
|
|
|
|
|
|
||||||
Total provision for income taxes
|
$
|
10,878
|
|
|
$
|
7,460
|
|
|
$
|
2,117
|
|
|
Year Ended December 31, 2013
|
|
Year Ended December 31, 2012
|
|
Year Ended December 31, 2011
|
|||
Statutory tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Tax impact of foreign subsidiaries (primarily in Singapore)
|
(6.9
|
)%
|
|
(8.1
|
)%
|
|
(5.6
|
)%
|
State income taxes, net of federal benefit
|
(0.3
|
)%
|
|
0.4
|
%
|
|
0.8
|
%
|
Uncertain tax matters
|
9.7
|
%
|
|
3.5
|
%
|
|
0.2
|
%
|
Tax holiday - India (Permanent Difference)
|
(15.2
|
)%
|
|
(15.6
|
)%
|
|
(15.1
|
)%
|
Passive income exemption - Sweden (Permanent Difference)
|
(3.5
|
)%
|
|
(3.1
|
)%
|
|
(3.0
|
)%
|
Acquisition contingent earnout liability adjustments
|
(5.0
|
)%
|
|
(0.4
|
)%
|
|
(1.0
|
)%
|
Other
|
1.7
|
%
|
|
(2.1
|
)%
|
|
(1.8
|
)%
|
Effective tax rate from ongoing operations
|
15.5
|
%
|
|
9.6
|
%
|
|
9.5
|
%
|
Discrete Items:
|
|
|
|
|
|
|
|
|
Release of valuation allowance
|
—
|
%
|
|
—
|
%
|
|
(9.0
|
)%
|
Windfall expense related to stock compensation
|
—
|
%
|
|
—
|
%
|
|
2.6
|
%
|
Enhanced R&D deduction - foreign operations
|
—
|
%
|
|
—
|
%
|
|
(0.2
|
)%
|
Effective tax rate after discrete items
|
15.5
|
%
|
|
9.6
|
%
|
|
2.9
|
%
|
|
2013
|
|
2012
|
||||
|
(In thousands)
|
||||||
Current deferred income tax assets
|
$
|
961
|
|
|
$
|
2,074
|
|
Long-term deferred income tax assets
|
44,924
|
|
|
35,140
|
|
||
Total deferred income tax assets
|
45,885
|
|
|
37,214
|
|
||
Current deferred income tax liabilities
|
(705
|
)
|
|
(239
|
)
|
||
Long-term deferred income tax liabilities
|
(24,308
|
)
|
|
(23,895
|
)
|
||
Net deferred income tax asset
|
$
|
20,872
|
|
|
$
|
13,080
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||
|
Deferred
|
|
Deferred
|
||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
|
(In thousands)
|
||||||||||||||
Depreciation and amortization
|
$
|
580
|
|
|
$
|
—
|
|
|
$
|
102
|
|
|
$
|
—
|
|
Share-based compensation
|
781
|
|
|
—
|
|
|
721
|
|
|
—
|
|
||||
Accruals and prepaids
|
3,415
|
|
|
788
|
|
|
1,627
|
|
|
239
|
|
||||
Bad debts
|
394
|
|
|
—
|
|
|
446
|
|
|
—
|
|
||||
Acquired intangible assets
|
—
|
|
|
24,225
|
|
|
—
|
|
|
23,895
|
|
||||
Net operating loss carryforwards
|
19,698
|
|
|
—
|
|
|
20,573
|
|
|
—
|
|
||||
Tax credit carryforwards
|
21,017
|
|
|
—
|
|
|
13,745
|
|
|
—
|
|
||||
|
45,885
|
|
|
25,013
|
|
|
37,214
|
|
|
24,134
|
|
||||
Valuation allowance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total deferred taxes
|
$
|
45,885
|
|
|
$
|
25,013
|
|
|
$
|
37,214
|
|
|
$
|
24,134
|
|
(dollar amounts in thousands)
|
United States
|
|
Canada
|
|
Latin America
|
|
Australia
|
|
Singapore
|
|
New Zealand
|
|
India
|
|
Europe(United Kingdom)
|
|
Sweden
|
|
Total
|
||||||||||||||||||||
Pre-tax income
|
$
|
5,497
|
|
|
$
|
1,344
|
|
|
$
|
966
|
|
|
$
|
4,579
|
|
|
$
|
17,523
|
|
|
$
|
485
|
|
|
$
|
31,387
|
|
|
$
|
1,360
|
|
|
$
|
7,011
|
|
|
$
|
70,152
|
|
Statutory tax rate
|
35.0
|
%
|
|
30.5
|
%
|
|
34.0
|
%
|
|
30.0
|
%
|
|
10.0
|
%
|
|
28.0
|
%
|
|
—
|
%
|
|
24.0
|
%
|
|
—
|
%
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||
|
(in thousands)
|
||||||||||
Beginning Balance
|
$
|
5,925
|
|
|
$
|
3,180
|
|
|
$
|
2,980
|
|
Additions for tax positions related to current year
|
6,546
|
|
|
2,482
|
|
|
1,949
|
|
|||
Additions for tax positions of prior years
|
271
|
|
|
263
|
|
|
307
|
|
|||
Reductions for tax position of prior years
|
—
|
|
|
—
|
|
|
(2,056
|
)
|
|||
Ending Balance
|
$
|
12,742
|
|
|
$
|
5,925
|
|
|
$
|
3,180
|
|
|
2013
|
|
2012
|
||||
|
(In thousands)
|
||||||
Trade accounts payable
|
$
|
4,515
|
|
|
$
|
5,607
|
|
Accrued professional fees
|
1,046
|
|
|
295
|
|
||
Income taxes payable
|
8,173
|
|
|
6,913
|
|
||
Sales taxes payable
|
4,038
|
|
|
2,651
|
|
||
Other accrued liabilities
|
46
|
|
|
31
|
|
||
Total
|
$
|
17,818
|
|
|
$
|
15,497
|
|
|
2013
|
|
2012
|
||||
|
(In thousands)
|
||||||
Prepaid expenses
|
$
|
3,824
|
|
|
$
|
3,189
|
|
Sales taxes receivable from customers
|
220
|
|
|
598
|
|
||
Due from prior owners of acquired businesses for working capital settlements
|
720
|
|
|
955
|
|
||
Research and development tax credits receivable
|
720
|
|
|
266
|
|
||
Other
|
64
|
|
|
108
|
|
||
Total
|
$
|
5,548
|
|
|
$
|
5,116
|
|
|
2013
|
|
2012
|
||||
|
(In thousands)
|
||||||
Computer equipment
|
$
|
12,417
|
|
|
$
|
11,729
|
|
Buildings
|
3,119
|
|
|
3,103
|
|
||
Land
|
59
|
|
|
66
|
|
||
Leasehold improvements
|
2,648
|
|
|
2,632
|
|
||
Furniture, fixtures and other
|
5,035
|
|
|
4,888
|
|
||
|
23,278
|
|
|
22,418
|
|
||
Less accumulated depreciation and amortization
|
(14,750
|
)
|
|
(12,336
|
)
|
||
|
$
|
8,528
|
|
|
$
|
10,082
|
|
|
2013
|
|
2012
|
||||
|
(In thousands)
|
||||||
Reserve for potential uncertain income tax return positions
|
$
|
12,742
|
|
|
$
|
5,925
|
|
Unfavorable lease liability, long term portion
|
394
|
|
|
499
|
|
||
Other
|
5
|
|
|
5
|
|
||
Total
|
$
|
13,141
|
|
|
$
|
6,429
|
|
|
|
United States
|
|
Canada
|
|
Latin America
|
|
Australia
|
|
Singapore
|
|
New Zealand
|
|
India
|
|
Europe
|
|
Total
|
||||||||||||||||||
External Revenues
|
|
$
|
139,519
|
|
|
$
|
7,431
|
|
|
$
|
5,508
|
|
|
$
|
38,260
|
|
|
$
|
3,114
|
|
|
$
|
2,311
|
|
|
$
|
650
|
|
|
$
|
7,917
|
|
|
$
|
204,710
|
|
Long-lived assets
|
|
$
|
309,732
|
|
|
$
|
8,784
|
|
|
$
|
10,886
|
|
|
$
|
803
|
|
|
$
|
68,987
|
|
|
$
|
97
|
|
|
$
|
23,784
|
|
|
$
|
28,442
|
|
|
$
|
451,515
|
|
|
|
United States
|
|
Canada
|
|
Latin America
|
|
Australia
|
|
Singapore
|
|
New Zealand
|
|
India
|
|
Europe
|
|
Total
|
||||||||||||||||||
External Revenues
|
|
$
|
140,933
|
|
|
$
|
6,395
|
|
|
$
|
8,227
|
|
|
$
|
36,330
|
|
|
$
|
2,827
|
|
|
$
|
2,205
|
|
|
$
|
233
|
|
|
$
|
2,220
|
|
|
$
|
199,370
|
|
Long-lived assets
|
|
$
|
317,338
|
|
|
$
|
9,738
|
|
|
$
|
12,726
|
|
|
$
|
1,267
|
|
|
$
|
70,173
|
|
|
$
|
240
|
|
|
$
|
11,784
|
|
|
$
|
12,011
|
|
|
$
|
435,277
|
|
|
|
United States
|
|
Canada
|
|
Latin America
|
|
Australia
|
|
Singapore
|
|
New Zealand
|
|
India
|
|
Europe
|
|
Total
|
||||||||||||||||||
External Revenues
|
|
$
|
120,780
|
|
|
$
|
836
|
|
|
$
|
10,504
|
|
|
$
|
31,991
|
|
|
$
|
2,943
|
|
|
$
|
1,915
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
168,969
|
|
Long-lived assets
|
|
$
|
259,425
|
|
|
$
|
—
|
|
|
$
|
14,179
|
|
|
$
|
1,286
|
|
|
$
|
63,866
|
|
|
$
|
233
|
|
|
$
|
8,376
|
|
|
$
|
—
|
|
|
$
|
347,365
|
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
|
(in thousands, except share data)
|
||||||||||||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
|
$
|
52,566
|
|
|
$
|
51,004
|
|
|
$
|
50,293
|
|
|
$
|
50,847
|
|
Gross Profit
|
|
42,675
|
|
|
40,646
|
|
|
40,157
|
|
|
40,761
|
|
||||
Operating income
|
|
19,305
|
|
|
19,294
|
|
|
18,601
|
|
|
17,806
|
|
||||
Net income
|
|
17,344
|
|
|
13,542
|
|
|
13,143
|
|
|
15,245
|
|
||||
Net income per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.47
|
|
|
$
|
0.36
|
|
|
$
|
0.35
|
|
|
$
|
0.40
|
|
Diluted
|
|
$
|
0.45
|
|
|
$
|
0.35
|
|
|
$
|
0.34
|
|
|
$
|
0.40
|
|
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
|
$
|
43,827
|
|
|
$
|
47,716
|
|
|
$
|
53,804
|
|
|
$
|
54,023
|
|
Gross Profit
|
|
34,798
|
|
|
38,559
|
|
|
44,304
|
|
|
43,576
|
|
||||
Operating income
|
|
18,329
|
|
|
17,711
|
|
|
20,708
|
|
|
20,260
|
|
||||
Net income
|
|
15,685
|
|
|
18,067
|
|
|
18,072
|
|
|
18,745
|
|
||||
Net income per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.43
|
|
|
$
|
0.49
|
|
|
$
|
0.49
|
|
|
$
|
0.50
|
|
Diluted
|
|
$
|
0.40
|
|
|
$
|
0.47
|
|
|
$
|
0.46
|
|
|
$
|
0.48
|
|
Year Ended December 31, 2011
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
|
$
|
40,050
|
|
|
$
|
42,267
|
|
|
$
|
42,602
|
|
|
$
|
44,050
|
|
Gross Profit
|
|
32,743
|
|
|
33,353
|
|
|
33,895
|
|
|
35,389
|
|
||||
Operating income
|
|
15,634
|
|
|
18,605
|
|
|
17,954
|
|
|
16,556
|
|
||||
Net income
|
|
15,164
|
|
|
22,348
|
|
|
16,536
|
|
|
17,330
|
|
||||
Net income per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.40
|
|
|
$
|
0.57
|
|
|
$
|
0.44
|
|
|
$
|
0.48
|
|
Diluted
|
|
$
|
0.37
|
|
|
$
|
0.53
|
|
|
$
|
0.41
|
|
|
$
|
0.44
|
|
(1)
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of assets;
|
(2)
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and,
|
(3)
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
|
Name
|
|
Audit
|
|
Compensation
|
|
Corporate Governance and Nominating
|
Mr. Bhalla
|
|
C
|
|
|
|
|
Mr. Benz
|
|
•
|
|
•
|
|
|
Mr. Eckert
|
|
|
|
|
|
C
|
Mr. Herter
|
|
|
|
|
|
•
|
Mr. Keller
|
|
•
|
|
C
|
|
|
Mr. Raina*
|
|
|
|
|
|
|
2013 Meetings
|
|
7
|
|
7
|
|
1
|
•
|
Simplicity
. The committee believes that a compensation package with three major elements of compensation is the simplest approach, consistent with the Company's goals. The Company generally does not utilize special personal perquisites such as private jets, payment of country club dues, Company-furnished motor vehicles, permanent lodging, or defrayment of the cost of personal entertainment.
|
•
|
Internal Equity
. Internal equity has generally been evaluated based on an assessment of the relative contributions of the members of the management team. In 2013, the committee did not undertake any formal audit or similar analysis of compensation equity with respect to either the CEO relative to the other members of the management team or with respect to the management team relative to the Company's employees generally. However, the committee believes that the relative difference between CEO compensation and the compensation of the Company's other executives is consistent with such differences found in the Company's insurance services peer group and the market for executive level personnel for public companies of similar size.
|
•
|
External Competitiveness
. The Compensation Committee believes it is important to management retention and morale that compensation be competitive with our competitors. In setting annual compensation, the committee generally reviews market data and compares total annual compensation opportunities for our executive officers with compensation opportunities for similar positions at comparable companies. Based on this review, the Compensation Committee approves compensation levels and opportunities for our CEO and our other executive officers that the committee believes are competitive with the marketplace and provide appropriate retention and incentive value.
|
•
|
Base Salaries
. The Company's base salaries are intended to be consistent with the committee's understanding of competitive practices, levels of executive responsibility, qualifications necessary for the particular executive position, and the expertise and experience of the executive officer. Salary adjustments reflect the committee's belief as to competitive trends, the performance of the individual and, to some extent, the overall financial condition of the Company.
|
•
|
Short-Term Incentives
. Executive officers have the opportunity to earn short-term incentives in the form of discretionary annual cash bonuses. These annual bonus opportunities are not guaranteed or formulaic, but rather are approved by the committee following the end of the fiscal year based on the committee’s qualitative, subjective assessment of the Company’s overall performance and the executive’s individual performance and contributions to the Company’s success.
|
•
|
Long-Term Incentives
.
While salary and short-term incentives are primarily designed to compensate current and past performance, the primary goal of the long-term incentives, such as stock options and restricted stock awards, is to link executive officer compensation with the long-term interests of the stockholders.
|
•
|
Section 162(m).
Section 162(m) of the Internal Revenue Code of 1986, as amended (the “
Code
”) generally limits to $1 million the amount that a publicly-held corporation is allowed each year to deduct for the compensation paid to each of the corporation's chief executive officer and the corporation's three most highly compensated executive officers, other than the chief executive officer and chief financial officer. However, compensation that qualifies as “performance-based” under Section 162(m) is not subject to the $1 million deduction limit.
|
•
|
Section 280G.
Code Section 280G generally denies a deduction for a significant portion of certain compensatory payments made to corporate officers, certain shareholders and certain highly-compensated employees if the payments are contingent on a change of control of the employer and the aggregate amounts of the payments to the relevant individual exceed a specified relationship to that individual's average compensation from the employer over the preceding five years. In addition, Code Section 4999 imposes on that individual a 20% excise tax on the same portion of the payments received for which the employer is denied a deduction under Section 280G. In determining whether to approve an obligation to make payments for which Section 280G would deny the Company a deduction or whether to approve an obligation to indemnify (or “gross-up”) an executive against the effects of the Section 4999 excise tax, the committee has adopted an approach similar to that described above with respect to payments which may be subject to the deduction limitations of Section 162(m).
|
Name and Principal Position
|
|
Year
|
|
Salary ($)
|
|
Bonus ($)
|
|
Stock Awards ($) (2)
|
|
Option Awards ($)
|
|
Non-Equity Incentive Plan Compensation ($)
|
|
All Other Compensation ($)
|
|
Total
|
|||||
Robin Raina, President,
|
|
2013
|
|
$1,300,000
|
|
$2,000,000
|
(1
|
)
|
$—
|
|
$—
|
|
$—
|
|
$9,675
|
(3
|
)
|
$
|
3,309,675
|
|
|
Chief Executive Officer
|
|
2012
|
|
$976,923
|
|
$1,300,000
|
|
$300,000
|
|
$—
|
|
$—
|
|
$66,675
|
|
$
|
2,643,598
|
|
|||
and Chairman of the Board
|
|
2011
|
|
$800,000
|
|
$1,600,000
|
|
$1,010,479
|
|
$—
|
|
$—
|
|
$19,675
|
|
$
|
3,430,154
|
|
|||
Robert Kerris, Senior Vice
|
|
2013
|
|
$175,000
|
|
$65,000
|
|
$—
|
|
$—
|
|
$—
|
|
$2,625
|
(4
|
)
|
$
|
242,625
|
|
||
President—Chief Financial
|
|
2012
|
|
$169,230
|
|
$75,936
|
|
$—
|
|
$—
|
|
$—
|
|
$2,538
|
|
$
|
247,704
|
|
|||
Officer and Secretary
|
|
2011
|
|
$150,000
|
|
$75,000
|
|
$38,914
|
|
$—
|
|
$—
|
|
$2,250
|
|
$
|
266,164
|
|
|||
Graham Prior,
|
|
2013
|
|
$171,893
|
(5
|
)
|
$—
|
|
$—
|
|
$—
|
|
$—
|
|
$61,503
|
(6
|
)
|
$
|
233,396
|
|
|
Corporate Senior
|
|
2012
|
|
$176,837
|
|
$—
|
|
$—
|
|
$—
|
|
$—
|
|
$64,472
|
|
$
|
241,309
|
|
|||
Vice President
|
|
2011
|
|
$167,794
|
|
$38,485
|
|
$266,633
|
|
$—
|
|
$—
|
|
$63,500
|
|
$
|
536,412
|
|
|||
Leon d'Apice,
|
|
2013
|
|
$199,665
|
(7
|
)
|
$—
|
|
$—
|
|
$—
|
|
$—
|
|
$15,682
|
(8
|
)
|
$
|
215,347
|
|
|
Managing Director-
|
|
2012
|
|
$233,078
|
|
$51,795
|
|
$—
|
|
$—
|
|
$—
|
|
$18,180
|
|
$
|
303,053
|
|
|||
Ebix Australia Group
|
|
2011
|
|
$228,915
|
|
$—
|
|
$461,980
|
|
$—
|
|
$—
|
|
$17,855
|
|
$
|
708,750
|
|
|||
James Senge, Sr.,
|
|
2013
|
|
$200,000
|
|
$—
|
|
$—
|
|
$—
|
|
$—
|
|
$2,900
|
(9
|
)
|
$
|
202,900
|
|
||
Senior Vice President
|
|
2012
|
|
$200,000
|
|
$—
|
|
$150,000
|
|
$—
|
|
$—
|
|
$2,300
|
|
$
|
352,300
|
|
|||
EbixHealth
|
|
2011
|
|
$200,000
|
|
$—
|
|
$116,744
|
|
$—
|
|
$—
|
|
$2,300
|
|
$
|
319,044
|
|
Footnotes
|
||
|
|
|
(1)
|
|
Reflects an unpaid portion of Mr. Rania’s 2012 bonus in the amount of $800,000 that was paid in 2013, and a retention bonus in the amount of $1,200,000.
|
|
|
|
(2)
|
|
These amounts reflect the aggregate grant date fair value computed in accordance with accounting guidance related to stock compensation, based on the stock price on the date of grant.
|
|
|
|
(3)
|
|
Amount includes a Company matching contribution to a 401(k)/Retirement Plan of $3,675 and a $6,000 allowance for miscellaneous business and travel expenses.
|
|
|
|
(4)
|
|
Reflects a Company matching contribution to the 401(k)/Retirement Plan.
|
|
|
|
(5)
|
|
Mr. Prior was compensated in Singapore Dollars. For 2013, all sums were derived by using the exchange rate as of December 31, 2013 of 0.7885. For prior years, the conversion ratio was 0.811164 which represented the average annualized conversion ratio between one Singapore Dollar and one United States Dollar.
|
|
|
|
(6)
|
|
Amount includes a home leave travel allowance in the amount of $9,462 and an accommodation benefit in the amount of $52,041 to cover housing and other expenses associated with Mr. Prior’s temporary relocation to Singapore.
|
|
|
|
(7)
|
|
Mr. d'Apice was compensated in Australian Dollars. For 2013, all sums were derived by using the exchange rate as of December 31, 2013 of 0.8874. For prior years, all sums other than those represented Stock Awards were derived by using the conversion ratio of 1.0359 which represents the average annualized conversion ratio between one Australian Dollar and one United States Dollar.
|
|
|
|
(8)
|
|
Reflects a 401(k) superannuation in Australia which is accessible after age 65.
|
|
|
|
(9)
|
|
Reflects a Company matching contribution to the 401(k)/Retirement Plan.
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||||||||||||
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
|
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
|
|
Option
Exercise
Price
|
|
Option
Expiration
|
|
Number of
Shares or
Units of
Stock
That
Have
Not
Vested
|
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
|
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have
Not
Vested
|
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have
Not
Vested
|
|||||||||||||
Name
|
|
Exercisable
|
|
Un-exercisable
|
|
(#)
|
|
($)
|
|
Date
|
|
(#)
|
|
($)
|
|
(#)
|
|
($)
|
|||||||||||||
Robin Raina, President, Chief Executive Officer and Chairman of the Board
|
|
450,000
|
|
|
—
|
|
|
—
|
|
|
$
|
1.751
|
|
|
4/2/2014
|
|
|
11,643
|
|
(1
|
)
|
$
|
171,269
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Robert Kerris, Senior Vice President— Chief Financial Officer and Secretary
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Graham Prior, Corporate Senior Vice President
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Leon d'Apice, Managing Director, Ebix Australia Group
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
James Senge, Sr., Senior Vice President, EbixHealth
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
3,042
|
|
(2
|
)
|
$
|
44,748
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Robin Raina has been awarded restricted stock grants by the Compensation Committee: (i) a grant of 75,186 shares of Company common stock on February 3, 2006 of which 0 shares were unvested as of December 31, 2013; (ii) a grant of 76,509 shares of Company common stock on May 9, 2007 of which 0 shares were unvested as of December 31, 2013; (iii) a grant of 22,500 shares of Company common stock on November 11, 2007 of which 0 shares were unvested as of December 31, 2013; (iv) a grant of 48,222 shares of Company common stock on March 24, 2008 of which 0 were unvested as of December 31, 2013; (v) a grant of 44,040 shares of Company common stock on March 25, 2009 of which 0 were unvested as of December 31, 2013; (vi) a grant of 32,751 shares of Company common stock on April 1, 2010 of which 0 shares were unvested as of December 31, 2013; (vii) a grant of 26,106 shares of Company common stock on May 10, 2011 of which 4,351 were unvested as of December 31, 2013; and, (viii) a grant of 12,500 shares of Company common stock on August 23, 2012 of which 7,292 were unvested as of December 31, 2013.
|
(2)
|
|
James Senge, Sr. has been awarded restricted stock grants by the Compensation Committee: (i) a grant of 9,323 shares of Company common stock on March 26, 2010 of which 0 shares were unvested as of December 31, 2013; (ii) a grant of 4,039 shares of Company common stock on February 15, 2011 of which 337 shares were unvested as of December 31, 2013; and (iii) a grant of 6,491shares of Company common stock on March 16, 2012 of which 2,705 shares were unvested as of December 31, 2013.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||
|
|
Number of
Shares
Acquired
|
|
Value
Realized
on
|
|
Number of
Shares
Acquired
|
|
Value
Realized
on
|
||||||
Name
|
|
on Exercise
|
|
Exercise
|
|
on Vesting
|
|
Vesting
|
||||||
(a)
|
|
(#)
|
|
($) (1)
|
|
(#)
|
|
($) (2)
|
||||||
Robin Raina, President, Chief Executive Officer and Chairman of the Board
|
|
990,000
|
|
|
$
|
9,390,704
|
|
|
19,369
|
|
|
$
|
282,851
|
|
Robert Kerris, Senior Vice President—Chief Financial Officer and Secretary
|
|
—
|
|
|
$
|
—
|
|
|
259
|
|
|
$
|
4,064
|
|
Graham Prior, Corporate Senior Vice President
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Leon d'Apice, Managing Director, Ebix Australia Group
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
James Senge, Sr., Senior Vice President, EbixHealth
|
|
—
|
|
|
$
|
—
|
|
|
5,910
|
|
|
$
|
89,757
|
|
(1)
|
Reflects the excess of the fair market value of the shares at the time of exercise over the exercise price of the options.
|
(2)
|
Reflects the fair market value of the shares on the vesting date.
|
•
|
“Spread” is calculated by subtracting $7.95 (prior to the three-for-one split that occurred on January 4, 2010, this value was $23.84) from the Net Proceeds per share.
|
•
|
“Share Base” shall be the positive number, if any, that is determined when the number of Shares Deemed Held by Mr. Raina immediately prior to the Closing Date is subtracted from the number of shares that is 20% of the total shares of common stock outstanding immediately prior to the Closing Date on a fully diluted basis, taking into account the effect
|
•
|
As defined in the Agreement, Net Proceeds shall equal the sum of any cash consideration received for each share of Company common stock plus the Fair Market Value of any securities received or receivable per share of Company common stock held by the stockholders of the Company by virtue of an Acquisition Event.
|
Name (a)
|
|
Fees Earned or Paid in Cash
|
|
Option Awards ($) (1)
|
|
Total ($)
|
||||||
Pavan Bhalla
|
|
$
|
77,500
|
|
|
$
|
94,716
|
|
|
$
|
172,216
|
|
Hans Ueli Keller
|
|
$
|
46,000
|
|
|
$
|
94,716
|
|
|
$
|
140,716
|
|
Hanz U. Benz
|
|
$
|
46,000
|
|
|
$
|
94,716
|
|
|
$
|
140,716
|
|
Neil D. Eckert
|
|
$
|
41,000
|
|
|
$
|
94,716
|
|
|
$
|
135,716
|
|
Rolf Herter
|
|
$
|
14,000
|
|
|
$
|
94,716
|
|
|
$
|
108,716
|
|
(1)
|
Amounts reflect the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 2013, in accordance with FASB ASC Topic 718 and thus may include amounts from awards granted prior to 2013.
|
|
|
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options
|
|
Weighted-Average
Exercise Price of
Outstanding Options
|
|
Number
of Securities
Remaining Available
for Future Issuance
Under Equity
|
||||
Plan Category
|
|
Warrants and Rights
|
|
Warrants and Rights
|
|
Compensation Plans
|
||||
Equity Compensation Plans Approved by Security Holders:
|
|
|
|
|
|
|
||||
—1996 Stock Incentive Plan, as amended and restated in 2006
|
|
657,000
|
|
|
$
|
6.39
|
|
|
962,563
|
|
—2010 Stock Incentive Plan
|
|
135,000
|
|
|
$
|
17.47
|
|
|
4,758,924
|
|
Equity Compensation Plans Not Approved by Security Holders
|
|
—
|
|
|
N/A
|
|
|
N/A
|
|
|
Total
|
|
792,000
|
|
|
$
|
8.28
|
|
|
5,721,487
|
|
|
Current Beneficial Ownership
|
||
Name of Beneficial Owner
|
Number of Shares (1)
|
Percent of
Class (2)
|
|
Robin Raina (3)
|
3,671,560
|
|
9.6%
|
Pavan Bhalla (4)
|
115,568
|
|
*
|
Neil D. Eckert (5)
|
165,942
|
|
*
|
Leon d'Apice
|
90,436
|
|
*
|
Rolf Herter (6)
|
111,942
|
|
*
|
Hans Ueli Keller (7)
|
111,942
|
|
*
|
Hans U. Benz (8)
|
101,962
|
|
*
|
Graham Prior
|
47,471
|
|
*
|
James S. Senge (9)
|
12,498
|
|
*
|
Robert F. Kerris
|
1,036
|
|
*
|
Directors and executive officers as a group (10 persons)(10)
|
4,430,357
|
|
11.5%
|
|
|
|
|
Other Beneficial Holders
|
|
|
|
|
|
|
|
Rennes Foundation (11)
|
3,570,473
|
|
9.3%
|
First Trust Advisors, L.P. (12)
|
3,395,762
|
|
8.9%
|
Fidelity Management and Research Company (13)
|
2,825,000
|
|
7.4%
|
Pentwater Capital Management LP (14)
|
2,438,500
|
|
6.4%
|
Manufacturers Life Insurance Company (15)
|
2,348,288
|
|
6.1%
|
The Vanguard Group (16)
|
2,141,100
|
|
5.6%
|
Blackrock (17)
|
1,943,743
|
|
5.1%
|
|
|
|
*
|
Less than 1%.
|
(1) For purposes of this table, a person is deemed to be the beneficial owner of a security if he or she (a) has or shares voting power or dispositive power with respect to such security, or (b) has the right to acquire such ownership within 60 days. “Voting power” is the power to vote or direct the voting of shares, and “dispositive power” is the power to dispose or direct the disposition of shares, irrespective of any economic interest in such shares.
|
(2) In calculating the percentage ownership or percent of equity vote for a given individual or group, the number of common shares outstanding includes unissued shares subject to options, warrants, rights or conversion privileges exercisable within 60 days held by such individual or group, but are not deemed outstanding by any other person or group.
|
(3) Mr. Raina's ownership includes (a) 8,426 shares of restricted stock and (b) 217,064 shares held as trustee for Robin Raina Foundation a 501(c) charity ownership which were donated by Robin Raina from vested restricted stock grants previously issued to Mr. Raina by the Company and, to which Mr. Raina disclaims any beneficial ownership. The Federal Tax ID Number for the foundation is 51-0497387. The address of Mr. Raina is 5 Concourse Parkway, Suite 3200, Atlanta, Georgia 30328.
|
(4) Mr. Bhalla's ownership includes options to purchase 42,189 shares of our common stock which are exercisable as of March 14, 2014 or that will become exercisable within 60 days after that date.
|
(5) Mr. Eckert's ownership includes options to purchase 69,189 shares of our common stock which are exercisable as of March 14, 2014, or that will become exercisable within 60 days after that date.
|
(6) Mr. Herter's ownership includes options to purchase 42,189 shares of our common stock which are exercisable as of March 14, 2014, or that will become exercisable within 60 days after that date.
|
(7) Mr. Keller's ownership includes options to purchase 42,189 shares of our common stock which are exercisable as of March 14, 2014, or that will become exercisable within 60 days after that date.
|
(8) Mr. Benz's ownership includes options to purchase 42,189 shares of our common stock which are exercisable as of March 14, 2014, or that will become exercisable within 60 days after that date.
|
(9) Mr. Senge’s ownership includes 2,705 shares of restricted stock.
|
(10) Includes options to purchase 237,945 shares of our common stock which are exercisable as of March 14, 2014, or that will become exercisable within 60 days after that date.
|
(11) The address of the Rennes Foundation is Rätikonerstrasse 13, P.O. Box 125, 9490 Vaduz, Principality of Liechtenstein.
|
(12) Ownership consists of shares of our common stock beneficially owned by First Trust Advisors, L.P. and its wholly-owned subsidiaries (“First Trust”) as disclosed on its Schedule 13G, for the period ended December 31, 2013. The address of First Trust is 120 East Liberty Drive, Wheaton Illinois 60187.
|
(13) Ownership consists of shares of our common stock beneficially owned by Fidelity Management & Research Company, a wholly-owned subsidiary of FMR LLC ("Fidelity"), in its capacity as an investment advisor, as disclosed on its joint Schedule 13G dated December 31, 2013, as filed with the SEC. Fidelity reports that sole dispositive power resides in Edward C. Johnson, III and FMR LLC. The address of Fidelity is 82 Devonshire Street, Boston, Massachusetts 02109.
|
(14) Ownership consists of shares of our common stock beneficially owned by Pentwater Capital Management LP and its wholly-owned subsidiaries (“Pentwater”) as disclosed on its Schedule 13G, for the period ended December 31, 2013. The address of Pentwater is 614 Davis Street, Evanston, Illinois 60201.
|
(15) Ownership consists of shares of our common stock beneficially owned by Manufacturers Life Insurance Company and its wholly-owned subsidiaries as disclosed on its Schedule 13G, for the period ended December 31, 2013. The address of Manufacturers Life Insurance Company is 200 Bloor Street East, Toronto, M4W 1E5 Canada.
|
(16)
Ownership consists of shares of our common stock beneficially owned by The Vanguard Group, Inc. and its wholly-owned subsidiary, Vanguard Fiduciary Trust Company (collectively, “Vanguard”), as disclosed on Vanguard’s joint schedule 13G, for the period ended December 31, 2013, as filed with the SEC. The address of Vanguard is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
|
(17) Ownership consists of shares of our common stock beneficially owned by Blackrock and its wholly-owned subsidiaries (“Blackrock”) as disclosed on its Schedule 13G, for the period ended December 31, 2013. The address of Blackrock is 400 Howard Street, San Francisco, CA 94105.
|
Services Rendered by Cherry Bekaert LLP
|
|
2013
|
|
2012
|
||||
Audit Fees (1)
|
|
$
|
497,160
|
|
|
$
|
429,000
|
|
Audit Related Fees (2)
|
|
$
|
282,514
|
|
|
$
|
89,500
|
|
Tax Compliance Service Fees
|
|
$
|
13,750
|
|
|
$
|
—
|
|
All Other Fees (3)
|
|
$
|
54,400
|
|
|
$
|
42,016
|
|
(1) Includes fees for the audit of our annual financial statements included in our Form 10-K and reviews of the financial statements in our Forms 10-Q, but excluding audit-related fees.
|
(2) Includes fees associated with the review of valuation reports associated with business acquisition and audits of the Company's 401(K) plans, and related out of pocket expenses incurred by the auditors.
|
(3) Includes fees related to the audit of the financial statements and the Company's purchase accounting for certain acquired businesses.
|
•
|
Report of Independent Registered Public Accounting Firm.
|
•
|
Consolidated Balance Sheets as of
December 31, 2013
and
December 31, 2012
.
|
•
|
Consolidated Statements of Income for the years ended
December 31, 2013
,
December 31, 2012
, and
December 31, 2011
.
|
•
|
Consolidated Statements of Comprehensive Income for the years ended
December 31, 2013
,
December 31, 2012
, and
December 31, 2011
.
|
•
|
Consolidated Statements of Stockholders’ Equity for the years ended
December 31, 2013
,
December 31, 2012
, and
December 31, 2011
.
|
•
|
Consolidated Statements of Cash Flows for the years ended
December 31, 2013
,
December 31, 2012
, and
December 31, 2011
.
|
•
|
Notes to Consolidated Financial Statements
|
•
|
Schedule II—Valuation and Qualifying Accounts for the years ended
December 31, 2013
,
December 31, 2012
, and
December 31, 2011
.
|
•
|
Schedules other than those listed above have been omitted because they are not applicable or the required information is included in the financial statements or notes thereto.
|
|
|
|
|
|
EBIX, INC.
(Registrant)
|
||
|
By:
|
/s/ ROBIN RAINA
|
|
|
|
Robin Raina
|
|
|
|
Chairman of the Board, President and
Chief Executive Officer
|
|
|
|
Principal Executive Officer
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
/s/ ROBIN RAINA
|
|
Chairman of the Board, President, and
Chief Executive Officer
(principal executive officer)
|
|
March 17, 2014
|
(Robin Raina)
|
|
|
|
|
/s/ ROBERT F. KERRIS
|
|
Senior Vice President and Chief Financial Officer
(principal financial and accounting officer)
|
|
March 17, 2014
|
(Robert F. Kerris)
|
|
|
|
|
/s/ HANS U. BENZ
|
|
Director
|
|
March 17, 2014
|
(Hans U. Benz)
|
|
|
|
|
/s/ PAVAN BHALLA
|
|
Director
|
|
March 17, 2014
|
(Pavan Bhalla)
|
|
|
|
|
/s/ NEIL D. ECKERT
|
|
Director
|
|
March 17, 2014
|
(Neil D. Eckert)
|
|
|
|
|
/s/ ROLF HERTER
|
|
Director
|
|
March 17, 2014
|
(Rolf Herter)
|
|
|
|
|
/s/ HANS UELI KELLER
|
|
Director
|
|
March 17, 2014
|
(Hans Ueli Keller)
|
|
|
|
101*
|
XBRL (Extensible Business Reporting Language) - The following materials from Ebix, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income (Loss) (iv) the Consolidated Statements of Stockholders' Equity and Comprehensive Income (Loss), (v) the Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements which were tagged as blocks of text.
|
|
|
Year Ended December 31, 2013
|
|
Year Ended December 31, 2012
|
|
Year Ended December 31, 2011
|
||||||
Beginning balance
|
|
$
|
1,157
|
|
|
$
|
1,719
|
|
|
$
|
1,126
|
|
Provision for doubtful accounts
|
|
1,147
|
|
|
442
|
|
|
976
|
|
|||
Write-off of accounts receivable against allowance
|
|
(1,276
|
)
|
|
(1,004
|
)
|
|
(725
|
)
|
|||
Other
|
|
21
|
|
|
—
|
|
|
342
|
|
|||
Ending balance
|
|
$
|
1,049
|
|
|
$
|
1,157
|
|
|
$
|
1,719
|
|
|
|
Year Ended December 31, 2013
|
|
Year Ended December 31, 2012
|
|
Year Ended December 31, 2011
|
||||||
Beginning balance
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(6,626
|
)
|
Decrease (increase)
|
|
—
|
|
|
—
|
|
|
6,626
|
|
|||
Ending balance
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
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