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4) Letter To SEC 12.4.15
4) Letter To SEC 12.4.15
4) Letter To SEC 12.4.15
Executive Summary
On August 6, 2014, a letter (enclosed with this memo) was sent to Cherry Bekaert Holland, Ebix’s auditor,
to outline major concerns with transactions among Ebix’s foreign subsidiaries and the company’s use of
earnout reversals. On February 19, 2015, a letter (enclosed with this memo) was sent to Justin Jeffries at
the SEC further outlining significant concerns with Ebix’s accounting and disclosure that had not been
previously addressed. This memo serves as an update to those letters, highlighting subsequent business
developments and financial disclosures by Ebix. Ebix continues to have no organic growth, a questionable
M&A strategy, extremely low earnings quality, and other critical unresolved questions.
1
Defined by Ebix as "Pro forma" revenue: for 2014, assumes all acquisitions
were completed on 1/1/13, and for 2015, assumes all acquisitions were
completed on 1/1/14
2014 10-K
1Q15 10-Q
2Q15 10-Q
1 Source: US SEC Filings
3Q15 10-Q
Via Media Health – this was a $1.37MM acquisition (including earnout) of a healthcare PR
agency, a business completely unrelated to Ebix’s technology business with much lower margins
than the corporate average3
Curepet – in 2012, Ebix acquired 19.8% of Curpet for $2MM, which designs veterinary practice
management software, implying a $10.1MM valuation for the business
o Ebix subsequently acquired Curepet (which was valued at $10.1MM in 2012) for
$1.35MM (plus a $5MM earnout which is now estimated to be zero) in 2014
o The $1.35MM acquisition price was offset by an equivalent amount owed by Curepet to
Ebix4
2 Source: Indian MCA filings, CIN #U25517KA2008PTC045385
3 Source: Indian MCA filings, CIN #U74300DL2000PTC104259
4 Source: 2014 EBIX 10-K
We suspect this was a tidy way to avoid a write down of the initial investment
o In 2015, Ebix contributed Curepet to a JV with IHC Health Holdings Corporation, and
valued the contribution of Curepet at $2MM – we suspect Ebix moved Curepet into the JV
to avoid a write down of the asset
o Of the $82MM in assets acquired in 2014, acquisitions for which a purchase price
allocation was disclosed, over $68MM, or 84%, was allocated to goodwill, which is not
amortizable and continues to become an increasingly larger part of Ebix’s balance sheet4
Taxes: Ebix’s effective tax rate is considerably lower than its actual cash tax rate
o In 1Q15, Ebix made a $20.5MM payment to IRS to settle income tax audits for 2008-2012
o After applying this payment to cash taxes over the audit period in question, it is apparent
that Ebix’s cash tax rate meaningfully exceeds its reported effective income tax rate
$000s 2008 2009 2010 2011 2012 2013 2014 1Q15 2Q15 3Q15
Cash taxes 1,937 4,752 2,396 3,796 8,590 13,779 11,433 20,163 763 3,737
Adjusted cash taxes 1 6,037 8,852 6,496 7,896 12,690 13,779 11,433 (337) 763 3,737
Cash flow from operations before income taxes 30,608 41,244 57,928 80,365 88,390 81,209 71,909 12,982 24,113 18,980
and deferred tax payments
Adjusted cash tax rate2 19.7% 21.5% 11.2% 9.8% 14.4% 17.0% 15.9% -2.6% 3.2% 19.7%
Reported effective income tax rate 4.8% 2.5% 1.1% 2.9% 9.6% 15.5% 17.9% 11.6% 5.6% 8.5%
1
Spreading $20.5MM tax payment across 5 years of audits reviewed by IRS
2
Adjusted cash taxes as a % of CFFO before income taxes and deferred tax payments
o Ebix’s effective tax rate is persistently lower than its cash tax rate. It appears that Ebix’s
reported earnings are benefiting from a tax rate that doesn’t reflect the actual cash
obligations the company has to its taxing authorities
o If Ebix had a 20% tax rate over the last 12 months, its TTM EPS would have been $1.84
instead of the reported $2.09
Earnout Reversals: Most critically, Ebix has continued to use a reversal of contingent earnout
liabilities to boost earnings – since 2008, Ebix has reversed 52%, or $29MM, of its earnout
liability into earnings, suggesting either an inability to assess whether earnouts are attainable or
creation of an earnings cookie jar5
oEbix’s earnout reversals contributed 13% of Ebix’s 2014 operating income and 22c to EPS
of $1.67
o In the most recent TTM period, earnout reversals contributed 5% of operating income and
6c to EPS of $2.09
Foreign Exchange: In the most recent TTM period, gains on foreign currency have contributed
3% to pretax income and 7c to EPS of $2.09
Excluding earnout reversals, forex gains, and bringing the effective tax rate inline with the cash tax
rate (assume 19%), TTM earnings would have been 18% lower than reported, implying that Ebix,
a business with negative organic growth, is trading north of 21x TTM EPS
Ebix has still not filed 2014 financial statements with the Indian regulator (despite completion of
the 2014 10-K and audit)
Ebix has not filed 2013 or 2014 financial statements with the Singaporean regulator (despite
completion of the 2013 and 2014 10-Ks and audits)
5 Source: EBIX 10-Ks and 10-Qs
6 Source: 3Q15 and 2Q15 EBIX 10-Q
o Ebix is not in compliance with the Singaporean authority’s filing requirements
oThis is particularly problematic as Singapore is the parent entity for at least six other
subsidiaries, including the India operations
Ebix appointed a new auditor in India in late 2014, but that auditor subsequently expressed its
“inability to continue as Statutory Auditors of the Company for the Financial Year 2014-2015”7
In 2014, Ebix restructured its European subsidiary by merging Ebix Europe into Ebix UK, with the
resulting company named Ebix Europe – the company did not disclose this in any of its SEC filings
o Effective August 1, 2015, Ebix Europe’s auditor, Akshar & Company, resigned – Ebix did
not reveal this change in the 3Q15 10-Q
7 Indian MCA filings CIN #U72900DL2002PTC115124