Description of Business and Summary of Significant Accounting Policies (Tables)
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6 Months Ended |
Jun. 30, 2013
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Accounting Policies [Abstract] |
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Schedule of Revenue by Product/Service Groups |
Presented in the table below is the breakout of our revenue streams for each of those product/service groups for the three and six months ended June 30, 2013 and 2012.
| | | | | | | | | | | | | | | | | | | | Three Months Ended | | Six Months Ended | | | June 30, | | June 30, | (dollar amounts in thousands) | | 2013 | | 2012 | | 2013 | | 2012 | Exchanges | | $ | 40,501 |
| | $ | 38,182 |
| | $ | 82,187 |
| | $ | 72,828 |
| Broker Systems | | 4,766 |
| | 4,422 |
| | 9,488 |
| | 9,176 |
| Business Process Outsourcing (“BPO”) | | 4,013 |
| | 3,890 |
| | 8,177 |
| | 7,461 |
| Carrier Systems | | 1,724 |
| | 1,222 |
| | 3,718 |
| | 2,078 |
| Totals | | $ | 51,004 |
| | $ | 47,716 |
| | $ | 103,570 |
| | $ | 91,543 |
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Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis |
Additional information regarding the Company's assets and liabilities that are measured at fair value on a recurring basis is presented in the following table:
| | | | | | | | | | | | | | | | | Fair Values at Reporting Date Using* | Descriptions | | Balance, June 30, 2013 | Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | | | (In thousands) | Assets | | | | | | Available-for-sale securities: | | | | | | Commercial bank certificates of deposits | | $ | 707 |
| $ | 707 |
| $ | — |
| $ | — |
| Total assets measured at fair value | | $ | 707 |
| $ | 707 |
| $ | — |
| $ | — |
| | | | | | | Liabilities | | | | | | Derivatives: | | | | | | Common share-based put option (a) | | $ | 2,530 |
| $ | — |
| $ | 2,530 |
| $ | — |
| Contingent accrued earn-out acquisition consideration (b) | | 15,498 |
| — |
| — |
| 15,498 |
| Total liabilities measured at fair value | | $ | 18,028 |
| $ | — |
| $ | 2,530 |
| $ | 15,498 |
| | | | | | | (a) In connection with the acquisition of PlanetSoft effective June 1, 2012, Ebix issued a put option to the PlanetSoft's three shareholders. The put option, which expires in June 2014, is exercisable during the thirty-day period immediately following the two-year anniversary date of the business acquisition, which if exercised would enable them to sell the underlying 296,560 shares of Ebix common stock they received as part of the purchase consideration, back to the Company at a price of $16.86 per share, which represents a 10% discount off of the per-share value established on the effective date of the closing of Ebix's acquisition of PlanetSoft. A portion of the total purchase consideration was allocated to this put liability based on its initial fair value, which was determined to be $1.4 million using a Black-Scholes model. The inputs used in the valuation of the put option include term, stock price volatility, current stock price, exercise price, and the risk free rate of return. | (b) The income valuation approach is applied and the valuation inputs include the contingent payment arrangement terms, projected cash flows, rate of return, and probability assessments. | * During the three months ended June 30, 2013 there were no transfers between fair value Levels 1, 2 or 3. |
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Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation |
For the Company's assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3), the following table provides a reconciliation of the beginning and ending balances for each category therein, and gains or losses recognized during the six months ending June 30, 2013: | | | | | | Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | | | Contingent Liability for Accrued Earn-out Acquisition Consideration | | | (in thousands) | | | | Beginning balance at January 1, 2013 | | $ | 17,495 |
| | | | Total remeasurement adjustments: | | | (Gains) or losses included in earnings ** | | (6,114 | ) | Foreign currency translation adjustments *** | | (194 | ) | | | | Acquisitions and settlements | | | Business acquisitions | | 7,288 |
| Settlements | | (2,977 | ) | | | | Ending balance at June 30, 2013 | | $ | 15,498 |
| | | | The amount of total (gains) or losses for the six months ended June 30, 2013 included in earnings or changes to net assets, attributable to changes in unrealized (gains) or losses relating to assets or liabilities still held at year-end. | | $ | (6,159 | ) | | | | ** recorded as an adjustment to reported general and administrative expenses | *** recorded as a component of other comprehensive income within stockholders' equity |
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Quantitative Information about Level 3 Fair Value Measurements |
The significant unobservable inputs used in the fair value measurement of the Company's contingent consideration liabilities designated as Level 3 are as follows: | | | | | | | | | | | | | | | (in thousands) | | Fair Value at June 30, 2013 | | Valuation Technique | | Significant Unobservable Input | Contingent acquisition consideration: (Taimma, Planetsoft, TriSystems, and Qatarlyst acquisitions) | | $15,498 | | Discounted cash flow | | Projected revenue and probability of achievement |
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Schedule of Goodwill |
Changes in the carrying amount of goodwill for the six months ended June 30, 2013 are reflected in the following table. Goodwill increased during this period due to one business acquisition that was made in April.
| | | | | | June 30, 2013 | | (In thousands) | Beginning Balance at January 1, 2013 | $ | 326,748 |
| Additions | 8,998 |
| Foreign currency translation adjustments | (1,874 | ) | Ending Balance at June 30, 2013 | $ | 333,872 |
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Schedule of Finite-Lived Intangible Assets by Major Class, Estimated Useful Lives |
We amortize these intangible assets on a straight-line basis over their estimated useful lives, as follows:
| | | | Category | | Life (yrs) | Customer relationships | | 7-20 | Developed technology | | 3–12 | Trademarks | | 3–15 | Non-compete agreements | | 5 | Database | | 10 |
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Schedule of Intangible Assets, Excluding Goodwill |
The carrying value of finite-lived and indefinite-lived intangible assets at June 30, 2013 and December 31, 2012 are as follows:
| | | | | | | | | | June 30, 2013 | | December 31, 2012 | | (In thousands) | Finite-lived intangible assets: | | | | Customer relationships | $ | 61,966 |
| | $ | 57,638 |
| Developed technology | 14,526 |
| | 14,025 |
| Trademarks | 2,611 |
| | 2,638 |
| Non-compete agreements | 538 |
| | 538 |
| Backlog | 140 |
| | 140 |
| Database | 212 |
| | 212 |
| Total intangibles | 79,993 |
| | 75,191 |
| Accumulated amortization | (26,024 | ) | | (22,600 | ) | Finite-lived intangibles, net | $ | 53,969 |
| | $ | 52,591 |
| | | | | Indefinite-lived intangibles: | | | | Customer/territorial relationships | $ | 30,887 |
| | $ | 30,887 |
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