8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 15, 2021

EBIX, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-15946	77-0021975
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1 Ebix Way, Johns Creek, Georgia	30097
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (678) 281-2020

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.10 par value per share	EBIX	Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Explanatory Note

On February 19, 2021, Ebix, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Report”) stating that RSM US LLP (“RSM”) had resigned as the Company’s independent registered public accounting firm, effective February 15, 2021. The Company provided a copy of the Initial Report to RSM prior to filing it with the U.S. Securities and Exchange Commission (the “SEC”). The Company requested that RSM furnish the Company with a letter addressed to the SEC stating whether RSM agrees with the statements made by the Company in the Initial Report in response to Item 304(a) of Regulation S-K under the Securities Act of 1933, as amended, and, if not, stating the respects in which it does not agree. The Initial Report is hereby amended and supplemented by adding the language that appears below.

Item 4.01 Changes in Registrant’s Certifying Accountant.

Pursuant to the Company’s request, on February 22, 2021, RSM furnished to the Company a letter addressed to the SEC regarding the statements made by the Company in the Initial Report. A copy of RSM’s letter has been filed as Exhibit 16.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
Exhibit 16.1	Letter dated February 22, 2021, from RSM US LLP to the Securities and Exchange Commission.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 23, 2021
	EBIX, INC.
	By:	/s/ Steven M. Hamil
	Name:	Steven M. Hamil
	Title:	Chief Financial Officer

EX-16.1

Exhibit 16.1

RSM US LLP

February 22, 2021	1201 West Peachtree Street, NW
	Suite 800
	Atlanta, GA 30309
Securities and Exchange Commission 100 F Street, NE	T +1 404 751 9100
Washington, D.C. 20549	F +1 404 751 9102
Ladies and Gentlemen:	www.rsmus.com

We are writing to you in response to the request of Ebix, Inc. (the “Company”) pursuant to Item 304(a)(3) of Regulation S-K of the rules and regulations of the Securities and Exchange Commission (“Regulation S-K”), regarding the Current Report on Form 8-K of the Company (the “8-K”) filed with the Securities and Exchange Commission on February 19, 2021. Specifically, RSM US LLP (“RSM” or the “Firm”) agrees, and does not agree, with certain statements concerning our Firm set forth in Item 4.01 of the 8-K, as described below. To the extent we do not discuss or comment on other statements contained therein, we have no basis to agree or disagree. RSM was not requested by the Company to comment, and RSM does not comment, on the press release issued by the Company on the same date it filed the 8-K entitled “Ebix Shares Strong Business Outlook and Discusses Recent Events.”

RSM agrees with the statements in the first three paragraphs of the 8-K.

RSM agrees with the first sentence in the first paragraph, but otherwise disagrees with certain statements made in the two paragraphs in the section entitled “1: Disagreements Under Item 304(a)(1)(iv) of Regulation S-K.” RSM disagrees that this issue was an initial difference of opinion based on incomplete facts or preliminary information rather than a disagreement pursuant to Item 304(a)(i)(iv). RSM repeatedly told the Company that the $30 million that the Company transferred on December 31, 2020 to an account of its outside legal counsel could not be classified as a cash or cash equivalent on its balance sheet. RSM stated this because the $30 million was transferred in connection with a pending acquisition to a commingled trust account that was not under the direct control of the Company. At the time of RSM’s resignation, the Company had not communicated that it accepted RSM’s position. In addition, RSM did not tell the Company these funds could be classified as “other current assets,” nor did RSM concur that the $30 million was “owned by the Company.”

RSM agrees with the first and last sentence, but otherwise disagrees with certain statements made in the Company’s 8-K disclosure in the first paragraph of the section entitled “2: Reportable Events Under Item 304(a)(1)(v).” In its disclosure, the Company states: “RSM asserts that on that call it further advised the Chairman that if this requested information was further investigated it might materially impact the fairness or reliability of the financial statements subject to the audit or affect RSMs willingness to be associated with the Company’s financial statements, but that since RSM had resigned, no further investigation would occur.” (emphasis supplied). RSM disagrees with the use of the term “asserts” to the extent it could create uncertainty as to what RSM communicated. In the call that occurred between RSM and the Chairman of the Company’s Audit Committee on February 15, 2021, RSM stated clearly and unequivocally that if the information repeatedly requested by RSM — but which was not provided by the Company — related to gift cards issued by ItzCash/EbixCash in the fourth quarter of 2020 was further investigated, it might materially impact the fairness or reliability of the financial statements subject to RSM’s audit or affect RSM’s willingness to be associated with the Company’s financial statements, and that, as a result of RSM’s resignation, further investigation has not occurred.

THE POWER OF BEING UNDERSTOOD

AUDIT | TAX | CONSULTING

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

February 22, 2021

Page 2

RSM agrees with the statements in the second paragraph of the section entitled “2: Reportable Events Under Item 304(a)(1)(v),” but has no basis on which to agree or disagree with the statements in the third and fourth paragraphs of that section or those made in the Company’s Forward Looking Statements, except RSM agrees that it has been authorized to respond fully to the inquiries of any successor independent registered accounting firm.

Sincerely,

RSM, US LLP

XML

Document and Entity Information	Feb. 15, 2021
Cover [Abstract]
Entity Registrant Name	EBIX INC
Amendment Flag	true
Entity Central Index Key	0000814549
Document Type	8-K/A
Document Period End Date	Feb. 15, 2021
Entity Incorporation State Country Code	DE
Entity File Number	0-15946
Entity Tax Identification Number	77-0021975
Entity Address, Address Line One	1 Ebix Way
Entity Address, City or Town	Johns Creek
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30097
City Area Code	(678)
Local Phone Number	281-2020
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.10 par value per share
Trading Symbol	EBIX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Description	On February 19, 2021, Ebix, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Report”) stating that RSM US LLP (“RSM”) had resigned as the Company’s independent registered public accounting firm, effective February 15, 2021. The Company provided a copy of the Initial Report to RSM prior to filing it with the U.S. Securities and Exchange Commission (the “SEC”). The Company requested that RSM furnish the Company with a letter addressed to the SEC stating whether RSM agrees with the statements made by the Company in the Initial Report in response to Item 304(a) of Regulation S-K under the Securities Act of 1933, as amended, and, if not, stating the respects in which it does not agree. The Initial Report is hereby amended and supplemented by adding the language that appears below.