NT 10-Q

Date: May 10, 2021

/s/ Steven M. Hamil

Steven M. Hamil

Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

SEC File Number 0-15946

CUSIP Number 278715206

NOTIFICATION OF LATE FILING


(Check one):		☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR

		For Period Ended: March 31, 2021

		☐ Transition Report on Form 10-K

		☐ Transition Report on Form 20-F

		☐ Transition Report on Form 11-K

		☐ Transition Report on Form 10-Q

		☐ Transition Report on Form N-SAR

		For Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Ebix, Inc.

Full Name of Registrant

Not Applicable

Former Name if Applicable

1 Ebix Way

Address of Principal Executive Office (Street and Number)

Johns Creek, Georgia 30097

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)


☒	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Ebix, Inc. (the “Company”) is filing this extension to allow additional time beyond the May 10, 2021 filing due date to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (the “First Quarter 10-Q”). As previously disclosed, the Company was unable to timely file its Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”) as a result of the Company’s independent registered public accounting firm resignation from its position on February 15, 2021, before completing its audit of the Company’s Financial Statements incorporated in the 2020 Form 10-K. The Company filed its 2020 Form 10-K on April 27, 2021 and is now preparing the First Quarter 10-Q, but given the delay in the 2020 10-K, the Company cannot complete and file the First Quarter 10-Q by the May 10, 2021 without unreasonable effort and expense. The Company intends to file the First Quarter 10-Q as soon as practicable following the date hereof, and expects to file its First Quarter 10-Q no later than May 17, 2021, the five-day extension period afforded by SEC Rule 12b-25 under the Securities Exchange Act of 1934, as amended.

PART IV — OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification.

Steven M. Hamil

(678)

281-2020

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). ☒ Yes ☐ No

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? [☒ Yes ☐ No]

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Preliminary unaudited financial metrics for the three months ended March 31, 2021 (before any adjustments or one-time, unusual items) are expected to include:

•

Total operating revenue of greater than $285 million and operating income of greater than $30 million; and

•

Greater than $200 million of revenues generated by the Company’s payment solutions business in India (primarily gift card sales) with corresponding operating income of less than $1 million for the quarter from the payment solutions business.

FORWARD LOOKING STATEMENTS

This Form 12b-25 contains certain statements that are “forward-looking” statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based upon current expectations and include all statements that are not historical statements of fact and those regarding the intent, belief or expectations, including, without limitation, statements that are accompanied by words such as “will,” “believes,” “anticipates,” “plans,” “expects,” “intends,” “estimates,” “seeks,” “may” or other similar words, phrases or expressions and variations or negatives of these words. Readers of this Form 12b-25 should understand that these statements are not guarantees of performance or results. Many risks and uncertainties could affect actual results and cause them to vary materially from the expectations contained in the forward-looking statements. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to, potential impacts of RSM’s resignation; the risk of litigation or regulatory action arising from such resignation, from the failure to timely file the Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “Annual Report”) or to timely file the first quarter Quarterly Report on Form 10-Q; potential reputational damage that the Company may suffer as a result of these matters; the impact of these matters and the resignation of RSM on the value of the Company’s stock; and the risk that the filing of the First Quarter 10-Q will take longer than anticipated. Readers are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statement made by us speaks only as of the date of this report. Unless required by law, the Company does not undertake to release publicly any revisions to these forward-looking statements to reflect future events or circumstances or to reflect the occurrence of unanticipated events.

Ebix, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.