Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTER ENDED JUNE 30, 2013

 

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number

000-51579

 

 

 

 

NCI, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		20-3211574
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
11730 Plaza America Drive Reston, Virginia		20190-4764
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (703) 707-6900

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    x  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer		¨		Accelerated filer		¨
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller Reporting Company		x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    x  No

As of July 26, 2013, there were 8,227,615 shares outstanding of the registrant’s Class A common stock. In addition, there are 4,700,000 shares outstanding of the registrant’s Class B common stock, which are convertible on a one-for-one basis into Class A common stock.

 

 

 

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Table of Contents

NCI, INC.

 

				PAGE
PART I: FINANCIAL INFORMATION					1
Item 1.		Condensed Consolidated Financial Statements			1
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			9
Item 3.		Quantitative and Qualitative Disclosures About Market Risk			15
Item 4.		Controls and Procedures			15
PART II: OTHER INFORMATION
Item 1.		Legal Proceedings			16
Item 1A.		Risk Factors			16
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			16
Item 3.		Defaults Upon Senior Securities			16
Item 4.		Mine Safety Disclosures			16
Item 5.		Other Information			16
Item 6.		Exhibits			17
		Signatures			18

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PART 1

FINANCIAL INFORMATION

Item 1. Financial Statements

NCI, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

(in thousands, except per share data)

 

		Three months ended June 30,								Six months ended June 30,
		2013				2012				2013				2012
Revenue		$	82,971			$	91,186			$	174,512			$	190,262
Operating expenses:
Cost of revenue			71,991				80,303				152,468				167,748
General and administrative expenses			6,129				6,342				11,990				13,086
Depreciation and amortization			1,527				1,690				3,145				3,463
Total operating expenses			79,647				88,335				167,603				184,297
Operating income			3,324				2,851				6,909				5,965
Interest expense, net			248				360				499				811
Income before income taxes			3,076				2,491				6,410				5,154
Provision for income taxes			1,265				1,012				2,624				2,090
Net income		$	1,811			$	1,479			$	3,786			$	3,064
Earnings per common and common equivalent share:
Basic:
Weighted average shares outstanding			12,825				13,593				12,818				13,585
Net income per share		$	0.14			$	0.11			$	0.30			$	0.23
Diluted:
Weighted average shares outstanding			12,825				13,595				12,818				13,613
Net income per share		$	0.14			$	0.11			$	0.30			$	0.23

The accompanying notes are an integral part of these condensed consolidated financial statements

 

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NCI, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except par value)

 

		As of June 30, 2013				As of December 31, 2012
Assets:
Current assets:
Cash and cash equivalents		$	1,016			$	763
Accounts receivable, net			63,103				62,293
Deferred tax assets, net			3,275				3,269
Income tax receivable			1,376				5,543
Prepaid expenses and other current assets			4,811				5,215
Total current assets			73,581				77,083
Property and equipment, net			10,779				12,564
Other assets			1,464				1,593
Deferred tax assets, net			43,463				43,463
Intangible assets, net			6,167				7,073
Total assets		$	135,454			$	141,776
Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable		$	20,332			$	24,148
Accrued salaries and benefits			15,899				15,858
Deferred revenue			1,431				1,032
Other accrued expenses			7,989				7,625
Total current liabilities			45,651				48,663
Long-term debt			10,000				17,500
Other long-term liabilities			2,468				2,723
Total liabilities			58,119				68,886
Stockholders’ equity:
Class A common stock, $0.019 par value—37,500 shares authorized; 9,144 shares issued and 8,228 shares outstanding as of June 30, 2013, and 9,163 shares issued and 8,875 shares outstanding as of December 31, 2012			174				174
Class B common stock, $0.019 par value—12,500 shares authorized; 4,700 shares issued and outstanding as of June 30, 2013 and December 31, 2012			89				89
Additional paid-in capital			70,385				69,726
Treasury stock at cost— 917 shares of Class A common stock as of June 30, 2013 and December 31, 2012			(8,331	)			(8,331	)
Retained earnings			15,018				11,232
Total stockholders’ equity			77,335				72,890
Total liabilities and stockholders’ equity		$	135,454			$	141,776

The accompanying notes are an integral part of these condensed consolidated financial statements

 

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NCI, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

 

		Six months ended June 30,
		2013				2012
Cash flows from operating activities:
Net income		$	3,786			$	3,064
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			3,145				3,463
Share-based payments			657				1,169
Deferred income taxes			(6	)			171
Changes in operating assets and liabilities:
Accounts receivable, net			(810	)			28,503
Prepaid expenses and other assets			4,700				(1,702	)
Accounts payable			(3,816	)			(11,221	)
Accrued expenses			551				(1,428	)
Net cash provided by operating activities			8,207				22,019
Cash flows from investing activities:
Purchases of property and equipment			(454	)			(1,047	)
Net cash used in investing activities			(454	)			(1,047	)
Cash flows from financing activities:
Borrowings under credit facility			60,300				78,450
Repayments of credit facility			(67,800	)			(102,231	)
Proceeds from exercise of stock options			—				10
Net cash used in financing activities			(7,500	)			(23,771	)
Net change in cash and cash equivalents			253				(2,799	)
Cash and cash equivalents, beginning of period			763				2,819
Cash and cash equivalents, end of period		$	1,016			$	20
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest		$	403			$	821
Income taxes		$	135			$	2,910

The accompanying notes are an integral part of these condensed consolidated financial statements

 

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NCI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Basis of Presentation

The accompanying unaudited consolidated financial statements of NCI, Inc. and its subsidiaries (“NCI” or “the Company”) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As a result, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments necessary to fairly present the Company’s financial position as of June 30, 2013 and its results of operations and cash flows for the three and six months ended June 30, 2013 and 2012, which consists of normal and recurring adjustments. The information disclosed in the notes to the financial statements for these periods is unaudited. The current period’s results of operations are not necessarily indicative of results that may be achieved for any future period. For further information, refer to the financial statements and footnotes included in NCI’s Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the SEC. All numbers presented in tables are in thousands.

2. Business Overview

NCI provides IT and professional services and solutions by leveraging its eight core service offerings: enterprise systems management; network engineering; cybersecurity and information assurance; software development and systems engineering; program management and lifecycle support; engineering and logistics; health IT and informatics; and training and simulation. The Company provides these services to U.S. Defense, Intelligence, and Federal Civilian agencies. The majority of the Company’s revenue was derived from contracts with the U.S. Federal Government, directly as a prime contractor or as a subcontractor. For the quarters ended June 30, 2013 and 2012, the Company generated approximately 75% of revenue from the Department of Defense, including agencies within the intelligence community, and approximately 25% of revenue from federal civilian agencies. The Company’s PEO Soldier contract is our largest revenue-generating contract and accounted for approximately 14% and 17% of our revenues for the quarters ended June 30, 2013 and 2012, respectively. The Company primarily conducts business throughout the United States. We report operating results and financial data as one reportable segment.

3. Earnings Per Share

Basic earnings per share exclude dilution and are computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Diluted earnings per share include the incremental effect of stock options calculated using the treasury stock method. Shares that are anti-dilutive are not included in the computation of diluted earnings per share. For the three months ended June 30, 2013 and 2012, approximately 1.1 million and 2.9 million shares, respectively, were not included in the computation of diluted earnings per share, because to do so would have been anti-dilutive. For the six months ended June 30, 2013 and 2012, approximately 1.0 million and 2.0 million shares, respectively, were not included in the computation of diluted earnings per share, because to do so would have been anti-dilutive. The following details the computation of basic and diluted earnings per common share (Class A and Class B) for the three and six months ended June 30, 2013 and 2012.

 

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NCI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

3. Earnings Per Share - continued

 

		Three months ended June 30,								Six months ended June 30,
		2013				2012				2013				2012
		(in thousands, except per share data)
Net Income		$	1,811			$	1,479			$	3,786			$	3,064
Weighted average number of basic shares outstanding during the period			12,825				13,593				12,818				13,585
Dilutive effect of stock options after application of treasury stock method			—				2				—				28
Weighted average number of diluted shares outstanding during the period			12,825				13,595				12,818				13,613
Basic earnings per share		$	0.14			$	0.11			$	0.30			$	0.23
Diluted earnings per share		$	0.14			$	0.11			$	0.30			$	0.23

4. Accounts Receivable

Accounts receivable consist of billed and unbilled amounts at the end of each period:

 

		As of
		June 30, 2013				December 31, 2012
Billed receivables		$	30,867			$	13,637
Unbilled receivables:
Amounts billable at end of period			21,115				35,938
Other			11,986				13,520
Total unbilled receivables			33,101				49,458
Total accounts receivable			63,968				63,095
Less: allowance for doubtful accounts			865				802
Total accounts receivable, net		$	63,103			$	62,293

Other unbilled receivables primarily consist of amounts that will be billed upon milestone completions and other accrued amounts that cannot be billed as of the end of the period. All unbilled receivables are expected to be billed and collected within the next twelve months.

5. Property and Equipment

The following table details property and equipment at the end of each period:

 

		As of
		June 30, 2013				December 31, 2012
Property and equipment
Furniture and equipment		$	22,496			$	22,092
Leasehold improvements			7,748				7,697
Real property			549				549
			30,793				30,338
Less: Accumulated depreciation and amortization			20,014				17,774
Property and equipment, net		$	10,779			$	12,564

Depreciation expense for the three months ended June 30, 2013 and 2012 was $1.1 million and $1.2 million, respectively. Depreciation expense for the six months ended June 30, 2013 and 2012 was $2.2 million and $2.3 million, respectively.

 

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NCI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

6. Intangible Assets

The following table details intangible assets at the end of each period:

 

		As of
		June 30, 2013				December 31, 2012
Contract and customer relationships		$	20,561			$	20,558
Less: Accumulated amortization			14,394				13,510
			6,167				7,048
Non-compete agreements			2,038				2,038
Less: Accumulated amortization			2,038				2,013
			—				25
Intangible assets, net		$	6,167			$	7,073

Amortization expense of intangible assets for the three months ended June 30, 2013 and 2012 was $0.4 million and $0.5 million, respectively. Amortization expense of intangible assets for the six months ended June 30, 2013 and 2012 was $0.9 million and $1.2 million, respectively.

 

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NCI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

7. Share-Based Payments

During the three and six months ended June 30, 2013, the Company granted 1,180,000 stock options, with 60,000 vesting over three years and 1,120,000 vesting over five years, and had zero options exercised. Notwithstanding the time based vesting above, acceleration of vesting for the 1,120,000 options granted would occur if the stock price reached certain pre-determined average values over a continuous 30 day period. As of June 30, 2013, there were approximately 1.8 million options outstanding.

During the three months ended June 30, 2013, 15,000 shares of restricted stock vested, and during the six months ended June 30, 2013, 21,250 shares of restricted stock vested. As of June 30, 2013, there were 96,250 shares of restricted stock outstanding.

The following table summarizes stock compensation for the three and six months ended June 30, 2013 and 2012:

 

		Three months ended June 30,								Six months ended June 30,
		2013				2012				2013				2012
Cost of revenue		$	61			$	206			$	119			$	387
General and administrative			299				323				539				782
		$	360			$	529			$	658			$	1,169

As of June 30, 2013, there was approximately $4.4 million of total unrecognized compensation cost related to unvested stock compensation arrangements. This cost is expected to be fully amortized over the next five years, with approximately $0.7 million, $1.5 million, $1.1 million, $0.5 million, $0.4 million, and $0.2 million amortized during the remainder of 2013, 2014, 2015, 2016, 2017 and 2018, respectively. The cost of stock compensation is included in the Company’s Consolidated Statements of Income and expensed over the service period of the options.

8. Debt

The Company’s senior credit facility, as amended in December 2010 and subsequently amended in December 2012, consists of a revolving line of credit with a borrowing capacity of up to an $80.0 million principal amount, and a $45.0 million accordion feature allowing us to increase our borrowing capacity to up to a $125.0 million principal amount, subject to obtaining commitments for the incremental capacity from existing or new lenders. The outstanding borrowings are collateralized by a security interest in substantially all the Company’s assets. The lenders also require a direct assignment of all contracts at the lenders’ discretion. The outstanding balance under the credit facility accrues interest based on one-month LIBOR plus an applicable margin, ranging from 225 to 325 basis points, based on the ratio of our outstanding senior funded debt to Earnings before Interest, Taxes, Depreciation, and Amortization (EBITDA) as defined in the credit facility agreement. The credit facility expires on December 13, 2014.

The credit facility contains various restrictive covenants that, among other things, restrict the Company’s ability to: incur or guarantee additional debt; make certain distributions, investments and other restricted payments, including limits on cash dividends on the Company’s outstanding common stock; enter into transactions with certain affiliates; create or permit certain liens; and consolidate, merge, or sell assets. In addition, the credit facility contains certain financial covenants that require the Company to: maintain a minimum tangible net worth; maintain a minimum fixed charge coverage ratio and a minimum funded debt to earnings ratio; and limit capital expenditures below certain thresholds. As of June 30, 2013 and December 31, 2012, the Company was in compliance with all of its loan covenants.

 

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NCI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

8. Debt – continued

 

The credit facility allows the Company to use borrowings thereunder of up to $17.5 million to repurchase shares of Class A common stock. No stock repurchases took place in the six months ended June 30, 2013. At June 30, 2013, $16.7 million was remaining under the Board of Directors’ authorization for shares repurchases.

During the second quarter of 2013, NCI had a weighted average outstanding loan balance of $23.1 million which accrued interest at a weighted average borrowing rate of 2.7%. During the second quarter of 2012, NCI had a weighted average outstanding loan balance of $42.8 million which accrued interest at a weighted average borrowing rate of 2.5%.

As of June 30, 2013, the outstanding balance under the credit facility was $10.0 million and interest accrued at a rate of one-month LIBOR plus 250 basis points, or 2.7%. As of December 31, 2012, the outstanding balance under the credit facility was $17.5 million and interest accrued at a rate of LIBOR plus 250 basis points, or 2.7%.

9. Restructuring Charge

During December 2011, management committed to, implemented, and completed a restructuring plan. The restructuring was done to reduce costs through downsizing our existing work force and physical locations.

The activity and balance of the restructuring liability accounts for the year ended December 31, 2012 and for the six months ended June 30, 2013 are as follows:

 

		Severance and Related Costs				Lease and Facilities Exit Costs				Total
Balance as of January 1, 2012		$	364			$	2,577			$	2,941
Adjustments			—				(4	)			(4	)
Cash payments			(364	)			(1,000	)			(1,364	)
Balance as of December 31, 2012			—				1,573				1,573
Adjustments			—				—				—
Cash payments			—				(342	)			(342	)
Balance as of June 30, 2013		$	—			$	1,231			$	1,231
Amounts contained in balance sheet as of June 30, 2013
Other accrued expenses			—				449				449
Other long-term liabilities			—				782				782
Total		$	—			$	1,231			$	1,231

The accrued amounts related to the lease and facilities exit costs will be reduced over the respective lease terms, the longest of which extends through 2017.

10. Related Party Transactions

The Company purchased services under a subcontract from Net Commerce Corporation, which is a Government contractor wholly-owned by Mr. Rajiv Narang, the son of Mr. Charles K. Narang, the Chairman and Chief Executive Officer of the Company. For the three months ended June 30, 2013 and 2012, the expense incurred under this agreement was approximately $249,000 and $197,000, respectively. For the six months ended June 30, 2013 and 2012, the expense incurred under this agreement was approximately $490,000 and $411,000, respectively. As of June 30, 2013 and December 31, 2012, approximate outstanding amounts due to Net Commerce Corporation were $0 and $72,000, respectively.

The Company believes this agreement was at a market rate as of the date thereof.

11. Contingencies

Government Audits

Payments to the Company on U.S. Federal Government contracts are subject to adjustment upon audit by various agencies of the U.S. Federal Government. Audits of costs have been performed by the Defense Contract Audit Agency through 2007 for NCI Information Systems, Inc., our primary corporate vehicle for Government contracting. In the opinion of management, the final determination of costs and related payments for unaudited years will not have a material effect on the Company’s financial position, results of operations, or liquidity, and management believes it has adequately provided for any amounts owed to customers resulting from cost disallowances.

Litigation

The Company is party to various legal actions, claims, government inquiries, and audits resulting from the normal course of business. Management is of the opinion that any liability or loss associated with such matters, either individually or in the aggregate, will not have a material adverse effect on the Company’s operations, or liquidity.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements regarding our business, financial condition, results of operations, and prospects. There are statements made herein, which may not address historical facts and, therefore, could be interpreted to be forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are subject to factors that could cause actual results to differ materially from anticipated results. The factors that could cause actual results to differ materially from those anticipated include, but are not limited to, the following:

 

•

Our dependence on our contracts with U.S. Federal Government agencies, particularly within the U.S. Department of Defense, for the majority our revenue; a change in funding of our contracts due to bid protests; changes in U.S. Federal Government spending priorities; changes in contract type, particularly changes from cost-plus fee or time-and-material type contracts to firm fixed-price type contracts

 

•

A reduction in the overall U.S. Defense budget, volatility in spending authorizations for Defense and Intelligence-related programs by the U.S. Federal Government or a shift in spending to programs in areas where we do not currently provide services

 

•

Delays in the U.S. Federal Government appropriations process, or budgetary cuts resulting from Congressional committee recommendations or automatic sequestration under the Budget Control Act of 2011, and U.S. Federal Governmental shutdowns (such as the shutdown that occurred during the U.S. Federal Government’s 1996 fiscal year)

 

•

Changes in U.S. Federal Government programs or requirements, including the increased use of small business providers

 

•

Failure to achieve contract awards in connection with recompetes for present business and/or competition for new business

 

•

U.S. Federal Government agencies more frequently awarding contracts on a technically acceptable/lowest cost basis in order to reduce expenditures

 

•

Adverse results of U.S. Federal Government audits of our government contracts

 

•

Competitive factors, such as pricing pressures and competition to hire and retain employees (particularly those with security clearances)

 

•

Failure to identify and successfully integrate future acquired companies or businesses into our operations or to realize any accretive or synergistic effects from such acquisitions, or effectively integrate acquisitions appropriate to the achievement of our strategic plans

 

•

Economic conditions in the United States, including conditions that result from terrorist activities or war

 

•

Material changes in policies, laws, or regulations applicable to our businesses, particularly legislation affecting (i) U.S. Federal Government contracts for services, (ii) outsourcing of activities that have been performed by the U.S. Federal Government, (iii) U.S. Federal Government contracts containing organizational conflict of interest clauses, (iv) delays related to agency specific funding freezes, and (v) competition for task orders under Government Wide Acquisition Contracts, agency-specific Indefinite Delivery/Indefinite Quantity contracts and/or schedule contracts with the General Services Administration

 

•

U.S. Federal Government’s “insourcing” of previously contracted support services and the realignment of funds to non-defense related programs

 

•

Our ability to achieve the objectives of near-term or long-range business plans, particularly revenue growth, and the ability to realize future deferred tax assets benefits

 

•

Risk of contract non-performance or termination

Some of these important factors are outlined under Item 1A. Risk Factors and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2012 filed with the SEC, and from time to time, in other filings with the SEC, such as our Forms 8-K and 10-Q. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee our future results, level of activity, or performance. We undertake no obligation to update publicly or revise any forward-looking statements. You should not place undue reliance on any forward-looking statements.

In this document, unless the context indicates otherwise, the terms “Company,” “NCI,” “we,” “us,” and “our” refer to NCI, Inc., a Delaware corporation, and, where appropriate, its subsidiaries.

 

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Overview

NCI is a worldwide provider of enterprise services and solutions to Defense, Intelligence, Healthcare, and Civilian Government agencies. Inspired by our customers’ missions and driven by their challenges, we focus on helping our customers achieve higher levels of performance by utilizing cutting-edge technologies and methodologies in the following capability areas:

 

•

Cloud Computing and Data Center Consolidation

 

•

Cybersecurity and Information Assurance

 

•

Engineering and Logistics Support

 

•

Enterprise Information Management and Advanced Analytics

 

•

Health IT and Medical Support

 

•

IT Service Management

 

•

Software and Systems Development/Integration

 

•

Modeling, Simulation, and Training

Our team of highly skilled professionals is committed to service excellence and delivers innovative, cost-effective enterprise services and solutions on time and within budget. We are focused on reshaping the way services and solutions are delivered to our customers in order to proactively understand and meet their mission needs and enable them to rapidly adapt to dynamic environments. Headquartered in Reston, Virginia, NCI currently operates in more than 100 locations around the globe. We report operating results and financial data as one reportable segment.

Key Financial Metrics

Prime Contractor Revenue

The following table shows our revenue derived from contracts on which we serve as a prime contractor.

 

		Three months ended June 30,								Six months ended June 30,
		2013				2012				2013				2012
Revenue derived from prime contracts			89	%			87	%			90	%			87	%

Customer Group Revenue

The following table shows our revenue from the client groups listed as a percentage of total revenue for the period shown.

 

		Three months ended June 30,								Six months ended June 30,
		2013				2012				2013				2012
Department of Defense and intelligence agencies			75	%			75	%			75	%			76	%
U.S. Federal civilian agencies			25	%			25	%			25	%			24	%

Contract Type Revenue

Our services and solutions are provided under three types of contracts: time-and-materials; cost-plus fee; and firm fixed-price. Our contract mix varies from year to year due to numerous factors including our business strategies and U.S. Federal Government procurement objectives.

The following table shows our revenue from each of these types of contracts as a percentage of our total revenue for the periods shown.

 

		Three months ended June 30,								Six months ended June 30,
		2013				2012				2013				2012
Time-and-materials			23	%			25	%			22	%			26	%
Cost-plus fee			48	%			51	%			50	%			51	%
Firm fixed-price			29	%			24	%			28	%			23	%

We expect our percent of total revenue from cost-plus fee type contracts to increase and our percent of total revenue from time-and-materials contracts to decrease for the remainder of the year.

 

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The amount of risk and potential reward varies under each type of contract. Under time-and-materials contracts, we are paid a fixed hourly rate by labor category. To the extent that our actual labor costs vary significantly from the negotiated hourly rates, we may generate more or less than the targeted amount of profit. We are typically reimbursed for other contract direct costs and expenses at our cost, and typically receive no fee on those costs. For cost-plus fee contracts, there is limited financial risk, because we are reimbursed all our allowable costs, although the profit margins tend to be lower on cost-plus fee contracts. Under firm fixed-price contracts, we perform specific tasks or provide specified goods for a predetermined price. Compared to time-and-materials and cost-plus fee contracts, firm fixed-price service contracts generally offer higher profit margin opportunities but involve greater financial risk because we would bear the impact of potential cost overruns in return for the full benefit of any cost savings.

Contract Backlog

 

As of		Funded backlog				Total backlog
		(in millions)
June 30, 2013		$	142			$	570
December 31, 2012		$	212			$	706

We define backlog as our estimate of the remaining future revenue from existing signed contracts over the remaining base contract performance period and from the option periods of those contracts that we believe have a more likely than not probability of being exercised. Our backlog does not include any estimate of future potential delivery orders that might be awarded under our GWAC, agency-specific IDIQ, or other multiple-award contract vehicles. We define funded backlog as the portion of backlog for which funding currently is appropriated and obligated to us under a contract or other authorization for payment signed by an authorized purchasing agency, less the amount of revenue we have previously recognized. Our funded backlog does not represent the full potential value of our contracts, as Congress often appropriates funds for a particular program or agency on a quarterly or yearly basis, even though the contract may provide for the provision of services over a number of years. We define unfunded backlog, not included above, as the total backlog less the funded backlog. Unfunded backlog includes values for contract options that have been priced but not yet funded. Additional information on how we determine backlog is included in our Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC.

 

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Results of Operations

Three Months Ended June 30, 2013 Compared to Three Months Ended June 30, 2012

The following table sets forth certain items from our consolidated statements of income and expresses each item in dollars and as a percentage of revenue for the periods indicated:

 

		Three months ended June 30,
		2013				2012				2013				2012
		(in thousands)								(as a percentage of revenue)
Revenue		$	82,971			$	91,186				100.0	%			100.0	%
Operating expenses:
Cost of revenue			71,991				80,303				86.8				88.1
General and administrative expenses			6,129				6,342				7.4				7.0
Depreciation and amortization			1,527				1,690				1.8				1.8
Total operating expenses			79,647				88,335				96.0				96.9
Operating income			3,324				2,851				4.0				3.1
Interest expense, net			248				360				0.3				0.4
Income before income taxes			3,076				2,491				3.7				2.7
Provision for income taxes			1,265				1,012				1.5				1.1
Net income		$	1,811			$	1,479				2.2	%			1.6	%

Revenue

For the three months ended June 30, 2013, total revenue decreased by 9.0%, or $8.2 million from $91.2 million to $83.0 million, from the same period a year ago. The decrease resulted primarily from the expiration of task orders and contracts, reductions in scope of work, including $3.8 million from our PEO Soldier contract, which accounted for 13.9% of our revenue as compared with 16.8% of our revenue for the same period during 2012. Revenue also declined due to funding shortfalls from customer budgetary constraints, offset somewhat by revenue from new contracts and task orders.

Cost of revenue

Cost of revenue decreased 10.4%, or $8.3 million, for the three months ended June 30, 2013, as compared to the same period a year ago. This decrease was primarily the result of reduced costs in support of our PEO Soldier contract and other reductions in scope of work. Cost of revenue was 86.8% and 88.1% for the quarters ended June 30, 2013 and 2012, respectively. This decrease was primarily the result of improved contract performance and reduced overhead expenses.

General and administrative expenses

General and administrative expenses decreased 3.4%, or $0.2 million, for the three months ended June 30, 2013 as compared to the same period a year ago. The decrease was primarily due to lower personnel costs, partially offset by higher business development costs.

Depreciation and amortization

Depreciation and amortization expense was approximately $1.5 and $1.7 million for the quarters ended June 30, 2013 and 2012, respectively. The decrease was primarily due to reduced amortization expense of intangible assets as some intangible assets have become fully amortized.

Interest Expense, net

Net interest expense was approximately $0.2 million for the quarter ended June 30, 2013 as compared to net interest expense of $0.4 million for the corresponding quarter during 2012. The decrease was primarily attributed to a lower overall weighted average loan balance, offset slightly by a higher weighted average borrowing rate.

Income taxes

For the three months ended June 30, 2013, the increase in income taxes of $0.3 million was the result of the increase in pretax income and by a slightly higher effective income tax rate. The effective income tax rate was approximately 41.1% and 40.6% for the quarters ended June 30, 2013 and 2012, respectively. The higher effective income tax rate for the three months ended June 30, 2013 was the result of an increase in the blended state rate from our current state revenue allocation of our subsidiaries.

 

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Six Months Ended June 30, 2013 Compared to Six Months Ended June 30, 2012

The following table sets forth certain items from our consolidated statements of income and expresses each item in dollars and as a percentage of revenue for the periods indicated:

 

		Six months ended June 30,
		2013				2012				2013				2012
		(in thousands)								(as a percentage of revenue)
Revenue		$	174,512			$	190,262				100.0	%			100.0	%
Operating expenses:
Cost of revenue			152,468				167,748				87.3				88.2
General and administrative expenses			11,990				13,086				6.9				6.9
Depreciation and amortization			3,145				3,463				1.8				1.8
Total operating expenses			167,603				184,297				96.0				96.9
Operating income			6,909				5,965				4.0				3.1
Interest expense, net			499				811				0.3				0.4
Income before income taxes			6,410				5,154				3.7				2.7
Provision for income taxes			2,624				2,090				1.5				1.1
Net income		$	3,786			$	3,064				2.2	%			1.6	%

Revenue

For the six months ended June 30, 2013, total revenue decreased 8.3%, or $15.8 million from $190.3 million to $174.5 million, from the same period a year ago. The decrease resulted primarily from reductions in scope of work, including $9.7 million from our PEO Soldier contract, and $6.1 million as a result of funding shortfalls from customer budgetary constraints and the expiration of task orders and contracts, offset somewhat by revenue from new contracts and task orders.

Cost of revenue

Cost of revenue decreased 9.1%, or $15.3 million from $167.8 million to $152.5 million, for the six months ended June 30, 2013, as compared to the same period a year ago. This decrease was primarily the result of reduced costs in support of our PEO Soldier contract and other reductions in scope of work. Cost of revenue represented 87.3% of revenue for the quarter ended June 30, 2013, as compared to 88.2% for the quarter ended June 30, 2012. This decrease was primarily the result of improved contract performance, the receipt of award fees on certain cost-plus fee contracts, and reduced overhead expenses.

General and administrative expenses

General and administrative expenses decreased 8.4%, or $1.1 million, for the six months ended June 30, 2013, as compared to the same period a year ago. The decrease was primarily due to lower personnel costs and the associated indirect costs, lower stock compensation costs, among other factors, offset partially by higher business development costs.

Depreciation and amortization

Depreciation and amortization expense was approximately $3.1 and $3.5 million for the six months ended June 30, 2013 and 2012, respectively. The decrease was primarily due to the reduction in the amortization expense of intangible assets, as some intangible assets have become fully amortized.

Interest expense, net

Net interest expense was approximately $0.5 million for the six months ended June 30, 2013 and approximately $0.8 million for the six months ended June 30, 2012. The decrease was primarily attributed to a lower weighted average loan balance offset by a slightly higher weighted average borrowing rate.

Income taxes

For the six months ended June 30, 2013, income taxes increased to $2.6 million from $2.1 million on increased pretax income and a higher effective tax rate. The effective income tax rate for the six months ended June 30, 2013 was approximately 40.9% as compared to an effective income tax rate of 40.6% for the six months ended June 30, 2012. The higher effective income tax rate for the six months ended June 30, 2013 was the result of an increase in the blended state rate from our current state revenue allocation of our subsidiaries.

 

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Trends in Revenue

We expect our revenue to continue to decline in 2013 as compared to 2012, due to the expiration of task orders and contracts within our core contract base, the reduction in scope on certain contracts and lost contract recompetes, among other factors, including shifting budget priorities of the U.S. Federal Government. We do not expect that revenue derived from new business in the remaining quarters in 2013 will meaningfully offset the anticipated expiration of task orders and contracts leading to a reduction in earnings per share in the second half of the year.

Liquidity and Capital Resources

Our primary liquidity needs are for financing working capital, capital expenditures, and making selective strategic acquisitions. Historically, we have relied primarily on our cash flow from operations and borrowings under our credit facility to provide the capital for our liquidity needs. As part of our growth strategy, we may pursue acquisitions that could require us to incur additional debt or issue new equity. We expect the combination of our current cash, cash flow from operations, and the available borrowing capacity under our credit facility to continue to meet our normal working capital and capital expenditure requirements.

During the second quarter of 2013, the balance of accounts receivable increased by $0.8 million to $63.1 million at the end of the quarter, as compared to December 31, 2012. Day’s sales outstanding of accounts receivable (DSO) was 69 days as of June 30, 2013, up 5 days from the 64 days reported as of December 31, 2012. The increase in DSO is primarily associated with the normal fluctuations in the timing of receipts on our contracts. Net cash provided by operating activities was $8.2 million at June 30, 2013. Cash provided by operating activities was $16.5 million for the second quarter of 2013.

Our Board of Directors authorized management to repurchase up to $25.0 million of our Class A common stock pursuant to a stock repurchase program in 2010. The December 2012 amendment to the credit facility authorized repurchases of up to $17.5 million of our Class A common stock. If shares are repurchased, the shares will be repurchased pursuant to open market purchases, privately negotiated transactions, or block transactions. We have no obligation to repurchase shares under the authorization, and the timing, actual number and value of the shares which are repurchased (and the manner of any such repurchase) will be at the discretion of management and will depend on a number of factors, including the price of our common stock, an increase in the Company’s cash needs, a decrease in the Company’s available cash, borrowing capacity under our credit facility, interest rates, and the Company’s financial performance and position. We may suspend or discontinue repurchases at any time. No stock repurchases took place in the six months ended June 30, 2013. At June 30, 2013, $16.7 million was remaining under the Board of Director’s authorization for shares repurchases.

Credit Facility: Our senior credit facility is a revolving line of credit with a borrowing capacity of up to an $80.0 million principal amount. The credit facility also has a $45.0 million accordion feature allowing us to increase our borrowing capacity to up to $125.0 million principal amount, subject to obtaining commitments for the incremental capacity from existing or new lenders. The outstanding balance under the credit facility accrues interest based on one-month LIBOR plus an applicable margin (spread), ranging from 225 to 325 basis points, based on the amount of our outstanding senior debt to Earnings before Interest, Taxes, Depreciation, and Amortization (EBITDA) as defined in the credit facility agreement. Through June 30, 2013, the amended credit facility agreement provides for a minimum margin floor of 250 basis points. The accrued interest is due and payable monthly. The outstanding borrowings are collateralized by a security interest in substantially all the Company’s assets. The lenders also require a direct assignment of all contracts at the lenders’ discretion. The credit facility expires on December 13, 2014. We do not currently hedge our interest rate risk. The credit facility allows us to use borrowings thereunder of up to $17.5 million to repurchase shares of our common stock.

Funds borrowed under the credit facility will be used to finance possible future acquisitions, and for working capital requirements, stock repurchases, and general corporate uses. As of June 30, 2013, there was $10.0 million due under the credit facility, reflecting net repayments of $7.5 million during 2013.

The loan interest accrual rate is set monthly at one-month LIBOR plus a set amount (spread) per the credit facility, amended in December 2012.

The credit facility contains various restrictive covenants that, among other things, restrict the Company’s ability to: incur or guarantee additional debt; make certain distributions, investments and other restricted payments, including cash dividends on the Company’s outstanding common stock; enter into transactions with certain affiliates; create or permit certain liens; and consolidate, merge, or sell assets. In addition, the credit facility contains certain financial covenants that require the Company to: maintain a minimum tangible net worth; maintain a minimum fixed charge coverage ratio and a minimum funded debt to earnings ratio; and limit capital expenditures below certain thresholds. As of June 30, 2013, we were in compliance with all our loan covenants.

 

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Off-Balance Sheet Arrangements

We do not have any material off-balance sheet arrangements.

Critical Accounting Policies

There have been no significant changes to our Critical Accounting Policies during the first six months of 2013. Refer to our Critical Accounting Policies section in our Annual Report on Form 10-K for the year ended December  31, 2012 filed with the SEC.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our exposure to market risk relates to changes in interest rates for borrowings under our credit facility. A change of 1% in interest rates would have changed our interest expense and cash flow by approximately $0.1 million for the three months ended June 30, 2013, and approximately $0.2 million for the six months ended June 30, 2013.

Additionally, we are subject to credit risks associated with our cash, cash equivalents, and accounts receivable. We believe that the concentration of credit risk with respect to cash equivalents is limited due to the high credit quality of these investments. Our investment policy requires that we invest excess cash in high-quality investments which preserve principal, provide liquidity, and minimize investment risk. We believe that our credit risk associated with accounts receivable is limited as they are primarily with the U.S. Federal Government or prime contractors working for the U.S. Federal Government.

Item 4. Controls and Procedures

Evaluation of the Effectiveness of Disclosure Controls and Procedures

As of June 30, 2013, under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer, we have evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended. Based on this evaluation, our chief executive officer and our chief financial officer have concluded that our disclosure controls and procedures were effective, as of June 30, 2013, such that the information that is required to be disclosed in our reports filed with the SEC (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to management, including our chief executive officer and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

The Company made no change to its internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) identified in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act during the three months ended June 30, 2013 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

 

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PART II

OTHER INFORMATION

Item 1. Legal Proceedings

The Company is party to various legal actions, claims, government inquiries, and audits resulting from the normal course of business. The Company believes that the probability is remote that any resulting liability will have a material effect on the Company’s financial position, results of operations, or cash flows.

Item 1A. Risk Factors

There have been no significant changes from those discussed in Item 1A. “Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended December  31, 2012, filed with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

 

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Item 6. Exhibits

 

Number		Description
2.1		Stock Purchase Agreement among NCI Information Systems, Inc. (“NCIIS”), a wholly owned subsidiary of NCI, and stockholders of AdvanceMed Corporation dated as of February 24, 2012 (incorporated herein by reference from Exhibit 2.1 to registrant’s Current Report on Form 8-K, as filed with the Commission on April 4, 2012)
3.1		Amended and Restated Certificate of Incorporation of the Registrant (incorporated herein by reference from Exhibit 3.1 to registrant’s Registration Statement on Form S-1 (File No. 333-127006), as filed with the Commission on October 4, 2005, as amended).
3.2		Bylaws of the Registrant (incorporated herein by reference from Exhibit 3.2 to registrant’s Registration Statement on Form S-1 (File No. 333-127006), as filed with the Commission on July 29, 2005).
4.1		Specimen Class A Common Stock Certificate (incorporated herein by reference from Exhibit 4.1 to registrant’s Registration Statement on Form S-1 (File No. 333-127006), as filed with the Commission on October 20, 2005, as amended).
4.2*		NCI, Inc. Amended and Restated 2005 Performance Incentive Plan (incorporated herein by reference from Appendix A to registrant’s Definitive Proxy Statement on Schedule 14A, as filed with the Commission on April 30, 2009).
4.3*		Form of Amended and Restated 2005 Performance Incentive Plan Notice of Stock Option Grant and Stock Option Agreement (incorporated herein by reference from Exhibit 4.2 to registrant’s Current Report on Form 8-K, as filed with the Commission on June 12, 2009).
4.4*		NCI, Inc. Amended and Restated 2005 Performance Incentive Plan (incorporated herein by reference from Appendix A to registrant’s Proxy Statement on Form DEF 14A, as filed with the Commission on April 30, 2009).
4.5*		Form of Amended and Restated 2005 Performance Incentive Plan Notice of Stock Option Grant and Stock Option Agreement (incorporated herein by reference from Exhibit 4.2 to registrant’s Current Report on Form 8-K, as filed with the Commission on June 12, 2009).
10.1		Amended and Restated Loan and Security Agreement, dated as of December 13, 2010, by and among NCI, Inc., NCI Information Systems Incorporated, Operational Technologies Services, Inc., as Borrowers, the several banks and financial institutions from time to time parties thereto, as Lenders, SunTrust Bank as the Administrative Agent to the Lenders and SunTrust Robinson Humphrey, Inc., as Lead Arranger and Book Manager (incorporated by reference from Exhibit 10.1 to registrant’s Current Report on Form 8-K dated December 13, 2010, and filed with the Commission on December 15, 2010).
10.2*		Executive Change in Control and Severance Agreement, dated March 9, 2013, by and among, NCI, Inc. and Brian J. Clark. (incorporated herein by reference from Exhibit 10.2 to registrant’s Annual Report on Form 10-K (File No. 000-51579), as filed with the Commission on March 12, 2013).
10.3*		Executive Change in Control and Severance Agreement, dated March 9, 2013, by and among, NCI, Inc. and Marco de Vito (incorporated herein by reference from Exhibit 10.3 to registrant’s Annual Report on Form 10-K (File No. 000-51579), as filed with the Commission on March 12, 2013).
10.4*		Executive Change in Control and Severance Agreement, dated March 9, 2013, by and among, NCI, Inc. and Michele R. Cappello (incorporated herein by reference from Exhibit 10.4 to registrant’s Annual Report on Form 10-K (File No. 000-51579), as filed with the Commission on March 12, 2013).
10.5*		Executive Change in Control and Severance Agreement, dated March 9, 2013, by and among, NCI, Inc. and Lucas J. Narel (incorporated herein by reference from Exhibit 10.5 to registrant’s Annual Report on Form 10-K (File No. 000-51579), as filed with the Commission on March 12, 2013).
31.1‡		Certification of the Chief Executive Officer pursuant to rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
31.2‡		Certification of the Chief Financial Officer pursuant to rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
32.1‡		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Extension Schema
101.CAL		XBRL Extension Calculation Linkbase
101.DEF		XBRL Extension Definition Linkbase
101.LAB		XBRL Extension Label Linkbase
101.PRE		XBRL Extension Presentation Linkbase

 

‡	Included with this filing.

*	Management Contract or Compensatory Plan or Arrangement.

 

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SIGNATURES

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

 

						NCI, Inc.
						Registrant
Date: July 31, 2013				By:		/s/ LUCAS J. NAREL
						Lucas J. Narel
						Executive Vice President, Chief Financial Officer
						and Treasurer

 

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