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Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X]

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

 

 

 

For the quarterly period ended September 30, 2018

or

[  ]

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

 

 

 

For the transition period from ________ to ________

 

Commission File Number 001-35929

 

         National Research Corporation         

(Exact name of Registrant as specified in its charter)

 

Wisconsin

 

47-0634000

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

1245 Q Street, Lincoln, Nebraska          68508

 

 

(Address of principal executive offices) (Zip Code)

 

 

 

(402) 475-2525

 

 

(Registrant’s telephone number, including area code)

 

 

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.

Yes  ☒  No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☒  No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer     

Non-accelerated filer

☐    

Smaller reporting company

 

 

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.    ☐
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.)

Yes ☐    No  ☒ 

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

 

Common Stock, $.001 par value, outstanding as of October 26, 2018: 24,762,212

 

 

 

NATIONAL RESEARCH CORPORATION

 

FORM 10-Q INDEX

 

For the Quarter Ended September 30, 2018

 

 

 

Page No.

 

 

 

PART I.

FINANCIAL INFORMATION

 

 

 

 

 

 

Item 1.

Financial Statements

 

 

 

 

 

 

 

Condensed Consolidated Balance Sheets

4

 

 

Condensed Consolidated Statements of Income

5

 

 

Condensed Consolidated Statements of Comprehensive Income

6

 

 

Condensed Consolidated Statements of Shareholders' Equity

7

 

 

Condensed Consolidated Statements of Cash Flows

8

 

 

Notes to Condensed Consolidated Financial Statements

9-22

 

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

23-29

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

30

 

 

 

 

 

Item 4.

Controls and Procedures

30

 

 

 

 

PART II.

OTHER INFORMATION

 

 

 

 

 

Item 1.

Legal Proceedings

31

 

 

 

 

 

Item 1A.

Risk Factors

31

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

31

 

 

 

 

 

Item 6.

Exhibits

32

 

 

 

 

Signatures

33

 

 

 

Special Note Regarding Forward-Looking Statements

 

Certain matters discussed in this Quarterly Report on Form 10-Q are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can generally be identified as such because the context of the statement includes phrases such as National Research Corporation, doing business as NRC Health (“NRC Health,” the “Company,” “we,” “our,” “us” or similar terms), “believes,” “expects,” or other words of similar import. Similarly, statements that describe the Company’s future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which could cause actual results or outcomes to differ materially from those currently anticipated. Factors that could affect actual results or outcomes include, without limitation, the following factors:

 

 

The possibility of non-renewal of the Company’s client service contracts and retention of key clients;

 

 

The Company’s ability to compete in its markets, which are highly competitive, and the possibility of increased price pressure and expenses;

 

 

The effects of an economic downturn;

 

 

The impact of consolidation in the healthcare industry;

 

 

The impact of federal healthcare reform legislation or other regulatory changes;

 

 

The Company’s ability to attract and retain key managers and other personnel;

 

 

The possibility that the Company’s intellectual property and other proprietary information technology could be copied or independently developed by its competitors;

 

 

The possibility that the Company could be subject to security breaches or computer viruses; and

 

 

The factors set forth under the caption “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, as such section may be updated or supplemented by Part II, Item 1A of the Company’s subsequently filed Quarterly Reports on Form 10-Q (including this Report).

 

Shareholders, potential investors and other readers are urged to consider these and other factors in evaluating the forward-looking statements, and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included are only made as of the date of this Quarterly Report on Form 10-Q and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances except as required by the federal securities laws.

 

 

PART I – Financial Information

ITEM 1. Financial Statements

 

NATIONAL RESEARCH CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts and par value)

 

   

September 30,

2018

   

December 31,

2017

 
   

(unaudited)

         

Assets

               

Current assets:

               

Cash and cash equivalents

  $ 7,273     $ 34,733  

Trade accounts receivable, less allowance for doubtful accounts of $197 and $200, respectively

    16,544       14,806  

Prepaid expenses

    3,674       2,310  

Income taxes receivable

    1,001       375  

Other current assets

    278       35  

Total current assets

    28,770       52,259  
                 

Net property and equipment

    14,269       12,359  

Intangible assets, net

    2,260       2,764  

Goodwill

    57,955       58,021  

Deferred contract costs, net

    3,371       --  

Other

    2,092       1,913  
                 

Total assets

  $ 108,717     $ 127,316  
                 

Liabilities and Shareholders’ Equity

               

Current liabilities:

               

Current portion of notes payable

  $ 3,623     $ 1,067  

Accounts payable

    839       593  

Accrued wages, bonus and profit sharing

    4,586       6,597  

Accrued expenses

    3,266       2,882  

Current portion of capital lease obligations

    202       71  

Income taxes payable

    70       --  

Dividends payable

    4,209       4,222  

Deferred revenue

    18,642       16,878  

Total current liabilities

    35,437       32,310  
                 

Notes payable, net of current portion

    35,109       -  

Deferred income taxes

    6,599       4,030  

Other long term liabilities

    1,433       935  

Total liabilities

    78,578       37,275  
                 

Shareholders’ equity:

               

Preferred stock, $0.01 par value, authorized 2,000,000 shares, none issued

    --       --  

Common Stock (formerly Class A), $0.001 par value; authorized 60,000,000 shares, issued 29,830,307 in 2018 and 25,835,230 in 2017, outstanding 24,762,212 in 2018 and 20,936,703 in 2017

    30       26  

Class B Common stock, $0.001 par value; 4,319,256 issued and 3,535,238 outstanding in 2017

    --       4  

Additional paid-in capital

    156,384       51,025  

Retained earnings (accumulated deficit)

    (97,027

)

    77,574  

Accumulated other comprehensive (loss) income

    (2,053

)

    (1,635

)

Treasury stock, at cost; 5,068,095 Common (formerly Class A) shares in 2018 and 4,898,527 in 2017 and 784,018 Class B shares in 2017

    (27,195

)

    (36,953

)

Total shareholders’ equity

    30,139       90,041  
                 

Total liabilities and shareholders’ equity

  $ 108,717     $ 127,316  

    

See accompanying notes to condensed consolidated financial statements

 

 

 

NATIONAL RESEARCH CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except for per share amounts, unaudited)

 

   

Three months ended
September 30,

   

Nine months ended
September 30,

 
   

2018

   

2017

   

2018

   

2017

 
                                 

Revenue

  $ 30,013     $ 28,951     $ 89,047     $ 87,661  
                                 

Operating expenses:

                               

Direct

    11,780       12,267       35,685       36,706  

Selling, general and administrative

    7,679       8,430       23,486       22,021  

Depreciation and amortization

    1,388       1,132       3,996       3,376  

Total operating expenses

    20,847       21,829       63,167       62,103  
                                 

Operating income

    9,166       7,122       25,880       25,558  
                                 

Other income (expense):

                               

Interest income

    3       29       57       58  

Interest expense

    (544

)

    (18

)

    (990

)

    (68

)

Other, net

    (242

)

    40       222       76  
                                 

Total other (expense) income

    (783

)

    51       (711

)

    66  
                                 

Income before income taxes

    8,383       7,173       25,169       25,624  
                                 

Provision for income taxes

    1,391       3,020       2,923       9,198  
                                 

Net income

  $ 6,992     $ 4,153     $ 22,246     $ 16,426  
                                 

Earnings Per Share of Common Stock:

                               

Basic Earnings Per Share:

                               

Common (formerly Class A)

  $ 0.28     $ 0.10     $ 0.76     $ 0.39  

Class B

  $ --     $ 0.59     $ 1.31     $ 2.34  

Diluted Earnings Per Share:

                               

Common (formerly Class A)

  $ 0.27     $ 0.09     $ 0.73     $ 0.38  

Class B

  $ --     $ 0.57     $ 1.27     $ 2.28  
                                 

Dividends Per Share of Common Stock:

                               
                                 

Common (formerly Class A)

  $ 0.17     $ 0.10     $ 0.44     $ 0.30  

Class B

  $ --     $ 0.60     $ 0.60     $ 1.80  
                                 

Weighted average shares and share equivalents outstanding:

                               

Common (formerly Class A) – basic

    24,671       20,788       23,184       20,759  

Class B – basic

    --       3,514       3,527       3,514  

Common (formerly Class A) – diluted

    25,526       21,740       24,083       21,537  

Class B – diluted

    --       3,620       3,628       3,595  

 

See accompanying notes to condensed consolidated financial statements

 

 

 

NATIONAL RESEARCH CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, unaudited)

 

   

Three months ended
September 30,

   

Nine months ended

September 30,

 
   

2018

   

2017

   

2018

   

2017

 
                                 

Net income

  $ 6,992     $ 4,153     $ 22,246     $ 16,426  

Other comprehensive income:

                               

Foreign currency translation adjustment

    280       599       (418

)

    1,098  

Other comprehensive income

  $ 280     $ 599     $ (418

)

  $ 1,098  
                                 

Comprehensive Income

  $ 7,272     $ 4,752     $ 21,828     $ 17,524  

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

NATIONAL RESEARCH CORPORATION AND SUBSIDIARY

CONDENSED Consolidated Statements of Shareholders’ Equity

(In thousands, except share and per share amounts, unaudited)

 

   

Common
Stock

(formerly

Class A)

   

Class B

Common
Stock

   

Additional
Paid-in
Capital

   

Retained
Earnings

(Accumulated deficit)

   

Accumulated

Other
Comprehensive
Income(Loss)

   

Treasury

Stock

   

Total

 
                                                         

Balances at December 31, 2017

  $ 26     $ 4     $ 51,025     $ 77,574     $ (1,635

)

  $ (36,953

)

  $ 90,041  

Purchase of 169,568 shares of class A and 3,677 shares of class B treasury stock

    --       --       --       --       --       (6,141

)

    (6,141

)

Issuance of 380,958 class A common shares and 9,296 class B common shares for the exercise of stock options

    --       --       5,429       --       --       --       5,429  

Issuance of restricted common shares, net of forfeitures (3,496 class A shares)

    --       --       --       --       --       --       --  

Non-cash stock compensation expense

    --       --       1,255       --       --       --       1,255  

Settlement of restricted common shares and stock options in connection with Recapitalization for cash of $3,271 and 90,369 class A common shares

    -       --       (2,548

)

    --       --       (723

)

    (3,271

)

Settlement of class B common shares in connection with Recapitalization (3,527,246 class B common shares exchanged for $69,099 cash and 3,527,246 class A common shares)

    4       --       118,335       --       --       (187,438

)

    (69,099

)

Retirement of class B common shares in connection with Recapitalization (retirement of 4,328,552 class B common shares)

    --       (4

)

    (17,112

)

    (186,944

)

    --       204,060       --  

Dividends declared of $0.44 and $0.60 per A and B common share, respectively

    --       --       --       (12,638

)

    --       --       (12,638

)

Cumulative effect adjustment for adoption of ASC 606

    --       --       --       2,735       --       --       2,735  

Other comprehensive income, foreign currency translation adjustment

    --       --       --       --       (418

)

    --       (418

)

Net income

    --       --       --       22,246       --       --       22,246  

Balances at September 30, 2018

  $ 30     $ --     $ 156,384     $ (97,027

)

  $ (2,053

)

  $ (27,195

)

  $ 30,139  

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

NATIONAL RESEARCH CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)

 

   

Nine months ended

 
   

September 30,

 
   

2018

   

2017

 

Cash flows from operating activities:

               

Net income

  $ 22,246     $ 16,426  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation and amortization

    3,996       3,376  

Deferred income taxes

    1,775       184  

Reserve for uncertain tax positions

    (297

)

    112  

Non-cash share-based compensation expense

    1,255       1,273  

Loss on disposal of property and equipment

    212       --  

Net changes in assets and liabilities:

               

Trade accounts receivable

    (1,842

)

    (2,298

)

Prepaid expenses and other current assets

    (1,632

)

    (1,274

)

Deferred contract costs, net

    1       --  

Accounts payable

    147       (108

)

Accrued expenses, wages, bonuses and profit sharing

    (1,310

)

    (293

)

Income taxes receivable and payable

    (554

)

    1,157  

Deferred revenue

    1,939       2,925  

Net cash provided by operating activities

    25,936       21,480  
                 

Cash flows from investing activities:

               

Purchases of equity investment

    --       (1,300

)

Purchases of intangible Content License

    --       (250

)

Purchases of property and equipment

    (4,858

)

    (3,347

)

Net cash used in investing activities

    (4,858

)

    (4,897

)

                 

Cash flows from financing activities:

               

Payments related to Recapitalization

    (72,370

)

    --  

Proceeds from issuance of note payable

    40,000       --  

Borrowings on line of credit

    2,500       --  

Payments on line of credit

    (2,500

)

    --  

Payment of debt issuance costs

    (187

)

    --  

Payments on notes payable

    (2,170

)

    (1,847

)

Payments on capital lease obligations

    (104

)

    (81

)

Payment of employee payroll tax withholdings on share-based awards exercised

    (712

)

    (105

)

Payment of dividends on common stock

    (12,650

)

    (12,649

)

Net cash used in financing activities

    (48,193

)

    (14,682

)

                 

Effect of exchange rate changes on cash

    (345

)

    828  

Change in cash and cash equivalents

    (27,460

)

    2,729  

Cash and cash equivalents at beginning of period

    34,733       33,021  

Cash and cash equivalents at end of period

  $ 7,273     $ 35,750  
                 

Supplemental disclosure of cash paid for:

               

Interest, net of capitalized amounts

  $ 767     $ 65  

Income taxes

  $ 2,017     $ 7,749  

Supplemental disclosure of non-cash investing and financing activities:

               

Common stock (formerly class A) issued in the Recapitalization in exchange for then-existing class B shares and options.

  $ 121,371     $ --  

Capital lease obligations originated for property and equipment

  $ 879     $ 74  

Stock tendered to the Company for cashless exercise of stock options in connection with equity incentive plans

  $ 5,429     $ 2,123  

 

See accompanying notes to condensed consolidated financial statements.

 

 

NATIONAL RESEARCH CORPORATION AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

  

 

1.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Description of business and basis of presentation

 

National Research Corporation, doing business as NRC Health (“NRC Health,” the “Company,” “we,” “our,” “us” or similar terms), is a leading provider of analytics and insights that facilitate measurement and improvement of the patient and employee experience while also increasing patient engagement and customer loyalty for healthcare providers, payers and other healthcare organizations in the United States and Canada.

 

The Company’s six operating segments are aggregated into one reporting segment because they have similar economic characteristics and meet the other aggregation criteria from the Financial Accounting Standards Board (“FASB”) guidance on segment disclosure. The six operating segments are Experience, The Governance Institute, Market Insights, Transparency, NRC Health Canada and Transitions (formerly Connect), which offer a portfolio of solutions that address specific needs around market insight, experience, transparency and governance for healthcare providers, payers and other healthcare organizations.

 

The condensed consolidated balance sheet of the Company at December 31, 2017 was derived from the Company’s audited consolidated balance sheet as of that date. All other financial statements contained herein are unaudited and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) the Company considers necessary for a fair presentation of financial position, results of operations and cash flows in accordance with accounting principles generally accepted in the United States.

 

Information and footnote disclosures included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto that are included in the Company’s Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2018.

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, National Research Corporation Canada, doing business as NRC Health Canada. All significant intercompany transactions and balances have been eliminated.

 

The Company’s Canadian subsidiary uses as its functional currency the local currency of the country in which it operates. It translates its assets and liabilities into U.S. dollars at the exchange rate in effect at the balance sheet date. It translates its revenue and expenses at the average exchange rate during the period. The Company includes translation gains and losses in accumulated other comprehensive income (loss), a component of shareholders’ equity. Gains and losses related to transactions denominated in a currency other than the functional currency of the country in which the Company operates and short-term intercompany accounts are included in other income (expense) in the consolidated statements of income. 


Revenue Recognition

 

On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue- Revenue from Contracts with Customers and all related amendments (“ASC 606” or “new revenue standard”) using the modified retrospective method for all incomplete contracts as of the date of adoption. The Company applied the practical expedient to reflect the total of all contract modifications occurring before January 1, 2018 in the transaction price and performance obligations at transition rather than accounting for each modification separately. Results for reporting periods beginning on or after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. As discussed in more detail below and under “Deferred Contract Costs”, the largest impact of implementing the new revenue standard was the deferral and amortization of direct and incremental costs of obtaining contracts. In addition, there were other revisions to the revenue recognition primarily related to performance obligation determinations and estimating variable consideration. The Company recorded a transition adjustment of approximately $2.7 million, net of $814,000 of tax, to the opening balance of retained earnings.

 

 

The Company derives a majority of its revenues from its annually renewable subscription-based service agreements with its customers, which include performance measurement and improvement services, healthcare analytics and governance education services. Such agreements are generally cancelable on short or no notice without penalty. See Note 3 for further information about the Company's contracts with customers. Under ASC 606, the Company accounts for revenue using the following steps:

 

 

Identify the contract, or contracts, with a customer

 

Identify the performance obligations in the contract

 

Determine the transaction price

 

Allocate the transaction price to the identified performance obligations

 

Recognize revenue when, or as, the Company satisfies the performance obligations.

 

The Company’s revenue arrangements with a client may include combinations of more than one service offering which may be executed at the same time, or within close proximity of one another. The Company combines contracts with the same customer into a single contract for accounting purposes when the contract is entered into at or near the same time and the contracts are negotiated together. For contracts that contain more than one separately identifiable performance obligation, the total transaction price is allocated to the identified performance obligations based upon the relative stand-alone selling prices of the performance obligations. The stand-alone selling prices are based on an observable price for services sold to other comparable customers, when available, or an estimated selling price using a cost-plus margin or residual approach. The Company estimates the amount of total contract consideration it expects to receive for variable arrangements based on the most likely amount it expects to earn from the arrangement based on the expected quantities of services it expects to provide and the contractual pricing based on those quantities. The Company only includes some or a portion of variable consideration in the transaction price when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Company considers the sensitivity of the estimate, its relationship and experience with the client and variable services being performed, the range of possible revenue amounts and the magnitude of the variable consideration to the overall arrangement.

 

Prior to 2018, total contract consideration was allocated to each separate unit of accounting that was separately sold by the Company or a competitor, based on relative selling price using a selling price hierarchy: vendor-specific objective evidence (“VSOE”), if available, third-party evidence (“TPE”) if VSOE was not available, or estimated selling price if VSOE nor TPE was available. VSOE was established based on the services normal selling prices and discounts for the specific services when sold separately. TPE was established by evaluating similar competitor services in standalone arrangements. If neither existed for a deliverable, the best estimate of the selling price (“ESP”) was used for that deliverable based on list price, representing a component of management’s market strategy, and an analysis of historical prices for bundled and standalone arrangements. Revenue allocated to an element was limited to revenue that was not subject to refund or otherwise represented contingent revenue.

 

The Company’s arrangements with customers consist principally of four different types of arrangements: 1) subscription-based service agreements; 2) one-time specified services performed at a single point in time; 3) fixed, non-subscription service agreements; and 4) unit-priced service agreements.

 

Subscription-based services - Services that are provided under subscription-based service agreements are usually for a twelve month period and represent a single promise to stand ready to provide reporting, tools and services throughout the subscription period as requested by the customer. These agreements are renewable at the option of the customer at the completion of the initial contract term for an agreed upon price increase each year. These agreements represent a series of distinct monthly services that are substantially the same, with the same pattern of transfer to the customer as the customer receives and consumes the benefits throughout the contract period. Accordingly, subscription services are recognized ratably over the subscription period. Subscription services are typically billed annually in advance but may also be billed on a quarterly and monthly basis.

 

One-time services – These agreements typically require the Company to perform a specific one-time service in a particular month. The Company is entitled to fixed payment upon completion of the service. Under these arrangements, the Company recognizes revenue at the point in time the service is completed by the Company and accepted by the customer.

 

Fixed, non-subscription services – These arrangements typically require the Company to perform an unspecified amount of services for a fixed price during a fixed period of time. Revenues are recognized over time based upon the costs incurred to date in relation to the total estimated contract costs. In determining cost estimates, management uses historical and forecasted cost information which is based on estimated volumes, external and internal costs and other factors necessary in estimating the total costs over the term of the contract. Changes in estimates are accounted for using a cumulative catch up adjustment which could impact the amount and timing of revenue for any period. Prior to 2018, these arrangements were recognized under the proportional performance method based on cost inputs, output measures or key milestones such as survey set-up, survey mailings, survey returns and reporting.

 

 

Unit-price services – These arrangements typically require the Company to perform certain services on a periodic basis as requested by the customer for a per-unit amount which is typically billed in the month following the performance of the service. Revenue under these arrangements is recognized over the time the services are performed at the per-unit amount.

 

The Company recognizes contract assets or unbilled receivables related to revenue recognized for services completed but not invoiced to the clients. Unbilled receivables are classified as receivables when the Company has an unconditional right to contract consideration. A contract liability is recognized as deferred revenue when we invoice clients in advance of performing the related services under the terms of a contract. Deferred revenue is recognized as revenue when we have satisfied the related performance obligation.

 

The following tables summarize the impact the adoption of ASC 606 had on the Company’s consolidated financial statements (in thousands, except per share data):

 

Consolidated balance sheet:

 

   

As reported

September 30, 2018

   

Adjustments

   

Balances without

Adoption of ASC

606

 

Accounts receivable, net

  $ 16,544     $ 1     $ 16,545  

Other current assets

    278       (68

)

    210  

All other current assets

    11,948       --       11,948  

Total current assets

    28,770       (67

)

    28,703  

Deferred contract costs

    3,371       (3,371

)

    --  

All other noncurrent assets

    76,576       --       76,576  

Total assets

  $ 108,717     $ (3,438

)

  $ 105,279  
                         

Deferred revenue

  $ 18,642     $ 330     $ 18,972  

Other current liabilities

    16,795       --       16,795  

Total current liabilities

    35,437       330       35,767  

Deferred income taxes

    6,599       (865

)

    5,734  

Other long term liabilities

    36,542       --       36,542  

Total liabilities

    78,578       (535

)

    78,043  
                         

Retained earnings

    (97,027

)

    (2,905

)

    (99,932

)

Accumulated other comprehensive income

    (2,053

)

    2       (2,051

)

Other stockholders’ equity

    129,219       --       129,219  

Total stockholders’ equity

    30,139       (2,903

)

    27,236  

Total liabilities and stockholders’ equity

  $ 108,717     $ (3,438

)

  $ 105,279  

 

Consolidated statement of income:

 

   

Three months ended September 30, 2018

   

Nine months ended September 30, 2018

 
   

 

 

As reported

   

Adjustments

   

Balances Without

Adoption of ASC

606

   

 

 

As reported

   

Adjustments

   

Balances Without

Adoption of ASC

606

 

Revenue

  $ 30,013     $ (269

)

  $ 29,744     $ 89,047     $ (221

)

  $ 88,826  
                                                 

Direct expenses

    11,780       (14

)

    11,766       35,685       (73

)

    35,612  

Selling, general and administrative

    7,679       16       7,695       23,486       73       23,559  

Depreciation and amortization

    1,388       --       1,388       3,996       --       3,996  

Total operating expenses

    20,847       2       20,849       63,167       --       63,167  

Operating income

    9,166       (271

)

    8,895       25,880       (221

)

    25,659  

Other income (expense)

    (783

)

    --       (783

)

    (711

)

    --       (711

)

Income before income taxes

    8,383       (271

)

    8,112       25,169       (221

)

    24,948  

Provision (benefit) for income taxes

    1,391       (63

)

    1,328       2,923       (51

)

    2,872  

Net income

  $ 6,992     $ (208

)

  $ 6,784     $ 22,246     $ (170

)

  $ 22,076  

Earnings per share of common stock:

                                               

Basic earnings per share:

                                               

Common (formerly Class A)

  $ 0.28     $ (0.01

)

  $ 0.27     $ 0.76     $ (0.01

)

  $ 0.75  

Class B

    --       --       --       1.31       --       1.31  

Diluted earnings per share:

                                               

Common (formerly Class A)

  $ 0.27     $ (0.01

)

  $ 0.26     $ 0.73     $ (0.01

)

  $ 0.72  

Class B

    --       --       --       1.27       0.01       1.28  

 

 

Consolidated statement of comprehensive income:

 

   

Three months ended September 30, 2018

   

Nine months ended September 30, 2018

 
   

As reported

   

Adjustments

   

Balances

without

adoption of

ASC 606

   

As reported

   

Adjustments

   

Balances

without

adoption of

ASC 606

 

Net Income

  $ 6,992     $ (208

)

  $ 6,784     $ 22,246     $ (170

)

  $ 22,076  

Cumulative translation adjustment

    280       --       280       (418

)

    2       (416

)

Comprehensive Income

  $ 7,272     $ (208

)

  $ 7,064     $ 21,828     $ (168

)

  $ 21,660  

 

Consolidated statement of cash flows:

 

   

Nine months ended September 30, 2018

 
   

As reported

   

Adjustments

   

Balances without

adoption of

ASC 606

 

Cash flows from operating activities:

                       

Net income

  $ 22,246     $ (170

)

  $ 22,076  

Adjustments to reconcile net income to net cash provided by operating activities:

                       

Depreciation and amortization

    3,996       --       3,996  

Deferred income taxes

    1,775       (51

)

    1,724  

Reserve for uncertain tax positions

    (297

)

    --       (297

)

Non-cash share-based compensation expense

    1,254       --       1,254  

Loss on disposal of property and equipment

    212       --       212  

Change in assets and liabilities:

                       

Trade accounts receivable and unbilled revenue

    (1,841

)

    132       (1,709

)

Prepaid expenses and other current assets

    (1,632

)

    (6

)

    (1,638

)

Deferred contract costs

    1       --       1  

Accounts payable

    147       --       147  

Accrued expenses, wages, bonus and profit sharing

    (1,310

)

    --       (1,310

)

Income taxes receivable and payable

    (554

)

    --       (554

)

Deferred revenue

    1,939       93       2,032  

Net cash provided by operating activities

    25,936       (2

)

    25,934  

Net cash used in investing activities

    (4,858

)

    --       (4,858

)

Net cash used in financing activities

    (48,193

)

    --       (48,193

)

Effect of exchange rate changes on cash

    (345

)

    2       (343

)

Change in cash and cash equivalents

    (27,460

)

    --       (27,460

)

Cash and cash equivalents at beginning of period

    34,733       --       34,733  

Cash and cash equivalents at end of period

  $ 7,273       --     $ 7,273  

 

 

Deferred Contract Costs

 

Deferred contract costs, net is stated at gross deferred costs less accumulated amortization. Beginning January 1, 2018, with the adoption of the new revenue standard, the Company defers commissions and incentives, including payroll taxes, if they are incremental and recoverable costs of obtaining a renewable customer contract. Deferred contract costs are amortized over the estimated term of the contract, including renewals, which generally ranges from three to five years. The contract term was estimated by considering factors such as historical customer attrition rates and product life. The amortization period is adjusted for significant changes in the estimated remaining term of a contract.  An impairment of deferred contract costs is recognized when the unamortized balance of deferred contract costs exceeds the remaining amount of consideration the Company expects to receive less than the expected future costs directly related to providing those services.  The Company deferred incremental costs of obtaining a contract of $616,000 and $1.9 million in the three and nine months ended September 30, 2018, respectively. Total amortization was $614,000 and $1.9 million for the three and nine months ended September 30, 2018, respectively. Amortization of deferred contract costs included in direct expenses was $13,000 and $73,000 for the three and nine months ended September 30, 2018, respectively. Amortization of deferred contract costs included in selling, general and administrative expenses was $601,000 and $1.8 million for the three and nine months ended September 30, 2018, respectively. Additional expense included in selling, general and administrative expenses for impairment of costs capitalized due to lost clients was $12,000 and $31,000 in the three and nine months ended September 30, 2018, respectively. The Company has elected the practical expedient to expense contract costs when incurred for any nonrenewable contracts with a term of one year or less. Prior to 2018, all commissions and incentives were expensed as incurred. The Company recorded a transition adjustment on January 1, 2018 as an increase to retained earnings of $2.6 million, net of $776,000 of tax, to reflect $3.4 million of commissions and incentives related to contracts that began prior to 2018, net of accumulated amortization.

 

 

Fair Value Measurements

 

The Company’s valuation techniques are based on maximizing observable inputs and minimizing the use of unobservable inputs when measuring fair value. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect the Company’s market assumptions. The inputs are then classified into the following hierarchy: (1) Level 1 Inputs—quoted prices in active markets for identical assets and liabilities; (2) Level 2 Inputs—observable market-based inputs other than Level 1 inputs, such as quoted prices for similar assets or liabilities in active markets, quoted prices for similar or identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data; and (3) Level 3 Inputs—unobservable inputs.

 

Commercial paper and Eurodollar deposits are included in cash equivalents and are valued at amortized cost, which approximates fair value due to their short-term nature. Eurodollar deposits are United States dollars deposited in a foreign bank branch of a United States bank and have daily liquidity. Both of these are included as a Level 2 measurement in the table below.

 

The following details the Company’s financial assets and liabilities within the fair value hierarchy at September 30, 2018 and December 31, 2017: 

 

Fair Values Measured on a Recurring Basis

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 
   

(In thousands)

 

As of September 30, 2018

                               

Money Market Funds

  $ 784     $ --     $ --     $ 784  

Total

  $ 784     $ --     $ --     $ 784  
                                 

As of December 31, 2017

                               

Money Market Funds

  $ 13,971     $ --     $ --     $ 13,971  

Commercial Paper

    --       10,490       --       10,490  

Eurodollar Deposits

    --       10,017       --       10,017  

Total

  $ 13,971     $ 20,507     $ --     $ 34,478  

 

There were no transfers between levels during the three month period ended September 30, 2018.

 

 

The Company's long-term debt is recorded at historical cost. The fair value of long-term debt is classified in Level 2 of the fair value hierarchy and was estimated based primarily on estimated current rates available for debt of the same remaining duration and adjusted for nonperformance and credit. The following are the carrying amount and estimated fair values of long-term debt:

 

   

September 30,

2018

   

December 31,

2017

 
   

(In thousands)

 

Total carrying amount of long-term debt

  $ 38,897     $ 1,067  

Estimated fair value of long-term debt

  $ 38,926     $ 1,066  

 

The Company believes that the carrying amounts of trade accounts receivable, accounts payable and accrued expenses approximate their fair value due to the short maturity of those instruments. Long-lived assets that are not recognized or disclosed at fair value in the financial statements on a recurring basis, which includes property and equipment, goodwill, intangibles, and cost method investments are measured at fair value in certain circumstances (for example, when there is evidence of impairment). As of September 30, 2018, and December 31, 2017, there was no indication of impairment related to these assets.

 

Contingencies

From time to time, the Company is involved in certain claims and litigation arising in the normal course of business. Management assesses the probability of loss for such contingencies and recognizes a liability when a loss is probable and estimable.

 

Since the September 2017 announcement of the original proposed recapitalization plan (“Original Transaction”) (see Note 2), three purported class action and/or derivative complaints have been filed in state or federal courts by three individuals claiming to be shareholders of the Company. All of the complaints name as defendants the Company and the individual directors of the Company. Two of these lawsuits were filed in the United States District Court for the District of Nebraska— a putative class action lawsuit captioned Gennaro v. National Research Corporation, et al., which was filed on November 15, 2017, and a putative class and derivative action lawsuit captioned Gerson v. Hays, et al., which was filed on November 16, 2017. These lawsuits were consolidated by order of the federal court under the caption In re National Research Corporation Shareholder Litigation. A third lawsuit was filed in the Circuit Court for Milwaukee County, Wisconsin—a putative class action lawsuit captioned Apfel v. Hays, et al., which was filed on December 1, 2017. The allegations in all of the lawsuits were very similar. The plaintiffs alleged, among other things, that the defendants breached their fiduciary duties in connection with the allegedly unfair proposed transaction, at an allegedly unfair price, conducted in an allegedly unfair and conflicted process and in alleged violation of Wisconsin law and the Company’s Articles of Incorporation. The plaintiffs in these lawsuits sought, among other things, an injunction enjoining the defendants from consummating the Original Transaction, damages, equitable relief and an award of attorneys’ fees and costs of litigation. After the announcement of a revised proposed recapitalization plan (the “Recapitalization”), the plaintiffs abandoned their efforts to enjoin the transaction. However, the plaintiffs in In re National Research Corporation Shareholder Litigation in Nebraska filed an Amended Complaint on March 23, 2018 seeking damages for alleged breach of fiduciary duties in connection with the Original Transaction and alleged omission of material facts in the proxy statement relating to the Recapitalization. The plaintiffs in the Apfel case in Wisconsin filed an amended complaint on April 4, 2018 seeking damages for alleged breach of fiduciary duties in connection with the Original Transaction and the Recapitalization. The Company and its directors will defend themselves against these lawsuits vigorously, and have moved to dismiss both lawsuits. On September 9, 2018, the Wisconsin Circuit Court granted the defendants’ motion to dismiss, but judgment has not yet been entered. On October 9, 2018, the federal court in Nebraska granted the defendants’ motion to dismiss and entered judgment in the case the same day. As of September 30, 2018, no losses have been accrued as the Company does not believe the losses are probable or estimable.

 

Recent Accounting Pronouncements Not Yet Adopted

 

In January 2016, the FASB issued ASU 2016-01, Financial Instruments—Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 changes certain recognition, measurement, presentation and disclosure aspects related to financial instruments. ASU 2016-01 is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is not permitted. The Company believes its adoption will not significantly impact the Company’s results of operations and financial position. 

 

The FASB issued ASU 2016-02, Leases (Topic 842) in February 2016 and ASU 2018-11, Leases – Targeted Improvements in July 2018. ASU 2016-02 requires lessees to recognize a lease liability and a right-to-use asset for all leases, including operating leases, with a term greater than twelve months on its balance sheet. The guidance is effective in fiscal years beginning after December 15, 2018, with early adoption permitted. Originally, a modified retrospective transition method was required, but ASU 2018-11 added the additional transition method to adopt the new guidance as of the adoption date and recognize a cumulative-effect adjustment to the beginning balance of retained earnings in the period of adoption. As of September 30, 2018, the Company had approximately $3.0 million of operating lease commitments which would be recorded on the balance sheet under the new guidance. However, the Company is currently in the process of further evaluating the impact that this new guidance will have on its consolidated financial statements and does not plan to elect early adoption. The Company plans to adopt ASU 2016-02 using the optional transitional method by recording a cumulative-effect adjustment as of January 1, 2019 and expects to utilize the optional practical expedients to not reassess whether expired or existing contracts contain leases, not reassess the lease classification for expired or existing leases and reassess initial direct costs for existing leases.

 

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326):  Measurement of Credit Losses on Financial Instruments.  This ASU will require the measurement of all expected credit losses for financial assets, including trade receivables, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The guidance is effective for annual reporting periods beginning after December 15, 2019 and interim periods within those fiscal years. The Company believes its adoption will not significantly impact the Company’s results of operations and financial position.  

 

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40). This ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The guidance is effective for annual reporting periods beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact that this guidance will have upon the Company’s results of operations and financial position and has not yet determined whether early adoption will be elected.

 

 

 

2.

RECAPITALIZATION

 

On April 16, 2018, the shareholders of the Company approved, among other things, an amendment to the Company’s Amended and Restated Articles of Incorporation (the "Articles") to effect the Recapitalization pursuant to which each share of the Company’s then-existing class B common stock was exchanged for one share of the Company’s then-existing class A common stock plus $19.59 in cash, without interest. On April 17, 2018, the Company filed an amendment to its Articles effecting the Recapitalization and then a further amendment and restatement of the Company’s Articles which resulted in the elimination of the Company’s class B common stock and the reclassification of the Company’s class A common stock as a share of Common Stock, par value $0.001 per share (“Common Stock”). The Company issued 3,617,615 shares of Common Stock and paid $72.4 million in exchange for all class B shares outstanding and to settle outstanding share based awards for class B common stock. The Common Stock continues to trade on The NASDAQ Global Market under the revised symbol “NRC.”

 

In connection with the Recapitalization, on April 18, 2018, the Company entered into a credit agreement with First National Bank of Omaha, a national banking association (“FNB”), as described in Note 5. 

 

 

3.

CONTRACTS WITH CUSTOMERS

 

The following table disaggregates revenue for the three and nine month periods ending September 30, 2018 based on timing of revenue recognition (In thousands):

 

   

Three months ended

September 30, 2018

   

Nine months ended

September 30, 2018

 

Subscription services recognized ratably over time

  $ 26,328     $ 77,769  

Services recognized at a point in time

    784       2,685  

Fixed, non-subscription recognized over time

    996       2,775  

Unit price services recognized over time

    1,905       5,818  

Total revenue

  $ 30,013     $ 89,047  

 

 The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers (In thousands):

 

   


September 30, 2018

   

Balance at 1/1/2018
as adjusted (1)

 

Accounts receivables

  $ 16,544     $ 14,674  

Contract assets included in other current assets

  $ 68     $ 74  

Deferred Revenue

  $ (18,642

)

  $ (16,642

)

 (1)  Represents the December 31, 2017 balance adjusted for the ASC 606 transition adjustments.

 

 

 

Significant changes in contract assets and contract liabilities during 2018 are as follows (in thousands):

 

 

Nine months ended

September 30, 2018

 
 

Contract

Asset

   

Deferred

Revenue

 
 

Increase (Decrease)

 

Revenue recognized that was included in deferred revenue at beginning of period due to completion of services

$ -     $ (15,363

)

Increases due to invoicing of client, net of amounts recognized as revenue

  -       17,522  

Decreases due to completion of services (or portion of services) and transferred to accounts receivable

  (71

)

    -  

Change due to cumulative catch-up adjustments arising from changes in expected contract consideration

          (145

)

Decreases due to impairment

  -       -  

Increases due to revenue recognized in the period with additional performance obligations before invoicing

  65       -  


The Company has elected to apply the practical expedient to not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. Total remaining contract revenue for contracts with original duration of greater than one year expected to be recognized in the future related to performance obligations that are unsatisfied at September 30, 2018 approximated $578,000, of which $144,000, $370,000 and $64,000 will be recognized during the remainder of 2018, 2019 and 2020, respectively.

 

 

4.

INCOME TAXES

 

The effective tax rate for the three-month period ended September 30, 2018 decreased to 16.6% compared to 42.1% for the same period in 2017 mainly due to a reduction in the corporate tax rate from 35% to 21% due to the Tax Cut and Jobs Act (the “Tax Act”) that was enacted on December 22, 2017, a tax depreciation method change election for software development creating an income tax benefit of $308,000, decreased non-deductible Recapitalization expenses of $384,000 and other state tax and uncertain tax position adjustments decreasing tax by $179,000 over the same period last year. In addition, the Company had increased tax benefits of $161,000 from the exercise of options and dividends paid to non-vested shareholders. The effective tax rate for the nine-month period ended September 30, 2018 decreased to 11.6% compared to 35.9% for the same period in 2017. The effective tax rate was lower mainly due to income tax benefits from the Recapitalization, due to accelerated vesting of restricted stock and settlement of options of $1.1 million and the reduction in the corporate tax rate from 35% to 21% due to the Tax Act. In addition, the Company had increased tax benefits of $1.7 million from the exercise of options and dividends paid to non-vested shareholders, a tax depreciation method change election for software development costs creating an income tax benefit of $308,000, decreased non-deductible Recapitalization expenses of $247,000, and other state tax and uncertain tax position adjustments decreasing taxes by $179,000 over the same period last year.  

 

As permitted by Staff Accounting Bulletin No. 118, the Company made reasonable estimates and recorded a provisional net tax benefit of $1.9 million as of December 31, 2017 related to the following elements of the Tax Act:

 

 

Reduction in the U.S. Federal Corporate Tax Rate: The Tax Act reduces the corporate tax rate to 21%, effective January 1, 2018. Recorded a decrease related to deferred tax assets and liabilities with a corresponding net adjustment to deferred income tax benefit for the year ended December 31, 2017.

 

Availability of 100% bonus depreciation on assets placed in service after September 27, 2017

 

Certain stock compensation plans potentially subject to limitations as to deductibility

 

The above items were final as of September 30, 2018, and no material adjustments were made to the provisional amounts recorded as of December 31, 2017.  Under the Tax Act, the Company was also subject to a one-time mandatory deemed repatriation tax on accumulated non-U.S. earnings.  The estimates booked as of December 31, 2017 have been finalized and no material adjustments were made to the financials.

 

 

5.

NOTES PAYABLE

 

The Company’s long term debt consists of the following:

 

   

September 30, 2018

   

December 31, 2017

 

Term Loans

  $ 38,897     $ 1,067  

Less: current portion

    (3,623

)

    (1,067

)

Less: unamortized debt issuance costs

    (165

)

     

Notes payable, net of current portion

  $ 35,109     $  

 

The balance on the Company’s former term note with US Bank was paid in full in March 2018.

 

 

On April 18, 2018, in connection with the Recapitalization, the Company entered into a credit agreement (the “Credit Agreement”) with FNB providing for (i) a $15,000,000 revolving credit facility (the “Line of Credit”), (ii) a $40,000,000 term loan (the “Term Loan”) and (iii) a $15,000,000 delayed draw-dawn term facility (the “Delayed Draw Term Loan” and, together with the Line of Credit and the Term Loan, the “Credit Facilities”). The Company used the Term Loan to fund, in part, the cash portion paid to holders of the Company’s then-existing class B common stock in connection with the Recapitalization and the accompanying exchange of outstanding equity awards tied to the class B common stock, as well as for the costs of the Recapitalization. The Delayed Draw Term Loan may be used to fund any permitted future business acquisitions or repurchasing of the Company’s Common Stock and the Line of Credit will be used to fund ongoing working capital needs and other general corporate purposes, including to pay the fees and expenses incurred in connection with the Recapitalization and the Credit Agreement.

 

The Term Loan is payable in monthly installments of $462,988 through April 2020 and $526,362 thereafter, with a balloon payment due at maturity in April 2023. The Term Loan bears interest at a fixed rate of 5%.

 

Borrowings under the Line of Credit and the Delayed Draw Term Loan, if any, bear interest at a floating rate equal to the 30-day London Interbank Offered Rate plus 225 basis points (4.36% at September 30, 2018). Interest on the Line of Credit accrues and is payable monthly. Principal amounts outstanding under the Line of Credit are due and payable in full at maturity, in April 2021. As of September 30, 2018, the Line of Credit did not have a balance. The weighted average borrowings on the Line of Credit for the three and nine months ended September 30, 2018 was $587,000 and $486,000 respectively. The weighted average interest on borrowings on the Line of Credit for the three and nine months ended September 30, 2018 was 4.35% and 4.25%, respectively. There have been no borrowings on the Delayed Draw Term Loan since origination.

  

The Company paid a one-time fee equal to 0.25% of the amount borrowed under the Term Loan at the closing of the Credit Facilities. The Company is also obligated to pay ongoing unused commitment fees quarterly in arrears pursuant to the Line of Credit and the Delayed Draw Term Loan facility at a rate of 0.20% per annum based on the actual daily unused portions of the Line of Credit and the Delayed Draw Term Loan facility, respectively.

  

 The Credit Agreement is collateralized by substantially all of the Company’s assets and contains customary representations, warranties, affirmative and negative covenants (including financial covenants) and events of default. The negative covenants include, among other things, restrictions regarding the incurrence of indebtedness and liens, repurchases of the Company’s Common Stock and acquisitions, subject in each case to certain exceptions. The Credit Agreement also contains certain financial covenants with respect to a minimum fixed charge coverage ratio of 1.10x and a maximum cash flow leverage ratio of 3.00x or less. As of September 30, 2018, the Company was in compliance with its financial covenants. 

 

Scheduled maturities of notes payable at September 30, 2018 are as follows:

 

Remainder of 2018

  $ 901  

2019

    3,715  

2020

    4,418  

2021

    4,916  

2022

    5,171  

Thereafter

    19,776  

 

 

6.

SHARE-BASED COMPENSATION

 

The Company measures and recognizes compensation expense for all share-based payments based on the grant-date fair value of those awards. All of the Company’s existing stock option awards and unvested stock awards have been determined to be equity-classified awards.  As described in Note 2, the Company completed a Recapitalization in April which, among other things, settled all then-existing outstanding class B share-based awards and resulted in the elimination of the class B common stock. As a result, the Company accelerated vesting of all outstanding class B share based awards, resulting in accelerated share-based compensation of $331,000 in the three and six month periods ended June 30, 2018. All outstanding class B share based awards were then settled for the same stock to cash proportion of the class B common stock described in Note 2, less the exercise price, if any, which approximated the awards’ intrinsic value.

 

The Company’s 2001 Equity Incentive Plan provided for the granting of stock options, stock appreciation rights, restricted stock, performance shares and other share-based awards and benefits up to an aggregate of 1,800,000 shares of the Company's former class A common stock and 300,000 shares of the Company's former class B common stock. Stock options granted could have been either nonqualified or incentive stock options. Stock options vest over one to five years following the date of grant and option terms are generally five to ten years following the date of grant.

  

 

The Company’s 2004 Non-Employee Director Stock Plan, as amended (the “2004 Director Plan”), is a nonqualified plan that provides for the granting of options with respect to an aggregate of 3,000,000 shares of the Company's Common Stock and, prior to the Recapitalization, 500,000 shares of the Company's former class B common stock. The 2004 Director Plan provides for grants of nonqualified stock options to each director of the Company who is not employed by the Company. Beginning in 2018, on the date of each annual meeting of shareholders of the Company, options to purchase shares of Common Stock equal to an aggregate grant date fair value of $100,000 are granted to each non-employee director that is elected or retained as a director at such meeting. Stock options vest approximately one year following the date of grant and option terms are generally ten years following the date of grant, or three years in the case of termination of the outside director’s service.

 

The Company’s 2006 Equity Incentive Plan, as amended, provides for the granting of stock options, stock appreciation rights, restricted stock, performance shares and other share-based awards and benefits up to an aggregate of 1,800,000 shares of Common Stock and, prior to the Recapitalization, 300,000 shares of the Company’s former class B common stock. Stock options granted may be either incentive stock options or nonqualified stock options. Vesting terms vary with each grant and option terms are generally five to ten years following the date of grant.

 

The Company granted options to purchase 116,276 shares of the Company’s Common Stock during the nine-month period ended September 30, 2018. Options to purchase shares of common stock were granted with exercise prices equal to the fair value of the common stock on the date of grant. The fair value of the stock options granted was estimated using a Black-Scholes valuation model with the following weighted average assumptions: 

 

   

2018

   

2017

 
   

Common Stock

(formerly Class A)

   

Class A

   

Class B

 

Expected dividend yield at date of grant

   2.59 %      2.62 %      8.06 %  

Expected stock price volatility

   32.47 %      32.45 %      26.75 %  

Risk-free interest rate

   2.51 %      2.18 %      2.18 %  

Expected life of options (in years)

   7.3        6.8        6.8    

 

 

The risk-free interest rate assumptions were based on the U.S. Treasury yield curve in effect at the time of the grant. The expected volatility was based on historical monthly price changes of the Company’s common stock based on the expected life of the options at the date of grant. The expected life of options is the average number of years the Company estimates that options will be outstanding. The Company considers groups of associates that have similar historical exercise behavior separately for valuation purposes.

 

The following table summarizes stock option activity under the Company’s 2001 and 2006 Equity Incentive Plans and the 2004 Director Plan for the nine months ended September 30, 2018: 

 

   

Number of
Options

   

Weighted

Average

Exercise

Price

   

Weighted Average

Remaining

Contractual Terms

(Years)

   

Aggregate

Intrinsic

Value

(In thousands)

 

Common Stock (formerly Class A)

                               

Outstanding at December 31, 2017

    1,746,634     $ 13.88                  

Granted

    116,276     $ 36.12                  

Exercised

    (380,958

)

  $ 13.82             $ 8,048  

Forfeited

    (21,383

)

  $ 26.18                  

Outstanding at September 30, 2018

    1,460,569     $ 15.49       4.92     $ 33,756  

Exercisable at September 30, 2018

    1,068,429     $ 13.26       3.84     $ 27,077  

Class B

                               

Outstanding at December 31, 2017

    276,716     $ 31.78                  

Granted

    --     $ --                  

Exercised/Settled in Recapitalization

    (276,716

)

  $ 31.78             $ 5,937  

Forfeited

    --     $ --                  

Outstanding at September 30, 2018

    --     $ --       --     $ --  

Exercisable at September 30, 2018

    --     $ --       --     $ --  

 

 

As of September 30, 2018 the total unrecognized compensation cost related to non-vested stock option awards was approximately $1.4 million and is expected to be recognized over a weighted average period of 2.94 years.

 

The following table summarizes information for the nine months ended September 30, 2018, regarding non-vested stock granted to associates under the 2001 and 2006 Equity Incentive Plans:

 

   

Common

(formerly

Class A)

Shares

Outstanding

   

Common

(formerly

Class A)

Weighted

Average

Grant Date

Fair Value

Per Share

   

Class B

Shares

Outstanding

   

Class B

Weighted

Average

Grant Date

Fair Value

Per Share

 

Outstanding at December 31, 2017

    81,667     $ 13.80       13,611     $ 36.65  

Granted

    6,793       36.80       --       --  

Vested/Settled in Recapitalization

    --       --       (13,611

)

    36.65  

Forfeited

    (10,289

)

  $ 15.23       --     $ --  

Outstanding at September 30, 2018

    78,171     $ 15.61       --     $ --  

 

As of September 30, 2018, the total unrecognized compensation cost related to non-vested stock awards was approximately $532,000 and is expected to be recognized over a weighted average period of 2.74 years.

 

 

 7.

GOODWILL AND OTHER INTANGIBLE ASSETS

 

The following represents a summary of changes in the Company’s carrying amount of goodwill for the nine months ended September 30, 2018:

 

   

(In thousands)

 

Balance as of December 31, 2017

  $ 58,021  

Foreign currency translation

    (66

)

Balance as of September 30, 2018

  $ 57,955  

 

 

 Intangible assets consisted of the following:

 

   

September 30,

2018

   

December 31,

2017

 
   

(In thousands)

 

Non-amortizing other intangible assets:

               

Trade name

  $ 1,191     $ 1,191  

Amortizing other intangible assets:

               

Customer related

    9,340       9,347  

Technology

    1,360       1,360  

Trade name

    1,572       1,572  

Total other intangible assets

    13,463       13,470  

Accumulated amortization

    (11,203

)

    (10,706

)

Other intangible assets, net

  $ 2,260     $ 2,764  

 

 

 

8.

PROPERTY AND EQUIPMENT

 

   

September 30,

2018

   

December 31,

2017

 
   

(In thousands)

 

Property and equipment

  $ 45,094     $ 40,206  

Accumulated depreciation

    (30,825

)

    (27,847

)

Property and equipment, net

  $ 14,269     $ 12,359  

 

 

 

 9.

EARNINGS PER SHARE

 

Net income per share of the Company's former class A common stock and former class B common stock was computed using the two-class method. Basic net income per share is computed by allocating undistributed earnings to common shares and using the weighted-average number of common shares outstanding during the period.

 

Diluted net income per share is computed using the weighted-average number of common shares and, if dilutive, the potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and vesting of restricted stock. The dilutive effect of outstanding stock options is reflected in diluted earnings per share by application of the treasury stock method.

 

The liquidation rights and the rights upon the consummation of an extraordinary transaction were the same for the holders of the Company's former class A common stock and former class B common stock. Other than share distributions and liquidation rights, the amount of any dividend or other distribution payable on each share of former class A common stock was equal to one-sixth (1/6th) of the amount of any such dividend or other distribution payable on each share of former class B common stock until the Recapitalization. As a result, the undistributed earnings for each period are allocated based on the contractual participation rights of the former class A and former class B common stock as if the earnings for the period had been distributed.

 

As described in Note 2, the Company completed a Recapitalization in April 2018 which settled all then-existing outstanding class B share-based awards, resulted in the elimination of the class B common stock and reclassified class A common stock to Common Stock. The Recapitalization was effective on April 17, 2018. Therefore, income was allocated between the former class A and class B common stock using the two-class method through April 16, 2018, and fully allocated to the Common Stock (formerly class A) following the Recapitalization.

 

For the three months ended September 30, 2018, 107,512 options of former class A shares have been excluded from the diluted net income per share computation because the exercise or grant price exceeded the fair market value.

 

 

 

   

For the Three Months

Ended September 30, 2018

   

For the Three Months

Ended September 30, 2017

 
   

Common

Stock

(formerly

Class A)

   

Class B

Common

Stock

   

Common

Stock

(formerly

Class A)

   

Class B

Common

Stock

 
   

(In thousands, except per share data)

 

Numerator for net income per share - basic:

                               

Net income

  $ 6,992     $ --     $ 2,062     $ 2,091  

Allocation of distributed and undistributed income to unvested restricted stock shareholders

    (22

)

    --       (15

)

    (15

)

Net income attributable to common shareholders

  $ 6,970     $ --     $ 2,047     $ 2,076  

Denominator for net income per share - basic:

                               

Weighted average common shares outstanding - basic

    24,671       --       20,788       3,514  

Net income per share – basic

  $ 0.28     $ --     $ 0.10     $ 0.59  

Numerator for net income per share - diluted:

                               

Net income attributable to common shareholders for basic computation

  $ 6,970     $ --     $ 2,047     $ 2,076  

Denominator for net income per share - diluted:

                               

Weighted average common shares outstanding - basic

    24,671       --       20,788       3,514  

Weighted average effect of dilutive securities – stock options

    855       --       952       106  

Denominator for diluted earnings per share – adjusted weighted average shares

    25,526       --       21,740       3,620  

Net income per share – diluted

  $ 0.27     $ --     $ 0.09     $ 0.57  

 

 

For the nine months ended September 30, 2018 and 2017, the Company had 36,231 and 91,385 options of former class A shares, respectively, and for the nine months ended September 30, 2017 15,231 options of class B shares, which have been excluded from the diluted net income per share computation because the exercise or grant price exceeded the fair market value. For the nine months ended September 30, an additional 52,341 options of former class A shares were excluded, as their inclusion would be anti-dilutive.

 

   

For the Nine Months

Ended September 30, 2018

   

For the Nine Months

Ended September 30, 2017

 
   

Common

Stock

(formerly

Class A)

   

Class B

Common

Stock

   

Common

Stock

(formerly

Class A)

   

Class B

Common

Stock

 
   

(In thousands, except per share data)

 

Numerator for net income per share - basic:

                               

Net income

  $ 17,622     $ 4,624     $ 8,151     $ 8,275  

Allocation of distributed and undistributed income to unvested restricted stock shareholders

    (61

)

    (18

)

    (63

)

    (64

)

Net income attributable to common shareholders

  $ 17,561     $ 4,606     $ 8,088     $ 8,211  

Denominator for net income per share - basic:

                               

Weighted average common shares outstanding - basic

    23,184       3,527       20,759       3,514  

Net income per share – basic

  $ 0.76     $ 1.31     $ 0.39     $ 2.34  

Numerator for net income per share - diluted:

                               

Net income attributable to common shareholders for basic computation

  $ 17,561     $ 4,606     $ 8,088     $ 8,211  

Denominator for net income per share - diluted:

                               

Weighted average common shares outstanding – basic

    23,184       3,527       20,759       3,514  

Weighted average effect of dilutive securities – stock options

    899       101       778       81  

Denominator for diluted earnings per share – adjusted weighted average shares

    24,083       3,628       21,537       3,595  

Net income per share – diluted

  $ 0.73     $ 1.27     $ 0.38     $ 2.28  

 

 

 

 

10. 

RELATED PARTY

 

A director of the Company serves as an officer of Ameritas Life Insurance Corp. (“Ameritas”). In connection with the Company’s regular assessment of its insurance-based associate benefits, which is conducted by an independent insurance broker, and the costs associated therewith, the Company purchases dental and vision insurance for certain of its associates from Ameritas. The total value of these purchases was $54,000 and $63,000 for the three-month periods ended September 30, 2018 and 2017, respectively, and $148,000 and $183,000 for the nine-month periods ended September 30, 2018 and 2017, respectively. 

 

During 2017, the Company acquired a cost method investment in convertible preferred stock of Practicing Excellence.com, Inc., a privately-held Delaware corporation (“PX”), which is included in other non-current assets and is carried at cost, adjusted for changes resulting from observable price changes in orderly transactions of the same investment in PX, if any.  The Company also has an agreement with PX which commenced in 2016 under which the Company acts as a reseller of PX services and receives a portion of the revenues. The total revenue earned from the PX reseller agreement in the three-month periods ended September 30, 2018 and 2017, were $87,000 and $159,000, respectively, and in nine-month periods ended September 30, 2018 and 2017, were $195,000 and $454,000, respectively.

 

 

 

11. 

SEGMENT INFORMATION

 

The Company’s six operating segments are aggregated into one reporting segment because they have similar economic characteristics and meet the other aggregation criteria from the FASB guidance on segment disclosure. The six operating segments are Experience, The Governance Institute, Market Insights, Transparency, National Research Corporation Canada and Transitions, which offer a portfolio of solutions that address specific needs around market insight, experience, transparency and governance for healthcare providers, payers and other healthcare organizations. The table below presents entity-wide information regarding the Company’s assets, after elimination of intercompany balances by geographic area:

 

   

September 30, 2018

   

December 31, 2017

 
                 

Long-lived assets:

               

United States

  $ 77,520     $ 72,562  

Canada

    2,427       2,495  

Total

  $ 79,947     $ 75,057  

Total assets:

               

United States

  $ 91,442     $ 110,785  

Canada

    17,275       16,531  

Total

  $ 108,717     $ 127,316  

  

 

 

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The Company is a leading provider of analytics and insights that facilitate measurement and improvement of the patient and employee experience while also increasing patient engagement and customer loyalty for healthcare providers, payers and other healthcare organizations. The Company’s solutions enable its clients to understand the voice of the customer with greater clarity, immediacy and depth. NRC Health’s heritage, proprietary methods, and holistic approach enable our partners to better understand the people they care for and design experiences that inspire loyalty and trust, while also facilitating regulatory compliance and the shift to population-based health management. The Company’s ability to measure what matters most and systematically capture, analyze and deliver insights based on self-reported information from patients, families and consumers is critical in today’s healthcare market. NRC Health believes that access to and analysis of its extensive consumer-driven information is becoming more valuable as healthcare providers increasingly need to more deeply understand and engage patients and consumers in an effort towards effective population-based health management.

 

The Company’s portfolio of subscription-based solutions provides actionable information and analysis to healthcare organizations and payers across a range of mission-critical, constituent-related elements, including patient experience and satisfaction, community population health risks, workforce engagement, community perceptions, and physician engagement. NRC Health partners with clients across the continuum of healthcare services. The Company’s clients range from integrated health systems and post-acute providers, such as home health, long term care and hospice, to numerous payer organizations. The Company believes this cross-continuum positioning is a unique and an increasingly important capability as evolving payment models drive healthcare providers and payers towards a more collaborative and integrated service model.

 

As described in Note 2, the Company completed a Recapitalization effective April 17, 2018. Pursuant to the Recapitalization, each share of the Company’s then-existing class B common stock was exchanged for one share of the Company’s then-existing class A common stock plus $19.59 in cash, without interest. All class B common stock were subsequently eliminated, and the Company’s class A common stock was reclassified as Common Stock. The Company issued 3,617,615 shares of Common Stock and paid $72.4 million in exchange for all class B shares outstanding and to settle outstanding share-based awards for class B common stock. In connection with the Recapitalization, the Company entered into a credit agreement with FNB as described in Note 5.

 

 

Results of Operations

 

The following table and graphs set forth, for the periods indicated, select financial information derived from the Company’s condensed consolidated financial statements expressed as a percentage of total revenue. The trends illustrated may not necessarily be indicative of future results. The discussion that follows the table should be read in conjunction with the condensed consolidated financial statements.

 

   

Three months ended

   

Nine months ended

 
   

September 30,

   

September 30,

 
   

2018

   

2017

   

2018

   

2017

 
                                 

Revenue:

    100.0

%

    100.0

%

    100.0

%

    100.0

%

                                 

Operating expenses:

                               

Direct

    39.3       42.4       40.1       41.9  

Selling, general and administrative

    25.6       29.1       26.4       25.1  

Depreciation and amortization

    4.6       3.9       4.4       3.8  

Total operating expenses

    69.5       75.4       70.9       70.8  
                                 

Operating income

    30.5

%

    24.6

%

    29.1

%

    29.2

%

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2018, Compared to Three Months Ended September 30, 2017

 

Revenue. Revenue for the three-month period ended September 30, 2018, increased 3.7% to $30.0 million, compared to $29.0 million in the three-month period ended September 30, 2017. This was primarily due to new customer sales, as well as increases in sales to the existing client base and the adoption of ASC 606.

 

Direct expenses. Direct expenses decreased 4.0% to $11.8 million for the three-month period ended September 30, 2018, compared to $12.3 million in the same period in 2017. This was primarily due to a decrease in variable expenses of $587,000, partially offset by an increase in fixed expenses of $100,000. Variable expenses decreased due to less postage, printing and paper costs due to lower volumes and changes in survey methodologies, partially offset by increased conference expenses. Fixed expenses increased primarily due to higher salary and benefit costs in the customer service and information technology areas, partially offset by lower contracted services. Direct expenses as a percentage of revenue were 39.3% in the three-month periods ended September 30, 2018 and 42.4% for the same period in 2017 as direct expenses decreased by 4.0% while revenue increased by 3.7%.

 

Selling, general and administrative expenses. Selling, general and administrative expenses decreased 8.9% to $7.7 million for the three-month period ended September 30, 2018, compared to $8.4 million for the same period in 2017, primarily due to lower legal and accounting expenses associated with the Recapitalization of $958,000, less recruiting expense of $331,000, lower salaries and benefit costs of $145,000, and decreased bad debt expense of $95,000. These were partially offset by increased software and platform hosting expenses of $483,000 and increased contracted services of $333,000. Selling, general and administrative expenses as a percentage of revenue were 25.6% in the three-month periods ended September 30, 2018 and 29.1% for the same period in 2017 as selling, general and administrative expenses decreased by 8.9% while revenues increased by 3.7%.

 

Depreciation and amortization. Depreciation and amortization increased 22.6% to $1.4 million for the three-month period ended September 30, 2018, compared to $1.1 million for the same period in 2017 mainly due to increased amortization from additional computer software investments. Depreciation and amortization expenses as a percentage of revenue was 4.6% for the three-month period ended September 30, 2018, and 3.9% for the same period in 2017.

 

Other income (expense). Other expense, net was $783,000 for the three-month period ended September 30, 2018, compared to other income, net of  $51,000 for the same period in 2017.  This increase in expenses is primarily due to increased interest expense and other expense. Interest expense increased to $544,000 due to the interest related to the borrowings on the new Term Loan originated in April 2018. Other expense increased to $242,000 primarily due to revaluation on intercompany transactions due to changes in the foreign exchange rate.

 

Provision for income taxes. Provision for income taxes was $1.4 million (16.6% effective tax rate) for the three-month period ended September 30, 2018, compared to $3.0 million (42.1% effective tax rate) for the same period in 2017. The effective tax rate for the three-month period ended September 30, 2018, was lower mainly due a reduction in the corporate tax rate from 35% to 21% due to the Tax Act that was enacted on December 22, 2017, a tax depreciation method change election for software development costs creating an income tax benefit of $308,000, decreased non-deductible Recapitalization expenses of $384,000 and other state tax and uncertain tax position adjustments decreasing tax by $179,000 over the same period last year. In addition, the Company had increased tax benefits of $161,000 from the exercise of options and dividends paid to non-vested shareholders.   

 

 

 

 

 

 

Nine Months Ended September 30, 2018, Compared to Nine Months Ended September 30, 2017

 

Revenue. Revenue for the nine-month period ended September 30, 2018, increased 1.6% to $89.0 million, compared to $87.7 million in the nine-month period ended September 30, 2017. The increase was due to new customer sales and increases in sales to the existing client base, as well as adoption of ASC 606.

 

Direct expenses. Direct expenses decreased 2.8% to $35.7 million for the nine-month period ended September 30, 2018, compared to $36.7 million in the same period in 2017. This was due to a decrease in variable expenses of $1.5 million, partially offset by an increase in fixed expenses of $487,000. Variable expenses decreased mainly due to less postage, printing and paper costs due to lower volumes and changes in survey methodologies. Fixed expenses increased primarily as a result of increased salary and benefit costs in the customer service and information technology areas. Direct expenses decreased as a percentage of revenue to 40.1% in the nine-month period ended September 30, 2018, compared to 41.9% during the same period of 2017 as expenses decreased by 2.8% while revenue for the same period increased by 1.6%.

 

Selling, general and administrative expenses. Selling, general and administrative expenses increased 6.7% to $23.5 million for the nine-month period ended September 30, 2018, compared to $22.0 million for the same period in 2017, primarily due to increased software and platform hosting expenses of $1.3 million, higher salary and benefit costs of $616,000, including acceleration of shared based compensation expense from the vesting of restricted stock and settlement of stock options associated with the Recapitalization of $331,000, and increased contracted services of $411,000. These were partially offset by lower recruiting expenses of $ 485,000, decreased legal and accounting expenses primarily associated with the Recapitalization of $270,000, and lower marketing expenses of $235,000. Selling, general, and administrative expenses increased as a percentage of revenue to 26.4% for the nine-month period ended September 30, 2018, from 25.1% for the same period in 2017 as expenses increased by 6.7% while revenue for the same period increased by 1.6%.

 

Depreciation and amortization. Depreciation and amortization expenses increased to $4.0 million for the nine-month period ended September 30, 2018, compared to $3.4 million for the same period in 2017 due to increased amortization from additional computer software investments. Depreciation and amortization expenses as a percentage of revenue was 4.4% for the nine-month periods ended September 30, 2018 and 3.8% for the same period in 2017.

 

Other income (expense). Other expense, net was $711,000 for the nine-month period ended September 30, 2018, compared to other income, net of $66,000 for the same period in 2017.  This increase in expenses was primarily due to increased interest expense, offset by other income. Interest expense increased to $990,000 due to the interest related to the borrowings on the new Term Loan originated in April 2018. Other income increased to $222,000 primarily due to revaluation on intercompany transactions due to changes in the foreign exchange rate.

 

Provision for income taxes. Provision for income taxes was $2.9 million (11.6% effective tax rate) for the nine-month period ended September 30, 2018, compared to $9.2 million (35.9% effective tax rate) for the same period in 2017. The effective tax rate was lower mainly due to income tax benefits from the Recapitalization, due to accelerated vesting of restricted stock and settlement of options of $1.1 million and the reduction in the corporate tax rate from 35% to 21% due to the Tax Act. In addition, the Company had increased tax benefits of $1.7 million from the exercise of options and dividends paid to non-vested shareholders, a tax depreciation method change election for software development costs creating an income tax benefit of $308,000, decreased non-deductible Recapitalization expenses of $247,000, and other state tax and uncertain tax position adjustments decreasing taxes by $179,000 over the same period last year.  

 

 

Liquidity and Capital Resources

 

The Company believes that its existing sources of liquidity, including cash and cash equivalents, borrowing availability under the Company’s existing Credit Facilities, and operating cash flows will be sufficient to meet its projected capital and debt maturity needs and the dividend policy for the foreseeable future.

 

As of September 30, 2018, our principal sources of liquidity included $7.3 million of cash and cash equivalents, up to $15 million of unused borrowings under our Line of Credit and up to $15 million available under our Delayed Draw Down Term Loan. The Delayed Draw Down Term Loan can only be used to fund permitted future business acquisitions or repurchasing the Company’s common stock. Of this cash, $1.2 million was held in Canada.

 

Working Capital

 

The Company had a working capital deficit of $6.7 million and a working capital surplus of $19.9 million on September 30, 2018 and December 31, 2017, respectively. The change was primarily due to decreases in cash and cash equivalents of $27.5 million and increases in current portion of notes payable of $2.6 million mainly due to the Recapitalization (see Note 2), increases in deferred revenue of $1.8 million, and increases in accrued expenses and accounts payable of $630,000 due to timing of payments. These were partially offset by increases in trade accounts receivable of $1.7 million due to timing of billing and collections on new and renewal contracts, increases in prepaid expenses of $1.4 million, decreases in accrued wages, bonus and profit sharing of $2.0 million, and increases in income taxes receivable of $626,000. Accrued wages, bonus and profit sharing decreased due to the payment of 2017 annual bonuses in the three-month period ended March 31, 2018. Income taxes receivable changed due to the timing of income tax payments and prepaid expenses changed due to the timing of pre-payment for services. The Company’s working capital is significantly impacted by its large deferred revenue balances which will vary based on the timing and frequency of billings on annual agreements. The deferred revenue balances as of September 30, 2018 and December 31, 2017 were $18.6 million and $16.9 million, respectively.

 

Deferred revenue is recognized when we invoice clients in advance of performing the related services under the terms of a contract and is recognized as revenue when we have satisfied the related performance obligation. The Company typically invoices clients for performance tracking services and custom research projects before they have been completed. In addition, when work is performed in advance of billing, the Company records this work as unbilled revenue. Substantially all deferred revenue and all unbilled revenue will be earned and billed respectively, within 12 months of the respective period ends.

 

Cash Flow Analysis

 

A summary of operating, investing, and financing activities is shown in the following table:

 

   

Nine Months Ended September 30,

 
   

2018

   

2017

 
   

(In thousands)

 

Provided by operating activities

  $ 25,936     $ 21,480  

Used in investing activities

    (4,858

)

    (4,897

)

Used in financing activities

    (48,193

)

    (14,682

)

Effect of exchange rate change on cash

    (345

)

    828  

Net change in cash and cash equivalents

    (27,460

)

    2,729  

Cash and cash equivalents at end of period

  $ 7,273     $ 35,750  

 

Cash Flows from Operating Activities

 

Cash flows from operating activities consist of net income adjusted for non-cash items including depreciation and amortization, deferred taxes, share-based compensation and related taxes, reserve for uncertain tax positions and the effect of working capital changes.

 

Net cash provided by operating activities was $25.9 million for the nine months ended September 30, 2018, which included net income of $22.2 million, plus non-cash charges (benefits) for deferred income taxes, depreciation and amortization, reserve for uncertain tax positions, stock compensation and loss on disposal of property and equipment, totaling $6.9 million. Net changes in assets and liabilities decreased cash flows from operating activities by $3.2 million, primarily due to decreases in accrued wages, bonus and profit sharing, increases in prepaid expenses and other current assets, by increases in trade accounts receivable and deferred revenue which fluctuate due to timing and frequency of billings on new and renewal contract, and increases in income taxes receivable which fluctuate with the timing of income tax payments partially offset decreases in accounts payable.

 

 

Net cash provided by operating activities was $21.5 million for the nine months ended September 30, 2017, which included net income of $16.4 million, plus non-cash charges (benefits) for deferred tax expense, depreciation and amortization, reserve for uncertain tax positions and non-cash stock compensation totaling $4.9 million. Changes in working capital increased cash flows from operating activities by $109,000, primarily due to increases in deferred revenue, which fluctuate due to the timing and frequency of billings on new and renewal contracts, and increases in income taxes payable which fluctuate with the timing of income tax payments. These were partially offset by increases in trade accounts receivable and increases in prepaid expenses.

 

Cash Flows from Investing Activities

 

Net cash of $4.9 million was used for investing activities in each of the nine months ended September 30, 2018 and 2017. These expenditures consisted mainly of computer software classified in property and equipment. The Company expects similar capital expenditure purchases for the remainder of 2018 consisting primarily of computer software and hardware and other equipment to be funded through cash generated from operations.

 

Cash Flows from Financing Activities

 

Net cash used in financing activities was $48.2 million in the nine months ended September 30, 2018. Cash was used for the Recapitalization of $72.4 million (see Note 2), to repay borrowings under the term notes totaling $2.2 million, to repay borrowings on the line of credit of $2.5 million, to pay loan origination fees on the Credit Agreement of $187,000 and for capital lease obligations of $103,000. Cash was also used to pay $12.7 million of dividends on common stock, and to pay payroll tax withholdings related to share-based compensation of $712,000. Cash was provided from proceeds of the new Term Loan of $40 million and the new Line of Credit for $2.5 million.

 

Net cash used in financing activities was $14.7 million in the nine months ended September 30, 2017. Cash was used to repay borrowings under the term note totaling $1.8 million and for capital lease obligations of $81,000. Cash was also used to pay $12.6 million of dividends on common stock, and to pay payroll tax withholdings related to share-based compensation of $105,000.

 

The effect of changes in foreign exchange rates (decreased) increased cash and cash equivalents by $(345,000) in the nine months ended September 30, 2018 and $828,000 in the nine months ended September 30, 2017.

 

Capital Expenditures

 

Cash paid for capital expenditures was $4.9 million for the nine months ended September 30, 2018. These expenditures consisted mainly of computer software classified in property and equipment. The Company expects similar capital expenditure purchases for the remainder of 2018 consisting primarily of computer software and hardware and other equipment to be funded through cash generated from operations.

 

Debt and Equity

 

The balance on the Company’s former term note with US Bank was paid in full in March 2018.

 

On April 18, 2018, in connection with the Recapitalization, the Company entered into a credit agreement (the “Credit Agreement”) with FNB providing for (i) a $15,000,000 revolving credit facility (the “Line of Credit”), (ii) a $40,000,000 term loan (the “Term Loan”) and (iii) a $15,000,000 delayed draw-dawn term facility (the “Delayed Draw Term Loan” and, together with the Line of Credit and the Term Loan, the “Credit Facilities”). The Company used the Term Loan to fund, in part, the cash portion paid to holders of the Company’s then-existing class B common stock in connection with the Recapitalization and the accompanying exchange of outstanding equity awards tied to the class B common stock, as well as for the costs of the Recapitalization. The Delayed Draw Term Loan may be used to fund any permitted future business acquisitions or repurchasing of the Company’s Common Stock and the Line of Credit will be used to fund ongoing working capital needs and other general corporate purposes, including to pay the fees and expenses incurred in connection with the Recapitalization and the Credit Agreement.

 

The Term Loan is payable in monthly installments of $462,988 through April 2020 and $526,362 thereafter, with a balloon payment due at maturity in April 2023. The Term Loan bears interest at a fixed rate of 5%.

 

Borrowings under the Line of Credit and the Delayed Draw Term Loan, if any, bear interest at a floating rate equal to the 30 day London Interbank Offered Rate plus 225 basis points (4.36% at September 30, 2018). Interest on the Line of Credit accrues and is payable monthly. Principal amounts outstanding under the Line of Credit are due and payable in full at maturity, in April 2021. As of September 30, 2018, the Line of Credit did not have a balance. The weighted average borrowings on the Line of Credit for the three and nine months ended September 30, 2018 was $587,000 and $486,000 respectively. The weighted average interest on borrowings on the Line of Credit for the three and nine months ended September 30, 2018 was 4.35 and 4.25%, respectively.

  

 

In the event that the Delayed Draw Term Loan is used, interest-only payments will be due through the calendar year in which the Delayed Draw Term Loan is drawn upon. After that, amortization will occur at the then current Term Loan rate and schedule with principal and accrued interest amounts outstanding under the Delayed Draw Term Loan due and payable monthly during the term of the Delayed Draw Term Loan, which expires on April 18, 2023.  There have been no borrowings on the Delayed Draw Term Loan since origination.

 

The Company paid a one-time fee equal to 0.25% of the amount borrowed under the Term Loan at the closing of the Credit Facilities. The Company is also obligated to pay ongoing unused commitment fees quarterly in arrears pursuant to the Line of Credit and the Delayed Draw Term Loan facility at a rate of 0.20% per annum based on the actual daily unused portions of the Line of Credit and the Delayed Draw Term Loan facility, respectively.

 

All obligations under the Credit Facilities are to be guaranteed by each of the Company’s direct and indirect wholly owned domestic subsidiaries, if any, and, to the extent required by the Credit Agreement, direct and indirect wholly owned foreign subsidiaries (each, a “guarantor”).

 

The Credit Facilities are secured, subject to permitted liens and other agreed upon exceptions, by a first-priority lien on and perfected security interest in substantially all of the Company’s and the guarantors’ present and future assets (including, without limitation, fee-owned real property, and limited, in the case of the equity interests of foreign subsidiaries, to 65% of the outstanding equity interests of such subsidiaries).

 

The Credit Agreement contains customary representations, warranties, affirmative and negative covenants (including financial covenants) and events of default. The negative covenants include, among other things, restrictions regarding the incurrence of indebtedness and liens, repurchases of the Company’s Common Stock and acquisitions, subject in each case to certain exceptions. The Credit Agreement also contains certain financial covenants with respect to minimum fixed charge coverage ratio and maximum cash flow leverage ratio. Pursuant to the Credit Agreement, the Company is required to maintain a minimum fixed charge coverage ratio of 1.10x for all testing periods throughout the terms of the Credit Facilities. The Company is also required to maintain a cash flow leverage ratio of 3.00x or less for all testing periods throughout the terms of the Credit Facilities. As of September 30, 2018, the Company was in compliance with its financial covenants. 

 

The Company has capital leases for computer equipment, office equipment, printing and inserting equipment. The balance of the capital leases as of September 30, 2018 was $933,000.

 

Shareholders’ equity decreased $59.9 million to $30.1 million at September 30, 2018, from $90.0 million at December 31, 2017. The decrease was due to the effect of the Recapitalization of $72.4 million (see Note 2), dividends declared of $12.6 million, changes in the cumulative translation adjustment of $418,000 and share repurchases exceeding the cost of stock options exercised of $712,000. This was partially offset by net income of $22.2 million, revenue transition adjustments associated with adoption of ASC 606 of $2.7 million, and share-based compensation of $1.3 million, including accelerated share-based compensation expense due to the Recapitalization of $331,000.

 

Contractual Obligations

 

The Company had contractual obligations to make payments in the following amounts in the future as of September 30, 2018:

 

Contractual Obligations(1)

 

Total

Payments

   

Remainder
of 2018

   

One to

Three

Years

   

Three to

Five Years

   

After

Five Years

 

(In thousands)

                                       

Long-term debt

  $ 45,783     $ 1,389     $ 11,619     $ 12,633     $ 20,142  

Operating leases

  $ 3,032     $ 178     $ 1,430     $ 813     $ 611  

Capital leases

    1,029       47       498       386       98  

Uncertain tax positions(2)

    --       --       --       --       --  

Total

  $ 49,844     $ 1,614     $ 13,547     $ 13,832     $ 20,851  

 

(1)

Amounts are inclusive of interest payments, where applicable.

(2)

We have $550,000 in liabilities associated with uncertain tax positions. We are unable to reasonably estimate the expected cash settlement dates of these uncertain tax positions with the taxing authorities.

 

 

Stock Repurchase Program

 

The Board of Directors of the Company authorized the repurchase of up to 2,250,000 then-existing class A shares and 375,000 then-existing class B shares of common stock in the open market or in privately negotiated transactions under a stock repurchase program that was originally approved in February 2006 and subsequently amended in May 2013. In connection with the Recapitalization in April 2018, the Board of Directors further amended the stock repurchase program to eliminate the repurchase of the former class B common stock. As of September 30, 2018, the remaining number of shares that could be purchased under this authorization was 280,491 shares of Common Stock. 

 

Critical Accounting Policies and Estimates

 

Except as set forth below in connection with the adoption of ASC 606, there have been no changes to the Company’s critical accounting policies and estimates described in the Annual Report on Form 10-K for the year ended December 31, 2017 that have a material impact on the Company’s Condensed Consolidated Financial Statements and the related Notes.

 

Revenue Recognition

The Company derives a majority of its revenue from annually renewable subscription-based service agreements with its customers. Refer to Note 1 to the accompanying Condensed Consolidated Financial Statements for a description of the Company’s revenue recognition policies.

 

The Company’s revenue arrangements with a client may include combinations of more than one service offering which may be executed at the same time, or within close proximity of one another. The Company combines contracts with the same customer into a single contract for accounting purposes when the contract is entered into at or near the same time and the contracts are negotiated as a single performance obligation. For contracts that contain more than one separately identifiable performance obligation, the total transaction price is allocated to the identified performance obligations based upon the relative stand-alone selling prices of the performance obligations. The stand-alone selling prices are based on an observable price for services sold to other comparable customers, when available, or an estimated selling price using a cost-plus margin or residual approach. The Company estimates the total contract consideration it expects to receive for variable arrangements based on the most likely amount it expects to earn from the arrangement based on the expected quantities of services it expects to provide and the contractual pricing based on those quantities. The Company only includes some or a portion of variable consideration in the transaction price when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Company considers the sensitivity of the estimate, its relationship and experience with the client and variable services being performed, the range of possible revenue amounts and the magnitude of the variable consideration to the overall arrangement.

 

The Company’s fixed, non-subscription arrangements typically require the Company to perform an unspecified amount of services for a fixed price during a fixed period of time. Revenues are recognized over time based upon the costs incurred to date in relation to the total estimated contract costs. In determining cost estimates, management uses historical and forecasted cost information which is based on estimated volumes, external and internal costs and other factors necessary in estimating the total costs over the term of the contract. Changes in estimates are accounted for using a cumulative catch up adjustment which could impact the amount and timing of revenue for any period.

 

If management made different judgments and estimates, then the amount and timing of revenue for any period could differ from the reported revenue. 

 

 

ITEM 3.

Quantitative and Qualitative Disclosures about Market Risk

 

The Company’s primary market risk exposure is changes in foreign currency exchange rates and interest rates.

 

The Company’s Canadian subsidiary uses as its functional currency the local currency of the country in which it operates. It translates its assets and liabilities into U.S. dollars at the exchange rate in effect at the balance sheet date. It translates its revenue and expenses at the average exchange rate during the period. The Company includes translation gains and losses in accumulated other comprehensive income (loss), a component of shareholders’ equity. Foreign currency translation gains (losses) were $280,000 and $599,000 in the three months ended September 30, 2018 and 2017, respectively, and $(418,000) and $1.1 million in the nine months ended September 30, 2018 and 2017, respectively. Gains and losses related to transactions denominated in a currency other than the functional currency of the countries in which the Company operates and short-term intercompany accounts are included in other income (expense) in the consolidated statements of income. Total transaction gains (losses) included in other income (expense) were ($215,000) and $37,000 in the three months ended September 30, 2018 and 2017, respectively, and $238,000 and $67,000 in the nine months ended September 30, 2018 and 2017, respectively. A portion of our cash in our Canadian subsidiary is denominated in foreign currencies, where fluctuations in exchange rates will impact our cash balances in U.S. dollar terms. A sensitivity analysis assuming a hypothetical 10% change in the value of the U.S. dollar would impact our reported cash balance by approximately $151,000. Our Canadian subsidiary may also make intercompany loans to the U.S. parent.  As of September 30, 2018, the parent company had outstanding loans from our Canadian subsidiary of approximately $16.9 million (Canadian). We did not have any intercompany loans at December 31, 2017.

 

We have not entered into any foreign currency hedging transactions. We do not purchase or hold any derivative financial instruments for the purpose of speculation or arbitrage.

 

We are exposed to interest rate risk with both our fixed-rate Term Loan and variable rate Line of Credit. Interest rate changes for borrowings under our fixed-rate Term Loan would impact the fair value of such debt, but do not impact earnings or cash flow. At September 30, 2018, our fixed-rate Term Loan totaled $38.9 million. Based on a sensitivity analysis, a one percent change in market interest rates as of September 30, 2018, would change the estimated fair value of our fixed-rate Term Loan outstanding at September 30, 2018 by approximately $1.2 million.

 
Borrowings, if any, under our Line of Credit and Delayed Draw Down Term Loan bear interest at a variable annual rate. Borrowings under the Line of Credit and the Delayed Draw Down Term Loan may not exceed, in each case, $15.0 million. There were no borrowings outstanding under our Line of Credit or Delayed Draw Down Term Loan at September 30, 2018. A sensitivity analysis assuming a hypothetical 10% movement in interest rates applied to the average daily borrowings and the maximum borrowings available under the revolving credit note indicated that such a movement would not have had a significant impact on our consolidated financial position, results of operations or cash flows.

 

 

ITEM 4.

Controls and Procedures

 

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report, and has concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective.

 

On January 1, 2018, we adopted ASC 606 (see Note 1 to the Condensed Consolidated Financial Statements). We implemented internal controls to ensure we adequately evaluated our customer contracts and properly assessed the impact of the new accounting standard on our financial statements. We also implemented changes to our business processes related to revenue recognition and the control activities within them. The changes included training within business operations management, ongoing contract review and monitoring, and gathering of information for disclosures.

 

There have been no other changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) that occurred during the quarter ended September 30, 2018, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

PART II – Other Information

 

ITEM 1.

Legal Proceedings

 

See Note 1, under the heading "Contingencies", to the Company's condensed consolidated financial statements in this Quarterly Report on Form 10-Q.

 

ITEM 1A.

Risk Factors

 

There have been no material changes to the risk factors relating to the Company set forth in Part I, Item 1A of its Annual Report on Form 10-K for the year ended December 31, 2017.

 

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

The Board of Directors of the Company authorized the repurchase of up to 2,250,000 then-existing class A shares and 375,000 then-existing class B shares of common stock in the open market or in privately negotiated transactions under a stock repurchase program that was originally approved in February 2006 and subsequently amended in May 2013. In connection with the Recapitalization in April 2018, the Board of Directors further amended the stock repurchase program to eliminate the repurchase of the former class B common stock.  Unless terminated earlier by resolution of the Company’s Board of Directors, the repurchase program will expire when the Company has repurchased all shares authorized for repurchase thereunder. As of October 26, 2018, 1,969,509 shares of Common Stock (formerly class A) have been repurchased under that authorization. No stock was repurchased under the program during the three-month period ended September 30, 2018.

 

 

ITEM 6.

Exhibits

 

The exhibits listed in the exhibit index below are filed as part of this Quarterly Report on Form 10-Q.

 

EXHIBIT INDEX  

  

 

 

(31.1)

Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934.

 

(31.2)

Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934.

 

(32)

Written Statement of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.

 

(101)*

Financial statements from the Quarterly Report on Form 10-Q of National Research Corporation for the quarter ended September 30, 2018, formatted in eXtensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Shareholders' Equity, (v) the Condensed Consolidated Statements of Cash Flows, (vi) the Notes to Condensed Consolidated Financial Statements, and (vii) document and entity information.

 

*

In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

 

 

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 thereunto duly authorized.

 

 

 

NATIONAL RESEARCH CORPORATION

 

 

 

 

 

 

 

 

Date: November 8, 2018

By:

/s/ Michael D. Hays 

 

 

 

Michael D. Hays

 

 

 

Chief Executive Officer (Principal Executive Officer)

 

 

 

 

 

 

 

 

 

 

 

 

Date: November 8, 2018 

By:

/s/ Kevin R. Karas

 

 

 

Kevin R. Karas

Senior Vice President Finance,

Treasurer, Secretary and Chief Financial Officer

(Principal Financial and Accounting Officer)

 

33