WASHINGTON, D.C. 20549
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TABLE OF CONTENTS
NIC INC.
FORM 10-K ANNUAL REPORT
EXPLANATORY NOTE
PART I
CAUTIONS ABOUT FORWARD-LOOKING STATEMENTS
This Amendment No. 1 on Form 10-K/A (the "Amendment") amends the Annual Report on Form 10-K contains forward-looking statements withinof NIC Inc., a Delaware corporation ("NIC," the meaning of Section 27A of"Company" or "we"), for the Securities Act and Section 21E of the Exchange Act. See the "Cautions About Forward Looking Statements" section in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations of this report for more information regarding these statements.
AVAILABLE INFORMATION
Our website address is http://www.egov.com. Through this website, we make available, free of charge, on the Investor Relations section of our website (http://www.egov.com/investor-relations) our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to these reports (if any), as soon as reasonably practicable after these reports are electronicallyfiscal year ended December 31, 2020, originally filed with or furnished to the Securities and Exchange Commission (the “SEC”"SEC") on February 25, 2021 (the "Original Filing"). We also make available through our website other reportsThis Amendment is being filed withto (i) amend and restate in its entirety Part III of the SECOriginal Filing to include the information required by and not included in Part III of the Original Filing (which was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information required by Part III of Form 10-K to be incorporated by reference in the Form 10-K from the Company's definitive proxy statement if such proxy statement is filed no later than 120 days after the end of the Company's fiscal year) and (ii) amend and supplement Part IV, Item 15 of the Original Filing to add Exhibits 31.3, 31.4 and 104 filed herewith, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”"Exchange Act"), including our proxy statements and reports filed by officers and directorsin accordance with Rule 13a-14(a) under Section 16(a) of the Exchange Act. We doBecause no financial statements have been included in this Amendment and this Amendment does not intend for information contained in our websitecontain or amend any disclosure with respect to be partItems 307 and 308 of this Annual Report on Form 10-K.Regulation S-K, paragraphs 3, 4 and 5 have been omitted from the new certifications.
The public may read and copy any materials thatOn February 9, 2021, the Company filesentered into an Agreement and Plan of Merger (the “Merger Agreement”) with Tyler Technologies, Inc., a Delaware corporation (“Tyler Technologies”), and Topos Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Tyler Technologies (“Merger Sub”). The Merger Agreement provides, upon the terms and subject to the conditions set forth in the Merger Agreement, for Merger Sub's merger with the Company (the “Merger” and, collectively with the other transactions contemplated by the Merger Agreement, the “Transactions”), with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of Tyler Technologies.
Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events that occurred at a date subsequent to the filing of the Original Filing other than as expressly indicated in this Amendment. Accordingly, this Amendment should be read in conjunction with the Original Filing and our other filings made with the SEC aton or subsequent to February 25, 2021.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors
Below are the SEC’s Public Reference Room at 100 F Street NE, Washington, D.C. 20549. The public may obtain information on the operationname, ages and positions of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding the issuers that file electronically with the SEC.
FREQUENTLY USED TERMS
In this Annual Report on Form 10-K, we use the terms “NIC,” “the Company,” “we,” “our,” and “us” to refer to NIC Inc. and its subsidiaries, unless the context otherwise requires. All references to years, unless otherwise noted, refer to our fiscal year, which ends on December 31. We use the term “portal” to refer to digital government services outsourced to NIC, as well as our subsidiary operations. We use the term “enterprise-wide” to refer to our portals that provide state-wide services to multiple government agencies. We also use the term “partner” to refer to our government clients, with whom we have contractual relationships to provide digital government services.
INDUSTRY AND MARKET DATA
Industry and market data and survey and study results disclosed in this Form 10-K were obtained from industry, university, public interest, government and general publications. We have not independently verified the industry and market data or survey or study results obtained from these publications. Actual future industry and market conditions and results may differ materially from the conditions and results forecasted or reported in these publications.
ITEM 1. BUSINESS
Business Overview
NIC is a leading provider of digital government services that help governments use technology to provide a higher level of service to businesses and citizens and increase efficiencies. We accomplish this currently through two channels: our primary outsourced portal businesses and our software & services businesses. In our primary outsourced portal businesses, we generally enter into long-term contracts with state and local governments to design, build, and operate internet-based, enterprise-wide portals on their behalf. These portals consist of websites and applications we have built that allow businesses and citizens to access government information online via a variety of connected devices and complete secure transactions, such as applying for a permit, retrieving government records, or filing a government-mandated form or report. The business model supporting most of our long-term contracts is a transaction-based business model where we absorb the costs to build the portal’s technical infrastructure and develop digital government services. After a service has launched, we and our government partners share a portiondirectors of the fees generated from the online transactions, which are paid by the end usersCompany as of April 1, 2021.
the service. Our government partners benefit by reducing their financial and technological risks, increasing their operational efficiencies and gaining a centralized, customer focused presence on the internet, while businesses and citizens receive a faster, more convenient, and more cost-effective means to interact with governments. We are typically responsible for funding the up-front investments and ongoing operations and maintenance costs of the government portals.
We typically enter into multi-year contracts with our government partners and manage operations for each contractual relationship through separate local subsidiaries that operate as decentralized businesses with a high degree of autonomy. Our business plan is to increase our revenues by delivering new services to a growing number of government entities within our existing contractual relationships and by signing long-term contracts with new government partners.
Our software & services businesses primarily include our subsidiaries that provide software development and payment processing services, other than outsourced portal services, to state and local governments as well as federal agencies.
Segment Information
Our Outsourced Portals segment is our only reportable segment and generally includes our subsidiaries that operate outsourced state and local government portals. The Other Software & Services category primarily includes our subsidiaries that provide software development and payment processing services, other than outsourced portal services, to state and local governments as well as federal agencies. For additional information relating to our reportable and operating segments, refer to Note 11, Reportable Segments and Related Information, to the Consolidated Financial Statements.
Industry Background
The market for business-to-government and citizen-to-government transactions
Government regulation of commercial and consumer activities requires billions of transactions and exchanges of large volumes of information between government agencies and the businesses they regulate and the citizens they serve. These transactions and exchanges include, but are not limited to: motor vehicle driver history record retrieval, motor vehicle registrations, tax returns, permit applications and requests for government-gathered information. Government agencies typically defray the cost of processing these transactions and of storing, retrieving, and distributing information through a combination of general tax revenues, service fees and charges for direct access to public records.
The limits of traditional government transaction methods
Traditionally, government agencies have transacted, and in many cases, continue to transact, with businesses and citizens using processes that are inconvenient and labor-intensive, require extensive paperwork, and use outmoded technology and security procedures and large amounts of scarce staff resources. Transactions and information requests are often made in person or by mail, which increases the potential for the compromise of sensitive personal information or errors that require revisions and follow-ups, particularly if the transactions and information requested are processed manually. Even newer methods rely on multiple systems and potentially incompatible data formats, and require significant expertise and expenditures to introduce and maintain. As a result, businesses and citizens often have no choice but to face costly delays to complete essential tasks. These delays include waiting in line at a government agency, for answers by telephone, for responses by mail, or for payments by check. In addition, government agencies may not use modern secure methods of online payment, leaving businesses and citizens unable to pay certain fees online or at the counter using credit/debit cards or electronic checks, or government agencies may require advance payments rather than payments from monthly billing. Businesses and citizens encounter further inconvenience and delay because they can usually work with government agencies only during normal business hours. Even when online alternatives are available, they often require a cumbersome process of multiple contacts with different government agencies or offer a limited number of payment methods. Increases in the level of economic activity and in the population have exacerbated these problems and increased the demand for new services.
The state of internet connectivity, mobile, and digital government services
The internet is a global medium that enables billions of people worldwide to share information, communicate and conduct business digitally. It represents the primary means by which people access the digital government services built and managed by NIC. We closely monitor the trends in internet use and the evolving connectivity of people and things. The Pew Research
Center, a nonprofit, nonpartisan group providing information on issues shaping America, conducts research on the social impact of the internet through the Pew Internet & American Life Project (the “Project”).
According to a January 2017 Internet/Broadband Fact Sheet presentation by the Project, 88% of American adults use the internet. In fact, the report notes some age groups’ connectivity is nearing a saturation point, with 96% of American adults ages 30-49 and 99% of American adults ages 18-29 using the internet.
NIC leads the industry in developing mobile-enabled digital government services in the United States. We build our digital government services and native mobile applications in a manner that is accessible via a variety of connected devices. According to the Project’s January 2017 Mobile Fact Sheet, 77% of American adults have a smartphone, up from 35% in 2011. Furthermore, the study reported that 12% of Americans are “smartphone-dependent,” meaning they access the internet primarily via their smartphone, but do not have access via broadband at home or another online alternative.
The Pew Research Center data supports our view that the internet is and continues to be a viable way for American adults to interact with government of all levels, and that Americans access the internet using a variety of devices.
Challenges to the implementation of digital government services
Despite the potential benefits of digital government services, barriers to creating successful internet-based services may preclude governments from implementing them. Some of these barriers are similar to those the private sector encounters, including:
the high cost of implementing and maintaining secure infrastructure in a budget-constrained environment;
the need to quickly assess the requirements of potential customers and cost-effectively design and implement digital government services that are tailored to meet these requirements;
the intense competition for qualified technical personnel; and
the need for updated internet and mobile friendly payment methods, that are secure and compliant with Payment Card Industry standards.
Governments also face some unique challenges that exacerbate the difficulty of advancing to digital services, including:
lengthy and potentially politically charged appropriations processes that make it difficult for governments to acquire resources and to develop digital services quickly;
a diverse and substantially autonomous group of government agencies that have adopted varying and fragmented approaches to providing information and transactions online;
a lack of marketing expertise to design services that meet the needs of businesses and citizens, to increase the awareness of the availability of the services and to drive adoption of the online service delivery channel;
security and privacy concerns that are amplified by the confidential nature of the information and transactions available from and conducted with governments and the view that government information is part of the public trust;
changes in administration and turnover in government personnel among influencers and key decision makers; and
compliance requirements associated with accepting credit/debit card and electronic check payments.
We believe many private sector service providers generally do not address the unique needs of enterprise-wide digital government services. Most service providers do not fully understand and are not well-equipped to deal with the unique political, regulatory and security environments of governments. These providers, including large systems integrators, typically take a time-and-materials, project-based pricing approach and provide “off-the-shelf” solutions, often designed for other industries that may not adequately address the needs of government.
What We Provide to Governments
We provide digital government services designed to meet the needs of governments, businesses and citizens. The key elements of our service delivery are:
Customer-focused, one-stop government
Using our marketing and technical expertise and our government experience, we generally design, build, and operate digital government services for our government partners that are designed to meet their needs as well as those of the businesses and citizens they serve. Our enterprise-wide outsourced portals are designed to create a single point of presence on the internet that allows businesses and citizens to reach the website of every government agency in a specific jurisdiction from one online location. We strive to employ a common look and feel in the websites of all government agencies associated with each state’s government portal and make them useful, appealing and easy to use. In addition to developing and managing the government portal, we develop applications that allow businesses and citizens to complete processes that have traditionally required separate offline interactions with several different government agencies or older generation electronic access. These applications permit businesses and citizens to conduct transactions with government agencies and to obtain information 24 hours per day and seven days per week using the latest technology and payment methods. We also help our government partners generate awareness and educate businesses and citizens about the availability and potential benefits of digital government services.
Compelling and flexible financial models for governments
With our business model, we allow governments to implement digital government services at minimal cost and risk. We take on the responsibility and cost of designing, building and operating government portals and applications, with minimal use of government resources. We employ our technological resources and accumulated expertise to help governments avoid the risks of selecting and investing in new and often untested technologies that may be implemented by unproven third-party providers. We implement our services rapidly, efficiently and accurately, using our well-tested and reliable infrastructure and processes. Once we establish a portal and the associated applications, we typically manage transaction flows, data exchange and payment processing, and we fund ongoing costs from the fees received from end users, who access information and conduct transactions through the portal. A 2013 study by the University of Utah of nearly 1,500 businesses in three NIC partner states found that 95% approve of their state’s digital government services, with 90% preferring to conduct business with state government online and 96% saying that digital government services save their business time. In addition, the majority of the businesses surveyed said they believe fees associated with digital government services are reasonable and that digital government services reinforce the perception that the state is business-friendly. A 2012 study by the University of Utah found that by placing just nine high-volume services online and by utilizing NIC’s business model, the state of Utah avoided approximately $61 million in costs related to the operations of its official web portal and the development of digital government services from fiscal years 2007 through 2011. A similar study conducted in 2017 by the University of Southern Maine reflected similar cost avoidance by the state of Maine. That study found the state of Maine avoided approximately $33-46 million in costs related to the operations of its official web portal and the development of digital government services from fiscal years 2011 through 2016. We are also able to provide specific fee-based application and outsourced portal solutions to governments who cannot or do not wish to pursue a transaction-based portal solution.
Focused relationship with governments
We form relationships with governments by developing an in-depth understanding of their interests and then aligning our interests with theirs. By tying our revenues to the development of successful services and applications, we demonstrate to government agencies and constituents that we are focused on their needs. Moreover, we have pioneered and encourage our partners to adopt a model for digital government policymaking that involves the formation of oversight boards to bring together interested government agencies, business and consumer groups and other vested interest constituencies in a single forum. We work within this forum to maintain constant contact with government agencies and constituents and enlist their participation in the development of digital government services. We attempt to understand and facilitate the resolution of potential disputes among these participants to maximize the benefits of our services. We also design our services to observe relevant privacy and security regulations, so that they meet the same high standards of integrity, confidentiality and public service as government agencies strive to observe in their own actions.
Outsourced Government Contracts
State enterprise contracts
The following is a summary of the state contracts through which the Company currently generates meaningful revenue and has the ability to provide enterprise-wide outsourced digital government services to multiple government agencies:
|
| | | | | | | |
NIC Portal EntityName | Age | Portal Website (State) | | Year Services
Commenced
| | Contract Expiration Date
(Renewal Options Through)
Position |
NICUSA, IL DivisionHarry H. Herington | 61 | Illinois | | 2017 | | 6/29/2023 | 6/29/2027Chairman of the Board and Chief Executive Officer |
Louisiana Interactive, LLCArt N. Burtscher | 70 | Louisiana | | 2015 | | 1/28/2020 |
Lead Independent Director |
Connecticut Interactive, LLCVenmal (Raji) Arasu | 51 | Connecticut | | 2014 | | 1/9/2020 |
Director |
Wisconsin Interactive Network, LLCC. Brad Henry | 57 | Wisconsin | | 2013 | | 5/13/2018 | (5/13/2023)Director |
Pennsylvania Interactive, LLCSylvester (Sly) James, Jr. | 69 | Pennsylvania | | 2012 | | 11/30/2019 | (11/30/2022)Director |
NICUSA, OR DivisionAlexander C. Kemper | 55 | Oregon | | 2011 | | 11/22/2021 |
Director |
NICUSA, MD Division William M. Lyons | 65 | Maryland | | 2011 | | 8/11/2019 |
Director |
Mississippi Interactive, LLCAnthony Scott | 68 | Mississippi | | 2011 | | 12/31/2019 | (12/31/2021)Director |
New Jersey Interactive, LLCJayaprakash Vijayan | 48 | New Jersey | | 2009 | | 5/1/2020 | (5/1/2022)Director |
Texas NICUSA, LLCPete Wilson | 87 | Texas | | 2009 | | 8/31/2018 |
|
West Virginia Interactive, LLC | | West Virginia | | 2007 | | 6/30/2021 | (6/30/2024) |
Vermont Information Consortium, LLC | | Vermont | | 2006 | | 6/8/2019 |
|
Colorado Interactive, LLC | | Colorado | | 2005 | | 4/30/2019 | (4/30/2023) |
South Carolina Interactive, LLC | | South Carolina | | 2005 | | 7/15/2019 | (7/15/2021) |
Kentucky Interactive, LLC | | Kentucky | | 2003 | | 8/31/2018 |
|
Alabama Interactive, LLC | | Alabama | | 2002 | | 3/19/2020 | (3/19/2022) |
Rhode Island Interactive, LLC | | Rhode Island | | 2001 | | 7/1/2018 | (7/1/2019) |
Oklahoma Interactive, LLC | | Oklahoma | | 2001 | | 3/31/2018 | (3/31/2020) |
Montana Interactive, LLC | | Montana | | 2001 | | 12/31/2019 | (12/31/2020) |
Hawaii Information Consortium, LLC | | Hawaii | | 2000 | | 1/3/2019 | (3-year renewal options) |
Idaho Information Consortium, LLC | | Idaho | | 2000 | | 6/30/2018 |
|
Utah Interactive, LLC | | Utah | | 1999 | | 6/5/2019 |
|
Maine Information Network, LLC | | Maine | | 1999 | | 7/1/2018 |
|
Arkansas Information Consortium, LLC | | Arkansas | | 1997 | | 6/30/2018 |
|
Indiana Interactive, LLC | | Indiana | | 1995 | | 10/24/2021 | (10/24/2025) |
Nebraska Interactive, LLC | | Nebraska | | 1995 | | 4/1/2019 | (4/1/2021) |
Kansas Information Consortium, LLC | | Kansas | | 1992 | | 12/31/2022 | (annual renewal options)Director |
Our state master contracts typically authorize our subsidiaries to design, build and operate a wide range of digital and web-based services that facilitate interactions between government agencies and businesses or citizens. These are typically long-term contracts that permit any state agency to engage our local subsidiary to develop and provide digital services by executing a statement of work, subject to the approval and oversight of our master contract partner or an oversight authority established by the master contract or applicable law. In many cases, our subsidiaries are also able to use these contracts to provide services for county and city governments within the state. Under the transaction-funded business model most commonly contemplated in these master contracts, our subsidiaries earn revenue through transaction charges paid by users in exchange for access to the services that we provide. These charges support the operation and maintenance of the services, as well as compensate our subsidiaries for the up-front investment and ongoing costs incurred in developing and maintaining the services, all costs that would otherwise be incurred by the state. Our subsidiaries also utilize a portion of the revenue from some of these fees to develop additional digital government services that cannot be supported through transaction-based funding, either because the service would not have sufficient use or the type of service is not compatible with charging a fee.
We typically own all the intellectual property in connection with the applications we develop under our state enterprise contracts. After completion of a defined contract term, our government partner typically receives a perpetual, royalty-free license to use the applications and digital government services we built only in its own state. However, certain proprietary customer management, billing, and payment processing software applications that we have developed and standardized centrally and that are utilized by our portal businesses, are provided to the vast majority of our government partners on a software-as-a-service (“SaaS”) basis, and thus would not be included in any royalty-free license. If our contract expires after a defined term or if our contract is terminated by our government partner for cause, the government partner would be entitled to take over the portal in place, and NIC would have no future revenue from, or obligation to, such former government partner, except as otherwise provided in the contract. We also provide certain payment processing services on a SaaS basis to a few private sector entities and to state and local agencies in states where we do not maintain an enterprise-wide outsourced digital government services contract, and may continue to market these services to other entities in the future. Historically, revenues from these services have not been significant, but have grown in recent years. In some cases, we enter into contracts to provide application development and portal management services to governments in exchange for an agreed-upon fee.
We also enter into statements of work with various agencies and divisions of our government partners for digital access to data and to conduct other citizen-to-government and business-to-government transactions. These statements of work preliminarily establish the pricing of the online transactions and data access services we provide and the amounts we must remit to the agency. These terms are then submitted to the policy-making and fee approval authority for approval. Generally, our contracts provide that the amount of any fees we retain is set by governments to provide us with a reasonable return or profit. We have limited control over the level of fees we are permitted to retain. Any changes made to the amount or percentage of fees retained by us, or to the amounts charged for the services offered, could materially affect the profitability of the respective contract. We have the general ability to control certain of our expenses in the event of a reduction in the amount or percentage of fees we retain; however, there may be a lag in the time it takes to do so should we determine it is necessary.
Any renewal of these contracts beyond the initial term by the government is optional and a government may terminate its contract prior to the expiration date if we breach a material contractual obligation and fail to cure such breach within a specified period or upon the occurrence of other events or circumstances specified in the contract. In addition, 15 contracts under which we provide enterprise-wide outsourced portal and digital government services, as well as our contract with the Federal Motor Carrier Safety Administration ("FMCSA"), can be terminated by the other party without cause on a specified period of notice. Collectively, revenues generated from these contracts represented approximately 61% of our total consolidated revenues for the year ended December 31, 2017. In the event any of these contracts are terminated without cause, the terms of the respective contract may require the government to pay us a fee in order to continue to use our applications in its portal.
Outsourced federal contract
Our subsidiary, NIC Federal, LLC (“NIC Federal”) has a contract with the FMCSA to develop and manage the FMCSA’s Pre-Employment Screening Program (“PSP”) for motor carriers nationwide, using the Company’s transaction-based business model. In 2017, the FMCSA exercised the second of its two one-year renewal options, extending the current contract through August 31, 2018.
The contract can be terminated by the FMCSA without cause on a specified period of notice. The loss of the contract as a result of the expiration, termination or failure to renew the contract, if not replaced, could significantly reduce our revenues and profitability. In addition, we have limited control over the level of fees we are permitted to retain under the contract with the FMCSA. Any changes made to the amount or percentage of fees retained by us, or to the amounts charged for the services offered, could materially affect the profitability of this contract.
Expiring contracts
We currently have nine contracts under which we provide enterprise-wide outsourced portal and digital government services, as well as our contract with the FMCSA, that have expiration dates within the 12-month period following December 31, 2017. Although certain of these contracts have renewal provisions, any renewal is at the option of our government partners, who may choose to not renew the contract, to re-open bidding for the services, to take over the portal in place and provide services internally, or to allow individual government agencies to retain the services of their own providers. Collectively, revenues generated from these contracts represented approximately 43% of our total consolidated revenues for the year ended December 31, 2017. As described above, if a contract expires after a defined term, the government partner would be entitled to take over the portal in place, and NIC would have no future revenue from, or obligation to, such former government partner, except as otherwise provided in the contract.
As previously disclosed, NIC has been informed by representatives of the state of Texas that our subsidiary, Texas NICUSA, LLC (“Texas NICUSA”), has been selected to negotiate a contract to provide the payment processing services set forth in the Texas.gov 3.0 Procurement RFO (the “Texas RFO”), and that Texas NICUSA has not been selected to negotiate a contract to provide the portal operations, maintenance and development services set forth in the Texas RFO. Because the procurement process has not been completed, the ultimate outcome of the process is subject to many risks and uncertainties, including the outcome of negotiations between the state of Texas, NIC and other participants and the final determinations made by the state of Texas. The current agreement between the state of Texas and Texas NICUSA expires on August 31, 2018. The Texas portal accounted for approximately 20% of our total consolidated revenues for the year ended December 31, 2017.
The contract under which our subsidiary, NICUSA Inc. (“NICUSA”), manages the state of Tennessee’s official government portal expired on March 31, 2017. For the years ended December 31, 2017, 2016 and 2015, revenues from the Tennessee portal contract were approximately $1.8 million, $7.5 million and $9.0 million, respectively.
The contract under which our subsidiary, Iowa Interactive, LLC (“II”), managed the state of Iowa’s official government portal expired on June 30, 2016. II provided transition services as required by the contract through November 30, 2016. For the years ended December 31, 2016 and 2015, revenues from the Iowa portal contract were approximately $1.6 million and $1.8 million, respectively.
As previously disclosed, the contract under which our subsidiary, Delaware Interactive, LLC (“DI”), managed the state of Delaware’s official government portal expired on March 31, 2015. For the year ended December 31, 2015, revenues from the Delaware portal contract were approximately $0.6 million.
The expiration of our contracts with the states of Tennessee, Iowa and Delaware did not have a material impact on our consolidated results of operations, cash flows or financial condition.
Our Portal Service Offerings
We work with our state and local government partners to develop, manage, and enhance comprehensive, enterprise-wide, digital government services for their constituents. Our portals are designed to provide user-friendly, convenient, secure multi-channel access, including mobile access, to in-demand government information and services, and include numerous fee-based transaction services and applications that we have developed. These fee-based services and applications allow businesses and citizens to access constantly changing government information and to file necessary government documents. The types of services and the fees charged vary in each portal installation according to the unique preferences of that jurisdiction. In an effort to reduce the frustration businesses and citizens often encounter when dealing with multiple government agencies, we handle cross-agency communications whenever feasible and shield businesses and citizens from the complexity of older, mainframe-based systems that agencies commonly use, creating an intuitive and efficient interaction
with governments. We also provide industry-compliant payment processing systems that accommodate credit/debit cards and electronic checks, as applicable.
Some of the fee-based online services we currently offer in different jurisdictions include:
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| | | | |
Product or Service | | Description | | Primary Users |
Motor Vehicle Driver History Record Retrieval | | For those legally authorized businesses, this service offers controlled instant look-up of driving history records. Includes commercial licenses. | | Data resellers, insurance companies |
| | | | |
Vehicle Title, Lien & Registration | | Provides controlled interactive title, registration, and lien database access. Permits citizens to renew their vehicle registrations online. | | Insurance companies, lenders, citizens |
| | | | |
Motor Vehicle Inspections | | Allows licensed state inspection stations to file certified motor vehicle and emissions testing inspections online. | | Businesses |
| | | | |
Temporary Vehicle Tags | | Records temporary vehicle tag registration of a newly purchased car in real time with the state and issues a customized temporary plate for display on the vehicle. | | Automobile dealerships, citizens, law enforcement |
| | | | |
Driver’s License Renewal | | Permits citizens to renew their driver’s license online using a credit/debit card. | | Citizens |
| | | | |
Hunting and Fishing Licenses | | Permits citizens to obtain and pay for outdoor recreation licenses over the internet or from point-of-purchase retail kiosks. | | Citizens |
| | | | |
Health Professional License Services | | Allows users to search databases on several health professions to verify license status. | | Hospitals, clinics, health insurers, citizens |
| | | | |
Professional License Renewal | | Permits professionals to renew their licenses online using a credit/debit card. | | Attorneys, doctors, nurses, architects, and other licensed professionals |
| | | | |
Business Registrations and Renewals | | Allows business owners to search for and reserve a business name, submit and pay for the business registration, and renew the business registration on an annual basis. | | Businesses |
| | | | |
Secretary of State Business Searches | | Allows users to access filings of corporations, partnerships, and other entities, including charter documents. | | Attorneys, lenders |
| | | | |
|
| | | | |
Uniform Commercial Code (UCC) Searches and Filings | | Permits searches of the UCC database to verify financial liens, and permits filings of secured financial documents. | | Attorneys, lenders |
| | | | |
Limited Criminal History Searches | | For those legally authorized, provides users with the ability to obtain a limited criminal history report on a specified individual. | | Schools, governments, human resource professionals, nonprofits working with children or handicapped adults |
| | | | |
Court Services | | Allows authorized users to search court record databases, make payments for court fines, and in some cases digitally file court documents. | | Legal professionals, citizens |
| | | | |
Vital Records | | Provides authorized access to birth, death, marriage, domestic partnership and civil union certificates. | | Citizens |
| | | | |
Income and Property Tax Payments | | Allows users to file and pay for a variety of state and local income and property taxes. | | Businesses and citizens |
| | | | |
Payment Processing | | Permits use of the internet for secure industry-compliant credit/debit card and electronic check payment processing both online and at the point of sale for government agency transactions. | | Businesses and citizens |
In addition to these and other services, we also provide customer service and support. Our customer service representatives serve as a liaison between our government partners and businesses and citizens.
Revenues
In our outsourced state and local portal businesses, we currently earn revenues from three main sources: (i) interactive government services (“IGS”) and driver history records (“DHR”) which consist mainly of transaction-based fees, (ii) time and materials-based fees for application development and (iii) fixed fees for portal management services. In most of our outsourced portal businesses, the majority of our revenues are generated from transactions, which generally include the collection of transaction-based fees and subscription fees from users. The following table reflects the underlying sources of portal revenues as a percentage of total portal revenues for the years ended December 31:
|
| | | | | | | | | |
| Percentage of Portal Revenues: | | 2017 | | 2016 | | 2015 |
| IGS and DHR | | 95 | % | | 94 | % | | 94 | % |
| Time and materials-based fees for application development | | 3 | % | | 4 | % | | 4 | % |
| Fixed fees for portal management | | 2 | % | | 2 | % | | 2 | % |
The following table identifies each type of service, customer and portal partner that accounted for 10% or more of our total consolidated revenues in any of the past three years:
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| | | | | | | | |
| | Percentage of Total Consolidated Revenues |
| | 2017 | | 2016 | | 2015 |
| Type of Service | | | | | |
| Motor Vehicle Driver History Record Retrieval | 31 | % | | 33 | % | | 35 | % |
| (This is the highest volume, most commercially valuable service the Company offers) | | | | | |
| | | | | | |
| Motor Vehicle Registrations | 14 | % | | 14 | % | | 13 | % |
| | | | | | |
| Customer | | | | | |
| LexisNexis Risk Solutions | 19 | % | | 22 | % | | 23 | % |
| (Resells motor vehicle driver history records to the insurance industry) | | | | | |
| | | | | | |
| Portal Partner | | | | | |
| Texas | 20 | % | | 20 | % | | 21 | % |
Our subsidiaries’ contracts with data resellers, including various contracts with LexisNexis Risk Solutions, are generally self-renewing until canceled by one side or the other, and generally may be terminated at any time after a 30-day notice. These contracts may be terminated immediately at the option of any party upon a material breach of the contract by the other party. Furthermore, these contracts are immediately terminable if the state statute allowing for the public release of these records is repealed.
As previously disclosed, NIC has been informed by representatives of the state of Texas that Texas NICUSA has been selected to negotiate a contract to provide the payment processing services set forth in the Texas RFO, and that Texas NICUSA has not been selected to negotiate a contract to provide the portal operations, maintenance and development services set forth in the Texas RFO. The current agreement between the state of Texas and Texas NICUSA expires on August 31, 2018.
Sales and Marketing
We have two primary sales and marketing goals:
to develop new sources of revenues through new government relationships; and
to retain and grow our revenue streams from existing government relationships.
We have well-established sales and marketing processes for achieving these goals, which are managed by our national sales division and a dedicated marketing function within most of our subsidiaries.
Developing new sources of revenue
We focus our new government sales and marketing efforts on increasing the number of federal, state and local government agencies that desire to make government more accessible and efficient for all by delivering information and/or completing transactions in new and innovative ways. We meet regularly with information technology, business and policy officials at all levels of government to educate them on the services we offer to drive digital government innovation and transformation for their jurisdictions.
We have a dedicated and experienced sales team focused on our top sales priorities at the federal and state level, including enterprise, digital government opportunities using our proven transaction-based funding model, as well as alternative funding models, and agency-level digital government services under a variety of flexible funding models.
We are regular speakers at conferences all over the country devoted to using innovation to facilitate the relationship between governments and the citizens and businesses they serve. In addition to cultivating relationships with federal, state, and local government officials, we also develop supportive and educational relationships with professional and business organizations that may benefit from digital government improvements and new digital services we can deploy. Finally, we focus our corporate marketing efforts on key government decision makers using advertising, white paper development, media relations and social media.
Once a government decides to implement digital services, it typically starts a selection process that operates under special procurement rules that apply to government purchasing. These rules typically require open bidding by possible service providers against a list of requirements established by the government under existing procedures or procedures specifically created for the service provider selection process. We respond to requests for bids with a proposal that details our philosophy, experience, and specific plans for implementing our services and business models. Once our proposal is selected, we enter into negotiations for a contract.
Growing existing markets
In our existing federal, state and local government relationships, our marketing efforts focus on:
expanding the number of government agencies and localities that provide digital government services;
identifying new government services that can be usefully and cost-effectively delivered digitally; and
increasing the number of users who conduct business digitally with governments.
Although each government’s unique political and economic environment drives different marketing and development priorities, we have found many of our core applications to be relevant across multiple jurisdictions. Most of our subsidiaries have a dedicated director of marketing and additional marketing staff who meet regularly with government, business and consumer representatives to discuss potential new services and promote existing services. We also promote the use of our extensive library of unique digital government services to existing and new customers through speaking engagements and targeted advertising to organizations for professionals, including lawyers, bankers and insurance agents who have a need for regular digital interaction with government. We identify services that have been developed and implemented successfully for one government and replicate them in other jurisdictions.
Technology and Operations
Over the past 25 years, we have made substantial investments in the development of internet-based and mobile applications and operations specifically designed to allow businesses and citizens to transact with and receive information from governments online. The scope of our technological expertise includes network engineering as it applies to the interconnection of government systems to the internet, internet security, web-to-legacy system integration, web-to-mainframe integration, web-to-mobile integration, database design, website administration, web page development and payment processing. Within this scope, we have developed and implemented a comprehensive internet portal framework for governments, and a broad array of stand-alone products and services using a combination of our own proprietary technologies and commercially available, licensed technologies. We believe that our technological expertise, coupled with our in-depth understanding of governmental processes and systems, has made us adept at rapidly creating tailored digital government services that keep our partners on the forefront of technology.
Each of our government partners has unique priorities and needs in the development of its digital government services. More than half of our employees work in the internet services, application development and technology operations areas, and most are focused on a single government partner’s application needs. Our employees develop an understanding of a specific government’s application priorities, technical profiles and information technology personnel and management. At the same time, our development directors are trained by experienced technical staff from our other operations, and there is frequent communication and collaboration, which ensures that our government partners can make use of the most advanced digital government services we have developed throughout our organization.
The majority of our portal infrastructure and applications are hosted at a central data facility operated by a third-party, with backup at a similar facility in another location. Some of our portal infrastructure and applications are physically hosted in
each jurisdiction in which we operate on servers that we own or lease, or in a third-party cloud environment. We also provide links to sites that are maintained by government agencies or organizations that we do not manage. Our objective is to provide uninterrupted online service 24 hours per day and seven days a week, and our operations maintain extensive backup, security and disaster recovery procedures.
History has proven that our systems and applications are scalable and can easily be replicated from one government entity to another. We focus on sustaining low-overhead operations, with all major investments driven by the objective of deploying the highest value-added technology and applications to each operation.
Finally, we have designed our government portals and applications to be compatible with virtually any existing system and to be rapidly deployable. To enable speed and efficiency of deployment, we license commercially available technology whenever possible and focus on the integration and customization of these “off-the-shelf” hardware and software components when necessary. While we expect that commercially licensed technology will continue to be available at reasonable costs, there can be no assurance that the licenses for such third-party technologies will not be terminated or that we will be able to license third-party technology and applications for future services. While we do not believe that any one individual technology or application we license is material to our business, changes in or the loss of third-party licenses could lead to a material increase in the costs of licensing or to our products becoming inoperable or their performance being materially reduced, with the result that we may need to incur additional development or procurement costs to help ensure continued performance of our services.
We regard our intellectual property as important to our success. We rely on a combination of nondisclosure and other contractual arrangements with governments, our employees, subcontractors and other third parties, copyrights and privacy and trade secret laws to protect and limit the distribution of the proprietary software applications, documentation and processes we have developed in connection with the digital government services we offer.
Competition
Historically, we have not faced significant competition from companies vying to provide enterprise-wide outsourced portal services to governments; however, we face intense competition from companies providing solutions to individual government agencies. We believe that the principal factors upon which our businesses compete are:
our unique understanding of government needs;
the quality and fit of our digital government services;
speed and responsiveness to the needs of businesses and citizens;
a proven transaction-based business model that is cost-effective; and
our enterprise-wide approach.
We believe we compete favorably with respect to the above-listed factors. In most cases, the principal alternative for our enterprise-wide services is a government-designed and managed service that integrates multiple vendors’ technologies, products and services. Companies that have expertise in marketing and providing technology services to government entities compete with us by further developing their services and increasing their focus on agency-specific segments of their business. Many of our potential competitors are national or international in scope and have greater resources than we do.
Additionally, in some geographic areas, we may face agency-level competition from smaller consulting firms with established reputations and political relationships with potential government partners. Examples of companies that may compete and/or currently compete with us at the agency level are the following:
traditional large systems integrators, including CGI and Unisys;
traditional large software applications developers, including Microsoft and Oracle;
traditional consulting firms, including IBM Corp., Deloitte and Accenture, Ltd.;
digital transaction payment processors, including ACI Worldwide, Inc. and Link2Gov Corp;
software application developers, including Accela, FAST Enterprises and GCR Inc.; and
other niche providers, such as Active Network, Sovereign Sportsman Solutions and Brandt Information Services.
Seasonality
The use of some of our digital government services is seasonal, particularly the accessing of motor vehicle driver history records, resulting in lower revenues from this service in the fourth quarter of each calendar year, due to the lower number of business days in this quarter and a lower volume of transactions during the holiday periods.
Employees
As of December 31, 2017, we had approximately 950 full-time employees, of which approximately 270 were working in corporate operations and approximately 680 were in our outsourced portal and software & services businesses. Our future success will depend, in part, on our ability to continue to attract, retain and motivate highly qualified technical and management personnel. We also employ independent contractors to support our application development, marketing, sales and administrative departments. Our employees are not covered by any collective bargaining agreement, and we have never experienced a work stoppage. We believe that our relations with our employees are good.
ITEM 1A. RISK FACTORS
Our operations are subject to numerous risks and uncertainties, including those described below. If any of these risks occur, our business, financial condition, and results of operations could be materially adversely affected. In that case, the value of our common stock could decline substantially.
Because we have a limited number of government contracts, the termination or non-renewal of certain of these contracts may harm our business.
Currently, we have 27 contracts through which we provide enterprise-wide outsourced portal services to state governments. These contracts typically have multi-year terms with provisions for renewals for various periods at the option of the government. In addition, we have a limited number of other contracts with government agencies through which we provide outsourced portal services, software development and digital government services.
A government typically has the option to terminate its contract prior to the expiration date if we breach a material contractual obligation and fail to cure such breach within a specified period or upon the occurrence of other events or circumstances specified in our contracts.
In addition, we currently have 15 contracts under which we provide outsourced portal and digital government services, as well as our contract with the FMCSA, that can be terminated by the other party without cause upon a specified period of notice. Collectively, revenues generated from these contracts represented approximately 61% of our total consolidated revenues for the year ended December 31, 2017. If any of these contracts are terminated without cause, the terms of the respective contract may require the government to pay us a fee in order to continue to use our applications in its portal.
We currently have nine contracts under which we provide outsourced portal and digital government services, as well as our contract with the FMCSA, that have expiration dates within the 12-month period following December 31, 2017. Although certain of these contracts have renewal provisions, any renewal is at the option of our government partners, who may choose to not renew the contract, to re-open bidding for the services, to take over the portal in place and provide services internally, or to allow individual government agencies to retain the services of their own providers. Collectively, revenues generated from these contracts represented approximately 43% of our total consolidated revenues for the year ended December 31, 2017. If a contract expires after a defined term, the government partner would be entitled to take over the portal in place, and NIC would have no future revenue from, or obligation to, such former government partner, except as otherwise provided in the contract.
The loss of a contract with one or more government partners, as a result of the expiration, termination, or failure to renew the contract, if not replaced, could significantly reduce our revenues and profitability. If these revenue shortfalls were to occur, our business, results of operations, cash flows, and financial condition would be harmed. We cannot be certain if, when, or to what extent, governments might fail to renew or terminate any or all of their contracts with us. As previously disclosed, NIC has been informed by representatives of the state of Texas that our subsidiary, Texas NICUSA, has been selected to negotiate a contract to provide the payment processing services set forth in the Texas RFO, and that Texas NICUSA has not been selected to negotiate a contract to provide the portal operations, maintenance and development services set forth in the Texas RFO. Because the procurement process has not been completed, the ultimate outcome of the process is subject to many risks and uncertainties, including the outcome of negotiations between the state of Texas, NIC and other participants and the final determinations made by the state of Texas. The current agreement between the state of Texas and Texas NICUSA expires on August 31, 2018. The Texas portal accounted for approximately 20% of our total consolidated revenues for the year ended December 31, 2017.
Security breaches or unauthorized access to payment information, including credit/debit card data, and/or personal information that we or our service providers store, process, use or transmit for our business may harm our reputation, cause service disruptions and adversely affect our business and results of operations.
A significant challenge to electronic commerce is the secure transmission of payment information and/or personal information over information technology networks and systems which process, transmit and store electronic information, and manage or support a variety of business processes. The collection, maintenance, use, disclosure, and disposal of payment information and personal information by our businesses are regulated at state and federal levels, and cybersecurity legislation, executive orders and reporting requirements continue to evolve and become more complex. Because we either directly or indirectly through service providers (i) provide the electronic transmission of sensitive and personal information released from and filed with various government entities and (ii) perform online payment and electronic check processing services, we face the risk of a security breach, whether through system attacks, hacking events, acts of vandalism or theft, malware, viruses, human errors, catastrophes or other unforeseen events that could lead to significant disruptions or compromises of information technology networks and systems or the unauthorized release or use of payment information or personal information. Additionally, vulnerabilities in the security of our own internal systems or those of our service providers could compromise the confidentiality of, or result in unauthorized access to, personal information of our employees.
We rely on encryption and authentication technology purchased or licensed from third parties to provide the security and authentication tools to effectively secure transmission of confidential information, including user credit/debit card information and banking data. Advances in computer capabilities, new discoveries in the field of cryptography, threats that evolve ahead of tools designed to counter them, or other developments may result in the breach or compromise of technology used by us to protect transaction data. Data breaches can also occur as a result of non-technical issues, such as so-called “social engineering.”
Despite the various security measures we have in place to protect payment and personal information from unauthorized disclosure and to comply with applicable laws and regulations, our information technology networks and systems and those of our third-party vendors and service providers cannot be made completely secure against security incidents. Even the most well protected information, networks, systems, and facilities remain vulnerable to security breaches or disruptions, because (i) the techniques used in such attempts are constantly evolving and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected for an extended period and (ii) the security methodologies, protocols, systems and procedures used for protection are implemented by humans at each level, and human errors may occur. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, or if such measures are implemented, and even if appropriate training is conducted in support of such measures, human errors may still occur. It is impossible for us to entirely mitigate this risk. A party, whether internal or external, who is able to circumvent our security measures, or those of our service providers, could misappropriate information, including, but not limited to payment information and personal information, or cause interruptions or direct damage to our partners or their users.
Under payment card rules and our contracts with our credit card processors, if there is a breach of payment card information that we store, process, or transmit, we could be subject to fines. We could also be liable to partners for costs of investigation, notification, remediation and credit monitoring and for any damages to users under applicable laws or our partner contracts.
In addition, any noncompliance with privacy laws or a security breach involving the misappropriation, loss or other unauthorized access, use or disclosure of payment information or personal information, or other significant disruption involving our information technology networks and systems, or those of our service providers (whether or not caused by a breach of our contractual obligations or our negligence), may lead to negative publicity, impair our ability to conduct our business, subject us to private litigation and government investigations and enforcement actions and cause us to incur potentially significant liability, damages or remediation costs. It may also cause the governments with whom we contract to lose confidence in us, any of which may cause the termination or modification of our government contracts and impair our ability to win future contracts. Actual or anticipated attacks and risks affecting our own, our service providers’ or our government partners’ environment may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, to train employees, and to engage third-party security experts and consultants. Although we maintain insurance coverage that, subject to policy terms and conditions and subject to a retention, is designed to address certain aspects of security and privacy liability, such insurance coverage may be insufficient to cover or protect against the costs, liabilities, and other adverse effects arising from a security breach or system disruption. If we fail to reasonably maintain the security of confidential information, we may also suffer significant reputational and financial losses and our results of operations, cash flows, financial condition, and liquidity may be adversely affected.
If we are unable to meet the unique challenges involved in contracting with governments and government agencies, our business may be harmed.
Our revenues are generated principally from contracts with state governments and government agencies within a state, and to a lesser extent with federal government agencies, to provide digital government services on behalf of those government entities to complete transactions and distribute public information digitally. We face many risks uniquely associated with government contracting, including:
regulations that govern the fees we collect for many of our services, limiting our control over the level of transaction-based fees we are permitted to retain;
the potential need for governments to draft and adopt specific legislation before they can circulate a request for proposal (“RFP”) to which we can respond or before they can otherwise award a contract or provide a new digital service, and the risk that enabling legislation previously adopted to set up our portal or otherwise to our benefit could be challenged, reinterpreted, repealed or modified;
unexpected changes in legislation that increase our costs or result in a temporary or permanent suspension of our services;
the potential need for changes to legislation authorizing government’s contracting with third parties to receive or distribute public information;
long and complex sales cycles that vary significantly according to each government entity’s policies and procedures;
political resistance to the concept of government agencies contracting with third parties to receive or distribute public information, which has been offered traditionally only by the government agencies and often without charge;
changes in government administrations that could impact existing RFPs, rebids, renewals or extensions; and
government budget deficits and appropriation approval processes and periods, either of which could cause governments to curtail spending on services, including time and materials-based fees for application development or fixed fees for portal management, which constituted approximately 3% and 2% of portal revenues, respectively, for the year ended December 31, 2017.
Each of these risks is outside of our control and could result in harm to our business, results of operations, cash flows, and financial condition.
Because many of our contracts grant our government partners fully paid, perpetual licenses to use and modify certain applications and digital government services we develop, upon a termination by them for cause or the natural expiration of our portal contracts, many of our government partners could elect to take over the operation and maintenance of our
applications themselves, or hire a competitor to operate and maintain such applications. Any such decision to do so could adversely affect our revenues and profits.
After termination for cause or the natural expiration of our portal contracts, it is possible that governments and their contractors may operate the portals themselves using the perpetual use license we typically are contractually obligated to provide to them. This license generally permits the government to use and modify the applications and digital government services we have developed for them in the operation of their portals on a perpetual, royalty-free basis (excluding certain proprietary applications that we provide on a SaaS basis including certain customer management, billing and payment processing applications that we have developed and standardized centrally). This perpetual use license could make it easier and more cost effective for our government partners to elect not to enter into a new contract with us after the expiration of one of our portal contracts. Any such election could adversely affect our revenues and profits. Additionally, anyone using our applications and digital government services may inadvertently allow our intellectual property or other information to fall into the hands of third parties, including our competitors. If a contract is terminated prior to the natural expiration of the term without cause, the terms of the respective contract typically require the government to pay a fee to us in order to continue to use our applications in its portal.
Our ability to grow revenues may be limited by the number of governments and government agencies that choose to provide digital government solutions using our business model and by the finite number of governments with which we may contract for our digital government solutions.
Our revenues are generated principally from contracts with state governments and government agencies within a state to provide digital government solutions on behalf of those government entities to complete transactions and distribute public information digitally. The growth in our revenues largely depends on government entities adopting our business model. We cannot ensure that government entities will choose to provide digital government services or continue to provide digital government services at current levels, or that they will provide such services with private assistance or by adopting our model. Generally, under our enterprise-wide transaction-based business model, we initially generate a high proportion of our revenues from the transaction-based services we provide on behalf of a limited number of government agencies within a state, while other agencies consider participating in the portal. If any of our partner agencies within a state are dissatisfied with even one of the many services we provide, it may negatively affect our ability to convince additional agencies to partner with us or retain our enterprise agreement. The failure to secure contracts with certain government agencies, particularly those agencies that control motor vehicle driver history records, could result in revenue levels insufficient to support a portal’s operations on a self-sustained, profitable basis.
In addition, because there is a finite number of states remaining with which we can contract for our services, future increases in our revenues may depend, in part, on our ability to expand our business model to include multi-state cooperative organizations, local governments, and federal agencies and also to broaden our service offerings to diversify our revenue streams across our lines of business. We cannot ensure that we will succeed in expanding into new markets or broadening our service offerings, or that our services will be adaptable to those new markets.
We earn a significant percentage of our revenues and related accounts receivable from a limited number of services and customers. Any reduction in demand for those services or negative trends in the businesses of those customers could adversely affect our results of operations and financial condition.
We earn a high proportion of our revenues and related accounts receivable from a limited number of services and customers. A significant portion of our revenues is derived from data resellers’ use of our portals to access motor vehicle driver history records for the automobile insurance industry. Transaction-based fees charged for access to motor vehicle driver history records in various states accounted for approximately 31% of our total consolidated revenues for the year ended December 31, 2017. One of these data resellers, LexisNexis Risk Solutions, accounted for approximately 19% of our total consolidated revenues during this period, or approximately three-quarters of our revenues from motor vehicle driver history records. In addition, approximately 16% of our consolidated accounts receivable were from LexusNexis Risk Solutions at December 31, 2017. While fees charged for access to motor vehicle driver history records are currently expected to continue to account for a significant portion of our consolidated revenues for the foreseeable future, regulatory changes or the development or increased use of alternative information sources, such as credit scoring, could materially reduce our revenues from this service. Our contracts with data resellers generally may be terminated at any time after a 30-day notice and may be terminated
immediately at the option of any party in certain circumstances. Furthermore, our credit risk may increase in the event any data resellers experience liquidity or solvency issues. We generally do not require collateral to secure accounts receivable.
In addition, our Texas portal accounted for approximately 20% of our total consolidated revenues during this period. As previously disclosed, NIC has been informed by representatives of the state of Texas that our subsidiary, Texas NICUSA, has been selected to negotiate a contract to provide the payment processing services set forth in the Texas RFO, and that Texas NICUSA has not been selected to negotiate a contract to provide the portal operations, maintenance and development services set forth in the Texas RFO. Because the procurement process has not been completed, the ultimate outcome of the process is subject to many risks and uncertainties, including the outcome of negotiations between the state of Texas, NIC and other participants and the final determinations made by the state of Texas. The current agreement between the state of Texas and Texas NICUSA expires on August 31, 2018.
A reduction in revenues from currently popular services or an inability to collect a major portion of our accounts receivable would harm our business, results of operations, cash flows, and financial condition, and our liquidity may be adversely affected.
We could suffer significant losses and liability if our or our service providers’ operations, systems or platforms are disrupted or fail to perform properly or effectively.
The continued efficiency and proper functionality of our or our service providers’ technical systems, platforms, and operational infrastructure is integral to our performance. As we grow, we continue to purchase equipment and upgrade our technology and network infrastructure to handle increased traffic on the digital portals we operate. We may experience occasional system interruptions and delays that make digital government services unavailable or slow to respond and prevent businesses and citizens from accessing information and services on the digital portals we operate. Any such interruptions or delays in the future could cause users to stop visiting the digital portals we operate and could cause our government partners to penalize us financially or terminate agreements with us. Our operations, systems and platforms, or those of our service providers, may also be disrupted or fail due to catastrophic events such as natural disasters, telecommunications failures, power outages, cyber-attacks, terrorist attacks, acts of war or other catastrophic events. If any of these circumstances occurred, our business could be harmed.
The majority of our portal infrastructure and applications are hosted at leased data centers operated by a third-party on servers we own, with a near real-time backup at a similar facility in a different geographic region of the country. Some of our portal infrastructure and applications are physically hosted in each jurisdiction in which we operate on servers that we own or lease, or in a third-party provided cloud environment. Data center servers are virtually segmented by government partner while housing more than one government partner’s services. An outage in one of the servers hosted outside one of the data centers could affect that government partner’s services. An outage at both of our leased data centers, or at one data center and to the connection to our backup facility, could affect more than one government partner’s services. Any of these system failures could harm our business, results of operations, cash flows, and financial condition. Our insurance policies may not adequately compensate us for any losses that may occur due to any failures of or interruptions in our systems.
Our business will be adversely affected if we are unable to hire, integrate, train, or retain the qualified personnel needed to operate our business.
Our future success will depend, in part, on the efforts of our executive officers and other key employees, most of whom have extensive experience with us and in our industry. The loss of any of our executives or key employees, even with an adequate succession plan, could harm our business. In addition, we may need to hire personnel for new operations in jurisdictions in which we may obtain contracts. We may not be able to retain our current key employees or attract, integrate, or retain other qualified employees in the future. If we do not succeed in attracting new personnel, particularly in the competitive market for information technology professionals, or succeed in integrating, retaining, and motivating our current personnel, our business could be harmed. In addition, new employees generally require substantial training in the presentation, policies, and positioning of our government portals and other services. This training will require substantial resources and management attention.
Increases in credit/debit card association and automated clearing house fees may result in lower transaction volumes and/or a reduction in our earnings.
From time to time, credit/debit card and electronic check processors increase the fees (interchange and assessment fees) that they charge companies such as us. We could attempt to pass these increases along to citizens and businesses, but this might result in the loss of those customers or lower transaction volumes. If we elect not to pass along such increased fees to citizens and businesses in the future, we may have to absorb all or a portion of such increases thereby increasing our operating costs and reducing our earnings.
We depend on third parties, including subcontractors and prime contractors with whom we engage or collaborate for certain projects, deliverables, and/or financial transaction processes. If these parties fail to satisfy their obligations to us or we are unable to maintain these relationships, our operating results and business prospects could be adversely affected.
To satisfy our obligations under contracts, we often engage third parties, including subcontractors, to fulfill certain requirements. We also use third parties to ensure that our services and solutions integrate with the software, systems, or infrastructure requirements of other vendors and service providers. Our ability to serve our clients and deliver our solutions in a timely manner depends on our ability to retain and maintain relationships with subcontractors, vendors, and service providers and the ability of these third parties to meet their obligations in a timely manner, as well as on our effective oversight of their performance. If any third-party fails to perform on a timely basis the agreed-upon services, our ability to fulfill our obligations may be jeopardized. Third-party performance deficiencies could result in the termination of our contract for default. A termination for default could expose us to liability for damages and have an adverse effect on our business prospects, results of operations, cash flows, and financial condition and our ability to compete for future contracts and orders.
In addition, we may act as subcontractor to a third-party prime contractor to secure new projects. Subcontracting arrangements where we are not the prime contractor pose unique risks to us because we may not have control over the customer relationship, and our ability to generate revenue under such subcontracts may depend on the prime contractor, its performance and relationship with the customer, and its relationship with us. We could suffer losses in the event a prime contract under which we serve as a subcontractor is terminated, whether for non-performance by the prime contractor or otherwise. Upon a termination of the prime contract, our subcontract would similarly terminate, and the resulting contract loss could have an adverse effect on our business prospects, results of operations, cash flows, and financial condition and our ability to compete for future contracts and orders.
Potential future acquisitions involve inherent risks that may materially adversely affect our business and results of operations.
To expand our operations and grow our market and client base, we may seek and complete strategic acquisitions and other business combinations in the future. Acquisitions have inherent risks which may have a material adverse effect on our business and results of operations. In particular,
The pursuit of acquisitions and execution of integration plans may divert the attention of our management from other key responsibilities;
We may fail to successfully integrate the business and financial operations, business culture, services, intellectual property, solutions or personnel of an acquired business;
We may assume unanticipated liabilities and contingencies;
We may substantially reduce our cash position, become significantly leveraged as a result of incurring debt or issue additional equity to finance one or more acquisitions; and
Our earnings per share may be diluted as a result of acquisitions.
If we fail to identify suitable potential acquisition candidates, fail to successfully integrate acquired businesses or to fail to implement our business strategies with respect to these acquisitions, we may not be able to achieve projected results or
support the amount of consideration paid for such acquired businesses, and our business and results of operations may be materially adversely affected.
We may become subject to liability under rules and standards for processing electronic direct debit payments from bank accounts and credit card payments.
We are required to comply with the Payment Card Industry’s Data Security Standards (“PCI DSS”) and the rules and standards promulgated by the National Automated Clearing House Association (“NACHA”) because we provide online payment and electronic check processing services. We may become potentially liable if we fail to handle transactions in accordance with these rules, or for failing to return funds within the prescribed time frame to the bank account of the person or entity disputing our authorization to debit those funds, before the dispute regarding our authorization is resolved. Our agreements with governmental agencies at the federal, state, and local levels transfer this obligation for rapid funds return during dispute resolution to the government agencies affected, but in the event that such return does not happen, we may be potentially liable notwithstanding the government’s failure, and we may not be able to obtain reimbursement from the government involved or from the individual user or entity that initiated the debit without authorization. If this were to happen, our business, results of operations, cash flows, and financial condition may be adversely affected. Our credit card and electronic check processing is also subject to the applicable rules of the particular card association or clearinghouse and applicable law. Additionally, in certain jurisdictions we are or may become subject to laws governing money transmitters and anti-money laundering for certain services we offer. If our interpretations, or those of our government partners, of any laws, rules, regulations, or standards are determined to be incorrect, we could be exposed to significant financial liability, substantial fines and penalties, cease and desist orders, and other sanctions that could restrict or eliminate our ability to provide certain of our services in one or more states or accept certain types of transactions in one or more states, or could force us to make costly changes to our business practices. If we were unable to accept payment cards or process checks electronically, our business would be negatively impacted. Even if we are not forced to change our business practices, the costs of compliance and obtaining necessary licenses and regulatory approvals could be substantial.
We may become liable for violations of the Driver Privacy Protection Act as adopted federally or in each state.
We act as an outsourced manager on behalf of states, for electronic access to records pertaining to motor vehicles and motor vehicle operators (driver history records) by users and certain permitted resellers. These records are the largest group of records for which we process electronic access for state agencies, and are processed in most of our portal states. These records contain “personal information” and “sensitive personal information” as defined by the federal Driver Privacy Protection Act, and state versions of that Act adopted in every state (collectively, the “DPPA”). The DPPA regulates categories and circumstances under which “personal information” and “sensitive personal information” may be disclosed to requesters. Each state has procedures for complying with the DPPA, and such procedures may vary from state to state. We closely follow each state’s existing compliance procedures for general access, with our electronic access. If we fail to follow such procedures, or we grant access to users not in compliance with such procedures, or if such procedures are deemed inadequate in some way, our business, results of operations, cash flows, and financial condition may be adversely affected. The DPPA permits statutory damages to be awarded to the subjects of such records, even without proof of actual damage, for certain infringements or violations of the DPPA. We may be potentially liable for such damages in such instances, and we may have no recourse against the state.
We may become liable for violations of certain federal laws applicable to our federal PSP service or other services.
Our PSP service for the FMCSA requires that PSP record data be disclosed in compliance with the Fair Credit Reporting Act (“FCRA”) and the Safe, Accountable, Efficient Transportation Equity Act: A Legacy for Users (“SAFETEA-LU”). We may also have other online services that are or become subject to the FCRA and/or SAFETEA-LU. If we fail to follow such procedures, or we grant access to users not in compliance with such procedures, or if such procedures are deemed inadequate in some way, we may become subject to monetary fines, penalties or damages, and our business, results of operations, cash flows, and financial condition may be adversely affected. The FCRA and SAFETEA-LU permit statutory damages to be awarded to the subjects of such records, even without proof of actual damage, for certain infringements or violations. In addition, any failure to comply with the FCRA, SAFETEA-LU or other federal laws may result in reputational damage.
Compliance with changing regulation of corporate governance, public disclosure and other regulatory requirements or industry standards may result in additional expenses.
Changing laws, regulations, and standards relating to corporate governance, public disclosure and other regulatory requirements or industry standards, including the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Telephone Consumer Protection Act, the Sarbanes-Oxley Act of 2002, the Tax Cuts and Jobs Act, new SEC regulations and the Nasdaq Stock Market rules create uncertainty for public companies such as ours. These laws, regulations, and standards are subject to varying interpretations in many cases due to their lack of specificity, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We are committed to maintaining adequate and appropriate standards of corporate governance and public disclosure. As a result, our efforts to comply with evolving laws, regulations, and standards have resulted in, and certain regulations could continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. Further, because of increasing regulation, our board members and executive officers could face an increased risk of personal liability in connection with the performance of their duties. As a result, we may have difficulty attracting and retaining qualified board members and executive officers, which could harm our business. If our efforts to comply with new or changed laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities in the laws themselves or related to practice, our reputation may be harmed.
If our competitors become more successful in developing and selling products for government-managed services, then our business could be adversely affected.
The principal alternative to our model is a government-designed and managed service that utilizes other vendors’ technologies, products, and services. Companies that have expertise in marketing and providing online services to government entities compete with us by further developing their services and increasing their focus on this area of their businesses. To the extent we are able to continue to expand our services in existing states and our contracts become more profitable, the competition in our markets may increase. Many of our potential competitors are national or international in scope and have greater resources than we do. These resources could enable our potential competitors to offer lower prices or take other measures to gain market share. Additionally, in some geographic areas, we may face competition from smaller consulting firms with established reputations and political relationships with potential government partners. If we do not compete effectively or if we experience any pricing pressures, reduced profit margins or loss of market share, our business, results of operations, cash flows, and financial condition may be adversely affected.
We may be unable to integrate new technologies and industry standards effectively, which may adversely affect our business and results of operations.
Our future success will depend on our ability to enhance and improve the responsiveness, functionality, and features of our services in accordance with industry standards and to address the increasingly sophisticated technological needs of our customers on a cost-effective and timely basis. Our ability to remain competitive will depend, in part, on our ability to:
enhance and improve the responsiveness, functionality, and other features of the government services we offer;
continue to develop our technical expertise;
develop and introduce new services, applications, and technology to meet changing customer needs and preferences; and
influence and respond to emerging industry standards and other technological changes in a timely and cost-effective manner.
We cannot ensure that we will be successful in responding to the above technological and industry challenges in a timely and cost-effective manner. If we are unable to integrate new technologies and industry standards effectively, our business could be harmed.
Our intellectual property rights are valuable and any inability to protect them could harm our company.
We regard our intellectual property as important to our success. We rely on a combination of nondisclosure and other contractual arrangements and policies with governments, our employees, prime contractors, subcontractors, vendors and other third parties, copyrights and privacy and trade secret laws to protect and limit the distribution of the proprietary applications, documentation and processes we have developed in connection with the services we offer. Despite our precautions, third parties may succeed in misappropriating our intellectual property or independently developing similar intellectual property. If we fail to adequately protect our intellectual property rights and proprietary information, if we utilize open source software in a manner that places proprietary source code in the public domain, or if we become involved in litigation relating to our intellectual property rights and proprietary technology, our business could be harmed. Any actions we take may not be adequate to protect our proprietary rights, and other companies may develop technologies that are similar or superior to our proprietary technology.
Because we have certain outsourced portal contracts that contain indemnification provisions, we may suffer monetary liability and damages if claims arise under such contracts. In addition, any failure to meet our obligations under a contract, whether or not there is a claim for which we are liable, may result in reputational damage.
Performance deficiencies by us or our third-party vendors, including subcontractors, could result in a default under one or more of our contracts, which could expose us to liability and have an adverse effect on our business prospects, on our financial condition, and on our ability to compete for future outsourced portal contracts. Further, under certain of our outsourced portal contracts, we are required to fully indemnify our government partners against claims arising from our performance or the performance of our third-party vendors, including subcontractors. If we fail to meet our contractual obligations, if our performance or our third-party vendors’ performance gives rise to claims, if our government partners are otherwise held liable for claims related to the services provided under our contracts, or if our government partners seek to hold us liable for claims or damages related to the services provided under our contracts, we could be subject to legal liability, monetary damages and loss of customer relationships. Additionally, in many of our contracts, our government partners do not indemnify us from losses related to their performance or non-performance.
Our business will suffer if we lose the right to provide access to the content filed or distributed through our outsourced portals or we are held liable for the content that we pass to users from government entities.
We do not own or create the content filed or distributed through the government portals we operate. We depend on the governments with which we contract to supply information and data feeds to us on a timely basis to allow businesses and citizens to complete transactions and obtain government information. We cannot ensure that these data sources will continue to be available in the future. Government entities could terminate their contracts to provide data. Changes in regulations could mean that governments no longer collect some types of data or that the data is protected by more stringent privacy rules preventing uses now made of it. Moreover, our data sources are not always subject to exclusive agreements, so that data included in our services also may be included in those of our potential competitors. In addition, we depend upon the accuracy and reliability of government computer systems and data collection for the content distributed through the portals we operate. The loss, unavailability, or inaccuracy of our data sources in the future, or the loss of our exclusive right to distribute some of the data sources, could harm our business, results of operations, cash flows, and financial condition.
Because we aggregate and digitally distribute private and sensitive public information, we may face potential liability for defamation, libel, negligence, invasion of privacy, and other claims based on the nature and content of the material that is published on or distributed through the government portals we operate. Most of the agreements through which we obtain consent to disseminate this information do not contain indemnity provisions in our favor. These types of claims have been brought, sometimes successfully, against online services and websites in the past. We cannot ensure that our insurance will be adequate to reimburse us for all liability that may be imposed. Any liability that is not covered by our insurance or is in excess of our insurance coverage could severely harm our business operations and financial condition.
We may need more working capital to fund operations and expand our business, and any failure to obtain such needed working capital would adversely affect our business.
Although we believe that our current financial resources and future cash generated from operations will be sufficient to meet our present working capital and capital expenditure requirements and potential dividend payments for at least the next 12 months, we may need to raise additional capital before this period ends to further:
fund operations, if unforeseen costs or revenue shortfalls arise;
support our expansion into other states and federal government agencies beyond what is contemplated if unforeseen opportunities arise;
expand our product and service offerings beyond what is contemplated if unforeseen opportunities arise;
fund acquisitions;
respond to unforeseen competitive pressures; and
acquire technologies beyond what is contemplated.
Our future liquidity and capital requirements will depend upon numerous factors, including the success of our existing and new service offerings and potentially competing technological and market developments. However, any projections of future cash flows are subject to substantial uncertainty. If current cash, lines of credit, and cash generated from operations are insufficient to satisfy our liquidity requirements, we may seek to sell additional equity securities, issue debt securities, or draw on the unused portion of our line of credit. If we need to obtain new debt or equity financing in the future, the terms and availability of such financing may be impacted by economic and financial market conditions, as well as our financial condition and results of operations at the time we seek additional financing. The sale of additional equity securities could result in dilution to our stockholders. From time to time, we expect to evaluate the acquisition of or investment in businesses and technologies that complement our various digital government businesses. Acquisitions or investments might affect our liquidity requirements or cause us to sell additional equity securities or issue debt securities. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all. If adequate funds were not available on acceptable terms, our ability to develop or enhance our applications and services, take advantage of future opportunities, or respond to competitive pressures would be significantly limited. This limitation could harm our business, results of operations, cash flows, and financial condition.
Our quarterly results of operations may be volatile and difficult to predict. If our quarterly results of operations, future growth, profitability or dividends fail to meet the expectations of public market analysts or investors, the market price of our common stock may decrease significantly.
Our future revenues and results of operations may vary significantly from quarter to quarter due to a number of factors, many of which are outside of our control, and any of which may harm our business. These factors include:
the commencement, completion, or termination of contracts during any quarter;
the introduction of new services by us or our competitors;
technical difficulties or system downtime affecting the operation of our services;
the amount and timing of operating costs and capital expenditures relating to the expansion of our business operations and infrastructure;
unexpected changes in federal, state and local legislation that increase our costs and/or result in a temporary or permanent decrease in our revenues;
the seasonal use of some of our services, particularly the accessing of motor vehicle driver history records;
changes in economic conditions;
the result of negative cash flows due to capital investments; and
significant charges related to acquisitions.
Due to the factors noted above and the other factors described in these Risk Factors, our financial performance in a quarter may be lower than we anticipate and if we are unable to reduce spending in that quarter, our results of operations for that quarter may be harmed. One should not rely on quarter-to-quarter comparisons of our results of operations as an indication of future performance. It is possible that in some future periods our results of operations may be below the expectations of
public market analysts and investors. If this occurs, the price of our common stock may decline. In addition, if we fail to meet expectations related to future growth, profitability, dividends or other market expectations, the price of our common stock may decline.
Our payment of dividends in the future is subject to a number of risks and uncertainties, and any failure to pay dividends in the future or any reduction in the amount of future dividend payments may adversely affect our stockholders.
Although our Board of Directors has approved a dividend policy pursuant to which it plans to make, subject to subsequent declaration, regular quarterly cash dividends, the payment of future dividends is subject to a number of risks and uncertainties, and we may not pay quarterly dividends in the same amounts or at all in the future. Our Board monitors and evaluates our dividend practice quarterly and may elect to increase, decrease or not pay a dividend at any time. Our ability to pay dividends could be affected by future business performance, liquidity, capital needs, alternative investment opportunities and debt covenants associated with our line of credit. Any future determination as to the payment of dividends will be made at the discretion of our Board of Directors and will depend on our operating results, financial condition, capital requirements, general business conditions and such other factors as our Board of Directors deems relevant. Any future decisions to reduce or discontinue paying cash dividends to our stockholders could cause the trading price for our common stock to decline and could adversely affect our stockholders.
We may be subject to intellectual property infringement claims, which are costly to defend and could limit our ability to use certain technologies in the future.
We may become subject to claims alleging infringement of third-party intellectual property rights. Our portal contracts require us to indemnify our government partners for infringing software we build or use. Any claims could subject us to costly litigation, and may require us to pay damages and develop non-infringing intellectual property or acquire licenses to the intellectual property that is the subject of the alleged infringement. Licenses for such intellectual property may not be available on acceptable terms or at all. Litigation regarding intellectual property rights is common in the internet and software industries. We expect third-party infringement claims involving internet technologies and software products and services to continue to increase. If an infringement claim is filed against us, we may be prevented from using certain technologies and may incur significant costs resolving the claim. We cannot ensure that our applications and services do not infringe on the intellectual property rights of third parties. In addition, we have agreed, and expect that we may agree in the future, to indemnify certain of our partners against claims that our services infringe upon the intellectual property rights of others. We could incur substantial costs in defending ourselves and our partners against infringement claims.
We depend on technology licensed to us by third parties, and the loss of access to, or improper management of the licensing of this technology could delay implementation of our services or force us to pay higher license fees or fines.
We license numerous third-party technologies and applications that we incorporate into our existing service offerings, and on which, in the aggregate, we are substantially dependent. There can be no assurance that the licenses for such third-party technologies will not be terminated or that we will be able to license third-party technology and applications for future services. While we do not believe that one individual technology or application we license is material to our business, changes in or the loss of third-party licenses could lead to a material increase in the costs of licensing, or to our products becoming inoperable or their performance being materially reduced. The result could be that we may need to incur additional development or procurement costs to continue the performance of our services, and either the cost of such undertakings or the failure to successfully complete such undertakings could have a material adverse effect on our business, results of operations, cash flows, and financial condition. Additionally, because of the decentralized nature of our operations, licensing of third-party technology can be complex and difficult to track and continually monitor. Our inability to do so could result in fines, an increase in licensing fees, or the temporary inability to utilize the third-party technology until licensing issues are resolved.
A prolonged economic slowdown could harm our operations.
A prolonged economic slowdown or recession could materially impact our operations to the extent it results in reduced demand for internet-based access to digital government services. In addition, it may hinder our efforts to obtain new business by distracting the attention of governments or impairing the ability of governments to hear or act upon our value proposition due to reduced personnel or turnover. These same factors may also jeopardize our renewal or rebid opportunities on existing
contracts. If current market and economic conditions deteriorate, we may experience adverse impacts on our business, results of operations, cash flows, and financial condition.
Our cash could be adversely affected if any of the financial institutions in which we hold our cash fails or becomes subject to other adverse conditions in the financial or credit markets.
Our cash primarily includes cash on hand in the form of bank deposits. We maintain our cash with major financial institutions. Deposits with these financial institutions exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. At December 31, 2017, the amount of cash covered by FDIC deposit insurance was $8.6 million, and $152.2 million of cash was above the FDIC deposit insurance limits. These balances and our liquidity could be affected if one or more of the financial institutions with which we deposit funds fails or becomes subject to other adverse conditions in the financial or credit markets. To date, we have experienced no loss or lack of access to our cash; however, we can provide no assurance that access to our liquidity will not be impacted or that we will not lose deposited funds in excess of FDIC insurance limits as a result of the failure or insolvency of any these financial institutions or adverse conditions in the financial and credit markets.
If our rate of growth accelerates, we may not effectively manage our growth, which could adversely affect our business and our results of operations.
Our growth rate may accelerate if we experience increased acceptance of our services under new or existing government contracts. If we cannot manage our growth effectively, we may not be able to coordinate the activities of our technical, accounting, and marketing staffs, and our business could be harmed. As part of our growth plan, we must implement new operational procedures and internal controls to expand, train, and manage our employees and to coordinate the operations of our various subsidiaries. If we cannot successfully implement government contracts that were recently awarded or may be awarded in the future in a timely and cost-effective manner or effectively manage the growth of the government portals we operate, our staff, software installation and maintenance teams, offices and operations, our business and results of operations may be adversely affected.
We are subject to independent audits as requested by our government customers. Deficiencies in our performance under a government contract could result in contract termination, reputational damage, or financial penalties.
Each government entity with which we contract for outsourced portal services may have the authority to require an independent audit of our performance and financial management of contracted operations in each respective state. The scope of audits could include inspections of income statements, balance sheets, fee structures, collections practices, service levels, security practices, and our compliance with contract provisions and applicable laws, regulations, and standards. The expansion of our operations into new markets and services may further expose us to requirements and potential liabilities under additional statutes and rules that have previously not been relevant to our business. We cannot ensure that a future audit will not find any material performance deficiencies that would result in an adjustment to our revenues and result in financial penalties. Moreover, any consequent negative publicity could harm our reputation among other governments with which we would like to contract. These factors could harm our business, results of operations, cash flows, and financial condition.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Our principal administrative office occupies a total of approximately 42,000 square feet of leased space at 25501 West Valley Parkway, Suite 300, Olathe, Kansas 66061. All of our subsidiaries also lease their facilities. We do not own any real property and do not currently anticipate acquiring real property or buildings in the foreseeable future.
ITEM 3. LEGAL PROCEEDINGS
Litigation
We are involved from time to time in legal proceedings and litigation arising in the ordinary course of business. However, we are not currently a party to any material legal proceedings.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock trades on the Nasdaq Stock Market under the symbol “EGOV.” The following table shows the range of highest and lowest sales prices for our common stock reported on the Nasdaq Stock Market during each quarter of the two most recent years.
|
| | | | | | | | |
| Twelve Months Ended December 31, 2017 | | High | | Low |
| First Quarter | | $ | 25.70 |
| | $ | 19.50 |
|
| Second Quarter | | $ | 22.40 |
| | $ | 18.60 |
|
| Third Quarter | | $ | 19.73 |
| | $ | 15.45 |
|
| Fourth Quarter | | $ | 18.90 |
| | $ | 15.50 |
|
| | | | | |
| Twelve Months Ended December 31, 2016 | | High | | Low |
| First Quarter | | $ | 20.02 |
| | $ | 14.48 |
|
| Second Quarter | | $ | 21.98 |
| | $ | 17.06 |
|
| Third Quarter | | $ | 23.82 |
| | $ | 21.76 |
|
| Fourth Quarter | | $ | 25.90 |
| | $ | 21.65 |
|
As of February 8, 2018, there were approximately 205 holders of record of shares of our common stock.
Dividend Policy
In 2016, our Board of Directors approved a dividend policy pursuant to which it plans to make, subject to subsequent declaration, regular quarterly cash dividends of $0.08 per share, beginning with the declaration and payment in the first quarter of 2017. For each dividend paid, a dividend equivalent is paid simultaneously on unvested shares of service-based restricted stock. In addition, holders of performance-based restricted stock accrue dividend equivalents, for each dividend declared, that could be earned and become payable in the form of additional shares of common stock at the end of the respective performance period to the extent that the underlying shares of performance-based restricted stock were earned.
While our Board of Directors currently intends to authorize the payment of regular quarterly cash dividends on our common stock, the Board monitors and evaluates our dividend practice quarterly and may elect to increase, decrease or not pay a dividend at any time. Our ability to pay dividends could be affected by future business performance, liquidity, capital needs, alternative investment opportunities and debt covenants associated with our line of credit.
Any future determination as to the payment of dividends will be made at the discretion of our Board of Directors and will depend on our operating results, financial condition, capital requirements, general business conditions and such other factors as our Board of Directors deems relevant.
Dividends
On January 29, 2018, our Board of Directors declared a regular quarterly cash dividend of $0.08 per share, payable to stockholders of record as of March 6, 2018. The dividend, which is expected to total approximately $5.4 million, will be paid on March 20, 2018.
In 2017, our Board of Directors declared the following dividends (payment in thousands):
|
| | | | |
| Declaration Date | Dividend per Share | Record Date | Payment Date | Payment |
| January 30, 2017 | $0.08 | March 7, 2017 | March 21, 2017 | $5,342 |
| May 2, 2017 | $0.08 | June 6, 2017 | June 20, 2017 | $5,350 |
| July 31, 2017 | $0.08 | September 6, 2017 | September 20, 2017 | $5,351 |
| October 30, 2017 | $0.08 | December 5, 2017 | December 19, 2017 | $5,350 |
On November 1, 2016, our Board of Directors declared a special cash dividend of $0.65 per share, payable to stockholders of record as of November 16, 2016. The dividend, totaling approximately $43.3 million, was paid on December 9, 2016.
Performance Graph
The performance graph below compares the annual change in our cumulative total stockholder return on our common stock during a period commencing on December 31, 2012, and ending on December 31, 2017 (as measured by dividing (i) the sum of (A) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment and (B) the difference between our share price at the end and the beginning of the measurement period; by (ii) the share price at the beginning of the measurement period) with the cumulative total return of each of: (a) the Nasdaq Composite (U.S.) Index, and (b) a Peer Group described below assuming a $100 investment on December 31, 2012. The stock price performance on the graph below is not necessarily indicative of our future stock price performance.
Comparison of Cumulative Total Return Among
NIC, Inc., Nasdaq Composite (U.S.) Index and a Peer Group
`
|
| | | | | | | | | | | | | | | | | | |
| Total Return Analysis | 12/31/2012 | 12/31/2013 | 12/31/2014 | 12/31/2015 | 12/31/2016 | 12/31/2017 |
| NIC Inc. | $ | 100.00 |
| $ | 157.62 |
| $ | 119.07 |
| $ | 130.25 |
| $ | 167.00 |
| $ | 118.05 |
|
| Nasdaq Composite | $ | 100.00 |
| $ | 138.32 |
| $ | 156.85 |
| $ | 165.84 |
| $ | 178.28 |
| $ | 228.63 |
|
| Peer Group | $ | 100.00 |
| $ | 157.70 |
| $ | 157.53 |
| $ | 207.08 |
| $ | 207.22 |
| $ | 276.90 |
|
While not all of the 15 companies in the Peer Group provide services exclusively to governments, each company has a business focus, customer focus or business model generally similar to that of NIC. The Peer Group is comprised of: ACI Worldwide, Inc. (ACIW), j2 Global, Inc. (JCOM), CoStar Group, Inc. (CSGP), Blackbaud, Inc. (BLKB), Liquidity Services, Inc. (LQDT), Tyler Technologies, Inc. (TYL), Perficient, Inc. (PRFT), Bottomline Technologies, Inc. (EPAY), DHI Group, Inc. (DHX), LogMeIn, Inc. (LOGM), Ebix, Inc. (EBIX), LivePerson, Inc. (LPSN), VASCO Data Security International, Inc. (VDSI), Stamps.com, Inc. (STMP), and XO Group, Inc. (XOXO).
The performance graph and related text are being furnished to and not filed with the SEC, and will not be deemed to be “soliciting material” or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934 or to the liabilities of Section 18 of the Securities Exchange Act of 1934, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we specifically incorporate such information by reference into such a filing.
Share Repurchases
During the fourth quarter of 2017, we acquired and cancelled shares of common stock surrendered by employees to pay income taxes due upon the vesting of restricted stock as follows:
|
| | | | | | | | | | | |
| Period | | Total Number of Shares Purchased | | Average Price Paid per Share | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs |
| October 9, 2017 | | 176 |
| | $ | 17.40 |
| | N/A | | N/A |
| October 12, 2017 | | 346 |
| | $ | 17.45 |
| | N/A | | N/A |
| October 13, 2017 | | 199 |
| | $ | 17.50 |
| | N/A | | N/A |
| October 28, 2017 | | 724 |
| | $ | 17.00 |
| | N/A | | N/A |
| Total | | 1,445 |
| | $ | 17.23 |
| | N/A | | N/A |
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data set forth below should be read in conjunction with the Consolidated Financial Statements and related Notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in this Form 10-K (amounts in thousands in the tables below, except per share data).
|
| | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 | | 2014 | | 2013 |
| Consolidated Statement of Income Data: | | | | | | | | | |
| Total revenues | $ | 336,508 |
| | $ | 317,915 |
| | $ | 292,376 |
| | $ | 272,097 |
| | $ | 249,279 |
|
| Operating income before income taxes | 78,337 |
| | 77,858 |
| | 67,295 |
| | 63,014 |
| | 52,559 |
|
| Net income | 51,614 |
| | 55,833 |
| | 41,979 |
| | 39,058 |
| | 32,038 |
|
| Net income per share - basic | 0.77 |
| | 0.84 |
| | 0.63 |
| | 0.59 |
| | 0.49 |
|
| Net income per share - diluted | 0.77 |
| | 0.84 |
| | 0.63 |
| | 0.59 |
| | 0.49 |
|
| Dividends declared per share | 0.32 |
| | 0.65 |
| | 0.55 |
| | 0.50 |
| | 0.35 |
|
|
| | | | | | | | | | | | | | | | | | | |
| | December 31, |
| | 2017 | | 2016 | | 2015 | | 2014 | | 2013 |
| Consolidated Balance Sheet Data: | | | | | | | | | |
| Total assets | $ | 295,731 |
| | $ | 240,862 |
| | $ | 241,237 |
| | $ | 172,039 |
| | $ | 179,974 |
|
| Long-term debt (includes current portion of notes payable/capital lease obligations) | — |
| | — |
| | — |
| | — |
| | — |
|
| Total stockholders' equity | 168,242 |
| | 133,903 |
| | 115,806 |
| | 104,137 |
| | 91,936 |
|
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautions about Forward-Looking Statements
Statements in this Annual Report on Form 10-K regarding NIC Inc. and its subsidiaries (referred to herein as “the Company”, “NIC”, “we”, “our” or “us”) and its business, which are not current or historical facts, are “forward-looking statements” that involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements of plans and objectives, statements of future economic performance or financial projections, statements regarding the planned implementation of new portal contracts and new projects under existing portal contracts, statements of assumptions underlying such statements, statements relating to possible future dividends and statements of our intentions, hopes, beliefs, expectations, or predictions of the future. For example, statements like we “expect,” we “believe,” we “plan,” we “intend,” or we “anticipate” are forward-looking statements. Investors should be aware that our actual operating results and financial performance may differ materially from our expressed expectations because of risks and uncertainties about the future including those risks discussed in this 2017 Annual Report on Form 10-K.
There are a number of important factors that could cause actual results to differ materially from those suggested or indicated by such forward-looking statements. These include, among others, our success in renewing existing contracts and in signing contracts with new states and with federal and state government agencies; our ability to successfully increase the adoption and use of digital government services; the possibility of security breaches or disruptions through cyber attacks or other events and any resulting liability; our ability to implement new contracts and any related technology enhancements in a timely and cost-effective manner; the possibility of reductions in fees or revenues as a result of budget deficits, government shutdowns, or changes in government policy; continued favorable government legislation; acceptance of digital government services by businesses and citizens; competition; general economic conditions; and the other factors discussed under “CAUTIONS ABOUT FORWARD LOOKING STATEMENTS” in Part I and “RISK FACTORS” in Part I, Item 1A of this 2017 Annual Report on Form 10-K. Investors should read all of these discussions of risks carefully.
All forward-looking statements made in this Annual Report on Form 10-K speak only as of the date of this report. Except as may be required by law, we will not update the information in this 2017 Annual Report on Form 10-K if any forward-looking statement later turns out to be inaccurate. Investors are cautioned not to put undue reliance on any forward-looking statement.
What We Do – An Executive Summary
We are a leading provider of digital government services that help governments use technology to provide a higher level of service to businesses and citizens and increase efficiencies. We accomplish this currently through two channels: our primary outsourced portal businesses and our software & services businesses.
In our primary outsourced portal business, we generally enter into contracts primarily with state and local governments to design, build, and operate internet-based enterprise-wide portals on their behalf. We typically enter into multi-year contracts and manage operations for each government partner through separate local subsidiaries that operate as decentralized businesses with a high degree of autonomy. Our portals consist of websites and applications that we build, which allow businesses and citizens to access government information through multiple online channels, including mobile, and complete secure transactions. These transactions include applying for a permit, retrieving government records, or filing a government-mandated form or report. We help increase our government partners’ revenues by expanding the distribution of their information assets and increasing the number of financial transactions conducted with governments. We do this by marketing portal services and soliciting users to complete government-based transactions and to enter into subscriber contracts that permit users to access the portal and the government information contained therein in exchange for transactional and/or subscription user fees. We are typically responsible for funding the up-front investments and ongoing operations and maintenance costs of the government portals. Our unique business model allows us to generate revenues by sharing in the fees collected from online transactions. Our partners benefit because they reduce their financial and technological risks, increase their operational efficiencies, and gain a centralized, customer-focused presence on the internet, while businesses and citizens gain a faster, more convenient, and more cost-effective means to interact with governments.
On behalf of our government partners, we enter into statements of work with various agencies and divisions of the government to provide specific services and to conduct specific transactions. These statements of work preliminarily establish the pricing of the online transactions and data access services we provide and the division of revenues between us and the government agency. The government oversight authority must approve prices and revenue sharing agreements. We have limited control over the level of fees we are permitted to retain. Any changes made to the amount or percentage of fees retained by us, or to the amounts charged for the services offered, could materially affect the profitability of the respective contract. We typically own all the intellectual property in connection with the applications developed under these contracts. After completion of a defined contract term, the government partner typically receives a perpetual, royalty-free license to use the applications and digital government services we built only in its own state. However, certain enterprise applications that we have developed and standardized centrally and that are utilized by our portal businesses, are provided to most of our government partners on a software-as-a-service (“SaaS”) basis, and thus would not be included in any royalty-free license. If our contract expires after a defined term or if our contract is terminated by our government partner for cause, the government agency would be entitled to take over the portal in place, and NIC would have no future revenue from, or obligation to, such former government partner, except as otherwise provided in the contract. We also provide certain payment processing services on a SaaS basis to a few private sector entities and to state and local agencies in states where we do not maintain an enterprise-wide outsourced portal contract, and may continue to market these services to other entities in the future. Historically, revenues from these services have not been significant, but have grown in recent years. In some cases, we enter into contracts to provide consulting, application development and portal management services to governments in exchange for an agreed-upon fee.
Our objective is to strengthen our position as the leading provider of digital government services. Key strategies to achieve this objective include:
Renew all current outsourced government contracts – First and foremost, we will strive to renew all currently profitable outsourced government contracts. We currently have nine contracts under which we provide enterprise-wide outsourced portal and digital government services, as well as our contract with the Federal Motor Carrier Safety Administration ("FMCSA"), that have expiration dates within the 12-month period following December 31, 2017. As previously disclosed, NIC has been informed by representatives of the state of Texas that Texas NICUSA has been selected to negotiate a contract to provide the payment processing services set forth in the Texas RFO, and that Texas NICUSA has not been selected to negotiate a contract to provide the portal operations, maintenance and development services set forth in the Texas RFO. The current agreement between the state of Texas and Texas NICUSA expires on August 31, 2018.
Win new government contracts – A key objective of ours is to win new contracts with federal, state and local government agencies. We continue to invest in business development and marketing efforts, including a combination of strategic advertising and public relations initiatives. We have responded to several active procurement opportunities and realized significant benefits from our investments, including contracts with new government partners in recent years.
Our goal is to continue expanding our number of government partners by leveraging our strong relationships with current government partners and our reputation for providing proven digital government solutions. We intend to continue marketing our services to new governments in federal, state and local jurisdictions. Our expansion efforts include developing relationships and sponsors throughout an individual government entity, pursuing strategic technology alliances, making presentations at conferences of government executives with responsibility for information technology policy and developing contacts with organizations that act as forums for discussions between these executives.
Increase transactional revenues from our existing government portals – Part of our strategy is to increase transactional revenues from our existing government portals by building new applications and services, taking successful applications and services and implementing them in our other government portal states and increasing the adoption of existing portal applications and services within each state where we operate. We intend to accomplish this with new service offerings, increased operational focus and expanded marketing initiatives. In addition, we will work closely with the governance authority for each of our partner portals to evaluate the pricing of new and existing services to encourage higher usage and increase revenue streams. We plan to continue our development of new secure online transactional services that enable government agencies to interact more effectively and efficiently with businesses, citizens and other government agencies through multiple online channels, including
mobile. We will continue to work with government agencies, professional associations and other organizations to better understand the current and future needs of our customers. We will continue to work with our government partners to create awareness of the online alternatives to traditional government interactions through initiatives such as informational brochures and inclusion of website information on government communication materials. In addition, we will continue to update our portals to highlight new government service information provided on the portals. We plan to work with professional associations to directly and indirectly communicate to their members the potential convenience, ease of use and other benefits of the services our portals offer.
In addition to overall portal revenue growth, which includes both organic revenue growth and growth from new portal contracts, an important financial metric that we use to gauge our success in increasing transactional revenues in our existing portal businesses is same state revenue growth. We define same state revenues as those from states in operation and generating comparable revenues for two full periods.
Our long-term goal is to grow same state revenues at our historical average of approximately 8-10% per year. Same state portal revenues grew 6% in 2017 compared to 8% in 2016. Revenues from interactive government services, or IGS, primarily consist of transaction fees generated by means other than from providing electronic access to motor vehicle driver history records, or DHR. As IGS revenues continue to become a larger component of overall portal revenues, our growth in same state IGS revenues becomes more important to our overall growth as a company. Same state IGS revenues grew 11% in 2017 compared to 12% in 2016.
Growth in DHR revenues is also an important factor in our goal for overall same state revenue growth. Historically, DHR price increases have been relatively infrequent, and our ability to grow same state DHR revenues has been limited, as such revenues have been driven by broader economic factors outside of our control. Absent DHR price increases, same state DHR revenue growth has historically ranged from flat to 4% per year. Same state DHR revenues increased by 1% in 2017 compared to 2% in 2016.
Continue to grow profitability – In addition to driving same state revenue growth, part of our strategy is to increase profitability by driving cost containment efforts throughout the Company and maintaining a lean organizational structure that fosters entrepreneurial decision-making and innovation, and accentuates the potential financial leverage of our business model.
An important financial metric that we use to gauge our portal profitability is portal gross profit percentage, or gross profit rate, which is calculated by dividing portal gross profit (portal revenues minus cost of portal revenues, excluding depreciation and amortization) by portal revenues. Our portal gross profit rate was 38% for 2017 and 39% for both 2016 and 2015. We carefully monitor our portal gross profit percentage to strike the balance between generating a solid return for our stockholders and delivering value to our government partners through reinvestment in our portal businesses (which we believe also benefits our stockholders).
We also view selling & administrative expenses, expressed as a percentage of total consolidated revenues, to be an important indicator of the relative year-over-year growth in our corporate level expenses and financial leverage of our overall business. Selling & administrative expenses as a percentage of total consolidated revenues were 15% for 2017, 2016 and 2015.
Finally, our consolidated operating income margin (operating income before income taxes divided by total consolidated revenues) is an important measure of our overall profitability. This metric was 23% in 2017, 24% in 2016 and 23% in 2015.
Overview of Business Models and Revenue Recognition
We classify our revenues and cost of revenues into two categories: (1) portal and (2) software & services. The portal category includes revenues and cost of revenues primarily from our subsidiaries operating state and local government portals on an outsourced basis. The software & services category primarily includes revenues and cost of revenues from our subsidiaries that provide software development and digital government services, other than outsourced portal services, to state and local governments as well as federal agencies. We currently earn revenues from three main sources: transaction-based fees, time
and materials-based fees for application development and fixed fees for portal management services. Each of these revenue types and the corresponding business models are further described below.
Our outsourced portal businesses
We categorize our outsourced portal businesses according to the underlying source of revenue. A brief description of each category follows:
Transaction-based: which consists of transaction-based fees from:
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▪ | IGS: mainly consists of transaction fees from interactive government services, referred to as IGS, from sources other than digital access to motor vehicle driver history records, for transactions conducted by business users and consumer users through our portals and which are generally recurring. For a representative listing of the IGS applications we currently offer through our portals, refer to Part I, Item 1 in this Form 10-K.
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▪ | DHR: mainly consists of transaction fees from driver history records, referred to as DHR, for providing digital access to motor vehicle driver history records from our state portals to data resellers, insurance companies, and other pre-authorized customers on behalf of our state partners, and which are generally recurring.
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Portal software development and services: these are revenues from the performance of application development projects and other time and materials services for our government partners. While we actively market these services, they do not have the same degree of predictability as our transaction-based or portal management revenues and are not generally recurring. As a result, these revenues are excluded from our recurring portal revenue percentage.
Portal management: these are revenues from the performance of fixed fee portal management services for our current government partner in the state of Indiana which are generally recurring.
In our outsourced portal businesses, IGS revenues represented approximately 62% of portal revenues, DHR revenues represented approximately 33%, portal software development and services revenues represented approximately 3% and portal management revenues represented approximately 2% in 2017. The highest volume, most commercially valuable service we offer is digital access to driver history records. This service accounted for approximately 31%, 33% and 35% of our total consolidated revenues in 2017, 2016 and 2015, respectively. We currently believe that while this service will continue to be an important source of revenue, its contribution as a percentage of total consolidated revenues on an individual portal basis will decline modestly as other sources grow. LexisNexis Risk Solutions, which resells these records to the auto insurance industry, accounted for approximately 19%, 22% and 23% of our total consolidated revenues in 2017, 2016 and 2015, respectively. In addition, we offer a service in several of our states for online motor vehicle registration and licensing. This service accounted for approximately 14%, 14% and 13% of our total consolidated revenues in 2017, 2016 and 2015, respectively.
Data resellers, such as LexisNexis Risk Solutions, and companies who access DHR records have entered into contracts with the portals our subsidiaries operate to request these records from the various states with which we have contracts. Under the terms of these contracts, we provide data resellers with driver’s license and traffic records that vary by contract, for fees per record requested. The fees charged to all entities that access DHR records are the same for records of a particular state. We typically collect the entire fee, of which a certain portion is remitted to the state by statute. These contracts are generally self-renewing until canceled by one side or the other, and generally may be terminated at any time after a 30-day notice. These contracts may be terminated immediately at the option of any party upon a material breach of the contract by the other party. Furthermore, these contracts are immediately terminable if the state statute allowing for the public release of these records is repealed.
We charge for digital access to records on a per-record basis and, depending upon government policies, also on a fixed or sliding scale bulk basis. Our fees are set by negotiation with the government agencies that control the records and are typically approved by a government sanctioned oversight authority. Generally, our contracts provide that the amount of any fees we retain is set by governments to provide us with a reasonable return or profit. We have limited control over the level of fees we are permitted to retain. We recognize revenues from transactions (primarily information access fees and filing fees) on an accrual basis net of the transaction fee due to the government, and we bill certain end-user customers, including
high-volume DHR data resellers to the auto insurance industry, on a monthly basis. We typically receive a majority of payments within 25 days of billing and remit payment to governments within 30 to 45 days of the transaction. The fees that we collect on behalf of government agencies for data access are accrued as accounts receivable and accounts payable at the time revenue from the access of public information is recognized. We typically must remit a certain amount or percentage of these fees to government agencies regardless of whether we ultimately collect the fees. The pricing of transactions varies by the type of transaction and by state.
Transaction-based revenues from our outsourced state portal business units are highly correlated to state population, but are also affected by pricing policies established by government entities for public records, the number and growth of commercial enterprises, and the government entity’s development of policy and information technology infrastructure supporting digital government. Transaction-based revenues consisted of approximately 70% business-to-government transactions and 30% citizen-to-government transactions.
We expense as incurred all costs to start up, operate, and maintain outsourced government portals as costs of performance under the contracts because, after the completion of a defined contract term, the government entity with which we contract typically receives a perpetual, royalty-free license to the applications we developed, except applications provided on a SaaS basis. Such costs are included in cost of portal revenues in the consolidated statements of income.
Our software & services businesses
NIC Federal currently earns a significant portion of its revenues from its contract with the FMCSA to develop and manage the PSP for motor carriers nationwide, using a transaction-based business model. NIC Federal recognizes revenues from this contract (primarily transaction-based information access fees) when the services are provided at the time of the transactions. NIC Federal also earns a portion of its revenues from fixed fee and time and materials application development and outsourced maintenance contracts with other government agencies and recognizes revenues as services are provided.
Critical Accounting Policies and Estimates
Many estimates and assumptions involved in the application of generally accepted accounting principles have a material impact on our reported financial condition and operating performance and on the comparability of such reported information over different reporting periods. A critical accounting policy is one which is both important and material to the portrayal of our financial condition and results of operations and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates and assumptions about the effect of matters that are inherently uncertain. Our significant accounting policies and recent accounting pronouncements not yet adopted are described in Note 2, Summary of Significant Accounting Policies, to the Consolidated Financial Statements. We have identified the policies below as critical to our business operations and the understanding of our results of operations. Note that the preparation of our Consolidated Financial Statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.
Uncertain tax positions
The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. We are also subject to periodic audits by government tax authorities of our income tax returns. We are required to make many subjective assumptions and judgments regarding our income tax exposures. Interpretations of and guidance surrounding income tax laws and regulations change over time. Changes in our subjective assumptions and judgments can materially affect amounts recognized in the consolidated balance sheets and statements of income. See Note 9, Income Taxes, to the Consolidated Financial Statements for additional detail on our uncertain tax positions and related accounting policies. Had our uncertain tax positions changed by 10% from our estimated liability at December 31, 2017, the financial impact would have been approximately $0.8 million, or 1.0%, of our pretax income for the year ended December 31, 2017.
Stock-based compensation
We measure stock-based compensation cost for service-based restricted stock awards at the grant date based on the fair value of the award, and recognize an expense over the employee’s requisite service period (generally the vesting period of the grant). We measure stock-based compensation cost for performance-based restricted stock awards at the date of grant, based on the fair value of shares expected to be earned at the end of the performance period, and recognize an expense ratably over the performance period based upon the probable number of shares expected to vest. Measuring stock-based compensation of performance-based restricted stock awards requires judgment, including estimating the probable number of shares expected to vest. In addition, estimating the number of performance-based restricted stock awards expected to be earned is dependent on our expectations of future operating results over a specified performance period in relation to specified performance criteria. Changes in our subjective assumptions and judgments can materially affect amounts recognized in the consolidated balance sheets and statements of income. See Note 10, Stock-Based Compensation and Employee Benefit Plans, to the Consolidated Financial Statements for additional detail on our stock-based compensation and related accounting policies.
Financial Analysis of Years Ended December 31, 2017, 2016 and 2015
In this section, we are providing more detailed information about our operating results and changes in financial position over the past three years. This section should be read in conjunction with the Consolidated Financial Statements and related Notes included in this Form 10-K.
Due to the expiration of our contracts with the states of Iowa and Delaware on November 30, 2016 and March 31, 2015, respectively, the operating results for these portals have been removed from the same state category for the year ended December 31, 2016. In addition, our Tennessee portal contract expired on March 31, 2017 and has been removed from the same state category for the year ended December 31, 2017. Due to the ongoing transition of services back to the state throughout the fourth quarter of 2016, the operating results for our Tennessee portal have also been removed from the same state category for the year ended December 31, 2016. Furthermore, the operating results for our new Louisiana portal have been excluded from the same state category for all periods presented because it had not generated revenues for two full comparable years.
Results of Operations
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| Key Financial Metrics | 2017 | | 2016 | | 2015 |
| Revenue growth - outsourced portals | 5 | % | | 9 | % | | 7 | % |
| Same state revenue growth - outsourced portals | 6 | % | | 8 | % | | 8 | % |
| Recurring portal revenue as a % of total portal revenues | 97 | % | | 96 | % | | 96 | % |
| Gross profit % - outsourced portals | 38 | % | | 39 | % | | 39 | % |
| Revenue growth - software & services | 20 | % | | 11 | % | | 15 | % |
| Gross profit % - software & services | 65 | % | | 72 | % | | 71 | % |
| Selling & administrative expenses as a % of total revenues | 15 | % | | 15 | % | | 15 | % |
| Operating income margin % (operating income as a % of total revenues) | 23 | % | | 24 | % | | 23 | % |
PORTAL REVENUES. In the analysis below, we have categorized our portal revenues according to the underlying source of revenue (in thousands), with the corresponding percentage increase or decrease from the prior year period.
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| Portal Revenues Analysis | | 2017 | | % Change | | 2016 | | % Change | | 2015 |
| IGS | | $ | 192,200 |
| | 10 | % | | $ | 174,470 |
| | 12 | % | | $ | 155,164 |
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| DHR | | 103,899 |
| | (1 | )% | | 105,463 |
| | 4 | % | | 101,506 |
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| Portal software development and services | | 10,180 |
| | (15 | )% | | 11,965 |
| | 7 | % | | 11,187 |
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| Portal management | | 5,072 |
| | (1 | )% | | 5,100 |
| | (10 | )% | | 5,645 |
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| Total | | $ | 311,351 |
| | 5 | % | | $ | 296,998 |
| | 9 | % | | $ | 273,502 |
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Portal revenues in 2017 increased 5%, or approximately $14.4 million, over 2016, mainly driven by several IGS services, including vehicle registrations and corporate business filings, among others, (i) a 6% increase in same state portal revenues (portals in operation and generating revenues for two full comparable periods); and (ii) a $3.4 million increase in revenues from our new Louisiana portal and a $2.4 million increase from our new Illinois contract. These increases were partially offset by a decrease in revenues from legacy Tennessee and Iowa portals (combined, approximately $7.3 million) due to contract expirations on March 31, 2017 and November 30, 2016, respectively.
The increase in same state portal revenues in 2017 was mainly due to higher revenues from our Colorado, Texas and South Carolina portals, among others. Same state IGS revenues increased 11% in 2017 compared to 12% in 2016. The increase in same state IGS revenues in 2017 was due to higher revenues from the deployment and increased adoption of several key services, including vehicle inspections in Texas and motor vehicle registrations in Colorado. Same state DHR revenues grew 1% in 2017 compared to 2% in 2016. The increase in same state DHR revenue in 2017 was mainly due to higher transaction volumes from our Utah, Colorado and Wisconsin portals, among others. Same state portal software development and services revenues decreased 29% in 2017 mainly due to lower project-based revenues from our Wisconsin and Indiana portals, among others. This decline was partially offset by a $2.4 million increase in revenues from our Illinois contract.
Portal revenues in 2016 increased 9%, or approximately $23.5 million, over 2015, mainly due to (i) a 8%, or $22.5 million, increase in same state portal revenues (portals in operation and generating revenues for two full comparable periods); and (ii) a 1%, or approximately $3.2 million, increase in revenues from our new Louisiana portal (including revenues from the pilot program). In second quarter 2016, the Louisiana portal successfully completed the pilot program and began generating DHR revenues in July 2016. These increases were partially offset by a 1%, or approximately $1.5 million, decrease in revenues from our legacy Tennessee portal due to the ongoing transition of services back to the state in anticipation of the March 31, 2017 contract expiration date. Furthermore, revenues from our legacy Delaware and Iowa portals decreased $0.6 million and $0.1 million, respectively, due to contract expirations on March 31, 2015 and November 30, 2016, respectively.
The increase in same state portal revenues in 2016 was mainly due to higher revenues from our Maryland, Wisconsin and Kentucky portals, among others. Same state IGS revenues increased 12% in 2016 compared to 11% in 2015. The increase in same state IGS revenues in 2016 was due to higher revenues from the deployment and increased adoption of several key services, including motor vehicle registrations in Colorado and Maryland, hunting and fishing licensing in Wisconsin, business registration and tax filings in Maryland and payment processing in Kentucky. Same state DHR revenues grew 2% in 2016 compared to 5% in 2015. The lower growth in same state DHR revenues was mainly due to lower transaction volumes in certain state portals and to the anniversary of a DHR monitoring service in one state portal which launched in the second quarter of 2015. Same state portal software development and services revenues increased 19% in 2016 mainly due to higher project-based revenues from our Indiana and Wisconsin portals, among others.
COST OF PORTAL REVENUES. In the analysis below, we have categorized our cost of portal revenues between fixed and variable costs (in thousands), with the corresponding percentage increase from the prior year period. Fixed costs include costs such as employee compensation and benefits (including stock-based compensation), subcontractor labor costs, telecommunications, provision for losses on accounts receivable, and all other costs associated with the provision of dedicated client service such as dedicated facilities. Variable costs consist of costs that vary with our level of portal revenues and primarily include interchange fees required to process credit/debit card and automated clearinghouse transactions and, to a lesser extent, costs associated with revenue share arrangements with our state partners.
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| Cost of Portal Revenues Analysis | | 2017 | | % Change | | 2016 | | % Change | | 2015 |
| Fixed costs | | $ | 112,040 |
| | 2 | % | | $ | 109,670 |
| | 3 | % | | $ | 106,722 |
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| Variable costs | | 79,532 |
| | 13 | % | | 70,617 |
| | 15 | % | | 61,444 |
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| Total | | $ | 191,572 |
| | 6 | % | | $ | 180,287 |
| | 7 | % | | $ | 168,166 |
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Cost of portal revenues in 2017 increased 6%, or approximately $11.3 million, over 2016 due mainly to a 7%, or approximately $12.2 million, increase in same state costs. Cost of portal revenues in 2017 from our new Louisiana and Illinois contracts increased a combined $3.0 million over 2016. These increases were offset by a decrease in costs from our legacy Tennessee and Iowa portals totaling $4.5 million.
The increase in same state cost of portal revenues in 2017 was primarily attributable to an increase in variable fees to process credit/debit card transactions, due mainly to higher IGS transaction volumes, as further discussed above, and, to a lesser extent, higher employee compensation and benefit costs.
Cost of portal revenues in 2016 increased 7%, or approximately $12.1 million, over 2015 due mainly to a 7%, or approximately $12.3 million, increase in same state costs. Cost of portal revenues in 2016 from our new Louisiana portal (including costs incurred during the pilot program) increased $0.7 million over 2015. These increases were partially offset by a decrease of approximately $0.3 million in costs from our legacy Tennessee portal due to the ongoing transition of services back to the state in anticipation of the March 31, 2017 contract expiration date. Furthermore, cost of portal revenues from our legacy Delaware and Iowa portals decreased $0.4 million and $0.2 million, respectively, due to contract expirations, as further discussed above.
The increase in same state cost of portal revenues in 2016 was primarily attributable to an increase in variable fees to process credit/debit card transactions, due mainly to higher IGS transaction volumes, as further discussed above, and, to a lesser extent, higher employee compensation and benefit costs.
A significant percentage of our IGS revenues are generated from online applications whereby users pay for information or transactions via credit/debit cards. We typically earn a portion of the credit/debit card transaction amount, but also must pay an associated interchange fee to the bank that processes the credit/debit card transaction. We earn a lower incremental gross profit percentage on these transactions as compared to our DHR and other IGS transactions. However, we plan to continue to implement these services as they contribute favorably to our operating income growth.
Our portal gross profit percentage was 38% for 2017 compared to 39% for 2016 and 2015. We carefully monitor our portal gross profit percentage to strike the balance between generating a solid return for our stockholders and delivering value to our government partners through ongoing investment in our portal operations (which we believe also benefits our stockholders).
SOFTWARE & SERVICES REVENUES. In the analysis below, we have categorized our software & services revenues by business (in thousands), with the corresponding percentage increase from the prior year period.
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| Software & Services Revenues Analysis | | 2017 | | % Change | | 2016 | | % Change | | 2015 |
| NIC Federal | | $ | 18,425 |
| | 30 | % | | $ | 14,156 |
| | 9 | % | | $ | 12,938 |
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| Other | | 6,732 |
| | — | % | | 6,761 |
| | 14 | % | | 5,936 |
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| Total | | $ | 25,157 |
| | 20 | % | | $ | 20,917 |
| | 11 | % | | $ | 18,874 |
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Software & services revenues in 2017 and 2016 increased 20% and 11%, or approximately $4.2 million and $2.0 million, respectively, over their corresponding prior year periods. The increase in 2017 was primarily driven by a $2.8 million increase in revenues from our YourPassNow electronic park pass service for the Senior Park Pass program with the United States National Park Service, which we do not expect to recur in future periods at the same level. We also experienced higher revenues from our contract with the FMCSA in both 2017 ($0.8 million increase) and 2016 ($1.1 million increase) as a result of increased adoption of the PSP.
COST OF SOFTWARE & SERVICES REVENUES. Cost of software & services revenues in 2017 and 2016 increased 49% and 10%, or approximately $2.9 million and $0.5 million, respectively, over their corresponding prior year periods. The increase in 2017 was primarily driven by a $1.2 million increase in costs to support the non-recurring spike in YourPassNow volumes from the Senior Park Pass program, as described above. In addition, the increases in both 2017 and 2016 were driven by higher interchange fees incurred as a result of higher revenues in our payment processing businesses, and to higher employee compensation and benefit costs.
Our software & services gross profit percentage was 65% in 2017 and 72% in 2016 and 71% in 2015. The lower gross profit percentage in 2017 was mainly due to the profit margin from the Senior Park Pass program described above.
SELLING & ADMINISTRATIVE. As a percentage of total consolidated revenues, selling & administrative expenses were 15% in all years presented. In 2017 and 2016, selling & administrative expenses increased 8% and 9%, or approximately $3.7 million and $4.0 million, respectively, over their corresponding prior year periods. These increases were mainly due to higher personnel, software maintenance and other costs to support and enhance corporate-wide information technology, centralized applications, security, and portal operations.
INCOME TAXES. Our effective tax rate was approximately 34% in 2017 compared to 28% in 2016 and 38% in 2015. Our effective tax rate in 2017 was lower than the statutory federal income tax rate due mainly to favorable benefits related to the domestic production activities deduction, the federal research and development credit, and excess tax benefits from restricted stock vestings, partially offset by the one-time charge as a result of the new tax law described below.
Our lower effective tax rate in 2016 was due mainly to favorable benefits related to the domestic production activities deduction, the federal research and development credit and an adjustment to certain deferred tax liabilities related to a previous acquisition of a business.
In 2016, we completed our study of qualifying activities for the domestic production activities deduction and began recognizing tax benefits for the deduction upon the filing of our fiscal 2015 federal income tax return. We recognized tax benefits, included in our income tax provision for 2016, of approximately $1.5 million for the 2016 tax year and approximately $1.4 million for the 2015 tax year, related to the domestic production activities deduction. Also during 2016, we amended our federal income tax returns for the 2014 and 2013 tax years and recognized tax benefits, included in our income tax provision for 2016, of approximately $1.2 million for the 2014 tax year and $1.0 million for the 2013 tax year, related to the domestic production activities deduction.
On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law. The Tax Act, among other changes, reduces the statutory federal corporate income tax rate from 35% to 21%. In the fourth quarter of 2017, we recognized a one-time charge totaling approximately $0.3 million to reduce our net deferred tax assets as of December 31, 2017 based on the anticipated reduction in our prospective effective tax rate resulting from the Tax Act. We will receive the benefit of the reduced statutory federal corporate income tax rate starting January 1, 2018, which will be partially offset by changes in certain deductions (most notably the elimination of the domestic production activity deductions). Based on currently available information, we estimate our combined federal and state effective tax rate for future periods will drop to an approximate range of 24% to 25% before any discrete items. These tax-related estimates may differ from actual results, due to changes in interpretations of the Tax Act and assumptions made by us, as well as guidance and regulations that may be issued and actions we may take as a result of the Tax Act.
Liquidity and Capital Resources
Operating activities
Net cash provided by operating activities was $64.8 million in 2017 compared to $81.2 million in 2016. The decrease in net cash provided by operating activities in 2017 was mainly the result of the timing of collections for accounts receivable, partially offset by the timing of payments to our government partners.
Net cash provided by operating activities was approximately $81.2 million in 2016 compared to $53.0 million in 2015. The increase in net cash provided by operating activities in 2016 was mainly the result of (i) an increase in net income, excluding
non-cash charges for depreciation & amortization, deferred income taxes and stock-based compensation, and (ii) the timing of collections for accounts receivable primarily at our Texas portal, including the vehicle inspection service, and at our Montana and Colorado portals, among others, partially offset by the timing of payments to our government partners primarily in Colorado, Montana and Alabama, among others. Furthermore, the timing of accounts receivable collections and payments to our government partners in Louisiana, our newest portal, also contributed to the increase in net cash provided by operating activities in 2016.
Investing activities
Net cash used in investing activities in 2017, 2016 and 2015 was approximately $8.3 million, $8.2 million and $5.4 million, respectively. Investing activities in 2017, 2016 and 2015 primarily consisted of approximately $4.8 million, $5.6 million and $4.5 million, respectively, of capital expenditures, which were for fixed asset additions in our outsourced portal businesses including additional capital expenditures in our newer state portals and in our centralized hosting environment to support and enhance corporate-wide information technology and security infrastructure, including Web servers, purchased software and office equipment.
Furthermore, in 2017, 2016 and 2015, we capitalized approximately $3.6 million, $2.6 million and $1.0 million, respectively, of internal-use software development costs primarily related to the enhancement of centralized customer management, billing and payment processing systems that support our business operations and accounting systems.
Financing activities
Net cash used in financing activities of approximately $22.7 million in 2017 reflects the payment of approximately $21.4 million for the quarterly dividends we paid during the year and approximately $2.7 million for tax withholdings related to stock-based compensation awards, partially offset by approximately $1.3 million in proceeds from our employee stock purchase program.
Net cash used in financing activities of approximately $44.3 million in 2016 reflects the payment of approximately $43.3 million for the special cash dividend we paid in December 2016 and approximately $2.1 million for tax withholdings related to stock-based compensation awards, partially offset by approximately $1.1 million in proceeds from our employee stock purchase program.
Net cash used in financing activities of approximately $37.2 million in 2015 reflects the classification of approximately $36.5 million of our available cash as restricted to pay the special cash dividend we declared in November 2015 and paid in January 2016. Financing activities in 2015 also reflect $1.8 million for tax withholdings related to stock-based compensation awards, partially offset by approximately $1.1 million in proceeds from our employee stock purchase program.
Liquidity
We recognize revenues primarily from providing outsourced government services net of the transaction fees due to the government when the services are provided. We recognize accounts receivable at the time these services are provided, and accrue the related fees that we must remit to the government as accounts payable at such time. As a result, trade accounts receivable and accounts payable reflect the gross amounts outstanding at the balance sheet dates. We typically collect a majority of our accounts receivable prior to remitting amounts payable to our government partners.
We believe our working capital and current ratio are important measures of our short-term liquidity. Working capital, defined as current assets minus current liabilities, increased to $158.5 million at December 31, 2017, from $125.0 million at December 31, 2016. The increase in our working capital was primarily due to cash generated from operating activities and the timing of payments to our government partners. Our current ratio, defined as current assets divided by current liabilities, was 2.3 at both December 31, 2017 and December 31, 2016.
As of December 31, 2017, our unrestricted cash balance was $160.8 million compared to $127.0 million at December 31, 2016. We believe that our currently available liquid resources and cash generated from operations in the future will be sufficient to meet our operating requirements, capital expenditure requirements and dividend payments (if any) for at least the next 12 months without the need for additional capital. We have a $10 million unsecured revolving credit facility (the
“Credit Agreement”) with a bank that is available to finance working capital, issue letters of credit and finance general corporate purposes. The Credit Agreement also includes an accordion feature that will allow us to increase the available capacity under the Credit Agreement to $50 million, subject to securing additional commitments from the bank. We can obtain letters of credit in an aggregate amount of $5 million, which reduces the maximum amount available for borrowing under the Credit Agreement. In total, we had $4.1 million in available capacity to issue additional letters of credit and $9.1 million of unused borrowing capacity at December 31, 2017 under the Credit Agreement. We were in compliance with all of the financial covenants under the Credit Agreement at December 31, 2017.
We issue letters of credit as collateral for an office lease, and to a much lesser extent, as collateral for performance on one of our outsourced government portal contracts. These irrevocable letters of credit are generally in force for one year. Letters of credit may have an expiration date of up to one year beyond the expiration date of the Credit Agreement. We had unused outstanding letters of credit totaling approximately $0.9 million at December 31, 2017. We are not currently required to cash collateralize these letters of credit.
At December 31, 2017, we were bound by performance bond commitments totaling approximately $5.8 million on certain outsourced government portal contracts. We have never had any defaults resulting in draws on performance bonds.
We currently expect our capital expenditures to range from $6.0 million to $7.0 million in fiscal year 2018, which we intend to fund from our cash flows from operations and existing cash reserves. This estimate includes capital expenditures for normal fixed asset additions in our outsourced portal businesses including equipment upgrades and enhancements, and in our centralized hosting environment to support and enhance corporate-wide information technology and security infrastructure, including Web servers, purchased software, and office equipment. We currently expect our capitalized internal-use software development costs to range from $3.0 million to $4.0 million. This estimate includes costs related to the enhancement of centralized customer management, billing and payment processing systems that support our business operations and accounting systems.
We paid dividends of $0.32, $0.65 and $0.55 per common share in 2017, 2016 and 2015, respectively. The total cash paid for dividends in 2017, 2016 and 2015 was $21.4 million, $43.3 million and $36.5 million, respectively.
On January 29, 2018, our Board of Directors declared a regular quarterly cash dividend of $0.08 per share, payable to stockholders of record as of March 6, 2018. Our ability to pay dividends could be affected by future business performance, liquidity, capital needs, alternative investment opportunities and debt covenants associated with our line of credit. We do not believe any of our previously paid or declared dividends will have a significant effect on our future liquidity needs.
We may need to raise additional capital within the next 12 months to further:
fund operations if unforeseen costs arise;
support our expansion into other federal, state and local government agencies beyond what is contemplated if unforeseen opportunities arise;
expand our product and service offerings beyond what is contemplated if unforeseen opportunities arise;
fund acquisitions;
respond to unforeseen competitive pressures; and
acquire technologies beyond what is contemplated.
Any projections of future earnings and cash flows are subject to substantial uncertainty. If our cash generated from operations and the unused portion of our line of credit are insufficient to satisfy our liquidity requirements, we may seek to sell additional equity securities or issue debt securities. If we need to obtain new debt or equity financing in the future, the terms and availability of such financing may be impacted by economic and financial market conditions, as well as our financial condition and results of operations at the time we seek additional financing. The sale of additional equity securities could result in dilution to our stockholders. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all.
Off-balance sheet arrangements and contractual obligations
We had unused outstanding letters of credit totaling approximately $0.9 million at December 31, 2017.
The following table sets forth our future contractual obligations and commercial commitments as of December 31, 2017 (in thousands):
|
| | | | | | | | | | | | | | | | | | | | |
| | | | | Payments Due by Period |
| Contractual Obligations | | Total | | Less than 1 Year | | 1-3 Years | | 3-5 Years | | More than 5 Years |
| Operating lease obligations | | $ | 16,031 |
| | $ | 4,921 |
| | $ | 6,110 |
| | $ | 4,033 |
| | $ | 967 |
|
| Income tax uncertainties | | 8,020 |
| | — |
| | 8,020 |
| | — |
| | — |
|
| Total contractual cash obligations | | $ | 24,051 |
| | $ | 4,921 |
| | $ | 14,130 |
| | $ | 4,033 |
| | $ | 967 |
|
While we have significant operating lease commitments for office space, except for our headquarters those commitments are generally tied to the period of performance under related portal contracts.
We have income tax uncertainties of approximately $8.0 million at December 31, 2017. These obligations are classified as noncurrent on our consolidated balance sheet, as resolution is expected to take more than a year. We estimate that these matters could be resolved in one to three years as reflected in the table above. However, the ultimate timing of resolution is uncertain. For additional information see Note 9, Income Taxes, to the Consolidated Financial Statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE RISK. Our cash is held entirely in domestic non-interest bearing transaction bank accounts.
We currently have no principal amounts of indebtedness outstanding under our line of credit.
We do not use derivative financial instruments.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of NIC Inc.:
In our opinion, the consolidated statements of income, changes in stockholders’ equity and cash flowsfor the year ended December 31, 2015 present fairly, in all material respects, the results of operations and cash flows of NIC, Inc.for the year ended December 31, 2015in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statementsbased on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Kansas City, Missouri
February 23, 2016
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of NIC Inc. and Subsidiaries
Opinion on Internal Control over Financial Reporting
We have audited NIC Inc. and Subsidiaries’ internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, NIC Inc. and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of NIC Inc. and Subsidiaries as of December 31, 2017 and 2016, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2017, and related notes, of the Company and our report dated February 22, 2018 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Kansas City, Missouri
February 22, 2018
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of NIC Inc. and Subsidiaries
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of NIC Inc. and Subsidiaries (the Company) as of December 31, 2017 and 2016, and the related consolidated statements of income, changes in stockholders' equity and cash flows for each of the two years in the period ended December 31, 2017, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2017 and 2016, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 22, 2018 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2015
Kansas City, Missouri
February 22, 2018
NIC INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except par value amount)
|
| | | | | | | |
| | December 31, |
| | 2017 | | 2016 |
| ASSETS |
| Current assets: | | | |
| Cash | $ | 160,777 |
| | $ | 127,009 |
|
| Trade accounts receivable, net | 103,938 |
| | 82,722 |
|
| Prepaid expenses & other current assets | 12,843 |
| | 15,033 |
|
| Total current assets | 277,558 |
| | 224,764 |
|
| Property and equipment, net | 10,306 |
| | 9,726 |
|
| Intangible assets, net | 5,214 |
| | 3,588 |
|
| Deferred income taxes, net | 667 |
| | 2,307 |
|
| Other assets | 1,986 |
| | 477 |
|
| Total assets | $ | 295,731 |
| | $ | 240,862 |
|
| | | | |
| LIABILITIES AND STOCKHOLDERS' EQUITY |
| Current liabilities: | | | |
| Accounts payable | $ | 88,920 |
| | $ | 73,252 |
|
| Accrued expenses | 26,501 |
| | 23,395 |
|
| Other current liabilities | 3,673 |
| | 3,150 |
|
| Total current liabilities | 119,094 |
| | 99,797 |
|
| | | | |
| Other long-term liabilities | 8,395 |
| | 7,162 |
|
| Total liabilities | 127,489 |
| | 106,959 |
|
| | | | |
| Commitments and contingencies (Notes 2, 3, 6, 7 and 9) | — |
| | — |
|
| | | | |
| Stockholders' equity: | | | |
| Common stock, $0.0001 par, 200,000 shares authorized, 66,271 and 65,982 shares issued and outstanding | 7 |
| | 7 |
|
| Additional paid-in capital | 111,275 |
| | 106,669 |
|
| Retained earnings | 56,960 |
| | 27,227 |
|
| Total stockholders' equity | 168,242 |
| | 133,903 |
|
| Total liabilities and stockholders' equity | $ | 295,731 |
| | $ | 240,862 |
|
The accompanying notes are an integral part of these consolidated financial statements.
45
NIC INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amount)
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| Revenues: | | | | | |
| Portal revenues | $ | 311,351 |
| | $ | 296,998 |
| | $ | 273,502 |
|
| Software & services revenues | 25,157 |
| | 20,917 |
| | 18,874 |
|
| Total revenues | 336,508 |
| | 317,915 |
| | 292,376 |
|
| Operating expenses: | | | | | |
| Cost of portal revenues, exclusive of depreciation & amortization | 191,572 |
| | 180,287 |
| | 168,166 |
|
| Cost of software & services revenues, exclusive of depreciation & amortization | 8,890 |
| | 5,958 |
| | 5,432 |
|
| Selling & administrative | 50,780 |
| | 47,063 |
| | 43,098 |
|
| Depreciation & amortization | 6,929 |
| | 6,749 |
| | 8,385 |
|
| Total operating expenses | 258,171 |
| | 240,057 |
| | 225,081 |
|
| Operating income before income taxes | 78,337 |
| | 77,858 |
| | 67,295 |
|
| Income tax provision | 26,723 |
| | 22,025 |
| | 25,316 |
|
| Net income | $ | 51,614 |
| | $ | 55,833 |
| | $ | 41,979 |
|
| | | | | | |
| Basic net income per share | $ | 0.77 |
| | $ | 0.84 |
| | $ | 0.63 |
|
| Diluted net income per share | $ | 0.77 |
| | $ | 0.84 |
| | $ | 0.63 |
|
| | | | | | |
| Weighted average shares outstanding: | | | | | |
| Basic | 66,209 |
| | 65,913 |
| | 65,555 |
|
| Diluted | 66,266 |
| | 65,966 |
| | 65,640 |
|
The accompanying notes are an integral part of these consolidated financial statements.
46
NIC INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(in thousands)
|
| | | | | | | | | | | | | | | | | | |
| | Common Stock | | Additional Paid-in Capital | | Retained Earnings | | |
| | Shares | | Amount | | | | Total |
| Balance, January 1, 2014 | 65,303 |
| | $ | 7 |
| | $ | 94,690 |
| | $ | 9,441 |
| | $ | 104,138 |
|
| Net income | — |
| | — |
| | — |
| | 41,979 |
| | 41,979 |
|
| Dividends declared | — |
| | — |
| | — |
| | (36,456 | ) | | (36,456 | ) |
| Dividend equivalents on unvested performance-based restricted stock awards | — |
| | — |
| | — |
| | (159 | ) | | (159 | ) |
| Dividend equivalents cancelled upon forfeiture of performance-based restricted stock awards | — |
| | — |
| | 17 |
| | 65 |
| | 82 |
|
| Restricted stock vestings | 365 |
| | — |
| | 73 |
| | — |
| | 73 |
|
| Shares surrendered and cancelled upon vesting of restricted stock to satisfy tax withholdings | (106 | ) | | — |
| | (1,838 | ) | | — |
| | (1,838 | ) |
| Stock-based compensation | — |
| | — |
| | 6,441 |
| | — |
| | 6,441 |
|
| Excess tax deductions relating to stock-based compensation | — |
| | — |
| | 413 |
| | — |
| | 413 |
|
| Shares issuable in lieu of dividend payments on performance-based restricted stock awards | — |
| | — |
| | 2 |
| | — |
| | 2 |
|
| Issuance of common stock under employee stock purchase plan | 75 |
| | — |
| | 1,131 |
| | — |
| | 1,131 |
|
| Balance, December 31, 2015 | 65,637 |
| | 7 |
| | 100,929 |
| | 14,870 |
| | 115,806 |
|
| Net income | — |
| | — |
| | — |
| | 55,833 |
| | 55,833 |
|
| Dividends declared | — |
| | — |
| | — |
| | (43,301 | ) | | (43,301 | ) |
| Dividend equivalents on unvested performance-based restricted stock awards | — |
| | — |
| | — |
| | (202 | ) | | (202 | ) |
| Dividend equivalents cancelled upon forfeiture of performance-based restricted stock awards | — |
| | — |
| | — |
| | 27 |
| | 27 |
|
| Restricted stock vestings | 390 |
| | — |
| | 136 |
| | — |
| | 136 |
|
| Shares surrendered and cancelled upon vesting of restricted stock to satisfy tax withholdings | (120 | ) | | — |
| | (2,137 | ) | | — |
| | (2,137 | ) |
| Stock-based compensation | — |
| | — |
| | 5,997 |
| | — |
| | 5,997 |
|
| Excess tax deductions relating to stock-based compensation | — |
| | — |
| | 590 |
| | — |
| | 590 |
|
| Shares issuable in lieu of dividend payments on performance-based restricted stock awards | — |
| | — |
| | 40 |
| | — |
| | 40 |
|
| Issuance of common stock under employee stock purchase plan | 75 |
| | — |
| | 1,114 |
| | — |
| | 1,114 |
|
| Balance, December 31, 2016 | 65,982 |
| | 7 |
| | 106,669 |
| | 27,227 |
| | 133,903 |
|
| Cumulative effect of adoption of accounting standard (Note 2) | — |
| | — |
| | 409 |
| | (409 | ) | | — |
|
| Net income | — |
| | — |
| | — |
| | 51,614 |
| | 51,614 |
|
| Dividends declared | — |
| | — |
| | — |
| | (21,393 | ) | | (21,393 | ) |
| Dividend equivalents on unvested performance-based restricted stock awards | — |
| | — |
| | 110 |
| | (110 | ) | | — |
|
| Dividend equivalents cancelled upon forfeiture of performance-based restricted stock awards | — |
| | — |
| | (31 | ) | | 31 |
| | — |
|
| Restricted stock vestings | 319 |
| | — |
| | — |
| | — |
| | — |
|
| Shares surrendered and cancelled upon vesting of restricted stock to satisfy tax withholdings | (122 | ) | | — |
| | (2,676 | ) | | — |
| | (2,676 | ) |
| Stock-based compensation | — |
| | — |
| | 5,464 |
| | — |
| | 5,464 |
|
| Shares issuable in lieu of dividend payments on performance-based restricted stock awards | 5 |
| | — |
| | — |
| | — |
| | — |
|
| Issuance of common stock under employee stock purchase plan | 87 |
| | — |
| | 1,330 |
| | — |
| | 1,330 |
|
| Balance, December 31, 2017 | 66,271 |
| | $ | 7 |
| | $ | 111,275 |
| | $ | 56,960 |
| | $ | 168,242 |
|
The accompanying notes are an integral part of these consolidated financial statements.
47
NIC INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| | | | (as adjusted) | | (as adjusted) |
| Cash flows from operating activities: | | | | | |
| Net income | $ | 51,614 |
| | $ | 55,833 |
| | $ | 41,979 |
|
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | |
| Depreciation & amortization | 6,929 |
| | 6,749 |
| | 8,385 |
|
| Stock-based compensation expense | 5,464 |
| | 5,997 |
| | 6,441 |
|
| Deferred income taxes | 1,640 |
| | (886 | ) | | (1,918 | ) |
Provision for losses on accounts receivable
| 552 |
| | 142 |
| | 290 |
|
| Loss on disposal of property and equipment | 49 |
| | 24 |
| | 98 |
|
Excess tax benefits related to stock-based compensation
| — |
| | 590 |
| | 413 |
|
| Changes in operating assets and liabilities: | | | | | |
| (Increase) in trade accounts receivable, net | (21,769 | ) | | (2,501 | ) | | (23,184 | ) |
| Decrease (increase) in prepaid expenses & other current assets | 2,191 |
| | (2,449 | ) | | (1,082 | ) |
| (Increase) decrease in other assets | (1,509 | ) | | (51 | ) | | 20 |
|
| Increase in accounts payable | 15,669 |
| | 12,119 |
| | 19,730 |
|
| Increase in accrued expenses | 2,251 |
| | 2,136 |
| | 1,234 |
|
| Increase (decrease) in other current liabilities | 522 |
| | 553 |
| | (305 | ) |
| Increase in other long-term liabilities | 1,233 |
| | 2,903 |
| | 909 |
|
| Net cash provided by operating activities | 64,836 |
| | 81,159 |
| | 53,010 |
|
| | | | | | |
| Cash flows from investing activities: | | | | | |
| Purchases of property and equipment | (4,771 | ) | | (5,646 | ) | | (4,454 | ) |
| Proceeds from sale of property and equipment | 7 |
| | 8 |
| | 4 |
|
| Capitalized internal use software development costs | (3,565 | ) | | (2,576 | ) | | (992 | ) |
| Net cash used in investing activities | (8,329 | ) | | (8,214 | ) | | (5,442 | ) |
| | | | | | |
| Cash flows from financing activities: | | | | | |
| Cash dividends on common stock | (21,393 | ) | | (43,301 | ) | | — |
|
| Cash restricted for payment of dividend | — |
| | — |
| | (36,456 | ) |
| Proceeds from employee common stock purchases | 1,330 |
| | 1,114 |
| | 1,131 |
|
Tax withholdings related to stock-based compensation awards
| (2,676 | ) | | (2,137 | ) | | (1,838 | ) |
| Net cash used in financing activities | (22,739 | ) | | (44,324 | ) | | (37,163 | ) |
| | | | | | |
| Net increase in cash | 33,768 |
| | 28,621 |
| | 10,405 |
|
| Cash, beginning of period | 127,009 |
| | 98,388 |
| | 87,983 |
|
| Cash, end of period | $ | 160,777 |
| | $ | 127,009 |
| | $ | 98,388 |
|
| | | | | | |
| Supplemental cash flow information: | | | | | |
| Non-cash investing activities: | | | | | |
| Capital expenditures accrued but not yet paid | $ | 855 |
| | $ | 273 |
| | $ | — |
|
| Cash payments: | | | | | |
| Income taxes paid, net of refunds | $ | 21,303 |
| | $ | 19,847 |
| | $ | 27,222 |
|
| Cash dividends on common stock previously restricted for payment of dividend | $ | — |
| | $ | 36,456 |
| | $ | — |
|
The accompanying notes are an integral part of these consolidated financial statements.
48
NIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. THE COMPANY
NIC Inc. (the “Company” or “NIC”) is a leading provider of digital government services that help governments use technology to provide a higher level of service to businesses and citizens and increase efficiencies. The Company accomplishes this currently through two channels: its primary outsourced portal businesses and its software & services businesses.
In its primary outsourced portal businesses, the Company generally designs, builds, and operates internet-based portals on an enterprise-wide basis on behalf of state and local governments desiring to provide access to government information and to complete secure government-based transactions through multiple online channels, including mobile devices. These portals consist of websites and applications the Company has built that allow businesses and citizens to access government information online and complete transactions, such as applying for a permit, retrieving government records, or filing a government-mandated form or report. Operating under multiple-year contracts, NIC markets the services and solicits users to complete government-based transactions and to enter into subscriber contracts permitting users to access the portal and the government information contained therein in exchange for transactional and/or subscription user fees. The Company typically manages operations for each contractual relationship through separate local subsidiaries that operate as decentralized businesses with a high degree of autonomy. NIC’s business model allows the Company to generate revenues by sharing in the fees the Company collects from online transactions. The Company is typically responsible for funding the up-front investments and ongoing operations and maintenance costs of the outsourced government portals.
The Company’s software & services businesses primarily include its subsidiaries that provide software development and services, other than outsourced portal services, to state and local governments as well as federal agencies.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The Company classifies its revenues and cost of revenues into two categories: (1) portal and (2) software & services. The portal category generally includes revenues and cost of revenues from the Company’s subsidiaries operating outsourced portals on behalf of state and local governments. The software & services category primarily includes revenues and cost of revenues from the Company’s subsidiaries that provide software development and services, other than outsourced portal services, to state and local governments as well as federal agencies. The primary categories of operating expenses include: cost of portal revenues, cost of software & services revenues, selling & administrative and depreciation & amortization. Cost of portal revenues consists of all direct costs associated with operating government portals on an outsourced basis including employee compensation and benefits (including stock-based compensation), fees required to process credit/debit card and automated clearinghouse transactions, subcontractor labor costs, telecommunications, provision for losses on accounts receivable, and all other costs associated with the provision of dedicated client service such as dedicated facilities. Cost of software & services revenues consists of all direct project costs to provide software development and services such as employee compensation and benefits (including stock-based compensation), subcontractor labor costs, and all other direct project costs including hardware, software, materials, travel and other out-of-pocket expenses. Selling & administrative expenses consist primarily of corporate-level expenses relating to human resource management, administration, information technology, security, legal, finance and accounting, internal audit and all non-customer service related costs from the Company’s software & services businesses, including compensation and benefits, information systems and office rent. Selling & administrative expenses also consist of management incentive compensation, including stock-based compensation, and corporate-level expenses for market development and public relations.
Certain amounts in the consolidated statements of cash flows for the years ended December 31, 2016 and 2015 were reclassified to conform to the current year presentation. The reclassifications had no effect on total cash flows, net income or the balance sheet as of and for the years ended December 31, 2016 and 2015.
Basis of consolidation
The consolidated financial statements include all the Company's direct and indirect wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.
Segment reporting
The Company reports segment information in accordance with authoritative accounting guidance for segment disclosures based upon the “management” approach, which designates the internal organization that is used by management for making operating decisions and assessing performance as the source of the Company’s segments. The Outsourced Portals segment is the Company’s only reportable segment and generally includes the Company’s subsidiaries operating outsourced state and local government portals. Authoritative guidance for segment disclosures also requires disclosures about products and services and major customers. See Note 11, Reportable Segments and Related Information, for additional information regarding our segment reporting.
Cash and cash equivalents
Cash and cash equivalents primarily include cash on hand in the form of bank deposits. For purposes of the consolidated balance sheets and consolidated statements of cash flows, the Company considers all non-restricted highly liquid instruments purchased with an original maturity of one month or less to be cash equivalents.
Trade accounts receivable
The Company records trade accounts receivable at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts. The Company calculates this allowance based on its history of write-offs, the level of past-due accounts, and its relationship with, and the economic status of, its customers. Trade accounts receivable are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received.
The Company’s allowance for doubtful accounts at December 31, 2017 and 2016 was approximately $0.6 million and $0.4 million, respectively.
Property and equipment
Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over estimated useful lives of 8 years for furniture and fixtures, 3-10 years for equipment, 3-5 years for purchased software, and the lesser of the term of the lease or 5 years for leasehold improvements. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in results of operations for the period. The cost of maintenance and repairs is charged to expense as incurred. Significant betterments are capitalized.
The Company periodically evaluates the carrying value of property and equipment to be held and used when events and circumstances indicate the carrying value may not be fully recoverable. The carrying value of property and equipment is considered impaired when the anticipated undiscounted cash flow from the asset group is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the asset. Fair value is determined primarily using the anticipated cash flow discounted at a rate commensurate with the risk involved. Losses on assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost to dispose. The Company did not record any material impairment losses on property and equipment during the periods presented.
Software development costs and intangible assets
The Company expenses as incurred all employee costs to start up, operate, and maintain government portals on an outsourced basis as costs of performance under the contracts because, after the completion of a defined contract term, the government entity with which the Company contracts typically receives a perpetual, royalty-free license to the applications the Company developed, excluding applications provided on a Software-as-a-Service (“SaaS”) basis. Such costs are included in cost of portal revenues in the consolidated statements of income.
The Company accounts for the costs of developing internal use computer software in accordance with authoritative accounting guidance for internal use computer software, whereby certain costs of developing internal use computer software are capitalized and amortized over their estimated useful life. For internal use software, the estimated economic life is
typically 36 months from the date the software is placed in production. At December 31, 2017 and 2016, such costs are included in intangible assets in the consolidated balance sheets.
The Company carries intangible assets at cost less accumulated amortization. Intangible assets are generally amortized on a straight-line basis over estimated economic lives of the respective assets. At each balance sheet date, or whenever events or changes in circumstances warrant, the Company assesses the carrying value of intangible assets for possible impairment based primarily on the ability to recover the balances from expected future cash flows on an undiscounted basis. If the sum of the expected future cash flows on an undiscounted basis were to be less than the carrying amount of the intangible asset, an impairment loss would be recognized for the amount by which the carrying value of the intangible asset exceeds its estimated fair value. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. The Company has not recorded any material impairment losses on intangible assets during the periods presented.
Accrued expenses
As of each balance sheet date, the Company estimates expenses which have been incurred but not yet paid or for which invoices have not yet been received. Significant components of accrued expenses consist primarily of payment processing fees, employee compensation and benefits (including incentive compensation, bonuses, vacation, health insurance and employer 401(k) contributions), third-party professional service fees, and miscellaneous other accruals.
Revenue recognition
Portal revenues
The Company recognizes revenue from providing outsourced digital government services (primarily transaction-based information access fees and filing fees) net of the transaction fees due to the government when the services are provided at the time of the transactions. The fees that the Company must remit to state agencies for data access and other statutory fees are accrued as accounts payable when the services are provided at the time of the transactions. The Company must remit a certain amount or percentage of these fees to government agencies regardless of whether the Company ultimately collects the fees. As a result, trade accounts receivable and accounts payable reflect the gross amounts outstanding at the balance sheet dates.
Revenue from service contracts to provide portal consulting, application development, and management services to governments are recognized as the services are provided at rates provided for in the contract.
Amounts received prior to providing services are recorded as unearned revenue. At each balance sheet date, the Company determines the portion of unearned revenue that will be earned within one year and records that amount in other current liabilities in the consolidated balance sheets. The remainder, if any, is recorded in other long-term liabilities. Unearned revenues at December 31, 2017 and 2016 were approximately $1.4 million and $1.1 million, respectively.
Software & services revenues
The Company’s software & services revenues primarily include revenues from subsidiaries that provide software development and services, other than outsourced portal services, to state and local governments as well as federal agencies. The Company’s subsidiary, NIC Federal, LLC (“NIC Federal”) currently earns a significant portion of its revenues from its contract with the Federal Motor Carrier Safety Administration (“FMCSA”) to develop and manage the FMCSA’s Pre-Employment Screening Program (“PSP”) for motor carriers nationwide, using a transaction-based business model. NIC Federal recognizes revenue from its contract with the FMCSA (primarily transaction-based information access fees) when the services are provided at the time of the transactions. NIC Federal also earns a portion of its revenues from fixed fee and time and materials application development and outsourced maintenance contracts with other government agencies and recognizes revenues as the services are provided.
Stock-based compensation
The Company measures stock-based compensation cost for service-based restricted stock awards at the grant date based on the calculated fair value of the award, and recognizes an expense on a straight-line basis over the employee’s requisite service period for the entire award (generally the vesting period of the grant). The Company measures stock-based compensation cost for performance-based restricted stock awards at the date of grant, based on the fair value of shares expected to be earned at the end of the performance period, and recognizes an expense ratably over the performance period based upon the probable number of shares expected to vest. See Note 10, Stock-based Compensation and Employee Benefit Plans, for additional information.
Income taxes
The Company, along with its wholly owned subsidiaries, files a consolidated federal income tax return. Deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end based on enacted laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized.
The Company does not recognize a tax benefit for uncertain tax positions unless management’s assessment concludes that it is “more likely than not” that the position is sustainable, based on its technical merits. If the recognition threshold is met, the Company recognizes a tax benefit based upon the largest amount of the tax benefit that is more likely than not probable, determined by cumulative probability, of being realized upon settlement with the taxing authority. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense in the consolidated statements of income.
Fair value of financial instruments
The carrying values of the Company’s accounts receivable and accounts payable approximate fair value.
Comprehensive income
The Company has no components of other comprehensive income or loss and, accordingly, the Company’s comprehensive income is the same as its net income for all periods presented.
Earnings per share
Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are included in the computation of earnings per share pursuant to the two-class method for all periods presented. The two-class method is an earnings allocation formula that treats a participating security as having rights to undistributed earnings that would otherwise have been available to common stockholders. The Company’s service-based restricted stock awards contain non-forfeitable rights to dividends and are participating securities. Accordingly, service-based restricted stock awards were included in the calculation of earnings per share using the two-class method for all periods presented. Unvested service-based restricted shares totaled approximately 0.6 million at December 31, 2017, 2016 and 2015. Basic earnings per share is calculated by first allocating earnings between common stockholders and participating securities. Earnings attributable to common stockholders are divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by giving effect to dilutive potential common shares outstanding during the period. The dilutive effect of shares related to the Company’s employee stock purchase plan is determined based on the treasury stock method. The dilutive effect of service-based restricted stock awards is based on the more dilutive of the treasury stock method or the two-class method assuming a reallocation of undistributed earnings to common stockholders after considering the dilutive effect of potential common shares other than the participating unvested restricted stock awards. The dilutive effect of performance-based restricted stock awards is based on the treasury stock method.
The following table sets forth the computation of basic and diluted earnings per share (amounts in thousands except per share amounts):
|
| | | | | | | | | | | |
| | December 31, |
| | 2017 | | 2016 | | 2015 |
| Numerator: | | | | | |
| Net income | $ | 51,614 |
| | $ | 55,833 |
| | $ | 41,979 |
|
| Less: Income allocated to participating securities | (479 | ) | | (492 | ) | | (385 | ) |
| Net income available to common stockholders | $ | 51,135 |
| | $ | 55,341 |
| | $ | 41,594 |
|
| Denominator: | | | | | |
| Weighted average shares - basic | 66,209 |
| | 65,913 |
| | 65,555 |
|
| Performance-based restricted stock awards | 57 |
| | 53 |
| | 85 |
|
| Weighted average shares - diluted | 66,266 |
| | 65,966 |
| | 65,640 |
|
| | | | | | |
| Basic net income per share: | | | | | |
| Net income | $ | 0.77 |
| | $ | 0.84 |
| | $ | 0.63 |
|
| | | | | | |
| Diluted net income per share: | | | | | |
| Net income | $ | 0.77 |
| | $ | 0.84 |
| | $ | 0.63 |
|
Concentration of credit risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. The Company performs ongoing credit evaluations of its customers and generally requires no collateral to secure accounts receivable. At December 31, 2017 and 2016, LexisNexis Risk Solutions accounted for approximately 16% and 21%, respectively, of the Company’s total accounts receivable.
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Recently issued accounting pronouncements
Credit Losses
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326), to replace the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For trade and other receivables, the Company will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. The ASU will be effective for the Company beginning January 1, 2020, with early adoption permitted beginning January 1, 2019. Application of the amendments is through a cumulative-effect adjustment to retained earnings as of the effective date. The Company is currently evaluating the new standard and the estimated impact it will have on the Company’s financial statements.
Stock Compensation
In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of accounting for employee share-based payment
transactions, including accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. As part of the adoption of this standard on January 1, 2017, the Company was required to recognize a cumulative-effect adjustment associated with the Company’s policy election to account for forfeitures of awards as they occur, on a modified retrospective basis which resulted in a decrease in retained earnings of approximately $0.4 million and a corresponding increase in additional paid-in capital. Previously, the Company estimated and excluded compensation cost related to awards not expected to vest based on estimated forfeitures. Furthermore, the Company applied the retrospective method for the presentation of excess tax deductions and cash paid by the Company when directly withholding shares for tax withholdings. As a result, both cash provided by operating activities and cash used in financing activities increased by $2.7 million and $2.3 million in the consolidated statements of cash flows for the years ended December 31, 2016 and 2015, respectively.
Upon adoption of the standard, excess tax benefits or deductions from share-based award activity are reflected in the consolidated statement of income prospectively as a component of the provision for income taxes, whereas previously such benefits or deductions were recognized in additional paid-in capital in the consolidated balance sheet. Excess tax benefits resulted in a reduction of the Company’s provision for income taxes of approximately $0.5 million for the year ended December 31, 2017.
Leases
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which will update the existing guidance on accounting for leases and require new qualitative and quantitative disclosures about the Company’s leasing activities. The new standard requires the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases under current U.S. GAAP. The ASU is effective for the annual reporting period beginning January 1, 2019, including interim periods within that reporting period. The Company will be required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Early application is permitted. The Company is currently evaluating the effects that the standard will have on its consolidated financial statements, which the Company anticipates could be significant, due mainly to its non-cancellable operating leases for office space. As further described in Note 7, Commitments and Contingencies, as of December 31, 2017, the Company had minimum lease commitments under non-cancellable operating leases totaling $16.0 million.
Revenue from Contracts with Customers
In May 2014, the FASB issued a new standard related to revenue recognition (“ASC 606”). Under the new standard, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the standard requires expanded disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has issued several amendments to the standard, including clarification on accounting for licenses of intellectual property and identifying performance obligations.
ASC 606 permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized in retained earnings on the Company’s balance sheet at the date of initial application (the modified retrospective approach). The Company adopted the standard using the modified retrospective approach on January 1, 2018.
The Company established an implementation team that has completed an impact assessment of ASC 606. Based upon its assessment, the Company identified three primary revenue sources:
Transaction-based: this source primarily consists of transaction-based fees from interactive government services (“IGS”), driver history records (“DHR”) and other revenues streams. Transaction-based fees accounted for approximately 95% of the Company’s total revenues for the year ended December 31, 2017.
Portal software development and services: this source primarily consists of the performance of project-based, application development and other time & materials services for the Company’s government partners. These services accounted for approximately 3% of the Company’s total revenues for the year ended December 31, 2017.
Portal management and other fixed fee services: this source primarily consists of recurring fixed fee portal management services for the Company’s government partner in Indiana. These services accounted for approximately 2% of the Company’s total revenues for the year ended December 31, 2017.
The Company completed contract reviews for each of its three primary revenue sources and concluded that its revenue recognition policies for transaction-based fees and portal management and other fixed fees will remain substantially unchanged under ASC 606. Based on the varying terms of the Company’s portal software development and services contracts, revenue may be recognized under the new standard either over time using an input or output method as services are provided or upon completion of a project, depending upon the terms of the specific contract. Recognizing such revenue over time (as opposed to at a point in time) will represent a change under ASC 606. However, because the Company’s portal software development and services projects are typically short-term in nature and represent a relatively small portion of its total consolidated revenues, the Company does not currently expect any changes to its revenue recognition policy to have a material impact on the Company's consolidated financial statements in any annual or quarterly period. The Company did not have any significant software development and services contracts not substantially complete as of December 31, 2017 and, therefore, there is not a significant cumulative adjustment to retained earnings on the Company’s balance sheet upon adoption of ASC 606 as of January 1, 2018.
3. OUTSOURCED GOVERNMENT CONTRACTS
State enterprise contracts
The Company’s outsourced state master contracts generally have an initial multi-year term with provisions for renewals for various periods at the option of the government. The Company’s primary business obligation under these contracts is generally to design, build, and operate digital government services on an enterprise wide basis on behalf of governments desiring to provide access to government information and to complete government-based transactions online. NIC typically markets the services and solicits users to complete government-based transactions and to enter into subscriber contracts permitting the user to access the portal and the government information contained therein in exchange for transactional and/or subscription user fees. The Company enters into statements of work with various agencies and divisions of the government to provide specific services and to conduct specific transactions. These statements of work preliminarily establish the pricing of the online transactions and data access services the Company provides and the division of revenues between the Company and the government agency. The government oversight authority must approve prices and revenue sharing agreements. The Company has limited control over the level of fees it is permitted to retain.
The Company is typically responsible for funding the up-front investments and ongoing operations and maintenance costs of digital government services, and generally owns all of the intellectual property in connection with the applications developed under these contracts. After completion of a defined contract term, the government partner typically receives a perpetual, royalty-free license to use the applications and digital government services built by the Company only in its own state. However, certain proprietary customer management, billing, payment processing and other software applications that the Company has developed and standardized centrally and that are utilized by the Company’s portal businesses, are being provided to a number of government partners on a software-as-a-service (“SaaS”) basis, and thus would not be included in any royalty-free license. If the Company’s contract expires after a defined term or if its contract is terminated by a government partner for cause, the government agency would be entitled to take over the portal in place, and NIC would have no future revenue from, or obligation to, such former government partner, except as otherwise provided in the contract.
Any renewal of these contracts beyond the initial term by the government is optional and a government may terminate its contract prior to the expiration date if the Company breaches a material contractual obligation and fails to cure such breach within a specified period or upon the occurrence of other events or circumstances specified in the contract. In addition, 15 contracts under which the Company provides enterprise-wide outsourced portal and digital government services, as well as the Company’s contract with the FMCSA can be terminated by the other party without cause on a specified period of notice. Collectively, revenues generated from these contracts represented approximately 61% of the Company’s total consolidated revenues for the year ended December 31, 2017. If any of these contracts is terminated without cause, the terms of the respective contract may require the government to pay the Company a fee in order to continue to use the Company’s applications in its portal.
Under a typical state master contract, the Company is required to fully indemnify its government clients against claims that the Company’s services infringe upon the intellectual property rights of others and against claims arising from the Company’s performance or the performance of the Company’s subcontractors under the contract. At December 31, 2017, the Company was bound by performance bond commitments totaling approximately $5.8 million on certain state enterprise contracts (See Note 6).
The following is a summarybrief description of the state contractsbusiness experience of the Company's directors as of April 1, 2021, and a brief discussion of the specific experience, qualifications, attributes or skills that led to the Board's conclusion that the individual should serve as a director for the Company, in light of the Company’s business and structure. In nominating candidates for future Board positions, the Committee takes into consideration such factors as it deems appropriate on a case-by-case basis, which may include experience, knowledge, skills, expertise, integrity, diversity of background and perspective, ability to make independent analytical inquiries, understanding of the Company’s business environment, the interplay of the candidate’s experience with that of the other Board members and willingness to devote adequate time and effort to Board responsibilities. The Company strongly values a diverse Board and believes that the Board’s deliberative process benefits from a reasonable diversity of backgrounds and perspectives. The Board has proactively sought out diverse candidates for its Board vacancies over the past decade. The Board’s commitment to diversity is reflected through its recent new directors. Four of the last six new directors have been, and three of our ten current directors are, either a woman, a person-of-color, or both. In reviewing the re-nomination of incumbent directors, the Committee also considers their participation at meetings, their understanding of NIC’s business and the environment within which the Company currently generates meaningful revenueoperates, their attendance, and their independence and relationships, if any, with the Company.
Harry H. Herington became the Company's Chief Executive Officer in February 2008 and became the Chairman of the Board in May 2008. He was elected to the Board of Directors in October 2006. Mr. Herington served as President from May 2006 until February 2008 and as Chief Operating Officer from May 2002 until October 2006. He has also served as President of NICUSA, Inc., a wholly owned subsidiary of the abilityCompany, since 1998 and served as a manager of various subsidiaries of NICUSA, Inc. until January 2016. In addition, Mr. Herington has held numerous positions of authority and responsibility with the Company since 1995 as well as several positions of authority with other business and government organizations, which enables him to provide enterprise-wide outsourced digitalvaluable leadership and insight into the Company's strategic direction. By reason of his early involvement and efforts, Mr. Herington is considered a founder of NIC as it became a national company. Mr. Herington is also involved in numerous civic and non-profit activities. Mr. Herington holds a B.S. degree from Wichita State University in Kansas and a J.D. degree from the University of Kansas School of Law.
Art N. Burtscher has served as one of the Company’s directors since 2004 and was elected Lead Independent Director in February 2008. He chairs the Audit Committee. Mr. Burtscher served as a consultant to Westwood Trust--Western Region from 2018 to 2020, where he previously served as President-Western Region of Westwood Trust, a
wholly-owned subsidiary of Westwood Holdings Group, LLC and a provider of trust services and a sponsor of common trust funds from 2012 to 2018. He served as Senior Vice President of Westwood Trust from 2010 through 2012. Mr. Burtscher served as Chairman of McCarthy Group Advisors, L.L.C., an Omaha-based investment advisory firm, from 2004 to 2010. From 2000 to 2004, he was President of McCarthy Group Asset Management. He has more than 30 years of financial services experience, including 13 years as President of Great Western Bank, N.A. Mr. Burtscher currently serves on the boards of directors of American National Bank, Jet Linx, LLC and the Silverstone Group. Mr. Burtscher’s extensive experience in the financial services industry enables him to provide valuable contributions to the Board regarding financial, business and investment matters and to serve as the audit committee financial expert. He graduated from Fort Hays State University in Kansas with a B.S. in Business Administration and is a graduate of the School of Mortgage Banking.
Venmal (Raji) Arasu has served as one of the Company’s directors since 2015. Ms. Arasu is currently Senior Vice President, Intuit Platform of Intuit Inc. (Nasdaq: INTU), Intuit Inc. is a business and financial software company that develops and sells financial, accounting, tax preparation software and related services for small businesses, accountants and individuals. In her role she leads an organization that builds critical platforms and services for Intuit's product offerings. Since January 2021, Ms. Arasu has served as an independent director of MediaAlpha (NYSE: MAX). Ms. Arasu previously served as the Chief Technology Officer for StubHub, Inc., the online and mobile ticketing marketplace subsidiary of eBay Inc. (Nasdaq: EBAY), from November 2011 to January 2016. At eBay, she also served as the Vice President of Engineering, Managed Marketplaces from 2010 to 2011, the Vice President of Engineering, Trading from 2008 to 2010, and in other positions of increasing authority from 2001 to 2008. Prior to joining eBay, Ms. Arasu served in positions of increasing authority at numerous technology companies. She is also actively involved in civic and non-profit organizations focused on empowering women in technology. The Board relies on Ms. Arasu’s extensive experience in technology, including the areas of mobile technologies, payment processing, and the development process, in guiding the Company’s business strategy. Ms. Arasu holds a bachelor’s degree in Computer Engineering from Pune University, in Pune, India.
C. Brad Henry has served as one of the Company’s directors since 2011. Governor Henry is currently of counsel to the national business law firm of Spencer Fane LLP and a founding member of Henry-Adams Companies, LLC, a general and business development consulting firm. In 2010, Governor Henry was appointed by President Barack Obama to the six-member Council of Governors, which works closely with the Secretary of Defense, the Secretary of Homeland Security, and other defense and national security advisors on the synchronization and integration of state and federal military services. He served as governor of the State of Oklahoma for two consecutive terms ending in 2011, the maximum allowed under Oklahoma law. Governor Henry previously served as Chairman of the Council of State Governments, the Southern Growth Policies Board, and the Interstate Oil and Gas Compact Commission, and he currently serves as Chairman of the Regional Transportation Authority of Central Oklahoma and on the boards of the Center for Consumer Recovery, Inc., and the Muscular Dystrophy Association, and was a charter member of the Governors' Council of the Bipartisan Policy Center. Prior to his election as governor, he practiced law and served 10 years in the Oklahoma State Senate, chairing the Senate Judiciary Committee and serving as vice-chair of the Senate Economic Development Committee. The Board relies upon Governor Henry’s extensive experience in state government servicesand industry in guiding the Company’s business strategy. Governor Henry holds a bachelor’s degree in economics from the University of Oklahoma and a J.D. degree from the University of Oklahoma School of Law, where he served as managing editor of the Law Review.
Sylvester (Sly) James, Jr. has served as one of the Company's directors since 2020. He is a member of the Corporate Governance and Nominating Committee and the Compensation Committee. Mayor James is a partner and co-founder of Wickham James Strategies & Solutions, a position that he has held since 2019. He is also a partner in the Sly James Firm, a position he has held since 2002. Prior to multiple government agencies:co-founding Wickham James, he was the Mayor of Kansas City, Missouri from 2011 until 2019 when he was no longer eligible to run for mayor due to term limits. Mayor James has been a practicing trial lawyer and mediator since 1983. Mayor James was previous a partner at the law firm of Blackwell Sanders Matheny Weary & Lombardi. He is a veteran of the United States Marine Corps. Mayor James holds an undergraduate degree from Rockhurst University and a J.D. degree from the University of Minnesota Law School.
Alexander C. Kemper has served as one of the Company’s directors since 2007. He chairs the Compensation Committee. Mr. Kemper is the chairman of the board of The Collectors Fund, a private equity fund focused on alternative asset classes, and serves as chairman and chief executive officer of C2FO, a leading global marketplace for
working capital. He founded Perfect Commerce Inc., an application service provider for internet sourcing and procurement tools and related professional services, and served as chairman and chief executive officer from 2000 to 2006. Under his leadership, Perfect Commerce created the Open Supplier NetworkTM (OSNTM) and became the largest and fastest growing provider of on-demand supplier relationship management (SRM) technology in the United States. Before founding Perfect Commerce, Mr. Kemper was the chairman of the board and CEO of UMB Bank, N.A. and CEO of UMB Financial Corp., a Nasdaq-traded financial services company with assets of more than $20 billion. He is an active angel and venture investor and currently serves on several corporate boards, including UMB Financial Corp. (Nasdaq: UMBF), Sipvine and Dwolla. Mr. Kemper has extensive experience in finance, banking, investment, management and board service, as well as extensive experience with technology companies, which enables him to provide valuable guidance to his fellow directors on such matters. Mr. Kemper holds a B.A. degree from Northwestern University.
William M. Lyons has served as one of the Company’s directors since 2009. He chairs the Corporate Governance and Nominating Committee. Mr. Lyons was president and chief executive officer of American Century Companies, Inc., a Kansas City-based investment manager, until his retirement in March 2007. Mr. Lyons joined American Century in 1987 as assistant general counsel and during his tenure also served as its general counsel, executive vice president, and chief operating officer. Mr. Lyons was named president in 1997 and chief executive officer in 2000. Mr. Lyons also served as a director of American Century Companies, Inc. and numerous investment companies affiliated with American Century Companies, Inc. While at American Century, Mr. Lyons also was a senior executive of several operating subsidiaries, including American Century Investment Management, Inc., American Century Investment Services, Inc., and American Century Services Corp. He is currently a member of the board of directors of Morningstar, Inc. (Nasdaq: MORN) and other civic and not-for-profit entities. Mr. Lyons’s leadership of American Centuries Companies, Inc. through a period of substantial growth enables him to provide valuable guidance to the Board on business strategy and financial matters. Mr. Lyons holds a bachelor’s degree in history from Yale University and a J.D. degree from Northwestern University School of Law.
Anthony Scott has served as one of the Company's directors since 2018. He is currently CEO of the TonyScottGroup and is a senior data privacy and cybersecurity advisor with the global law firm of Squire Patton Boggs, headquartered in Cleveland, a position that he has held since September 2017. Mr. Scott was a Managing Partner for Ridge-Lane L.P., from August 2018 until December 2019. Mr. Scott formerly served as the third Chief Information Officer of the United States under President Barack Obama from February 2015 until January 2017. In addition, from September 2013 through February 2015, he led the global information technology group at VMware, and from February 2008 until May 2013, he served as CIO at Microsoft (Nasdaq: MSFT). Prior to serving as the CIO of Microsoft, he was the CIO at The Walt Disney Company (NYSE: DIS) and was the first Chief Technology Officer of Information Systems & Services at General Motors Corporation (NYSE: GM). He previously held senior management positions in IT at Bristol Myers Squibb (NYSE: BMY) and Sun Microsystems (Nasdaq: SUNW). Mr. Scott holds a Bachelor of Arts degree in Information Systems from the University of San Francisco and a Juris Doctor degree from Santa Clara University.
Jayaprakash Vijayan has served as one of the Company's directors since 2018. He is the former CIO of Tesla Inc. (Nasdaq: TSLA) and is currently the Founder and Chief Executive Officer of Tekion Corp. (2016 to present), an innovative startup technology company serving the automotive retail industry. He served at Tesla from 2012-2016 and was responsible for the company’s information systems, including applications, infrastructure, network, operations, and corporate and product security. Prior to Tesla, Mr. Vijayan led the IT Business Applications organization for VMware, Inc. (NYSE: VMW) and led product development teams for Oracle (NYSE: ORCL). Mr. Vijayan holds a B.S. and M.S. in Geology from the University of Madras in Chennai, Tamil Nadu, India.
Pete Wilson has served as one of the Company’s directors since 1999. Governor Wilson served as Governor of the State of California from 1991 until 1999. Prior to serving as Governor of California, Governor Wilson served in the U.S. Senate for eight years, representing the State of California from 1983 to 1991, and served as the mayor of San Diego, California from 1971 to 1983. Governor Wilson is a principal at Wilson Walsh Consulting Group, a business consulting firm. He is also of counsel to Browne George Ross LLP. Governor Wilson is also a director of The Irvine Company. He is a former director of TPx Communications, a former member of the California State Chamber of Commerce Board of Directors, and a member and Founding Chair of the Southern California Leadership Council. Governor Wilson is a Distinguished Visiting Fellow of the Hoover Institution at Stanford University, and serves as a
Trustee of the Ronald Reagan Presidential Foundation, the Richard Nixon Foundation, and the Criminal Justice Legal Foundation. He is past Chair (current Capital Campaign Chair) of the National World War II Museum. Governor Wilson is also a former member of the Defense Policy Board (advisory to the Secretary of Defense) and the President’s Foreign Intelligence Advisory Board. The Board draws upon Governor Wilson’s extensive experience inside and outside government in overseeing the Company’s business strategy and developing relationships with government partners. He received his undergraduate degree from Yale University and his law degree from the University of California at Berkeley. After graduating from Yale, Governor Wilson spent three years in the Marine Corps as an infantry officer.
Executive Officers
Below is certain information as of April 1, 2021, regarding the executive officers of the Company who are not directors. Mr. Herington, Chief Executive Officer, is profiled under the "Election of Directors" section which begins on page 20, because he also serves as Chairman of the Board of Directors. Executive officers serve at the pleasure of the Board of Directors.
|
| | | | | | | |
NIC Portal EntityName | Age | Portal Website (State) | | Year Services
Commenced
| | Contract Expiration Date
(Renewal Options Through)
Positions with the Company |
NICUSA, IL DivisionHarry H. Herington | 61 | Illinois | | 2017 | | 6/29/2023 | (6/29/2027)Chief Executive Officer |
Louisiana Interactive, LLCStephen M. Kovzan | 52 | Louisiana | | 2015 | | 1/28/2020 |
Chief Financial Officer |
Connecticut Interactive, LLCJayne Friedland Holland | 57 | Connecticut | | 2014 | | 1/9/2020 |
Chief Security Officer |
Wisconsin Interactive Network, LLC | | Wisconsin | | 2013 | | 5/13/2018 | (5/13/2023) |
Pennsylvania Interactive, LLC | | Pennsylvania | | 2012 | | 11/30/2019 | (11/30/2022) |
NICUSA, OR DivisionBrian Anderson | 42 | Oregon | | 2011 | | 11/22/2021 |
Chief Technology Officer |
NICUSA, MD Division Elizabeth A. Thomas | 43 | Maryland | | 2011 | | 8/11/2019 |
Chief Operating Officer |
Mississippi Interactive, LLCWilliam A. Van Asselt | 46 | Mississippi | | 2011 | | 12/31/2019 | (12/31/2021)General Counsel and Secretary |
New Jersey Interactive, LLCDoug Rogers | 45 | New Jersey | | 2009 | | 5/1/2020 | (5/1/2022)Senior Vice President of Strategic Initiatives |
Texas NICUSA, LLCElizabeth M. Proudfit | 46 | Texas | | 2009 | | 8/31/2018 |
|
West Virginia Interactive, LLC | | West Virginia | | 2007 | | 6/30/2021 | (6/30/2024) |
Vermont Information Consortium, LLC | | Vermont | | 2006 | | 6/8/2019 |
|
Colorado Interactive, LLC | | Colorado | | 2005 | | 4/30/2019 | (4/30/2023) |
South Carolina Interactive, LLC | | South Carolina | | 2005 | | 7/15/2019 | (7/15/2021) |
Kentucky Interactive, LLC | | Kentucky | | 2003 | | 8/31/2018 |
|
Alabama Interactive, LLC | | Alabama | | 2002 | | 3/19/2020 | (3/19/2022) |
Rhode Island Interactive, LLC | | Rhode Island | | 2001 | | 7/1/2018 | (7/1/2019) |
Oklahoma Interactive, LLC | | Oklahoma | | 2001 | | 3/31/2018 | (3/31/2020) |
Montana Interactive, LLC | | Montana | | 2001 | | 12/31/2019 | (12/31/2020) |
Hawaii Information Consortium, LLC | | Hawaii | | 2000 | | 1/3/2019 | (3-year renewal options) |
Idaho Information Consortium, LLC | | Idaho | | 2000 | | 6/30/2018 |
|
Utah Interactive, LLC | | Utah | | 1999 | | 6/5/2019 |
|
Maine Information Network, LLC | | Maine | | 1999 | | 7/1/2018 |
|
Arkansas Information Consortium, LLC | | Arkansas | | 1997 | | 6/30/2018 |
|
Indiana Interactive, LLC | | Indiana | | 1995 | | 10/24/2021 | (10/24/2025) |
Nebraska Interactive, LLC | | Nebraska | | 1995 | | 4/1/2019 | (4/1/2021) |
Kansas Information Consortium, LLC | | Kansas | | 1992 | | 12/31/2022 | (annual renewal options)Senior Vice President of Strategic Solutions |
Outsourced federal contract
The Company’s subsidiary NIC FederalStephen M. Kovzan has a contract with the FMCSA to develop and manage the FMCSA’s PSP for motor carriers nationwide, using the Company’s transaction-based business model. During the third quarter of 2017, the FMCSA exercised the second of its two one-year renewal options, extending the current contract through August 31, 2018. The contract can be terminated by the FMCSA without cause on a specified period of notice.
Expiring contracts
There are currently nine contracts under which the Company provides enterprise-wide outsourced portal and digital government services, as wellserved as the Company’s Chief Financial Officer since August 2007. Mr. Kovzan joined the Company in October 1999 and served as the Company’s Controller until September 2000, at which time he became the Company’s Vice President of Financial Operations and Chief Accounting Officer, serving as such until August 2007. Mr. Kovzan currently serves as a manager and officer of various subsidiaries of NICUSA, Inc. Prior to joining the Company, Mr. Kovzan served as a business assurance manager with PricewaterhouseCoopers LLP. Mr. Kovzan is a Certified Public Accountant and holds a B.S. in business administration from the University of Tulsa and an M.S. in business from the University of Kansas.
Jayne Friedland Holland was appointed to the position of Chief Security Officer in May 2015. From December 2006 until this appointment, she served as the Company’s Chief Security Officer and Associate General Counsel. Ms. Holland joined the Company in June 2005 as Associate General Counsel of the Company. In her role as Chief Security Officer, she oversees the Company’s security management program. Prior to joining the Company, Ms. Holland served as Vice President and General Counsel for ESI and began her career as a litigator in New Orleans with McGlinchey Stafford PLLC. Ms. Holland holds a B.A. degree in Political Science from Newcomb College of Tulane University and a J.D. degree from Tulane University School of Law.
Brian G. Anderson joined as the Company as its Chief Technology Officer in April 2019. Prior to NIC, Mr. Anderson spent his career as an executive-level technology strategist and was the founder of a technology start-up, Applogie, LLC, from January 2017 to April 2019. Prior to that, Mr. Anderson served in various roles including as the Chief Technology Officer of Lexmark International, Inc. from December 2011 to December 2016. Mr. Anderson holds a B.S. degree from the University of Kansas.
Elizabeth A. Thomas was appointed to the position of Chief Operating Officer in March 2021. From August 2019 to March 2021 she served as the Company’s Chief of Staff. Prior to becoming Chief of Staff, she was the Vice President of Finance Operations from June 2017 to August 2019. She joined the Company in June 2012 and served as Vice President of Internal Audit until June 2017. Prior to joining the Company, Ms. Thomas was the Vice President of Finance of Protection One, now ADT (NYSE: ADT). Ms. Thomas has 19 years of experience in Finance and Audit,
including M&A transactions, and has reported directly to the Boards of Directors of several public companies. Ms. Thomas holds B.S. and M.S. degrees from Kansas State University.
William A. Van Asselt was appointed to the position of General Counsel in January 2016. From March 2014 until this appointment, he served as the Company’s Deputy General Counsel. Mr. Van Asselt joined the Company in June 2010 as Associate General Counsel. Prior to joining the Company, Mr. Van Asselt practiced law at Lathrop & Gage LLP, and previously at Hogan Lovells in Washington D.C. where his practice focused on contract negotiations, corporate mergers & acquisitions, telecommunications law and corporate governance. Prior to attending law school, Mr. Van Asselt served as the Executive Director for the Martin Luther King, Jr. National Memorial Project Foundation in Washington D.C. Mr. Van Asselt holds a B.A. degree in Political Science from the University of Missouri and a J.D. degree from Harvard Law School.
Doug Rogers joined as the Company as its Senior Vice President of Business Development in October 2017 and was appointed Senior Vice President of Strategic Initiatives in October 2020. Mr. Rogers leads the national sales and marketing team supporting federal, state and payment processing engagements focusing on expanding our relationships with new government partners. Prior to joining NIC, he was a Vice President at Cerner Corporation, a publicly traded company (Nasdaq: CERN) headquartered in North Kansas City, Mo., and supplier of health information technology solutions, services, devices, and hardware. Mr. Rogers spent thirteen years with Cerner Corporation in a variety of roles ranging from marketing, government relations, and sales. For the three years prior to joining NIC, he led the team that sold Cerner Corporation's Population Health Software-as-a-Service solutions across multiple markets, including federal and state government. Mr. Rogers holds a B.S. degree in Biology from the Centenary College of Louisiana.
Elizabeth M. Proudfit joined NIC in April 2000 as a member of the sales team advising federal, state and local governments on using innovation and technology to make government more accessible, secure and convenient for businesses and citizens. After serving in a number of roles on the sales team, including Director of Business Development from 2002 to 2006 and Vice President of Sales from 2006 to 2020, in July 2020, Ms. Proudfit became an executive officer of the Company when she was named the Senior Vice President of Marketing and Communications. In March 2021, Ms. Proudfit was named the Senior Vice President of Strategic Solutions, responsible for leading the marketing, communications, and business development proposal efforts for the Company. Prior to joining NIC, Ms. Proudfit was with the FMCSA,Office of Government Affairs for Arthur Andersen LLP. Ms. Proudfit holds a B.A. degree in History from Harvard University.
Committees of the Board
As described below, there are three standing committees of the Board. Each committee’s responsibilities, including those responsibilities delegated to such committee by the Board, are governed by a charter that have expiration dates withinis available on the 12-month period following December 31, 2017. Collectively, revenues generated from these contracts represented approximately 43%Company’s website at http://ir.egov.com, or by sending your request in writing to the Corporate Secretary, NIC Inc., 25501 West Valley Parkway, Suite 300, Olathe, Kansas 66061.
The table below shows the members of each Committee of the Board:
| | | | | | | | | | | | | | |
Audit
Committee | | Compensation
Committee | | Corporate Governance and Nominating Committee |
| Art N. Burtscher, Chairman | | Alexander C. Kemper, Chairman | | William M. Lyons, Chairman |
| Venmal (Raji) Arasu | | Art N. Burtscher | | Venmal (Raji) Arasu |
| Alexander C. Kemper | | C. Brad Henry | | C. Brad Henry |
| William M. Lyons | | Sylvester (Sly) James, Jr. | | Sylvester (Sly) James, Jr. |
| Anthony Scott | | Jayaprakash Vijayan | | Anthony Scott |
| Jayaprakash Vijayan | | Pete Wilson | | Pete Wilson |
The Audit Committee
The Audit Committee oversees management’s responsibility for the integrity of the Company’s total consolidated revenues foraccounting and financial reporting and systems of internal controls. The Committee also oversees the year ended December 31, 2017. Although certainperformance of these contracts have renewal provisions, any renewal is at the optionCompany’s
independent registered public accounting firm and the Company’s compliance with legal and regulatory requirements. In addition, the Committee has the responsibility to oversee the assessment and management of the Company’s government partner. As described above, if a contract is not renewed after a defined term, the government partner would be entitled to take over the portal in place, and NIC would have no future revenue from, or obligation to, such former government partner, except as otherwise provided in the contract.risks. The Audit Committee met five times during 2020.
As previously disclosed, NIC has been informed by representatives of the state of Texas that Texas NICUSA has been selected to negotiate a contract to provide the payment processing services set forth in the Texas RFO, and that Texas NICUSA has not been selected to negotiate a contract to provide the portal operations, maintenance and development services set forth in the Texas RFO. The current agreement between the state of Texas and Texas NICUSA expires on August 31, 2018. The Texas portal accounted for approximately 20% of our total consolidated revenues for the year ended December 31, 2017.
The contract under which the Company’s subsidiary, NICUSA Inc. (“NICUSA”), managed the state of Tennessee’s official government portal expired on March 31, 2017. For the years ended December 31, 2017, 2016 and 2015, revenues from the Tennessee portal contract were approximately $1.8 million, $7.5 million and $9.0 million, respectively.
The contract under which the Company’s subsidiary, Iowa Interactive, LLC, managed the state of Iowa’s official government portal expired on June 30, 2016. For the years ended December 31, 2016 and 2015, revenues from the Iowa portal contract were approximately $1.6 million and $1.8 million, respectively.
The contract under which the Company’s subsidiary, Delaware Interactive, LLC, managed the state of Delaware’s official government portal expired on March 31, 2015. For the years ended December 31, 2015, revenues from the Delaware portal contract were approximately $0.6 million.
4. INTANGIBLE ASSETS, NET
Intangible assets, net consisted of the following (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | December 31, 2017 | | December 31, 2016 |
| | | Gross Carrying Value | | Accumulated Amortization | | Net Book Value | | Gross Carrying Value | | Accumulated Amortization | | Net Book Value |
| Internal use capitalized software | | $ | 13,610 |
| | $ | (8,396 | ) | | $ | 5,214 |
| | $ | 10,045 |
| | $ | (6,457 | ) | | $ | 3,588 |
|
Amortization expense for internal use capitalized software totaling approximately $1.9 million, $1.3 million and $1.1 million for the years ended December 31, 2017, 2016 and 2015, respectively, is included in depreciation & amortization in the consolidated statements of income. The total estimated intangible asset amortization expense in future years is as follows (in thousands):
|
| | | | |
| Fiscal Year | | |
| 2018 | | $ | 2,415 |
|
| 2019 | | 1,958 |
|
| 2020 | | 841 |
|
| | | $ | 5,214 |
|
5. PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of the following at December 31 (in thousands):
|
| | | | | | | |
| | 2017 | | 2016 |
| Equipment | $ | 30,411 |
| | $ | 31,426 |
|
| Purchased software | 10,028 |
| | 11,781 |
|
| Furniture and fixtures | 5,669 |
| | 5,468 |
|
| Leasehold improvements | 2,249 |
| | 2,073 |
|
| | 48,357 |
| | 50,748 |
|
| Less accumulated depreciation | (38,051 | ) | | (41,022 | ) |
| Property and equipment, net | $ | 10,306 |
| | $ | 9,726 |
|
Depreciation expense for the years ended December 31, 2017, 2016 and 2015 was approximately $5.0 million, $5.5 million and $7.3 million, respectively.
6. DEBT OBLIGATIONS AND COLLATERAL REQUIREMENTS
On April 28, 2017, the Company entered into Amendment No. 3 to Amended and Restated Credit Agreement (the “Amendment’), which amends the Amended and Restated Credit Agreement, dated as of August 6, 2014, by and between the Company and Bank of America, N.A. (the “Credit Agreement”). The Amendment extended the maturity date to May 1, 2019.
The Credit Agreement provides that the interest rate on any amounts borrowed by the Company will be at an annual rate benchmarked to LIBOR with a term equivalent to such borrowing or at an annual rate adjusted daily and benchmarked to LIBOR for a one-month term, in each event plus a margin of 1.15% or 1.25% depending on the Company’s consolidated leverage ratio. The margin is either 1.15% (if the Company’s consolidated leverage ratio is less than 1.50:1) or 1.25% (if the Company’s consolidated leverage ratio is greater than or equal to 1.50:1).
The other material terms of the Credit Agreement remain unchanged, including customary representations and warranties, affirmative and negative covenants and events of default. The Credit Agreement also continues to require the Company to maintain compliance with the following financial covenants (in each case, as defined in the Credit Agreement):
Consolidated tangible net worth of at least $36 million (plus the amount of net proceeds from equity issued, or debt converted to equity, in each case after the date of the Credit Agreement); and
Consolidated maximum leverage ratio of 1.50:1 (the ratio of total funded debt to EBITDA).
The Company was in compliance with each of these covenants at December 31, 2017. The Company issues letters of credit mainly as collateral for an office lease, and to a much lesser extent, as collateral for performance on one of its outsourced government portal contracts. These irrevocable letters of credit are generally in force for one year. In total, the Company and its subsidiaries had unused outstanding letters of credit of approximately $0.9 million at December 31, 2017. The Company was not required to cash collateralize these letters of credit at December 31, 2017. The Company had $4.1 million in available capacity to issue additional letters of credit and $9.1 million of unused borrowing capacity at December 31, 2017 under the Credit Agreement. Letters of credit may have an expiration date of up to one year beyond the expiration date of the Credit Agreement. The Credit Agreement also includes an accordion feature that allows the Company to increase the available capacity under the Credit Agreement to $50 million, subject to securing additional commitments from the bank.
The Company has a $1.0 million line of credit with a bank in conjunction with a corporate credit card agreement.
At December 31, 2017, the Company was bound by performance bond commitments totaling approximately $5.8 million on certain outsourced government portal contracts.
7. COMMITMENTS AND CONTINGENCIES
Operating leases
The Company and its subsidiaries lease office space and certain equipment under noncancelable operating leases. Future minimum lease payments under all noncancelable operating leases at December 31, 2017 are as follows (in thousands):
|
| | | |
| Fiscal Year | |
| 2018 | $ | 4,921 |
|
| 2019 | 3,501 |
|
| 2020 | 2,609 |
|
| 2021 | 2,244 |
|
| 2022 | 1,789 |
|
| Thereafter | 967 |
|
| Total minimum lease payments | $ | 16,031 |
|
Rent expense for operating leases for the years ended December 31, 2017, 2016 and 2015 was approximately $5.1 million, $4.9 million and $4.5 million, respectively.
Litigation
The Company is involved from time to time in legal proceedings and litigation arising in the ordinary course of business. However, the Company is not currently a party to any material legal proceedings.
8. STOCKHOLDERS’ EQUITY
Dividend policy
In 2016, the Company’s Board of Directors approved a dividend policy pursuant to which it plans to make, subject to subsequent declaration, regular quarterly cash dividends of $0.08 per share, beginning withhas determined that the declaration and payment of a cash dividend in the first quarter of 2017. For each dividend paid, a dividend equivalent is paid simultaneously on unvested shares of service-based restricted stock. In addition, holders of performance-based restricted stock accrue dividend equivalents, for eachmembers of the dividend declared, that could be earnedAudit Committee are independent as required by applicable laws and become payable inregulations, the formlisting standards of additional shares of common stock at the end of the respective performance period to the extent that the underlying shares of performance-based restricted stock were earned. All dividends were paid out of the Company's available cash.
Dividends
On January 29, 2018, the Company'sNasdaq and NIC’s Governance Principles. The Board of Directors declared a regular quarterly cash dividend of $0.08 per share, payable to stockholders of record as of March 6, 2018. The dividend, which is expected to total approximately $5.4 million, will be paid on March 20, 2018.
In 2017, the Company's Board of Directors declared the following dividends (payment in thousands):
|
| | | | |
| Declaration Date | Dividend per Share | Record Date | Payment Date | Payment |
| January 30, 2017 | $0.08 | March 7, 2017 | March 21, 2017 | $5,342 |
| May 2, 2017 | $0.08 | June 6, 2017 | June 20, 2017 | $5,350 |
| July 31, 2017 | $0.08 | September 6, 2017 | September 20, 2017 | $5,351 |
| October 30, 2017 | $0.08 | December 5, 2017 | December 19, 2017 | $5,350 |
On November 1, 2016, the Company’s Board of Directors declared a special cash dividend of $0.65 per share, payable to stockholders of record as of November 16, 2016. The dividend, totaling approximately $43.3 million, was paid on December 9, 2016.
On November 2, 2015, the Company’s Board of Directors declared a special cash dividend of $0.55 per share, payable to stockholders of record as of November 13, 2015. The dividend, totaling approximately $36.5 million, was paid on January 4, 2016.
9. INCOME TAXES
The provision for income taxes consistshas determined that at least one member of the following (in thousands):
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| Current income taxes: | | | | | |
| Federal | $ | 22,533 |
| | $ | 20,433 |
| | $ | 23,876 |
|
| State | 2,550 |
| | 2,478 |
| | 3,358 |
|
| Total | 25,083 |
| | 22,911 |
| | 27,234 |
|
| Deferred income taxes: | | | | | |
| Federal | 1,576 |
| | (857 | ) | | (1,754 | ) |
| State | 64 |
| | (29 | ) | | (164 | ) |
| Total | 1,640 |
| | (886 | ) | | (1,918 | ) |
| Total income tax provision | $ | 26,723 |
| | $ | 22,025 |
| | $ | 25,316 |
|
Deferred income taxes on the balance sheet result from temporary differences between the amount of assets and liabilities recognized forCommittee, Mr. Burtscher, qualifies as an “audit committee financial reporting and tax purposes. Significant components of the Company’s deferred tax assets and liabilities were as follows at December 31 (in thousands):
|
| | | | | | | |
| | 2017 | | 2016 |
| Deferred tax assets: | | | |
| Stock-based compensation | $ | 997 |
| | $ | 1,899 |
|
| Federal benefit of state uncertain tax positions | 919 |
| | 1,392 |
|
| Accrued vacation | 660 |
| | 1,035 |
|
| Deferred rent | 119 |
| | 275 |
|
| State net operating loss carryforwards | 266 |
| | 222 |
|
| Allowance for doubtful accounts | 135 |
| | 160 |
|
| Other | 316 |
| | 299 |
|
| | 3,412 |
| | 5,282 |
|
| Less: Valuation allowance | (257 | ) | | (189 | ) |
| Total | 3,155 |
| | 5,093 |
|
| Deferred tax liabilities: | | | |
| Property and equipment & capitalized internal use software development costs | (2,488 | ) | | (2,786 | ) |
| Net deferred tax asset | $ | 667 |
| | $ | 2,307 |
|
The Company has identified certain estimated state net operating loss (“NOL”) carryforwards that it might be unable to use. Based on a review of applicable state tax statutes, the Company concluded that there is substantial doubt it would be able to realize the full amount of certain estimated NOL carryforwards in states where the Company cannot file a consolidated income tax return or where future taxable income will not be sufficient to utilize the state NOL before it expires. As a result,
the Company recorded a deferred tax asset valuation allowance totaling approximately $0.3 million and $0.2 million, respectively, at December 31, 2017 and 2016.
The following table reconciles the statutory federal income tax rate and the effective income tax rate indicated by the consolidated statements of income:
|
| | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| Statutory federal income tax rate | 35.0 | % | | 35.0 | % | | 35.0 | % |
| Domestic production activities deductions | (2.6 | )% | | (8.7 | )% | | — | % |
| Federal and state tax credits | (2.0 | )% | | (2.0 | )% | | (1.2 | )% |
| Excess tax benefits from restricted stock vestings | (0.7 | )% | | — | % | | — | % |
| State income taxes | 1.8 | % | | 1.4 | % | | 2.1 | % |
| Uncertain tax positions | 1.6 | % | | 3.3 | % | | 0.9 | % |
| Nondeductible expenses | 0.7 | % | | 0.6 | % | | 1.0 | % |
| Other | 0.3 | % | | (1.3 | )% | | (0.2 | )% |
| Effective federal and state income tax rate | 34.1 | % | | 28.3 | % | | 37.6 | % |
The Company’s effective tax rate in 2017 was lower than the statutory federal income tax rate due mainly to favorable benefits related to the domestic production activities deduction, the federal research and development credit, and excess tax benefits from restricted stock vestings, partially offset by the one-time charge as a result of the new tax law described below.
The Company's lower effective tax rate in 2016 was due mainly to favorable benefits related to the domestic production activities deduction, the federal research and development credit, an adjustment to certain deferred tax liabilities related to a previous acquisition of a business and the filing of the Company’s 2014 and 2013 amended federal income tax returns during the fourth quarter of 2016.
During the third quarter of 2016, the Company completed its study of qualifying activities for the domestic production activities deduction and began recognizing tax benefits for the deduction upon the filing of its fiscal 2015 federal income tax return. The Company recognized tax benefits, included in its income tax provision for 2016, of approximately $1.5 million for the 2016 tax year and approximately $1.4 million for the 2015 tax year, related to the domestic production activities deduction.
During the fourth quarter of 2016, the Company amended its federal income tax returns for the 2014 and 2013 tax years and recognized tax benefits, included in its income tax provision for 2016, of approximately $1.2 million for the 2014 tax year and $1.0 million for the 2013 tax year, related to the domestic production activities deduction.
Excess tax benefits in the amount of $0.5 million were recognized as a component of income tax expense during 2017, resulting from restricted stock vestings. Prior to the adoption of ASU 2016-09, excess tax benefits of $0.6 million and $0.4 million were recognized as additional paid-in capital during 2016 and 2015, respectively.
The following table provides a reconciliation of the beginning and ending amount of the consolidated liability for unrecognized income tax benefits (included in other long-term liabilities in the consolidated balance sheets) for the years ended December 31, 2017, 2016 and 2015 (in thousands):
|
| | | | | | | | | | | |
| | 2017 | | 2016 | | 2015 |
| Balance at January 1 | $ | 6,599 |
| | $ | 3,721 |
| | $ | 2,798 |
|
| Additions for tax positions of prior years | 576 |
| | 1,754 |
| | 338 |
|
| Additions for tax positions of current years | 1,646 |
| | 1,589 |
| | 1,094 |
|
| Expiration of the statute of limitations | (788 | ) | | (439 | ) | | (366 | ) |
| Reductions for tax positions of prior years | (13 | ) | | (26 | ) | | (143 | ) |
| Balance at December 31 | $ | 8,020 |
| | $ | 6,599 |
| | $ | 3,721 |
|
The increase in the amount of the consolidated liability for unrecognized income tax benefits in 2017 was mainly due to the domestic production activities deduction that the Company began recognizing in 2016.
At December 31, 2017, 2016 and 2015, there were approximately $7.1 million, $5.2 million and $2.6 million, respectively, of unrecognized tax benefits that if recognized would affect the Company’s annual effective tax rate. It is reasonably possible that events will occur during the next 12 months that would cause the total amount of unrecognized tax benefits to increase or decrease. However, the Company does not expect such increases or decreases to be material to its financial condition or results of operations.
The Company, along with its wholly owned subsidiaries, files a consolidated U.S. federal income tax return and separate income tax returns in many states throughout the U.S. The Company remains subject to U.S. federal examination for the tax years ended on or after December 31, 2013. State income tax returns are generally subject to examination for a period of three to five years after filing of the respective return.
The Company recognizes accrued interest and penalties associated with uncertain tax positions as part of income tax expense in the consolidated statements of income. Accrued interest and penalty amounts were not significant at December 31, 2017, 2016 and 2015.
On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law. The Tax Act, among other changes, reduces the statutory federal corporate income tax rate from 35% to 21%. In the fourth quarter of 2017, Company recognized a one-time charge totaling approximately $0.3 million to reduce net deferred tax assets as of December 31, 2017, based on the anticipated reduction in the Company's prospective effect tax rate resulting from the Tax Act. The Company will receive the benefit of the reduced statutory federal corporate income tax rate starting January 1, 2018, which will be partially offset by changes in certain deductions (most notably the elimination of the domestic production activity deductions). Due to the complexities of the new tax legislation, the SEC has issued Staff Accounting Bulletin ("SAB") 118 which allows for the recognition of provisional amounts during a measurement period similar to the measurement period used when accounting for business combinations. The Company has recorded a provisional re-measurement of its deferred tax assets and liabilities, resulting in a minimal impact on its 2017 income tax provision. The Company will continue to assess the impact of the new tax legislation, as well as any related future regulations and rules, and will record any additional impacts as identified during the measurement period, if necessary.expert.”
The Compensation Committee
10. STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS
The following table presents stock-based compensation expense included in the Company’s consolidated statements of income (in thousands):
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| Cost of portal revenues, exclusive of depreciation & amortization | $ | 1,276 |
| | $ | 1,390 |
| | $ | 1,404 |
|
| Cost of software & services revenues, exclusive of depreciation & amortization | 86 |
| | 62 |
| | 83 |
|
| Selling & administrative | 4,102 |
| | 4,545 |
| | 4,954 |
|
| Stock-based compensation expense before income taxes | $ | 5,464 |
| | $ | 5,997 |
| | $ | 6,441 |
|
Stock option and restricted stock plans
The Company has a stock compensation plan (the “NIC plan”) to provideCompensation Committee is responsible for the granting of restricted stock awards, incentive stock options or non-qualified stock options to encourage certain employees of the Companyestablishment and its subsidiaries, and directors of the Company to participate in the ownership of the Company and to provide additional incentive for such employees and directors to promote the success of its business through sharing in the future growth of such business. The Company did not grant any stock options in 2017, 2016, or 2015. Instead, the Company currently expects to continue to grant only restricted stock awards.
As approved by the Company’s Board of Directors and stockholders, the number of shares the Company is authorized to grant under the NIC plan is 15,825,223 common shares. The Company made non-material changes to the NIC plan in 2016 to increase grantee tax withholding rights under new accounting rules that became effective for the Company in 2017 (see Note 2). At December 31, 2017, a total of 3,938,916 shares were available for future grants under the NIC plan.
Restricted stock
During 2017, the Compensation Committee of the Board of Directors of the Company (the “Committee”) granted to certain management-level employees and executive officers, service-based restricted stock awards totaling 250,039 shares with a grant-date fair value totaling approximately $5.4 million. Such restricted stock awards vest beginning one year from the date of grant in annual installments of 25%. In addition, non-employee directors of the Company were granted service-based restricted stock awards totaling 37,464 shares with a grant-date fair value totaling approximately $0.8 million. Such restricted stock awards vest one year from the date of grant.
During the first quarter of 2017, the Committee also granted to certain executive officers performance-based restricted stock awards pursuant to the termsoversight of the Company’s executive compensation program totaling 110,678 shares with a grant-date fair value totaling approximately $2.4 million, which represents the maximum number of shares the executive officers can earn at the end of a three-year performance period ending December 31, 2019.
program. The actual number of shares earned will be based on the Company’s performance related to the following performance criteria over the performance period:
Operating income growth (three-year compound annual growth rate);
Total consolidated revenue growth (three-year compound annual growth rate); and
Return on invested capital (three-year average).
At the end of the three-year period, the executive officers are eligible to receive up to a specified number of shares based upon the Company’s performance relative to these performance criteria over the performance period. In addition, the executive officers will accrue dividend equivalentsCommittee also has responsibility for any cash dividends declared during the performance period, payable in the form of additional shares of Company common stock, based upon the maximum number of shares to be earned by the executive officers for each performance-based restricted stock award. Such hypothetical cash dividend payment shall
be divided by the fair valuegeneral oversight of the Company’s common stock oncompensation policies and practices for all employees, particularly with respect to how such policies relate to the dividend payment date to determineachievement of Company business goals and the maximum numberCompany’s management of notional shares to be awarded. Atrisk. It is the endresponsibility of the three-year performance periodCommittee to review, recommend and on the date some or all of the shares are paid under the agreement, a pro rata number of notional dividend shares will be converted into an equivalent number of dividend shares paid and grantedapprove changes to the executive officers based upon the actual number of underlying shares earned during the performance period.
At December 31, 2017, the three-year performance period relatedCompany’s compensation policies and benefits programs and to the performance-based restricted stock awards granted to certain executive officers on February 23, 2015 ended. Based onotherwise ensure that the Company’s actual financial results from 2015 through 2017, no shares or dividend equivalent shares were earned. The 91,820 shares subject to the awards will be forfeited in the first quarter of 2018.
At December 31, 2016, the three-year performance period related to the performance-based restricted stock awards granted to certain executive officers on February 24, 2014 ended. Based oncompensation philosophy is consistent with the Company’s actual financial results from 2014 through 2016, 59,437best interests and is properly implemented. The Committee establishes the compensation levels of the shares subject to the awards and 4,945 dividend shares were earned. The remaining 21,503 shares subject to the awards were forfeited.
At December 31, 2015, the three-year performance period related to the performance-based restricted stock awards granted to certain executive officers on February 5, 2013 ended. Based on the Company’s actual financial results from 2013 through 2015, 96,732 of the shares subject to the awards and 6,990 dividend shares were earned. The remaining 18,964 shares subject to the awards were forfeited.
A summary of service-based restricted stock activity for the year ended December 31, 2017 is presented below:
|
| | | | | | |
| | Service-based Restricted Shares | | Weighted Average Grant Date Fair Value |
| Outstanding at January 1, 2016 | 633,451 |
| | $ | 17.89 |
|
| Granted | 292,448 |
| | $ | 21.46 |
|
| Vested | (268,352 | ) | | $ | 17.67 |
|
| Canceled | (47,661 | ) | | $ | 19.20 |
|
| Outstanding at December 31, 2017 | 609,886 |
| | $ | 19.59 |
|
| Expected to vest at December 31, 2017 | 609,886 |
| | $ | 19.59 |
|
The fair value of service-based restricted stock vested during the years ended December 31, 2017, 2016 and 2015 was approximately $4.7 million, $4.6 million and $4.7 million, respectively. The weighted average grant date fair value per share of service-based restricted stock granted during the years ended December 31, 2017, 2016 and 2015 was $21.46, $17.67 and $16.69, respectively.
A summary of performance-based restricted stock activity for the year ended December 31, 2017 is presented below:
|
| | | | | | |
| | Performance- based Restricted Shares | | Weighted Average Grant Date Fair Value |
| Outstanding at January 1, 2016 | 310,951 |
| | $ | 17.94 |
|
| Granted | 110,678 |
| | $ | 22.00 |
|
| Vested | (59,437 | ) | | $ | 19.41 |
|
| Canceled | (21,503 | ) | | $ | 19.41 |
|
| Outstanding at December 31, 2017 | 340,689 |
| | $ | 18.91 |
|
| Expected to vest at December 31, 2017 | 53,841 |
| | $ | 22.15 |
|
The fair value of performance-based restricted stock vested during the years ended December 31, 2017, 2016 and 2015 was approximately $1.2 million, $1.6 million and $0.8 million, respectively. The weighted average grant date fair value per share of performance-based restricted stock granted during the years ended December 31, 2017, 2016 and 2015 was $22.00, $17.62 and $17.11, respectively.
At December 31, 2017, the total intrinsic value of nonvested restricted stock awards expected to vest was approximately $11.2 million. At December 31, 2017, the Company had approximately $8.2 million of total unrecognized compensation cost related to nonvested restricted stock awards. The Company expects to recognize this cost over a weighted average period of approximately two years from December 31, 2017.
Income taxes
During the year ended December 31, 2017, excess tax benefits of $0.5 million were recognized within income tax expense upon restricted stock vestings. Prior to the adoption of ASU 2016-09, excess tax benefits of $0.6 million and $0.4 million, respectively, were recognized as additional paid-in capital upon restricted stock vestings during December 31, 2016 and 2015.
Employee stock purchase plan
In 1999, the Company’s Board of Directors approved an employee stock purchase plan (“ESPP”) intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. A total of 2,321,688 shares of NIC common stock have been reserved for issuance under this plan. Terms of the plan permit eligible employees to purchase NIC common stock through payroll deductions up to the lesser of 15% of each employee’s compensation or $25,000. Amounts deducted and accumulated by the participant are used to purchase shares of NIC’s common stock at 85% of the lower of the fair value of the common stock at the beginning or the end of the offering period, as defined in the plan.
In the offering period commencing on April 1, 2016 and ending on March 31, 2017, 86,998 shares were purchased at a price of $15.29 per share, resulting in total cash proceeds to the Company of approximately $1.3 million. In the offering period commencing on April 1, 2015 and ending on March 31, 2016, 74,976 shares were purchased at a price of $14.86 per share, resulting in total cash proceeds to the Company of approximately $1.1 million. In the offering period commencing on April 1, 2014 and ending on March 31, 2015, 75,328 shares were purchased at a price of $15.02 per share, resulting in total cash proceeds to the Company of approximately $1.1 million. The current offering period under this plan commenced on April 1, 2017. The closing fair market value of NIC common stock on the first day of the current offering period was $20.20 per share.
The fair values of the offerings were estimated on the dates of grant using the Black-Scholes model using the assumptions in the following table.
|
| | | | | | | | | | | |
| | March 31, 2018 Offering | | March 31, 2017 Offering | | March 31, 2016 Offering |
| Risk-free interest rate | 1.02 | % | | 0.62 | % | | 0.27 | % |
| Expected dividend yield | 2.69 | % | | 3.04 | % | | 3.07 | % |
| Expected life | 1.0 year |
| | 1.0 year |
| | 1.0 year |
|
| Expected stock price volatility | 23.07 | % | | 28.54 | % | | 37.86 | % |
| Weighted average fair value of ESPP rights | $ | 4.58 |
| | $ | 4.40 |
| | $ | 4.88 |
|
The Black-Scholes option-pricing model was not developed for use in valuing employee ESPP rights, but was developed for use in estimating the fair value of traded stock options that have no vesting restrictions and are fully transferable. In addition, it requires the use of subjective assumptions including expectations of future dividends and stock price volatility. Such assumptions are only used for making the required fair value estimate and should not be considered as indicators of future dividend policy or stock price appreciation, or should not be used to predict the value ultimately realized by employees who receive equity awards. Because changes in the subjective assumptions can materially affect the fair value estimate and
because employee stock options have characteristics significantly different from those of traded options, the use of the Black-Scholes option-pricing model may not provide a reliable estimate of the fair value of employee ESPP rights.
Defined contribution 401(k) profit sharing plan
The Company and its subsidiaries sponsor a defined contribution 401(k) profit sharing plan. In accordance with the plan, all full-time employees are eligible immediately upon employment and non-full time employees are eligible upon reaching 1,000 hours of service in the relevant period. A discretionary match by the Company of an employee’s contribution of up to 5% of base salary and a discretionary contribution may be made to the plan as determined by the Board of Directors. Expense related to Company matching contributions totaled approximately $2.7 million, $2.5 million and $2.2 million for the years ended December 31, 2017, 2016 and 2015, respectively.
11. REPORTABLE SEGMENTS AND RELATED INFORMATION
The Outsourced Portals segment is the Company’s only reportable segment and generally includes the Company’s subsidiaries operating outsourced state and local government portals. The Other Software & Services category primarily includes the Company’s subsidiaries that provide software development and digital government services, other than outsourced portal services, to state and local governments as well as federal agencies. Each of the Company’s businesses within the Other Software & Services category is an operating segment and have been grouped together to form the Other Software & Services category, as none of the operating segments meets the quantitative threshold of a separately reportable segment. There have been no significant intersegment transactions for the periods reported. The summary of significant accounting policies applies to all operating segments.
The Company’s Chief Executive Officer has been identified asand the chief operating decision maker ("CODM"). The measure of profitability by which management, including the CODM, evaluates the performance of its segmentsCompany’s other executive officers, and allocates resources to them is operating income (loss) before income taxes. Segment assets or other segment balance sheet information is not presentedreviews and makes recommendations to the Company’s CODM. Accordingly,Board regarding the Company has not presented information relating to segment assets.
The table below reflects summarized financial information for the Company’s reportablelevel and operating segments for the years ended December 31 (in thousands):
|
| | | | | | | | | | | | | | | |
| | Outsourced Portals | | Other Software & Services | | Other Reconciling Items | | Consolidated Total |
| 2017 | | | | | | | |
| Revenues | $ | 311,351 |
| | $ | 25,157 |
| | $ | — |
| | $ | 336,508 |
|
| Costs & expenses | 191,572 |
| | 8,890 |
| | 50,780 |
| | 251,242 |
|
| Depreciation & amortization | 2,698 |
| | 97 |
| | 4,134 |
| | 6,929 |
|
| Operating income (loss) before income taxes | $ | 117,081 |
| | $ | 16,170 |
| | $ | (54,914 | ) | | $ | 78,337 |
|
| 2016 | | | | | | | |
| Revenues | $ | 296,998 |
| | $ | 20,917 |
| | $ | — |
| | $ | 317,915 |
|
| Costs & expenses | 180,287 |
| | 5,958 |
| | 47,063 |
| | 233,308 |
|
| Depreciation & amortization | 3,230 |
| | 77 |
| | 3,442 |
| | 6,749 |
|
| Operating income (loss) before income taxes | $ | 113,481 |
| | $ | 14,882 |
| | $ | (50,505 | ) | | $ | 77,858 |
|
| 2015 | | | | | | | |
| Revenues | $ | 273,502 |
| | $ | 18,874 |
| | $ | — |
| | $ | 292,376 |
|
| Costs & expenses | 168,166 |
| | 5,432 |
| | 43,098 |
| | 216,696 |
|
| Depreciation & amortization | 4,649 |
| | 47 |
| | 3,689 |
| | 8,385 |
|
| Operating income (loss) before income taxes | $ | 100,687 |
| | $ | 13,395 |
| | $ | (46,787 | ) | | $ | 67,295 |
|
The following table identifies each type of service, customer and portal partner that accounted for 10% or moreform of the Company’s total consolidateddirector compensation. The Committee also administers the Company’s 2014 Amended and Restated Stock Compensation Plan (the “2014 Stock Compensation Plan”) and oversees the Company's Amended and Restated Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”). The Committee also administers the NIC Inc. Executive Incentive Plan. Finally, the Committee performs other duties related to compensation that the Board from time to time may assign. The Board of Directors has determined that all members of the Committee are independent as required by applicable laws and regulations, the listing standards of Nasdaq and NIC’s Governance Principles.
The Compensation Committee may delegate any of its responsibilities to sub-committees and may delegate day-to-day administration of incentive and employee benefit plans to appropriate Company personnel. In addition, upon occasion, matters have been escalated from the Compensation Committee to the full Board of Directors for action when permitted under applicable SEC and Nasdaq rules and regulations. The executive officers receive assignments from the Compensation Committee, for example, researching compensation levels for employees, executives or directors at companies in comparable industries or of comparable size in terms of number of employees, annual revenues or market capitalization. The Compensation Committee also tasks the executive team with the first, and subsequent, drafts of the executive compensation plan each year and with drafting revisions based upon Committee guidance.
The Compensation Committee has reviewed, with management, the design and operation of the Company’s compensation arrangements, including the performance objectives and target levels used in connection with incentive awards and maximum caps on performance-based pay for the years ended December 31:
|
| | | | | | | | |
| | Percentage of Total Consolidated Revenues |
| | 2017 | | 2016 | | 2015 |
| Type of Service | | | | | |
| Motor Vehicle Driver History Record Retrieval | 31 | % | | 33 | % | | 35 | % |
| | | | | | |
| Motor Vehicle Registrations | 14 | % | | 14 | % | | 13 | % |
| | | | | | |
| Customer | | | | | |
| LexisNexis Risk Solutions | 19 | % | | 22 | % | | 23 | % |
| (Resells motor vehicle driver history records to the insurance industry) | | | | | |
| | | | | | |
| Portal Partner | | | | | |
| Texas | 20 | % | | 20 | % | | 21 | % |
12. UNAUDITED QUARTERLY OPERATING RESULTS
The unaudited quarterly information below is subject to seasonal fluctuations resulting in lower portal revenues in the fourth quarter of each calendar year due to the lower number of business days in the quarter and a lower volume of business-to-government and citizen-to-government transactions during the holiday periods.
|
| | | | | | | | | | | | | | | |
| |
| | For the Year Ended December 31, 2017 |
(in thousands, except per share amount)
| First Quarter | | Second Quarter | | Third Quarter | | Fourth Quarter |
| Revenues: | | | | | | | |
| Portal revenues | $ | 77,198 |
| | $ | 79,374 |
| | $ | 76,434 |
| | $ | 78,345 |
|
| Software & services revenues | 5,979 |
| | 5,952 |
| | 8,099 |
| | 5,127 |
|
| Total revenues | 83,177 |
| | 85,326 |
| | 84,533 |
| | 83,472 |
|
| Operating expenses: | | | | | | | |
| Cost of portal revenues, exclusive of depreciation & amortization | 47,032 |
| | 49,009 |
| | 47,377 |
| | 48,154 |
|
| Cost of software & services revenues, exclusive of depreciation & amortization | 1,763 |
| | 1,779 |
| | 3,169 |
| | 2,179 |
|
| Selling & administrative | 11,660 |
| | 13,131 |
| | 12,091 |
| | 13,898 |
|
| Depreciation & amortization | 1,613 |
| | 1,688 |
| | 1,810 |
| | 1,818 |
|
| Total operating expenses | 62,068 |
| | 65,607 |
| | 64,447 |
| | 66,049 |
|
| Operating income before income taxes | 21,109 |
| | 19,719 |
| | 20,086 |
| | 17,423 |
|
| Income tax provision | 7,124 |
| | 6,950 |
| | 6,066 |
| | 6,583 |
|
| Net income | $ | 13,985 |
| | $ | 12,769 |
| | $ | 14,020 |
| | $ | 10,840 |
|
| | | | | | | | |
| Basic net income per share | $ | 0.21 |
| | $ | 0.19 |
| | $ | 0.21 |
| | $ | 0.16 |
|
| Diluted net income per share | $ | 0.21 |
| | $ | 0.19 |
| | $ | 0.21 |
| | $ | 0.16 |
|
| | | | | | | | |
| Weighted average shares outstanding: | | | | | | | |
| Basic | 66,046 |
| | 66,248 |
| | 66,267 |
| | 66,270 |
|
| Diluted | 66,046 |
| | 66,248 |
| | 66,267 |
| | 66,334 |
|
|
| | | | | | | | | | | | | | | |
| |
| | For the Year Ended December 31, 2016 |
| (in thousands, except per share amount) | First Quarter | | Second Quarter | | Third Quarter | | Fourth Quarter |
| Revenues: | | | | | | | |
| Portal revenues | $ | 73,197 |
| | $ | 75,513 |
| | $ | 74,997 |
| | $ | 73,291 |
|
| Software & services revenues | 5,193 |
| | 5,297 |
| | 5,376 |
| | 5,051 |
|
| Total revenues | 78,390 |
| | 80,810 |
| | 80,373 |
| | 78,342 |
|
| Operating expenses: | | | | | | | |
| Cost of portal revenues, exclusive of depreciation & amortization | 43,615 |
| | 46,123 |
| | 45,140 |
| | 45,409 |
|
| Cost of software & services revenues, exclusive of depreciation & amortization | 1,413 |
| | 1,445 |
| | 1,495 |
| | 1,605 |
|
| Selling & administrative | 11,342 |
| | 11,165 |
| | 11,676 |
| | 12,880 |
|
| Depreciation & amortization | 1,664 |
| | 1,736 |
| | 1,674 |
| | 1,675 |
|
| Total operating expenses | 58,034 |
| | 60,469 |
| | 59,985 |
| | 61,569 |
|
| Operating income before income taxes | 20,356 |
| | 20,341 |
| | 20,388 |
| | 16,773 |
|
Income tax provision (1) (2) | 7,462 |
| | 7,280 |
| | 4,153 |
| | 3,130 |
|
| Net income | $ | 12,894 |
| | $ | 13,061 |
| | $ | 16,235 |
| | $ | 13,643 |
|
| | | | | | | | |
| Basic net income per share | $ | 0.19 |
| | $ | 0.20 |
| | $ | 0.24 |
| | $ | 0.20 |
|
| Diluted net income per share | $ | 0.19 |
| | $ | 0.20 |
| | $ | 0.24 |
| | $ | 0.20 |
|
| | | | | | | | |
| Weighted average shares outstanding: | | | | | | | |
| Basic | 65,739 |
| | 65,953 |
| | 65,978 |
| | 65,981 |
|
| Diluted | 65,739 |
| | 65,967 |
| | 66,005 |
| | 66,041 |
|
| |
(1) | The Company’s lower effective tax rate in the third quarter of 2016 (20%) was primarily attributable to favorable benefits related to the domestic production activities deduction and federal research and development credit, which increased basic and diluted earnings per share by approximately $0.05 during the quarter. (See Note 9) |
| |
(2) | The Company’s lower effective tax rate in the fourth quarter of 2016 (19%) was primarily attributable to the Company amending its 2014 and 2013 federal income tax returns to recognize favorable benefits related to the domestic production activities deduction, which increased basic and diluted earnings per share by approximately $0.03 during the quarter. (See Note 9) |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures – The Company maintains disclosure controls and proceduresExecutive Leadership Team (as defined in Rules 13a-15(e)Item 11 of this report), and 15d-15(e) promulgated underhas evaluated the Exchange Act) that are designed to ensure that material information required to be disclosed in its filings underrelationship between the Exchange Act is recorded, processed, summarizedCompany’s risk management and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of such date.
Management’s Report on Internal Control Over Financial Reporting – Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued in 2013 by thethese arrangements. The Compensation Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control – Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2017.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, orbelieves that the degree of compliance withCompany’s compensation policies and practices do not encourage unnecessary or excessive risk taking and that any risks arising from the Company’s compensation policies or procedures may deteriorate.
Ernst & Young LLP, Independent Registered Public Accounting Firm, has audited the Company's consolidated financial statements and has issued an attestation report on the effectiveness of the Company's internal control over financial reporting, which is included in Item 8.
Changes in Internal Control over Financial Reporting – As of the end of the period covered by this report, our management, including our principal executive officer and principal financial officer, concluded that there have been no changes in our internal control over financial reporting that occurred during our fourth fiscal quarter of 2017, that have materially affected, orpractices for its employees are not reasonably likely to materially affect, our internal control over financial reporting.have a material adverse effect on the Company.
The Committee has the authority to retain, approve fees for and terminate advisors, consultants and legal counsel as it deems necessary to assist in the fulfillment of its responsibilities. Prior to engaging any such advisor, consultant or legal counsel, the Compensation Committee conducts an independence assessment of such advisor pursuant to applicable Nasdaq and SEC rules, but the Compensation Committee retains discretion to engage any such advisor, without regard to its independence, after considering the findings in such assessment. The Compensation Committee also reviews and discusses with the appropriate officers of the Company any disclosures required under applicable SEC rules regarding conflicts of interest with respect to such advisors. ITEM 9B. OTHER INFORMATION
None.
As further discussed in the CD&A section of this report, the Compensation Committee, with the assistance of the executive team, has engaged Semler Brossy Consulting Group, LLC (“SBCG”) from time to time, including most recently in November 2020 to assess the Company's non-employee director compensation structure and in November 2019 to assess the Company’s management compensation structure, including executive compensation, for future periods
and to perform peer review analysis among other public companies engaged in the information technology services industries with similar annual revenues, number of employees, market capitalization and other financial metrics. As required under applicable SEC rules, the Company reviewed the relationships among SBCG and the Company’s directors and executive officers in order to assess whether the work performed by SBCG raised any conflicts of interest. The Company did not identify any such conflicts of interest in its inquiry of these parties as a part of this assessment.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information under “Election of Directors,” “Executive Officers,” “Section 16(a) Beneficial Ownership Reporting Compliance” and “Structure and Practices of the Board of Directors – Corporate Governance Principles and Best Practices and Code of Business Conduct and Ethics – Committees of the Board, – Nomination of Directors and – Involvement in Certain Legal Proceedings” set forth in the Company’s definitive proxy statement related to its 2018 annual meeting of stockholders (the “Proxy Statement”), which will be filed with the SEC not later than 120 days after the end of the Company’s fiscal year pursuant to Regulation 14A, is incorporated herein by reference.
The Company has adopted a Code of Business Conduct and Ethics, which applies to all employees, directors and officers, including the Chief Executive Officer and the Chief Financial Officer. The Code of Business Conduct and Ethics is available on the Company’s website at http://www.egov.com/investor-relations/code-of-business-conduct-and-ethics.ir.egov.com/corporate-governance/governance-documents. The Company intends to disclose any changes in or waivers from its Code of Business Conduct and Ethics by posting such information on its website or by filing a Form 8-K with the SEC, as required.
DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires the Company's directors and certain officers to file initial reports of ownership and reports of changes in ownership of our securities with the SEC. Based solely on our review of such reports and written representations provided to the Company, the Company believes that all required filings in 2020 were made in a timely fashion, except for two reports on Form 4 that were filed on January 31, 2020, by Doug Rogers, Senior Vice President of Strategic Initiatives, and by William Van Asselt, the Company’s General Counsel, that each reported one transaction (i.e., the grant of restricted stock awards) that had inadvertently been omitted from their respective Form 4s filed on January 30, 2020.
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
Introduction
This Compensation Discussion and Analysis (this "CD&A") provides information about the compensation for the following named executive officers “NEOs” in 2020, including an analysis of the overall objectives of the compensation program and each element of compensation provided. For 2020, the NEOs were:
| | | | | |
| Name | Title |
| Harry H. Herington | Chairman of the Board and Chief Executive Officer (“CEO”) |
| Stephen M. Kovzan | Chief Financial Officer (“CFO”) |
| Jayne Friedland Holland | Chief Security Officer (“CSO”) |
| Doug Rogers | Senior Vice President of Strategic Initiatives |
| Elizabeth M. Proudfit | Senior Vice President of Strategic Solutions |
Mr. Herington, in his role as CEO, has formally designated an Executive Leadership Team, comprised of the Company’s most experienced senior executives having the most knowledge about the Company and its operations. The Executive Leadership Team provides advice and counsel to Mr. Herington on a regular basis and assists in formulating strategy and tactics for furthering the Company’s business. Executive Leadership Team members for the full year of 2020 were Messrs. Herington and Kovzan and Ms. Holland.
Mr. Herington has also formally designated a Senior Leadership Group to provide a forum for discussing risks and opportunities identified by the various NIC divisions that might affect the growth and stability of the Company. The Senior Leadership Group is comprised of the Executive Leadership Team, as well as the heads of each Corporate department and all vice president level employees Company-wide. Mr. Herington regularly consults with this broader group of senior management.
Philosophy and Objectives
The philosophy underlying the Company's executive compensation program is to link total compensation with both short- and long-term Company performance and increase stockholder value through profitable growth and the execution of specific strategies. Superior performance by our executive team is essential to these goals, so we have structured our executive pay programs to attract and retain talented, highly qualified executives, to reward performance through incentive compensation and to align the interests of executives and stockholders through longer-term equity-based compensation. The Company’s Compensation Committee (referred to in this CD&A as the “Committee”) has adopted a straightforward approach to executive compensation, whereby material components of pay are tied to elements of the Company’s financial performance. The Committee structures its compensation programs to align executive and stockholder interests, by fostering a team-based environment that recognizes the Company’s entrepreneurial history and strong record of financial performance.
The Committee considers input from our CEO and CFO regarding the responsibilities and accomplishments of individual executive officers, and recommendations regarding salary, bonus, equity compensation, performance goals and overall compensation levels for executive officers. Our CEO, CFO and other executive officers attended portions of Committee meetings throughout the year in order to provide information and help explain data relating to matters considered by the Committee. Executive officers, however, were not present during deliberations or determination of their respective compensation or during executive sessions. All decisions regarding the compensation of executive officers ultimately were made solely by the Committee, which considered these recommendations and exercised its discretion to modify certain recommended adjustments or awards based on a number of factors considered by the Committee.
The Committee has the authority to retain outside consultants or advisors as it deems necessary to provide desired expertise and counsel. The Committee retains a compensation consultant from time to time to provide updated information and analysis to the Committee. The Committee has periodically engaged the services of Semler Brossy Consulting Group (“SBCG”) as its compensation consultant. SBCG reports directly and exclusively to the Committee and provides advice regarding current and emerging best practices about executive compensation.
Also, the Committee considers carefully the views and input of stockholders, including previous “say on pay” results, when determining executive pay. At the 2020 annual meeting of stockholders, stockholders voted strongly in favor of the Company’s approach to executive compensation – 97% of the votes cast on the advisory ‘say on pay’ resolution were voted in favor of the resolution. The Committee believes this affirms that our stockholders generally support the Company's approach to executive compensation. Accordingly, the Committee has taken no specific actions to modify our executive compensation program as a direct result of these non-binding, advisory votes but, rather, has continued to oversee the program in accordance with its best judgment and stated governing principles.
2020 Executive Compensation Study
After four years of the Company operating under “Executivethe previous compensation program for the Executive Leadership Team, the Committee again engaged SBCG in November 2019 to update its assessment of the Company's compensation program. The purpose of the study was to assist the Committee in making compensation determinations for 2020. Specifically, the Committee asked SBCG to review and recommend updates to the peer group, if necessary, used to benchmark executive compensation levels and to perform a competitive assessment of target pay opportunities for the Executive Leadership Team against the peer group and broader market survey data.
Peer Group. The peer group approved by the Committee pursuant to the 2016 SBCG study consisted of 18 companies in similar businesses and of comparable size to NIC at the time. Since the 2016 study, four of the 18 peer group companies have been acquired or taken private and three others were no longer deemed comparable because of their scale, financial condition or growth trajectory, reducing to 11 the number of viable peers. The four companies that were acquired or taken private were DealerTrack Holdings Inc. (TRAK), EPIQ Systems Inc. (EPIQ), Higher One Holdings, Inc. (ONE) and XO Group Inc. (XOXO), and the three companies that were removed due to material shifts in scale, financial condition or growth trajectory were CoStar Group Inc. (CSGP), DHI Group, Inc. (DHX) and Liquidity Services (LQDT).
To offset the loss of these seven companies, SBCG screened the broader market using several filters for additional peers and identified seven companies for possible inclusion with comparable size and similar business model, with scale and business focus similar to NIC, though not necessarily direct competitors. The resulting 18 members of the new peer group were as follows:
| | | | | |
| ACI Worldwide, Inc. (ACIW) | OneSpan Inc. (OSPN) |
| Blackbaud Inc. (BLKB) | Perficient Inc. (PRFT) |
| Bottomline Technologies, Inc. (EPAY) | QAD Inc. (QADA)* |
| Carbonite, Inc. (CARB)* | Qualys, Inc. (QLYS)* |
| Ebix, Inc.(EBIX) | SailPoint Technologies (SAIL)* |
| Five9 Inc. (FIVN)* | SPS Commerce, Inc. (SPSC)* |
| j2 Global, Inc. (JCOM) | Stamps.com, Inc. (STMP) |
| LivePerson Inc. (LPSN) | Tyler Technologies Inc. (TYL) |
| LogMeIn, Inc. (LOGM) | Verra Mobility Corporation (VRRM)* |
* New members of the peer group added in SBCG's 2020 study. Since the study Carbonite, Inc. was taken private.
Market Survey Data. SBCG’s 2020 study indicated that total pay opportunities (cash, annual cash incentive and long-term equity incentives) for the three members of the Executive Leadership Team were well below the competitive range compared to market (based on the 18-member peer group), with the largest shortcoming attributable to long-term, equity-based incentives. SBCG looked to the 25th and 50th percentiles of market as key competitive boundaries for NIC, with target competitive levels between the 25th and 50th percentiles. To this end, SBCG’s study indicated that NIC’s annual revenues and market value were modestly lower than the peer group median, with other measures, such as profitability and revenue per employee, well above peer group median, and total assets and employee count well below peer group medians. Specifically, the study indicated that:
•Base salaries were generally at the 50th percentile of market for the Chief Executive Officer, below the 25th percentile of market for the Chief Financial Officer and above 50th percentile of market for the Chief Security Officer;
•Target total annual cash (i.e., base salary and annual cash incentive) was at median for the Chief Executive Officer, below the 25th percentile of market for the Chief Financial Officer and above the 50th percentile of market for the Chief Security Officer; and
•Target total annual compensation, inclusive of long-term, equity-based incentives, was well below the 25th percentile for all members of the Executive Leadership Team.
In terms of mix of pay between cash and equity, SBCG’s study indicated that long-term equity incentive opportunities were comparatively light in the overall mix of pay relative to competitive practice. The Committee considered and adopted SBCG's recommendation to use long-term equity incentives as the most natural lever to ensure the overall competitiveness of the Company’s executive compensation program going forward, and in doing so, linking incremental pay to longer-term Company performance and stockholder value creation.
Summary of Changes to Executive Compensation for 2020. On February 20, 2020, the Committee approved executive compensation for 2020, taking into account SBCG’s and management's recommendations. The Committee approved increases to target total compensation opportunities for the Executive Leadership Team to more closely align with the competitive range of market (between the 25th and 50th percentile levels of market) over a three-year period beginning in fiscal year 2020, in lieu of closing the gap to approximately the 25th percentile of market in one fiscal year. There were no changes to the basic structure of the executive compensation program consisting of base salary, an annual cash incentive, and a two-pronged, long-term equity-based incentive that includes annual restricted stock grants with (i) a service-based component and (ii) a Company performance-based component.
The increase for each of the three members of the Executive Leadership Team for fiscal year 2020 comprised approximately 40% of the difference needed to reach approximately the 25th percentile of market, driven in part by momentum from strong fiscal year 2019 performance and the intention to close a significant portion of the wide gap to market with more immediate action. The Committee intends to consider smaller increases in fiscal year 2021 and fiscal year 2022. The Committee made these changes after considering all of the factors from the market data survey and that the Executive Leadership Team’s pay levels have not materially increased during the four years since 2016. Specifically, the Committee approved the following pay increases for each of the three members of the Executive Leadership Team.
•CEO (Mr. Herington): a 12% increase in annual base salary, a 23% increase in target cash incentive opportunity, and a 31% increase in total target long-term equity incentives – collectively, a 25% increase in target annual total pay, placing Mr. Herington’s target annual pay opportunities below the 25th percentile of market.
•CFO (Mr. Kovzan): an 11% increase in annual base salary, a 28% increase in target annual cash incentive opportunity, and a 62% increase in total target long-term equity incentives – collectively, a 39% increase in target annual total pay, placing Mr. Kovzan’s target annual pay opportunities below the 25th percentile of market, making Mr. Kovzan the second highest paid member of the Executive Leadership Team.
•CSO (Ms. Holland): a 6% increase in annual base salary, a 25% increase in target annual cash incentive opportunity, and a 53% increase in total target long-term equity incentives – collectively, a 31% increase in target annual total pay, placing Ms. Holland’s target annual total pay below the 25th percentile of market, making Ms. Holland the third highest paid member of the Executive Leadership Team.
SBCG and the Committee both acknowledged the larger step-up in pay levels and determined the pay levels to be reasonable and appropriate for NIC.
Components of Our Executive Compensation Program
The Committee has maintained a very consistent approach and structure for compensation of the specified members of the Executive Leadership Team since 2008, with modest adjustments from year to year, determined by the Committee, to maintain strong alignment with our business objectives and organizational context. The primary components of our executive compensation program are as follows:
| | | | | | | | | | | | | | |
| Type | | Component | | Objective |
| Base Salary | | Fixed portion of compensation; reviewed annually. | | Provide competitive pay reflective of an executive’s role, responsibilities, tenure and individual performance in order to attract and retain top talent. |
| Short-Term Incentive | | Annual cash incentive; performance-based cash opportunity; amount varies based on company performance. | | Drive achievement of annual corporate goals. |
| Long-Term Incentive | | Service-based and performance-based restricted stock awards, subject to time-based vesting requirements and certain performance-conditions. | | Promote achievement of long-term corporate goals through operating performance objectives over a three-year period, encourage ownership stake, and promote retention.
|
The Executive Compensation Program for Messrs. Herington and Kovzan and Ms. Holland
Base salary.The Committee annually reviews Executive Leadership Team base salaries, and annual salary increases are not automatic or guaranteed. When considering any adjustments, the Committee considers the most recent SBCG study, market data, job responsibilities, tenure and individual performance. In 2020, based upon the factors described above, the Committee increased base salaries for each of the members of the Executive Leadership Team as follows: for the CEO to $560,000 from $500,000; for the CFO to $360,000 from $325,000; and for the CSO to $345,000 from $325,000. Base salaries paid to the Executive Leadership Team in 2020 are presented in the 2020 Summary Compensation Table of this report.
Annual cash incentive. The 2020 annual cash incentive was granted under the Management Annual Incentive Plan for Senior Executives, or (“MAIPSE”). The MAIPSE establishes the criteria for awards based upon attainment of Company financial goals that will be used to determine actual award amounts. The Committee has discretion to vary the actual awards to take into consideration the particular events of the year in determining its final award for each executive officer.
The 2020 MAIPSE measured annual Company performance using the following key financial metrics as performance criteria (dollar amounts in millions):
| | | | | | | | | | | | | | |
| | Performance Levels | |
| Performance Criteria | Threshold | Target | Superior | Weighting |
| Operating income | $62.6 | $69.5 | $76.5 | 50% |
| Total revenues | $372.4 | $392.0 | $411.6 | 50% |
For 2020, the Committee retained “target” performance levels for the Company for operating income and total revenues based upon the Company’s 2020 annual budget approved by the Board of Directors. Threshold levels were set at 90% of the target level for operating income and 95% of the target level for total revenues. Superior levels were set at 110% of the target level for operating income and 105% of the target level for total revenues. Management and the Committee believe that these metrics drive stockholder value in the near term and comprise a strong pay-for-performance relationship. The definitions of operating income and total revenues are consistent with those terms defined in generally accepted accounting principles and may be derived directly from the face of the consolidated statements of income included in the Company’s Annual Report on Form 10-K for the applicable annual period. For 2020, the Committee changed the relative weightings given to the performance criteria from 60% for operating income and 40% for total revenues as used in the prior year to 50% for operating income and 50% for total revenues to provide a balanced weighting between the two criteria.
Performance of the Company at the target level is intended to result in an annual cash incentive at a specified percentage of the executive’s base salary. The Committee also determined a range of possible cash incentives above and below target performance for achieving “threshold” and “superior” performance. For amounts between the threshold and target levels or between the target and superior levels, straight line interpolation is to be used. No payments are to be awarded under the plan with respect to a performance criterion if threshold performance with respect to that criterion is not achieved, and no additional payments are to be awarded for performance in excess of the superior level. Threshold performance for incentive awards under each performance criterion was 0.5 times target in 2020 and for superior performance each criterion was 2 times target. The maximum total incentive payout for the two performance criteria when combined was capped at 1.67 times target, consistent with prior years.
Pursuant to the terms of the MAIPSE, the Committee shall have the option to evaluate actual Company performance against (i) target expectations and (ii) broader market performance and/or the performance of the Company’s peer group used for executive compensation benchmarking, and consider adjustments to the annual cash incentive, if appropriate. For example, in periods where the Company achieves target performance and outperforms the market, the Committee may determine it appropriate to pay more than if the Company were to achieve Target performance but underperform the market. The intent of this approach is to provide the Committee the option to adjust the annual cash incentive upward or downward with primary consideration to absolute performance against target and secondary consideration to performance against market. The Committee may adjust the annual cash incentive component
downward by up to 20% with respect to any award and may adjust the annual cash incentive component upward by up to 20%.
For 2020, taking into account the current mix of compensation and other factors described above, the Committee increased the percentage levels of base salary for determining potential payouts to be awarded to the members of the Executive Leadership Team. The Committee approved changes that increase the target percentage levels for the CEO by 10%, the CFO by 15% and the CSO by 18%. For the previous year, the percentage levels of base salary at threshold, target and superior were: for the CEO 50%, 100% and 167%; for the CFO 32.5%, 65% and 108.6%; and for the CSO 27.5%, 55% and 91.9%. The percentage levels approved by the Committee for 2020 were as follows:
| | | | | | | | | | | | | | |
| Name | Base Salary | Threshold Cash Incentive as a % of Base Salary | Target Cash Incentive as a % of Base Salary | Superior Cash Incentive as a % of Base Salary |
| Harry H. Herington | $560,000 | 55% | 110% | 183.7% |
| Stephen M. Kovzan | $360,000 | 37.5% | 75% | 125.3% |
| Jayne Friedland Holland | $345,000 | 32.5% | 65% | 108.5% |
For 2020, the Company achieved total operating income of $87.5 million and total revenues of $406.5 million, which resulted in annual cash incentive payments at the superior pay levels. However, the Committee exercised its discretion under the MAIPSE to upward adjust the annual cash incentive awards, given the Company’s remarkable financial performance during the global pandemic, to 200% of target in aggregate, equating to a 19.8% upward adjustment of the capped annual cash incentive noted above. Amounts paid in excess of the 1.67 times target cap under the MAIPSE are discretionary, and thus have been classified as a bonus in the 2020 Summary Compensation Table of this report. The following cash incentives were paid in early 2021:
| | | | | | | | | | | | | | |
| Name | 2020 Annual Cash Incentive | 2020 Discretionary Bonus | Total Cash Incentive Paid | 2020 Annual Cash Incentive As a % of Base Salary |
| Harry H. Herington | $1,028,720 | $203,280 | $1,232,000 | 220.0% |
| Stephen M. Kovzan | $450,900 | $89,100 | $540,000 | 150.0% |
| Jayne Friedland Holland | $374,498 | $74,003 | $448,501 | 130.0% |
Long-term, equity-based incentives. As determined by the Committee, the Company’s long-term, equity-based incentives for the specified members of the Executive Leadership Team included in the executive compensation program provides for annual restricted stock grants with a service-based component and a Company performance component to compensate executives with regard to the Company’s long-term growth objectives.
Service-Based Component
Service-based restricted stock awards vest ratably over a four-year service period following the date of grant. There is no performance component tied to the service-based award. The members of the Executive Leadership Team are entitled to non-forfeitable cash dividends on shares of unvested service-based restricted stock in the same amount and at the same time as dividends are paid to other holders of the Company’s common stock. The Company believes that restricted shares further the alignment of executive interests with those of stockholders, foster share ownership and wealth creation and provide significant retention value. Further, restricted shares provide a degree of certainty in an otherwise performance-based equity portfolio.
For 2020, taking into account the current mix of compensation and other factors described above, the Committee increased the 2020 annual amount of service-based restricted stock to be awarded to the members of the Executive Leadership Team. For the previous year, the annual amount, as a percentage of base salary, was as follows: CEO (150%), CFO (75%), and CSO (75%). For 2020, the Committee approved the following percentages of base salary: CEO (175%), CFO (110%), and CSO (90%). The amounts of service-based restricted stock awarded to each specified
member of the Executive Leadership Team were consistent with the recommendations of management. The differences in percentage of base salary for each specified member of the Executive Leadership Team reflect differences in the scope of duties and responsibilities and, in part, the “gap to market” for total long-term equity incentive compensation determined in the 2020 SBCG study.
On February 20, 2020, the Committee granted the specified members of the Executive Leadership Team the following awards of service-based restricted stock for 2020 based upon the above percentages of base salary (the closing market price of the Company’s common stock on February 20, 2020 was $20.55 per share):
| | | | | |
| Name | Service-Based Restricted Shares |
| Harry H. Herington | 47,688 shares |
| Stephen M. Kovzan | 19,270 shares |
| Jayne Friedland Holland | 15,109 shares |
Performance-Based Component
The performance-based equity incentive provides for annual grants of restricted stock tied to three-year performance periods. A new three-year period is intended to begin each year. At the end of each three-year period, the members of the Executive Leadership Team receive a number of shares per a pre-defined schedule of threshold, target and superior Company performance. Each level of performance is associated with a pre-defined payout, expressed as a percentage of base salary.
Pursuant to the terms of the performance-based equity grant agreements, the members of the Executive Leadership Team can earn dividend equivalent shares for any cash dividends declared by the Company during the performance period and before any shares are paid under the agreement.
The 2020 performance component measures long-term Company performance using the following performance criteria:
| | | | | | | | | | | | | | |
| | Performance Levels | |
| Performance Criteria | Threshold | Target | Superior | Weighting |
| Operating income growth (three-year compound annual growth rate (“CAGR”)) | 5% | 10% | 15% | 50% |
Total revenue growth (three-year CAGR)
| 5% | 10% | 15% | 50% |
All elements of the performance criteria definitions are derived directly from the Company’s audited consolidated financial statements.
Performance levels in the table above were recommended by management and approved by the Committee based on the Company’s past and expected future performance and were unchanged from the levels used for the 2019 grants. The target performance level for operating income growth (10%) was higher than the Company’s performance for the three-year periods ended December 31, 2019 (-7%) and 2018 (4%). The target performance level for total revenue growth (10%) was higher than the Company’s performance for the three-year periods ended December 31, 2019 (4%) and 2018 (6%).
Performance of the Company at threshold, target or superior levels is intended to result in a share-based incentive at a specified percentage of the executive’s base salary. For each performance measure, no shares are awarded if threshold performance is not achieved, and no additional shares are awarded for performance in excess of the superior level. For amounts between the threshold and target levels or between the target and superior levels, straight line interpolation, rounded up to the next whole share, will be used to determine the portion of the award that becomes vested. For 2020, taking into account the current mix of compensation and other factors described above, the Committee increased the percentage levels of base salary for determining potential payouts to be awarded to the members of the
Executive Leadership Team. The Committee approved changes that increase the percentage levels for the CEO by 17%, the CFO by 47% and the CSO by 80%. For the previous year, the percentage levels of base salary at threshold, target and superior were as follows: for the CEO 75%, 150% and 250%; for the CFO 37.5%, 75% and 125%; and for the CSO 25%, 50% and 83.5%. The 2020 percentage levels approved by the Committee for Executive Leadership Team members were as follows:
| | | | | | | | | | | | | | |
| Name | Base Salary | Threshold Equity Incentive as a % of Base Salary | Target Equity Incentive as a % of Base Salary | Superior Equity Incentive as a % of Base Salary |
| Harry H. Herington | $560,000 | 87.5% | 175% | 292.3% |
| Stephen M. Kovzan | $360,000 | 55% | 110% | 183.7% |
| Jayne Friedland Holland | $345,000 | 45% | 90% | 150.3% |
Threshold performance for incentive awards under each performance criterion remained at 0.5 times target in 2020, and for superior performance each criterion remained at 2 times target. However, the maximum total incentive payout for all three performance criteria when combined was capped at 1.67 times target, consistent with prior years. These levels were consistent with the levels approved by the Committee for the annual cash incentive, as further discussed above.
2020 Performance-based Grants - On February 20, 2020, the Committee granted the specified members of the Executive Leadership Team the following awards of performance-based restricted stock for 2020 pursuant to the terms of the long-term equity incentive (the closing market price of the Company’s common stock on February 20, 2020 was $20.55 per share):
| | | | | |
| Name | Performance-Based Restricted Shares Granted (1) |
| Harry H. Herington | 79,639 shares |
| Stephen M. Kovzan | 32,181 shares |
| Jayne Friedland Holland | 25,232 shares |
(1)Represents the maximum number of performance-based restricted shares able to be earned at the end of the three-year performance period ending December 31, 2022 pursuant to the terms of the long-term equity incentive plan. The actual number of shares earned will be based on the Company’s actual performance over the three-year period ending December 31, 2022. No shares will vest if threshold performance is not achieved, and no additional shares will vest for performance in excess of the superior level.
Pursuant to the terms of the 2020 performance-based equity grant agreement, at the end of the three-year performance period, each specified member of the Executive Leadership Team may receive an additional number of shares (“Dividend Shares”) determined as follows: (1) as of each date (the “Dividend Payment Date”) that the Company would otherwise pay a declared cash dividend on the total number of shares set forth in the agreement, the Company credits a number of Dividend Shares to a notional account established for the benefit of each specified member of the Executive Leadership Team, and the number of Dividend Shares so credited is calculated by dividing the amount of such hypothetical cash dividend payment by the fair market value of the Company’s common stock on the Dividend Payment Date (rounded down to the nearest whole Dividend Share); and (2) on the date some or all of the shares are paid under the agreement, a pro rata number of notional Dividend Shares will be converted into an equivalent number of Dividend Shares earned and paid to each specified member of the Executive Leadership Team based upon the actual number of underlying shares vested during the performance period.
2020 Performance-based Payouts – The end of the 2020 fiscal year marked the completion of the three-year performance period for performance-based restricted stock awards granted in 2018. The following table sets forth performance levels for the performance criteria included in the long-term equity incentive grant made to the Executive Leadership Team in 2018 and actual results for the three-year period ended December 31, 2020:
| | | | | | | | | | | | | | | |
| | Performance Levels | Three-Year Actual Results | |
| Performance Criteria | Threshold | Target | Superior | |
| Operating income (three-year CAGR) | 5% | 10% | 15% | 3.7% | |
| Total revenue (three-year CAGR) | 5% | 10% | 15% | 11.0% | |
| Cash flow return on invested capital, excluding income taxes paid (three-year average) | 30% | 35% | 40% | 24.8% | |
Based on the Company's performance as indicated above over the three-year period ended December 31, 2020, the actual total shares earned by the Executive Leadership Team were as follows:
| | | | | | | | | | | |
| Name | Restricted Stock | Dividend Shares | Total |
| Harry H. Herington | 21,964 | 1,246 | 23,210 |
| Stephen M. Kovzan | 7,138 | 401 | 7,539 |
| Jayne Friedland Holland | 4,613 | 258 | 4,871 |
The Executive Compensation Program for Mr. Rogers and Ms. Proudfit
The compensation programs for Mr. Rogers and Ms. Proudfit differed from the Executive Leadership Team primarily because they did not participate in a performance-based equity incentive plan in 2020. The main components of the compensation programs for Mr. Rogers and Ms. Proudfit include base salary, a short-term annual incentive (i.e., annual cash bonus), and a long-term, service-based equity incentive, as described below. Mr. Rogers and Ms. Proudfit's compensation program also reflects their unique job responsibilities, for which they are eligible to receive performance-based sales commissions, as further discussed below.
Base salary. In2020, Ms. Proudfit’s annual base salary was set at $290,000 when she became an executive officer during 2020. The Committee increased Mr. Rogers' annual base salary by 3.2% in January 2020 to $290,000.
Annual cash incentive. Under the terms of the Profit Sharing and Incentive Programs for Mr. Rogers and Ms. Proudfit, the annual cash incentive award is based on a pre-established Company annual operating income goal, and the award amount is calculated as a percentage of the executive’s base salary, which was recommended by the CEO to, and approved in its sole discretion by, the Committee. The annual cash incentive target for Mr. Rogers and Ms. Proudfit was 25% of their base salary for fiscal 2020. If the pre-established Company annual operating income goal had not been achieved, no annual cash incentive would have been paid, unless otherwise provided. The Company paid the annual cash incentive of $72,500 to both Mr. Rogers and Ms. Proudfit in late 2020.
Long-term, service-based equity incentive. The long-term, equity-based incentive program is comprised of an annual service-based restricted stock grant, in the amount of a percentage of the executive's base salary, designed to strengthen long-term commitment to the success of the Company, to promote ownership in the Company, and to motivate the executive to make significant contributions to the Company that increase stockholder value. Under the terms of the Profit Sharing and Incentive Programs for Mr. Rogers and Ms. Proudfit, the annual amount of service-based restricted stock to be awarded was a percentage of annual base salary recommended by the CEO to, and approved in its sole discretion by, the Committee. In 2020, the long-term, equity-based incentive target was 35% of the executive's base salary on the grant date of the award for both Mr. Rogers and Ms. Proudfit. Service-based restricted stock awards vest ratably over a four-year service period following the date of grant. On January 20, 2021, the Committee granted to both Mr. Rogers and Ms. Proudfit 3,464 shares of service-based restricted stock for 2020 pursuant to the terms of the long-term equity incentive plan (the closing market price of the Company’s common stock on January 20, 2021 was $29.30 per share).
Ms. Proudfit was promoted to Vice President of Marketing & Communications on July 1, 2020. In connection with her promotion, Ms. Proudfit received a $100,000 award of restricted stock equaling 2,314 shares, which vest ratably over a four-year service period following the date of grant (the closing market price of the Company’s common stock on the July 16, 2020 grant date of the award was $21.60 per share).
Sales commissions. The Company pays sales commissions to fairly compensate employees who make significant contributions to secure new, profitable government contracts that advance the Company’s long-term growth. Mr. Rogers is eligible to receive sales commissions as the leader of the Company's national sales and business development efforts. Ms. Proudfit is eligible to receive sales commissions as the leader of the Company's marketing and communication efforts. Sales commission payments are discretionary and are based, in part, on the achievement of an annual quota for operating income from new government contracts awarded to the Company during the year.
In 2020, Mr. Rogers and Ms. Proudfit were paid sales commissions of $235,818 and $214,660, respectively. On October 15, 2020, the Committee granted Mr. Rogers an award of $50,000 of restricted stock totaling 2,341 shares, and Ms. Proudfit an award of $30,000 of restricted stock totaling 1,405 shares for sales commissions in 2020 (the closing market price of the Company's common stock on the October 15, 2020 grant date of the award was $21.35 per share). The restricted stock awards vest ratably over a four-year service period following the date of grant.
Executive Perquisites for 2020
Other components of executive compensation beyond base salary, annual cash incentives and long-term equity-based incentives include Company-paid executive life and disability insurance premiums for Messrs. Herington and Kovzan and Ms. Holland pursuant to the terms of their employment agreements. With respect to these perquisites, the Committee considered the cost of each perquisite and the total amount of compensation otherwise provided to each executive.
Stock Ownership Requirements for Executive Leadership Team Members and Non-Employee Directors
The Company has a stock ownership policy, which is administered by the Corporate Governance and Nominating Committee. Both the Board and management believe such a policy generally represents a progressive governance posture and can help underscore a principal objective of equity-based compensation by fostering alignment of Board and management interests with those of stockholders. The policy is based on a “multiple of” approach to stock ownership whereby ownership guidelines for the members of the Executive Leadership Team are based on a multiple of base salary and for non-employee directors are based on a multiple of annual cash retainer. The policy’s stock ownership requirements for each participant are as follows:
•Non-employee directors: four (4) times annual cash retainer
•CEO: six (6) times annual base salary
•The Company’s CFO and CSO: three (3) times annual base salary
NIC common stock that is vested and owned by the participant will count toward satisfaction of the policy’s requirements. Stock owned by the participant includes shares owned outright (i.e., held individually or as co-owner with a spouse) and shares beneficially owned but held in trust or in another entity for the benefit of the participant and his or her immediate family. Unvested equity awards do not count toward satisfaction of the policy’s requirements. During times that the minimum ownership requirement is not attained, the participant is required to retain at least 50% (or such other percentage as subsequently set by the Corporate Governance and Nominating Committee) of net shares of common stock delivered through the Company’s equity compensation plans. Net shares of common stock refer to those shares that remain after shares are forfeited, sold or netted to pay any withholding taxes with respect to the vesting of any restricted stock. The policy contains a hardship provision administered by the Corporate Governance and Nominating Committee.
All non-employee directors and members of the Executive Leadership Team subject to the stock ownership requirements described herein currently meet such requirements, except for Mr. James, who was recently appointed to
the Board of Directors in August 2020. Mr. James is within the grace period allowed under the policy to come into compliance with the policy.
Prohibition of Hedging in Company Stock
All employees and non-employee directors of the Company are prohibited from trading in options, such as puts or calls, and from trading in collars, forward sale contracts, equity swaps or similar hedging options on the Company’s stock, or selling the Company’s stock “short,” as described in the Company’s Trading and Disclosure of Non-Public Information Policy.
Employment Agreements with Named Executive Officers
On February 5, 2013, the Company entered into employment agreements with each of Messrs. Herington and Kovzan The employment agreements each have substantially the same terms, except with respect to job titles and responsibilities and the amount payable to each executive officer. Each of the employment agreements has a three-year term, and unless notice is provided at least six months prior to the end of the respective term, automatically renews for additional three-year terms. On May 5, 2015, the Company entered into an employment agreement with Ms. Holland, which included terms consistent with the employment agreements of the other executive officers, when she was promoted to the Executive Leadership Team.
On July 27, 2015, the Company entered into the first amendment to the employment agreements with each of Messrs. Herington and Kovzan and Ms. Holland. Each of the amendments is identical and makes the following changes to the employment agreements: (a) acknowledges the indemnification agreement previously entered into between the Company and the executive, clarifies that the executive shall be an officer covered by the indemnification agreement, and requires that such indemnification agreement be maintained throughout the period of the employment agreement; and (b) clarifies that any notice to the executive from the Company intending to terminate the executive’s employment for cause must include the facts and circumstances that are the basis for the termination.
On October 27, 2020, the Company entered into employment agreements with Mr. Rogers and Ms. Proudfit. The form of employment agreement is substantially similar to the Company's existing employment agreements with other senior executive officers, except that Mr. Rogers and Ms. Proudfit do not participate in a performance-based equity incentive plan.The agreement entitles Ms. Proudfit and Mr. Rogers to (i) participate, at a level commensurate with theirposition, in the Company's annual performance-based cash bonus plan and long-term incentive plan, (ii) paid vacation and (iii) other benefits that are available generally to Company employees. On January 20, 2021, the Company entered into amended and restated employment agreements with each of Mr. Rogers and Ms. Proudfit.The new agreements entitled each of them to a minimum annual base salary of $305,000 and to participate in a death and disability insurance program devised for the executive officers, in addition to the benefits described above under their prior employment agreements.
The Committee believes that the employment agreements include certain provisions that reflect strong corporate governance practices, as well as protect stockholders’ interests in the event of a change of control of NIC or certain accounting restatements. The employment agreements include a “double trigger” severance right under which an executive would only be entitled to severance payments in connection with a change of control if the executive terminates his/her employment for “Good Reason” or NIC terminates the executive without “Cause” (as each of those terms are defined in the agreement). The Committee believes this provision protects stockholders’ interests in the event of a change of control by, among other things, ensuring continuity of management following the transaction. The employment agreements also contain a clawback provision under which NIC may recoup incentive compensation paid to the executive in the event of an accounting restatement under certain circumstances. The provision is based upon the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and will apply following the SEC’s adoption of final rules regarding the same.
The employment agreements also provide additional protections to executives for certain compensation and benefits in the event of termination. The Company has also included termination provisions in the various plans and award agreements relating to incentive compensation in which the named executive officers participate, which provisions will apply to the extent not covered by the employment agreements, such as in the case of death, disability or retirement.
These provisions are described below under “Employment Agreements and Severance Payments.” The Committee believes these arrangements are reasonable and appropriate to retain and focus executives during periods of potential uncertainty.
The employment agreements also provide the executives with a contractual right to certain compensation and benefits consistent with NIC’s historical pay practices, such as rights to paid vacation and minimum target levels for incentive compensation based upon the executives’ base salaries. The Committee believes these additional rights are appropriate given NIC’s historical and anticipated future pay practices.
In addition, each named executive officer has entered into indemnification agreements with NIC, each in a form approved by the Company’s Board and previously disclosed by the Company. The Company has also entered into a form of the indemnification agreement with each of its directors. The Company’s Board has further authorized the Company to enter into the form of indemnification agreement with future directors and executive officers of the Company and other persons or categories of persons that may be designated from time to time by the Board. The indemnification agreement supplements and clarifies existing indemnification provisions of the Company’s Certificate of Incorporation and Bylaws and, in general, provides for indemnification to the fullest extent permitted by law, subject to the terms and conditions provided in the indemnification agreement. The indemnification agreement also establishes processes and procedures for indemnification claims, advancement of expenses and costs and other determinations with respect to indemnification.
For additional discussion of employment agreements with executive officers, refer to the discussion below set forth under “Employment Agreements and Severance Payments.”
Realized Equity Compensation
It is important to recognize the difference between the compensation reported in the Summary Compensation Table (“SCT”) included in this report for the Stock Awards column and compensation actually realized by our NEOs related to long-term equity awards. This supplemental information is important because a significant portion of equity compensation reported in the SCT is an incentive for future performance, which, with respect to the performance-based restricted stock awards, only provides an economic benefit if the applicable performance goals are achieved.
The Stock Awards column in the SCT includes the grant date fair value of equity awards granted to our NEOs. The value that may be potentially realized from these equity awards in the future may differ from the grant date fair value required to be reported in the SCT. The greatest drivers of differences in the reported and realized value for long-term equity awards include our stock price performance, the performance assumptions used on the grant date for performance-based grants and the vesting and dividend-equivalent shares earned based on the actual performance of the Company over the three-year performance periods of performance-based grants.
The pay of our CEO, as reported in the SCT, reflects the reported value of long-term equity awards at the grant date and not the value actually realized by him from these awards. Because a significant portion of the reported compensation of our CEO represents potential pay, we believe it is useful to supplement the information provided in the SCT by also looking at the pay that our CEO actually realized during the year.
The following table reports base salary, annual incentive earned, performance-based restricted stock awards vested in each respective year and the vesting of service-based restricted stock awards regardless of when they were granted:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name and
Principal Position | | Year | | Salary
($) | | Annual Cash Incentive ($) | | Long-term Equity Vesting
($) | | All Other
Compensation
(Including
Perquisites)
($) | | Total Realized Pay ($) |
| | | | | | | | | | | | |
| Harry H. Herington | | 2020 | | 552,500 | | | 1,232,000 | | | 888,543 | | | 164,199 | | | 2,837,242 | |
| CEO | | 2019 | | 500,000 | | | 796,560 | | | 1,324,636 | | | 137,850 | | | 2,759,046 | |
| | 2018 | | 500,000 | | | 835,000 | | | 480,031 | | | 134,544 | | | 1,949,575 | |
The table below shows compensation actually realized by our CEO as compared to the compensation reported in the SCT totals.
•Realized pay includes base salary, actual annual cash incentive earned in the applicable year and all other compensation, each as reported in the 2020 SCT of this report and the value of long-term equity awards vested in the applicable year.
•Reported pay includes base salary, actual annual cash incentive earned in the applicable year, the grant date fair value of long-term equity awards granted in the applicable year and all other compensation, each as reported in the 2020 SCT of this report.
The primary driver for the lower realized pay in 2020 relates to the performance-based restricted stock award granted to our CEO in 2017. This award was eligible to vest in early 2020 based on certain Company financial performance criteria over the three-year performance period ended on December 31, 2019. Based on the Company's actual performance during this performance period, the value realized from this equity award was zero, which is reflected in the "Long-term Equity Vesting ($)" column for 2020 in the table above.
COMPENSATION TABLES AND RELATED DISCLOSURE
The following Summary Compensation Table summarizes the compensation of our NEOs in accordance with SEC rules.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| SUMMARY COMPENSATION TABLE (1) |
Name and
Principal Position | | Year | | Salary
($) | | Bonus
($)(2) | | Stock Awards
($)(3) | | Non-Equity
Incentive Plan
Compensation
($)(4) | | All Other
Compensation
(Including
Perquisites)
($)(5) | | Total ($) |
| | | | | | | | | | | | | | |
| Harry H. Herington | | 2020 | | 552,500 | | | 203,280 | | | 2,020,996 | | | 1,028,720 | | | 164,199 | | | 3,969,695 | |
| Chairman, Chief | | 2019 | | 500,000 | | | — | | 985,744 | | | 796,560 | | | 137,850 | | | 2,420,154 | |
| Executive Officer | | 2018 | | 500,000 | | | — | | 875,268 | | | 835,000 | | | 134,544 | | | 2,344,812 | |
| | | | | | | | | | | | | | |
| Stephen M. Kovzan | | 2020 | | 355,625 | | | 89,100 | | | 816,653 | | | 450,900 | | | 67,990 | | | 1,780,268 | |
| Chief Financial Officer | | 2019 | | 325,000 | | | — | | 320,371 | | | 336,547 | | | 56,392 | | | 1,038,310 | |
| | | 2018 | | 325,000 | | | — | | 284,451 | | | 352,788 | | | 54,230 | | | 1,016,469 | |
| | | | | | | | | | | | | | |
| Jayne Friedland Holland | | 2020 | | 342,500 | | | 74,003 | | | 640,315 | | | 374,498 | | | 61,489 | | | 1,492,805 | |
| Chief Security Officer | | 2019 | | 322,046 | | | — | | 290,697 | | | 284,770 | | | 51,037 | | | 948,550 | |
| | | 2018 | | 315,000 | | | — | | 262,551 | | | 289,328 | | | 45,947 | | | 912,826 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| Doug Rogers | | 2020 | | 289,261 | | | 235,818 | | | 148,370 | | | 72,500 | | | 14,065 | | | 760,014 | |
| SVP, Strategic Initiatives | | 2019 | | 279,774 | | | 120,254 | | | 95,533 | | | 70,284 | | | 12,596 | | | 578,441 | |
| | | | | | — | | | | | | | | — | |
| | | | | | | | | | | | | | |
| Elizabeth M. Proudfit | | 2020 | | 276,644 | | | 214,660 | | | 172,125 | | | 72,500 | | | 14,816 | | | 750,745 | |
| SVP, Strategic Solutions | | | | | | | | | | | | | | |
(1)The “Option Awards” and “Change in Pension Value and Non-qualified Deferred Compensation Earnings” columns have been omitted from the Summary Compensation Table because the Company did not grant any stock option awards to the named executive officers in the years presented and does not provide a pension program or other non-qualified deferred compensation.
(2)Amounts reported in the Bonus column for Messrs. Herington and Kovzan and Ms. Holland reflect a discretionary bonus paid under the MAIPSE for fiscal year 2020 for performance in excess of the 1.67 times target cap as further discussed under the “Annual cash incentives” section of the CD&A in this report. Amounts reported in the Bonus column for Mr. Rogers and Ms. Proudfit represent amounts paid for sales commissions.
(3)Amounts reported in the Stock Awards column represent the aggregate grant date fair value of service-based restricted stock and performance-based restricted stock awards, computed in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown reflect the probable outcome of performance conditions that affect the vesting of awards granted to the named executive officers. For a discussion of valuation assumptions, see Note 12 in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC on February 25, 2021. If the performance-based restricted stock awards were valued at the maximum number of shares able to be earned by the NEO at the end of the three-year performance period pursuant to the terms of the long-term equity incentives, the amounts shown in the column would be:
| | | | | | | | | | | |
| Name | 2020 ($) | 2019 ($) | 2018 ($) |
| Herington | 2,616,570 | 1,999,987 | 1,999,995 |
| Kovzan | 1,057,318 | 650,008 | 649,997 |
| Holland | 829,008 | 499,276 | 499,269 |
(3)For 2020, for Messrs. Herington and Kovzan and Ms. Holland, amount consists of compensation earned in 2020, based on the Company’s fiscal 2020 financial performance, but paid in early 2021 under the Company’s MAIPSE. For Mr. Rogers and Ms. Proudfit, the amount in 2020 consists of compensation earned in 2020, based on the Company’s fiscal 2020 performance, and paid in 2020 under the terms of their Profit Sharing and Incentive Program. For additional information regarding the Company’s annual cash incentive plans, refer to the “Annual cash incentive” section of the CD&A in this report.
(4)All other compensation (including perquisites) for 2020 consists of the following:
| | | | | | | | | | | | | | | | | | |
| Name | Executive Life & Disability Insurance ($) | Cash Dividends Paid: Service-based Equity Awards ($)(A) | Dividend Equivalents: Performance-based Equity Awards ($)(B) | Employer 401(k Match ($) | | Total Other Compensation ($) |
| Herington | 25,060 | | 41,815 | | 87,574 | | 9,750 | | | 164,199 | |
| Kovzan | 12,563 | | 14,948 | | 30,729 | | 9,750 | | | 67,990 | |
| Holland | 17,380 | | 12,881 | | 21,478 | | 9,750 | | | 61,489 | |
| Rogers | — | | 4,315 | | — | | 9,750 | | | 14,065 | |
| Proudfit | — | | 5,066 | | — | | 9,750 | | | 14,816 | |
(A)This column reflects non-forfeitable cash dividends paid in connection with unvested shares subject to service-based restricted stock awards during the year.
(B)This column reflects dividend and dividend equivalents declared on shares subject to each outstanding performance-based restricted stock award during the year, based upon the maximum number of shares which may become vested under the performance-based restricted stock award. Under each award agreement relating to the performance-based restricted stock awards, the actual dividend is payable to the named executive officer in the form of shares of Company common stock at the end of the three-year performance period for each award, but only to the extent the underlying shares have vested. At the end of the three-year performance period and on the date some or all of the shares vest under the award, a pro rata number of notional dividend shares will be converted into an equivalent number of dividend shares earned and shall be paid based upon the actual number of underlying shares vested during the performance period. No cash dividends or dividend equivalents are paid on any performance-based restricted stock awards during the three-year performance period. The amounts shown do not reflect any forfeitures at the end of the respective performance period of dividends previously declared on shares of performance-based restricted stock.
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2020
The following table sets forth information concerning grants of restricted stock awards and incentive plan awards to the named executive officers during the fiscal year ended December 31, 2020.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | Grant Date | Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards | Estimated Future Payouts Under
Equity Incentive Plan Awards | All Other Stock
Awards: Number of
Shares of Stock or
Units
(#)(3) | Grant Date Fair
Value of Stock
and Option
Awards
($)(4) |
Threshold
($)(1) | Target
($)(1) | Maximum
($)(1) | Threshold
(#)(2) | Target
(#)(2) | Maximum
(#)(2) |
| | | | | | | | | |
| Harry H. | 2/20/20 | 308,000 | 616,000 | 1,028,720 | — | — | — | — | — |
| Herington | 2/20/20 | — | — | — | 23,844 | 47,688 | 79,639 | — | 1,041,008 |
| 2/20/20 | — | — | — | — | — | — | 47,688 | 979,988 |
| | | | | | | | | |
| Stephen M. | 2/20/20 | 135,000 | 270,000 | 450,900 | — | — | — | — | — |
| Kovzan | 2/20/20 | — | — | — | 9,635 | 19,270 | 32,181 | — | 420,654 |
| 2/20/20 | — | — | — | — | — | — | 19,270 | 395,999 |
| | | | | | | | | |
| Jayne | 2/20/20 | 112,125 | 224,250 | 374,498 | — | — | — | — | — |
| Friedland | 2/20/20 | — | — | — | 7,555 | 15,109 | 25,232 | — | 329,825 |
| Holland | 2/20/20 | — | — | — | — | — | — | 15,109 | 310,490 |
| | | | | | | | | |
| Doug Rogers | 2/20/20 | — | 72,500 | — | — | — | — | — | — |
| 1/27/20 | — | — | — | — | — | — | 4,446 | 98,390 |
| 10/15/20 | — | — | — | — | — | — | 2,341 | 49,980 |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Elizabeth M. | 2/20/20 | — | 72,500 | — | — | — | — | — | — |
| Proudfit | 2/20/20 | — | — | — | — | — | — | 4,484 | 92,146 |
| 7/16/20 | — | — | — | — | — | — | 2,314 | 49,982 |
| 10/15/20 | — | — | — | — | — | — | 1,405 | 29,997 |
(1)For Messrs. Herington and Kovzan and Ms. Holland, represents a grant pursuant to the Company’s 2020 MAIPSE. For Mr. Rogers and Ms. Proudfit, represents a grant pursuant to the terms of their Profit Sharing and Incentive Program. For additional information, refer to the “Annual cash incentives” section in the CD&A of this report.
(2)For Messrs. Herington and Kovzan and Ms. Holland, represents a grant of performance-based restricted stock on February 20, 2020 that will vest in whole or in part on February 20, 2023 if certain Company financial performance criteria are satisfied. For additional information, refer to the “Long-term, equity-based incentives” section in the CD&A of this report.
(3)For Messrs. Herington and Kovzan and Ms. Holland, includes a grant of service-based restricted stock on February 20, 2020. For Mr. Rogers, represents grants of service-based restricted stock on January 27, 2020 and October 15, 2020. For Ms. Proudfit, represents grants of service-based restricted stock on February 20, 2020, July 16, 2020 and October 15, 2020.
(4)Represents the aggregate grant date fair value of such awards, computed in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown reflect the probable outcome of performance conditions that affect the vesting of awards granted to the named executive officers. For assumptions used in determining these values, refer to Note 12 in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2020.
OUTSTANDING EQUITY AWARDS AT 2020 FISCAL YEAR-END
The following table sets forth information concerning outstanding restricted stock awards for the named executive officers at December 31, 2020.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Option Awards | | Stock Awards |
| Name | Grant Date | Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable | Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable | Equity
Incentive Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#) | Option Exercise Price
($) | Option
Expiration
Date | | Number of
Shares or
Units of
Stock That
Have Not
Vested
(#) | Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(1) | Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units or
Other
Rights That
Have Not
Vested
(#) | Equity
Incentive Plan
Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested
($)(1) |
| Harry H. Herington | 2/22/17 | — | — | — | — | — | (2) | 8,523 | 220,149 | — | — |
| 2/22/18 | — | — | — | — | — | (2) | 27,372 | 707,019 | — | — |
| 2/22/18 | — | — | — | — | — | (3) | — | — | 91,241 | 2,356,755 |
| 2/21/19 | — | — | — | — | — | (2) | 32,571 | 841,309 | — | — |
| 2/21/19 | — | — | — | — | — | (4) | — | — | 72,380 | 1,869,575 |
| 2/20/20 | — | — | — | — | — | (2) | 47,688 | 1,231,781 | — | — |
| 2/20/20 | — | — | — | — | — | (5) | — | — | 79,639 | 2,057,075 |
| | | | | | | | | | | |
| Stephen M. Kovzan | 2/22/17 | — | — | — | — | — | (2) | 2,770 | 71,549 | — | — |
| 2/22/18 | — | — | — | — | — | (2) | 8,896 | 229,784 | — | — |
| 2/22/18 | — | — | — | — | — | (3) | — | — | 29,654 | 765,963 |
| 2/21/19 | — | — | — | — | — | (2) | 10,586 | 273,436 | — | — |
| 2/21/19 | — | — | — | — | — | (4) | — | — | 23,524 | 607,625 |
| 2/20/20 | — | — | — | — | — | (2) | 19,270 | 497,744 | — | — |
| 2/20/20 | — | — | — | — | — | (5) | — | — | 32,181 | 831,235 |
| | | | | | | | | | | |
| Jayne Friedland Holland | 2/22/17 | — | — | — | — | — | (2) | 1,790 | 46,236 | — | — |
| 2/22/18 | — | — | — | — | — | (2) | 8,622 | 222,706 | — | — |
| 2/22/18 | — | — | — | — | — | (3) | — | — | 19,199 | 495,910 |
| 2/21/19 | — | — | — | — | — | (2) | 10,260 | 265,016 | — | — |
| 2/21/19 | — | — | — | — | — | (4) | — | — | 15,231 | 393,417 |
| 2/20/20 | — | — | — | — | — | (2) | 15,109 | 390,265 | — | — |
| 2/20/20 | — | — | — | — | — | (5) | — | — | 25,232 | 651,743 |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | | |
| Doug Rogers | 10/11/17 | — | — | — | — | — | (2) | 717 | 18,520 | — | — |
| 1/28/18 | — | — | — | — | — | (2) | 630 | 16,273 | — | — |
| 1/28/19 | — | — | — | — | — | (2) | 5,071 | 130,984 | — | — |
| 1/27/20 | — | — | — | — | — | (2) | 4,446 | 114,840 | — | — |
| 10/15/20 | — | — | — | — | — | (2) | 2,341 | 60,468 | — | — |
| | | | | | | | | | | |
Elizabeth
M.
Proudfit | 2/22/17 | — | — | — | — | — | (2) | 969 | 25,029 | — | — |
| 2/22/18 | — | — | — | — | — | (2) | 3,110 | 80,331 | — | — |
| 2/21/19 | — | — | — | — | — | (2) | 4,002 | 103,372 | — | — |
| 2/20/20 | — | — | — | — | — | (2) | 4,484 | 115,822 | — | — |
| 7/16/20 | — | — | — | — | — | (2) | 2,314 | 59,771 | — | — |
| 10/15/20 | — | — | — | — | — | (2) | 1,405 | 36,291 | — | — |
(1)The closing sales price per share of the Company’s Common Stock on December 31, 2020, was $25.83.
(2)Service-based restricted stock awards granted in 2017, 2018, 2019 and 2020. The award vests 25% on the first, second, third and fourth anniversaries of the grant date, contingent upon the NEO’s continued employment on the vesting dates.
(3)Performance-based restricted stock award granted on February 22, 2018. The number represents the maximum number of shares which may vest based on the three-year performance period that began on January 1, 2018 and ended on December 31, 2020. The shares earned during this performance period vested on February 22, 2021.
(4)Performance-based restricted stock award granted on February 21, 2019. The number represents the maximum number of shares which may vest based on the three-year performance period that began on January 1, 2019 and ending on December 31, 2021. If the performance criteria are met, awards are issued in stock in the first quarter following the end of the performance period and are subject to service-based vesting through February 21, 2022.
(5)Performance-based restricted stock award granted on February 20, 2020. The number represents the maximum number of shares which may vest based on the three-year performance period that began on January 1, 2020 and ending on December 31, 2022. If the performance criteria are met, awards are issued in stock in the first quarter following the end of the performance period and are subject to service-based vesting through February 20, 2023. Performance criteria and calculation of performance awards are described in CD&A of this report.
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2020
The following table sets forth information concerning shares of restricted stock acquired on vesting by the named executive officers during the fiscal year ended December 31, 2020.
| | | | | | | | | | | | | | |
| | Option Awards | Stock Awards |
| Name | Number of Shares Acquired on Exercise (#) | Value Realized
on Exercise
($) | Number of Shares
Acquired on Vesting
(#) | Value Realized on
Vesting (1)
($) |
| Harry H. Herington | — | — | 43,706 | 888,543 |
| Stephen M. Kovzan | — | — | 14,205 | 288,788 |
| Jayne Friedland Holland | — | — | 13,053 | 268,275 |
| | | | |
| Doug Rogers | — | — | 2,721 | 60,476 |
| Elizabeth M. Proudfit | — | — | 4,778 | 97,137 |
| | | | |
(1)The “value realized” on vesting of a restricted stock award is calculated based on the per share closing market price for our common stock on the vesting dates of the awards multiplied by the number of shares vested.
The “Pension Benefits” and “Non-qualified Deferred Compensation” tables have been omitted because NIC does not provide such compensation.
REQUIRED PAY RATIO DISCLOSURE
Pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC adopted a rule requiring annual disclosure of the ratio of the total annual compensation of the Company's CEO to the median employee's annual total compensation. Set forth below for 2020 is a comparison of (i) the median of the annual total compensation of all employees of the Company and its consolidated subsidiaries (except the CEO of the Company) and (ii) the annual total compensation of the CEO. The median of the annual total compensation and the pay ratio described below are reasonable estimates calculated by the Company in a manner consistent with Item 402(u) of Regulation S-K.
We estimate that the median of the annual total compensation of all employees of the Company and its consolidated subsidiaries (except our CEO) was approximately $92,309 for 2020. The annual total compensation of Harry H. Herington, our CEO, as reported in the Summary Compensation Table included in this report, was $3,969,695 for 2020.
Based on this information, we estimate that the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 43 to 1 for 2020. This compares to a ratio of 28 to 1 for 2019.
To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, we used the following methodology and made the following material assumptions, adjustments, and estimates:
1. We determined that, as of December 31, 2020, our employee population consisted of approximately 978 individuals, all of whom are located in the United States. This population consisted of our full-time and part-time employees.
2. To identify the "median employee" from our employee population, we compared the amount of salary and wages of our employees as reflected in our payroll records as reported to the Internal Revenue Service for the safe harbor provision for 401(k) discrimination testing, annualized for employees who were employed on December 31, 2020 but did not work for us for all of 2020.
3. We did not make any cost-of-living adjustments in identifying the "median employee."
4. Once we identified our median employee, we included the elements of such employee’s compensation for 2020 determined in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $92,309. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2020 Summary Compensation Table included in this report, which was calculated in accordance with the same requirements of Item 402(c)(2)(x) of Regulation S-K.
EMPLOYMENT AGREEMENTS AND SEVERANCE PAYMENTS
Employment Agreements
On February 5, 2013, the Company entered into employment agreements with each of Messrs. Herington and Kovzan. On July 27, 2015, the Company entered into the first amendment to the employment agreements with each of Messrs. Herington and Kovzan. Ms. Holland, who was appointed an Executive Officer in May 2015, entered into an employment agreement with the Company on terms consistent with the employment agreements of the other executive officers. Ms. Holland also executed an amendment. On October 27, 2020, the Company entered into employment agreements with each of Mr. Rogers and Ms. Proudfit. The form of employment agreement is substantially similar to the Company's existing employment agreements with other senior executive officers, except that Mr. Rogers and Ms. Proudfit do not participate in a performance-based equity incentive plan. On January 20, 2021, the Company entered into an amended and restated employment agreement with Mr. Rogers. The Compensation Committee determined that the employment agreements were appropriate and desirable for the reasons set forth under “CD&A – Employment Agreements with Named Executive Officers” in this report.
The employment agreements each have substantially the same terms, except with respect to job titles and responsibilities, amounts paid to executives and certain performance-based incentive components. In connection with entering into the employment agreements, Messrs. Herington, Kovzan and Rogers, and Mses. Holland and Proudfit have each entered into a proprietary information and inventions agreement and a non-competition agreement, each of which are substantially similar to the prior forms of agreements entered into between each executive and the Company. If the executive’s employment with the Company terminates for any reason, the agreements provide collectively that the executive: (a) will not use any of the Company’s proprietary information without the Company’s prior written consent; (b) will not use any confidential information to compete against the Company or any of the Company’s employees; (c) will not, for three years following termination, solicit any of the Company’s employees or customers; and (d) will not, for two years following termination, own (whether in whole or part), aid, or render services to, directly or indirectly, or engage in certain activities with respect to, any competitor of NIC.
Under the employment agreements, Messrs. Herington, Kovzan and Rogers, and Mses. Holland and Proudfit are entitled to a minimum annual base salary, which may be increased by the Compensation Committee, as well as other benefits that are generally available to NIC employees. Each executive is also entitled to: (a) paid vacation; (b)
reimbursement of reasonable and necessary business expenses incurred by the executive in connection with his or her duties in accordance with the Company’s policies; and (c) participate in and receive benefits under executive life insurance and disability policies. Messrs. Herington, Kovzan and Rogers, and Mses. Holland and Proudfit are also entitled to participate, at a level commensurate with his or her position, in the Company’s annual performance-based cash bonus plan and long-term equity incentive plan. For Mr. Herington, the minimum target amount payable under the annual performance-based cash bonus plan is 110% of the executive’s salary and the minimum target amounts under the service-based and performance-based components of the long-term equity incentive plan are 175% of the executive’s salary. For Mr. Kovzan, the minimum target amount payable under the annual performance-based cash bonus plan is 75% of the executive’s salary and the minimum target amounts under both the service-based and performance-based components of the long-term incentive plan are 110% of the executive’s salary. For Ms. Holland, the minimum target amount payable under the annual performance-based cash incentive plan is 65% of the executive’s salary and the minimum target amounts payable under both the service-based and performance-based components of the long-term equity incentive plan are 90% of the executive’s salary. For Mr. Rogers and Ms. Proudfit, the minimum target amount payable under the service-based component of the long-term equity incentive plan is 25% of the executive's salary.
Each of the employment agreements has a three-year term, and unless notice is provided at least six months prior to the end of the respective term, automatically renews for additional three-year terms.
Payments upon Termination of Employment or Change of Control
The following discussion summarizes each of the employment agreements and describes the payments and benefits that would be provided to each of the named executive officers if their employment was terminated, including termination in connection with a change of control of NIC, in each case, as of December 31, 2020. The discussion does not address benefits that might become payable to a named executive officer if the officer’s employment is terminated in connection with the Merger under circumstances entitling him or her to such benefits.
Under the employment agreements, the Company may terminate the employment of the executive at any time, with or without “Cause,” or the executive may voluntarily terminate his employment for “Good Reason” or at any time and for any reason. “Cause” is defined in the employment agreements as the executive’s conviction of any felony or willful and deliberate failure to perform such executive’s customary duties in a manner consistent with the manner reasonably prescribed by the Board (other than any failure resulting from incapacity due to physical or mental illness, disability or death). “Good Reason” is defined in the employment agreements generally as: (a) any material reduction in the executive’s compensation; (b) requiring the executive to relocate more than 60 miles from the Company’s current location; or (c) any material breach of the employment agreement by the Company.
Cash Severance Payments – Employment Agreements. Under the employment agreements, upon the executive's termination for any reason, the executive will receive: (a) accrued and unpaid salary through the termination date; (b) any earned but unpaid annual bonus for a previously completed fiscal year (but not for the year in which the termination occurs); (c) reimbursement of reimbursable expenses; (d) COBRA continuation coverage benefits and other employee benefits through the termination date; (e) any other amounts and benefits that the executive is entitled to receive under any Company employee benefit plan or program in accordance with the terms and provisions of such plan or program, except to the extent such amounts and benefits are determined pursuant to the employment agreement; and (f) such other compensation, if any, which the Company’s Board of Directors may elect to pay or grant (collectively, the "Base Termination Benefits"). If the Company terminates the executive for Cause, or the executive voluntarily terminates his employment without Good Reason, the executive would only be entitled to the foregoing benefits.
Under the employment agreements, if the Company terminates the executive without Cause or if the executive resigns for Good Reason, the executive is entitled to receive, in addition to the Base Termination Benefits, the amounts described under “Severance”, “Life, Health and Other Benefits” and “Annual Incentive Plan” in Note 1 to the table below.
As described further below, the executive may also be entitled to certain severance pay if a “Change of Control” of the Company occurs, and within either the six-month period ending on the date of the “Change of Control” or the 18-month period beginning on the date of the “Change of Control,” the executive’s employment is terminated without Cause or the executive terminates employment for Good Reason. In such event, the executive is entitled to receive, in addition
to the Base Termination Benefits, the amounts described under “Severance”, “Life, Health and Other Benefits” and “Annual Incentive Plan” in Note 6 to the table below. The employment agreements provide for reductions in the amounts payable to the extent the present value of compensation would more likely than not be non-deductible under Section 280G of the Internal Revenue Code.
Under the employment agreements, a “Change of Control” will be deemed to have occurred if: (a) any person (other than a trustee or a fiduciary holding securities under the Company’s employee benefit plan) becomes the beneficial owner (as that term is defined in Rule 13d-3 under the Exchange Act) of 30% or more of the Company’s Common Stock; (b) a merger or consolidation of the Company is consummated with another company, other than a merger or consolidation in which the stockholders of the Company own 50% or more of the voting stock of the surviving corporation; (c) “Continuing Directors” (defined to include current Board members and future directors approved by a majority of continuing directors) no longer constitute at least a majority of the Company’s Board; (d) the sale of all or substantially all of the assets of the Company; or (e) the liquidation or dissolution of the Company.
Under the employment agreements, in the event of the executive’s death, the executive’s designated beneficiaries will be entitled to receive, in addition to the Base Termination Benefits, the amounts described under “Life, Health and Other Benefits” in Note 4 to the table below.
If the Company terminates the executive’s employment due to disability (as defined in the Company’s disability policies), the executive is entitled to receive under the employment agreement and the Company’s disability policies, in addition to the Base Termination Benefits, the amounts described under “Severance” and “Life, Health and Other Benefits” in Note 5 to the table below.
Cash Severance Payments – Annual Incentive Plan. Messrs. Herington, Kovzan and Rogers, and Mses. Holland and Proudfit are each eligible participants under the Company’s annual cash incentive plans, which provide each executive with an annual cash incentive payment generally based on a percentage of his/her base salary if and to the extent pre-established Company performance goals are met for a given one-year performance period. The performance goals and potential payment amounts are established on an annual basis.
Under the plans, if the executive voluntarily terminates his/her employment prior to the end of the applicable performance period (other than for Good Reason, which is governed by his/her employment agreement, or retirement) or if the executive’s employment is terminated for “Cause” prior to the end of the applicable performance period, all amounts payable to the executive under the annual cash incentive plan are forfeited. The plan references the executive’s employment agreement for the definition of “Cause.” If the executive's employment is terminated prior to the end of the performance period due to retirement, death or disability, the executive will be entitled to the amounts described under “Annual Incentive Plan” in Notes 3, 4 and 5 to the table below, respectively. Under the employment agreements, payments of incentive cash compensation for the applicable year of a termination of employment relating to a “Change of Control” would be governed by the employment agreements rather than the annual cash incentive plan.
Restricted Stock. Messrs. Herington, Kovzan and Rogers, and Mses. Holland and Proudfit have restricted stock agreements for each year awards are granted that govern the terms of each of the executive’s restricted stock awards granted under the Company’s 2014 Stock Compensation Plan. The executives have one form of agreement that requires no execution by the recipient, applies automatically upon award, and is the same for all Company recipients of service-based restricted stock awards granted under the 2014 Stock Compensation Plan. This agreement governs the terms of the executive’s service-based restricted stock awards (the “Service-Based Restricted Stock Agreement”). The service-based restricted stock awards do not contain a performance component and vest ratably over a four-year service period following the date of grant.
Messrs. Herington and Kovzan and Ms. Holland also have a separate form of agreement that governs the terms of the executive’s performance-based restricted stock awards (the “Performance-Based Restricted Stock Agreement”) and a copy of the agreement is executed by the executive in connection with the grant of a performance-based stock award each year. The performance-based restricted stock awards are tied to a three-year performance period and the actual number of shares (including dividend shares payable for such awards), if any, vested at the end of the period is based on pre-established Company performance goals. The Performance-Based Restricted Stock Agreements entered
into by Messrs. Herington and Kovzan and Ms. Holland are in substantially the same form, except for provisions regarding the number of shares to be awarded at the end of the performance period.
The treatment of restricted stock upon termination of employment is governed by the employment agreements and the Restricted Stock Agreements described above. Under the employment agreements, if the Company terminates the executive without Cause or if the executive resigns for Good Reason, the executive is entitled to receive, with respect to equity incentives, the amounts described under “Service-Based Restricted Stock” and “Performance-Based Restricted Stock” in Note 1 to the table below.
Under the employment agreements, if a Change of Control of the Company occurs, and within either the six-month period ending on the date of the Change of Control or the 18-month period beginning on the date of the Change of Control, the executive’s employment is terminated without Cause or the executive terminates employment for Good Reason, the executive will receive, with respect to equity incentives, the amounts described under “Service-Based Restricted Stock” and “Performance-Based Restricted Stock” in Note 6 to the table below. The employment agreements provide for reductions in the amounts payable to the extent the present value of compensation would more likely than not be non-deductible under Section 280G of the Internal Revenue Code.
The Service-Based Restricted Stock Agreements and Performance-Based Restricted Stock Agreements continue to apply to a Change of Control or termination of employment from and after February 5, 2013 only to the extent that the employment agreements are not applicable. Under the Service-Based Restricted Stock Agreements, if the executive’s employment is terminated for any reason, including retirement, death or disability, all outstanding unvested shares of restricted stock under the Service-Based Restricted Stock Agreement are forfeited. Under the Performance-Based Restricted Stock Agreements, if the executive’s employment is terminated for any reason, other than in the case of death, disability or a Change of Control (as described above), all undelivered shares of restricted stock under the Performance-Based Restricted Stock Agreement are forfeited (including dividend shares payable for such awards), provided that if the executive’s employment is terminated for death or disability, the executive is entitled to a pro rata portion of the undelivered shares (including dividend shares payable for such awards) based upon the number of months the executive was employed during the performance period and the Company’s actual performance (only if such performance levels were met).
The following table is a summary of the aforementioned payments and benefits that would be provided to each of the named executive officers if (i) their employment was terminated other than in connection with a change of control of NIC, or (ii) their employment was terminated in connection with a change of control of NIC, in each case, as of December 31, 2020.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name and Form of
Payment | | Involuntary
Termination w/o
Cause or Voluntary Termination w/
Good Reason | | Involuntary
Termination
for Cause or
Voluntary
Termination
w/o Good
Reason | | Retirement | | Death | | Disability | | Involuntary
Termination in
Connection w/
Change of Control |
| | | (Note 1) | | (Note 2) | | (Note 3) | | (Note 4) | | (Note 5) | | (Note 6) |
| Harry H. Herington | | | | | | | | | | | | |
| Severance | | $ | 3,584,000 | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,660,000 | | | $ | 3,584,000 | |
Life, Health & Other Benefits | | 69,047 | | | 43,077 | | | 43,077 | | | 1,163,077 | | | 89,902 | | | 69,047 | |
| Annual Incentive Plan | | 1,232,000 | | | 1,232,000 | | | 1,232,000 | | | 1,232,000 | | | 1,232,000 | | | 616,000 | |
Service-Based Restricted Stock | | 3,000,258 | | | — | | | — | | | — | | | — | | | 3,000,258 | |
Performance-Based Restricted Stock | | 2,422,843 | | | — | | | — | | | 2,422,843 | | | 2,422,843 | | | 3,881,521 | |
| Total | | $ | 10,308,148 | | | $ | 1,275,077 | | | $ | 1,275,077 | | | $ | 4,817,920 | | | $ | 5,404,745 | | | $ | 11,150,826 | |
| Stephen M. Kovzan | | | | | | | | | | | | |
| Severance | | $ | 1,800,000 | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,564,600 | | | $ | 1,800,000 | |
Life, Health & Other Benefits | | 66,291 | | | 27,692 | | | 27,692 | | | 747,692 | | | 70,673 | | | 66,291 | |
| Annual Incentive Plan | | 270,000 | | | 540,000 | | | 540,000 | | | 540,000 | | | 540,000 | | | 270,000 | |
Service-Based Restricted Stock | | 1,072,513 | | | — | | | — | | | — | | | — | | | 1,072,513 | |
Performance-Based Restricted Stock | | 898,386 | | | — | | | — | | | 898,386 | | | 898,386 | | | 1,360,467 | |
| Total | | $ | 4,107,190 | | | $ | 567,692 | | | $ | 567,692 | | | $ | 2,186,078 | | | $ | 3,073,659 | | | $ | 4,569,271 | |
| Jayne Friedland Holland | | | | | | | | | | | | |
| Severance | | $ | 1,587,000 | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,505,800 | | | $ | 1,587,000 | |
Life, Health & Other Benefits | | 65,137 | | | 26,538 | | | 26,538 | | | 716,538 | | | 74,562 | | | 65,137 | |
| Annual Incentive Plan | | 448,500 | | | 448,500 | | | 448,500 | | | 448,500 | | | 448,500 | | | 224,250 | |
Service-Based Restricted Stock | | 924,223 | | | — | | | — | | | — | | | — | | | 924,223 | |
Performance-Based Restricted Stock | | 658,697 | | | — | | | — | | | 658,697 | | | 658,697 | | | 948,875 | |
| Total | | $ | 3,683,557 | | | $ | 475,038 | | | $ | 475,038 | | | $ | 1,823,735 | | | $ | 2,687,559 | | | $ | 3,749,485 | |
| Doug Rogers | | | | | | | | | | | | |
| Severance | | $ | 725,000 | | | — | | | — | | | — | | | $ | — | | | $ | 725,000 | |
Life, Health & Other Benefits | | 55,330 | | | 16,731 | | | 16,731 | | | 596,731 | | | 47,001 | | | 55,330 | |
| Annual Incentive Plan | | 72,500 | | | 72,500 | | | 72,500 | | | 72,500 | | | 72,500 | | | 72,500 | |
Service-Based Restricted Stock | | 341,085 | | | — | | | — | | | — | | | — | | | 341,085 | |
Performance-Based Restricted Stock | | — | | | — | | | — | | | — | | | — | | | — | |
| Total | | $ | 1,193,915 | | | $ | 89,231 | | | $ | 89,231 | | | $ | 669,231 | | | $ | 119,501 | | | $ | 1,193,915 | |
| Elizabeth M. Proudfit | | | | | | | | | | | | |
| Severance | | $ | 725,000 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 725,000 | |
Life, Health & Other Benefits | | 55,330 | | | 16,731 | | | 16,731 | | | 596,731 | | | 46,637 | | | 55,330 | |
| Annual Incentive Plan | | 72,500 | | | 72,500 | | | 72,500 | | | 72,500 | | | 72,500 | | | 72,500 | |
Service-Based Restricted Stock | | 420,616 | | | — | | | — | | | — | | | — | | | 420,616 | |
Performance-Based Restricted Stock | | — | | | — | | | — | | | — | | | — | | | — | |
| Total | | $ | 1,273,446 | | | $ | 89,231 | | | $ | 89,231 | | | $ | 669,231 | | | $ | 119,137 | | | $ | 1,273,446 | |
(1)“Severance” amount includes a lump sum payment equal to the sum of: (i) two (2) times the executive’s base salary in effect on the date of termination; and (ii) two (2) times the largest cash award received by the executive under the Annual Incentive Plan during the immediately preceding three annual incentive periods. “Life, Health and Other Benefits” amount includes: (i) payment of accrued paid vacation time; and (ii) a lump sum payment equal to 150% of the Company’s portion of the annual costs (determined as of the date of termination) associated with providing the executive and eligible family members with medical and health benefits coverage under the Company’s group health plans. “Annual Incentive Plan” amount includes the amount of any cash award under the Annual Incentive Plan payable for the year of the executive’s termination, which: (i) for Mr. Kovzan is payable based upon target performance; and (ii) for all other executives, is payable based solely upon actual performance. “Service-Based Restricted Stock” amount includes the market value of unvested service-based restricted stock subject to accelerated vesting. “Performance-Based Restricted Stock” amount includes the market value of unvested performance-based restricted stock subject to accelerated vesting, which vests and is payable based solely upon actual performance (which for current performance periods that have not yet been completed is estimated by extrapolating from the actual performance during the completed portion of such periods).
(2)“Life, Health and Other Benefits” amount includes payment of accrued paid vacation time.
(3)“Life, Health and Other Benefits” amount includes payment of accrued paid vacation time. “Annual Incentive Plan” amount includes the pro rata amount of any cash award under the Annual Incentive Plan payable for the year of the executive’s retirement (based on the number of days worked) based solely upon actual performance.
(4)“Life, Health and Other Benefits” amount includes: (i) payment of accrued paid vacation time; and (ii) payment of the proceeds from the executive’s life insurance policy payable by the insurer, the proceeds of which are equal to two (2) times the executive’s base salary. “Annual Incentive Plan” amount includes the pro rata amount of any cash award under the Annual Incentive Plan payable for the year of the executive’s death (based on the number of days worked) based solely upon actual performance. “Performance-Based Restricted Stock” amount includes the market value of a pro rata portion of unvested performance-based restricted stock subject to accelerated vesting (based on the number of months worked during the performance period), which vests and is payable based solely upon actual performance.
(5)“Severance” amount includes salary continuation benefits payable to the executives under their respective employment agreements and the Company’s disability policies. Under the employment agreements, each executive is entitled to salary continuation benefits for a period of one year following the date of disability consisting of a payment equal to such executive’s base salary then in effect, reduced by payments made to the executive under the Company’s disability policies. Following the one-year period, the executive is then to receive only payments under the Company’s disability policies. Under the Company’s disability policies, each executive is also entitled to a lump sum payment of $1,000,000 if the executive is disabled for more than 365 days. “Severance” amount reflects the amount which each executive would receive if such executive qualified as disabled for a one-year period and therefore reflects the payment of the salary continuation benefit for one year and the lump sum payment. For each executive, the entire amount of the salary continuation benefit would be paid under the Company’s disability policies because the amount payable under such policies would exceed their base salary, with amounts payable as follows: Mr. Herington ($660,000); Mr. Kovzan ($564,600); and Ms. Holland ($505,800). “Life, Health and Other Benefits” amount includes: (i) payment of accrued paid vacation time; and (ii) the value of medical, dental, supplemental life, life and disability insurance premiums paid by the Company for each executive for a period of one year following termination due to disability. “Annual Incentive Plan” amount includes the pro rata amount of any cash award under the Annual Incentive Plan payable for the year of the executive’s termination (based on the number of days worked) based solely upon actual performance. “Performance-Based Restricted Stock” amount includes the market value of a pro rata portion of unvested performance-based restricted stock subject to accelerated vesting (based on the number of months worked during the performance period), which vests and is payable based solely upon actual performance.
(6)“Severance” amount includes a lump sum payment equal to the sum of: (i) two (2) times the executive’s base salary in effect on the date of termination; and (ii) two (2) times the largest cash award received by the executive under the Annual Incentive Plan during the immediately preceding three annual incentive periods.
“Life, Health and Other Benefits” amount includes: (i) payment of accrued paid vacation time; and (ii) a lump sum payment equal to 150% of the Company’s portion of the annual costs (determined as of the date of termination) associated with providing the executive and eligible family members with medical and health benefits coverage under the Company’s group health plans. “Annual Incentive Plan” amount includes the amount of any cash award under the Annual Incentive Plan payable for the year of the executive’s termination as if target performance had been achieved. “Service-Based Restricted Stock” amount includes the market value of unvested service-based restricted stock subject to accelerated vesting. “Performance-Based Restricted Stock” amount includes the market value of unvested performance-based restricted stock subject to accelerated vesting, which vests as if target performance for such awards had been achieved.
(7)Market value is based on the closing sales price per share of the Company’s Common Stock on December 31, 2020 of $25.83 per share.
DIRECTOR COMPENSATION
The structure and approach of the Company’s director compensation program in 2020 remained unchanged from 2019. The Board of Directors determined not to make any changes after considering the SBCG 2016 study and the recommendation of the Compensation Committee, and approved the Company’s compensation program for directors for fiscal year 2020.
Under the Company’s current director compensation program, directors are entitled to the following cash compensation: (1) an annual cash retainer of $45,000, (2) an annual cash retainer premium for committee chairs of $15,000 for the Audit Committee, $10,000 for the Compensation Committee and $7,500 for the Corporate Governance and Nominating Committee, (3) an annual cash retainer premium for committee members of $7,500 for the Audit Committee, $5,000 for the Compensation Committee and $3,750 for the Corporate Governance and Nominating Committee, and (4) an annual cash retainer premium of $10,000 for the Lead Independent Director. New directors receive a prorated retainer for the portion of the year served on the Board until the next Annual Meeting of Stockholders. From an equity compensation standpoint, the Company’s Board compensation program provides for an annual grant of service-based restricted stock with a grant date fair value of $100,000, which vests after one year. The ratio of equity to cash compensation is approximately 70% to 30%, which is in line with SBCG’s recommendation and with the Compensation Committee's philosophy that a preponderance of total value should come from equity compensation.
Upon first joining the Board, any new director will receive an award of restricted stock with an equivalent fair market value of $25,000 on the date of the award, which vests after one year. Directors are entitled to non-forfeitable cash dividends on shares of unvested restricted stock (including initial and annual share grants) in the same amount and at the same time as dividends are paid to other holders of the Company’s common stock.
Directors who are also executive officers of the Company do not receive compensation for service on the Board of Directors. Therefore, Mr. Herington is not listed in the Director Compensation table below.
All directors are eligible to participate in the Company’s 2014 Stock Compensation Plan. Non-employee directors are not eligible to participate in the Company’s Employee Stock Purchase Plan. Directors are reimbursed for travel expenses and other out-of-pocket costs incurred in connection with their attendance at meetings.
The Company has a stock ownership policy applicable to non-employee directors and the Company’s Executive Leadership Team, as further discussed in the CD&A.
January 2021 Director Compensation Study. In November 2020, after four years of the Company operating under its previous director compensation program, the Compensation Committee engaged SBCG to update its assessment of non-employee director compensation. The resulting study (the “January 2021 study”) did not impact the Company's non-employee director compensation for fiscal year 2020, but instead was intended to inform compensation decisions prospectively beginning in fiscal year 2021.
For this study, SBCG used the same peer group of companies that it used when the Compensation Committee engaged SBCG for an executive compensation study in November 2019. For a list of peer group companies, refer to the "2020 Executive Compensation Study" section of the CD&A in this report. SBCG determined that director cash compensation levels were generally competitive with market, with NIC’s annual cash retainer slightly above peer median, and total average cash pay (including pay for committee service) was modestly below peer median, but that equity compensation was below market in the bottom quartile, and by extension, total compensation levels were low compared to the peer group median. In addition, committee chair compensation and the lead director premium were low compared to market. The Compensation Committee has not yet recommended, and the Board has not approved, any changes to the current non-employee director compensation program based on the results of the January 2021 study.
The following table provides information on the compensation of non-employee directors in 2020.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Director Compensation in Fiscal 2020 (1) |
| Name | | Fees Earned
or Paid in
Cash ($) | | Stock
Awards
($)(2) | | All Other
Compensation
($)(3) | | Total ($) |
| Art N. Burtscher | | 75,000 | | 99,992 | | 1,664 | | 176,656 |
| Venmal (Raji) Arasu | | 56,250 | | 99,992 | | 1,664 | | 157,906 |
| C. Brad Henry | | 53,750 | | 99,992 | | 1,664 | | 155,406 |
| Sylvester (Sly) James, Jr. (4) | | 38,125 | | 25,000 | | 207 | | 63,332 |
| Alexander C. Kemper | | 62,500 | | 99,992 | | 1,664 | | 164,156 |
| William M. Lyons | | 60,000 | | 99,992 | | 1,664 | | 161,656 |
| Anthony Scott | | 56,250 | | 99,992 | | 1,664 | | 157,906 |
| Jayaprakash Vijayan | | 57,500 | | 99,992 | | 1,664 | | 159,156 |
| Pete Wilson | | 53,750 | | 99,992 | | 1,664 | | 155,406 |
(1)The Option Awards, Non-Equity Incentive Plan Compensation and Change in Pension Value and Nonqualified Deferred Compensation Earnings columns have been omitted from the Director Compensation table because the Company does not provide director compensation in any of these categories.
(2)Amounts reported in the Stock Awards column represent the aggregate grant date fair value of such awards, computed in accordance with FASB ASC Topic 718. As of December 31, 2020, each non-employee director held the number of restricted stock shares set forth beside his or her name below.
| | | | | | | | | | | | | | |
| Mr. Burtscher | 4,182 | | | Mr. Lyons | 4,182 | |
| Ms. Arasu | 4,182 | | | Mr. Scott | 4,182 | |
| Governor Henry | 4,182 | | | Mr. Vijayan | 4,182 | |
| Mr. James | 1,151 | | | Governor Wilson | 4,182 | |
| Mr. Kemper | 4,182 | | | | |
The Board determines the terms and conditions of any such equity awards, including those that apply upon the termination of a non-employee director's service as a Board member.
(3)All Other Compensation represents cash dividends declared on unvested shares of restricted stock. The aggregate amount of dividends paid was $0.36 per share ($0.09 per share on a quarterly basis), declared by the Company in January, April, July and October 2020, as applicable.
(4)Mr. James joined the Board on August 27, 2020 and was granted a one-time new director equity award of 1,151 restricted stock shares and pro-rated annual cash compensation.
Compensation Committee Interlocks and Insider Participation
None of the persons who served on the Company’s Compensation Committee during the last completed fiscal year (Art. N. Burtscher, C. Brad Henry, Sylvester (Sly) James, Jr., Alexander C. Kemper, Jayaprakash Vijayan and Pete Wilson) (i) was formerly an officer of the Company; (ii) during the last fiscal year, was an officer or employee of the Company; or (iii) had any relationship requiring disclosure under Item 404 of Regulation S-K.
None of the Company’s executive officers, during the last completed fiscal year, served as a (i) member of the compensation committee of another entity, one of whose executive officers served on the Company’s Compensation
Committee; (ii) director of another entity, one of whose executive officers served on the Company's Compensation Committee; or (iii) member of the compensation committee of another entity, one of whose executive officers served as the Company’s director.
Report of the Compensation Committee
The Committee has reviewed and discussed the Compensation Discussion and Analysis (“CD&A”) portion of this report with management. Based on the Committee’s review and discussions, the Committee has recommended to the Board of Directors that the CD&A be included in this Amendment No. 1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Respectfully submitted,
The Compensation Committee
Alexander C. Kemper (Chairman)
Art N. Burtscher
C. Brad Henry
Sylvester (Sly) James, Jr.
Jayaprakash Vijayan
Pete Wilson
This “Report of the Compensation Committee,” “Compensation Discussion and Analysis,” “Compensation Tables,” “Compensation Committee Interlocks and Insider Participation,” “Employment Agreements and Severance Payments,” and “Structure and Practices of the Board of Directors – Committees of the Board” and “Director Compensation” set forth in the Proxy Statement, which willCommittee” is not deemed to be filed“soliciting material” or to be “filed” with the SEC not later than 120 days after the endunder or pursuant to Section 18 of the Company’s fiscal year pursuantExchange Act or subject to Regulation 14A isthereunder, and shall not be incorporated herein by reference.reference or deemed to be incorporated by reference into any filing under either the Securities Act of 1933, as amended, or the Exchange Act, unless otherwise specifically provided for in such filing.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 16, 2021, certain information under “Security Ownershipabout shares of Certain Beneficial Ownersthe Company’s Common Stock beneficially owned by (i) each director; (ii) each stockholder who the Company knows is a beneficial owner of more than 5% of the outstanding shares of the Company’s Common Stock (based on SEC filings reporting ownership as of December 31, 2020); (iii) the named executive officers, and Management”(iv) all directors and executive officers as a group. Unless otherwise provided in the table below, the mailing address of the 5% beneficial owners is NIC Inc., 25501 West Valley Parkway, Suite 300, Olathe, Kansas 66061.
| | | | | | | | |
| | Shares Beneficially Owned (1) |
| | Number | Percentage (2) |
| Named Executive Officers and Directors | | |
| Harry H. Herington (3)...................................................................... | 910,822 | | 1.3 | % |
| Stephen M. Kovzan (4)..................................................................... | 184,025 | | * |
| Jayne Friedland Holland (5).............................................................. | 129,083 | | * |
| Doug Rogers (6)................................................................................ | 18,391 | | * |
| Elizabeth M. Proudfit (7).................................................................. | 54,048 | | * |
| Art N. Burtscher (8).......................................................................... | 242,684 | | * |
| Pete Wilson (9).................................................................................. | 92,647 | | * |
| William M. Lyons (10)...................................................................... | 65,968 | | * |
| Alexander C. Kemper (11)................................................................ | 63,472 | | * |
| C. Brad Henry (12)............................................................................ | 47,029 | | * |
| Venmal (Raji) Arasu (13).................................................................. | 26,957 | | * |
| Anthony Scott (14)............................................................................ | 11,699 | | * |
| Jayaprakash Vijayan (15).................................................................. | 11,699 | | * |
| Sylvester (Sly) James, Jr. (16).......................................................... | 1,151 | | * |
| All executive officers and directors as a group (17 persons) (17) | 1,937,068 | | 2.7 | % |
| 5% Stockholders | | |
| BlackRock, Inc. (18)......................................................................... | 10,447,678 | | 14.9 | % |
| 55 East 52nd Street | | |
| New York, New York 10055 | | |
| | |
| The Vanguard Group, Inc. (19)......................................................... | 6,813,399 | | 10.2 | % |
| 100 Vanguard Blvd. | | |
| Malvern, Pennsylvania 19355 | | |
| | |
| | |
| | |
| | |
*Less than 1%
(1)This table is based upon information supplied by officers, directors, principal stockholders and the Company’s transfer agent, and information contained in Schedules 13D (if any) and 13G filed with the SEC. Unless otherwise noted in the footnotes to this table, the Company believes each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages for executive officers and directors are based on 67,905,010 shares of the Company’s Common Stock outstanding as of March 16, 2021, adjusted as required by the rules promulgated by the SEC. Applicable percentages for the 5% Stockholders are based on the number of shares beneficially owned as reflected in the most recent Schedule 13G filed with the SEC.
(2)For purposes of determining percentages of shares beneficially owned, the Company does not include in the number of outstanding shares those shares subject to performance-based restricted awards, because the holders of such shares have no voting or disposition rights with respect to the shares. All shares subject to service-based restricted stock awards, which have voting rights, are included in outstanding shares.
(3)Shares beneficially owned by Mr. Herington include 910,822 shares directly owned, including 104,085 shares of unvested service-based restricted stock.
(4)Shares beneficially owned by Mr. Kovzan include 184,025 shares directly owned, including 40,678 shares of unvested service-based restricted stock.
(5)Shares beneficially owned by Ms. Holland include 129,083 shares directly owned, including 34,000 shares of unvested service-based restricted stock.
(6)Shares beneficially owned by Mr. Rogers include 18,391 shares directly owned, including 13,553 shares of unvested service-based restricted stock.
(7)Shares beneficially owned by Ms. Proudfit include 54,048 shares directly owned, including 14,769 shares of unvested service-based restricted stock.
(8)Share beneficially owned by Mr. Burtscher include 242,684 shares directly owned, including 4,182 shares of unvested service-based restricted stock.
(9)Shares beneficially owned by Governor Wilson include 92,647 shares directly owned, including 4,182 shares of unvested service-based restricted stock.
(10)Shares beneficially owned by Mr. Lyons include 65,968 shares directly owned, including 4,182 shares of unvested service-based restricted stock.
(11)Shares beneficially owned by Mr. Kemper include 63,472 shares directly owned, including 4,182 shares of unvested service-based restricted stock and 10,000 shares owned by the 2012 Alexander Charles Kemper Family Irrevocable Trust for which Mr. Kemper’s spouse is the trustee.
(12)Shares beneficially owned by Governor Henry include 47,029 shares directly owned, including 4,182 shares of unvested service-based restricted stock.
(13)Shares beneficially owned by Ms. Arasu include 26,957 shares directly owned, including 4,182 shares of unvested service-based restricted stock.
(14)Shares beneficially owned by Mr. Scott include 11,699 shares directly owned, including 4,182 shares of unvested service-based restricted stock.
(15)Shares beneficially owned by Mr. Vijayan include 11,699 shares directly owned, including 4,182 shares of unvested service-based restricted stock.
(16)Shares beneficially owned by Mr. James include 1,151 shares directly owned, all of which are shares of unvested service-based restricted stock.
(17)Shares held by all executive officers and directors as a group include 284,710 shares of unvested service-based restricted stock.
(18)Based on information set forth in Amendment No. 11 to the Proxy Statement, which will beSchedule 13G filed with the SEC not lateron January 25, 2021. According to the Schedule 13G, shares beneficially owned by BlackRock, Inc. are comprised of 10,447,678 shares owned by various investment advisory clients of BlackRock, Inc. which is deemed to be a beneficial owner of those shares pursuant to Rule 13d-3 under the Exchange Act due to its discretionary power to make investment decisions over such shares for its clients and/or its ability to vote such shares. In the Schedule 13G, Blackrock, Inc. reported sole power to vote 10,374,063 of such shares and sole power to dispose of all 10,447,678 shares.
(19)Based on information set forth in Amendment No. 8 to the Schedule 13G filed with the SEC on February 10, 2021. According to the Schedule 13G, shares beneficially owned by Vanguard Group, Inc. are comprised of 6,813,399 shares owned by various investment advisory clients of Vanguard Group, Inc. which is deemed to be a beneficial owner of those shares pursuant to Rule 13d-3 under the Exchange Act due to its discretionary power to make investment decisions over such shares for its clients and/or its ability to vote such shares. In the Schedule 13G, Vanguard Group, Inc. reported shared power to vote 156,957 of such shares, sole power to dispose of 6,610,055 of such shares and shared power to dispose of 203,344 of such shares.
The SEC requires the Company’s directors and officers, and stockholders who own more than 120 days after the end5% of the Company’s fiscal year pursuantCommon Stock, to Regulation 14A, is incorporated herein by reference.report their ownership of the Company’s Common Stock and any changes in that ownership to the SEC and Nasdaq. Officers and directors, and stockholders owning more than 5% of the Company’s Common Stock, must provide the Company with copies of all such forms that they file.
Equity Compensation Plan Information
The following table provides information regarding securities to be issued upon the exercise of outstanding options, warrants and rights and securities available for issuance under the Company’s equity compensation plans as of December 31, 2017:2020:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| A | | B | | C |
| Plan Category | Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
outstanding as of
December 31, 2020 | | Weighted average
exercise price of
outstanding
options, warrants
and rights shown in
Column A | | Number of
securities
available for
future issuance as
of December 31,
2020 |
| Equity compensation plans approved by stockholders: | | | | | | | | | | | |
| Restricted stock awards | — | | | | | $ | — | | | | | 2,776,440 | | | (1) |
| Employee stock purchase plan | — | | | (2) | | — | | | (2) | | 787,353 | | | |
| Equity compensation plans not approved by stockholders | — | | | | | — | | | | | — | | | |
| Total | — | | | | | $ | — | | | | | 3,563,793 | | | |
(1)The amount shown excludes 1,119,407 shares subject to outstanding unvested restricted stock awards.
(2)March 31, 2020 was the purchase date of common stock for the most recently completed offering period under the Company’s employee stock purchase plan. Therefore, as of such date, no purchase rights were outstanding. The purchase price for the offering period ended March 31, 2020, was $14.56 per share, and the total number of shares purchased was 103,628.
|
| | | | | | | | | | | | | | | |
| | A | | B | | C |
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights outstanding as of December 31, 2017 | | Weighted average exercise price of outstanding options, warrants and rights shown in Column A | | Number of securities available for future issuance as of December 31, 2017 |
| Equity compensation plans approved by stockholders: | | | | | | | | | | | |
| Restricted stock awards | — |
| | | | $ | — |
| | | | 3,938,916 |
| | (1) |
| Employee stock purchase plan | — |
| | (2) | | — |
| | (2) | | 1,140,733 |
| | |
| Equity compensation plans not approved by stockholders | — |
| | | | — |
| | | | — |
| | |
| Total | — |
| | | | $ | — |
| | | | 5,079,649 |
| | |
| |
(1) | The amount shown excludes 950,575 shares subject to outstanding unvested restricted stock awards. |
| |
(2) | March 31, 2017 was the purchase date of common stock for the most recently completed offering period under the Company’s employee stock purchase plan. Therefore, as of such date, no purchase rights were outstanding. The purchase price for the offering period ended March 31, 2017, was $15.29 per share, and the total number of shares purchased was 86,998. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Policy and Procedures with Respect to Related Person Transactions
NIC has adopted a written policy governing the review, approval or ratification of “Related Person Transactions,” as described below (the “Policy”).
Related Person Transactions
For the purposes of the Policy, a “Related Person Transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Company (including any of its subsidiaries) was, is or will be a participant and in which any Related Person had, has or will have a direct or indirect material interest.
For purposes of the Policy, a “Related Person” means: (1) any person who is, or at any time since the beginning of NIC’s last fiscal year was, a director or executive officer of NIC or a nominee to become a director of NIC; (2) any person who is known to be the beneficial owner of more than 5% of any class of NIC’s voting securities; (3) any immediate family member of any of the foregoing persons (as defined in the Policy) and any person (other than a tenant or employee) sharing the household of any of the foregoing persons; and (4) any firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest.
Approval Procedures
Related Person Transactions that are identified as such prior to their consummation or amendment shall be consummated or amended only if the following steps are taken:
(1)Prior to entering into the Related Person Transaction (a) the Related Person, (b) the director, executive officer, nominee or beneficial owner who is an immediate family member of the Related Person, or (c) the business unit or function/department leader responsible for the potential Related Person Transaction shall provide notice to the Corporate Governance and Nominating Committee (the “Committee”) of the facts and circumstances of the proposed Related Person Transaction, including certain information specified in the Policy. The Committee will assess whether the proposed transaction is a Related Person Transaction for purposes of this policy.
(2)If the Committee determines that the proposed transaction is a Related Person Transaction, the proposed Related Person Transaction shall be submitted to the Committee for consideration at the next Committee meeting or, in those instances in which the Committee, in consultation with the Chief Executive Officer or the Chief Financial Officer, determines that it is not practicable or desirable for NIC to wait until the next Committee meeting, to the Chair of the Committee (who will possess delegated authority to act between Committee meetings).
(3)The Committee, or where submitted to the Chair, the Chair, shall consider all of the relevant facts and circumstances available to the Committee or the Chair. No member of the Committee shall participate in any review, consideration or approval of any Related Person Transaction with respect to which such member or any of his or her immediate family members is the Related Person. The Committee (or the Chair) shall approve only those Related Person Transactions that are in, or are not inconsistent with, the best interests of NIC and its stockholders, as the Committee (or the Chair) determines in good faith.
(4)The Chair of the Committee shall report to the Committee at the next Committee meeting any approval under this policy pursuant to delegated authority.
Ratification Procedures
Under the Policy, the Company’s accounting department, under the supervision of the Chief Financial Officer, shall produce periodic reports as the Chair of the Committee shall direct, but no less often than annually, of any amounts paid or payable to, or received or receivable from, any Related Person.
In the event the Chief Executive Officer or Chief Financial Officer, or any other executive officer becomes aware, as a result of the reports described above or otherwise, of a Related Person Transaction that has not been previously approved or previously ratified under the Policy:
(1)If the transaction is pending or ongoing, it will be submitted to the Committee or Chair of the Committee promptly, and the Committee or Chair shall consider all of the relevant facts and circumstances available to the Committee or the Chair. The Committee shall not ratify any Related Person Transaction that is not in the best interests of the Company and its stockholders. Based on this analysis, the Committee or the Chair shall evaluate all options, including but not limited to ratification, amendment or termination of the Related Person Transaction; and
(2)If the transaction is completed, the Committee or Chair shall evaluate the transaction, taking into account all of the relevant facts and circumstances available to the Committee or Chair, to determine if rescission of the transaction and/or any disciplinary action is appropriate, and shall request an evaluation of NIC’s controls and procedures to ascertain the reason the transaction was not submitted to the Committee or Chair for prior approval and whether any changes to these procedures are recommended.
Review of Ongoing Transactions
At the Committee’s first meeting of each fiscal year, the Committee shall review any previously approved or ratified Related Person Transactions that remain ongoing and have a remaining term of more than six months or remaining amounts payable to or receivable from NIC. Based on all relevant facts and circumstances, taking into consideration NIC’s contractual obligations, the Committee shall determine if it is in the best interests of NIC and its stockholders to continue, modify or terminate the Related Person Transaction.
Charitable Contributions
Proposed charitable contributions, or pledges of charitable contributions, by NIC to a charitable or non-profit organization in which a Related Person has a material interest shall be subject to prior review and approval by the Committee at the next Committee meeting or, in those instances in which the Committee, in consultation with the Chief Executive Officer or the Chief Financial Officer, determines that it is not practicable or desirable for the Company to wait until the next Committee meeting, by the Chair. In addition, each named executive officer (as defined above) shall report to the Committee on a quarterly basis, charitable contributions in excess of $120,000, in the aggregate, by NIC’s named executive officers and their spouses to a charitable or non-profit organization identified on the roster of Related Persons.
Disclosure
All Related Person Transactions that are required to be disclosed in NIC’s filings with the SEC, as required by the Securities Act of 1933 and the Exchange Act and related rules and regulations, shall be so disclosed in accordance with such laws, rules and regulations.
Independence
The information under “Certain RelationshipsBoard evaluates the independence of each director in accordance with applicable laws and Related Transactions”, “Electionregulations, the listing standards of Directors,”The Nasdaq Stock Market, LLC (“Nasdaq”) and “Structurethe criteria set forth in NIC’s Code of Business Conduct and PracticesEthics and Governance Principles. These standards include evaluating material relationships with NIC, if any, to the best of each director’s knowledge, including vendor, supplier, consulting, legal, banking, accounting, charitable and family relationships. Based on the recommendation of the Corporate Governance and Nominating Committee, the Board of Directors – Independence” set forth inhas determined that all directors, except Mr. Herington, are independent as required
by applicable laws and regulations, by the Proxy Statement, which will be filed withlisting standards of Nasdaq and by NIC’s Governance Principles. The Board has also assessed the SEC not later than 120 days after the endindependence of the members of the Audit, Compensation, and Corporate Governance and Nominating Committees based on applicable laws and regulations, the listing standards of Nasdaq and NIC’s Governance Principles and has found all members of those committees to be independent. NIC’s Governance Principles are available on the Company’s fiscal year pursuant to Regulation 14A, is incorporated herein by reference.website at https://ir.egov.com/corporate-governance/governance-documents/governance-principles.
ITEM 14. PRINCIPAL ACCOUNTINGACCOUNTANT FEES AND SERVICES
The information under “RatificationINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S FEES
Fees billed to the Company by E&Y for services incurred related to fiscal year 2020 and 2019 were as follows:
| | | | | | | | | | | | | | |
| | 2020 | | 2019 | |
| Audit fees | $ | 590,000 | | | $ | 600,000 | | |
| Audit-related fees | 363,323 | | | 244,880 | | |
| Tax fees | 159,339 | | | 159,854 | | |
| All other fees | — | | | — | | |
| Total fees | $ | 1,112,662 | | | $ | 1,004,734 | | |
Audit fees include audits of Appointmentthe annual consolidated financial statements on Form 10-K and reviews of Independent Registered Public Accounting Firm” set forth inquarterly consolidated financial statements on Form 10-Q, as well as the Proxy Statement, which will be filed with the SEC not later than 120 days after the endaudit of the Company’s internal control over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002. For fiscal year pursuant2020, audit fees also included approximately $20,000 in fees for non-recurring accounting consultation matters. Audit-related fees primarily include audits of financial statements for certain subsidiaries of the Company and for fiscal year 2020, also include the Company’s SOC 2, Type II examination. Tax fees consist primarily of fees billed for tax compliance and, to Regulation 14A, is incorporated hereina lesser extent, tax advice. All other fees consists of accounting consultation matters.
Audit Committee Pre-Approval Policy
The Audit Committee has adopted policies and procedures for the pre-approval of audit, audit-related, tax and other permissible non-audit services (specifically described in appendices to the policy) that may be provided by reference.the Company’s independent registered public accounting firm to the Company and its subsidiaries. Such services are pre-approved up to a specified fee limit. Any service not included in the specified list of services must be submitted to the Audit Committee for pre-approval. To ensure prompt handling of unforeseeable or unexpected matters that arise between Audit Committee meetings, the Audit Committee has delegated authority to its Chairman, and/or to such other members of the Audit Committee as the Chairman shall from time to time designate, to review and, if appropriate, approve in advance, any request for the independent registered public accounting firm to provide permissible services. All such pre-approvals must be reported to the Audit Committee at the next Committee meeting.
The Vice President of Internal Audit monitors services provided by the independent registered public accounting firm and overall compliance with the pre-approval policy. The Vice President of Internal Audit reports periodically to the Audit Committee about the status of outstanding engagements, including actual services provided and associated fees, and must promptly report any noncompliance with the pre-approval policy to the Chairman of the Audit Committee.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The following additional exhibits are filed with this Amendment:
Exhibit Index | |
(a) | The following documents are filed as part of this report: |
The Consolidated Financial Statements and related Notes, together with the reports of Ernst & Young LLP and PricewaterhouseCoopers LLP, appear in Part II, Item 8, Consolidated Financial Statements and Supplementary Data of this Form 10-K.
| |
(2) | Financial Statement Schedules. All schedules are omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or notes thereto. |
| |
(3) | Exhibits. Pursuant to the rules and regulations of the Securities and Exchange Commission, we have filed or incorporated by reference the documents referenced below as exhibits to this Annual Report on Form 10-K. The documents include agreements to which the Company is a party or has a beneficial interest. The agreements have been filed to provide investors with information regarding their respective terms. The agreements are not intended to provide any other factual information about the Company or its business or operations. In particular, the assertions embodied in any representations, warranties and covenants contained in the agreements may be subject to qualifications with respect to knowledge and materiality different from those applicable to investors and may be qualified by information in confidential disclosure schedules not included with the exhibits. These disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the agreements. Moreover, certain representations, warranties and covenants in the agreements may have been used for the purpose of allocating risk between the parties, rather than establishing matters as facts. In addition, information concerning the subject matter of the representations, warranties and covenants may have changed after the date of the respective agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. Accordingly, investors should not rely on the representations, warranties and covenants in the agreements as characterizations of the actual state of facts about the Company or its business or operations on the date hereof. |
Exhibit Index
|
| | |
| Exhibit Number | | Description |
3.1 | | |
3.2 | | |
4.1 | | Reference is made to Exhibits 3.1 and 3.2 |
|
| 31.3 | | |
4.2 | | |
10.1 | | |
10.2 | | |
10.3 | | |
10.4 | | |
10.5 | | |
10.6 | | |
10.7 | | |
10.8 | | |
10.9 | | |
10.10 | | |
10.11 | | |
10.12 | | |
10.13 | | |
10.14 | | |
10.15 | |
|
10.16 | | |
10.17 | | |
10.18 | | |
10.19 | |
|
10.20 | | |
10.21 | | |
10.22 | | |
10.23 | | |
21.1 | | |
|
| | |
23.1 | | |
23.2 | | |
24.1 | | |
31.1 | | |
31.231.4 | | |
32.1104 | | |
101 | | The following financial informationcover page from NIC Inc.’s Annual Report on Form 10-K for the year ended December 31, 2017,Amendment No. 1 has been formatted in Inline XBRL (Extensible Business Reporting Language) includes (i) Consolidated Balance Sheets at December 31, 2017 and December 31, 2016, (ii) Consolidated Statements of Income for the years ended December 31, 2017, 2016, and 2015 (iii) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2017, 2016, and 2014 (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016, and 2015, and (v) the Notes to Consolidated Financial Statements (submitted electronically herewith). |
** Management contracts and compensatory plans and arrangements required to be filed as Exhibits pursuant to Item 15(b) of this report.
ITEM 16. FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
|
| | | | | | | | | | |
| | NIC INC. |
| Date: | February 22, 2018April 20, 2021 | By: | /s/ Harry Herington |
| | | Harry Herington, Chairman of the Board and
Chief Executive Officer
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
| | | |
| Signature | Title | Date |
| | | |
| /s/ Harry Herington | Chairman of the Board and Chief Executive Officer | February 22, 2018 |
| Harry Herington | (Principal Executive Officer) | |
| | | |
| /s/ Stephen M. Kovzan | Chief Financial Officer | February 22, 2018 |
| Stephen M. Kovzan | (Principal Financial Officer and Principal Accounting Officer) | |
| | | |
| | | |
| Art N. Burtscher* | Lead Independent Director | |
| Venmal (Raji) Arasu* | Director | |
| Karen S. Evans* | Director | |
| Ross C. Hartley* | Director | |
| C. Brad Henry* | Director | |
| Alexander C. Kemper* | Director | |
| William M. Lyons* | Director | |
| Pete Wilson* | Director | |
| | | |
| | | |
| /s/ Harry Herington | | |
| Harry Herington | | |
*By | Attorney-in-fact | | |
| February 22, 2018 | | |
