Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 01, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | NCIT | |
Entity Registrant Name | NCI, Inc. | |
Entity Central Index Key | 1,334,478 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 9,116,817 | |
Class B Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,500,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenue | $ 89,837 | $ 81,900 | $ 168,588 | $ 165,555 |
Operating expenses: | ||||
Cost of revenue | 74,208 | 67,682 | 138,904 | 137,376 |
General and administrative expenses | 6,798 | 6,793 | 13,488 | 12,900 |
Depreciation and amortization | 1,771 | 1,684 | 3,559 | 3,476 |
Acquisition related expenses | 1,314 | 1,314 | ||
Misappropriation loss and related expenses | 2,244 | 1,369 | 8,861 | 2,909 |
Total operating expenses | 86,335 | 77,528 | 166,126 | 156,661 |
Operating income | 3,502 | 4,372 | 2,462 | 8,894 |
Interest expense, net | 230 | 153 | 438 | 343 |
Income before income taxes | 3,272 | 4,219 | 2,024 | 8,551 |
Provision for income taxes | 995 | 1,666 | 555 | 3,410 |
Net income | $ 2,277 | $ 2,553 | $ 1,469 | $ 5,141 |
Basic: | ||||
Weighted average shares outstanding | 13,323 | 13,184 | 13,300 | 13,169 |
Net income per share | $ 0.17 | $ 0.19 | $ 0.11 | $ 0.39 |
Diluted: | ||||
Weighted average shares outstanding | 13,913 | 13,858 | 13,873 | 13,847 |
Net income per share | $ 0.16 | $ 0.18 | $ 0.11 | $ 0.37 |
Cash dividend declared and paid per share | $ 150 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 4,187 | $ 1,014 |
Accounts receivable, net | 57,866 | 51,112 |
Prepaid expenses and other current assets | 4,297 | 4,062 |
Total current assets | 66,350 | 56,188 |
Property and equipment, net | 4,827 | 6,332 |
Other assets | 1,517 | 1,526 |
Deferred tax assets, net | 41,833 | 41,912 |
Intangible assets, net | 13,770 | 15,586 |
Goodwill | 33,878 | 33,878 |
Total assets | 162,175 | 155,422 |
Current liabilities: | ||
Accounts payable | 13,242 | 9,995 |
Accrued salaries and benefits | 18,158 | 17,665 |
Deferred revenue | 4,901 | 4,571 |
Other accrued expenses | 8,087 | 6,306 |
Total current liabilities | 44,388 | 38,537 |
Other long-term liabilities | 3,110 | 2,545 |
Total liabilities | 47,498 | 41,082 |
Stockholders' equity: | ||
Additional paid-in capital | 75,752 | 76,886 |
Treasury stock at cost-917 shares of Class A common stock as of June 30, 2017 and December 31, 2016 | (8,331) | (8,331) |
Retained earnings | 46,979 | 45,510 |
Total stockholders' equity | 114,677 | 114,340 |
Total liabilities and stockholders' equity | 162,175 | 155,422 |
Class A Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock | 191 | 189 |
Class B Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock | $ 86 | $ 86 |
Condensed Consolidated Balance4
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Class A Common Stock [Member] | ||
Common stock, par value | $ 0.019 | $ 0.019 |
Common stock, shares authorized | 37,500,000 | 37,500,000 |
Common stock, shares issued | 10,034,000 | 10,002,000 |
Common stock, shares outstanding | 9,117,000 | 9,085,000 |
Treasury stock at cost, shares | 917,000 | 917,000 |
Class B Common Stock [Member] | ||
Common stock, par value | $ 0.019 | $ 0.019 |
Common stock, shares authorized | 12,500,000 | 12,500,000 |
Common stock, shares issued | 4,500,000 | 4,500,000 |
Common stock, shares outstanding | 4,500,000 | 4,500,000 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 1,469 | $ 5,141 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 3,559 | 3,476 |
Share-based compensation | 589 | 543 |
Deferred income taxes | 79 | 67 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (6,754) | 5,646 |
Prepaid expenses and other assets | (225) | 790 |
Accounts payable | 3,247 | (7,581) |
Accrued expenses and other liabilities | 3,168 | (2,609) |
Net cash provided by operating activities | 5,132 | 5,473 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (238) | (827) |
Net cash used in investing activities | (238) | (827) |
Cash flows from financing activities: | ||
Borrowings under credit facility | 59,194 | 91,636 |
Repayments on credit facility | (59,194) | (94,529) |
Proceeds from exercise of stock options | 570 | 172 |
Purchase of equity awards | (2,291) | |
Dividends paid | (2,020) | (2,020) |
Net cash used in financing activities | (1,721) | (4,741) |
Net change in cash and cash equivalents | 3,173 | (95) |
Cash and cash equivalents, beginning of period | 1,014 | 233 |
Cash and cash equivalents, end of period | 4,187 | 138 |
Cash paid during the period for: | ||
Interest | 252 | 263 |
Income taxes | $ 41 | $ 3,010 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of NCI, Inc. and its subsidiaries (“NCI” or “the Company”) have been prepared in accordance with generally accepted accounting principles in the U. S. (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As a result, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments necessary to fairly present the Company’s financial position as of June 30, 2017 and its results of operations for the three and six months ended June 30, 2017 and 2016, and cash flows for the six months ended June 30, 2017 and 2016, which consist of normal and recurring adjustments. The information disclosed in the notes to the financial statements for these periods is unaudited. The current period’s results of operations are not necessarily indicative of results that may be achieved for any future period. All numbers in tables are presented in thousands except share and per share numbers. For further information, refer to the financial statements and footnotes included in NCI’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC . Recently Issued Accounting Pronouncements In March 2016, the FASB issued ASU 2016-09, which simplifies several aspects of the accounting for share-based payments, including immediate recognition of all excess tax benefits and deficiencies in the income statement, changing the threshold to qualify for equity classification up to the employees’ maximum statutory tax rates, allowing an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur, and clarifying the classification on the statement of cash flows for the excess tax benefit and employee taxes paid when an employer withholds shares for tax-withholding purposes. The Company adopted ASU 2016-09 effective January 1, 2017 on a prospective basis. The Company elected to continue to estimate the number of awards that are expected to vest. |
Business Overview
Business Overview | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Overview | 2. Business Overview NCI is a leading provider of enterprise solutions and services to U.S. defense, intelligence, health care and civilian government agencies. We have the expertise and proven track record to solve our customers’ most important and complex mission challenges through technology and innovation. Our team of highly skilled professionals focuses on delivering cost-effective solutions and services in the areas of agile software application and systems development/integration; cybersecurity and information assurance; engineering and logistics support; enterprise information management and advanced analytics; cloud computing and IT infrastructure optimization; health IT and medical support; IT service management; and modeling, simulation and training. Headquartered in Reston, Virginia, the Company has approximately 2,000 employees operating at more than 100 locations worldwide. The majority of the Company’s revenue was derived from contracts with the U.S. Federal Government, directly as a prime contractor or as a subcontractor. NCI primarily conducts business throughout the U. S. The Company reports operating results and financial data as one reportable segment. For the three and six months ended June 30, 2017, the Company generated approximately 62% of revenue from the Department of Defense, including agencies within the intelligence community, and approximately 38% of revenue from federal civilian agencies. For the three and six months ended June 30, 2016, the Company generated approximately 64% of revenue from the Department of Defense, including agencies within the intelligence community, and approximately 36% of revenue from federal civilian agencies. NCI’s Program Executive Office Soldier (“PEO Soldier”) contract is the Company’s largest revenue-generating contract and accounted for approximately 16% and 17% of revenue for the three months ended June 30, 2017 and 2016, respectively. The Company’s PEO Soldier program is a cost-plus fee contract consisting of a base period and four option periods for a total term of five years, which commenced in October 1, 2015. NCI’s Cyber Network Operations and Security Support (“CNOSS”) program, supporting the U.S. Army Network Enterprise Technology Command accounted for approximately 11% of revenue for the three months ended June 30, 2017 and 2016. This cost-plus-fixed-fee, single award indefinite delivery indefinite quantity contract consists of a 12-month base period with two one-year option periods and one six-month option period, and commenced in October 2014. |
Misappropriation Loss and Relat
Misappropriation Loss and Related Expenses | 6 Months Ended |
Jun. 30, 2017 | |
Unusual or Infrequent Items, or Both [Abstract] | |
Misappropriation Loss and Related Expenses | 3. Misappropriation Loss and Related Expenses As previously disclosed, in January 2017, the Company identified a misappropriation of Company funds by its former controller. An internal investigation of the matter was completed in March 2017, and revealed that the former controller had embezzled $19.4 million through a circumvention of controls, which included transfers from the payroll account to his personal account, creating fictitious invoices, and altering bank account statements to conceal the misappropriations. Misappropriation loss and related expenses totaled approximately $2.2 million and $1.4 million for the three months ended June 30, 2017 and 2016, respectively and approximately $8.9 and $2.9 for the six months ended June 30, 2017 and 2016, respectively. Misappropriation loss and related expenses includes the loss due to embezzled funds as well as external professional service fees including legal, forensic accounting, audit and other consulting fees. Three months ended June 30, Six months ended June 30, 2017 2016 2017 2016 Misappropriation loss $ — $ 1,369 $ 380 $ 2,909 Expenses related to misappropriation loss 2,244 — 8,481 — $ 2,244 $ 1,369 $ 8,861 $ 2,909 |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 4. Earnings Per Share Basic earnings per share exclude dilution and are computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Diluted earnings per share include the incremental effect of stock options calculated using the treasury stock method. Shares that are anti-dilutive are not included in the computation of diluted earnings per share. For the three months ended June 30, 2017 and 2016, approximately 27,000 and 8,000 shares, respectively, were not included in the computation of diluted earnings per share, because to do so would have been anti-dilutive. For the six months ended June 30, 2017 and 2016, approximately 52,000 and 4,000 shares, respectively, were not included in the computation of diluted earnings per share, because to do so would have been anti-dilutive. The following table details the computation of basic and diluted earnings per common share (Class A and Class B) for the three months ended June 30, 2017 and 2016. Three months ended June 30, Six months ended June 30, 2017 2016 2017 2016 Net income $ 2,277 $ 2,553 $ 1,469 $ 5,141 Weighted average number of basic shares outstanding during the period 13,323 13,184 13,300 13,169 Dilutive effect of stock options and restricted stock after application of treasury stock method 590 674 573 678 Weighted average number of diluted shares outstanding during the period 13,913 13,858 13,873 13,847 Basic earnings per share $ 0.17 $ 0.19 $ 0.11 $ 0.39 Diluted earnings per share $ 0.16 $ 0.18 $ 0.11 $ 0.37 |
Accounts Receivable
Accounts Receivable | 6 Months Ended |
Jun. 30, 2017 | |
Receivables [Abstract] | |
Accounts Receivable | 5. Accounts Receivable Accounts receivable consists of billed and unbilled amounts. The following table details accounts receivable at the end of each period: As of June 30, December 31, Billed receivables $ 24,376 $ 19,367 Unbilled receivables: Amounts billable at end of period 26,505 25,484 Other 7,727 7,003 Total unbilled receivables 34,232 32,487 Total accounts receivable 58,608 51,854 Less: Allowance for doubtful accounts 742 742 Total accounts receivable, net $ 57,866 $ 51,112 Other unbilled receivables primarily consist of amounts that will be billed upon milestone completions and other accrued amounts that cannot be billed as of the end of the period. Substantially all unbilled receivables are expected to be billed and collected within the next 12 months. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. Property and Equipment The following table details property and equipment at the end of each period: As of June 30, December 31, Property and equipment Furniture and equipment $ 22,035 $ 21,799 Leasehold improvements 7,452 7,450 Real property 549 549 30,036 29,798 Less: Accumulated depreciation and amortization 25,209 23,466 Property and equipment, net $ 4,827 $ 6,332 Depreciation and amortization expense for the three months ended June 30, 2017 and 2016 was $0.9 million and $0.8 million, respectively. Depreciation and amortization expense for the six months ended June 30, 2017 and 2016 was $1.7 million. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 7. Intangible Assets The following table details intangible assets at the end of each period: As of June 30, December 31, Contract and customer relationships $ 33,284 $ 33,284 Developed software 1,113 1,113 Less: Accumulated amortization (20,627 ) (18,811 ) Intangible assets, net $ 13,770 $ 15,586 Amortization expense of intangible assets for the three months ended June 30, 2017 and 2016 was $0.9 million. Amortization expense of intangible assets for the six months ended June 30, 2017 and 2016 was $1.8 million. Intangible assets are primarily amortized on a straight line basis over periods ranging from seven to 11 years. Expected amortization expense for the remainder of the fiscal year ending December 31, 2017, and for each of the fiscal years thereafter, is as follows: For the year ending December 31, 2017 (remaining six months) 1,816 2018 3,150 2019 3,049 2020 3,027 2021 2,728 $ 13,770 |
Share-Based Payments
Share-Based Payments | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Payments | 8. Share-Based Payments During the three and six months ended June 30, 2017, the Company granted 94,000 non-qualified stock options to purchase shares of Class A common stock with a weighted average exercise price of $16.66. During the three months ended June 30, 2017, 80,000 stock options were exercised at a weighted-average price of $5.55. During the six months ended June 30, 2017, 92,500 stock options were exercised at a weighted-average price of $6.17. As of June 30, 2017, there were 934,000 stock options outstanding with a weighted average exercise price of $8.47. During the three months ended June 30, 2017, 30,000 shares of restricted stock were granted and 20,000 shares of restricted stock were cancelled or forfeited. During the six months ended June 30, 2017, 30,000 shares of restricted stock were granted and 91,080 shares of restricted stock were cancelled or forfeited. During the three and six months ended June 30, 2017, zero and 21,253 shares of restricted stock vested, respectively. As of June 30, 2017, there were 246,167 shares of restricted stock outstanding. The following table summarizes stock compensation expense allocated to cost of revenue and general and administrative costs for the three and six months ended June 30, 2017 and 2016: Three months ended June 30, Six months ended June 30, 2017 2016 2017 2016 Cost of revenue $ (3 ) $ 36 $ 33 $ 115 General and administrative 232 178 556 428 $ 229 $ 214 $ 589 $ 543 As of June 30, 2017, there was approximately $3.5 million of total unrecognized compensation cost related to unvested stock compensation arrangements. This cost is expected to be fully amortized over the next five years, with approximately $0.6 million, $1.1 million, $0.8 million, $0.7 million and $0.3 million amortized during the remainder of 2017, and the full years of 2018, 2019, 2020, and 2021, respectively. The cost of stock compensation is included in the Company’s Condensed Consolidated Statements of Income and expensed over the service period of the equity awards. On January 6, 2017, pursuant to the terms of the Separation Agreement entered into on November 29, 2016 between the Company and Marco de Vito, our former Chief Operating Officer, the Company paid Mr. de Vito $2.1 million for the repurchase of 272,000 vested stock options, which represented the difference between the closing price on the date of the agreement and the exercise prices of the vested options. The Company recorded the payment as a reduction to additional paid-in capital in the Condensed Consolidated Balance Sheet. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | 9. Debt On May 25, 2017, the Company entered into the Fifth Amendment (the “Amendment”) to the Amended and Restated Loan and Security Agreement, dated December 13, 2010, as amended by and among the Company and its subsidiaries, SunTrust Bank, which acted as administrative agent for the lenders, the lenders named therein and the other parties thereto (the “Credit Agreement”). The Amendment modifies certain provisions of the Credit Agreement to, among other things: • extend the commitment termination date from May 31, 2017 to September 30, 2017; • amend the definition of Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”) to deduct from the calculation thereof, to the extent deducted to determine consolidated net income under the Credit Agreement, nonrecurring expenses not incurred in the ordinary course of business and related to the investigation and/or litigation by the Company of the alleged embezzlement by the former corporate controller of the Company, in an aggregate amount not to exceed $10,000,000, subject to the qualifications and limitations provided for therein; • amend the definition of “Swingline Commitment” from $500,000 to $8,000,000; and • subject to certain conditions, permit the Company to pay a one-time dividend in an amount not to exceed $2,500,000 in the aggregate. The outstanding borrowings are collateralized by a security interest in substantially all of the Company’s assets. The lenders also require a direct assignment of all contracts at the lenders’ discretion. The outstanding balance under the Credit Agreement accrues interest based on one-month LIBOR plus an applicable margin, ranging from 210 to 310 basis points, based on the ratio of our outstanding senior funded debt to EBITDA as defined in the Credit Agreement. Our Credit Agreement (i) restricts our ability to repurchase or redeem our capital stock, or merge or consolidate with another entity; (ii) limits our ability to borrow additional funds or to obtain other financing in the future for working capital, capital expenditures, acquisitions, investments and general corporate purposes; and (iii) limits our ability to dispose of our assets, to create liens on our assets, to extend credit or to issue dividends to our stockholders. During the second quarter of 2017 and 2016, the Company had a weighted average outstanding loan balance of $3.4 million and $16.4 million, respectively, and a weighted average borrowing rate of 3.1% and 2.3%, respectively. As of June 30, 2017, there was no outstanding balance under the Credit Agreement and the Company was in compliance with all its loan covenants. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes As of June 30, 2017, the Company accrued interest expense related to uncertain tax positions totaling $0.8 million. During the three and six months ended June 30, 2017, the Company recorded $0.1 million and $0.1 million, respectively in interest expense related to its uncertain tax positions in Interest Expense in the Consolidated Statements of Income. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2017 | |
Leases [Abstract] | |
Leases | 11. Leases In March 2017, the Company executed the sixth amendment to the corporate office lease agreement (“the Lease Amendment”). The Lease Amendment extended the termination date to October 31, 2027 and provided certain rent abatement, tenant allowances, and adjustments to base rent. Minimum lease payments under the Lease Amendment are as follows: (in thousands) For the year ending December 31, 2017 (remaining six months) $ 971 2018 1,967 2019 2,022 2020 2,077 2021 2,135 Thereafter 13,674 Total minimum lease payments $ 22,846 |
Dividends
Dividends | 6 Months Ended |
Jun. 30, 2017 | |
Text Block [Abstract] | |
Dividends | 12. Dividends The Company’s Board of Directors declared and the Company paid the following dividends during the periods presented: Declaration Date Dividend Record Date Total Amount Payment Date February 8, 2016 $ 0.15 February 26, 2016 $ 2,020 March 18, 2016 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions The Company purchased services under a subcontract from Renegade Technology Systems, Inc., which is a government contractor wholly-owned by Rajiv Narang, the son of Charles K. Narang, Chairman of the Board of Directors. For the three months ended June 30, 2017 and 2016, the expense incurred under this agreement was approximately $0.6 million and $0.2 million, respectively. For the six months ended June 30, 2017 and 2016, the expense incurred under this agreement was approximately $1.0 million and $0.4 million, respectively. As of June 30, 2017 and 2016, outstanding amounts due to Renegade Technology Systems, Inc. under this agreement were $0.2 million and $0.1 million, respectively. |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | 14. Contingencies Government Audits Payments to the Company on U.S. Federal Government contracts are subject to adjustment upon audit by various agencies of the U.S. Federal Government. Audits of costs and the related payments have been performed through 2009 for NCI Information Systems, Inc., the Company’s primary corporate vehicle for government contracting. In the opinion of management, the final determination of costs and related payments for unaudited years will not have a material effect on the Company’s financial position, results of operations, or liquidity. Litigation Civil Suit Against Former Controller As previously disclosed on January 23, 2017, the Company commenced an internal investigation upon discovering that its former controller, Jon Frank, had been embezzling money from the Company. Upon completion of the internal investigation, the Company determined that the actual amount of the embezzlement by Mr. Frank during the period from January 2010 through 2017 was approximately $19.4 million. The Company believes that Mr. Frank acted alone and found no evidence that any other NCI employee was aware of or colluded in the embezzlement of Company funds and found no evidence of any unlawful activity apart from that associated with Mr. Frank’s embezzlement of Company funds. On January 23, 2017, the Company filed a lawsuit against Mr. Frank in the Circuit Court of Fairfax County in the State of Virginia to recover the embezzled funds. On February 2, 2017, the Honorable Chief Judge White entered an Order for Preliminary Injunction and Asset Freeze (the “Preliminary Injunction”) against Mr. Frank. Among other things, the Preliminary Injunction placed an immediate freeze on all monies and assets of Mr. Frank and ordered Mr. Frank to prepare and deliver to the Company an accounting of his personal assets. In addition, pursuant to the Preliminary Injunction, Mr. Frank agreed to cooperate with the Company to identify, recover and return to the Company all assets that he obtained wrongfully or acquired with wrongfully-obtained funds. Government Agency Investigations In connection with the discovery of Mr. Frank’s embezzlement of money from the Company, the Company self-reported such matter to the SEC and the civil and criminal divisions of the U.S. Department of Justice (“DOJ”). By letter to the Company dated February 1, 2017, the DOJ has identified the Company as a possible victim of Mr. Frank’s conduct. On February 8, 2017, the SEC commenced a formal investigation and has served the Company with a subpoena requesting certain documents and information relevant to the embezzlement of Company funds by Mr. Frank. The Company is cooperating fully with the DOJ and the SEC in connection with their respective investigations, which are ongoing. The United States Attorney’s Office for the Eastern District of Virginia (“USAO EDVA”) has opened a civil fraud investigation into the impact of Mr. Frank’s conduct on the Company’s government contracts. The Company is cooperating fully with the USAO EDVA and the Inspectors General of relevant government agencies in connection with this investigation, which is ongoing. At this time, we do not have an estimate of the financial impact on the Company, if any, of the investigation being conducted by the USAO EDVA. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events Acquisition of NCI by Affiliates of H.I.G. Capital, LLC On July 2, 2017, NCI entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cloud Intermediate Holdings, LLC, a Delaware limited liability company (“Parent”), and Cloud Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”). Parent and Purchaser are beneficially owned by affiliates of H.I.G. Capital, LLC (together with Parent and Purchaser, “HIG”). Pursuant to the terms of the Merger Agreement, on July 17, 2017, Purchaser commenced a tender offer (the “Offer”) to purchase all of the outstanding shares of Class A common stock, par value $0.019 per share, and Class B common stock, par value $0.019 per share, of NCI (the “Shares”), at a price of $20.00 per Share, net to the seller thereof in cash, without interest (such amount, as it may be adjusted pursuant to the terms of the Merger Agreement, the “Offer Price”), and subject to deduction for any required withholding of taxes. The initial expiration date of the Offer is 12:00 midnight, New York City time, on August 11, 2017 (which is the end of the day on August 11, 2017), subject to extension in certain circumstances as required or permitted by the Merger Agreement. The consummation of the Offer is subject to customary closing conditions, including, among other things: (i) there having been validly tendered and not validly withdrawn prior to the expiration of the Offer that number of Shares representing at least a majority of the voting power of the Shares then outstanding on a fully diluted basis (assuming that the shares of Class B common stock will convert to shares of Class A common stock upon consummation of the Offer); (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (which condition was satisfied on July 27, 2017); (iii) the accuracy of NCI’s representations and warranties, as of the expiration of the Offer, subject to certain qualifications set forth in the Merger Agreement; and (iv) other customary conditions to the Offer set forth in Annex A to the Merger Agreement. The transaction will be financed through a combination of equity financing in an amount not less than $130.0 million that has been committed by H.I.G. Middle Market LBO Fund II, L.P., an affiliate of HIG, and debt financing in an aggregate amount of $197.5 million that has been committed by KKR Credit Advisors (US) LLC. The consummation of the Offer and the Merger is not subject to any financing condition. Following the consummation of the Offer, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Purchaser will be merged with and into NCI, with NCI continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”). The Merger Agreement provides that the Merger will be effected pursuant to Section 251(h) of the Delaware General Corporation Law (the “DGCL”), without a vote of the stockholders of NCI. At the effective time of the Merger (the “Effective Time”), each Share that is outstanding immediately prior to the Effective Time, other than the Shares owned by NCI, Parent or Purchaser, or by stockholders who have validly exercised and perfected their appraisal rights under the DGCL, will be canceled and converted into the right to receive the Offer Price, payable to the holder thereof on the terms and subject to the conditions set forth in the Merger Agreement. In addition, at the Effective Time, (i) each outstanding option to purchase Shares (each, a “Company Option”), whether or not then exercisable or vested, will be canceled and converted into the right to receive from Parent or NCI an amount in cash equal to (a) the excess, if any, of (1) the Offer Price minus (2) the exercise price of such Company Option, multiplied by (b) the number of Shares subject to such Company Option, and (ii) each outstanding award of restricted Shares (each, a “Company RSA”) (which shall be deemed to be fully vested) will be canceled and converted into the right to receive an amount in cash equal to the product of (a) the Offer Price and (b) the number of Shares subject to such Company RSA. NCI, Parent and Purchaser have made customary representations, warranties and covenants in the Merger Agreement. NCI’s covenants include, among other things, covenants regarding the operation of NCI’s business prior to the Effective Time and covenants not to solicit third party proposals relating to alternative transactions or provide information or enter into discussions in connection with alternative transactions, subject to exceptions to permit the Board of Directors to comply with its fiduciary duties. The Merger Agreement also includes customary termination rights in favor of each of NCI and Parent. NCI has agreed to pay Parent a termination fee of $11.3 million if, among other circumstances, NCI terminates the Merger Agreement in compliance with its terms in order to accept a superior proposal or if Parent terminates the Merger Agreement because the Board of Directors has changed its recommendation to NCI’s stockholders with respect to the Offer or NCI has willfully and materially breached its obligations not to solicit third party proposals relating to alternative transactions. Parent has agreed to pay NCI a termination fee of $19.7 million if NCI terminates the Merger Agreement because Parent has extended the Offer due to unavailability of its debt financing as of the expiration of the Offer or because, when all conditions to the Offer are satisfied, the full proceeds of the debt financing are not available to Parent, and as a result, Parent fails to consummate the Offer within three business days following the expiration of the Offer. Transaction Litigation The Company and members of NCI’s Board of Directors are named as defendants in three putative class action lawsuits, all filed in the United States District Court for the Eastern District of Virginia, challenging the Transaction, one of which also names Parent and Purchaser as defendants. The first suit was filed on July 19, 2017 and is docketed as Elliot Schwartz v. NCI, Inc., Charles K. Narang, Paul A. Dillahay, James P. Allen, Paul V. Lombardi, Cindy E. Moran, Austin J. Yerks and Daniel R. Young , Colleen Witmer v. NCI, Inc., Charles K. Narang, Paul A. Dillahay, James P. Allen, Paul V. Lombardi, Cindy E. Moran, Austin J. Yerks, Daniel R. Young, H.I.G. Capital, L.L.C., Cloud Intermediate Holdings, L.L.C., and Cloud Merger Sub, Inc. , Deborah A. Nichols v. NCI, Inc., Charles K. Narang, Paul A. Dillahay, Daniel R. Young, Paul Lombardi, James P. Allen, Cindy E. Moran and Austin J. Yerks , |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of NCI, Inc. and its subsidiaries (“NCI” or “the Company”) have been prepared in accordance with generally accepted accounting principles in the U. S. (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As a result, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments necessary to fairly present the Company’s financial position as of June 30, 2017 and its results of operations for the three and six months ended June 30, 2017 and 2016, and cash flows for the six months ended June 30, 2017 and 2016, which consist of normal and recurring adjustments. The information disclosed in the notes to the financial statements for these periods is unaudited. The current period’s results of operations are not necessarily indicative of results that may be achieved for any future period. All numbers in tables are presented in thousands except share and per share numbers. For further information, refer to the financial statements and footnotes included in NCI’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC . |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In March 2016, the FASB issued ASU 2016-09, which simplifies several aspects of the accounting for share-based payments, including immediate recognition of all excess tax benefits and deficiencies in the income statement, changing the threshold to qualify for equity classification up to the employees’ maximum statutory tax rates, allowing an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur, and clarifying the classification on the statement of cash flows for the excess tax benefit and employee taxes paid when an employer withholds shares for tax-withholding purposes. The Company adopted ASU 2016-09 effective January 1, 2017 on a prospective basis. The Company elected to continue to estimate the number of awards that are expected to vest. |
Misappropriation Loss and Rel22
Misappropriation Loss and Related Expenses (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Unusual or Infrequent Items, or Both [Abstract] | |
Summary of Misappropriation Loss and Related Expenses | Three months ended June 30, Six months ended June 30, 2017 2016 2017 2016 Misappropriation loss $ — $ 1,369 $ 380 $ 2,909 Expenses related to misappropriation loss 2,244 — 8,481 — $ 2,244 $ 1,369 $ 8,861 $ 2,909 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Common Share | The following table details the computation of basic and diluted earnings per common share (Class A and Class B) for the three months ended June 30, 2017 and 2016. Three months ended June 30, Six months ended June 30, 2017 2016 2017 2016 Net income $ 2,277 $ 2,553 $ 1,469 $ 5,141 Weighted average number of basic shares outstanding during the period 13,323 13,184 13,300 13,169 Dilutive effect of stock options and restricted stock after application of treasury stock method 590 674 573 678 Weighted average number of diluted shares outstanding during the period 13,913 13,858 13,873 13,847 Basic earnings per share $ 0.17 $ 0.19 $ 0.11 $ 0.39 Diluted earnings per share $ 0.16 $ 0.18 $ 0.11 $ 0.37 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Receivables [Abstract] | |
Summary of Accounts Receivable | The following table details accounts receivable at the end of each period: As of June 30, December 31, Billed receivables $ 24,376 $ 19,367 Unbilled receivables: Amounts billable at end of period 26,505 25,484 Other 7,727 7,003 Total unbilled receivables 34,232 32,487 Total accounts receivable 58,608 51,854 Less: Allowance for doubtful accounts 742 742 Total accounts receivable, net $ 57,866 $ 51,112 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | The following table details property and equipment at the end of each period: As of June 30, December 31, Property and equipment Furniture and equipment $ 22,035 $ 21,799 Leasehold improvements 7,452 7,450 Real property 549 549 30,036 29,798 Less: Accumulated depreciation and amortization 25,209 23,466 Property and equipment, net $ 4,827 $ 6,332 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Details of Intangible Assets | The following table details intangible assets at the end of each period: As of June 30, December 31, Contract and customer relationships $ 33,284 $ 33,284 Developed software 1,113 1,113 Less: Accumulated amortization (20,627 ) (18,811 ) Intangible assets, net $ 13,770 $ 15,586 |
Expected Amortization Expense | Expected amortization expense for the remainder of the fiscal year ending December 31, 2017, and for each of the fiscal years thereafter, is as follows: For the year ending December 31, 2017 (remaining six months) 1,816 2018 3,150 2019 3,049 2020 3,027 2021 2,728 $ 13,770 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Compensation Expense Allocated to Cost of Revenue and General and Administrative Costs | The following table summarizes stock compensation expense allocated to cost of revenue and general and administrative costs for the three and six months ended June 30, 2017 and 2016: Three months ended June 30, Six months ended June 30, 2017 2016 2017 2016 Cost of revenue $ (3 ) $ 36 $ 33 $ 115 General and administrative 232 178 556 428 $ 229 $ 214 $ 589 $ 543 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Leases [Abstract] | |
Minimum Lease Payments | Minimum lease payments under the Lease Amendment are as follows: (in thousands) For the year ending December 31, 2017 (remaining six months) $ 971 2018 1,967 2019 2,022 2020 2,077 2021 2,135 Thereafter 13,674 Total minimum lease payments $ 22,846 |
Dividends (Tables)
Dividends (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Text Block [Abstract] | |
Schedule of Dividends Declared and Paid | The Company’s Board of Directors declared and the Company paid the following dividends during the periods presented: Declaration Date Dividend Record Date Total Amount Payment Date February 8, 2016 $ 0.15 February 26, 2016 $ 2,020 March 18, 2016 |
Business Overview - Additional
Business Overview - Additional Information (Detail) Employee in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017EmployeeLocation | Jun. 30, 2016 | Jun. 30, 2017EmployeeLocationItem | Jun. 30, 2016 | |
Schedule Of Description Of Business [Line Items] | ||||
Number of employees, approximate | Employee | 2 | 2 | ||
Cyber Network Operations and Security Support [Member] | ||||
Schedule Of Description Of Business [Line Items] | ||||
Business contract description | This cost-plus-fixed-fee, single award indefinite delivery indefinite quantity contract consists of a 12-month base period with two one-year option periods and one six-month option period, and commenced in October 2014. | |||
Program Executive Office Soldier [Member] | ||||
Schedule Of Description Of Business [Line Items] | ||||
Option contract term | 5 years | |||
Number of option period contracts | Item | 4 | |||
Sales [Member] | Government Contracts Concentration Risk [Member] | Cyber Network Operations and Security Support [Member] | ||||
Schedule Of Description Of Business [Line Items] | ||||
Concentration risk, percentage | 11.00% | 11.00% | ||
Sales [Member] | Government Contracts Concentration Risk [Member] | Program Executive Office Soldier [Member] | ||||
Schedule Of Description Of Business [Line Items] | ||||
Concentration risk, percentage | 16.00% | 17.00% | ||
Defense and Intelligence Agencies [Member] | Sales [Member] | Customer Concentration Risk [Member] | ||||
Schedule Of Description Of Business [Line Items] | ||||
Concentration risk, percentage | 62.00% | 64.00% | 62.00% | 64.00% |
Federal Civilian Agencies [Member] | Sales [Member] | Customer Concentration Risk [Member] | ||||
Schedule Of Description Of Business [Line Items] | ||||
Concentration risk, percentage | 38.00% | 36.00% | 38.00% | 36.00% |
Minimum [Member] | ||||
Schedule Of Description Of Business [Line Items] | ||||
Number of locations | Location | 100 | 100 |
Misappropriation Loss and Rel31
Misappropriation Loss and Related Expenses - Additional Information (Detail) - USD ($) $ in Thousands | Jan. 23, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
Unusual or Infrequent Item, or Both [Line Items] | |||||
Total misappropriation loss and related expenses | $ 2,244 | $ 1,369 | $ 8,861 | $ 2,909 | |
Embezzlement by Former Controller [Member] | |||||
Unusual or Infrequent Item, or Both [Line Items] | |||||
Embezzled amount | $ 19,400 |
Misappropriation Loss and Rel32
Misappropriation Loss and Related Expenses - Summary of Misappropriation Loss and Related Expenses (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Unusual or Infrequent Items, or Both [Abstract] | ||||
Misappropriation loss | $ 1,369 | $ 380 | $ 2,909 | |
Expenses related to misappropriation loss | $ 2,244 | 8,481 | ||
Total misappropriation loss and related expenses | $ 2,244 | $ 1,369 | $ 8,861 | $ 2,909 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of diluted earnings per share | 27,000 | 8,000 | 52,000 | 4,000 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings Per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Net income | $ 2,277 | $ 2,553 | $ 1,469 | $ 5,141 |
Weighted average number of basic shares outstanding during the period | 13,323 | 13,184 | 13,300 | 13,169 |
Dilutive effect of stock options and restricted stock after application of treasury stock method | 590 | 674 | 573 | 678 |
Weighted average number of diluted shares outstanding during the period | 13,913 | 13,858 | 13,873 | 13,847 |
Basic earnings per share | $ 0.17 | $ 0.19 | $ 0.11 | $ 0.39 |
Diluted earnings per share | $ 0.16 | $ 0.18 | $ 0.11 | $ 0.37 |
Accounts Receivable - Summary o
Accounts Receivable - Summary of Accounts Receivable (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Receivables [Abstract] | ||
Billed receivables | $ 24,376 | $ 19,367 |
Unbilled receivables: | ||
Amounts billable at end of period | 26,505 | 25,484 |
Other | 7,727 | 7,003 |
Total unbilled receivables | 34,232 | 32,487 |
Total accounts receivable | 58,608 | 51,854 |
Less: Allowance for doubtful accounts | 742 | 742 |
Total accounts receivable, net | $ 57,866 | $ 51,112 |
Accounts Receivable - Additiona
Accounts Receivable - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Maximum period in which unbilled receivables are expected to be billed | 12 months |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 30,036 | $ 29,798 |
Less: Accumulated depreciation and amortization | 25,209 | 23,466 |
Property and equipment, net | 4,827 | 6,332 |
Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 22,035 | 21,799 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,452 | 7,450 |
Real Property [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 549 | $ 549 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 0.9 | $ 0.8 | $ 1.7 | $ 1.7 |
Intangible Assets - Details of
Intangible Assets - Details of Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Less: Accumulated amortization | $ (20,627) | $ (18,811) |
Intangible assets, net | 13,770 | 15,586 |
Contract and Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 33,284 | 33,284 |
Developed Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 1,113 | $ 1,113 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense of intangible assets | $ 0.9 | $ 0.9 | $ 1.8 | $ 1.8 |
Intangible assets method of amortization, description | Intangible assets are primarily amortized on a straight line basis over periods ranging from seven to 11 years. | |||
Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets amortized periods | 7 years | |||
Maximum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets amortized periods | 11 years |
Intangible Assets - Expected Am
Intangible Assets - Expected Amortization Expense (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2017 (remaining six months) | $ 1,816 | |
2,018 | 3,150 | |
2,019 | 3,049 | |
2,020 | 3,027 | |
2,021 | 2,728 | |
Intangible assets, net | $ 13,770 | $ 15,586 |
Share-Based Payments - Addition
Share-Based Payments - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Jan. 06, 2017 | Jun. 30, 2017 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options exercised | 80,000 | 92,500 | |
Weighted average exercise price, exercised | $ 5.55 | $ 6.17 | |
Stock options outstanding | 934,000 | 934,000 | |
Weighted average exercise price of stock option | $ 8.47 | $ 8.47 | |
Total unrecognized compensation cost related to unvested stock compensation | $ 3.5 | $ 3.5 | |
Amortization of cost of unvested stock compensation arrangements, 2017 | 0.6 | ||
Amortization of cost of unvested stock compensation arrangements, 2018 | 1.1 | ||
Amortization of cost of unvested stock compensation arrangements, 2019 | 0.8 | ||
Amortization of cost of unvested stock compensation arrangements, 2020 | 0.7 | ||
Amortization of cost of unvested stock compensation arrangements, 2021 | $ 0.3 | ||
Amortized unrecognized compensation cost period | 5 years | ||
Marco de Vito [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Repurchase of vested stock options upon agreement | 272,000 | ||
Payment for vested stock options repurchased | $ 2.1 | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock vested | 0 | 21,253 | |
Restricted stock granted | 30,000 | 30,000 | |
Restricted stock cancelled or forfeited | 20,000 | 91,080 | |
Restricted stock outstanding | 246,167 | 246,167 | |
Non Qualified Stock Option [Member] | Class A Common Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options granted | 94,000 | 94,000 | |
Weighted average exercise price, granted | $ 16.66 | $ 16.66 |
Share-Based Payments - Summary
Share-Based Payments - Summary of Stock Compensation Expense Allocated to Cost of Revenue and General and Administrative Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock compensation | $ 229 | $ 214 | $ 589 | $ 543 |
Cost of Revenue [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock compensation | (3) | 36 | 33 | 115 |
General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock compensation | $ 232 | $ 178 | $ 556 | $ 428 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | May 25, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Dec. 31, 2016 | May 24, 2017 |
Line of Credit Facility [Line Items] | ||||||
Commitment termination date | Sep. 30, 2017 | May 25, 2017 | ||||
Senior Credit Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Weighted average outstanding loan balance | $ 3,400,000 | $ 16,400,000 | ||||
Weighted average borrowing rate | 3.10% | 2.30% | 3.10% | |||
Credit agreement, outstanding balance | $ 0 | $ 0 | ||||
Revolving Line of Credit Facility [Member] | Senior Credit Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Description of variable rate basis | One-month LIBOR plus an applicable margin, ranging from 210 to 310 basis points | |||||
Swingline Credit Facility [Member] | Senior Credit Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 8,000,000 | $ 500,000 | ||||
Minimum [Member] | LIBOR [Member] | Revolving Line of Credit Facility [Member] | Senior Credit Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis points | 2.10% | |||||
Maximum [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Litigation expense | 10,000,000 | |||||
Maximum [Member] | One Time Cash Dividend [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Aggregate dividend payable | $ 2,500,000 | |||||
Maximum [Member] | LIBOR [Member] | Revolving Line of Credit Facility [Member] | Senior Credit Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis points | 3.10% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2017USD ($) | Jun. 30, 2017USD ($) | |
Income Tax Disclosure [Abstract] | ||
Accrued interest expense related to uncertain tax positions | $ 0.8 | $ 0.8 |
Interest expense related to unrecognized tax benefits | $ 0.1 | $ 0.1 |
Leases - Additional Information
Leases - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2017 | |
Leases [Abstract] | |
Lease Amendment termination date extended | Oct. 31, 2027 |
Leases - Minimum Lease Payments
Leases - Minimum Lease Payments (Detail) $ in Thousands | Jun. 30, 2017USD ($) |
Leases [Abstract] | |
2017 (remaining six months) | $ 971 |
2,018 | 1,967 |
2,019 | 2,022 |
2,020 | 2,077 |
2,021 | 2,135 |
Thereafter | 13,674 |
Total minimum lease payments | $ 22,846 |
Dividends - Schedule of Dividen
Dividends - Schedule of Dividends Declared and Paid (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Equity [Abstract] | ||
Declaration Date | May 8, 2016 | |
Dividend Per Share | $ 0.15 | |
Record Date | Feb. 25, 2016 | |
Total Amount | $ 2,020 | $ 2,020 |
Payment Date | Mar. 18, 2016 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - Renegade Technology Systems, Inc. [Member] - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Related Party Transaction [Line Items] | ||||
Expense incurred under agreement with Renegade Technology Systems, Inc. | $ 0.6 | $ 0.2 | $ 1 | $ 0.4 |
Amount due to related party | $ 0.2 | $ 0.1 | $ 0.2 | $ 0.1 |
Contingencies - Additional Info
Contingencies - Additional Information (Detail) $ in Millions | Jan. 23, 2017USD ($) |
Embezzlement by Former Controller [Member] | |
Loss Contingencies [Line Items] | |
Embezzled amount | $ 19.4 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Jul. 17, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Class A Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Common stock, par value | $ 0.019 | $ 0.019 | |
Class B Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Common stock, par value | $ 0.019 | $ 0.019 | |
Merger Agreement [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Agreement commencement date | Jul. 2, 2017 | ||
Common stock, purchase price | $ 20 | ||
Agreement expiry date | Aug. 11, 2017 | ||
Termination fees | $ 11.3 | ||
Merger Agreement [Member] | Subsequent Event [Member] | Cloud Intermediate Holdings LLC [Member] | |||
Subsequent Event [Line Items] | |||
Termination fees | 19.7 | ||
Merger Agreement [Member] | Subsequent Event [Member] | HIG Capital LLC [Member] | Minimum [Member] | |||
Subsequent Event [Line Items] | |||
Equity financing amount | 130 | ||
Merger Agreement [Member] | Subsequent Event [Member] | KKR Credit Advisors US LLC [Member] | |||
Subsequent Event [Line Items] | |||
Debt financing amount | $ 197.5 | ||
Merger Agreement [Member] | Subsequent Event [Member] | Class A Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Common stock, par value | $ 0.019 | ||
Merger Agreement [Member] | Subsequent Event [Member] | Class B Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Common stock, par value | $ 0.019 |