Washington, D.C. 20549
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). (Registrant is not yet required to provide financial disclosure in an Interactive Data File format.)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.)
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.
Common Stock, $.001 par value, outstanding as of August 6, 2010: 6,653,001 shares
Certain matters discussed in this Quarterly Report on Form 10-Q are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can generally be identified as such because the context of the statement includes phrases such as National Research Corporation (the “Company”) “believes,” “expects,” or other words of similar import. Similarly, statements that describe the Company’s future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which could cause actual results or outcomes to differ materially from those currently anticipated. Factors that could affect actual results or outcomes include, without limitation, the following factors:
Shareholders, potential investors and other readers are urged to consider these and other factors in evaluating the forward-looking statements, and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included are only made as of the date of this Quarterly Report on Form 10-Q and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.
See accompanying condensed notes to consolidated financial statements.
See accompanying condensed notes to consolidated financial statements.
The functional currency of the Company’s foreign subsidiary, National Research Corporation Canada, is the subsidiary’s local currency. The Company translates the assets and liabilities of its foreign subsidiary at the period-end rate of exchange and income statement items at the average rate prevailing during the period. The Company records the resulting translation adjustment in accumulated other comprehensive income (loss), a component of shareholders’ equity. Gains and losses related to transactions denominated in a currency other than the subsidiary’s local currency and short-term intercompany accounts are included in other income (expense), net in the consolidated statements of income.
Fair Value Measurements
The Company’s valuation techniques are based on maximizing observable inputs and minimizing the use of unobservable inputs when measuring fair value. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect the Company’s market assumptions. The inputs are then classified into the following hierarchy: (1) Level 1 Inputs—quoted prices in active markets for identical assets and liabilities; (2) Level 2 Inputs—observable market-based inputs other than Level 1 inputs, such as quoted prices for similar assets or liabilities in active markets, quoted prices for similar or identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data; (3) Level 3 Inputs—unobservable inputs.
The following details the Company’s financial assets and liabilities within the fair value hierarchy at June 30, 2010:
| | | Level 1 | | | Level 2 | | | Level 3 | |
| | | (In thousands) | |
| Money Market Funds | | $ | 237 | | | $ | -- | | | $ | -- | |
During the three-month period ended June 30, 2010, the Company did not have transfers between the Level measurements.
The Company's long-term debt of $7.0 million at June 30, 2010, is recorded at historical cost. The estimated fair value of the Company's long-term debt is $7.1 million at June 30, 2010, based primarily on estimated current rates available for debt of the same remaining duration and adjusted for nonperformance risk and credit risk.
The Company believes that the carrying amounts of accounts receivable, accounts payable, and accrued expenses approximate their fair value. All non-financial assets that are not recognized or disclosed at fair value in the financial statements on a recurring basis, which includes goodwill and non-financial long-lived assets, are measured at fair value in certain circumstances (for example, when there is evidence of impairment). As of June 30, 2010, there was no indication of impairment related to the non-financial assets.
2. COMPREHENSIVE INCOME
Comprehensive income, including components of other comprehensive income, was as follows:
| | | Three months ended June 30, | | | Six months ended June 30, | |
| | | (in thousands) | | | (in thousands) | |
| | | 2010 | | | 2009 | | | 2010 | | | 2009 | |
| | | | | | | | | | | | | |
| Net income | | $ | 1,660 | | | $ | 1,609 | | | $ | 4,789 | | | $ | 4,259 | |
| Other comprehensive income (loss): | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Foreign currency translation | | | (187 | ) | | | 350 | | | | (3 | ) | | | 259 | |
| | | | | | | | | | | | | | | | | |
| Total other comprehensive income (loss) | | | (187 | ) | | | 350 | | | | (3 | ) | | | 259 | |
| | | | | | | | | | | | | | | | | |
| Comprehensive income | | $ | 1,473 | | | $ | 1,959 | | | $ | 4,786 | | | $ | 4,518 | |
3. INCOME TAXES
The Company’s effective tax rate increased to 38.8% for the six-month period ended June 30, 2010, compared to 37.3% for the same period in 2009 due to projected taxable income moving the Company’s federal tax rate from 34% to 35%. This increased rate also adjusted deferred tax balances by $152,000 with the offset to income tax expense. These increases were partially offset by a decrease in Canadian statutory income tax rates and increases in tax credits from a state tax incentive program. The Company’s projected annualized effective tax rate for 2010 is 37.7%.
The unrecognized tax benefits were increased by $5,000 during the six-month period ended June 30, 2010, for a balance of $546,000. The Company's policy is to recognize potential accrued interest and penalties related to unrecognized tax benefits in income tax expense.
4. NOTES PAYABLE
On December 19, 2008, the Company borrowed $9.0 million under a term note to partially finance the acquisition of MIV. The term note is payable in 35 equal installments of $97,000 with the balance of principal and interest payable in a balloon payment due on December 31, 2011. Borrowings under the term note bear interest at a rate of 5.2% per year. In July 2010, the Company refinanced the existing term loan with a $6.9 million term loan. The new term loan is payable in 35 monthly installments of $80,104 with a balloon payment for the remaining principal balance and interest due on July 31, 2013. Borrowings under the new term loan bear interest at a rate of 3.79% per year.
The term note is secured by certain of the Company’s assets, including the Company’s land, building, accounts receivable and intangible assets. The term note contains various restrictions and covenants applicable to the Company, including requirements that the Company maintain certain financial ratios at prescribed levels and restrictions on the ability of the Company to consolidate or merge, create liens, incur additional indebtedness or dispose of assets. As of June 30, 2010, the Company was in compliance with these restrictions and covenants. The new term loan has the same collateralization, covenants and restrictions as the previous term note.
The Company also entered into a revolving credit note in 2006. The maximum aggregate amount available under the revolving credit note was originally $3.5 million, but an addendum to the note dated March 26, 2008, changed the amount to $6.5 million. The revolving credit note was renewed in July 2010 to extend the term to June 30, 2011. The Company may borrow, repay and re-borrow amounts under the revolving credit note from time to time until its maturity on June 30, 2011.
The maximum aggregate amount available under the revolving credit note of $6.5 million is subject to a borrowing base equal to 75% of the Company’s eligible accounts receivable. Borrowings under the renewed revolving credit note bear interest at a variable annual rate equal to 1) 2.5% plus the daily reset one-month LIBOR rate or 2) 2.2% plus the 1-, 2-, 3-, 6- or 12-month LIBOR rate, or 3) the bank’s Money Market Loan Rate. As of June 30, 2010, the revolving credit note did not have a balance. According to borrowing base requirements, the Company had the capacity to borrow $5.9 million as of June 30, 2010.
5. SHARE-BASED COMPENSATION
The Company measures and recognizes compensation expense for all share-based payments. The compensation expense is recognized based on the grant-date fair value of those awards. All of the Company’s existing stock option awards and non-vested stock awards have been determined to be equity-classified awards.
The National Research Corporation 2004 Non-Employee Director Stock Plan (the “2004 Director Plan”) is a nonqualified plan that provides for the granting of options with respect to 550,000 shares of the Company’s common stock. The 2004 Director Plan provides for grants of nonqualified options to each director of the Company who is not employed by the Company. On the date of each annual meeting of shareholders of the Company, options to purchase 12,000 shares of the Company’s common stock are granted to directors that are re-elected or retained as a director at such meeting. On May 7, 2009, the Board of Directors amended the plan to increase the number of shares of common stock authorized for issuance under the plan from 250,000 to 550,000 shares, and the Company’s shareholders approved the increase at the annual meeting on May 7, 2010. The grants of options to directors on the date of the 2009 annual meeting of shareholders were also approved by the Company’s shareholders at the 2010 annual meeting of shareholders.
The following table summarizes stock option activity under the Company’s 2001 and 2006 Equity Incentive Plans, the 1997 Equity Incentive Plan (under which no additional options will be granted) and the 2004 Director Plan for the six months ended June 30, 2010.
| | | Number of Options | | | Weighted Average Exercise Price | | | Weighted Average Remaining Contractual Terms Years | | | Aggregate Intrinsic Value | |
| Outstanding at December 31, 2009 | | | 577,822 | | | $ | 22.06 | | | | | | | |
| Granted | | | 122,647 | | | $ | 23.58 | | | | | | | |
| Exercised | | | (2,000 | ) | | $ | 15.46 | | | | | | | |
| Outstanding at June 30, 2010 | | | 698,469 | | | $ | 22.34 | | | | 5.96 | | | $ | 15,603,797 | |
| Exercisable at June 30, 2010 | | | 349,319 | | | $ | 20.73 | | | | 6.13 | | | $ | 7,241,383 | |
Options to purchase shares of common stock were granted with exercise prices equal to the fair value of the common stock on the date of grant. The fair value of stock options granted was estimated using a Black-Scholes valuation model with the following assumptions:
| | 2010 | | 2009 |
| | | | |
| Expected dividend yield at date of grant | 2.86 to 3.09% | | 1.93 to 2.35% |
| Expected stock price volatility | 31.20 to 27.00% | | 24.20 to 30.20% |
| Risk-free interest rate | 2.13 to 2.56% | | 1.55 to 2.15% |
| Expected life of options (in years) | 4.00 to 6.00 | | 4.00 to 6.00 |
The risk-free interest rate assumptions were based on the U.S. Treasury yield curve in effect at the time of the grant. The expected volatility was based on historical monthly price changes of the common stock based on the expected life of the options at the date of grant. The expected life of options is the average number of years the Company estimates that options will be outstanding prior to exercise. The Company considers groups of associates who have similar historical exercise behavior separately for valuation purposes.
The following table summarizes information regarding non-vested shares of common stock granted to associates under the 2001 Equity Incentive Plan for the six-month period ended:
| | | Shares Outstanding | | | Weighted Average Grant Date Fair Value Per Share | |
| Outstanding at December 31, 2009 | | | 21,956 | | | $ | 21.68 | |
| Granted | | | 9,238 | | | $ | 21.65 | |
| Vested | | | (8,558 | ) | | $ | 23.37 | |
| Forfeited | | | -- | | | | -- | |
| Outstanding at June 30, 2010 | | | 22,636 | | | $ | 21.03 | |
As of June 30, 2010, the total unrecognized compensation cost related to non-vested stock awards was approximately $245,000 and is expected to be recognized over a weighted average period of 3.70 years.
6. GOODWILL AND OTHER INTANGIBLE ASSETS
The following represents a summary of changes in the Company’s carrying amount of goodwill for the six months ended June 30, 2010.
| | | (In thousands) | |
| Balance as of December 31, 2009 | | $ | 39,924 | |
| Foreign currency translation | | | 3 | |
| Balance as of June 30, 2010 | | $ | 39,927 | |
Intangible assets consisted of the following:
| | | June 30, 2010 | | | December 31, 2009 | |
| | | (In thousands) | |
| Non-amortizing other intangible assets: | | | | | | |
| Trade name | | | 1,191 | | | | 1,191 | |
| Amortizing other intangible assets: | | | | | | | | |
| Customer related intangibles | | | 8,174 | | | | 8,174 | |
| Trade name | | | 1,572 | | | | 1,572 | |
| Total other intangible assets | | | 10,937 | | | | 10,937 | |
| Less accumulated amortization | | | (4,630 | ) | | | (4,054 | ) |
| Other intangible assets, net | | $ | 6,307 | | | $ | 6,883 | |
7. PROPERTY AND EQUIPMENT
| | | June 30, 2010 | | | December 31, 2009 | |
| | | (In thousands) | |
| Property and equipment | | $ | 25,514 | | | $ | 29,105 | |
| Accumulated depreciation | | | (12,483 | ) | | | (15,130 | ) |
| Property and equipment, net | | $ | 13,031 | | | $ | 13,975 | |
8. EARNINGS PER SHARE
Net income per share has been calculated and presented for “basic” and “diluted” data. “Basic” net income per share was computed by dividing net income by the weighted average number of common shares outstanding, whereas “diluted” net income per share was computed by dividing net income by the weighted average number of common shares outstanding adjusted for the dilutive effects of options and restricted stock. As of June 30, 2010 and 2009, the Company excluded 412,574 and 102,739 options for each period, respectively, from the diluted net income per share computation because their exercise or grant price exceeded the fair market value of the common stock on such date.
The following table shows the amounts used in computing earnings per share and the effect on the weighted average number of shares of dilutive potential common stock:
| | | Three months ended | | | Six months ended | |
| | | June 30, (in thousands) | | | June 30, (in thousands) | |
| | | 2010 | | | 2009 | | | 2010 | | | 2009 | |
| Weighted average shares and share equivalents - basic | | | 6,634 | | | | 6,637 | | | | 6,637 | | | | 6,635 | |
| Weighted average dilutive effect of options | | | 86 | | | | 84 | | | | 74 | | | | 74 | |
| Weighted average dilutive effect of restricted stock | | | 12 | | | | 13 | | | | 13 | | | | 11 | |
| Weighted average shares and share equivalents - dilutive | | | 6,732 | | | | 6,734 | | | | 6,724 | | | | 6,720 | |
9. ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS
In January 2010, the FASB amended fair value guidance to require companies to make new disclosures about recurring and or non-recurring fair value measurements including significant transfers into and out of Level 1 and Level 2 measurements. This guidance was effective for annual or interim reporting periods beginning after December 15, 2009. The adoption of this pronouncement has not had an effect on the consolidated financial statements, as it pertains only to disclosure requirements. In addition, as part of this guidance and effective for annual or interim reporting periods beginning after December 15, 2010, disclosure of purchases, sales, issuances, and settlement of assets must be on a gross basis for Level 3 measurements, where currently it is on a net basis. Also, the level of disaggregation will be increased by “class” instead of “major category.” Management believes this will not affect the consolidated financial statements as it pertains to only disclosure requirements.
In February 2010, the FASB changed guidance on “Subsequent Events.” Previous guidance established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The February 2010 update eliminated the requirement for a company that is required to file reports with the Securities and Exchange Commission (“SEC”) to disclose the date through which subsequent events have been evaluated, along with the requirement to disclose whether that date is the date the financial statements were issued or the date the financial statements were available to be issued. The adoption of this pronouncement has not had an effect on the consolidated financial statements, as it pertains only to disclosure requirements.
10. RECENT ACCOUNTING PRONOUNCEMENTS
In September 2009, the FASB issued new guidance for revenue recognition with multiple deliverables, which is effective for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, although early adoption is permitted. This guidance eliminates the residual method under the current guidance and replaces it with the “relative selling price” method when allocating revenue in a multiple deliverable arrangement. The selling price for each deliverable shall be determined using vendor specific objective evidence of selling price, if it exists, otherwise third-party evidence of selling price. If neither exists for a deliverable, the vendor shall use its best estimate of the selling price for that deliverable. After adoption, this guidance will also require expanded qualitative and quantitative disclosures. As of June 30, 2010, the Company is assessing the potential impact on its financial position and results of operations.
11. RELATED PARTY TRANSACTIONS
A Board member of the Company also serves as an officer of Ameritas Life Insurance Corp. In connection with the Company’s regular assessment of its insurance-based associate benefits and the costs associated therewith, which is conducted by an independent insurance broker, the Company began purchasing dental insurance for certain of its associates from Ameritas in 2007 and vision insurance for certain of its associates from Ameritas in 2009. The total value of these purchases was $37,000 and $30,000 for the three-month periods and $74,000 and $55,000 for the six-month periods ended June 30, 2010 and 2009, respectively.
12. SUBSEQUENT EVENTS
On August 3, 2010, the Company acquired all of the issued and outstanding shares of stock and stock rights of Outcome Concept Systems, Inc. (“OCS”), a provider of clinical, financial and operational benchmarks and analytics to home care and hospice providers. The all-cash purchase price, excluding transaction costs, of $15.0 million plus a $1.3 million payment for the estimated working capital adjustment, was funded with available cash on hand and borrowings of $1.3 million under the Company’s existing revolving credit note and $10.0 million under a new term note. The new term note is payable in 35 monthly installments of $121,190 with a balloon payment for the remaining principal balance and interest due on July 31, 2013. Borrowings under the term note bear interest at a rate of 3.79% per year. The term note is secured by certain of the Company’s assets including land, building, accounts receivable and intangible assets. The term note contains the same covenants and restrictions included in the Company’s other term borrowings described in Note 4.
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
The Company believes it is a leading provider of ongoing survey-based performance measurement, analysis, tracking, improvement services and governance education to the healthcare industry in the United States and Canada. Since 1981, the Company has provided these services using traditional market research methodologies, such as direct mail, telephone-based surveys, focus groups and in-person interviews. The current primary data collection methodology used is direct mail, but the Company uses other methodologies for certain types of studies. The Company addresses the growing need of healthcare providers, payers, nursing homes, and assisted living facilities to measure the care outcomes, specifically experience and health status of their patients and/or members, and provides information on governance issues. The Company develops tools that enable healthcare organizations to obtain performance measurement information necessary to comply with industry and regulatory standards, and to improve their business practices so they can maximize new member and/or patient attraction, experience, member retention and profitability. The Company believes that a driver of its future growth, and the growth of its industry in general, will be the increase in demand for performance measurement, improvement, and educational services as a result of more public reporting programs. The Company’s primary types of information services are renewable performance tracking and improvement services, custom research, subscription-based educational services, and a renewable syndicated service.
Results of Operations
The following table sets forth for the periods indicated, select financial information derived from the Company’s consolidated financial statements expressed as a percentage of total revenue. The trends illustrated in the following table may not necessarily be indicative of future results. The discussion that follows the table should be read in conjunction with the condensed consolidated financial statements.
| | | Three months ended | | | Six months ended | |
| | | June 30, | | | June 30, | |
| | | 2010 | | | 2009 | | | 2010 | | | 2009 | |
| | | | | | | | | | | | | |
| Revenue: | | | 100.0 | % | | | 100.0 | % | | | 100.0 | % | | | 100.0 | % |
| | | | | | | | | | | | | | | | | |
| Operating expenses: | | | | | | | | | | | | | | | | |
| Direct expenses | | | 41.6 | | | | 45.0 | | | | 39.1 | | | | 43.7 | |
| Selling, general and administrative | | | 32.1 | | | | 28.6 | | | | 28.6 | | | | 26.4 | |
| Depreciation and amortization | | | 7.5 | | | | 6.5 | | | | 6.9 | | | | 6.6 | |
| Total operating expenses | | | 81.2 | | | | 80.1 | | | | 74.6 | | | | 76.7 | |
| | | | | | | | | | | | | | | | | |
| Operating income | | | 18.8 | % | | | 19.9 | % | | | 25.4 | % | | | 23.3 | % |
Three Months Ended June 30, 2010, Compared to Three Months Ended June 30, 2009
Revenue. Revenue for the three-month period ended June 30, 2010, increased 4.0% to $14.1 million, compared to $13.6 million in the three-month period ended June 30, 2009. The increase was due to the addition of new clients and expanded sales from existing clients.
Direct expenses. Direct expenses decreased 3.9% to $5.9 million in the three-month period ended June 30, 2010, compared to $6.1 million in the same period during 2009. Direct expenses decreased due to the growth in subscription-based products with lower variable costs and increased use of more cost efficient survey methodology, as well as staffing reductions. Direct expenses decreased as a percentage of revenue to 41.6% in the three-month period ended June 30, 2010, from 45.0% during the same period of 2009.
Selling, general and administrative expenses. Selling, general and administrative expenses increased 16.9% to $4.5 million for the three-month period ended June 30, 2010, compared to $3.9 million for the same period in 2009. The increase was primarily due to expansion of the sales force, the addition of several executives in various leadership roles, and transaction costs related to the OCS acquisition. Selling, general, and administrative expenses increased as a percentage of revenue to 32.1% for the three-month period ended June 30, 2010, from 28.6% for the same period in 2009.
Depreciation and amortization. Depreciation and amortization expenses increased 18.9% to $1.1 million for the three-month period ended June 30, 2010, compared to $891,000 for the same period in 2009 primarily due to a large software project that was placed into service at the end of 2009. Depreciation and amortization expenses as a percentage of revenue increased to 7.5% for the three-month period ended June 30, 2010, from 6.5% in the same period of 2009.
Provision for income taxes. The provision for income taxes totaled $956,000 (36.5% effective tax rate) for the three-month period ended June 30, 2010, compared to $910,000 (36.1% effective tax rate) for the same period in 2009. The effective tax rate increased during 2010 based on projected taxable income, moving the Company’s federal tax rate from 34% to 35%. This increase was partially offset by a decrease in Canadian statutory income tax rates and increases in tax credits from a state tax incentive program.
Six Months Ended June 30, 2010, Compared to Six Months Ended June 30, 2009
Revenue. Revenue for the six-month period ended June 30, 2010, increased 3.9% to $31.5 million compared to $30.3 million in the six-month period ended June 30, 2009. The increase was due to the addition of new clients and expanded sales from existing clients.
Direct expenses. Direct expenses decreased 6.9% to $12.3 million in the six-month period ended June 30, 2010, compared to $13.2 million in the same period during 2009. The change was primarily due to the growth in subscription-based products with lower variable costs and increased use of more cost efficient survey methodology, as well as staffing reductions. Direct expenses decreased as a percentage of revenue to 39.1% in the six-month period ended June 30, 2010, from 43.7% during the same period of 2009.
Selling, general and administrative expenses. Selling, general and administrative expenses increased 12.5% to $9.0 million for the six-month period ended June 30, 2010, compared to $8.0 million for the same period in 2009. The change was primarily due to expansion of the sales force, the addition of several executives in various leadership roles, and transaction costs related to the OCS acquisition. Selling, general, and administrative expenses increased as a percentage of revenue to 28.6% for the six-month period ended June 30, 2010, from 26.4% for the same period in 2009.
Depreciation and amortization. Depreciation and amortization expenses for the six-month period ended June 30, 2010, increased 7.8% to $2.2 million, compared to $2.0 million for the same period in 2009, primarily due to a large software project that was placed into service at the end of 2009. Depreciation and amortization expenses as a percentage of revenue increased to 6.9% in the six-month period ended June 30, 2010, from 6.6% in the same period of 2009.
Provision for income taxes. The provision for income taxes totaled $3.0 million (38.8% effective tax rate) for the six-month period ended June 30, 2010, compared to $2.5 million (37.3% effective tax rate) for the same period in 2009. The effective tax rate is higher in 2010 based on projected taxable income moving the Company’s federal tax rate from 34% to 35%. This increased rate also adjusted deferred tax balances by $152,000 with the offset to income tax expense. These increases were partially offset by a decrease in Canadian statutory income tax rates and increases in tax credits from a state tax incentive program.
In March 2010, President Obama signed into law the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010. The new legislation makes extensive changes to the current system of healthcare insurance and benefits that will include changes in Medicare and Medicaid payment policies and other healthcare delivery reforms that could potentially impact the Company’s business. At this time, it is difficult to estimate this impact to the Company, however, it is expected that the Company’s healthcare costs could increase in 2011 as a result of this legislation. The Company will continue to assess what effect this legislation will have on future revenue as it better understands the impact on its clients.
Liquidity and Capital Resources
The Company believes it has adequate capital resources and operating cash flow to meet its projected capital and debt maturity needs for the foreseeable future. Requirements for working capital, capital expenditures, and debt maturities will continue to be funded by operations and the Company’s borrowing arrangements.
Working Capital
The Company had a working capital deficiency of $1.4 million as of June 30, 2010, compared to a working capital deficiency of $4.4 million on December 31, 2009. The decrease in the working capital deficiency was primarily due to a $4.7 million increase in cash and cash equivalents and a $2.7 million increase in accounts receivable, partially offset by an increase in deferred revenue of $4.0 million. The working capital deficiency balance was primarily due to a deferred revenue balance of $15.9 million as of June 30, 2010, and $11.9 million as of December 31, 2009.
The deferred revenue balance is mainly due to timing of initial billings on new and renewal contracts. The Company typically invoices clients for half or more of the contract value at the start of the contract. Billed amounts are recorded as billings in excess of revenue earned, or deferred revenue, on the Company’s consolidated financial statements, and are recognized as income when earned. In addition, when work is performed in advance of billing, the Company records this work as revenue earned in excess of billings, or unbilled revenue. Substantially all deferred revenue and all unbilled revenue will be earned and billed respectively, within 12 months.
Cash Flows
Net cash provided by operating activities was $9.2 million and $7.6 million for the six-month periods ended June 30, 2010, and June 30, 2009, respectively, an increase of $1.5 million, or approximately 19.8%. The increase in cash provided by operating activities is primarily the result of an increase of $2.9 million in the change in deferred revenue, partially offset by an increase in the change in accounts receivables and unbilled revenue of $1.6 million. The increases in deferred revenue collections and accounts receivable balances are primarily the result of $2.0 million in new sales compared to the same period in 2009, with the majority of the contract amounts billed at the start of the contract. The decrease in unbilled revenue is primarily the result of changes in the timing of billing and growth in subscription-based contracts which are normally billed fully at the start of the contract. The remaining $300,000 increase in cash provided by operating activities is attributable to increased net income adjusted for non-cash changes including depreciation and amortization, deferred income taxes, and share-based compensation.
Net cash used in investing activities was $760,000 and $2.1 million for the six-month periods ended June 30, 2010, and June 30, 2009, respectively, a decrease of $1.3 million, or approximately 63.5%. The decrease in cash used by investing activities is due to a decrease of $1.5 million in property and equipment purchases, partially offset by a $172,000 earn-out payment related to the MIV acquisition.
Net cash used in financing activities was $3.7 million and $6.3 million for the six-month periods ended June 30, 2010, and June 30, 2009, respectively, a decrease of $2.7 million, or approximately 42.3%. The decrease in cash used by financing activities is principally due to a $7.2 million decrease in payments on the Company’s term note and revolving credit note, partially offset by a $3.7 million decrease in proceeds from borrowings on the revolving credit note. These decreases were partially offset by an increase in dividends paid of $398,000. Additionally, the Company’s treasury stock purchases increased by $399,000.
The effect of changes in foreign exchange rates (decreased) increased cash and cash equivalents by ($7,000) and $80,000 in the six-month periods ended June 30, 2010, and 2009, respectively.
Capital Expenditures
Cash paid for capital expenditures for the six-month period ended June 30, 2010 was $588,000. The Company expects that the additional capital expenditures during 2010 will be primarily for computer hardware and software, production equipment and furniture, and will be funded by cash generated from operations.
Debt and Equity
On December 19, 2008, the Company borrowed $9.0 million under a term note to partially finance the acquisition of MIV. The term note is payable in 35 equal installments of $97,000 with the balance of principal and interest payable in a balloon payment due on December 31, 2011. Borrowings under the term note bear interest at a rate of 5.2% per year. In July 2010 the Company refinanced the existing term loan with a $6.9 million term loan. The new term loan is payable in 35 monthly installments of $80,104 with a balloon payment for the remaining principal balance and interest due on July 31, 2013. Borrowings under the new term loan bear interest at a rate of 3.79% per year.
The term note is secured by certain of the Company’s assets, including the Company’s land, building, accounts receivable and intangible assets. The term note contains various restrictions and covenants applicable to the Company, including requirements that the Company maintain certain financial ratios at prescribed levels and restrictions on the ability of the Company to consolidate or merge, create liens, incur additional indebtedness or dispose of assets. As of June 30, 2010, the Company was in compliance with these restrictions and covenants. The new term loan has the same collateralization and covenants and restrictions as the previous term note.
The Company also entered into a revolving credit note in 2006. The maximum aggregate amount available under the revolving credit note was originally $3.5 million, but an addendum to the note dated March 26, 2008, changed the amount to $6.5 million. The revolving credit note was renewed in July 2010 to extend the term to June 30, 2011. The Company may borrow, repay and re-borrow amounts under the revolving credit note from time to time until its maturity on June 30, 2011.
The maximum aggregate amount available under the revolving credit note of $6.5 million is subject to a borrowing base equal to 75% of the Company’s eligible accounts receivable. Borrowings under the revolving credit note bear interest at a variable annual rate equal to 1) 2.5% plus the daily reset one-month LIBOR rate, or 2) 2.2% plus the 1-, 2-, 3-, 6- or 12-month LIBOR rate, or 3) the bank’s Money Market Loan Rate. As of June 30, 2010, the revolving credit note did not have a balance. According to borrowing base requirements, the Company had the capacity to borrow $5.9 million as of June 30, 2010.
The agreement under which the Company acquired MIV provides for contingent earn-out payments over three years based on growth in revenue and earnings. The 2009 earn-out payment, paid in February 2010, was $172,000 net of closing valuation adjustments. The Company currently estimates that the earn-outs for 2010 and 2011 could be $2.0 to $3.0 million for each year, and expects to fund these through cash flow from operations.
Shareholders’ equity increased $2.2 million to $46.4 million as of June 30, 2010, from $44.2 million as of December 31, 2009. The increase was primarily due to net income of $4.8 million, partly offset by dividends paid of $2.5 million.
On August 3, 2010, the Company acquired all of the issued and outstanding shares of stock and stock rights of OCS, a leading provider of clinical, financial and operational benchmarks and analytics to home care and hospice providers. The OCS acquisition complements and expands the Company’s product offerings across the continuum of care. The all-cash purchase price, excluding transaction costs, of $15.0 million, plus a $1.3 million payment for the estimated working capital adjustment, was funded with available cash on hand and borrowings of $1.3 million under the Company’s existing revolving credit note and $10.0 million under a new term note. The new term note is payable in 35 monthly installments of $121,190 with a balloon payment for the remaining principal balance and interest due on July 31, 2013. Borrowings under the term note bear interest at a rate of 3.79% per year. The term note is secured by certain of the Company’s assets including land, building, accounts receivable and intangible assets. The term note contains the same covenants and restrictions included in the Company’s other term borrowings.
Stock Repurchase Program
In February 2006, the Board of Directors of the Company authorized the repurchase of 750,000 shares of common stock in the open market or in privately negotiated transactions. As of June 30, 2010, the remaining number of shares that could be purchased under this authorization was 268,717.
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
The Company has not experienced any material changes in its market risk exposures since December 31, 2009.
ITEM 4. Controls and Procedures
The Company’s management, with the participation of the Company’s principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report and has concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective.
There have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II – Other Information
Risk factors relating to the Company are contained in Part I, Item 1A of its Annual Report on Form 10-K for the fiscal year ended December 31, 2009. No material change to such risk factors has occurred during the three months ended June 30, 2010.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
In February 2006, the Board of Directors of the Company authorized the repurchase of an additional 750,000 shares of Common Stock in the open market or in privately negotiated transactions. Unless terminated earlier by resolution of the Company’s Board of Directors, the repurchase program will expire when the Company has repurchased all shares authorized for repurchase thereunder. As of August 6, 2010, 481,283 shares have been repurchased under that authorization.
The table below summarizes stock repurchases for the three-month period ended June 30, 2010.
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 of Shares that May Yet Be Purchased Under the Plans or Programs | |
| | | | | | | | | | | | | |
| April 1 – April 30, 2010 | | | 0 | | | $ | 0.00 | | | | 0 | | | | 275,317 | |
| May 1 – May 31, 2010 | | | 6,600 | | | $ | 24.65 | | | | 6,600 | | | | 268,717 | |
| June 1 – June 30, 2010 | | | 0 | | | $ | 0.00 | | | | 0 | | | | 268,717 | |
ITEM 6. Exhibits
The exhibits listed in the accompanying index of exhibits are filed as part of this Quarterly Report on Form 10-Q.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | NATIONAL RESEARCH CORPORATION | |
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| Date: August 13, 2010 | By: | /s/ Michael D. Hays | |
| | | Michael D. Hays | |
| | | President and Chief Executive Officer (Principal Executive Officer) | |
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| Date: August 13, 2010 | By: | /s/ Patrick E. Beans | |
| | | Patrick E. Beans Vice President, Treasurer, Secretary and Chief Financial Officer (Principal Financial and Accounting Officer) | |
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NATIONAL RESEARCH CORPORATION
EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10-Q
For the Quarterly Period ended June 30, 2010
Exhibit
| (10) | National Research Corporation 2004 Director Stock Plan, as amended. |
| (31.1) | Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934. |
| (31.2) | Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934. |
| (32) | Written Statement of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350. |
