Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 31, 2015 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding (in shares) | 3,502,344 | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding (in shares) | 20,801,172 | |
Entity Registrant Name | National Research Corporation | |
Entity Central Index Key | 70,487 | |
Trading Symbol | nrci | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Common Class A [Member] | ||
Shareholders’ equity: | ||
Common stock, value | $ 26,000 | $ 25,000 |
Common Class B [Member] | ||
Shareholders’ equity: | ||
Common stock, value | 4,000 | 4,000 |
Cash and cash equivalents | 37,580,000 | 40,042,000 |
Trade accounts receivable, less allowance for doubtful accounts of $196 and $201 in 2015 and 2014, respectively | 12,889,000 | 8,116,000 |
Unbilled revenue | 1,108,000 | 1,169,000 |
Prepaid expenses | 1,686,000 | 1,418,000 |
Income tax receivable | 723,000 | 1,100,000 |
Deferred income taxes | 453,000 | 349,000 |
Other current assets | 287,000 | 994,000 |
Assets held-for-sale | 1,341,000 | |
Total current assets | 56,067,000 | 53,188,000 |
Property and equipment, net | 11,161,000 | 12,143,000 |
Intangible assets, net | 3,969,000 | 5,456,000 |
Goodwill | 57,867,000 | 58,489,000 |
Other | 412,000 | 234,000 |
Total assets | 129,476,000 | 129,510,000 |
Current portion of notes payable | 2,383,000 | 2,328,000 |
Accounts payable | 1,221,000 | 830,000 |
Accrued wages, bonus and profit sharing | 4,730,000 | 4,365,000 |
Accrued expenses | 5,149,000 | 5,047,000 |
Current portion of capital lease obligations | $ 79,000 | 151,000 |
Income taxes payable | 110,000 | |
Deferred revenue | $ 17,454,000 | 15,095,000 |
Liabilities held-for-sale | 568,000 | |
Total current liabilities | 31,584,000 | 27,926,000 |
Notes payable, net of current portion | 3,945,000 | 5,740,000 |
Deferred income taxes | 6,811,000 | 7,432,000 |
Deferred revenue | 24,000 | 123,000 |
Other long term liabilities | 522,000 | 541,000 |
Total liabilities | 42,886,000 | 41,762,000 |
Preferred stock, $0.01 par value; authorized 2,000,000 shares, none issued | 0 | 0 |
Additional paid-in capital | 43,335,000 | 44,864,000 |
Retained earnings | 77,826,000 | 73,686,000 |
Accumulated other comprehensive loss | (2,570,000) | (773,000) |
Treasury stock, at cost; 4,735,175 Class A shares, 759,943 Class B shares in 2015 and 4,581,376 Class A shares, 757,024 Class B shares in 2014 | (32,031,000) | (30,058,000) |
Total shareholders’ equity | 86,590,000 | 87,748,000 |
Total liabilities and shareholders’ equity | $ 129,476,000 | $ 129,510,000 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Common Class A [Member] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 60,000,000 | 60,000,000 |
Common stock, shares issued (in shares) | 25,538,056 | 25,475,662 |
Common stock, shares outstanding (in shares) | 20,802,881 | 20,894,286 |
Treasury stock, shares (in shares) | 4,735,175 | 4,581,376 |
Common Class B [Member] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 80,000,000 | 80,000,000 |
Common stock, shares issued (in shares) | 4,262,287 | 4,251,889 |
Common stock, shares outstanding (in shares) | 3,502,344 | 3,494,865 |
Treasury stock, shares (in shares) | 759,943 | 757,024 |
Allowance for doubtful accounts | $ 196 | $ 201 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Common Class A [Member] | ||||
Other income (expense): | ||||
Net income | $ 2,060 | $ 2,272 | $ 5,825 | $ 7,016 |
Basic Earnings Per Share: | ||||
Basic earnings per share (in dollars per share) | $ 0.10 | $ 0.11 | $ 0.28 | $ 0.34 |
Diluted Earnings Per Share: | ||||
Diluted earnings per share (in dollars per share) | 0.10 | $ 0.11 | 0.28 | $ 0.33 |
Dividends Per Share of Common Stock: | ||||
Dividends per share (in dollars per share) | $ 0.06 | $ 0.18 | ||
Weighted average shares and share equivalents outstanding: | ||||
Weighted average shares and share equivalents outstanding, basic (in shares) | 20,726 | 20,771 | 20,769 | 20,761 |
Weighted average shares and share equivalents outstanding, diluted (in shares) | 20,937 | 21,035 | 21,002 | 21,078 |
Common Class B [Member] | ||||
Other income (expense): | ||||
Net income | $ 2,078 | $ 2,280 | $ 5,858 | $ 7,041 |
Basic Earnings Per Share: | ||||
Basic earnings per share (in dollars per share) | $ 0.59 | $ 0.66 | $ 1.67 | $ 2.03 |
Diluted Earnings Per Share: | ||||
Diluted earnings per share (in dollars per share) | 0.59 | $ 0.64 | 1.65 | $ 1.99 |
Dividends Per Share of Common Stock: | ||||
Dividends per share (in dollars per share) | $ 0.36 | $ 1.08 | ||
Weighted average shares and share equivalents outstanding: | ||||
Weighted average shares and share equivalents outstanding, basic (in shares) | 3,478 | 3,474 | 3,478 | 3,472 |
Weighted average shares and share equivalents outstanding, diluted (in shares) | 3,521 | 3,536 | 3,522 | 3,538 |
Revenue | $ 25,244 | $ 23,682 | $ 75,979 | $ 73,713 |
Direct | 11,006 | 9,769 | 33,246 | 30,871 |
Selling, general and administrative | 6,620 | 5,805 | 20,883 | 18,154 |
Depreciation and amortization | 1,070 | 949 | 3,109 | 2,810 |
Total operating expenses | 18,696 | 16,523 | 57,238 | 51,835 |
Operating income | 6,548 | 7,159 | 18,741 | 21,878 |
Interest income | 14 | 22 | 46 | 58 |
Interest expense | (52) | (76) | (172) | (236) |
Other, net | (25) | 2 | (22) | 16 |
Total other expense | (63) | (52) | (148) | (162) |
Income before income taxes | 6,485 | 7,107 | 18,593 | 21,716 |
Provision for income taxes | 2,346 | 2,555 | 6,910 | 7,659 |
Net income | $ 4,139 | $ 4,552 | $ 11,683 | $ 14,057 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net income | $ 4,139 | $ 4,552 | $ 11,683 | $ 14,057 |
Other comprehensive loss: | ||||
Foreign currency translation adjustment | (1,028) | (590) | (1,797) | (533) |
Other comprehensive loss | (1,028) | (590) | (1,797) | (533) |
Comprehensive Income | $ 3,111 | $ 3,962 | $ 9,886 | $ 13,524 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 11,683,000 | $ 14,057,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 3,109,000 | 2,810,000 |
Deferred income taxes | (544,000) | (81,000) |
Non-cash share-based compensation expense | 925,000 | 398,000 |
Tax benefit from exercise of stock options | $ 14,000 | 73,000 |
Loss on disposal of property and equipment | 1,000 | |
Reserve for uncertain tax positions | $ 36,000 | $ 25,000 |
Write off of purchase option | 657,000 | |
Net changes in assets and liabilities: | ||
Trade accounts receivable | (5,101,000) | $ 41,000 |
Unbilled revenue | 35,000 | 144,000 |
Prepaid expenses | (279,000) | (176,000) |
Accounts payable | 247,000 | (47,000) |
Accrued expenses, wages, bonuses and profit sharing | 1,010,000 | 124,000 |
Income taxes receivable and payable | 53,000 | 227,000 |
Deferred revenue | 2,931,000 | 3,020,000 |
Net cash provided by operating activities | 14,776,000 | 20,616,000 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (2,207,000) | (2,100,000) |
Net cash used in investing activities | (2,207,000) | (2,100,000) |
Cash flows from financing activities: | ||
Payments on notes payable | (1,740,000) | (1,686,000) |
Payments on capital lease obligations | (148,000) | (117,000) |
Proceeds from exercise of stock options | 408,000 | |
Common stock withheld for payroll tax on share based compensation | (92,000) | $ (308,000) |
Cash paid for non-controlling interest | (2,789,000) | |
Excess tax benefit from share-based compensation | 107,000 | $ 531,000 |
Purchase of treasury stock | (1,629,000) | |
Payment of dividends on common stock | (7,545,000) | |
Net cash used in financing activities | (13,836,000) | (1,172,000) |
Effect of exchange rate changes on cash | (1,195,000) | (373,000) |
(Decrease) increase in cash and cash equivalents | (2,462,000) | 16,971,000 |
Cash and cash equivalents at beginning of period | 40,042,000 | 22,092,000 |
Cash and cash equivalents at end of period | 37,580,000 | 39,063,000 |
Supplemental disclosure of cash paid for: | ||
Interest, net of capitalized amounts | 162,000 | 218,000 |
Income taxes | 7,339,000 | 7,054,000 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Assets purchased under capital lease | $ 20,000 | $ 248,000 |
Note 1 - Basis of Consolidation
Note 1 - Basis of Consolidation and Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | 1. BASIS OF CONSOLIDATION AND PRESENTATION The Company is a leading provider of analytics and insights that facilitate revenue growth, patient, employee and customer retention and patient engagement for healthcare providers, payers and other healthcare organizations in the United States and Canada. During the quarter ended March 31, 2015, the Company changed its operating segments from three to seven to reflect a change in corporate reporting structure to the Company’s Chief Executive Officer and chief operating decision maker. The Company’s seven operating segments are aggregated into one reporting segment because they have similar economic characteristics and meet the other aggregation criteria from the Financial Accounting Standards Board (“FASB”) guidance on segment disclosure. The seven operating segments are Experience, The Governance Institute, Market Insights, Reputation, Predictive Analytics, National Research Corporation Canada and Customer-Connect LLC (“Connect”), each of which offer a portfolio of solutions to address specific market needs around growth, retention, engagement and thought leadership for healthcare organizations. The condensed consolidated balance sheet of the Company at December 31, 2014, was derived from the Company’s audited consolidated balance sheet as of that date. All other financial statements contained herein are unaudited and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) the Company considers necessary for a fair presentation of financial position, results of operations and cash flows in accordance with accounting principles generally accepted in the United States. Information and footnote disclosures included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto that are included in the Company’s Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission (the “SEC”) on March 4, 2015. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiary, National Research Corporation Canada, and its majority-owned subsidiary, Connect. Prior to becoming a majority-owned subsidiary, the accounts of Connect, a variable interest entity for which NRC has been deemed the primary beneficiary, were included in the condensed consolidated financial statements of the Company. All significant intercompany transactions and balances have been eliminated. 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 its foreign subsidiary’s income statement balances at the average rate prevailing during the period. The Company records the resulting translation adjustment in accumulated other comprehensive loss, a component of shareholders’ equity. Since the undistributed earnings of the Company’s foreign subsidiary are considered to be indefinitely reinvested, no taxes were provided for on currency translation adjustments arising from converting the investment denominated in a foreign currency to U.S. dollars. 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) in the condensed 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; and (3) Level 3 Inputs—unobservable inputs. The following details the Company’s financial assets and liabilities within the fair value hierarchy at September 30, 2015, and December 31, 2014: Fair Values Measured on a Recurring Basis Level 1 Level 2 Level 3 Total (In thousands) As of September 30, 2015 Money Market Funds $ 7,911 $ -- $ -- $ 7,911 Commercial Paper 26,273 -- -- 26,273 Total $ 34,184 $ -- $ -- $ 34,184 As of December 31, 2014 Money Market Funds $ 9,442 $ -- $ -- $ 9,442 Commercial Paper 29,686 -- -- 29,686 Total $ 39,128 $ -- $ -- $ 39,128 The Company’s long-term debt is recorded at historical cost. The following are the carrying amounts and estimated fair values, using a Level 2 discounted cash flow analysis based primarily on estimated current rates available for debt of the same remaining duration and adjusted for nonperformance and credit risk: September 30, 2015 December 31, 2014 (In thousands) Total carrying amounts of long-term debt $ 6,328 $ 8,068 Estimated fair value of long-term debt $ 6,318 $ 7,997 The Company believes that the carrying amounts of trade accounts receivable, accounts payable and accrued expenses approximate their fair value due to the short maturity of those instruments. Other current assets were reduced by $657,000 in the first quarter of 2015 for the write-off of the purchase option of a potential acquisition. 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 September 30, 2015, and December 31, 2014, there was no indication of impairment related to the Company’s non-financial assets. In connection with the January 1, 2015 revision to NRC’s operating segments, the composition of one reporting unit was divided and realigned to the new operating segments. Goodwill for this reporting unit was reassigned using the relative fair value approach. A goodwill impairment test was performed immediately before and after the reorganization of the reporting structure to determine whether the reorganization masked a goodwill impairment charge. The estimated fair value of each reporting unit was calculated using a discounted cash flow methodology. The discounted cash flows are based on the Company’s strategic plans and best estimates of revenue growth and operating profit by each reporting unit. This analysis requires the exercise of significant judgment, including the identification of reporting units and assumptions about appropriate discount rates, perpetual growth rates, and the amount and timing of expected future cash flows. The analysis concluded that the estimated fair value of each reporting unit sufficiently exceeded the carrying value and thus no further evaluation of impairment was necessary. |
Note 2 - Connect
Note 2 - Connect | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Noncontrolling Interest Disclosure [Text Block] | 2. CONNECT Connect was formed in June 2013 to develop and commercialize the Connect programs. Connect programs provide healthcare organizations the technology to engage patients through real-time identification and management of individual patient needs, preferences, risks, and experiences. The platform ensures that organizations have access to a longitudinal view of the patient to more effectively manage patient engagement across the continuum of care. NRC had a 49% ownership interest in Connect. NG Customer-Connect, LLC held 25% interest, and the remaining 26% was held by Illuminate Health, LLC. NRC has agreed to lease certain employees to Connect. In return for a fee, Connect services the Company’s discharge call program clients. NRC has made capital contributions of $2.8 million to Connect, and will make additional capital contributions for up to $1.3 million on an as-needed basis as determined by the Board of Directors of Connect. Profits and losses are allocated under the hypothetical liquidation at book value approach. In July 2015, the Company acquired all of NG Customer-Connect, LLC’s interest in Connect and a portion of Illuminate Health, LLC’s interest in Connect for combined consideration of $2.8 million. Since the Company previously consolidated Connect, the transaction was accounted for as an equity transaction, resulting in a reduction to additional paid in capital. Following the transaction, the Company owns approximately 89% of Connect and Illuminate Health, LLC owns 11% of Connect. Under the amended Connect operating agreement, NRC has a future obligation to acquire additional equity units from Illuminate Health when new annual recurring contract value reaches targeted levels. NRC will be required to acquire approximately one-third of Illuminate Health, LLC’s equity units when new annual recurring contract value reaches each of $7 million, $14 million, and $20 million. |
Note 3 - Assets Held for Sale
Note 3 - Assets Held for Sale | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | 3. ASSETS HELD FOR SALE The Company is in discussions with a third party to potentially sell selected assets and liabilities of the Predictive Analytics operating segment. The lack of operating results from this business due to its divestiture will not have a major effect on our operations and financial results, and, accordingly, has not been classified as a discontinued operation for any of the periods presented. The sale is subject to the parties entering a final definitive agreement. The assets and liabilities classified as held for sale reflected in our Condensed Consolidated Balance Sheet at September 30, 2015 are as follows (in thousands): Prepaid Expenses $ 4 Property and equipment, net 341 Intangible assets, net 720 Goodwill 276 Total assets held-for-sale $ 1,341 Deferred revenue 568 Net assets held-for sale $ 773 |
Note 4 - Income Taxes
Note 4 - Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 4. INCOME TAXES The effective tax rate for the three-month period ended September 30, 2015 increased to 36.2% compared to 35.9% for the same period in 2014. The effective tax rate for the nine-month period ended September 30, 2015 increased to 37.2% compared to 35.3% for the same period in 2014. This increase was primarily due to a capital loss valuation allowance and higher projected state tax rates due to legislative changes and growth within the Company. The capital loss valuation was recorded due to the write-off of the purchase option of a potential acquisition that was not exercised on March 31, 2015. The option was extended until June 30, 2015 and terminated unexercised in June 2015. The Company is currently under a United States federal tax examination for the tax year ended December 31, 2013. The unrecognized tax benefit as of September 30, 2015, was $394,000, excluding interest of $9,000 and penalties of $7,000. Of this amount, $207,000 represents the net unrecognized tax benefits that, if recognized, would favorably impact the effective income tax rate. The remaining $187,000 at September 30, 2015 would have no impact on the effective tax rate, if recognized. The Company accrues interest and penalties related to uncertain tax position in the statements of income as income tax expense. |
Note 5 - Notes Payable
Note 5 - Notes Payable | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 5. NOTES PAYABLE The Company’s term note is payable in 60 monthly installments of $212,468. Borrowings under the term note bears interest at an annual rate of 3.12%. The outstanding balance of the term note at September 30, 2015 was $6.3 million. The Company also has a revolving credit note that was renewed in June 2015 to extend the term to June 30, 2016. The maximum aggregate amount available under the revolving credit note is $6.5 million, subject to a borrowing base equal to 75.0% of the Company’s eligible accounts receivable. Borrowings under the revolving credit note bear interest at a variable annual rate, with three rate options at the discretion of management as follows: (1) 2.5% plus the daily reset one-month London Interbank Offered Rate (“LIBOR”) or (2) 2.2% plus the one-, two- or three- month LIBOR rate, or (3) the bank’s one-, two, three, six, or twelve month Money Market Loan Rate. As of September 30, 2015 the revolving credit note did not have a balance. According to the borrowing base requirements, the Company had the capacity to borrow $6.5 million as of September 30, 2015. The term note and revolving credit note are secured by certain of the Company’s assets, including the Company’s land, building, trade accounts receivable and intangible assets. The term note and revolving credit note contain 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 September 30, 2015, the Company was in compliance with its financial covenants. |
Note 6 - Share-based Compensati
Note 6 - Share-based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 6. SHARE-BASED COMPENSATION The Company measures and recognizes compensation expense for all share-based payments based on the grant-date fair value of those awards. All of the Company’s existing stock option awards and unvested stock awards have been determined to be equity-classified awards. The Company’s 2001 Equity Incentive Plan provides for the granting of stock options, stock appreciation rights, restricted stock, performance shares and other share-based awards and benefits up to an aggregate of 1,800,000 class A and 300,000 class B shares of the Company’s common stock. Stock options granted may be either nonqualified or incentive stock options. Stock options vest over one to five years following the date of grant and option terms are generally five to ten years following the date of grant. The Company’s 2004 Non-Employee Director Stock Plan, as amended (the “2004 Director Plan”), is a nonqualified plan that provides for the granting of options with respect to 3,000,000 class A and 500,000 class B shares of the Company’s common stock. The 2004 Director Plan provides for grants of nonqualified stock options to each director of the Company who is not employed by the Company. On the date of each annual meeting of shareholders of the Company, options to purchase 36,000 class A shares and 6,000 class B shares of the Company’s common stock are granted to directors that are re-elected or retained as a director at such meeting. Stock options vest one year following the date of grant and option terms are generally ten years following the date of grant, or three years in the case of termination of the outside director’s service. The Company’s 2006 Equity Incentive Plan provides for the granting of stock options, stock appreciation rights, restricted stock, performance shares and other share-based awards and benefits up to an aggregate of 1,800,000 class A and 300,000 class B shares of the Company’s common stock. Stock options granted may be either incentive stock options or nonqualified stock options. Vesting terms vary with each grant and option terms are generally five to ten years following the date of grant. The Company granted options to purchase 225,306 shares of the Company’s class A common stock and 37,551 shares of the class B common stock during the nine-month period ended September 30, 2015. The Company granted options to purchase 204,166 shares of class A common stock and 32,217 shares of class B common stock during the nine-month period ended September 30, 2014. Options to purchase shares of common stock were granted with exercise prices equal to the fair value of the common stock on the date of grant. The fair value of the stock options granted was estimated using a Black-Scholes valuation model with the following assumptions: 2015 2014 Class A Class B Class A Class B Expected dividend yield at date of grant 2.14 to 2.57% 5.29 to 5.72% 1.47 to 1.97% 4.03 to 4.87% Expected stock price volatility 30.86 to 34.87% 29.96 to 33.94% 27.52 to 32.03% 30.13 to 32.65% Risk-free interest rate 1.55 to 1.78% 1.55 to 1.78% 1.63 to 2.37% 1.63 to 2.37% Expected life of options (in years) 5 to 7 5 to 7 5 to 7 5 to 7 The risk-free interest rate assumptions were based on the U.S. Treasury yield curve in effect at the time of the grant. The expected volatility was based on historical monthly price changes of the Company’s common stock based on the expected life of the options at the date of grant. The expected life of options is the average number of years the Company estimates that options will be outstanding. The Company considers groups of associates that have similar historical exercise behavior separately for valuation purposes. The following table summarizes stock option activity under the Company’s 2001 and 2006 Equity Incentive Plans and the 2004 Director Plan for the nine months ended September 30, 2015: Number of Weighted Average Exercise Price Weighted Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value (In thousands) Class A Outstanding at December 31, 2014 1,324,520 $ 11.07 Granted 225,306 $ 13.83 Exercised (25,983 ) $ 6.30 $ 179 Forfeited (56,105 ) $ 13.12 Outstanding at September 30, 2015 1,467,738 $ 11.50 6.10 $ 2,774 Exercisable at September 30, 2015 1,059,990 $ 11.04 5.41 $ 2,478 Class B Outstanding at December 31, 2014 213,470 $ 24.32 Granted 37,551 $ 34.85 Exercised (4,330 ) $ 14.82 $ 89 Forfeited (9,018 ) $ 27.61 Outstanding at September 30, 2015 237,673 $ 26.04 6.16 $ 2,047 Exercisable at September 30, 2015 170,663 $ 24.94 5.47 $ 1,703 The following table summarizes information regarding unvested stock granted to associates under the 2006 Equity Incentive Plan for the nine months ended September 30, 2015: Class A Shares Outstanding Class A Weighted Average Grant Date Fair Value Per Share Class B Shares Outstanding Class B Weighted Average Grant Date Fair Value Per Share Outstanding at December 31, 2014 110,647 $ 11.10 18,441 $ 36.42 Granted 52,660 $ 13.17 8,776 $ 35.48 Vested -- -- -- -- Forfeited (16,249 ) $ 5.39 (2,708 ) $ 32.31 Outstanding at September 30, 2015 147,058 $ 12.47 24,509 $ 36.54 As of September 30, 2015, the total unrecognized compensation cost related to unvested stock awards was approximately $2.0 million and is expected to be recognized over a weighted average period of 3.23 years. |
Note 7 - Goodwill and Other Int
Note 7 - Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | 7. GOODWILL AND OTHER INTANGIBLE ASSETS The following represents a summary of changes in the Company’s carrying amount of goodwill for the nine months ended September 30, 2015: (In thousands) Balance as of December 31, 2014 $ 58,489 Assets held-for-sale (276 ) Foreign currency translation (346 ) Balance as of September 30, 2015 $ 57,867 Intangible assets consisted of the following: September 30, 2015 December 31, 2014 (In thousands) Non-amortizing other intangible assets: Trade name $ 1,191 $ 1,191 Amortizing other intangible assets: Technology and Customer related intangibles 10,441 11,966 Non-compete agreements -- 430 Trade name 1,572 1,902 Total other intangible assets 13,204 15,489 Accumulated amortization (9,235 ) (10,033 ) Other intangible assets, net $ 3,969 $ 5,456 During the three months ended September 30, 2015, goodwill of $0.3 million and intangible assets of $2.2 million, less accumulated amortization of $1.3 million, related to our Predictive Analytics operating segment were reclassified to assets held for sale as described in Note 3. |
Note 8 - Property and Equipment
Note 8 - Property and Equipment | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | 8. PROPERTY AND EQUIPMENT September 30, 2015 December 31, 2014 (In thousands) Property and equipment $ 34,278 $ 34,732 Accumulated depreciation (23,117 ) (22,589 ) Property and equipment, net $ 11,161 $ 12,143 |
Note 9 - Earnings Per Share
Note 9 - Earnings Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 9. EARNINGS PER SHARE Net income per share of class A common stock and class B common stock is computed using the two-class method. Earnings per share under the two-class method treats unvested share-based payment awards with non-forfeitable rights to dividends as a separate class of securities. The Company’s unvested restricted stock grants are considered participating securities because the shares have the right to receive non-forfeitable dividends. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security by allocating earnings according to dividends declared and participating rights in undistributed earnings. Basic net income per share is computed by allocating undistributed earnings to common shares and using the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted-average number of common shares and, if dilutive, the potential common shares outstanding during the period, utilizing the two-class method for unvested restricted stock. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options. The dilutive effect of outstanding stock options is reflected in diluted earnings per share by application of the treasury stock method. The liquidation rights and the rights upon the consummation of an extraordinary transaction are the same for the holders of class A common stock and class B common stock. Other than share distributions and liquidation rights, the amount of any dividend or other distribution payable on each share of class A common stock will be equal to one-sixth (1/6 th For the Three Months Ended September 30, 2015 For the Three Months Ended September 30, 2014 Class A Common Stock Class B Common Stock Class A Common Stock Class B Common Stock (In thousands, except per share data) Numerator for net income per share - basic: Net income $ 2,060 $ 2,078 $ 2,272 $ 2,280 Allocation of distributed and undistributed income to unvested restricted stock shareholders (14 ) (14 ) -- -- Net income attributable to common shareholders $ 2,046 $ 2,064 $ 2,272 $ 2,280 Denominator for net income per share - basic: Weighted average common shares outstanding - basic 20,726 3,478 20,771 3,474 Net income per share – basic $ 0.10 $ 0.59 $ 0.11 $ 0.66 Numerator for net income per share - diluted: Net income attributable to common shareholders for basic computation $ 2,046 $ 2,064 $ 2,272 $ 2,280 Denominator for net income per share - diluted: Weighted average common shares outstanding - basic 20,726 3,478 20,771 3,474 Weighted average effect of dilutive securities – stock options 211 43 264 62 Denominator for diluted earnings per share – adjusted weighted average shares 20,937 3,521 21,035 3,536 Net income per share – diluted $ 0.10 $ 0.59 $ 0.11 $ 0.64 The Company excluded 736,350 and 546,614 shares of class A common stock options for the three-month periods ended September 30, 2015 and 2014, respectively, and 66,227 and 31,564 shares of class B common stock options for the three-month periods ended September 30, 2015 and 2014, respectively, from the diluted net income per share computation because the exercise or grant price exceeded the fair market value of the common stock on such date. For the Nine Months Ended September 30, 2015 For the Nine Months Ended September 30, 2014 Class A Common Stock Class B Common Stock Class A Common Stock Class B Common Stock (In thousands, except per share data) Numerator for net income per share - basic: Net income $ 5,825 $ 5,858 $ 7,016 $ 7,041 Allocation of distributed and undistributed income to unvested restricted stock shareholders (41 ) (41 ) -- -- Net income attributable to common shareholders $ 5,784 $ 5,817 $ 7,016 $ 7,041 Denominator for net income per share - basic: Weighted average common shares outstanding - basic 20,769 3,478 20,761 3,472 Net income per share – basic $ 0.28 $ 1.67 $ 0.34 $ 2.03 Numerator for net income per share - diluted: Net income attributable to common shareholders for basic computation $ 5,784 $ 5,817 $ 7,016 $ 7,041 Denominator for net income per share - diluted: Weighted average common shares outstanding - basic 20,769 3,478 20,761 3,472 Weighted average effect of dilutive securities – stock options 233 44 317 66 Denominator for diluted earnings per share – adjusted weighted average shares 21,002 3,522 21,078 3,538 Net income per share – diluted $ 0.28 $ 1.65 $ 0.33 $ 1.99 The Company excluded 535,474 and 329,397 shares of class A common stock options for the nine-month periods ended September 30, 2015 and 2014, respectively, and 55,801 and 17,772 shares of class B common stock options for the nine-month periods ended September 30, 2015 and 2014, respectively, from the diluted net income per share computation because the exercise or grant price exceeded the fair market value of the common stock on such date. |
Note 10 - Related Party Transac
Note 10 - Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 10. RELATED PARTY TRANSACTIONS A board member of the Company serves as an officer of Ameritas Life Insurance Corp. (“Ameritas”). In connection with the Company’s regular assessment of its insurance-based associate benefits, which is conducted by an independent insurance broker and the costs associated therewith, the Company purchases dental and vision insurance for certain of its associates from Ameritas. The total value of these purchases was $58,000 and $51,000 for the three-month periods and $169,000 and $155,000 for the nine-month periods ended September 30, 2015 and 2014, respectively. |
Note 11 - New Accounting Pronou
Note 11 - New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Description of New Accounting Pronouncements Not yet Adopted [Text Block] | 11. NEW ACCOUNTING PRONOUNCEMENTS In April 2014, the FASB issued Accounting Standards Update 2014-8 (“ASU 2014-8”) “ Reporting of Discontinued Operations and Disclosure of Disposals of Components of an Entity In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” In February 2015, the FASB issued ASU No. 2015-02, “Consolidation—Amendments to the Consolidation Analysis (Topic 810)” In April 2015, the FASB issued Accounting Standards Update No. 2015-05, “ Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement” |
Note 1 - Basis of Consolidati18
Note 1 - Basis of Consolidation and Presentation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value, Measurements, Recurring [Member] | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Level 1 Level 2 Level 3 Total (In thousands) As of September 30, 2015 Money Market Funds $ 7,911 $ -- $ -- $ 7,911 Commercial Paper 26,273 -- -- 26,273 Total $ 34,184 $ -- $ -- $ 34,184 As of December 31, 2014 Money Market Funds $ 9,442 $ -- $ -- $ 9,442 Commercial Paper 29,686 -- -- 29,686 Total $ 39,128 $ -- $ -- $ 39,128 |
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis [Table Text Block] | September 30, 2015 December 31, 2014 (In thousands) Total carrying amounts of long-term debt $ 6,328 $ 8,068 Estimated fair value of long-term debt $ 6,318 $ 7,997 |
Note 3 - Assets Held for Sale (
Note 3 - Assets Held for Sale (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | Prepaid Expenses $ 4 Property and equipment, net 341 Intangible assets, net 720 Goodwill 276 Total assets held-for-sale $ 1,341 Deferred revenue 568 Net assets held-for sale $ 773 |
Note 6 - Share-based Compensa20
Note 6 - Share-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2015 2014 Class A Class B Class A Class B Expected dividend yield at date of grant 2.14 to 2.57% 5.29 to 5.72% 1.47 to 1.97% 4.03 to 4.87% Expected stock price volatility 30.86 to 34.87% 29.96 to 33.94% 27.52 to 32.03% 30.13 to 32.65% Risk-free interest rate 1.55 to 1.78% 1.55 to 1.78% 1.63 to 2.37% 1.63 to 2.37% Expected life of options (in years) 5 to 7 5 to 7 5 to 7 5 to 7 |
Schedule of Share-based Compensation, Activity [Table Text Block] | Number of Weighted Average Exercise Price Weighted Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value (In thousands) Class A Outstanding at December 31, 2014 1,324,520 $ 11.07 Granted 225,306 $ 13.83 Exercised (25,983 ) $ 6.30 $ 179 Forfeited (56,105 ) $ 13.12 Outstanding at September 30, 2015 1,467,738 $ 11.50 6.10 $ 2,774 Exercisable at September 30, 2015 1,059,990 $ 11.04 5.41 $ 2,478 Class B Outstanding at December 31, 2014 213,470 $ 24.32 Granted 37,551 $ 34.85 Exercised (4,330 ) $ 14.82 $ 89 Forfeited (9,018 ) $ 27.61 Outstanding at September 30, 2015 237,673 $ 26.04 6.16 $ 2,047 Exercisable at September 30, 2015 170,663 $ 24.94 5.47 $ 1,703 |
Schedule of Nonvested Share Activity [Table Text Block] | Class A Shares Outstanding Class A Weighted Average Grant Date Fair Value Per Share Class B Shares Outstanding Class B Weighted Average Grant Date Fair Value Per Share Outstanding at December 31, 2014 110,647 $ 11.10 18,441 $ 36.42 Granted 52,660 $ 13.17 8,776 $ 35.48 Vested -- -- -- -- Forfeited (16,249 ) $ 5.39 (2,708 ) $ 32.31 Outstanding at September 30, 2015 147,058 $ 12.47 24,509 $ 36.54 |
Note 7 - Goodwill and Other I21
Note 7 - Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | (In thousands) Balance as of December 31, 2014 $ 58,489 Assets held-for-sale (276 ) Foreign currency translation (346 ) Balance as of September 30, 2015 $ 57,867 |
Schedule of Intangible Assets [Table Text Block] | September 30, 2015 December 31, 2014 (In thousands) Non-amortizing other intangible assets: Trade name $ 1,191 $ 1,191 Amortizing other intangible assets: Technology and Customer related intangibles 10,441 11,966 Non-compete agreements -- 430 Trade name 1,572 1,902 Total other intangible assets 13,204 15,489 Accumulated amortization (9,235 ) (10,033 ) Other intangible assets, net $ 3,969 $ 5,456 |
Note 8 - Property and Equipme22
Note 8 - Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | September 30, 2015 December 31, 2014 (In thousands) Property and equipment $ 34,278 $ 34,732 Accumulated depreciation (23,117 ) (22,589 ) Property and equipment, net $ 11,161 $ 12,143 |
Note 9 - Earnings Per Share (Ta
Note 9 - Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | For the Three Months Ended September 30, 2015 For the Three Months Ended September 30, 2014 Class A Common Stock Class B Common Stock Class A Common Stock Class B Common Stock (In thousands, except per share data) Numerator for net income per share - basic: Net income $ 2,060 $ 2,078 $ 2,272 $ 2,280 Allocation of distributed and undistributed income to unvested restricted stock shareholders (14 ) (14 ) -- -- Net income attributable to common shareholders $ 2,046 $ 2,064 $ 2,272 $ 2,280 Denominator for net income per share - basic: Weighted average common shares outstanding - basic 20,726 3,478 20,771 3,474 Net income per share – basic $ 0.10 $ 0.59 $ 0.11 $ 0.66 Numerator for net income per share - diluted: Net income attributable to common shareholders for basic computation $ 2,046 $ 2,064 $ 2,272 $ 2,280 Denominator for net income per share - diluted: Weighted average common shares outstanding - basic 20,726 3,478 20,771 3,474 Weighted average effect of dilutive securities – stock options 211 43 264 62 Denominator for diluted earnings per share – adjusted weighted average shares 20,937 3,521 21,035 3,536 Net income per share – diluted $ 0.10 $ 0.59 $ 0.11 $ 0.64 For the Nine Months Ended September 30, 2015 For the Nine Months Ended September 30, 2014 Class A Common Stock Class B Common Stock Class A Common Stock Class B Common Stock (In thousands, except per share data) Numerator for net income per share - basic: Net income $ 5,825 $ 5,858 $ 7,016 $ 7,041 Allocation of distributed and undistributed income to unvested restricted stock shareholders (41 ) (41 ) -- -- Net income attributable to common shareholders $ 5,784 $ 5,817 $ 7,016 $ 7,041 Denominator for net income per share - basic: Weighted average common shares outstanding - basic 20,769 3,478 20,761 3,472 Net income per share – basic $ 0.28 $ 1.67 $ 0.34 $ 2.03 Numerator for net income per share - diluted: Net income attributable to common shareholders for basic computation $ 5,784 $ 5,817 $ 7,016 $ 7,041 Denominator for net income per share - diluted: Weighted average common shares outstanding - basic 20,769 3,478 20,761 3,472 Weighted average effect of dilutive securities – stock options 233 44 317 66 Denominator for diluted earnings per share – adjusted weighted average shares 21,002 3,522 21,078 3,538 Net income per share – diluted $ 0.28 $ 1.65 $ 0.33 $ 1.99 |
Note 1 - Basis of Consolidati24
Note 1 - Basis of Consolidation and Presentation (Details Textual) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Goodwill and Intangible Asset Impairment | $ 0 | $ 0 | ||
Number of Operating Segments | 7 | 7 | 3 | |
Number of Reportable Segments | 1 | |||
Other than Temporary Impairment Losses, Investments | $ 657,000 | $ 657,000 |
Note 1 - Basis of Consolidati25
Note 1 - Basis of Consolidation and Presentation - Fair Value of Financial Assets and Liabilities (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Assets, fair value | $ 7,911 | $ 9,442 |
Fair Value, Inputs, Level 1 [Member] | Commercial Paper [Member] | ||
Assets, fair value | 26,273 | 29,686 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets, fair value | 34,184 | 39,128 |
Money Market Funds [Member] | ||
Assets, fair value | 7,911 | 9,442 |
Commercial Paper [Member] | ||
Assets, fair value | 26,273 | 29,686 |
Assets, fair value | $ 34,184 | $ 39,128 |
Note 1 - Basis of Consolidati26
Note 1 - Basis of Consolidation and Presentation - Fair Values of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Long-term Debt | $ 6,328 | $ 8,068 |
Estimated fair value of long-term debt | $ 6,318 | $ 7,997 |
Note 2 - Connect (Details Textu
Note 2 - Connect (Details Textual) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 27 Months Ended |
Jul. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | |
Connect [Member] | NG Customer-Connect, LLC [Member] | |||||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 25.00% | ||||
Connect [Member] | Illuminate Health, LLC [Member] | |||||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 26.00% | ||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 11.00% | 11.00% | 11.00% | ||
Connect [Member] | |||||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 49.00% | ||||
Capital Contributions to Variable Interest Entity | $ 2.8 | ||||
Additional Capital Contributions to Variable Interest Entity | $ 1.3 | ||||
Connect [Member] | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Changes, Purchase of Interest by Parent | $ 2.8 | ||||
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions | 89.00% | ||||
Ownership Percentage Required to Acquire at Each Recurring Contract Value Target Level | 33.33% | ||||
Annual Recurring Contract Value Target Level One | $ 7 | ||||
Annual Recurring Contract Value Target Level Two | 14 | ||||
Annual Recurring Contract Value Target Level Three | $ 20 |
Note 3 - Assets Held for Sale -
Note 3 - Assets Held for Sale - Estimated Carrying Amount (Details) - Predictive Analytics [Member] $ in Thousands | Sep. 30, 2015USD ($) |
Prepaid Expenses | $ 4 |
Property and equipment, net | 341 |
Intangible assets, net | 720 |
Goodwill | 276 |
Total assets held-for-sale | 1,341 |
Deferred revenue | 568 |
Net assets held-for sale | $ 773 |
Note 4 - Income Taxes (Details
Note 4 - Income Taxes (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Effective Income Tax Rate Reconciliation, Percent | 36.20% | 35.90% | 37.20% | 35.30% |
Unrecognized Tax Benefits, Excluding Interest and Penalties | $ 394,000 | $ 394,000 | ||
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | 9,000 | 9,000 | ||
Unrecognized Tax Benefits, Income Tax Penalties Accrued | 7,000 | 7,000 | ||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 207,000 | 207,000 | ||
Unrecognized Tax Benefits that Would Not Impact Effective Tax Rate | $ 187,000 | $ 187,000 |
Note 5 - Notes Payable (Details
Note 5 - Notes Payable (Details Textual) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Revolving Credit Facility [Member] | One Month LIBOR [Member] | ||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |
Revolving Credit Facility [Member] | One Two Three Six or Twelve Month LIBOR [Member] | ||
Debt Instrument, Basis Spread on Variable Rate | 2.20% | |
Revolving Credit Facility [Member] | ||
Long-term Line of Credit | $ 0 | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 6,500,000 | |
Borrowing Capacity Percentage of Accounts Receivable | 75.00% | |
Line of Credit Facility, Remaining Borrowing Capacity | $ 6,500,000 | |
New Combined Term Note [Member] | ||
Number of Monthly Installments | 60 | |
Debt Instrument, Periodic Payment | $ 212,468 | |
Debt Instrument, Interest Rate, Stated Percentage | 3.12% | |
Long-term Debt | $ 6,300,000 | |
Long-term Debt | $ 6,328,000 | $ 8,068,000 |
Note 6 - Share-based Compensa31
Note 6 - Share-based Compensation (Details Textual) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Common Class A [Member] | The 2001 Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,800,000 | |
Common Class A [Member] | Director Plan 2004 [Member] | Nonqualified Stock Options [Member] | Director [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 36,000 | |
Common Class A [Member] | Director Plan 2004 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 3,000,000 | |
Common Class A [Member] | The 2006 Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,800,000 | |
Common Class A [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 225,306 | 204,166 |
Common Class B [Member] | The 2001 Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 300,000 | |
Common Class B [Member] | Director Plan 2004 [Member] | Nonqualified Stock Options [Member] | Director [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 6,000 | |
Common Class B [Member] | Director Plan 2004 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 500,000 | |
Common Class B [Member] | The 2006 Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 300,000 | |
Common Class B [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 37,551 | 32,217 |
The 2001 Equity Incentive Plan [Member] | Employee Stock Option [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | |
The 2001 Equity Incentive Plan [Member] | Employee Stock Option [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |
Director Plan 2004 [Member] | Nonqualified Stock Options [Member] | Minimum [Member] | Director [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 3 years | |
Director Plan 2004 [Member] | Nonqualified Stock Options [Member] | Maximum [Member] | Director [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |
Director Plan 2004 [Member] | Nonqualified Stock Options [Member] | Director [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | |
The 2006 Equity Incentive Plan [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | |
The 2006 Equity Incentive Plan [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 2 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years 83 days |
Note 6 - Share-based Compensa32
Note 6 - Share-based Compensation - Stock Options Valuation Assumptions (Details) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Common Class A [Member] | Minimum [Member] | ||
Expected dividend yield at date of grant | 2.14% | 1.47% |
Expected stock price volatility | 30.86% | 27.52% |
Risk-free interest rate | 1.55% | 1.63% |
Expected life of options (in years) | 5 years | 5 years |
Common Class A [Member] | Maximum [Member] | ||
Expected dividend yield at date of grant | 2.57% | 1.97% |
Expected stock price volatility | 34.87% | 32.03% |
Risk-free interest rate | 1.78% | 2.37% |
Expected life of options (in years) | 7 years | 7 years |
Common Class B [Member] | Minimum [Member] | ||
Expected dividend yield at date of grant | 5.29% | 4.03% |
Expected stock price volatility | 29.96% | 30.13% |
Risk-free interest rate | 1.55% | 1.63% |
Expected life of options (in years) | 5 years | 5 years |
Common Class B [Member] | Maximum [Member] | ||
Expected dividend yield at date of grant | 5.72% | 4.87% |
Expected stock price volatility | 33.94% | 32.65% |
Risk-free interest rate | 1.78% | 2.37% |
Expected life of options (in years) | 7 years | 7 years |
Note 6 - Share-based Compensa33
Note 6 - Share-based Compensation - Stock Option Activity (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Common Class A [Member] | |
Outstanding at December 31, 2014, number of options (in shares) | 1,324,520 |
Outstanding at December 31, 2014, weighted average exercise price (in dollars per share) | $ / shares | $ 11.07 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 225,306 |
Granted, weighted average exercise price (in dollars per share) | $ / shares | $ 13.83 |
Exercised, number of options (in shares) | (25,983) |
Exercised, weighted average exercise price (in dollars per share) | $ / shares | $ 6.30 |
Exercised, aggregate intrinsic value | $ | $ 179 |
Forfeited, number of options (in shares) | (56,105) |
Forfeited, weighted average exercise price (in dollars per share) | $ / shares | $ 13.12 |
Outstanding at June 30, 2015, number of options (in shares) | 1,467,738 |
Outstanding at June 30, 2015, weighted average exercise price (in dollars per share) | $ / shares | $ 11.50 |
Outstanding at June 30, 2015, weighted average remaining contractual term | 6 years 36 days |
Outstanding at June 30, 2015, aggregate intrinsic value | $ | $ 2,774 |
Exercisable, number of options (in shares) | 1,059,990 |
Exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 11.04 |
Exercisable, weighted average remaining contractual term | 5 years 149 days |
Exercisable, aggregate intrinsic value | $ | $ 2,478 |
Common Class B [Member] | |
Outstanding at December 31, 2014, number of options (in shares) | 213,470 |
Outstanding at December 31, 2014, weighted average exercise price (in dollars per share) | $ / shares | $ 24.32 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 37,551 |
Granted, weighted average exercise price (in dollars per share) | $ / shares | $ 34.85 |
Exercised, number of options (in shares) | (4,330) |
Exercised, weighted average exercise price (in dollars per share) | $ / shares | $ 14.82 |
Exercised, aggregate intrinsic value | $ | $ 89 |
Forfeited, number of options (in shares) | (9,018) |
Forfeited, weighted average exercise price (in dollars per share) | $ / shares | $ 27.61 |
Outstanding at June 30, 2015, number of options (in shares) | 237,673 |
Outstanding at June 30, 2015, weighted average exercise price (in dollars per share) | $ / shares | $ 26.04 |
Outstanding at June 30, 2015, weighted average remaining contractual term | 6 years 58 days |
Outstanding at June 30, 2015, aggregate intrinsic value | $ | $ 2,047 |
Exercisable, number of options (in shares) | 170,663 |
Exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 24.94 |
Exercisable, weighted average remaining contractual term | 5 years 171 days |
Exercisable, aggregate intrinsic value | $ | $ 1,703 |
Note 6 - Share-based Compensa34
Note 6 - Share-based Compensation - Non-vested Stock (Details) | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Common Class A [Member] | |
Outstanding at December 31, 2014 (in shares) | 110,647 |
Outstanding at December 31, 2014 (in dollars per share) | $ / shares | $ 11.10 |
Granted (in shares) | 52,660 |
Granted (in dollars per share) | $ / shares | $ 13.17 |
Forfeited (in shares) | (16,249) |
Forfeited (in dollars per share) | $ / shares | $ 5.39 |
Outstanding at September 30, 2015 (in shares) | 147,058 |
Outstanding at September 30, 2015 (in dollars per share) | $ / shares | $ 12.47 |
Common Class B [Member] | |
Outstanding at December 31, 2014 (in shares) | 18,441 |
Outstanding at December 31, 2014 (in dollars per share) | $ / shares | $ 36.42 |
Granted (in shares) | 8,776 |
Granted (in dollars per share) | $ / shares | $ 35.48 |
Forfeited (in shares) | (2,708) |
Forfeited (in dollars per share) | $ / shares | $ 32.31 |
Outstanding at September 30, 2015 (in shares) | 24,509 |
Outstanding at September 30, 2015 (in dollars per share) | $ / shares | $ 36.54 |
Note 7 - Goodwill and Other I35
Note 7 - Goodwill and Other Intangible Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Predictive Analytics [Member] | ||
Goodwill, Reclassification to Held for Sale | $ 300 | |
Intangible Assets, Gross, Reclassification to Held for Sale | 2,200 | |
Intangible Assets, Net, Accumulated Amortization, Reclassification to Held for Sale | $ 1,300 | |
Goodwill, Reclassification to Held for Sale | $ 276 |
Note 7 - Goodwill and Intangibl
Note 7 - Goodwill and Intangible Assets - Summary of Changes in the Carrying Amount of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Balance as of December 31, 2014 | $ 58,489 |
Assets held-for-sale | (276) |
Foreign currency translation | (346) |
Balance as of September 30, 2015 | $ 57,867 |
Note 7 - Goodwill and Intangi37
Note 7 - Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Non-amortizing other intangible assets: | ||
Trade name | $ 1,191,000 | $ 1,191,000 |
Amortizing other intangible assets: | ||
Technology and Customer related intangibles | 10,441,000 | 11,966,000 |
Non-compete agreements | 430,000 | |
Trade name | 1,572,000 | 1,902,000 |
Total other intangible assets | 13,204,000 | 15,489,000 |
Accumulated amortization | (9,235,000) | (10,033,000) |
Other intangible assets, net | $ 3,969,000 | $ 5,456,000 |
Note 8 - Property and Equipme38
Note 8 - Property and Equipment (Details Textual) - Predictive Analytics [Member] $ in Millions | 3 Months Ended |
Sep. 30, 2015USD ($) | |
Property, Plant and Equipment, Gross, Reclassification to Held for Sale | $ 1.9 |
Property, Plant and Equipment, Accumulated Depreciation, Reclassified as Held for Sale | $ 1.6 |
Note 8 - Property and Equipme39
Note 8 - Property and Equipment - Summary of Property and Equipment (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Property and equipment | $ 34,278,000 | $ 34,732,000 |
Accumulated depreciation | (23,117,000) | (22,589,000) |
Property and equipment, net | $ 11,161,000 | $ 12,143,000 |
Note 9 - Earnings Per Share (De
Note 9 - Earnings Per Share (Details Textual) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015shares | Sep. 30, 2014shares | Sep. 30, 2015shares | Sep. 30, 2014shares | |
Common Class A [Member] | ||||
Common Stock to Dividend or Distribution Payable | 0.167 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 736,350 | 546,614 | 535,474 | 329,397 |
Common Class B [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 66,227 | 31,564 | 55,801 | 17,772 |
Note 9 - Earnings Per Share - C
Note 9 - Earnings Per Share - Calculation of Earnings Per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Common Class A [Member] | ||||||
Numerator for net income per share - basic: | ||||||
Net income | $ 2,060 | $ 2,272 | $ 5,825 | $ 7,016 | ||
Allocation of distributed and undistributed income to unvested restricted stock shareholders | (14) | (41) | ||||
Net income attributable to common shareholders | $ 2,046 | $ 2,272 | $ 7,016 | $ 5,784 | $ 7,016 | |
Denominator for net income per share - basic: | ||||||
Weighted average common shares outstanding - basic (in shares) | 20,726 | 20,771 | 20,769 | 20,761 | ||
Net income per share – basic (in dollars per share) | $ 0.10 | $ 0.11 | $ 0.28 | $ 0.34 | ||
Diluted Earnings Per Share: | ||||||
Net income attributable to common shareholders | $ 2,046 | $ 2,272 | 7,016 | $ 5,784 | $ 7,016 | |
Denominator for net income per share - diluted: | ||||||
Weighted average common shares outstanding - basic (in shares) | 20,726 | 20,771 | 20,769 | 20,761 | ||
Weighted average effect of dilutive securities – stock options (in shares) | 211 | 264 | 233 | 317 | ||
Denominator for diluted earnings per share – adjusted weighted average shares (in shares) | 20,937 | 21,035 | 21,002 | 21,078 | ||
Net income per share – diluted (in dollars per share) | $ 0.10 | $ 0.11 | $ 0.28 | $ 0.33 | ||
Common Class B [Member] | ||||||
Numerator for net income per share - basic: | ||||||
Net income | $ 2,078 | $ 2,280 | $ 5,858 | $ 7,041 | ||
Allocation of distributed and undistributed income to unvested restricted stock shareholders | (14) | (41) | ||||
Net income attributable to common shareholders | $ 2,064 | $ 2,280 | 7,041 | $ 5,817 | $ 7,041 | |
Denominator for net income per share - basic: | ||||||
Weighted average common shares outstanding - basic (in shares) | 3,478 | 3,474 | 3,478 | 3,478 | 3,472 | |
Net income per share – basic (in dollars per share) | $ 0.59 | $ 0.66 | $ 1.67 | $ 2.03 | ||
Diluted Earnings Per Share: | ||||||
Net income attributable to common shareholders | $ 2,064 | $ 2,280 | $ 7,041 | $ 5,817 | $ 7,041 | |
Denominator for net income per share - diluted: | ||||||
Weighted average common shares outstanding - basic (in shares) | 3,478 | 3,474 | 3,478 | 3,478 | 3,472 | |
Weighted average effect of dilutive securities – stock options (in shares) | 43 | 62 | 44 | 66 | ||
Denominator for diluted earnings per share – adjusted weighted average shares (in shares) | 3,521 | 3,536 | 3,522 | 3,538 | ||
Net income per share – diluted (in dollars per share) | $ 0.59 | $ 0.64 | $ 1.65 | $ 1.99 | ||
Net income | $ 4,139 | $ 4,552 | $ 11,683 | $ 14,057 |
Note 10 - Related Party Trans42
Note 10 - Related Party Transactions (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Ameritas Life Insurance Corp [Member] | ||||
Related Party Transaction, Amounts of Transaction | $ 58,000 | $ 51,000 | $ 169,000 | $ 155,000 |