Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 22, 2016 | Jun. 30, 2015 | |
Common Class A [Member] | |||
Entity Common Stock, Shares Outstanding (in shares) | 20,894,893 | ||
Common Class B [Member] | |||
Entity Common Stock, Shares Outstanding (in shares) | 3,517,992 | ||
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 | ||
Entity Public Float | $ 259,273,234 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 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 | 42,145,000 | 40,042,000 |
Trade accounts receivable, less allowance for doubtful accounts of $173 and $206, respectively | 9,808,000 | 8,116,000 |
Unbilled revenue | 1,435,000 | 1,169,000 |
Prepaid expenses | 1,482,000 | 1,418,000 |
Income taxes receivable | 157,000 | 1,100,000 |
Deferred income taxes | 1,050,000 | 349,000 |
Other current assets | 34,000 | 994,000 |
Total current assets | 56,111,000 | 53,188,000 |
Net property and equipment | 11,125,000 | 12,143,000 |
Intangible assets, net | 3,778,000 | 5,456,000 |
Goodwill | 57,792,000 | 58,489,000 |
Other | 293,000 | 234,000 |
Total assets | 129,099,000 | 129,510,000 |
Current portion of notes payable | 2,402,000 | 2,328,000 |
Accounts payable | 614,000 | 830,000 |
Accrued wages, bonus and profit sharing | 4,391,000 | 4,365,000 |
Accrued expenses | 2,706,000 | 2,535,000 |
Current portion of capital lease obligations | 74,000 | 151,000 |
Income taxes payable | 701,000 | 110,000 |
Dividends payable | 18,440,000 | 2,512,000 |
Deferred revenue | 14,843,000 | 15,095,000 |
Total current liabilities | 44,171,000 | 27,926,000 |
Notes payable, net of current portion | 3,337,000 | 5,740,000 |
Deferred Tax Liabilities, Net, Noncurrent | 6,794,000 | 7,432,000 |
Deferred revenue | 4,000 | 123,000 |
Other long term liabilities | 571,000 | 541,000 |
Total liabilities | $ 54,877,000 | $ 41,762,000 |
Preferred stock, $0.01 par value, authorized 2,000,000 shares, none issued | ||
Additional paid-in capital | $ 44,103,000 | $ 44,864,000 |
Retained earnings | 65,313,000 | 73,686,000 |
Accumulated other comprehensive (loss) income, foreign currency translation adjustment | (2,995,000) | (773,000) |
Treasury stock, at cost; 4,744,644 Class A shares, 761,263 Class B shares in 2015 and 4,581,376 Class A shares, 757,024 Class B shares in 2014 | (32,229,000) | (30,058,000) |
Total shareholders’ equity | 74,222,000 | 87,748,000 |
Total liabilities and shareholders’ equity | $ 129,099,000 | $ 129,510,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 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) | 25,592,812 | 25,475,662 |
Common stock, shares outstanding (in shares) | 20,848,168 | 20,894,286 |
Treasury stock, shares (in shares) | 4,744,644 | 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) | 4,271,413 | 4,251,889 |
Common stock, shares outstanding (in shares) | 3,510,150 | 3,494,865 |
Treasury stock, shares (in shares) | 761,263 | 757,024 |
Allowance for doubtful accounts | $ 173 | $ 206 |
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 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Common Class A [Member] | |||
Other income (expense): | |||
Net income | $ 8,759 | $ 9,062 | $ 7,741 |
Basic earnings per share: | |||
Basic earnings per share (in dollars per share) | $ 0.42 | $ 0.44 | $ 0.37 |
Diluted earnings per share: | |||
Diluted earnings per share (in dollars per share) | $ 0.41 | $ 0.43 | $ 0.37 |
Weighted average shares and share equivalents outstanding | |||
Weighted average shares and share equivalents outstanding, basic (in shares) | 20,741 | 20,764 | 20,677 |
Weighted average shares and share equivalents outstanding, diluted (in shares) | 20,981 | 21,076 | 21,099 |
Common Class B [Member] | |||
Other income (expense): | |||
Net income | $ 8,851 | $ 9,094 | $ 7,743 |
Basic earnings per share: | |||
Basic earnings per share (in dollars per share) | $ 2.52 | $ 2.62 | $ 2.25 |
Diluted earnings per share: | |||
Diluted earnings per share (in dollars per share) | $ 2.49 | $ 2.57 | $ 2.20 |
Weighted average shares and share equivalents outstanding | |||
Weighted average shares and share equivalents outstanding, basic (in shares) | 3,478 | 3,473 | 3,447 |
Weighted average shares and share equivalents outstanding, diluted (in shares) | 3,522 | 3,536 | 3,514 |
Revenue | $ 102,343 | $ 98,837 | $ 92,590 |
Direct | 44,610 | 41,719 | 38,844 |
Selling, general and administrative | 27,177 | 25,018 | 25,208 |
Depreciation, Depletion and Amortization, Nonproduction | 4,109 | 3,804 | 3,732 |
Total operating expenses | 75,896 | 70,541 | 67,784 |
Operating income | 26,447 | 28,296 | 24,806 |
Interest income | 60 | 83 | 63 |
Interest expense | (220) | (305) | (397) |
Other, net | 1,073 | 18 | 16 |
Total other expense | 913 | (204) | (318) |
Income before income taxes | 27,360 | 28,092 | 24,488 |
Provision for income taxes | 9,750 | 9,936 | 9,004 |
Net income | $ 17,610 | $ 18,156 | $ 15,484 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net income | $ 17,610,000 | $ 18,156,000 | $ 15,484,000 |
Other comprehensive loss: | |||
Other comprehensive loss, foreign currency translation adjustment | (2,222,000) | (1,075,000) | (822,000) |
Other comprehensive loss | (2,222,000) | (1,075,000) | (822,000) |
Comprehensive Income | $ 15,388,000 | $ 17,081,000 | $ 14,662,000 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) | Common Stock [Member]Common Class A [Member] | Common Stock [Member]Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Treasury Stock [Member] | Common Class A [Member] | Common Class B [Member] | Total |
Balances at Dec. 31, 2012 | $ 25,000 | $ 4,000 | $ 39,493,000 | $ 44,700,000 | $ 1,124,000 | $ (28,604,000) | $ 56,742,000 | ||
Purchase of treasury stock | (206,000) | (206,000) | |||||||
Issuance of shares for the exercise of stock options | 990,000 | 990,000 | |||||||
Tax benefit from the exercise of options and restricted stock | 755,000 | 755,000 | |||||||
Non-cash stock compensation expense | 955,000 | 955,000 | |||||||
Fractional share cashed out | (1,000) | (1,000) | |||||||
Dividends declared | (2,142,000) | (2,142,000) | |||||||
Other comprehensive loss, foreign currency translation adjustment | (822,000) | (822,000) | |||||||
Net income | 15,484,000 | $ 7,741,000 | $ 7,743,000 | 15,484,000 | |||||
Balances at Dec. 31, 2013 | 25,000 | 4,000 | 42,192,000 | 58,042,000 | 302,000 | (28,810,000) | 71,755,000 | ||
Other comprehensive loss, foreign currency translation adjustment | (822,000) | ||||||||
Purchase of treasury stock | (1,248,000) | (1,248,000) | |||||||
Issuance of shares for the exercise of stock options | 1,308,000 | 1,308,000 | |||||||
Tax benefit from the exercise of options and restricted stock | 622,000 | 622,000 | |||||||
Non-cash stock compensation expense | 742,000 | 742,000 | |||||||
Dividends declared | (2,512,000) | (2,512,000) | |||||||
Other comprehensive loss, foreign currency translation adjustment | (1,075,000) | (1,075,000) | |||||||
Net income | 18,156,000 | 9,062,000 | 9,094,000 | 18,156,000 | |||||
Balances at Dec. 31, 2014 | 25,000 | 4,000 | 44,864,000 | 73,686,000 | (773,000) | (30,058,000) | 87,748,000 | ||
Other comprehensive loss, foreign currency translation adjustment | (1,075,000) | ||||||||
Purchase of treasury stock | (2,171,000) | (2,171,000) | |||||||
Issuance of shares for the exercise of stock options | 406,000 | 406,000 | |||||||
Tax benefit from the exercise of options and restricted stock | 240,000 | 240,000 | |||||||
Non-cash stock compensation expense | 1,383,000 | 1,383,000 | |||||||
Dividends declared | (25,983,000) | (25,983,000) | |||||||
Net income | 17,610,000 | $ 8,759,000 | $ 8,851,000 | 17,610,000 | |||||
Balances at Dec. 31, 2015 | 26,000 | $ 4,000 | 44,103,000 | $ 65,313,000 | (2,995,000) | $ (32,229,000) | 74,222,000 | ||
Issuance of restricted common shares, net of forfeitures (73,168 class A and 12,194 class B) | $ 1 | (1) | |||||||
Acquisition of non-controlling interest | $ (2,789,000) | (2,789,000) | |||||||
Other comprehensive loss, foreign currency translation adjustment | $ (2,222,000) | $ (2,222,000) |
Consolidated Statements of Sha7
Consolidated Statements of Shareholders' Equity (Parentheticals) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Common Stock [Member] | Common Class A [Member] | |||
Shares of treasury stock purchased (in shares) | 163,268 | 65,131 | 11,445 |
Shares of common stock issued for the exercise of stock options (in shares) | 43,983 | 140,595 | 155,253 |
Dividends declared per common share (in dollars per share) | $ 0.62 | $ 0.06 | $ 0.05 |
Issuance of restricted common shares, net of forfeitures (in shares) | 73,168 | 50,038 | |
Common Stock [Member] | Common Class B [Member] | |||
Shares of treasury stock purchased (in shares) | 4,239 | 4,317 | 1,908 |
Shares of common stock issued for the exercise of stock options (in shares) | 7,330 | 23,432 | 31,876 |
Dividends declared per common share (in dollars per share) | $ 3.72 | $ 0.36 | $ 0.31 |
Issuance of restricted common shares, net of forfeitures (in shares) | 12,194 | 8,340 | |
Common Class A [Member] | |||
Shares of common stock issued for the exercise of stock options (in shares) | 43,983 | ||
Common Class B [Member] | |||
Shares of common stock issued for the exercise of stock options (in shares) | 7,330 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||
Net income | $ 17,610,000 | $ 18,156,000 | $ 15,484,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation, Depletion and Amortization, Nonproduction | 4,109,000 | 3,804,000 | 3,732,000 |
Deferred income taxes | (1,361,000) | 107,000 | 58,000 |
Reserve for uncertain tax positions | $ 93,000 | 182,000 | (42,000) |
Loss on disposal of property and equipment | $ 2,000 | $ 23,000 | |
Gain on sale from operating segment | $ (1,102,000) | ||
Write-off of purchase option | 657,000 | ||
Tax benefit from exercise of stock options | 25,000 | $ 93,000 | $ 84,000 |
Non-cash share-based compensation expense | 1,383,000 | 742,000 | 955,000 |
Change in assets and liabilities, net of effect of acquisition and disposal: | |||
Trade accounts receivable | (1,777,000) | 2,914,000 | 970,000 |
Unbilled revenue | (390,000) | 66,000 | (386,000) |
Prepaid expenses | $ 207,000 | $ (2,000) | (166,000) |
Other current assets | 76,000 | ||
Accounts payable | $ (224,000) | $ 163,000 | 331,000 |
Accrued expenses, wages, bonus and profit sharing | 755,000 | (367,000) | 212,000 |
Income taxes receivable and payable | 1,504,000 | (715,000) | (100,000) |
Deferred revenue | 397,000 | 1,052,000 | (1,916,000) |
Net cash provided by operating activities | 21,886,000 | 26,197,000 | 19,315,000 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (2,939,000) | (2,492,000) | $ (2,188,000) |
Option purchase | (657,000) | ||
Acquisition, net of cash acquired | (2,574,000) | ||
Net proceeds from sale of operating segment | 1,613,000 | ||
Net cash used in investing activities | (1,326,000) | (5,723,000) | $ (2,188,000) |
Cash flows from financing activities: | |||
Payments on notes payable | (2,328,000) | (2,256,000) | (2,112,000) |
Payments on capital lease obligations | (173,000) | (156,000) | (110,000) |
Cash paid for non-controlling interest | (2,789,000) | ||
Proceeds from exercise of stock options | 0 | 408,000 | 840,000 |
Excess tax benefit from share-based compensation | 240,000 | 622,000 | 755,000 |
Repurchase of shares for payroll tax withholdings related to share-based compensation | (92,000) | (348,000) | (55,000) |
Purchase of Treasury Stock | (1,673,000) | ||
Payment of dividends on common stock | (10,054,000) | (2,142,000) | |
Net cash used in financing activities | (16,869,000) | (1,730,000) | (2,824,000) |
Effect of exchange rate changes on cash | (1,588,000) | (794,000) | (497,000) |
Net increase in cash and cash equivalents | 2,103,000 | 17,950,000 | 13,806,000 |
Cash and cash equivalents at beginning of period | 40,042,000 | 22,092,000 | 8,286,000 |
Cash and cash equivalents at end of period | 42,145,000 | 40,042,000 | 22,092,000 |
Supplemental disclosure of cash paid for: | |||
Interest expense, net of $14, $10, and $24 capitalized, respectively | 207,000 | 284,000 | 368,000 |
Income taxes | $ 9,377,000 | $ 9,874,000 | $ 8,181,000 |
Consolidated Statements of Cas9
Consolidated Statements of Cash Flows (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Interest expense, capitalized amount | $ 14 | $ 10 | $ 24 |
Capital lease obligations for property and equipment | 32 | 248 | 5 |
Non-cash stock options exercised | $ 406 | $ 900 | $ 150 |
Note 1 - Summary of Significant
Note 1 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | (1) Summary of Significant Accounting Policies Description of Business and Basis of Presentation National Research Corporation (“NRC” or the “Company”) is a leading provider of analytics and insights that facilitate measurement and improvement of the patient and employee experience while also increasing patient engagement and loyalty for healthcare providers, payers and other healthcare organizations in the United States and Canada. The Company’s ten largest clients accounted for 15%, 16%, and 19% of the Company’s total revenue in 2015, 2014, and 2013, respectively. Recapitalization In May 2013, the Company consummated a recapitalization (the “May 2013 Recapitalization”) pursuant to which the Company established two classes of common stock (class A common stock and class B common stock), issued a dividend of three shares of class A common stock for each share of the Company’s then existing common stock and reclassified each then existing share of common stock as one-half of one share of class B common stock. All previously reported share and per share amounts in the accompanying financial statements and related notes have been restated to reflect the May 2013 Recapitalization. Principles of Consolidation The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiary, National Research Corporation Canada, and its majority-owned subsidiary, Customer-Connect, LLC (“Connect”). Prior to becoming a majority-owned subsidiary, the accounts of Connect, a variable interest entity for which NRC had been deemed the primary beneficiary, were included in the consolidated financial statements of the Company. All significant intercompany transactions and balances have been eliminated. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. Reclassifications Certain reclassifications have been made to the 2014 financial statement information to conform to the 2015 financial statement presentation. There was no impact on the previously reported net income and earnings per share. Translation of Foreign Currencies The Company’s Canadian subsidiary uses as its functional currency the local currency of the country in which it operates. It translates its assets and liabilities into U.S. dollars at the exchange rate in effect at the balance sheet date. It translates its revenue and expenses at the average exchange rate during the period. The Company includes translation gains and losses in accumulated other comprehensive income (loss), a component of shareholders’ equity. Gains and losses related to transactions denominated in a currency other than the functional currency of the country in which the Company operates and short-term intercompany accounts are included in other income (expense) in the consolidated statements of income. Since the undistributed earnings of the Company’s foreign subsidiary are considered to be indefinitely reinvested, the components of accumulated other comprehensive income (loss) have not been tax effected. Revenue Recognition The Company derives a majority of its operating revenue from its annually renewable services, which include performance measurement and improvement services, healthcare analytics and governance education services. The Company provides these services to its clients under annual client service contracts, although such contracts are generally cancelable on short or no notice without penalty. Services are provided under subscription-based service agreements. The Company recognizes subscription-based service revenue over the period of time the service is provided. Generally, the subscription periods are for twelve months and revenue is recognized equally over the subscription period. Certain contracts are fixed-fee arrangements with a portion of the project fee billed in advance and the remainder billed periodically over the duration of the project. Revenue for services provided under these contracts are recognized under the proportional performance method. Under the proportional performance method, the Company recognizes revenue based on output measures or key milestones such as survey set-up, survey mailings, survey returns and reporting. The Company measures its progress based on the level of completion of these output measures and recognizes revenue accordingly. Management judgments and estimates must be made and used in connection with revenue recognized using the proportional performance method. If management made different judgments and estimates, then the amount and timing of revenue for any period could differ materially from the reported revenue. The Company’s revenue arrangements with a client may include combinations of performance measurement and improvement services, healthcare analytics or governance education services which may be executed at the same time, or within close proximity of one another (referred to as a multiple-element arrangement). Each element of a multiple-element arrangement is accounted for as a separate unit of accounting provided each delivered element is sold separately by the Company or another vendor; and for an arrangement that includes a general right of return relative to the undelivered elements, delivery or performance of the undelivered services are considered probable and substantially in the control of the Company. The Company’s arrangements generally do not include a general right of return related to the delivered services. If these criteria are not met, the arrangement is accounted for as a single unit of accounting with revenue generally recognized equally over the subscription period or recognized under the proportional performance method. Business Combinations The Company uses the acquisition method of accounting for acquired businesses. Under the acquisition method, the financial statements reflect the operations of an acquired business starting from the completion of the acquisition. The assets acquired and liabilities assumed are recorded at their respective estimated fair values at the date of the acquisition. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. Significant judgment is required in estimating the fair value of assets acquired, especially intangible assets. As a result, in the case of significant acquisitions we typically engage third-party valuation specialists in estimating fair values of tangible and intangible assets. The fair value estimates are based on available historical information and on expectations and assumptions about the future, considering the perspective of marketplace participants. Segment Information During 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 were Experience, The Governance Institute, Market Insights, Reputation, Predictive Analytics, National Research Corporation Canada and Connect, each of which offer a portfolio of solutions to address specific market needs around growth, informing, engagement and thought leadership for healthcare organizations. As discussed in Note 3, o n December 21, 2015, selected assets and liabilities were sold from the Predictive Analytics operating segment, reducing the number of operating segments to six as of December 31, 2015. Trade Accounts Receivable Trade accounts receivable are recorded at the invoiced amount. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on the Company’s historical write-off experience. The Company reviews the allowance for doubtful accounts monthly. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Property and Equipment Property and equipment is stated at cost. Major expenditures to purchase property or to substantially increase useful lives of property are capitalized. Maintenance, repairs and minor renewals are expensed as incurred. When assets are retired or otherwise disposed of, their costs and related accumulated depreciation are removed from the accounts and resulting gains or losses are included in income. For costs of software developed for internal use, the Company expenses computer software costs as incurred in the preliminary project stage, which involves the conceptual formulation, evaluation and selection of technology alternatives. Costs incurred related to the design, coding, installation and testing of software during the application project stage are capitalized. Costs for training and application maintenance are expensed as incurred. The Company has capitalized approximately $2.0 million of internal and external costs incurred for the development of internal-use software for each of the years ended December 31, 2015 and 2014, with such costs classified as property and equipment. The Company provides for depreciation and amortization of property and equipment using annual rates which are sufficient to amortize the cost of depreciable assets over their estimated useful lives. The Company uses the straight-line method of depreciation and amortization over estimated useful lives of three to ten years for furniture and equipment, three to five years for computer equipment, three to five years for capitalized software, and seven to forty years for the Company’s office building and related improvements. Leases are categorized as operating or capital at the inception of the lease. Assets under capital lease obligations are reported at the lower of fair value or the present value of the aggregate future minimum lease payments at the beginning of the lease term. The Company depreciates capital lease assets without transfer-of-ownership or bargain-purchase-options using the straight-line method over the lease terms, excluding any lease renewals, unless the lease renewals are reasonably assured. Capital lease assets with transfer-of-ownership or bargain-purchase-options are depreciated using the straight-line method over the assets’ estimated useful lives. Impairment of Long-Lived Assets and Amortizing Intangible Assets Long-lived assets, such as property and equipment and purchased intangible assets subject to depreciation or amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. No impairments were recorded during the years ended December 31, 2015, 2014, or 2013. Among others, management believes the following circumstances are important indicators of potential impairment of such assets and as a result may trigger an impairment review: ● Significant underperformance in comparison to historical or projected operating results; ● Significant changes in the manner or use of acquired assets or the Company’s overall strategy; ● Significant negative trends in the Company’s industry or the overall economy; ● A significant decline in the market price for the Company’s common stock for a sustained period; and ● The Company’s market capitalization falling below the book value of the Company’s net assets. Goodwill and Intangible Assets Intangible assets include customer relationships, trade names, technology, non-compete agreements and goodwill. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company reviews intangible assets with indefinite lives for impairment annually as of October 1 and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. When performing the impairment assessment, the Company will first assess qualitative factors to determine whether it is necessary to recalculate the fair value of the intangible assets with indefinite lives. If the Company believes, as a result of the qualitative assessment, that it is more likely than not that the fair value of the indefinite-lived intangibles is less than their carrying amount, the Company calculates the fair value using a market approach. If the carrying value of intangible assets with indefinite lives exceeds their fair value, then the intangible assets are written-down to their fair values. The Company did not recognize any impairments related to indefinite-lived intangibles during 2015, 2014 or 2013. Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. All of the Company’s goodwill is allocated to its reporting units, which are the same as its operating segments. Goodwill is reviewed for impairment at least annually, as of October 1, and whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. The Company reviews for goodwill impairment by first assessing qualitative factors to determine whether any impairment may exist. If the Company believes, as a result of the qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative two-step test is required; otherwise, no further testing is required. Under the first step of the quantitative test, the fair value of the reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit exceeds its carrying value, step two is not performed. If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the Company performs step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the fair value of that goodwill. The fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the fair value of the reporting unit goodwill. In instances when a step two is required, the fair value of the reporting unit is determined using an income approach and comparable market multiples. Under the income approach, there are a number of inputs used to calculate the fair value using a discounted cash flow model, including operating results, business plans, projected cash flows and a discount rate. Discount rates, growth rates and cash flow projections are the most sensitive and susceptible to change as they require significant management judgment. Discount rates are determined by using a weighted average cost of capital, which considers market and industry data. Management develops growth rates and cash flow projections for each reporting unit considering industry and Company-specific historical and projected information. Terminal value rate determination follows common methodology of capturing the present value of perpetual cash flow estimates beyond the last projected period assuming a constant weighted average cost of capital and low long-term growth rates. Under the market approach, the Company considers its market capitalization, comparisons to other public companies’ data, and recent transactions of similar businesses within the Company’s industry. 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. The Company performed a qualitative analysis as of October 1, 2015 which did not indicate that it was more likely than not that the carrying values of the reporting units exceeded fair value. No impairments were recorded during the years ended December 31, 2015, 2014 or 2013. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under that method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis using enacted tax rates. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances, if any, are established when necessary to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company uses the deferral method of accounting for its investment tax credits related to state tax incentives. During the years ended December 31, 2015, 2014 and 2013, the Company recorded income tax benefits relating to these tax credits of $156,000, $224,000, and $290,000, respectively. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Share-Based Compensation The compensation expense on share-based payments 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. Amounts recognized in the financial statements with respect to these plans: 2015 2014 2013 (In thousands) Amounts charged against income, before income tax benefit $ 1,383 $ 742 $ 955 Amount of related income tax benefit (505 ) (269 ) (377 ) Total impact to net income $ 878 $ 473 $ 578 Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash equivalents were $39.8 million and $39.1 million as of December 31, 2015, and 2014, respectively, consisting primarily of money market accounts and funds invested in commercial paper. At certain times, cash equivalent balances may exceed federally insured limits. 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. Commercial paper included in cash equivalents is valued at amortized cost, which approximates fair value due to its short-term nature. These are included as a Level 2 measurement in the table below. The following details the Company’s financial assets and liabilities within the fair value hierarchy at December 31, 2015 and 2014: Level 1 Level 2 Level 3 Total (In thousands) As of December 31, 2015 Money Market Funds $ 8,954 $ -- $ -- $ 8,954 Commercial Paper $ -- $ 30,872 $ -- $ 30,872 Total $ 8,954 $ 30,872 $ -- $ 39,826 As of December 31, 2014 Money Market Funds $ 9,442 $ -- $ -- $ 9,442 Commercial Paper $ -- $ 29,686 $ -- $ 29,686 Total $ 9,442 $ 29,686 $ -- $ 39,128 There were no transfers between levels during the years ended December 31, 2015 and 2014. The Company's long-term debt described in Note 8 is recorded at historical cost. The fair value of long-term debt is classified in Level 2 of the fair value hierarchy and was estimated based primarily on estimated current rates available for debt of the same remaining duration and adjusted for nonperformance and credit. The following are the carrying amount and estimated fair values of long-term debt: December 31, 2015 December 31, 2014 (In thousands) Total carrying amount of long-term debt $ 5,739 $ 8,068 Estimated fair value of long-term debt $ 5,708 $ 7,997 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 December 31, 2015 and 2014, there was no impairment related to property and equipment, goodwill and other intangible assets. Contingencies From time to time, the Company is involved in certain claims and litigation arising in the normal course of business. Management assesses the probability of loss for such contingencies and recognizes a liability when a loss is probable and estimable. At December 31, 2015, the Company was not engaged in any legal proceedings that are expected, individually or in the aggregate, to have a material effect on the Company. Earnings Per Share Net income per share of class A common stock and class B common stock is computed using the two-class method. Basic net income per share is computed by allocating undistributed earnings to common shares and using the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted-average number of common shares and, if dilutive, the potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and vesting of restricted stock. The dilutive effect of outstanding stock options is reflected in diluted earnings per share by application of the treasury stock method. The liquidation rights and the rights upon the consummation of an extraordinary transaction 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 At December 31, 2015, 2014, and 2013, the Company had 556,418, 347,852 and 99,562 options of class A shares and 59,530, 21,248, and 6,407 options of class B shares, respectively, which have been excluded from the diluted net income per share computation because the exercise price exceeds the fair market value. At December 31, 2015, 1,544 shares of class B restricted stock were excluded from the diluted net income per share computation because the grant price exceeds the fair market value. 2015 2014 2013 Class A Class B Class A Class B Class A Class B (In thousands, except per share data) Numerator for net income per share - basic: Net income $ 8,759 $ 8,851 $ 9,062 $ 9,094 $ 7,741 $ 7,743 Allocation of distributed and undistributed income to unvested restricted stock shareholders (76 ) (77 ) -- -- -- -- Net income attributable to common shareholders $ 8,683 $ 8,774 $ 9,062 $ 9,094 $ 7,741 $ 7,743 Denominator for net income per share - basic: Weighted average common shares outstanding - basic 20,741 3,478 20,764 3,473 20,677 3,447 Net income per share - basic $ 0.42 $ 2.52 $ 0.44 $ 2.62 $ 0.37 $ 2.25 Numerator for net income per share - diluted: Net income attributable to common shareholders for basic computation $ 8,683 $ 8,774 $ 9,062 $ 9,094 $ 7,741 $ 7,743 Denominator for net income per share - diluted: Weighted average common s 20,741 3,478 20,764 3,473 20,677 3,447 Weighted average effect of dilutive securities – stock options: 240 44 312 63 422 67 Denominator for diluted earnings per share – adjusted weighted average shares 20,981 3,522 21,076 3,536 21,099 3,514 Net income per share - diluted $ 0.41 $ 2.49 $ 0.43 $ 2.57 $ 0.37 $ 2.20 |
Note 2 - Acquisitions
Note 2 - Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | (2) Acquisitions On October 28, 2014, the Company acquired Digital Assent, LLC (“Digital Assent”), a company with a healthcare technology platform. The acquisition created a Center of Excellence in Atlanta, Georgia, responsible for developing novel solutions to enhance consumer decision-making in the selection of healthcare providers. The all-cash consideration paid at closing was $2.6 million. The following table summarizes the fair value of assets acquired and liabilities assumed at the acquisition date, and the weighted average life of the long-lived assets. Amount of Identified Assets Acquired and Liabilities Assumed ($ in thousands) Current Assets $ 36 Property and equipment 16 Customer relationships 382 Technology 1,110 Goodwill 1,124 Other Long Term Assets 23 Total acquired assets 2,691 Current liabilities (117 ) Net assets acquired $ 2,574 The consolidated financial statements as of December 31, 2015 and 2014 and for the years then ended include amounts acquired from, as well as the results of operations of the acquired entity from October 28, 2014 forward. Results of operations for the year ended December 31, 2014 include revenue of $95,000 and an operating loss of $548,000 attributable to the acquired entity since acquisition. Acquisition-related costs of $52,000 are included in selling, general and administrative expenses for the year ended December 31, 2014. The following unaudited pro forma information for the Company has been prepared as if the acquisition had occurred on January 1, 2013. The information is based on the historical results of the separate companies and may not necessarily be indicative of the results that could have been achieved or of results that may occur in the future. The pro forma adjustments include the impact of depreciation and amortization of property and equipment and intangible assets acquired, interest expense of debt not assumed in the acquisition and income tax benefits of the acquired entity. Year Ended December 31, 2014 (In thousands, except per share data) Revenue $ 99,266 Net income $ 17,642 Basic Earnings per share – Class A $ 0.42 Basic Earnings per share – Class B $ 2.54 Diluted Earnings per share – Class A $ 0.42 Diluted earnings per share – Class B $ 2.50 During October 2014, the Company also made an investment which included an option for a potential acquisition of a partner company that had developed a talent-matching solution to accelerate the formation of high-performing teams. The cash consideration paid was $800,000, of which $657,000 was allocated to the purchase option and the remaining $143,000 to a license and work to be performed. The option provided NRC with the right to acquire the partner company for $4.1 million on or before March 31, 2015. The option was extended until June 30, 2015. NRC did not exercise the option and, accordingly, it expired in June 2015. The $657,000 option was written off in 2015. |
Note 3 - Divestitures
Note 3 - Divestitures | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | (3) Divestitures On December 21, 2015, the Company completed the sale of selected assets and liabilities related to the clinical workflow product of the Predictive Analytics operating segment, for a net cash amount of approximately $1.6 million. The Company recorded a gain of approximately $1.1 million from the sale, which is included in other income on the Statement of Income. In connection with the closing of the transaction, $300,000 was placed in escrow until December 2016 to cover certain indemnification claims pursuant to the purchase agreement. The Company will record an additional gain on the sale when and if any of the escrow amount is released. The lack of operating results from this business due to its divestiture will not have a major effect on our operations and financial results, and, accordingly, it was not classified as a discontinued operation for any of the periods presented. The following assets and liabilities were included in the sale: Assets and Liabilities Sold ($ in thousands) Assets: Prepaid Expenses $ 3 Software and Technology 161 Other intangible assets 819 Goodwill 276 Liabilities: Deferred Revenue (748 ) Net assets sold $ 511 |
Note 4 - Connect
Note 4 - Connect | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Noncontrolling Interest Disclosure [Text Block] | (4) 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. At inception, NRC had a 49% ownership interest in Connect. NG Customer-Connect, LLC held a 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 made initial 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 the option to acquire additional equity units from Illuminate Health when new annual recurring contract value reaches targeted levels. NRC has the option 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 All of Connect’s net losses to date are attributable to NRC. The following table summarizes the impact of changes in the Company’s ownership in Connect had on consolidated shareholders’ equity (in thousands): 2015 2014 2013 Connect net loss attributable to NRC $ (533 ) $ (1,488 ) $ (837 ) Decrease in NRC paid in capital due to acquisitions of non-controlling interest (2,789 ) -- -- Change to NRC equity resulting from Connect net loss and acquisitions of non-controlling interest $ (3,322 ) $ (1,488 ) $ (837 ) |
Note 5 - Property and Equipment
Note 5 - Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | (5) Property and Equipment At December 31, 2015, and 2014, property and equipment consisted of the following: 2015 2014 (In thousands) Furniture and equipment $ 4,738 $ 4,675 Computer equipment and software 20,042 20,055 Building 9,386 9,577 Land 425 425 34,591 34,732 Less accumulated depreciation and amortization 23,466 22,589 Net property and equipment $ 11,125 $ 12,143 Depreciation and amortization expense related to property and equipment, including assets under capital lease, for the years ended December 31, 2015, 2014, and 2013 was $3.1 million, $3.0 million, and $2.8 million, respectively. Property and equipment included the following amounts under capital lease: 2015 2014 (In thousands) Furniture and equipment $ 787 $ 767 Computer equipment and software 56 55 843 822 Less accumulated amortization 567 414 Net assets under capital lease $ 276 $ 408 |
Note 6 - Goodwill and Intangibl
Note 6 - Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | (6) Goodwill and Intangible Assets Goodwill and intangible assets consisted of the following at December 31, 2015: Accumulated Amortization (In years) (In thousands) Goodwill $ 57,792 $ 57,792 Non-amortizing intangible assets: Indefinite trade name 1,191 1,191 Amortizing intangible assets: Customer related 5 - 15 9,323 7,726 1,597 Technology 7 1,110 185 925 Trade names 5 - 10 1,572 1,507 65 Total amortizing intangible assets 12,005 9,418 2,587 Total intangible assets other than goodwill $ 13,196 $ 9,418 $ 3,778 Goodwill and intangible assets consisted of the following at December 31, 2014: Accumulated Amortization (In years) (In thousands) Goodwill $ 58,489 $ 58,489 Non-amortizing intangible assets: Indefinite trade name 1,191 1,191 Amortizing intangible assets: Customer related 5 - 15 10,857 7,937 2,920 Technology 7 1,110 26 1,084 Non-compete agreements 3 430 430 - Trade names 5 - 10 1,902 1,641 261 Total amortizing intangible assets 14,299 10,034 4,265 Total intangible assets other than goodwill $ 15,490 $ 10,034 $ 5,456 The following represents a summary of changes in the Company’s carrying amount of goodwill for the years ended December 31, 2015, and 2014 (in thousands): Balance as of December 31, 2013 $ 57,593 Acquisition 1,124 Foreign currency translation (228 ) Balance as of December 31, 2014 $ 58,489 Sale of certain assets and liabilities of operating segment (276 ) Foreign currency translation (421 ) Balance as of December 31, 2015 $ 57,792 Aggregate amortization expense for customer related intangibles, trade names, technology and non-competes for the years ended December 31, 2015, 2014 and 2013 was $995,000, $876,000, and $954,000, respectively. Estimated amortization expense for the next five years is: 2016— $570,000; 2017— $505,000; 2018— $495,000; 2019— $206,000; 2020— $206,000; thereafter $220,000. |
Note 7 - Income Taxes
Note 7 - Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | ( 7 ) Income Taxes For the years ended December 31, 2015, 2014, and 2013, income before income taxes consists of the following: 2015 2014 2013 (In thousands) U.S. Operations $ 25,536 $ 25,338 $ 21,882 Foreign Operations 1,824 2,754 2,606 $ 27,360 $ 28,092 $ 24,488 Income tax expense consisted of the following components: 2015 2014 2013 (In thousands) Federal: Current $ 9,955 $ 8,578 $ 7,169 Deferred (1,232 ) 99 195 Total $ 8,723 $ 8,677 $ 7,364 Foreign: Current $ 455 $ 714 $ 716 Deferred (23 ) 34 (7 ) Total $ 432 $ 748 $ 709 State: Current $ 680 $ 448 $ 1,020 Deferred (85 ) 63 (89 ) Total $ 595 $ 511 $ 931 Total $ 9,750 $ 9,936 $ 9,004 The difference between the Company’s income tax expense as reported in the accompanying consolidated financial statements and the income tax expense that would be calculated applying the U.S. federal income tax rate of 35% for 2015, 2014, and 2013 on pretax income was as follows: 2015 2014 2013 (In thousands) Expected federal income taxes $ 9,576 $ 9,832 $ 8,571 Foreign tax rate differential (139 ) (239 ) (226 ) State income taxes, net of federal benefit and state tax credits 391 332 605 Federal tax credits (150 ) (150 ) (217 ) Uncertain tax positions 93 182 (43 ) Deferred tax adjustment due to change in state tax law 39 58 -- Recapitalization expenses -- -- 182 Release of valuation allowance -- 1,124 14 Expiration of capital loss carryforward -- (1,124 ) -- Other (60 ) (79 ) 118 Total $ 9,750 $ 9,936 $ 9,004 Deferred tax assets and liabilities at December 31, 2015 and 2014, were comprised of the following: 2015 2014 (In thousands) Deferred tax assets: Allowance for doubtful accounts $ 58 $ 71 Accrued expenses 578 529 Share based compensation 1,796 1,239 Accrued bonuses 618 -- Other 94 38 Deferred tax assets 3,144 1,877 Deferred tax liabilities: Prepaid expenses 261 251 Property and equipment 943 1,319 Intangible assets 7,616 7,308 Other 68 82 Deferred tax liabilities 8,888 8,960 Net deferred tax liabilities $ (5,744 ) $ (7,083 ) At December 31, 2015 and 2014, net deferred tax assets of $1.1 million and $349,000 respectively, were included in current deferred income taxes. At December 31, 2015 and 2014, net deferred tax liabilities of $6.8 million and $7.4 million, respectively, were included in long term deferred income taxes. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers projected future taxable income, carry-back opportunities, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods which the deferred tax assets are deductible, the Company believes it is more likely than not that it will realize the benefits of these deductible differences. Therefore, the Company has not recorded a valuation allowance as of December 31, 2015 or 2014. The net impact on income tax expense related to changes in the valuation allowance for 2014 and 2013 were $1.1 million and $14,000 respectively. The Company had domestic capital loss carryforwards that expired in 2014. The total $3.1 million of the capital loss carryforwards related to the pre-acquisition periods of acquired companies, and the Company had provided a $1.1 million valuation allowance against the $1.1 million tax benefit associated with the capital loss carryforwards. The undistributed foreign earnings of the Company’s foreign subsidiary of approximately $14.1 million are considered to be indefinitely reinvested. Accordingly, no provision for U.S. federal and state income taxes or foreign withholding taxes has been provided for such undistributed earnings. The Company estimated at December 31, 2015, that an additional tax liability of $534,000 would become due if repatriation of undistributed earnings would occur. The Company had an unrecognized tax benefit at December 31, 2015 and 2014, of $450,000 and $360,000, respectively, excluding interest of $10,000 and $8,000, respectively, and penalties in 2015 and 2014 of $7,000. Of these amounts, $244,000 and $210,000 at December 31, 2015 and 2014, respectively, represents the net unrecognized tax benefits that, if recognized, would favorably impact the effective income tax rate. The remaining $206,000 and $150,000 at December 31, 2015 and 2014, respectively, 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. The change in the unrecognized tax benefits for 2015 and 2014 is as follows: (In thousands) Balance of unrecognized tax benefits at December 31, 2013 $ 188 Reductions due to lapse of applicable statute of limitations (26 ) Additions based on tax positions of prior years 10 Additions based on tax positions related to the current year 188 Balance of unrecognized tax benefits at December 31, 2014 $ 360 Reductions due to lapse of applicable statute of limitations (24 ) Reductions based on tax positions of prior years (3 ) Additions based on tax positions related to the current year 117 Balance of unrecognized tax benefits at December 31, 2015 $ 450 The Company files a U.S. federal income tax return, various state jurisdictions and a Canada federal and provincial income tax return. The 2012 to 2015 U.S. federal and state returns remain open to examination. The Company is currently under a United States federal tax examination for the tax year ended December 31, 2013. The 2011 to 2015 Canada federal and provincial income tax returns remain open to examination. |
Note 8 - Notes Payable
Note 8 - Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | (8) Notes Payable Notes payable consisted of the following: 2015 2014 (In thousands) Revolving credit note with U.S. Bank, maximum available $6.5 million subject to borrowing base, matures June 30, 2016 $ -- $ -- Note payable to U.S. Bank for $11.8 million, interest at a 3.12% fixed rate, 60 monthly principal and interest payments of $212,468 through April 2018 5,739 8,068 Total notes payable 5,739 8,068 Less current portion 2,402 2,328 Note payable, net of current portion $ 3,337 $ 5,740 The Company’s revolving credit note 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 December 31, 2015, and throughout 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 December 31, 2015. The term note and revolving credit note are secured by certain of the Company’s assets, including the Company’s land, building, accounts receivable and intangible assets. The term note and the 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 December 31, 2015, the Company was in compliance with the financial covenants. The remaining note payable maturities for each year subsequent to December 31, 2015, are as follows: Total 2016 2017 2018 (In thousands) Notes payable $ 5,739 $ 2,402 $ 2,480 $ 857 |
Note 9 - Share-Based Compensati
Note 9 - Share-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | (9) 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 non-vested stock awards have been determined to be equity-classified awards. The National Research Corporation 2001 Equity Incentive Plan (“2001 Equity Incentive Plan”) provided for the granting of stock options, stock appreciation rights, restricted stock, performance shares and other share-based awards and benefits up to an aggregate of 1,800,000 shares of class A common stock and 300,000 shares of class B common stock. Stock options granted could have been either nonqualified or incentive stock options. Stock options vest over one to five years following the date of grant and option terms are generally five to ten years following the date of grant. Due to the expiration of the 2001 Equity Incentive Plan, at December 31, 2015, there were no shares of stock available for future grants. The Company has accounted for grants of 1,683,309 class A and 280,552 class B options and restricted stock under the 2001 Equity Incentive Plan using the date of grant as the measurement date for financial accounting purposes. 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 shares of class A common stock and 500,000 shares of class B common stock. The 2004 Director Plan provides for grants of nonqualified stock options to each director of the Company who is not employed by the Company. On the date of each annual meeting of shareholders of the Company, options to purchase 36,000 shares of class A common stock and 6,000 shares of class B common stock are granted to directors that are 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. At December 31, 2015, there were 1,245,000 shares of class A common stock and 207,500 shares of class B common stock available for issuance pursuant to future grants under the 2004 Director Plan. The Company has accounted for grants of 1,755,000 class A and 292,500 class B options under the 2004 Director Plan using the date of grant as the measurement date for financial accounting purposes. The National Research Corporation 2006 Equity Incentive Plan (the “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 shares of class A common stock and 300,000 shares of class B common stock. Stock options granted may be either incentive stock options or nonqualified stock options. Vesting terms vary with each grant and option terms are generally five to ten years following the date of grant. At December 31, 2015, there were 1,044,778 shares of class A common stock and 175,075 shares of class B common stock available for issuance pursuant to future grants under the 2006 Equity Incentive Plan. The Company has accounted for grants of 755,222 class A and 124,925 class B options and restricted stock under the 2006 Equity Incentive Plan using the date of grant as the measurement date for financial accounting purposes. The Company granted options to purchase 261,306 shares of class A common stock and 43,551 shares of class B common stock during 2015. During 2014, the Company granted options to purchase 204,166 shares of class A common stock and 32,217 shares of class B common stock, and during 2013 granted options to purchase 232,344 shares of class A common stock and 38,718 shares of class B common stock. Options to purchase shares of common stock are typically granted with exercise prices equal to the fair value of the common stock on the date of grant. The Company does, in certain limited situations, grant options with exercise prices that exceed the fair value of the common shares on the date of grant. The fair value of stock options granted was estimated using a Black-Scholes valuation model with the following assumptions: 2015 2014 2013 Class A Class B Class A Class B (Pre-Recap) Expected dividend yield at date of grant 2.00 to 2.57% 5.29 to 5.72% 1.47 to 1.97% 4.03 to 4.87% 2.26 to 3.46% Expected stock price volatility 30.86 to 34.87% 29.72 to 33.94% 27.52 to 32.03% 30.13 to 32.65% 30.34 to 30.51% Risk-free interest rate 1.41 to 1.78% 1.41 to 1.78% 1.63 to 2.37% 1.63 to 2.37% 0.55 to 1.07% Expected life of options (in years) 5 to 7 5 to 7 5 to 7 5 to 7 4 to 6 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 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 2001 and 2006 Equity Incentive Plans and the 2004 Director Plan for the year ended December 31, 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 261,306 $ 14.02 Exercised (43,983 ) $ 6.67 $ 350 Forfeited (56,105 ) $ 13.12 Outstanding at December 31, 2015 1,485,738 $ 11.65 6.00 $ 6,686 Exercisable at December 31, 2015 1,041,990 $ 11.11 5.22 $ 5,263 Class B Outstanding at December 31, 2014 213,470 $ 24.32 Granted 43,551 $ 34.47 Exercised (7,330 ) $ 15.38 $ 151 Forfeited (9,018 ) $ 27.61 Outstanding at December 31, 2015 240,673 $ 26.31 6.06 $ 2,532 Exercisable at December 31, 2015 167,663 $ 25.10 5.29 $ 2,041 During 2015, the weighted average grant date fair value of the stock options granted was $3.49 and $5.45 for class A common stock and class B common stock respectively. The weighted average grant date fair value of stock options granted during 2014 was $2.14 for class A common stock and $2.16 for class B common stock. The weighted average grant date fair value of stock options granted during 2013 was $3.24 for both class A and class B common stock. The total intrinsic value of stock options exercised during 2015, 2014, and 2013 was $350,000, $1.5 million, and $1.1 million for the shares of class A common stock and $151,000, $502,000, and $992,000 for the shares of class B common stock, respectively. The total intrinsic value of stock options vested during 2015, 2014 and 2013 was $1.4 million, $528,000, and $1.5 million for the shares of class A common stock and $415,000, $402,000, and $514,000 for the shares of class B common stock, respectively. As of December 31, 2015, the total unrecognized compensation cost related to non-vested stock option awards was approximately $595,000 and $139,000 for class A and class B common stock shares, respectively, which was expected to be recognized over a weighted average period of 2.04 years and 2.10 years for class A and class B common stock shares, respectively. Cash received from stock options exercised for the years ended December 31, 2014, and 2013 was $408,000, and $840,000, respectively. There was no cash received from stock options exercised for the year ended December 31, 2015. The Company recognized $828,000, $707,000 and $815,000 of non-cash compensation for the years ended December 31, 2015, 2014, and 2013, respectively, related to options, which is included in selling, general and administrative expenses. The actual tax benefit realized for the tax deduction from stock options exercised was $217,000, $622,000 and $753,000, for the years ended December 31, 2015, 2014, and 2013, respectively. During 2015 and 2014, the Company granted 89,416 and 73,506 non-vested shares of class A and 14,902 and 12,251 and class B common stock, respectively, under the 2006 Equity Incentive Plan. No non-vested shares of common stock were granted during 2013. As of December 31, 2015, the Company had 183,814 and 30,635 non-vested shares of class A and class B common stock, respectively, outstanding under the 2006 Equity Incentive Plan. These shares vest over one to five years following the date of grant and holders thereof are entitled to receive dividends from the date of grant, whether or not vested. The fair value of the awards is calculated as the fair market value of the shares on the date of grant. The Company recognized $555,000, $35,000 and $140,000 of non-cash compensation for the years ended December 31, 2015, 2014, and 2013, respectively, related to this non-vested stock, which is included in selling, general and administrative expenses. The following table summarizes information regarding non-vested stock granted to associates under the 2001 and 2006 Equity Incentive Plans for the year ended December 31, 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 110,646 $ 11.10 18,441 $ 36.42 Granted 89,416 $ 13.51 14,902 $ 36.72 Forfeited (16,248 ) $ 5.39 (2,708 ) $ 32.31 Outstanding at December 31, 2015 183,814 $ 12.78 30,635 $ 36.93 As of December 31, 2015, the total unrecognized compensation cost related to non-vested stock awards was approximately $2.5 million and is expected to be recognized over a weighted average period of 3.21 years. |
Note 10 - Leases
Note 10 - Leases | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Leases of Lessor Disclosure [Text Block] | ( 10 ) Leases The Company leases printing equipment in the United States, and office space in Canada, California, Georgia, Nebraska and Washington. The Company recorded rent expense in connection with its operating leases of $1 million, $840,000, and $720,000 in 2015, 2014, and 2013, respectively. The Company also has capital leases for production, mailing and computer equipment. Payments under non-cancelable operating leases and capital leases at December 31, 2015 are: Year Ending December 31, Capital Operating Leases (In thousands) 2016 $ 78 $ 579 2017 70 398 2018 35 280 2019 -- 102 2020 -- -- Total minimum lease payments 183 Less: Amount representing interest 6 Present value of minimum lease payments 177 Less: Current maturities 74 Capital lease obligations, net of current portion $ 103 |
Note 11 - Related Party
Note 11 - Related Party | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | (11) Related Party 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, in 2007 the Company began purchasing dental insurance for certain of its associates from Ameritas Life Insurance Corp. and, in 2009, the Company also began purchasing vision insurance for certain of its associates from Ameritas Life Insurance Corp. The total value of these purchases was $227,000, $207,000 and $212,000 in 2015, 2014 and 2013 respectively. Michael Hays, our Chief Executive Officer, owns 14% of the equity interests of Nebraska Global Investment Company LLC. In 2013 the Company purchased certain technology consulting and software development services from Nebraska Global Investment Company LLC for $57,000. There were no purchases in 2015 and 2014. |
Note 12 - Associate Benefits
Note 12 - Associate Benefits | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Compensation and Employee Benefit Plans [Text Block] | (12) Associate Benefits The Company sponsors a qualified 401(k) plan covering substantially all associates with no eligibility service requirement. Under the 401(k) plan, the Company matches 25.0% of the first 6.0% of compensation contributed by each associate. Employer contributions, which are discretionary, vest to participants at a rate of 20% per year. The Company contributed $330,000, $216,000 and $252,000 in 2015, 2014 and 2013, respectively, as a matching percentage of associate 401(k) contributions. |
Note 13 - Recent Accounting Pro
Note 13 - Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | (13) Recent Accounting Pronouncements In April 2014, the FASB issued Accounting Standards Update (“ASU”) 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” In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. The standard amends the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, organizations will now be required to classify all deferred tax assets and liabilities as noncurrent. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this update. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, with early adoption permitted. ASU 2015-17 may be either applied prospectively to all deferred tax assets and liabilities or retrospectively to all periods presented. The adoption of ASU 2015-17 is not expected to have a significant impact on the Company’s consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU 2016-02, Leases |
Note 14 - Segment Information
Note 14 - Segment Information | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | (1 4 ) Segment Information The Company’s six operating segments are aggregated into one reporting segment because they have similar economic characteristics and meet the other aggregation criteria from the FASB guidance on segment disclosure. The six operating segments are Experience, The Governance Institute, Market Insights, Reputation, National Research Corporation Canada and Connect, each of which offer a portfolio of solutions to address specific market needs around growth, engagement, informing and thought leadership for healthcare organizations. On December 21, 2015, selected assets and liabilities were sold from a seventh operating segment, Predictive Analytics, reducing the number of operating segments to six as of December 31, 2015. 2015 2014 2013 (In thousands) Revenue: United States $ 97,097 $ 92,270 $ 85,863 Canada 5,246 6,567 6,727 Total $ 102,343 $ 98,837 $ 92,590 Long-lived assets: United States $ 70,624 $ 73,328 $ 71,139 Canada 2,364 2,994 3,383 Total $ 72,988 $ 76,322 $ 74,522 Total assets: United States $ 116,530 $ 115,730 $ 98,074 Canada 12,569 13,780 13,014 Total $ 129,099 $ 129,510 $ 111,088 |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Schedule of Valuation and Qualifying Accounts Disclosure [Text Block] | NATIONAL RESEA RCH CORPORATION AND SUBSIDIARIES Schedule II — Valuation and Qualifying Accounts (In thousands) Balance at Beginning of Year Bad Debt Expense Write-offs Net of Recoveries Balance at End of Year Allowance for doubtful accounts: Year Ended December 31, 2013 $ 244 $ 145 $ 206 $ 183 Year Ended December 31, 2014 $ 183 $ 305 $ 282 $ 206 Year Ended December 31, 2015 $ 206 $ 111 $ 144 $ 173 See accompanying report of independent registered public accounting firm. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Recapitalization, Policy [Policy Text Block] | Recapitalization In May 2013, the Company consummated a recapitalization (the “May 2013 Recapitalization”) pursuant to which the Company established two classes of common stock (class A common stock and class B common stock), issued a dividend of three shares of class A common stock for each share of the Company’s then existing common stock and reclassified each then existing share of common stock as one-half of one share of class B common stock. All previously reported share and per share amounts in the accompanying financial statements and related notes have been restated to reflect the May 2013 Recapitalization. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiary, National Research Corporation Canada, and its majority-owned subsidiary, Customer-Connect, LLC (“Connect”). Prior to becoming a majority-owned subsidiary, the accounts of Connect, a variable interest entity for which NRC had been deemed the primary beneficiary, were included in the consolidated financial statements of the Company. All significant intercompany transactions and balances have been eliminated. |
Use of Estimates, Policy [Policy Text Block] | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. |
Reclassification, Policy [Policy Text Block] | Reclassifications Certain reclassifications have been made to the 2014 financial statement information to conform to the 2015 financial statement presentation. There was no impact on the previously reported net income and earnings per share. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Translation of Foreign Currencies The Company’s Canadian subsidiary uses as its functional currency the local currency of the country in which it operates. It translates its assets and liabilities into U.S. dollars at the exchange rate in effect at the balance sheet date. It translates its revenue and expenses at the average exchange rate during the period. The Company includes translation gains and losses in accumulated other comprehensive income (loss), a component of shareholders’ equity. Gains and losses related to transactions denominated in a currency other than the functional currency of the country in which the Company operates and short-term intercompany accounts are included in other income (expense) in the consolidated statements of income. Since the undistributed earnings of the Company’s foreign subsidiary are considered to be indefinitely reinvested, the components of accumulated other comprehensive income (loss) have not been tax effected. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company derives a majority of its operating revenue from its annually renewable services, which include performance measurement and improvement services, healthcare analytics and governance education services. The Company provides these services to its clients under annual client service contracts, although such contracts are generally cancelable on short or no notice without penalty. Services are provided under subscription-based service agreements. The Company recognizes subscription-based service revenue over the period of time the service is provided. Generally, the subscription periods are for twelve months and revenue is recognized equally over the subscription period. Certain contracts are fixed-fee arrangements with a portion of the project fee billed in advance and the remainder billed periodically over the duration of the project. Revenue for services provided under these contracts are recognized under the proportional performance method. Under the proportional performance method, the Company recognizes revenue based on output measures or key milestones such as survey set-up, survey mailings, survey returns and reporting. The Company measures its progress based on the level of completion of these output measures and recognizes revenue accordingly. Management judgments and estimates must be made and used in connection with revenue recognized using the proportional performance method. If management made different judgments and estimates, then the amount and timing of revenue for any period could differ materially from the reported revenue. The Company’s revenue arrangements with a client may include combinations of performance measurement and improvement services, healthcare analytics or governance education services which may be executed at the same time, or within close proximity of one another (referred to as a multiple-element arrangement). Each element of a multiple-element arrangement is accounted for as a separate unit of accounting provided each delivered element is sold separately by the Company or another vendor; and for an arrangement that includes a general right of return relative to the undelivered elements, delivery or performance of the undelivered services are considered probable and substantially in the control of the Company. The Company’s arrangements generally do not include a general right of return related to the delivered services. If these criteria are not met, the arrangement is accounted for as a single unit of accounting with revenue generally recognized equally over the subscription period or recognized under the proportional performance method. |
Business Combinations Policy [Policy Text Block] | Business Combinations The Company uses the acquisition method of accounting for acquired businesses. Under the acquisition method, the financial statements reflect the operations of an acquired business starting from the completion of the acquisition. The assets acquired and liabilities assumed are recorded at their respective estimated fair values at the date of the acquisition. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. Significant judgment is required in estimating the fair value of assets acquired, especially intangible assets. As a result, in the case of significant acquisitions we typically engage third-party valuation specialists in estimating fair values of tangible and intangible assets. The fair value estimates are based on available historical information and on expectations and assumptions about the future, considering the perspective of marketplace participants. |
Segment Reporting, Policy [Policy Text Block] | Segment Information During 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 were Experience, The Governance Institute, Market Insights, Reputation, Predictive Analytics, National Research Corporation Canada and Connect, each of which offer a portfolio of solutions to address specific market needs around growth, informing, engagement and thought leadership for healthcare organizations. As discussed in Note 3, o n December 21, 2015, selected assets and liabilities were sold from the Predictive Analytics operating segment, reducing the number of operating segments to six as of December 31, 2015. |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Trade Accounts Receivable Trade accounts receivable are recorded at the invoiced amount. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on the Company’s historical write-off experience. The Company reviews the allowance for doubtful accounts monthly. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment is stated at cost. Major expenditures to purchase property or to substantially increase useful lives of property are capitalized. Maintenance, repairs and minor renewals are expensed as incurred. When assets are retired or otherwise disposed of, their costs and related accumulated depreciation are removed from the accounts and resulting gains or losses are included in income. For costs of software developed for internal use, the Company expenses computer software costs as incurred in the preliminary project stage, which involves the conceptual formulation, evaluation and selection of technology alternatives. Costs incurred related to the design, coding, installation and testing of software during the application project stage are capitalized. Costs for training and application maintenance are expensed as incurred. The Company has capitalized approximately $2.0 million of internal and external costs incurred for the development of internal-use software for each of the years ended December 31, 2015 and 2014, with such costs classified as property and equipment. The Company provides for depreciation and amortization of property and equipment using annual rates which are sufficient to amortize the cost of depreciable assets over their estimated useful lives. The Company uses the straight-line method of depreciation and amortization over estimated useful lives of three to ten years for furniture and equipment, three to five years for computer equipment, three to five years for capitalized software, and seven to forty years for the Company’s office building and related improvements. Leases are categorized as operating or capital at the inception of the lease. Assets under capital lease obligations are reported at the lower of fair value or the present value of the aggregate future minimum lease payments at the beginning of the lease term. The Company depreciates capital lease assets without transfer-of-ownership or bargain-purchase-options using the straight-line method over the lease terms, excluding any lease renewals, unless the lease renewals are reasonably assured. Capital lease assets with transfer-of-ownership or bargain-purchase-options are depreciated using the straight-line method over the assets’ estimated useful lives. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets and Amortizing Intangible Assets Long-lived assets, such as property and equipment and purchased intangible assets subject to depreciation or amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. No impairments were recorded during the years ended December 31, 2015, 2014, or 2013. Among others, management believes the following circumstances are important indicators of potential impairment of such assets and as a result may trigger an impairment review: ● Significant underperformance in comparison to historical or projected operating results; ● Significant changes in the manner or use of acquired assets or the Company’s overall strategy; ● Significant negative trends in the Company’s industry or the overall economy; ● A significant decline in the market price for the Company’s common stock for a sustained period; and ● The Company’s market capitalization falling below the book value of the Company’s net assets. |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Goodwill and Intangible Assets Intangible assets include customer relationships, trade names, technology, non-compete agreements and goodwill. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company reviews intangible assets with indefinite lives for impairment annually as of October 1 and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. When performing the impairment assessment, the Company will first assess qualitative factors to determine whether it is necessary to recalculate the fair value of the intangible assets with indefinite lives. If the Company believes, as a result of the qualitative assessment, that it is more likely than not that the fair value of the indefinite-lived intangibles is less than their carrying amount, the Company calculates the fair value using a market approach. If the carrying value of intangible assets with indefinite lives exceeds their fair value, then the intangible assets are written-down to their fair values. The Company did not recognize any impairments related to indefinite-lived intangibles during 2015, 2014 or 2013. Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. All of the Company’s goodwill is allocated to its reporting units, which are the same as its operating segments. Goodwill is reviewed for impairment at least annually, as of October 1, and whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. The Company reviews for goodwill impairment by first assessing qualitative factors to determine whether any impairment may exist. If the Company believes, as a result of the qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative two-step test is required; otherwise, no further testing is required. Under the first step of the quantitative test, the fair value of the reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit exceeds its carrying value, step two is not performed. If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the Company performs step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the fair value of that goodwill. The fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the fair value of the reporting unit goodwill. In instances when a step two is required, the fair value of the reporting unit is determined using an income approach and comparable market multiples. Under the income approach, there are a number of inputs used to calculate the fair value using a discounted cash flow model, including operating results, business plans, projected cash flows and a discount rate. Discount rates, growth rates and cash flow projections are the most sensitive and susceptible to change as they require significant management judgment. Discount rates are determined by using a weighted average cost of capital, which considers market and industry data. Management develops growth rates and cash flow projections for each reporting unit considering industry and Company-specific historical and projected information. Terminal value rate determination follows common methodology of capturing the present value of perpetual cash flow estimates beyond the last projected period assuming a constant weighted average cost of capital and low long-term growth rates. Under the market approach, the Company considers its market capitalization, comparisons to other public companies’ data, and recent transactions of similar businesses within the Company’s industry. 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. The Company performed a qualitative analysis as of October 1, 2015 which did not indicate that it was more likely than not that the carrying values of the reporting units exceeded fair value. No impairments were recorded during the years ended December 31, 2015, 2014 or 2013. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under that method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis using enacted tax rates. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances, if any, are established when necessary to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company uses the deferral method of accounting for its investment tax credits related to state tax incentives. During the years ended December 31, 2015, 2014 and 2013, the Company recorded income tax benefits relating to these tax credits of $156,000, $224,000, and $290,000, respectively. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Share-Based Compensation The compensation expense on share-based payments 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. Amounts recognized in the financial statements with respect to these plans: 2015 2014 2013 (In thousands) Amounts charged against income, before income tax benefit $ 1,383 $ 742 $ 955 Amount of related income tax benefit (505 ) (269 ) (377 ) Total impact to net income $ 878 $ 473 $ 578 |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash equivalents were $39.8 million and $39.1 million as of December 31, 2015, and 2014, respectively, consisting primarily of money market accounts and funds invested in commercial paper. At certain times, cash equivalent balances may exceed federally insured limits. |
Fair Value Measurement, Policy [Policy Text Block] | 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. Commercial paper included in cash equivalents is valued at amortized cost, which approximates fair value due to its short-term nature. These are included as a Level 2 measurement in the table below. The following details the Company’s financial assets and liabilities within the fair value hierarchy at December 31, 2015 and 2014: Level 1 Level 2 Level 3 Total (In thousands) As of December 31, 2015 Money Market Funds $ 8,954 $ -- $ -- $ 8,954 Commercial Paper $ -- $ 30,872 $ -- $ 30,872 Total $ 8,954 $ 30,872 $ -- $ 39,826 As of December 31, 2014 Money Market Funds $ 9,442 $ -- $ -- $ 9,442 Commercial Paper $ -- $ 29,686 $ -- $ 29,686 Total $ 9,442 $ 29,686 $ -- $ 39,128 There were no transfers between levels during the years ended December 31, 2015 and 2014. The Company's long-term debt described in Note 8 is recorded at historical cost. The fair value of long-term debt is classified in Level 2 of the fair value hierarchy and was estimated based primarily on estimated current rates available for debt of the same remaining duration and adjusted for nonperformance and credit. The following are the carrying amount and estimated fair values of long-term debt: December 31, 2015 December 31, 2014 (In thousands) Total carrying amount of long-term debt $ 5,739 $ 8,068 Estimated fair value of long-term debt $ 5,708 $ 7,997 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 December 31, 2015 and 2014, there was no impairment related to property and equipment, goodwill and other intangible assets. |
Commitments and Contingencies, Policy [Policy Text Block] | Contingencies From time to time, the Company is involved in certain claims and litigation arising in the normal course of business. Management assesses the probability of loss for such contingencies and recognizes a liability when a loss is probable and estimable. At December 31, 2015, the Company was not engaged in any legal proceedings that are expected, individually or in the aggregate, to have a material effect on the Company. |
Earnings Per Share, Policy [Policy Text Block] | Earnings Per Share Net income per share of class A common stock and class B common stock is computed using the two-class method. Basic net income per share is computed by allocating undistributed earnings to common shares and using the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted-average number of common shares and, if dilutive, the potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and vesting of restricted stock. The dilutive effect of outstanding stock options is reflected in diluted earnings per share by application of the treasury stock method. The liquidation rights and the rights upon the consummation of an extraordinary transaction 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 At December 31, 2015, 2014, and 2013, the Company had 556,418, 347,852 and 99,562 options of class A shares and 59,530, 21,248, and 6,407 options of class B shares, respectively, which have been excluded from the diluted net income per share computation because the exercise price exceeds the fair market value. At December 31, 2015, 1,544 shares of class B restricted stock were excluded from the diluted net income per share computation because the grant price exceeds the fair market value. 2015 2014 2013 Class A Class B Class A Class B Class A Class B (In thousands, except per share data) Numerator for net income per share - basic: Net income $ 8,759 $ 8,851 $ 9,062 $ 9,094 $ 7,741 $ 7,743 Allocation of distributed and undistributed income to unvested restricted stock shareholders (76 ) (77 ) -- -- -- -- Net income attributable to common shareholders $ 8,683 $ 8,774 $ 9,062 $ 9,094 $ 7,741 $ 7,743 Denominator for net income per share - basic: Weighted average common shares outstanding - basic 20,741 3,478 20,764 3,473 20,677 3,447 Net income per share - basic $ 0.42 $ 2.52 $ 0.44 $ 2.62 $ 0.37 $ 2.25 Numerator for net income per share - diluted: Net income attributable to common shareholders for basic computation $ 8,683 $ 8,774 $ 9,062 $ 9,094 $ 7,741 $ 7,743 Denominator for net income per share - diluted: Weighted average common s 20,741 3,478 20,764 3,473 20,677 3,447 Weighted average effect of dilutive securities – stock options: 240 44 312 63 422 67 Denominator for diluted earnings per share – adjusted weighted average shares 20,981 3,522 21,076 3,536 21,099 3,514 Net income per share - diluted $ 0.41 $ 2.49 $ 0.43 $ 2.57 $ 0.37 $ 2.20 |
Note 1 - Summary of Significa26
Note 1 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2015 Money Market Funds $ 8,954 $ -- $ -- $ 8,954 Commercial Paper $ -- $ 30,872 $ -- $ 30,872 Total $ 8,954 $ 30,872 $ -- $ 39,826 As of December 31, 2014 Money Market Funds $ 9,442 $ -- $ -- $ 9,442 Commercial Paper $ -- $ 29,686 $ -- $ 29,686 Total $ 9,442 $ 29,686 $ -- $ 39,128 |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | 2015 2014 2013 (In thousands) Amounts charged against income, before income tax benefit $ 1,383 $ 742 $ 955 Amount of related income tax benefit (505 ) (269 ) (377 ) Total impact to net income $ 878 $ 473 $ 578 |
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis [Table Text Block] | December 31, 2015 December 31, 2014 (In thousands) Total carrying amount of long-term debt $ 5,739 $ 8,068 Estimated fair value of long-term debt $ 5,708 $ 7,997 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | 2015 2014 2013 Class A Class B Class A Class B Class A Class B (In thousands, except per share data) Numerator for net income per share - basic: Net income $ 8,759 $ 8,851 $ 9,062 $ 9,094 $ 7,741 $ 7,743 Allocation of distributed and undistributed income to unvested restricted stock shareholders (76 ) (77 ) -- -- -- -- Net income attributable to common shareholders $ 8,683 $ 8,774 $ 9,062 $ 9,094 $ 7,741 $ 7,743 Denominator for net income per share - basic: Weighted average common shares outstanding - basic 20,741 3,478 20,764 3,473 20,677 3,447 Net income per share - basic $ 0.42 $ 2.52 $ 0.44 $ 2.62 $ 0.37 $ 2.25 Numerator for net income per share - diluted: Net income attributable to common shareholders for basic computation $ 8,683 $ 8,774 $ 9,062 $ 9,094 $ 7,741 $ 7,743 Denominator for net income per share - diluted: Weighted average common s 20,741 3,478 20,764 3,473 20,677 3,447 Weighted average effect of dilutive securities – stock options: 240 44 312 63 422 67 Denominator for diluted earnings per share – adjusted weighted average shares 20,981 3,522 21,076 3,536 21,099 3,514 Net income per share - diluted $ 0.41 $ 2.49 $ 0.43 $ 2.57 $ 0.37 $ 2.20 |
Note 2 - Acquisitions (Tables)
Note 2 - Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Amount of Identified Assets Acquired and Liabilities Assumed ($ in thousands) Current Assets $ 36 Property and equipment 16 Customer relationships 382 Technology 1,110 Goodwill 1,124 Other Long Term Assets 23 Total acquired assets 2,691 Current liabilities (117 ) Net assets acquired $ 2,574 |
Business Acquisition, Pro Forma Information [Table Text Block] | Year Ended December 31, 2014 (In thousands, except per share data) Revenue $ 99,266 Net income $ 17,642 Basic Earnings per share – Class A $ 0.42 Basic Earnings per share – Class B $ 2.54 Diluted Earnings per share – Class A $ 0.42 Diluted earnings per share – Class B $ 2.50 |
Note 3 - Divestitures (Tables)
Note 3 - Divestitures (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | Assets and Liabilities Sold ($ in thousands) Assets: Prepaid Expenses $ 3 Software and Technology 161 Other intangible assets 819 Goodwill 276 Liabilities: Deferred Revenue (748 ) Net assets sold $ 511 |
Note 4 - Connect (Tables)
Note 4 - Connect (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Table Text Block] | 2015 2014 2013 Connect net loss attributable to NRC $ (533 ) $ (1,488 ) $ (837 ) Decrease in NRC paid in capital due to acquisitions of non-controlling interest (2,789 ) -- -- Change to NRC equity resulting from Connect net loss and acquisitions of non-controlling interest $ (3,322 ) $ (1,488 ) $ (837 ) |
Note 5 - Property and Equipme30
Note 5 - Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | 2015 2014 (In thousands) Furniture and equipment $ 4,738 $ 4,675 Computer equipment and software 20,042 20,055 Building 9,386 9,577 Land 425 425 34,591 34,732 Less accumulated depreciation and amortization 23,466 22,589 Net property and equipment $ 11,125 $ 12,143 |
Schedule of Capital Leased Assets [Table Text Block] | 2015 2014 (In thousands) Furniture and equipment $ 787 $ 767 Computer equipment and software 56 55 843 822 Less accumulated amortization 567 414 Net assets under capital lease $ 276 $ 408 |
Note 6 - Goodwill and Intangi31
Note 6 - Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Intangible Assets [Table Text Block] | Accumulated Amortization (In years) (In thousands) Goodwill $ 57,792 $ 57,792 Non-amortizing intangible assets: Indefinite trade name 1,191 1,191 Amortizing intangible assets: Customer related 5 - 15 9,323 7,726 1,597 Technology 7 1,110 185 925 Trade names 5 - 10 1,572 1,507 65 Total amortizing intangible assets 12,005 9,418 2,587 Total intangible assets other than goodwill $ 13,196 $ 9,418 $ 3,778 Accumulated Amortization (In years) (In thousands) Goodwill $ 58,489 $ 58,489 Non-amortizing intangible assets: Indefinite trade name 1,191 1,191 Amortizing intangible assets: Customer related 5 - 15 10,857 7,937 2,920 Technology 7 1,110 26 1,084 Non-compete agreements 3 430 430 - Trade names 5 - 10 1,902 1,641 261 Total amortizing intangible assets 14,299 10,034 4,265 Total intangible assets other than goodwill $ 15,490 $ 10,034 $ 5,456 |
Schedule of Goodwill [Table Text Block] | Balance as of December 31, 2013 $ 57,593 Acquisition 1,124 Foreign currency translation (228 ) Balance as of December 31, 2014 $ 58,489 Sale of certain assets and liabilities of operating segment (276 ) Foreign currency translation (421 ) Balance as of December 31, 2015 $ 57,792 |
Note 7 - Income Taxes (Tables)
Note 7 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | 2015 2014 2013 (In thousands) U.S. Operations $ 25,536 $ 25,338 $ 21,882 Foreign Operations 1,824 2,754 2,606 $ 27,360 $ 28,092 $ 24,488 |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | 2015 2014 2013 (In thousands) Federal: Current $ 9,955 $ 8,578 $ 7,169 Deferred (1,232 ) 99 195 Total $ 8,723 $ 8,677 $ 7,364 Foreign: Current $ 455 $ 714 $ 716 Deferred (23 ) 34 (7 ) Total $ 432 $ 748 $ 709 State: Current $ 680 $ 448 $ 1,020 Deferred (85 ) 63 (89 ) Total $ 595 $ 511 $ 931 Total $ 9,750 $ 9,936 $ 9,004 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 2015 2014 2013 (In thousands) Expected federal income taxes $ 9,576 $ 9,832 $ 8,571 Foreign tax rate differential (139 ) (239 ) (226 ) State income taxes, net of federal benefit and state tax credits 391 332 605 Federal tax credits (150 ) (150 ) (217 ) Uncertain tax positions 93 182 (43 ) Deferred tax adjustment due to change in state tax law 39 58 -- Recapitalization expenses -- -- 182 Release of valuation allowance -- 1,124 14 Expiration of capital loss carryforward -- (1,124 ) -- Other (60 ) (79 ) 118 Total $ 9,750 $ 9,936 $ 9,004 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 2015 2014 (In thousands) Deferred tax assets: Allowance for doubtful accounts $ 58 $ 71 Accrued expenses 578 529 Share based compensation 1,796 1,239 Accrued bonuses 618 -- Other 94 38 Deferred tax assets 3,144 1,877 Deferred tax liabilities: Prepaid expenses 261 251 Property and equipment 943 1,319 Intangible assets 7,616 7,308 Other 68 82 Deferred tax liabilities 8,888 8,960 Net deferred tax liabilities $ (5,744 ) $ (7,083 ) |
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | (In thousands) Balance of unrecognized tax benefits at December 31, 2013 $ 188 Reductions due to lapse of applicable statute of limitations (26 ) Additions based on tax positions of prior years 10 Additions based on tax positions related to the current year 188 Balance of unrecognized tax benefits at December 31, 2014 $ 360 Reductions due to lapse of applicable statute of limitations (24 ) Reductions based on tax positions of prior years (3 ) Additions based on tax positions related to the current year 117 Balance of unrecognized tax benefits at December 31, 2015 $ 450 |
Note 8 - Notes Payable (Tables)
Note 8 - Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | 2015 2014 (In thousands) Revolving credit note with U.S. Bank, maximum available $6.5 million subject to borrowing base, matures June 30, 2016 $ -- $ -- Note payable to U.S. Bank for $11.8 million, interest at a 3.12% fixed rate, 60 monthly principal and interest payments of $212,468 through April 2018 5,739 8,068 Total notes payable 5,739 8,068 Less current portion 2,402 2,328 Note payable, net of current portion $ 3,337 $ 5,740 |
Schedule of Long-term Debt Instruments [Table Text Block] | Total 2016 2017 2018 (In thousands) Notes payable $ 5,739 $ 2,402 $ 2,480 $ 857 |
Note 9 - Share-Based Compensa34
Note 9 - Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2015 2014 2013 Class A Class B Class A Class B (Pre-Recap) Expected dividend yield at date of grant 2.00 to 2.57% 5.29 to 5.72% 1.47 to 1.97% 4.03 to 4.87% 2.26 to 3.46% Expected stock price volatility 30.86 to 34.87% 29.72 to 33.94% 27.52 to 32.03% 30.13 to 32.65% 30.34 to 30.51% Risk-free interest rate 1.41 to 1.78% 1.41 to 1.78% 1.63 to 2.37% 1.63 to 2.37% 0.55 to 1.07% Expected life of options (in years) 5 to 7 5 to 7 5 to 7 5 to 7 4 to 6 |
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 261,306 $ 14.02 Exercised (43,983 ) $ 6.67 $ 350 Forfeited (56,105 ) $ 13.12 Outstanding at December 31, 2015 1,485,738 $ 11.65 6.00 $ 6,686 Exercisable at December 31, 2015 1,041,990 $ 11.11 5.22 $ 5,263 Class B Outstanding at December 31, 2014 213,470 $ 24.32 Granted 43,551 $ 34.47 Exercised (7,330 ) $ 15.38 $ 151 Forfeited (9,018 ) $ 27.61 Outstanding at December 31, 2015 240,673 $ 26.31 6.06 $ 2,532 Exercisable at December 31, 2015 167,663 $ 25.10 5.29 $ 2,041 |
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 110,646 $ 11.10 18,441 $ 36.42 Granted 89,416 $ 13.51 14,902 $ 36.72 Forfeited (16,248 ) $ 5.39 (2,708 ) $ 32.31 Outstanding at December 31, 2015 183,814 $ 12.78 30,635 $ 36.93 |
Note 10 - Leases (Tables)
Note 10 - Leases (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Future Minimum Payments for Operating Leases and Capital Leases [Table Text Block] | Year Ending December 31, Capital Operating Leases (In thousands) 2016 $ 78 $ 579 2017 70 398 2018 35 280 2019 -- 102 2020 -- -- Total minimum lease payments 183 Less: Amount representing interest 6 Present value of minimum lease payments 177 Less: Current maturities 74 Capital lease obligations, net of current portion $ 103 |
Note 14 - Segment Information (
Note 14 - Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] | 2015 2014 2013 (In thousands) Revenue: United States $ 97,097 $ 92,270 $ 85,863 Canada 5,246 6,567 6,727 Total $ 102,343 $ 98,837 $ 92,590 Long-lived assets: United States $ 70,624 $ 73,328 $ 71,139 Canada 2,364 2,994 3,383 Total $ 72,988 $ 76,322 $ 74,522 Total assets: United States $ 116,530 $ 115,730 $ 98,074 Canada 12,569 13,780 13,014 Total $ 129,099 $ 129,510 $ 111,088 |
Schedule II - Valuation and Q37
Schedule II - Valuation and Qualifying Accounts (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Allowance for Credit Losses on Financing Receivables [Table Text Block] | Balance at Beginning of Year Bad Debt Expense Write-offs Net of Recoveries Balance at End of Year Allowance for doubtful accounts: Year Ended December 31, 2013 $ 244 $ 145 $ 206 $ 183 Year Ended December 31, 2014 $ 183 $ 305 $ 282 $ 206 Year Ended December 31, 2015 $ 206 $ 111 $ 144 $ 173 |
Note 1 - Summary of Significa38
Note 1 - Summary of Significant Accounting Policies (Details Textual) | Dec. 31, 2015USD ($) | May. 31, 2015shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($)shares |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk, Percentage | 15.00% | 16.00% | 19.00% | ||
Common Class B [Member] | Employee Stock Option [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 59,530 | 21,248 | 6,407 | ||
Common Class B [Member] | |||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.5 | ||||
Common Class A [Member] | Employee Stock Option [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 556,418 | 347,852 | 99,562 | ||
Furniture and Fixtures [Member] | Minimum [Member] | |||||
Property, Plant and Equipment, Useful Life | 3 years | ||||
Furniture and Fixtures [Member] | Maximum [Member] | |||||
Property, Plant and Equipment, Useful Life | 10 years | ||||
Software and Software Development Costs [Member] | Minimum [Member] | |||||
Property, Plant and Equipment, Useful Life | 3 years | ||||
Software and Software Development Costs [Member] | Maximum [Member] | |||||
Property, Plant and Equipment, Useful Life | 5 years | ||||
Computer Equipment [Member] | Minimum [Member] | |||||
Property, Plant and Equipment, Useful Life | 3 years | ||||
Computer Equipment [Member] | Maximum [Member] | |||||
Property, Plant and Equipment, Useful Life | 5 years | ||||
Building and Building Improvements [Member] | Minimum [Member] | |||||
Property, Plant and Equipment, Useful Life | 7 years | ||||
Building and Building Improvements [Member] | Maximum [Member] | |||||
Property, Plant and Equipment, Useful Life | 40 years | ||||
Restricted Stock [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 1,544 | ||||
Asset Impairment Charges | $ 0 | $ 0 | $ 0 | ||
Impairment of Intangible Assets (Excluding Goodwill) | 0 | 0 | 0 | ||
Goodwill, Impairment Loss | $ 0 | $ 0 | 0 | ||
Number of Common Stock Classes | 2 | ||||
Common Stock Dividends, Number of Shares of Class A Common Stock Issued per Share of Common Stock | shares | 3 | ||||
Revenue Recognition Subscription Period | 1 year | ||||
Number of Operating Segments | 6 | 7 | 3 | ||
Number of Reportable Segments | 1 | ||||
Capitalized Computer Software, Additions | $ 2,000,000 | ||||
Income Tax Credits and Adjustments | 156,000 | $ 224,000 | $ 290,000 | ||
Cash Equivalents, at Carrying Value | $ 39,800,000 | $ 39,800,000 | $ 39,100,000 |
Note 1 - Share-based Compensati
Note 1 - Share-based Compensation Amounts Recognized in Financial Statements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Non-cash share-based compensation expense | $ 1,383 | $ 742 | $ 955 |
Amount of related income tax benefit | (505) | (269) | (377) |
Total impact to net income | $ 878 | $ 473 | $ 578 |
Note 1 - Fair Value of Financia
Note 1 - Fair Value of Financial Assets and Liabilities (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Assets, fair value | $ 8,954 | $ 9,442 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets, fair value | 8,954 | 9,442 |
Fair Value, Inputs, Level 2 [Member] | Commercial Paper [Member] | ||
Assets, fair value | 30,872 | 29,686 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets, fair value | 30,872 | 29,686 |
Money Market Funds [Member] | ||
Assets, fair value | 8,954 | 9,442 |
Commercial Paper [Member] | ||
Assets, fair value | 30,872 | 29,686 |
Assets, fair value | $ 39,826 | $ 39,128 |
Note 1 - Carrying Amount and Es
Note 1 - Carrying Amount and Estimated Fair Value of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Total carrying amount of long-term debt | $ 5,739 | $ 8,068 |
Estimated fair value of long-term debt | $ 5,708 | $ 7,997 |
Note 1 - Net Income Per Share C
Note 1 - Net Income Per Share Computation (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Common Class A [Member] | |||
Numerator for net income per share - basic: | |||
Net income | $ 8,759 | $ 9,062 | $ 7,741 |
Allocation of distributed and undistributed income to unvested restricted stock shareholders | (76) | ||
Net income attributable to common shareholders | $ 8,683 | $ 9,062 | $ 7,741 |
Basic earnings per share: | |||
Weighted average common shares outstanding - basic (in shares) | 20,741 | 20,764 | 20,677 |
Net income per share - basic (in dollars per share) | $ 0.42 | $ 0.44 | $ 0.37 |
Net income attributable to common shareholders | $ 8,683 | $ 9,062 | $ 7,741 |
Weighted average effect of dilutive securities – stock options: (in shares) | 240 | 312 | 422 |
Denominator for diluted earnings per share – adjusted weighted average shares (in shares) | 20,981 | 21,076 | 21,099 |
Net income per share - diluted (in dollars per share) | $ 0.41 | $ 0.43 | $ 0.37 |
Common Class B [Member] | |||
Numerator for net income per share - basic: | |||
Net income | $ 8,851 | $ 9,094 | $ 7,743 |
Allocation of distributed and undistributed income to unvested restricted stock shareholders | (77) | ||
Net income attributable to common shareholders | $ 8,774 | $ 9,094 | $ 7,743 |
Basic earnings per share: | |||
Weighted average common shares outstanding - basic (in shares) | 3,478 | 3,473 | 3,447 |
Net income per share - basic (in dollars per share) | $ 2.52 | $ 2.62 | $ 2.25 |
Net income attributable to common shareholders | $ 8,774 | $ 9,094 | $ 7,743 |
Weighted average effect of dilutive securities – stock options: (in shares) | 44 | 63 | 67 |
Denominator for diluted earnings per share – adjusted weighted average shares (in shares) | 3,522 | 3,536 | 3,514 |
Net income per share - diluted (in dollars per share) | $ 2.49 | $ 2.57 | $ 2.20 |
Net income | $ 17,610 | $ 18,156 | $ 15,484 |
Note 2 - Acquisitions (Details
Note 2 - Acquisitions (Details Textual) - USD ($) | Oct. 28, 2014 | Oct. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Digital Assent LLC [Member] | Selling, General and Administrative Expenses [Member] | |||||
Business Combination, Acquisition Related Costs | $ 52,000 | ||||
Digital Assent LLC [Member] | |||||
Payments to Acquire Businesses, Gross | $ 2,600,000 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years 94 days | ||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 95,000 | ||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | (548,000) | ||||
Seed Investment [Member] | |||||
Payment for Option and License | $ 800,000 | ||||
Payments to Purchase Options | 657,000 | ||||
Payment for License and Work to be Performed | 143,000 | ||||
Purchase Price for Potential Acquisition | $ 4,100,000 | ||||
Other than Temporary Impairment Losses, Investments, Portion Recognized in Earnings, Net | $ 657,000 | ||||
Payments to Purchase Options | $ 657,000 | ||||
Other than Temporary Impairment Losses, Investments, Portion Recognized in Earnings, Net | $ 657,000 |
Note 2 - Fair Value of Assets A
Note 2 - Fair Value of Assets Acquired and Liabilities Assumed (Details) $ in Thousands | Oct. 28, 2014USD ($) |
Digital Assent LLC [Member] | Customer Relationships [Member] | |
Property and equipment | $ 16 |
Digital Assent LLC [Member] | Technology-Based Intangible Assets [Member] | |
Finite-lived intangible assets | 382 |
Digital Assent LLC [Member] | |
Current Assets | 36 |
Finite-lived intangible assets | 1,110 |
Goodwill | 1,124 |
Other Long Term Assets | 23 |
Total acquired assets | 2,691 |
Current liabilities | (117) |
Net assets acquired | $ 2,574 |
Note 2 - Pro Forma Adjustments
Note 2 - Pro Forma Adjustments (Details) - Digital Assent LLC [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2014USD ($)$ / shares | |
Common Class A [Member] | |
Basic Earnings per share (in dollars per share) | $ 0.42 |
Diluted Earnings per share (in dollars per share) | 0.42 |
Common Class B [Member] | |
Basic Earnings per share (in dollars per share) | 2.54 |
Diluted Earnings per share (in dollars per share) | $ 2.50 |
Revenue | $ | $ 99,266 |
Net income | $ | $ 17,642 |
Note 3 - Divestitures (Details
Note 3 - Divestitures (Details Textual) - USD ($) | Dec. 21, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Predictive Analytics [Member] | Other Income [Member] | ||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | $ 1,100,000 | |||
Predictive Analytics [Member] | ||||
Proceeds from Divestiture of Businesses, Net of Cash Divested | 1,600,000 | |||
Proceeds from Divestiture of Businesses, Net of Cash Divested | $ 1,613,000 | |||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | $ 1,102,000 | |||
Escrow Deposit | $ 300,000 |
Note 3 - Assets and Liabilities
Note 3 - Assets and Liabilities Sold (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Software and Technology [Member] | |
Intangible Assets | $ 161 |
Other Intangible Assets [Member] | |
Intangible Assets | 819 |
Prepaid Expenses | 3 |
Goodwill | 276 |
Deferred Revenue | (748) |
Net assets sold | $ 511 |
Note 4 - Connect (Details Textu
Note 4 - Connect (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2015 | Jun. 30, 2013 | Dec. 31, 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% | ||
Connect [Member] | |||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 49.00% | ||
Capital Contributions to Variable Interest Entity | $ 2,800 | ||
Additional Capital Contributions to Variable Interest Entity | $ 1,300 | ||
Illuminate Health, LLC [Member] | |||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 11.00% | ||
Connect [Member] | Illuminate Health, LLC [Member] | |||
Ownership Percentage Available to Acquire at Each Recurring Contract Value Target Level | 33.33% | ||
Annual Recurring Contract Value Target Level One | $ 7,000 | ||
Annual Recurring Contract Value Target Level Two | 14,000 | ||
Annual Recurring Contract Value Target Level Three | $ 20,000 | ||
Connect [Member] | |||
Payments to Noncontrolling Interests | $ 2,800 | ||
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions | 89.00% | ||
Payments to Noncontrolling Interests | $ 2,789 |
Note 4 - Equity Impact from Cha
Note 4 - Equity Impact from Changes of Ownership in Connect (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Connect [Member] | |||
Connect net loss attributable to NRC | $ (533,000) | $ (1,488,000) | $ (837,000) |
Acquisition of non-controlling interest | (2,789,000) | ||
Change to NRC equity resulting from Connect net loss and acquisitions of non-controlling interest | (3,322,000) | $ (1,488,000) | $ (837,000) |
Acquisition of non-controlling interest | $ (2,789,000) |
Note 5 - Property and Equipme50
Note 5 - Property and Equipment (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Including Assets Held under Capital Lease [Member] | |||
Depreciation, Depletion and Amortization, Nonproduction | $ 3,100 | $ 3,000 | $ 2,800 |
Depreciation, Depletion and Amortization, Nonproduction | $ 4,109 | $ 3,804 | $ 3,732 |
Note 5 - Summary of Property an
Note 5 - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Furniture and equipment | $ 4,738 | $ 4,675 |
Computer equipment and software | 20,042 | 20,055 |
Building | 9,386 | 9,577 |
Land | 425 | 425 |
34,591 | 34,732 | |
Less accumulated depreciation and amortization | 23,466 | 22,589 |
Net property and equipment | $ 11,125 | $ 12,143 |
Note 5 - Schedule of Capital Le
Note 5 - Schedule of Capital Lease Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Furniture and Fixtures [Member] | ||
Capital leased assets | $ 787 | $ 767 |
Computer Equipment [Member] | ||
Capital leased assets | 56 | 55 |
Capital leased assets | 843 | 822 |
Less accumulated amortization | 567 | 414 |
Net assets under capital lease | $ 276 | $ 408 |
Note 6 - Goodwill and Intangi53
Note 6 - Goodwill and Intangible Assets (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | $ 206,000 | ||
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | 220,000 | ||
Amortization of Intangible Assets | 995,000 | $ 876,000 | $ 954,000 |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 570,000 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 505,000 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 495,000 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | $ 206,000 |
Note 6 - Summary of Goodwill an
Note 6 - Summary of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Trade Names 1 [Member] | ||
Indefinite trade name | $ 1,191 | $ 1,191 |
Customer Relationships [Member] | Minimum [Member] | ||
Finite-lived intangible assets, useful life | 5 years | 5 years |
Customer Relationships [Member] | Maximum [Member] | ||
Finite-lived intangible assets, useful life | 15 years | 15 years |
Customer Relationships [Member] | ||
Finite-lived intangible assets, gross | $ 9,323 | $ 10,857 |
Finite-lived intangible assets, accumulated amortization | 7,726 | 7,937 |
Finite-lived intangible assets, net | $ 1,597 | $ 2,920 |
Technology-Based Intangible Assets [Member] | ||
Finite-lived intangible assets, useful life | 7 years | 7 years |
Finite-lived intangible assets, gross | $ 1,110 | $ 1,110 |
Finite-lived intangible assets, accumulated amortization | 185 | 26 |
Finite-lived intangible assets, net | $ 925 | $ 1,084 |
Trade Names [Member] | Minimum [Member] | ||
Finite-lived intangible assets, useful life | 5 years | 5 years |
Trade Names [Member] | Maximum [Member] | ||
Finite-lived intangible assets, useful life | 10 years | 10 years |
Trade Names [Member] | ||
Finite-lived intangible assets, gross | $ 1,572 | $ 1,902 |
Finite-lived intangible assets, accumulated amortization | 1,507 | 1,641 |
Finite-lived intangible assets, net | 65 | $ 261 |
Noncompete Agreements [Member] | ||
Finite-lived intangible assets, useful life | 3 years | |
Finite-lived intangible assets, gross | $ 430 | |
Finite-lived intangible assets, accumulated amortization | 430 | |
Goodwill | 57,792 | 58,489 |
Finite-lived intangible assets, gross | 12,005 | 14,299 |
Finite-lived intangible assets, accumulated amortization | 9,418 | 10,034 |
Finite-lived intangible assets, net | 2,587 | 4,265 |
Total intangible assets other than goodwill | 13,196 | 15,490 |
Total intangible assets other than goodwill | $ 3,778 | $ 5,456 |
Note 6 - Summary of Changes in
Note 6 - Summary of Changes in the Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Balance | $ 58,489 | $ 57,593 |
Acquisition | 1,124 | |
Foreign currency translation | (421) | (228) |
Balance | 57,792 | $ 58,489 |
Sale of certain assets and liabilities of operating segment | $ (276) |
Note 7 - Income Taxes (Details
Note 7 - Income Taxes (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 35.00% | 35.00% |
Unrecognized Tax Benefits, Income Tax Penalties Accrued | $ 7,000 | $ 7,000 | |
Deferred Tax Assets, Capital Loss Carryforwards | $ 1,100,000 | ||
Deferred Tax Assets, Net, Current | 1,100,000 | 349,000 | |
Deferred Tax Liabilities, Net, Noncurrent | 6,794,000 | 7,432,000 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | (1,100,000) | (14,000) | |
Capital Loss Carryforwards | 3,100,000 | ||
Deferred Tax Assets, Valuation Allowance | 1,100,000 | ||
Undistributed Earnings of Foreign Subsidiaries | 14,100,000 | ||
Potential Income Tax Related to Repatriation of Foreign Earnings | 534,000 | ||
Unrecognized Tax Benefits | 450,000 | 360,000 | $ 188,000 |
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | 10,000 | 8,000 | |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 244,000 | 210,000 | |
Unrecognized Tax Benefits that Would Not Impact Effective Tax Rate | $ 206,000 | $ 150,000 |
Note 7 - Income Before Income T
Note 7 - Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
U.S. Operations | $ 25,536 | $ 25,338 | $ 21,882 |
Foreign Operations | 1,824 | 2,754 | 2,606 |
Income before income taxes | $ 27,360 | $ 28,092 | $ 24,488 |
Note 7 - Income Tax Expense (De
Note 7 - Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current | $ 9,955 | $ 8,578 | $ 7,169 |
Deferred | (1,232) | 99 | 195 |
Total | 8,723 | 8,677 | 7,364 |
Current | 455 | 714 | 716 |
Deferred | (23) | 34 | (7) |
Total | 432 | 748 | 709 |
Current | 680 | 448 | 1,020 |
Deferred | (85) | 63 | (89) |
Total | 595 | 511 | 931 |
Total | $ 9,750 | $ 9,936 | $ 9,004 |
Note 7 - Income Tax Reconciliat
Note 7 - Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Expected federal income taxes | $ 9,576 | $ 9,832 | $ 8,571 |
Foreign tax rate differential | (139) | (239) | (226) |
State income taxes, net of federal benefit and state tax credits | 391 | 332 | 605 |
Federal tax credits | (150) | (150) | (217) |
Uncertain tax positions | 93 | 182 | (43) |
Deferred tax adjustment due to change in state tax law | 39 | 58 | |
Recapitalization expenses | 182 | ||
Release of valuation allowance | 1,124 | 14 | |
Expiration of capital loss carryforward | (1,124) | ||
Other | (60) | (79) | 118 |
Total | $ 9,750 | $ 9,936 | $ 9,004 |
Note 7 - Deferred Tax Assets an
Note 7 - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Allowance for doubtful accounts | $ 58 | $ 71 |
Accrued expenses | 578 | 529 |
Share based compensation | 1,796 | 1,239 |
Accrued bonuses | 618 | |
Other | 94 | 38 |
Deferred tax assets | 3,144 | 1,877 |
Prepaid expenses | 261 | 251 |
Property and equipment | 943 | 1,319 |
Intangible assets | 7,616 | 7,308 |
Other | 68 | 82 |
Deferred tax liabilities | 8,888 | 8,960 |
Net deferred tax liabilities | $ (5,744) | $ (7,083) |
Note 7 - Change in Unrecognized
Note 7 - Change in Unrecognized Tax Benefits (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Balance of unrecognized tax benefits | $ 360,000 | $ 188,000 |
Reductions due to lapse of applicable statute of limitations | (24,000) | (26,000) |
Additions based on tax positions of prior years | 10,000 | |
Additions based on tax positions related to the current year | 117,000 | 188,000 |
Balance of unrecognized tax benefits | 450,000 | $ 360,000 |
Reductions based on tax positions of prior years | $ (3,000) |
Note 8 - Notes Payable (Details
Note 8 - Notes Payable (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 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, or Three 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 | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 6,500,000 | $ 6,500,000 |
Note 8 - Summary of Notes Payab
Note 8 - Summary of Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Term Note [Member] | ||
Total carrying amount of long-term debt | $ 5,739 | $ 8,068 |
Total carrying amount of long-term debt | 5,739 | 8,068 |
Less current portion | 2,402 | 2,328 |
Note payable, net of current portion | $ 3,337 | $ 5,740 |
Note 8 - Summary of Notes Pay64
Note 8 - Summary of Notes Payable (Details) (Parentheticals) | 12 Months Ended | |
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Term Note [Member] | ||
Note payable, face amount | $ 11,800,000 | $ 11,800,000 |
Number of monthly installments | 60 | 60 |
Fixed interest rate | 3.12% | 3.12% |
Monthly payment | $ 212,468 | $ 212,468 |
Line of Credit Facility, Maximum Borrowing Capacity | $ 6,500,000 | $ 6,500,000 |
Note 8 - Remaining Note Payable
Note 8 - Remaining Note Payable Maturities (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Total carrying amount of long-term debt | $ 5,739 |
Notes payable | 2,402 |
Notes payable | 2,480 |
Notes payable | $ 857 |
Note 9 - Share-Based Compensa66
Note 9 - Share-Based Compensation (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
The 2001 Equity Incentive Plan [Member] | Common Class A [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,800,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options Grants Cumulative | 1,683,309 | ||
The 2001 Equity Incentive Plan [Member] | Common Class B [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 300,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options Grants Cumulative | 280,552 | ||
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 | ||
The 2001 Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 0 | ||
Director Plan 2004 [Member] | Common Class A [Member] | Nonqualified Stock Options [Member] | Director [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 36,000 | ||
Director Plan 2004 [Member] | Common Class A [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1,245,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 3,000,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options Grants Cumulative | 1,755,000 | ||
Director Plan 2004 [Member] | Common Class B [Member] | Nonqualified Stock Options [Member] | Director [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 6,000 | ||
Director Plan 2004 [Member] | Common Class B [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 207,500 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 500,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options Grants Cumulative | 292,500 | ||
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] | Common Class A [Member] | Nonvested [Member] | |||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 89,416 | 73,506 | |
Share-based Compensation Arrangement by Share-based Payment Award, Nonvested Restricted Stock, Outstanding Number | 183,814 | ||
The 2006 Equity Incentive Plan [Member] | Common Class A [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1,044,778 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,800,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options Grants Cumulative | 755,222 | ||
The 2006 Equity Incentive Plan [Member] | Common Class B [Member] | Nonvested [Member] | |||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 14,902 | 12,251 | |
Share-based Compensation Arrangement by Share-based Payment Award, Nonvested Restricted Stock, Outstanding Number | 30,635 | ||
The 2006 Equity Incentive Plan [Member] | Common Class B [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 175,075 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 300,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options Grants Cumulative | 124,925 | ||
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 | ||
Common Class A [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 261,306 | 204,166 | 232,344 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 3.49 | $ 2.14 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 350,000 | $ 1,500,000 | $ 1,100,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Period Vested, Aggregate Intrinsic Value | 1,400,000 | $ 528,000 | $ 1,500,000 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 595,000 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 14 days | ||
Common Class B [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 43,551 | 32,217 | 38,718 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 5.45 | $ 2.16 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 151,000 | $ 502,000 | $ 992,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Period Vested, Aggregate Intrinsic Value | 415,000 | 402,000 | $ 514,000 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 139,000 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 36 days | ||
Common Class A and Class B [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 3.24 | ||
Employee Stock Option [Member] | Selling, General and Administrative Expenses [Member] | |||
Allocated Share-based Compensation Expense | $ 828,000 | 707,000 | $ 815,000 |
Nonvested [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||
Nonvested [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | ||
Nonvested [Member] | Selling, General and Administrative Expenses [Member] | |||
Allocated Share-based Compensation Expense | $ 555,000 | 35,000 | 140,000 |
Nonvested [Member] | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 2,500,000 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years 76 days | ||
Proceeds from Stock Options Exercised | $ 0 | 408,000 | 840,000 |
Employee Service Share-based Compensation, Tax Benefit Realized from Exercise of Stock Options | $ 217,000 | $ 622,000 | $ 753,000 |
Note 9 - Stock Options Valuatio
Note 9 - Stock Options Valuation Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Minimum [Member] | Common Class A [Member] | |||
Expected dividend yield at date of grant | 2.00% | 1.47% | |
Expected stock price volatility | 30.86% | 27.52% | |
Risk-free interest rate | 1.41% | 1.63% | |
Expected life of options (in years) | 5 years | 5 years | |
Minimum [Member] | Common Class B [Member] | |||
Expected dividend yield at date of grant | 5.29% | 4.03% | |
Expected stock price volatility | 29.72% | 30.13% | |
Risk-free interest rate | 1.41% | 1.63% | |
Expected life of options (in years) | 5 years | 5 years | |
Minimum [Member] | |||
Expected dividend yield at date of grant | 2.26% | ||
Expected stock price volatility | 30.34% | ||
Risk-free interest rate | 0.55% | ||
Expected life of options (in years) | 4 years | ||
Maximum [Member] | Common Class A [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 | |
Maximum [Member] | Common Class B [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 | |
Maximum [Member] | |||
Expected dividend yield at date of grant | 3.46% | ||
Expected stock price volatility | 30.51% | ||
Risk-free interest rate | 1.07% | ||
Expected life of options (in years) | 6 years |
Note 9 - Stock Option Activity
Note 9 - Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Common Class A [Member] | ||
Number of options (in shares) | 1,324,520 | |
Weighted average exercise price (in dollars per share) | $ 11.07 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 261,306 | 204,166 |
Weighted average exercise price (in dollars per share) | $ 14.02 | |
Number of options (in shares) | (43,983) | |
Weighted average exercise price (in dollars per share) | $ 6.67 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 350,000 | $ 1,500,000 |
Number of options (in shares) | (56,105) | |
Weighted average exercise price (in dollars per share) | $ 13.12 | |
Number of options (in shares) | 1,485,738 | 1,324,520 |
Weighted average exercise price (in dollars per share) | $ 11.65 | $ 11.07 |
Weighted average remaining contractual term | 6 years | |
Aggregate intrinsic value | $ 6,686,000 | |
Number of options (in shares) | 1,041,990 | |
Weighted average exercise price (in dollars per share) | $ 11.11 | |
Weighted average remaining contractual term | 5 years 80 days | |
Aggregate intrinsic value | $ 5,263,000 | |
Common Class B [Member] | ||
Number of options (in shares) | 213,470 | |
Weighted average exercise price (in dollars per share) | $ 24.32 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 43,551 | 32,217 |
Weighted average exercise price (in dollars per share) | $ 34.47 | |
Number of options (in shares) | (7,330) | |
Weighted average exercise price (in dollars per share) | $ 15.38 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 151,000 | $ 502,000 |
Number of options (in shares) | (9,018) | |
Weighted average exercise price (in dollars per share) | $ 27.61 | |
Number of options (in shares) | 240,673 | 213,470 |
Weighted average exercise price (in dollars per share) | $ 26.31 | $ 24.32 |
Weighted average remaining contractual term | 6 years 21 days | |
Aggregate intrinsic value | $ 2,532,000 | |
Number of options (in shares) | 167,663 | |
Weighted average exercise price (in dollars per share) | $ 25.10 | |
Weighted average remaining contractual term | 5 years 105 days | |
Aggregate intrinsic value | $ 2,041,000 |
Note 9 - Non-vested Stock (Deta
Note 9 - Non-vested Stock (Details) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Common Class A [Member] | |
Outstanding (in shares) | shares | 110,646 |
Outstanding (in dollars per share) | $ / shares | $ 11.10 |
Granted (in shares) | shares | 89,416 |
Granted (in dollars per share) | $ / shares | $ 13.51 |
Forfeited (in shares) | shares | (16,248) |
Forfeited (in dollars per share) | $ / shares | $ 5.39 |
Outstanding (in shares) | shares | 183,814 |
Outstanding (in dollars per share) | $ / shares | $ 12.78 |
Common Class B [Member] | |
Outstanding (in shares) | shares | 18,441 |
Outstanding (in dollars per share) | $ / shares | $ 36.42 |
Granted (in shares) | shares | 14,902 |
Granted (in dollars per share) | $ / shares | $ 36.72 |
Forfeited (in shares) | shares | (2,708) |
Forfeited (in dollars per share) | $ / shares | $ 32.31 |
Outstanding (in shares) | shares | 30,635 |
Outstanding (in dollars per share) | $ / shares | $ 36.93 |
Note 10 - Leases (Details Textu
Note 10 - Leases (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Leases, Rent Expense | $ 1,000,000 | $ 840,000 | $ 720,000 |
Note 10 - Payments Under Non-ca
Note 10 - Payments Under Non-cancelable Operating Leases and Capital Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
2,016 | $ 78 | |
2,016 | $ 579 | |
2,017 | 70 | |
2,017 | 398 | |
2,018 | 35 | |
2,018 | 280 | |
2,019 | 102 | |
Total minimum lease payments | 183 | |
Less: Amount representing interest | 6 | |
Present value of minimum lease payments | 177 | |
Less: Current maturities | 74 | $ 151 |
Capital lease obligations, net of current portion | $ 103 |
Note 11 - Related Party (Detail
Note 11 - Related Party (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Nebraska Global Investment Company LLC [Member] | Chief Executive Officer [Member] | |||
Officer Ownership Percentage in Vendor | 14.00% | ||
Nebraska Global Investment Company LLC [Member] | |||
Related Party Transaction, Amounts of Transaction | $ 0 | $ 0 | $ 57,000 |
Ameritas Life Insurance Corp [Member] | |||
Related Party Transaction, Amounts of Transaction | $ 227,000 | $ 207,000 | $ 212,000 |
Note 12 - Associate Benefits (D
Note 12 - Associate Benefits (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 25.00% | ||
Defined Contribution Plan, Maximum Percentage of Annual Contribution Employee Subject to Match | 6.00% | ||
Defined Contribution Plan, Employers Matching Contribution, Annual Vesting Percentage | 20.00% | ||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 330,000 | $ 216,000 | $ 252,000 |
Note 14 - Segment Information74
Note 14 - Segment Information (Details Textual) | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Number of Operating Segments | 6 | 7 | 3 |
Number of Reportable Segments | 1 |
Note 14 - Revenue and Assets by
Note 14 - Revenue and Assets by Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
UNITED STATES | |||
Revenues | $ 97,097 | $ 92,270 | $ 85,863 |
Long-lived assets | 70,624 | 73,328 | 71,139 |
Total assets | 116,530 | 115,730 | 98,074 |
CANADA | |||
Revenues | 5,246 | 6,567 | 6,727 |
Long-lived assets | 2,364 | 2,994 | 3,383 |
Total assets | 12,569 | 13,780 | 13,014 |
Revenues | 102,343 | 98,837 | 92,590 |
Long-lived assets | 72,988 | 76,322 | 74,522 |
Total assets | $ 129,099 | $ 129,510 | $ 111,088 |
Schedule II - Valuation and Q76
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Balance at | $ 206 | $ 183 | $ 244 |
Bad Debt Expense | 111 | 305 | 145 |
Write-offs Net of Recoveries | 144 | 282 | 206 |
Balance at | $ 173 | $ 206 | $ 183 |