Nrc Health 10-Q for FY2021 Q3
Nrc Health (NRC)
About this 10-Q
Nrc Health filed this 10-Q on November 5, 2021, covering the quarter ended September 30, 2021 (FY2021 Q3).
Headline figures
Quarter ended September 30, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $37.77M
- up 12.8% from $33.48M a year earlier
- Net income
- $9.66M
- up 0.8% from net income of $9.58M a year earlier
- Diluted EPS
- $0.38
- up 2.7% from $0.37 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the quarterly period ended |
or
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the transition period from to |
Commission File Number
| National Research Corporation |
(Exact name of Registrant as specified in its charter)
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| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
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| (Address of principal executive offices) (Zip Code) |
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| (Registrant’s telephone number, including area code) |
Securities registered pursuant to 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered |
| | | |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | | ☒ |
| Non-accelerated filer | ☐ | Smaller reporting company | |
| Emerging growth company | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.
Common Stock, $.001 par value, outstanding as of October 27, 2021:
FORM 10-Q INDEX
For the Quarter Ended September 30, 2021
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| PART I. |
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| Item 1. |
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| 9-20 |
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| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
21-28 |
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| Item 3. |
28 |
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| Item 4. |
28 |
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| PART II. |
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| Item 1. |
29 |
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| Item 1A. |
29 |
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| Item 2. |
29 |
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| Item 6. |
30 |
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| 31 |
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Special Note Regarding Forward-Looking Statements
Certain matters discussed in this Quarterly Report on Form 10-Q are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can generally be identified as such because the context of the statement includes phrases such as National Research Corporation, doing business as NRC Health (“NRC Health,” the “Company,” “we,” “our,” “us” or similar terms), “believes,” “expects,” “may,” “could,” “anticipates,” or the use of words such as “would,” “may,” “could,” or “should,” or other words of similar import. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. In this Quarterly Report on Form 10-Q, statements regarding the future impact of adopting new accounting standards, value and utility of, and market demand for, our service offerings, future opportunities for growth with respect to new and existing clients, our future ability to compete and the types of firms with which we will compete, future adequacy of our liquidity sources, future revenue sources, future capital expenditures and the sources of cash to fund such capital expenditures, the expected impact of pending claims and contingencies, the future outcome of uncertain tax positions, our future use of owned and leased real property, the source of funds for future payments of deferred purchase price obligations and other cash expenses, the future phase out of LIBOR and applicable replacement benchmark rates and the expected impact of the COVID-19 pandemic and related government mandates and recommendations, among others, are forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which could cause actual results or outcomes to differ materially from those currently anticipated. Factors that could affect actual results or outcomes include, without limitation, the following factors:
| ● |
The likelihood that the COVID-19 pandemic will adversely affect our sales, earnings, financial condition and liquidity; |
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The possibility of non-renewal of our client service contracts and retention of key clients; |
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Our ability to compete in our markets, which are highly competitive with new market entrants, and the possibility of increased price pressure and expenses; |
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The effects of an economic downturn; |
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The impact of consolidation in the healthcare industry; |
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The impact of federal healthcare reform legislation or other regulatory changes; |
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Our ability to attract and retain key managers and other personnel; |
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The possibility that our intellectual property and other proprietary information technology could be copied or independently developed by our competitors; |
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The possibility for failures or deficiencies in our information technology platform; |
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The possibility that we could be subject to cyber-attacks, security breaches or computer viruses; and |
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The factors set forth under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K, as such section may be updated or supplemented by Part II, Item 1A of our subsequently filed Quarterly Reports on Form 10-Q (including this Report) and various disclosures in our press releases, stockholder reports, and other filings with the Securities and Exchange Commission. |
Shareholders, potential investors and other readers are urged to consider these and other factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included are only made as of the date of this Quarterly Report on Form 10-Q and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances, except as required by the federal securities laws.
PART I – Financial Information
ITEM 1. Financial Statements
NATIONAL RESEARCH CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts and par value)
| September 30, 2021 | December 31, 2020 | |||||||
| (unaudited) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Trade accounts receivable, less allowance for doubtful accounts of and , respectively | ||||||||
| Prepaid expenses | ||||||||
| Income taxes receivable | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Net property and equipment | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Deferred contract costs, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Other | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Shareholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Current portion of notes payable, net unamortized debt issuance costs | $ | $ | ||||||
| Accounts payable | ||||||||
| Accrued wages and bonuses | ||||||||
| Accrued expenses | ||||||||
| Income taxes payable | ||||||||
| Deferred revenue | ||||||||
| Deferred acquisition consideration | ||||||||
| Dividends payable | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Notes payable, net of current portion and unamortized debt issuance costs | ||||||||
| Deferred income taxes | ||||||||
| Other long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Shareholders’ equity: | ||||||||
| Preferred stock, par value, authorized shares, issued | ||||||||
| Common stock, par value; authorized shares in 2021 and shares in 2020, issued in 2021 and in 2020, outstanding in 2021 and in 2020 | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings (accumulated deficit) | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss, foreign currency translation adjustment | ( | ) | ( | ) | ||||
| Treasury stock, at cost; Common shares in 2021 and Common shares in 2020 | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements
NATIONAL RESEARCH CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except for per share amounts, unaudited)
| Three months ended |
Nine months ended |
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| 2021 |
2020 |
2021 |
2020 |
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| Revenue |
$ | $ | $ | $ | ||||||||||||
| Insurance Recoveries |
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| Operating expenses: |
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| Direct |
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| Selling, general and administrative |
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| Depreciation, amortization and impairment |
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| Total operating expenses |
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| Operating income |
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| Other income (expense): |
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| Interest income |
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| Interest expense |
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| Other, net |
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| Total other income (expense) |
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| Income before income taxes |
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| Provision for income taxes |
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| Net income |
$ | $ | $ | $ | ||||||||||||
| Earnings Per Share of Common Stock: |
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| Basic Earnings Per Share |
$ | $ | $ | $ | ||||||||||||
| Diluted Earnings Per Share |
$ | $ | $ | $ | ||||||||||||
| Weighted average shares and share equivalents outstanding: |
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| Basic |
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| Diluted |
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See accompanying notes to condensed consolidated financial statements
NATIONAL RESEARCH CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands, unaudited)
| Three months ended |
Nine months ended September 30, |
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| 2021 |
2020 |
2021 |
2020 |
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| Net income |
$ | $ | $ | $ | ||||||||||||
| Other comprehensive income (loss): |
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| Foreign currency translation adjustment |
( |
) | ( |
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| Other comprehensive income (loss) |
$ | ( |
) | $ | $ | $ | ( |
) |
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| Comprehensive Income |
$ | $ | $ | $ | ||||||||||||
See accompanying notes to condensed consolidated financial statements.
NATIONAL RESEARCH CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands except share and per share amounts, unaudited)
| Common | Additional | Retained (Accumulated Deficit) | Accumulated Other | Treasury Stock | Total | |||||||||||||||||||
| Balances at December 31, 2020 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||
| Purchase of shares treasury stock | – | – | – | – | ( | ) | ( | ) | ||||||||||||||||
| Issuance of common shares for the exercise of stock options | – | – | – | – | ||||||||||||||||||||
| Non-cash stock compensation expense | – | ( | ) | – | – | – | ( | ) | ||||||||||||||||
| Other comprehensive income, foreign currency translation adjustment | – | – | – | – | ||||||||||||||||||||
| Net income | – | – | – | – | ||||||||||||||||||||
| Balances at March 31, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||
| Non-cash stock compensation expense | – | – | – | – | ||||||||||||||||||||
| Dividends declared of per common share | – | – | ( | ) | – | – | ( | ) | ||||||||||||||||
| Other comprehensive income, foreign currency translation adjustment | – | – | – | – | ||||||||||||||||||||
| Net income | – | – | – | – | ||||||||||||||||||||
| Balances at June 30, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||
| Issuance of common shares for the exercise of stock options | – | – | – | – | ||||||||||||||||||||
| Non-cash stock compensation expense | – | – | – | – | ||||||||||||||||||||
| Dividends declared of per common share | – | – | ( | ) | – | – | ( | ) | ||||||||||||||||
| Other comprehensive loss, foreign currency translation adjustment | – | – | ( | ) | – | ( | ) | |||||||||||||||||
| Net income | – | – | – | – | ||||||||||||||||||||
| Balances at September 30, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||
See accompanying notes to condensed consolidated financial statements.
NATIONAL RESEARCH CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands except share and per share amounts, unaudited)
| Common | Additional | Retained (Accumulated Deficit) | Accumulated Other | Treasury Stock | Total | |||||||||||||||||||
| Balances at December 31, 2019 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||
| Purchase of shares treasury stock | – | – | – | – | ( | ) | ( | ) | ||||||||||||||||
| Issuance of common shares for the exercise of stock options | – | – | – | – | ||||||||||||||||||||
| Non-cash stock compensation expense | – | – | – | – | ||||||||||||||||||||
| Dividends declared of per common share | – | – | ( | ) | – | – | ( | ) | ||||||||||||||||
| Other comprehensive loss, foreign currency translation adjustment | – | – | – | ( | ) | – | ( | ) | ||||||||||||||||
| Net income | – | – | – | – | ||||||||||||||||||||
| Balances at March 31, 2020 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||
| Purchase of shares treasury stock | – | – | – | – | ( | ) | ( | ) | ||||||||||||||||
| Issuance of common shares for the exercise of stock options | – | – | – | |||||||||||||||||||||
| Forfeitures of restricted common shares | – | – | – | – | – | – | ||||||||||||||||||
| Non-cash stock compensation expense | – | – | – | – | ||||||||||||||||||||
| Other comprehensive income, foreign currency translation adjustment | – | – | – | – | ||||||||||||||||||||
| Net income | – | – | – | – | ||||||||||||||||||||
| Balances at June 30, 2020 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||
| Purchase of shares treasury stock | – | – | – | – | ( | ) | ( | ) | ||||||||||||||||
| Issuance of common shares for the exercise of stock options | – | – | – | – | ||||||||||||||||||||
| Non-cash stock compensation expense | – | – | – | – | ||||||||||||||||||||
| Other comprehensive income, foreign currency translation adjustment | – | – | – | – | ||||||||||||||||||||
| Net income | – | – | – | – | ||||||||||||||||||||
| Balances at September 30, 2020 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||
See accompanying notes to condensed consolidated financial statements.
NATIONAL RESEARCH CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
| Nine months ended |
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| September 30, |
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| 2021 |
2020 |
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| Cash flows from operating activities: |
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| Net income |
$ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
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| Depreciation, amortization and impairment |
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| Deferred income taxes |
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| Reserve for uncertain tax positions |
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| Non-cash share-based compensation expense |
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| Gain on insurance recoveries for damaged property |
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| Loss on disposal of property and equipment |
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| Net changes in assets and liabilities: |
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| Trade accounts receivable |
( |
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( |
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| Prepaid expenses and other current assets |
( |
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| Insurance recoverable |
( |
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| Deferred contract costs, net |
( |
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| Operating lease assets and liabilities, net |
( |
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| Accounts payable |
( |
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( |
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| Accrued expenses, wages, bonuses |
( |
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| Income taxes receivable and payable |
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| Deferred revenue |
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| Net cash provided by operating activities |
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| Cash flows from investing activities: |
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| Purchases of property and equipment |
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| Insurance proceeds for damaged property |
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| Acquisition consideration |
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| Net cash used in investing activities |
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| Cash flows from financing activities: |
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| Payments on notes payable |
( |
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| Payment of debt issuance costs |
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| Payments on finance lease obligations |
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| Proceeds from the exercise of share-based awards |
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| Payment of employee payroll tax withholdings on share-based awards exercised |
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| Payment of dividends on common stock |
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| Net cash used in financing activities |
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| Effect of exchange rate changes on cash |
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| Change in cash and cash equivalents |
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| Cash and cash equivalents at beginning of period |
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| Cash and cash equivalents at end of period |
$ | $ | ||||||
| Supplemental disclosure of cash paid for: |
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| Interest, net of capitalized amounts |
$ | $ | ||||||
| Income taxes |
$ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities: |
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| Finance lease obligations originated for property and equipment |
$ | $ | ||||||
| Stock tendered to the Company for cashless exercise of stock options in connection with equity incentive plans |
$ | $ | ||||||
| Deferred acquisition consideration |
$ | |||||||
See accompanying notes to condensed consolidated financial statements.
NATIONAL RESEARCH CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| (1) | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Description of business and basis of presentation
National Research Corporation, doing business as NRC Health (“NRC Health,” the “Company,” “we,” “our,” “us” or similar terms), 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 customer loyalty for healthcare organizations in the United States and Canada. Our purpose is to enable human understanding. Our solutions enable health care organizations to understand what matters most to each person they serve. Our portfolio of solutions represents a unique set of capabilities that individually and collectively provide value to our clients.
In March 2021, we changed our operating segments from to to reflect a change in corporate reporting structure to the Company’s Chief Executive Officer and chief operating decision maker.
Our condensed consolidated balance sheet at December 31, 2020 was derived from our audited consolidated balance sheet as of that date. All other financial statements contained herein are unaudited and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) that we consider necessary for a fair presentation of financial position, results of operations and cash flows in accordance with accounting principles generally accepted in the United States.
Information and footnote disclosures included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto that are included in our Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission (the “SEC”) on March 5, 2021.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
The consolidated financial statements include the accounts of the Company and our wholly-owned subsidiary, National Research Corporation Canada. All significant intercompany transactions and balances have been eliminated.
Our 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. We include 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 we operate and short-term intercompany accounts are included in other income (expense) in the condensed consolidated statements of income.
Revenue Recognition
We derive a majority of our revenues from our annually renewable subscription-based service agreements with our customers, which include performance measurement and improvement services, healthcare analytics and governance education services. Such agreements are generally cancelable on short or no notice without penalty. See Note 3 for further information about our contracts with customers. We account for revenue using the following steps:
| ● | Identify the contract, or contracts, with a customer; | |
| ● | Identify the performance obligations in the contract; | |
| ● | Determine the transaction price; | |
| ● | Allocate the transaction price to the identified performance obligations; and | |
| ● | Recognize revenue when, or as, we satisfy the performance obligations. |
Our revenue arrangements with a client may include combinations of more than one service offering which may be executed at the same time, or within close proximity of one another. We combine contracts with the same customer into a single contract for accounting purposes when the contract is entered into at or near the same time and the contracts are negotiated together. For contracts that contain more than one separately identifiable performance obligation, the total transaction price is allocated to the identified performance obligations based upon the relative stand-alone selling prices of the performance obligations. The stand-alone selling prices are based on an observable price for services sold to other comparable customers, when available, or an estimated selling price using a cost-plus margin or residual approach. We estimate the amount of total contract consideration we expect to receive for variable arrangements based on the most likely amount we expect to earn from the arrangement based on the expected quantities of services we expect to provide and the contractual pricing based on those quantities. We only include some or a portion of variable consideration in the transaction price when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. We consider the sensitivity of the estimate, our relationship and experience with the client and variable services being performed, the range of possible revenue amounts and the magnitude of the variable consideration to the overall arrangement. Our revenue arrangements do not contain any significant financing element due to the contract terms and the timing between when consideration is received and when the service is provided.
Our arrangements with customers consist principally of four different types of arrangements: 1) subscription-based service agreements; 2) one-time specified services performed at a single point in time; 3) fixed, non-subscription service agreements; and 4) unit-priced service agreements.
Subscription-based services - Services that are provided under subscription-based service agreements are usually for a twelve- month period and represent a single promise to stand ready to provide reporting, tools and services throughout the subscription period as requested by the customer. These agreements are renewable at the option of the customer at the completion of the initial contract term for an agreed upon price increase each year. These agreements represent a series of distinct monthly services that are substantially the same, with the same pattern of transfer to the customer as the customer receives and consumes the benefits throughout the contract period. Accordingly, subscription services are recognized ratably over the subscription period. Subscription services are typically billed annually in advance but may also be billed on a quarterly and monthly basis.
One-time services – These agreements typically require us to perform a specific one-time service in a particular month. We are entitled to a fixed payment upon completion of the service. Under these arrangements, we recognize revenue at the point in time we complete the service and it is accepted by the customer.
Fixed, non-subscription services – These arrangements typically require us to perform an unspecified amount of services for a fixed price during a fixed period of time. Revenues are recognized over time based upon the costs incurred to date in relation to the total estimated contract costs. In determining cost estimates, management uses historical and forecasted cost information which is based on estimated volumes, external and internal costs and other factors necessary in estimating the total costs over the term of the contract. Changes in estimates are accounted for using a cumulative catch-up adjustment which could impact the amount and timing of revenue for any period.
Unit-price services – These arrangements typically require us to perform certain services on a periodic basis as requested by the customer for a per-unit amount which is typically billed in the month following the performance of the service. Revenue under these arrangements is recognized over the time the services are performed at the per-unit amount.
Revenue is presented net of any sales tax charged to our clients that we are required to remit to taxing authorities. We recognize contract assets or unbilled receivables related to revenue recognized for services completed but not invoiced to the clients. Unbilled receivables are classified as receivables when we have an unconditional right to contract consideration. A contract liability is recognized as deferred revenue when we invoice clients in advance of performing the related services under the terms of a contract. Deferred revenue is recognized as revenue when we have satisfied the related performance obligation.
Deferred Contract Costs
Deferred contract costs, net is stated at gross deferred costs less accumulated amortization. We defer commissions and incentives, including payroll taxes, if they are incremental and recoverable costs of obtaining a renewable customer contract. Deferred contract costs are amortized over the estimated term of the contract, including renewals, which generally ranges from to years. The contract term was estimated by considering factors such as historical customer attrition rates and product life. The amortization period is adjusted for significant changes in the estimated remaining term of a contract. An impairment of deferred contract costs is recognized when the unamortized balance of deferred contract costs exceeds the remaining amount of consideration we expect to receive net of the expected future costs directly related to providing those services. We have elected the practical expedient to expense contract costs when incurred for any nonrenewable contracts with a term of one year or less. We deferred incremental costs of obtaining a contract of $
| Three months ended 2021 | Three months ended 2020 | Nine months ended 2021 | Nine months ended 2020 | |||||||||||||
| (In thousands) | ||||||||||||||||
| Direct Expenses | $ | $ | $ | $ | ||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||
| Total amortization | $ | $ | $ | $ | ||||||||||||
Additional expense included in selling, general and administrative expenses for impairment of costs capitalized due to lost clients was $
Trade Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable, determined based on our historical write-off experience, current economic conditions and reasonable and supportable forecasts about the future. We review 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.
The following table provides the activity in the allowance for doubtful accounts for the nine months ended September 30, 2021 and 2020 (In thousands):
| Balance at Beginning of Period | Bad Debt Expense (Benefit) | Write-offs | Recoveries | Balance at End of Period | ||||||||||||||||
| Nine months ended September 30, 2021 | $ | $ | $ | $ | $ | |||||||||||||||
| Nine months ended September 30, 2020 | $ | $ | $ | $ | $ | |||||||||||||||
Leases
We determine whether a lease is included in an agreement at inception. Operating lease right-of-use (“ROU”) assets are included in operating lease right-of-use assets in our consolidated balance sheet. Finance lease assets are included in property and equipment. Operating and finance lease liabilities are included in other current liabilities and other long term liabilities. Certain lease arrangements may include options to extend or terminate the lease. We include these provisions in the ROU assets and lease liabilities only when it is reasonably certain that we will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term and is included in direct expenses and selling, general and administrative expenses. Our lease agreements do not contain any residual value guarantees.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments during the lease term. ROU assets and lease liabilities are recorded at lease commencement based on the estimated present value of lease payments. Because the rate of interest implicit in each lease is not readily determinable, we use our estimated incremental collateralized borrowing rate at lease commencement, to calculate the present value of lease payments. When determining the appropriate incremental borrowing rate, we consider our available credit facilities, recently issued debt and public interest rate information.
We elected the practical expedient to account for lease and non-lease components as a single lease component for all asset classifications. We have also made a policy election to not record short-term leases with a duration of 12 months or less on the balance sheet.
Due to remote working arrangements, we reassessed our office needs and subleased our Seattle location under an agreement considered to be an operating lease beginning in May 2021. We have not been legally released from our primary obligations under the original lease and therefore we continue to account for the original lease separately. During the nine months ended September 30, 2021, we recorded an ROU asset impairment charge of $
Fair Value Measurements
Our 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 our market assumptions. The inputs are then classified into the following hierarchy: (1) Level 1 Inputs—quoted prices in active markets for identical assets and liabilities; (2) Level 2 Inputs—observable market-based inputs other than Level 1 inputs, such as quoted prices for similar assets or liabilities in active markets, quoted prices for similar or identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data; (3) Level 3 Inputs—unobservable inputs.
The following details our financial assets within the fair value hierarchy at September 30, 2021 and December 31, 2020:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| (In thousands) | ||||||||||||||||
| As of September 30, 2021 | ||||||||||||||||
| Money Market Funds | $ | $ | - | $ | - | $ | ||||||||||
| Total Cash Equivalents | $ | $ | - | $ | - | $ | ||||||||||
| As of December 31, 2020 | ||||||||||||||||
| Money Market Funds | $ | $ | – | $ | – | $ | ||||||||||
| Total Cash Equivalents | $ | $ | – | $ | – | $ | ||||||||||
There were no transfers between levels during the three and nine-month periods ended September 30, 2021.
Our long-term debt described in Note 5 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:
| September 30, 2021 | December 31, 2020 | |||||||
| (In thousands) | ||||||||
| Total carrying amount of long-term debt | $ | $ | ||||||
| Estimated fair value of long-term debt | $ | $ | ||||||
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 ROU assets, property and equipment, goodwill, intangibles and cost method investments, are measured at fair value in certain circumstances (for example, when there is evidence of impairment). We estimated the fair value of the Seattle office ROU using discounted cash flows of the sublease based on management’s most recent projections, which are considered level 3 inputs in the fair value hierarchy and recorded an ROU asset impairment charge of $
Annually, we consider whether the recorded goodwill and indefinite lived intangibles have been impaired. However, goodwill and intangibles must be tested between annual tests if an event occurs or circumstances change to indicate that it is more likely than not that an impairment loss has been incurred (“triggering event”).
In connection with the March 2021 revision to our operating segments, our previous reporting units were combined into one reporting unit. We performed an interim qualitative analysis immediately before and after the reorganization and concluded that the fair value of our reporting units likely exceeded the carrying values and no impairments were recorded. Following the reorganization, we considered the current and expected future economic and market conditions, including the impact of the COVID-19 pandemic, on our reporting unit. We also assessed our current market capitalization compared to book value, forecasts and margins in our last quantitative impairment testing. We concluded that a triggering event has not occurred which would require an additional interim impairment test to be performed as it is not more likely than not that an impairment loss had been incurred at September 30, 2021.
Commitments and Contingencies
From time to time, we are 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. Legal fees, net of estimated insurance recoveries, are expensed as incurred. We do not believe the final disposition of claims at September 30, 2021 will have material adverse effect on our consolidated financial position, results of operations or liquidity.
Recent Accounting Pronouncements Not Yet Adopted
In March 2020, FASB issued ASU No. 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting", which provides optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022. We expect to apply the optional expedient for contract modification to account for the change in the reference rate on impacted credit facilities prospectively by adjusting the effective interest rate.
| (2) |
ACQUISITION |
On January 4, 2021, we acquired substantially all assets and assumed certain liabilities of PatientWisdom, Inc., a company with a health engagement solution that will further our purpose of operationalizing human understanding through tangible and actionable insights. $
The following table summarizes the preliminary fair value of assets acquired and liabilities assumed at the acquisition date.
| Amount of Identified Assets Acquired and Liabilities Assumed |
||||
| ($ in thousands) |
||||
| Current Assets |
$ | |||
| Property and equipment |
||||
| Customer related |
||||
| Technology |
||||
| Goodwill |
||||
| Total assets acquired |
$ | |||
| Current liabilities |
||||
| Net assets acquired |
$ | |||
The identifiable intangible assets are being amortized over their estimated useful lives of
The financial results associated with the PatientWisdom assets we acquired and liabilities we assumed are included in our consolidated financial statements from the date of acquisition, although the amounts are insignificant for 2021. Pro-forma information has not been presented because the amounts for 2021 are insignificant. Acquisition-related costs of $
| (3) | CONTRACTS WITH CUSTOMERS |
The following table disaggregates revenue for the three and nine-month periods ending September 30, 2021 and 2020 based on timing of revenue recognition (in thousands):
| Three months ended | Nine months ended | |||||||||||||||
| September 30, 2021 | September 30, 2020 | September 30, 2021 | September 30, 2020 | |||||||||||||
| Subscription services recognized ratably over time | $ | $ | $ | $ | ||||||||||||
| Services recognized at a point in time | ||||||||||||||||
| Fixed, non-subscription recognized over time | ||||||||||||||||
| Unit price services recognized over time | ||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||
The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers (In thousands):
| September 30, 2021 | December 31, 2020 | |||||||
| Accounts receivables | $ | $ | ||||||
| Contract assets included in other current assets | $ | $ | ||||||
| Deferred Revenue | $ | ( | ) | $ | ( | ) | ||
Significant changes in contract assets and contract liabilities during the nine months ended September 30, 2021 and 2020 are as follows (in thousands):
| Nine months ended | Nine months ended | |||||||||||||||
| Contract Asset | Deferred Revenue | Contract Asset | Deferred Revenue | |||||||||||||
| Increase (Decrease) | ||||||||||||||||
| Revenue recognized that was included in deferred revenue at beginning of year due to completion of services | $ | - | $ | ( | ) | $ | - | $ | ( | ) | ||||||
| Increases due to invoicing of client, net of amounts recognized as revenue | - | - | ||||||||||||||
| Decreases due to completion of services (or portion of services) and transferred to accounts receivable | ( | ) | - | ( | ) | - | ||||||||||
| Increases due to acquisition | - | - | - | |||||||||||||
| Change due to cumulative catch-up adjustments arising from changes in expected contract consideration | ( | ) | ||||||||||||||
| Decreases due to impairment | - | - | - | - | ||||||||||||
| Increases due to revenue recognized in the period with additional performance obligations before invoicing | - | - | ||||||||||||||
We applied the practical expedient to not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. Total remaining contract revenue for contracts with original duration of greater than year expected to be recognized in the future related to performance obligations that are unsatisfied at September 30, 2021 approximated $
| (4) | INCOME TAXES |
The effective tax rate for the three-month period ended September 30, 2021 increased to
In March 2020, the U.S. federal government enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The CARES Act is an emergency economic stimulus package in response to the coronavirus outbreak which, among other things, contains numerous income tax provisions. As a result of the CARES Act, we have deferred $
In 2021, we adopted ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). Among other clarifications and simplifications related to income tax accounting, this ASU simplifies the accounting for income taxes by eliminating certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, hybrid taxes and the recognition of deferred tax liabilities for outside basis differences. The adoption of this standard had no material impact to our consolidated financial statements.
| (5) | NOTES PAYABLE |
Our long-term debt consists of the following:
| September 30, 2021 | December 31, 2020 | |||||||
| (In thousands) | ||||||||
| Term Loans | $ | $ | ||||||
| Less: current portion | ( | ) | ( | ) | ||||
| Less: unamortized debt issuance costs | ( | ) | ( | ) | ||||
| Notes payable, net of current portion | $ | $ | ||||||
Our amended and restated credit agreement (the “Credit Agreement”) with First National Bank of Omaha (“FNB”) includes (i) a $
The Term Loan is payable in monthly installments of $
Borrowings under the Line of Credit and the Delayed Draw Term Loan, if any, bear interest at a floating rate equal to the 30-day London Interbank Offered Rate plus
We are obligated to pay ongoing unused commitment fees quarterly in arrears pursuant to the Line of Credit and the Delayed Draw Term Loan facility at a rate of
The Credit Agreement is collateralized by substantially all of our assets, subject to permitted liens and other agreed exceptions, and contains customary representations, warranties, affirmative and negative covenants (including financial covenants) and events of default. The negative covenants include, among other things, restrictions regarding the incurrence of indebtedness and liens, repurchases of our Common Stock and acquisitions, subject in each case to certain exceptions. Pursuant to the Credit Agreement, we are required to maintain a minimum fixed charge coverage ratio of for all testing periods throughout the term(s) of the Credit Facilities, which calculation excludes, unless our liquidity falls below a specified threshold, (i) any cash dividend in a fiscal quarter that, together with all other cash dividends paid or declared during such fiscal quarter, exceeds $
| (6) | SHARE-BASED COMPENSATION |
We measure and recognize compensation expense for all share-based payments based on the grant-date fair value of those awards. All of our existing stock option awards and unvested stock awards have been determined to be equity-classified awards. We account for forfeitures as they occur. We refer to our restricted stock awards as “non-vested” stock in these consolidated financial statements.
Our 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
Our 2006 Equity Incentive Plan (the “2006 Equity Incentive Plan”), as amended, 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
During the nine months ended September 30, 2021 and 2020, we granted options to purchase
| 2021 | 2020 | |||||||
| Expected dividend yield at date of grant | % | % | ||||||
| Expected stock price volatility | % | % | ||||||
| Risk-free interest rate | % | % | ||||||
| Expected life of options (in years) | ||||||||
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 our 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 we estimate that options will be outstanding. We consider groups of associates that have similar historical exercise behavior separately for valuation purposes.
The following table summarizes stock option activity under the 2006 Equity Incentive Plans and the 2004 Director Plan for the nine-month period ended September 30, 2021:
| Number of | Weighted Average Exercise Price | Weighted Average Remaining Contractual Terms (Years) | Aggregate Intrinsic Value (In thousands) | |||||||||||||
| Outstanding at December 31, 2020 | $ | $ | ||||||||||||||
| Granted | $ | |||||||||||||||
| Exercised | ( | ) | $ | $ | ||||||||||||
| Expired | ( | ) | $ | |||||||||||||
| Forfeited | ( | ) | $ | |||||||||||||
| Outstanding at September 30, 2021 | $ | $ | ||||||||||||||
| Exercisable at September 30, 2021 | $ | $ | ||||||||||||||
As of September 30, 2021, the total unrecognized compensation cost related to non-vested stock option awards was approximately $
There was $
During the nine months ended September 30, 2021, we granted
The following table summarizes information regarding non-vested stock granted to associates under the 2006 Equity Incentive Plan for the nine-month period ended September 30, 2021:
| Common Shares Outstanding | Weighted Average Grant Date Fair Value Per Share | |||||||
| Outstanding at December 31, 2020 | $ | |||||||
| Granted | ||||||||
| Vested | – | – | ||||||
| Forfeited | ( | ) | $ | |||||
| Outstanding at September 30, 2021 | $ | |||||||
As of September 30, 2021, the total unrecognized compensation cost related to non-vested stock awards was approximately $
| (7) |
GOODWILL AND OTHER INTANGIBLE ASSETS |
The following represents a summary of changes in the carrying amount of goodwill for the nine-month period ended September 30, 2021:
| Gross |
Accumulated Impairment |
Net |
||||||||||
| (In thousands) |
||||||||||||
| Balance as of December 31, 2020 |
$ | $ | ( |
) |
$ | |||||||
| Goodwill acquired |
- | |||||||||||
| Foreign currency translation |
- | |||||||||||
| Balance at September 30, 2021 |
$ | ( |
) |
$ | ||||||||
Intangible assets consisted of the following:
| September 30, 2021 |
December 31, 2020 |
|||||||
| (In thousands) |
||||||||
| Non-amortizing intangible assets: |
||||||||
| Indefinite trade name |
$ | $ | ||||||
| Amortizing intangible assets: |
||||||||
| Customer related |
||||||||
| Technology |
||||||||
| Trade names |
||||||||
| Total amortizing intangible assets |
||||||||
| Accumulated amortization |
( |
) |
( |
) |
||||
| Other intangible assets, net |
$ | $ | ||||||
See Note 2 for additional information related to goodwill and intangible assets included in the acquisition of PatientWisdom, Inc.
| (8) | PROPERTY AND EQUIPMENT |
| September 30, 2021 | December 31, 2020 | |||||||
| (In thousands) | ||||||||
| Property and equipment | $ | $ | ||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
| (9) |
EARNINGS PER SHARE |
Basic net income per share was computed using the weighted-average number of common shares outstanding during the period.
Diluted net income per share was 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.
We had
| For the Three Months Ended September 30 |
For the Nine Months Ended September 30 |
|||||||||||||||
| 2021 |
2020 |
2021 |
2020 |
|||||||||||||
| (In thousands, except per share data) |
||||||||||||||||
| Numerator for net income per share – basic: |
$ | $ | $ | $ | ||||||||||||
| Net income |
||||||||||||||||
| Allocation of distributed and undistributed income to unvested restricted stock shareholders |
( |
) |
( |
) |
( |
) |
( |
) |
||||||||
| Net income attributable to common shareholders |
||||||||||||||||
| Denominator for net income per share – basic: |
||||||||||||||||
| Weighted average common shares outstanding – basic |
||||||||||||||||
| Net income per share – basic |
$ | $ | $ | $ | ||||||||||||
| Numerator for net income per share – diluted: |
||||||||||||||||
| Net income attributable to common shareholders for basic computation |
||||||||||||||||
| Denominator for net income per share – diluted: |
||||||||||||||||
| Weighted average common shares outstanding – basic |
||||||||||||||||
| Weighted average effect of dilutive securities – stock options |
||||||||||||||||
| Denominator for diluted earnings per share – adjusted weighted average shares |
||||||||||||||||
| Net income per share - diluted |
$ | $ | $ | $ | ||||||||||||
| (10) |
LEASES |
During the nine months ending September 30, 2021, we entered into an agreement as lessor to sublease our Seattle office. Future minimum undiscounted cash receipts due under the agreement at September 30, 2021 are as follows (in thousands):
| Operating Lease |
||||
| Remainder 2021 |
$ | |||
| 2022 |
||||
| 2023 |
||||
| 2024 |
||||
| 2025 |
||||
| Total minimum lease receipts |
$ | |||
| (11) | RELATED PARTY |
Until January 2020, one of our directors served as an officer and director of Ameritas Life Insurance Corp. (“Ameritas”) and continued to serve on the board of directors of Ameritas for a portion of the three and nine-month periods ended September 30, 2021. In connection with our regular assessment of our insurance-based associate benefits, which is conducted by an independent insurance broker, and the costs associated therewith, we purchase dental and vision insurance for certain of our associates from Ameritas. The total value of these purchases was $
A director who began serving on our board in May 2021, currently serves as chief executive officer of Allina Health, a not-for-profit healthcare system. In connection with its routine business operations, Allina Health purchases certain of our products and services. Total revenue we earned from Allina Health in the three and nine-month periods ended September 30, 2021 approximated $
A director, who served on our board through May 2020, also served as a board member of IMA Financial Group. In connection with our regular assessment of our liability coverage, during 2020 we began purchasing directors and officers and employment practices liability insurance through IMA Financial Group. These purchases totaled $
During 2017, we acquired a cost method investment in convertible preferred stock of Practicing Excellence.com, Inc., a privately-held Delaware Corporation (“PX”), which is included in other non-current assets and is carried at cost, adjusted for changes resulting from observable price changes in orderly transactions of the same investment in PX, if any. We also have an agreement with PX which commenced in 2016 under which we act as a reseller of PX services and PX receives a portion of the revenues. The total revenue earned from the PX reseller agreement was $
| Management’s Discussion and Analysis of Financial Condition and Results of Operations |
The following discussion of our results of operations and financial conditions should be read in conjunction with our condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q.
Our purpose is to enable human understanding. Our solutions enable health care organizations to understand what matters most to each person they serve. We are a leading provider of analytics and insights that facilitate measurement and improvement of the patient and employee experience while also increasing patient engagement and customer loyalty for healthcare organizations. Our heritage, proprietary methods, and holistic approach enable our partners to better understand the people they care for and design experiences that inspire loyalty and trust, while also facilitating regulatory compliance and the shift to population-based health management. Our ability to measure what matters most and systematically capture, analyze and deliver insights based on self-reported information from patients, families and consumers is critical in today’s healthcare market. We believe that access to and analysis of our extensive consumer-driven information is becoming more valuable as healthcare providers increasingly need to more deeply understand and engage the people they serve to build customer loyalty.
Our portfolio of subscription-based solutions provides actionable information and analysis to healthcare organizations across a range of mission-critical, constituent-related elements, including patient experience, service recovery, care transitions, health risk assessments, employee engagement, reputation management, and brand loyalty. We partner with clients across the continuum of healthcare services. Our clients include integrated health systems, post-acute providers and payer organizations. We believe this cross-continuum positioning is a unique and an increasingly important capability as evolving payment models drive healthcare providers and payers towards a more collaborative and integrated service model.
The outbreak of COVID-19, and the associated responses, have impacted our business in a variety of ways. Governments have implemented business and travel restrictions and recommended social distancing and other guidelines. Many businesses, including many of our clients, have de-emphasized external business opportunities and restricted in-person meetings while shifting their attention toward addressing COVID-19 planning, business disruptions, higher costs, and revenue shortfalls. At NRC, our workforce remains intact and highly engaged. The vast majority of our associates are working remotely, and to date we have been capable of providing our services without significant disruption. We have made our facilities available for associates to return to work effective July 1, 2021 at their discretion. Historically, we have relied on national travel as part of our sales efforts, but as a result of the pandemic we had placed a temporary hold on all company related travel. We modified our travel policy and limited travel did resume in the third quarter of 2021. The duration and severity of the COVID-19 pandemic and associated impacts on our business, including the impact on our revenue, expenses, and cash flows, cannot be predicted at this time. Based on the foregoing, we do not expect our recent revenue and earnings growth to be indicative of future expectations. We do, however, expect to have adequate sources of liquidity to meet our current and expected needs for the foreseeable future.
Results of Operations
The following table and graphs set forth, for the periods indicated, selected financial information derived from our consolidated financial statements, including amounts expressed as a percentage of total revenue and the percentage change in such items versus the prior comparable period (please note that all columns may not add up to 100% due to rounding). The trends illustrated in the following table and graphs may not necessarily be indicative of future results. The discussion that follows the information should be read in conjunction with our consolidated financial statements.
Due to changes in our corporate reporting structure in 2021, certain associates moved between departments. As a result, the related salaries and benefits and company incentive expenses are included in Selling, general and administrative expenses in the 2021periods instead of Direct as in the 2020 periods. The total amount of the reclassified expenses approximates $500,000 in each quarter.
| Three months ended September 30, |
Nine months ended |
|||||||||||||||
| 2021 |
2020 |
2021 |
2020 |
|||||||||||||
| Revenue: |
100.0 | % |
100.0 | % |
100.0 | % |
100.0 | % |
||||||||
| Insurance recoveries |
– | 1.6 | – | 0.5 | ||||||||||||
| Operating expenses: |
||||||||||||||||
| Direct |
36.3 | 36.4 | 34.8 | 36.9 | ||||||||||||
| Selling, general and administrative |
25.2 | 23.8 | 26.5 | 25.9 | ||||||||||||
| Depreciation and amortization |
3.7 | 5.5 | 4.6 | 4.7 | ||||||||||||
| Total operating expenses |
65.2 | 65.7 | 65.9 | 67.5 | ||||||||||||
| Operating income |
34.8 | % |
35.9 | % |
34.1 | % |
33.0 | % |
||||||||
Three Months Ended September 30, 2021, Compared to Three Months Ended September 30, 2020
 |
 |
Revenue. Revenue for the three-month period ended September 30, 2021, increased 12.8% to $37.8 million, compared to $33.5 million, in the three-month period ended September 30, 2020. This was primarily due to new customer sales, as well as increases in sales to the existing client base. During the same period in 2020, we also experienced revenue reductions from COVID-19 as some clients reduced or eliminated services they purchased from us as cost reducing measures.
Direct expenses. Direct expenses increased 12.5% to $13.7 million for the three-month period ended September 30, 2021, compared to $12.2 million for the same period in 2020. This was due to an increase in variable expenses of $960,000 and fixed expenses of $557,000. Variable expenses increased due to higher survey contracted services, partially offset by less postage, printing, and paper costs primarily resulting from changes in survey methodologies. Conference expenses increased due to the timing and shift in attendance format of conferences. Fixed expenses increased primarily as a result of increased contracted services, sponsorships, salary and benefit costs, software and platform hosting expenses and travel and meal costs due to limited travel resumption in July 2021 after restricting travel associated with COVID-19. Direct expenses decreased as a percentage of revenue to 36.3% in 2021, from 36.4% in 2020, as revenue increased by 12.8% while direct expenses for the same period increased by 12.5%.
Selling, general and administrative expenses. Selling, general and administrative expenses increased 19.7% to $9.5 million for the three-month period ended September 30, 2021, compared to $8.0 million for the same period in 2020, primarily due to increases in salary and benefit costs of $440,000, other taxes of $238,000 due to a favorable tax ruling in 2020 reversing sales tax expense, contracted services of $217,000, travel and meal costs of $162,000 due to limited travel resumption in July 2021 after restricting travel associated with COVID-19, public company and other legal and accounting costs of $131,000 and increased business insurance of $72,000. Selling, general and administrative expenses increased as a percentage of revenue to 25.2% in 2021, from 23.8% in 2020, as revenue increased by 12.8% while selling, general and administrative expenses for the same period increased by 19.7%.
Depreciation, amortization and impairment. Depreciation, amortization and impairment was $1.4 million for the three-month period ended September 30, 2021 and $1.8 million for the three-month period ended September 30, 2020. The decrease was primarily due higher depreciation expense for the same period in 2020 due to shortening the estimated useful lives of certain building assets. Depreciation, amortization and impairment expense decreased as a percentage of revenue to 3.7% in 2021, from 5.5% in 2020, as revenue increased by 12.8% while depreciation, amortization and impairment decreased by 24.3%.
Other income (expense). Other expense, net increased to $514,000 for the three-month period ended September 30, 2021, compared to other expense, net of $355,000 for the same period in 2020, primarily due to foreign exchange rate changes. Interest expense decreased to $413,000 in 2021 from $451,000 for the same period in 2020, primarily due to the declining balance on our term loan. Other income (expense) decreased to other expense of $105,000 in 2021 compared to other income of $94,000 for the same period of 2020, primarily due to revaluation on intercompany transactions due to changes in the Canadian to U.S. dollar foreign exchange rate.
Income tax provision. Income tax provision was $3.0 million for the three-month period ended September 30, 2021, compared to $2.1 million for the same period in 2020. The effective tax rate for the three-month period ended September 30, 2021 increased to 23.5% compared to 17.9% during the same period in 2020, primarily due to decreased tax benefits of $653,000 from the exercise and vesting of share-based compensation awards and higher state income taxes.
Nine Months Ended September 30, 2021, Compared to Nine Months Ended September 30, 2020
 |
 |
Revenue. Revenue for the nine-month period ended September 30, 2021, increased 11.3% to $109.7 million, compared to $98.5 million in the nine-month period ended September 30, 2020. The increase was primarily due to new customer sales, as well as increases in sales to the existing client base. During the same period in 2020, we also experienced revenue reductions from COVID-19 as some clients reduced or eliminated services they purchased from us as cost reducing measures.
Direct expenses. Direct expenses increased 5.0% to $38.2 million for the nine-month period ended September 30, 2021, compared to $36.4 million in the same period in 2020. This was due to an increase in variable expenses of $1.8 million. Variable expenses increased due to higher survey contracted services and salary and benefit costs, partially offset by less postage, printing, and paper costs primarily resulting from changes in survey methodologies. Conference expenses also increased due to the timing and shift in attendance format. Direct expenses decreased as a percentage of revenue to 34.8% in 2021, compared to 36.9% during the same period of 2020, as direct expenses increased by 5.0% while revenue for the same period increased by 11.3%.
Selling, general and administrative expenses. Selling, general and administrative expenses increased 13.7% to $29.1 million for the nine-month period ended September 30, 2021, compared to $25.6 million for the same period in 2020, primarily due to increases in public company and other legal and accounting costs of $1.1 million, contracted services of $857,000, salary and benefit costs of $611,000, software and platform hosting expenses of $321,000, other taxes of $189,000 due to a favorable tax ruling in 2020 reversing sales tax expense, professional development costs of $134,000, business insurance of $123,000 and building lease costs of $120,000. These were partially offset by lower travel and meal costs of $213,000 due to restricted travel associated with COVID-19. Selling, general and administrative expenses increased as a percentage of revenue to 26.5% in 2021, from 25.9% in 2020, as revenue increased by 11.3% while selling, general and administrative expenses for the same period increased by 13.7%.
Depreciation, amortization and impairment. Depreciation, amortization and impairment was $5.0 million for the nine-month period ended September 30, 2021 and $4.6 million for the nine-month period ended September 30, 2020. The increase was primarily due to our transformation to a distributed workforce environment, which includes building renovations in our headquarters, as well as subleasing a remote office location which resulted in an ROU asset impairment of $324,000. Depreciation expense increased by $353,000 due to shortening the estimated useful lives of certain building assets. Depreciation, amortization and impairment expense decreased as a percentage of revenue to 4.6% for the nine-month period ended September 30, 2021 from to 4.7% in 2020, as revenue increased by 11.3% while depreciation, amortization and impairment expenses for the same period increased by 8.5%.
Other income (expense). Other expense, net increased to $1.3 million for the nine-month period ended September 30, 2021, compared to other expense, net of $897,000 for the same period in 2020, primarily due to foreign exchange rate changes. Interest expense decreased to $1.3 million in 2021 from $1.4 million for the same period in 2020, primarily due to the declining balance on our term loan. Other income (expense) decreased to other expense of $8,000 in 2021 compared to $454,000 other income for the same period of 2020, primarily due to revaluation on intercompany transactions due to changes in the Canadian to U.S. dollar foreign exchange rate.
Income tax provision. Income tax provision was $8.3 million for the nine-month period ended September 30, 2021, compared to $2.5 million for the same period in 2020. The effective tax rate for the nine-month period ended September 30, 2021 increased to 23.0%, compared to 8.1% for the same period in 2020, mainly due to decreased tax benefits of $4.7 million from the exercise and vesting of share-based compensation awards and higher state income taxes.
Liquidity and Capital Resources
We believe that our existing sources of liquidity, including cash and cash equivalents, borrowing availability, and operating cash flows, will be sufficient to meet our projected capital and debt maturity needs for the foreseeable future. Dividends of $6.1 million were declared and paid during the nine-month period ended September 30, 2021, which we funded with cash on hand. We also declared $3.1 million of dividends in August 2021 and paid such dividends in October 2021, also funded with cash on hand. Our board of directors considers whether to declare a dividend and the amount of any dividends declared on a quarterly basis.
As of September 30, 2021, our principal sources of liquidity included $52.5 million of cash and cash equivalents, up to $30 million of unused borrowings under our line of credit and up to $15 million on our delayed draw term note. Of this cash, $5.5 million was held in Canada. We can use the delayed draw term note only to fund permitted future business acquisitions or repurchasing our Common Stock.
Working Capital
We had working capital of $33.6 million and $22.4 million on September 30, 2021 and December 31, 2020, respectively.
The change was primarily due to increases in cash and cash equivalents of $17.8 million and trade accounts receivable of $2.4 million. This was partially offset by increases in dividends payable of $3.1 million, deferred acquisition consideration of $2.0 million, deferred revenue of $1.7 million, income taxes payable of $464,000 and decreases of $1.1 million in income taxes receivable and $601,000 in other current assets.
Trade accounts receivable increased due to the timing of billings and collections on new and renewal contracts. Income taxes receivable changed due to the timing of income tax payments. Other current assets changed due to the timing of receipts on state tax incentives. Dividends payable will vary based on the timing of declaration and payment of dividends. The deferred acquisition consideration was due to the PatientWisdom acquisition in the nine-month period ended September 30, 2021, as further described in Note 2 to our condensed consolidated financial statements. Our working capital is significantly impacted by our large deferred revenue balances which will vary based on the timing and frequency of billings on annual agreements. The deferred revenue balances as of September 30, 2021, and December 31, 2020, were $17.3 million and $15.6 million, respectively.
The deferred revenue balance is primarily due to timing of initial billings on new and renewal contracts. We typically invoice clients for services before they have been completed. We record billed amounts as billings in excess of revenue earned, or deferred revenue, in our consolidated financial statements, and we recognize billed amounts as income when we satisfy the performance obligations. In addition, when we perform work in advance of billing, we record this work as revenue earned in excess of billings, or unbilled revenue. Substantially all deferred revenue and all unbilled revenue will be earned and billed respectively, within 12 months of the respective period ends.
Cash Flow Analysis
A summary of operating, investing, and financing activities is shown in the following table:
| Nine Months Ended September 30, |
||||||||
| 2021 |
2020 |
|||||||
| (In thousands) |
||||||||
| Provided by operating activities |
$ | 34,270 | $ | 24,419 | ||||
| Used in investing activities |
(6,797 | ) |
(2,175 | ) |
||||
| Used in financing activities |
(9,680 | ) |
(13,582 | ) |
||||
| Effect of exchange rate change on cash |
(1 | ) |
(324 | ) |
||||
| Net change in cash and cash equivalents |
17,792 | 8,338 | ||||||
| Cash and cash equivalents at end of period |
$ | 52,482 | $ | 21,855 | ||||
Cash Flows from Operating Activities
Cash flows from operating activities consist of net income adjusted for non-cash items including depreciation, amortization and impairment, deferred income taxes, share-based compensation and related taxes, reserve for uncertain tax positions, loss on disposal of property and equipment and the effect of working capital changes.
Net cash provided by operating activities was $34.3 million for the nine-month period ended September 30, 2021, which included net income of $27.8 million, plus non-cash charges (benefits) for deferred income taxes, depreciation, amortization and impairment, reserve for uncertain tax positions, non-cash share-based compensation, and loss on disposal of property and equipment totaling $5.4 million. Changes in working capital increased cash flows from operating activities by $1.1 million, primarily from an increase in deferred revenue and net changes in income taxes receivable and payable; partially offset by increases in trade accounts receivable. Deferred revenue will vary based on the timing and frequency of billings on annual agreements and income taxes receivable and payable vary based on timing of payments. Trade accounts receivable will vary based on the timing of billings and collections on new and renewal contracts.
Net cash provided by operating activities was $24.4 million for the nine-month period ended September 30, 2020, which included net income of $29.0 million, plus non-cash charges (benefits) for deferred income taxes, depreciation and amortization, reserve for uncertain tax positions, gain on insurance recoveries for damaged property, and share-based compensation and related taxes totaling $5.1 million. Net changes in assets and liabilities decreased cash flows from operating activities by $9.8 million, primarily due to increases in trade accounts receivable, prepaid and other current assets, insurance recoverable, income taxes receivable and payable, and deferred contract costs, as well as decreases in accounts payable and operating lease assets and liabilities, net, which fluctuate due to the timing of payments for prepaids, accounts payable, accrued expenses, direct and incremental costs directly related to sales and timing of income tax payments. These decreases to cash flows were partially offset by increases in accrued expenses, wages, bonuses, and profit sharing and deferred revenue. Deferred revenue will vary based on the timing and frequency of billings on annual agreements.
Cash Flows from Investing Activities
Net cash used for investing activities was $6.8 million in the nine months ended September 30, 2021. These expenditures consisted of $3.0 million for acquisition consideration and $3.8 million purchases of property and equipment including computer software and hardware, leasehold and building improvements and furniture and equipment.
Net cash of $2.2 million was used for investing activities in the nine months ended September 30, 2020. These expenditures consisted mainly of computer software classified in property and equipment. We also received $260,000 in insurance proceeds for damaged property and equipment due to a flooding during this 2020 period.
Cash Flows from Financing Activities
Net cash used in financing activities was $9.7 million in the nine months ended September 30, 2021. We used cash to repay borrowings under the term note totaling $3.0 million and for finance lease obligations of $369,000. We also used cash to pay payroll tax withholdings related to share-based compensation of $461,000, partially offset by $304,000 of proceeds from the exercise of share-based awards. We also used cash to pay $6.1 million of dividends on our common stock.
Net cash used in financing activities was $13.6 million in the nine months ended September 30, 2020. We used cash to repay borrowings under the term notes totaling $2.6 million, pay debt issuance costs of $36,000 and finance lease obligations of $187,000. We also used cash to pay $10.5 million of dividends on our common stock, and to pay payroll tax withholdings related to share-based compensation of $1.9 million. These decreases to cash flows were partially offset by proceeds from the exercise of stock options of $1.6 million.
The effect of changes in foreign exchange rates decreased cash and cash equivalents by $1,000 in the nine months ended September 30, 2021 and decreased cash and cash equivalents by $324,000 in the nine months ended September 30, 2020.
Capital Expenditures
Cash paid for capital expenditures was $3.8 million for the nine months ended September 30, 2021. These expenditures consisted mainly of computer software and hardware, leasehold and building improvements and furniture and equipment. In addition to continued expenditures for computer software and hardware in 2021, we expect substantially higher capital expenditures for building improvements, with the total amount yet to be determined, which we expect to be funded through cash generated from operations.
Debt and Equity
Our amended and restated credit agreement (the “Credit Agreement”) with First National Bank of Omaha (“FNB”) includes (i) a $30,000,000 revolving credit facility (the “Line of Credit”), (ii) a $33,002,069 term loan (the “Term Loan”) and (iii) a $15,000,000 delayed draw-dawn term facility (the “Delayed Draw Term Loan” and, together with the Line of Credit and the Term Loan, the “Credit Facilities”). We may use the Delayed Draw Term Loan to fund any permitted future business acquisitions or repurchases of our Common Stock and the Line of Credit to fund ongoing working capital needs and for other general corporate purposes.
The Term Loan is payable in monthly installments of $462,988 through May 2025, with a balloon payment due at maturity in May 2025. The Term Loan bears interest at a fixed rate per annum of 5%.
Borrowings under the Line of Credit and the Delayed Draw Term Loan, if any, bear interest at a floating rate equal to the 30-day London Interbank Offered Rate plus 225 basis points (2.33% at September 30, 2021). Interest on the Line of Credit accrues and is payable monthly. Principal amounts outstanding under the Line of Credit are due and payable in full at maturity, in May 2023. As of September 30, 2021, the Line of Credit did not have a balance. We did not borrow on the Line of Credit during the nine-month period ended September 30, 2021. We have not borrowed on the Delayed Draw Term Loan since origination.
We are obligated to pay ongoing unused commitment fees quarterly in arrears pursuant to the Line of Credit and the Delayed Draw Term Loan facility at a rate of 0.20% per annum based on the actual daily unused portions of the Line of Credit and the Delayed Draw Term Loan facility, respectively.
The Credit Agreement contains customary representations, warranties, affirmative and negative covenants (including financial covenants) and events of default. The negative covenants include, among other things, restrictions regarding the incurrence of indebtedness and liens, repurchases of our Common Stock and acquisitions, subject in each case to certain exceptions. Pursuant to the Credit Agreement, we are required to maintain a minimum fixed charge coverage ratio of 1.10x for all testing periods throughout the term(s) of the Credit Facilities, which calculation excludes, unless our liquidity falls below a specified threshold, (i) any cash dividend in a fiscal quarter that, together with all other cash dividends paid or declared during such fiscal quarter, exceeds $5,500,000 in total cash dividends paid or declared, (ii) the portion of the purchase price for any permitted share repurchase of our shares paid with cash on hand, and (iii) the portion of any acquisition consideration for a permitted acquisition paid with cash on hand. We are also required to maintain a cash flow leverage ratio of 3.00x or less for all testing periods throughout the term(s) of the Credit Facilities. As of September 30, 2021, we were in compliance with our financial covenants.
All obligations under the Credit Facilities are to be guaranteed by each of our direct and indirect wholly owned domestic subsidiaries, if any, and, to the extent required by the Credit Agreement, direct and indirect wholly owned foreign subsidiaries (each, a “guarantor”).
The Credit Facilities are secured, subject to permitted liens and other agreed upon exceptions, by a first-priority lien on and perfected security interest in substantially all of our and our guarantors’ present and future assets (including, without limitation, fee-owned real property, and limited, in the case of the equity interests of foreign subsidiaries, to 65% of the outstanding equity interests of such subsidiaries).
LIBOR is currently expected to be phased out beginning in 2021 through 2023. The one-week and two-month LIBOR rates are expected to retire on December 31, 2021. The overnight, one-month, three-month, six-month and 12-month LIBOR rates are expected to be published through June 2023. We are required to pay interest on borrowings under our Line of Credit and Delayed Draw Term Loan at floating rates based on the one-month LIBOR. Future debt that we may incur may also require that we pay interest based upon LIBOR. Under the terms of our Credit Agreement with FNB, if LIBOR becomes unavailable during the term of the agreement, FNB may, in its discretion and in a manner consistent with market practice, designate a substitute index. We currently expect that the determination of interest under our Credit Agreement would be revised as to provide for an interest rate that approximates the existing interest rate as calculated in accordance with LIBOR. Despite our current expectations, we cannot be sure that if LIBOR is phased out or transitioned, the changes to the determination of interest under our agreements would approximate the current calculation in accordance with LIBOR. We do not know what standard, if any, will replace LIBOR if it is phased out or transitioned.
We have finance leases for computer equipment, office equipment, printing and inserting equipment. The balance of the finance leases as of September 30, 2021, was $898,000.
Shareholders’ equity increased $18.8 million to $83.1 million at September 30, 2021, from $64.3 million at December 31, 2020. The increase was mainly due to net income of $27.8 million, changes in the cumulative translation adjustment of $22,000, and shared-based compensation expense of $275,000. This was partially offset by dividends declared of $9.2 million and share repurchases exceeding the cost of stock options exercised of $157,000.
Contractual Obligations
We had contractual obligations to make payments in the following amounts in the future as of September 30, 2021:
| Contractual Obligations(1) |
Total Payments |
Less than One Year |
One to Three Years |
Three to Five Years |
After Five Years |
|||||||||||||||
| (In thousands) |
||||||||||||||||||||
| Operating leases |
$ | 1,537 | $ | 164 | $ | 1,028 | $ | 345 | $ | – | ||||||||||
| Finance leases |
925 | 131 | 782 | 12 | – | |||||||||||||||
| Uncertain tax positions(2) |
– | – | – | – | – | |||||||||||||||
| Long-term debt |
31,377 | 1,389 | 11,112 | 18,876 | – | |||||||||||||||
| Total |
$ | 33,839 | $ | 1,684 | $ | 12,922 | $ | 19,233 | $ | – | ||||||||||
| (1) |
Amounts are inclusive of interest payments, where applicable. |
| (2) |
We have $993,000 in liabilities associated with uncertain tax positions. We are unable to reasonably estimate the expected cash settlement dates of these uncertain tax positions with the taxing authorities. |
We generally do not make unconditional, non-cancelable purchase commitments. We enter into purchase orders in the normal course of business, but these purchase obligations do not exceed one year.
Stock Repurchase Program
Our Board of Directors authorized the repurchase of up to 2,250,000 then-existing class A shares and 375,000 then-existing class B shares of common stock in the open market or in privately negotiated transactions under a stock repurchase program that was originally approved in February 2006 and subsequently amended in May 2013. In connection with the Recapitalization in April 2018, our Board of Directors further amended the stock repurchase program to eliminate the repurchase of the former class B common stock. As of September 30, 2021, the remaining number of shares of Common Stock that could be purchased under this authorization was 280,491 shares.
Critical Accounting Estimates
There have been no changes to our critical accounting estimates described in the Annual Report on Form 10-K for the year ended December 31, 2020 that have a material impact on our Condensed Consolidated Financial Statements and the related Notes.
| Quantitative and Qualitative Disclosures about Market Risk |
There are no material changes to the disclosures regarding our market risk exposures made in our Annual Report on Form 10-K for the year ended December 31, 2020.
| Controls and Procedures |
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report, and has concluded that, as of the end of such period, our disclosure controls and procedures were effective.
There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) that occurred during the quarter ended September 30, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| Legal Proceedings |
From time to time, we are 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. For additional information, see Note 1, under the heading “Commitments and Contingencies,” to our consolidated financial statements. Regardless of the final outcome, any legal proceedings, claims, inquiries and investigations, however, can impose a significant burden on management and employees, may include costly defense and settlement costs, and could cause harm to our reputation and brand, and other factors.
| Risk Factors |
The significant risk factors known to us that could materially adversely affect our business, financial condition, or operating results are described in Part I, Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2020.
| Unregistered Sales of Equity Securities and Use of Proceeds |
In February 2006 and subsequently amended in May 2013, our Board of Directors authorized the repurchase of 2,250,000 shares of class A common stock and 375,000 shares of class B common stock in the open market or in privately negotiated transactions. In connection with the Recapitalization in April 2018, our Board of Directors further amended the stock repurchase program to eliminate the repurchase of the former class B common stock. Unless terminated earlier by resolution of our Board of Directors, the repurchase program will expire when we have repurchased all shares of Common Stock authorized for repurchase thereunder. No Common Stock was repurchased under that authorization during the three-month period ended September 30, 2021. The remaining shares of Common Stock that may be purchased under that authorization are 280,491. Our Credit Agreement provides that, in order for us to pay dividends, there must be no default or event of default existing or that would result from such payment and we must show that we would comply with the Credit Agreement’s fixed charge coverage ratio and consolidated cash flow leverage ratio after giving pro forma effect to such payment.
| ITEM 6. |
Exhibits |
The exhibits listed in the exhibit index below are filed as part of this Quarterly Report on Form 10-Q.
EXHIBIT INDEX
| Exhibit |
Exhibit Description |
| (3.1) |
|
| (3.2) |
|
| (4.1) |
|
| (4.2) |
|
| (10.1)** | Form of Grant used in connection with the National Research Corporation 2004 Non-Employee Director Stock Plan, as amended |
| (31.1)** |
|
| (31.2)** |
|
| (32)** |
|
| (101) ** |
Financial statements from the Quarterly Report on Form 10-Q of National Research Corporation for the quarter ended September 30, 2021, formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Notes to Condensed Consolidated Financial Statements, and (vi) document and entity information. |
| (104) ** |
Cover Page Interactive Data File (formatted in the Inline XBRL and contained in Exhibit 101). |
** Filed herewith
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| NATIONAL RESEARCH CORPORATION |
|||
| Date: November 5, 2021 |
By: |
/s/ Michael D. Hays |
|
| Michael D. Hays |
|||
| Chief Executive Officer (Principal Executive Officer) |
|||
| Date: November 5, 2021 |
By: |
/s/ Kevin R. Karas |
|
| Kevin R. Karas Senior Vice President Finance, Treasurer, Secretary and Chief Financial Officer (Principal Financial and Accounting Officer) |
|||
Exhibit 10.1
FORM OF GRANT USED IN CONNECTION WITH THE NATIONAL RESEARCH CORPORATION 2004 NON-EMPLOYEE DIRECTOR STOCK PLAN, AS AMENDED
[Director name]
Re: Stock Option Grant National Research Corporation Director Stock Plan
This letter is to confirm that on [date], you were automatically granted a nonqualified stock option to purchase [# of shares] shares of Common Stock, $.001 par value, of National Research Corporation (“Company”) pursuant to the terms of the 2004 Non-Employee Director Stock Plan (the “Plan”).
Your stock option to purchase up to [# of shares] shares of Common Stock is subject to the terms and conditions of the Plan. The option price is [price] per share, which was the last sale price of a share of Common Stock on the NASDAQ Stock Market on [date of grant], the date of grant.
In accordance with the terms of the Plan, when your options are granted on an “Annual Grant Date” (i.e., the date of the Company’s Annual Meeting of Shareholders) such options are not exercisable until the day immediately preceding the next following Annual Grant Date (the “Vesting Date”), unless your status as a director of the Company terminates because of death prior to that time, in which event the options become immediately exercisable in full and may be exercised for a period of three (3) years after the date of death. If for any reason other than death you cease to be an outside director of the Company prior to the Vesting Date, the options will be cancelled as of the date of such termination. Subject to the foregoing, the options expire ten (10) years after the date of grant, or if earlier, three (3) years after you cease to be an outside director of the Company.
The other terms which govern your stock options are as set forth below and as provided in the Plan.
Procedure for Exercise. You may exercise your options in whole or in part at any time after the options have become exercisable (as discussed above) by delivering written notice to the Company together with payment of the option price in cash, previously acquired shares of Common Stock valued at their fair market value or such other forms as the Board or Plan administrator approves.
Automatic Exercise of In-the-Money Options. To the extent that any portion of a vested and exercisable option (i) remains unexercised as of 3:00 p.m. Central Time (the “Effective Time”) on the expiration date of such option, or, if such option expires on a date which is not a business day, the Effective Time on the last business day prior to such expiration date (the “Automatic Exercise Date”), and (ii) the fair market value of the Company’s Common Stock on the Automatic Exercise Date is greater than the exercise price of the option, then the entire vested and exercisable portion of such option shall be automatically exercised on the Automatic Exercise Date effective immediately prior to the Effective Time without further action by you (an “Automatic Exercise”). The aggregate exercise price for any Automatic Exercise and any related withholding taxes will be paid by the Company retaining, from the total number of shares of Common Stock as to which the option is being exercised, a number of shares having an aggregate fair market value as of the Automatic Exercise Date equal to the amount of such aggregate exercise price plus applicable withholding taxes. For the avoidance of doubt, no option with an exercise price per share that is equal to or greater than the fair market value per share of Common Stock on the Automatic Exercise Date shall be automatically exercised pursuant to this paragraph. For purposes of this paragraph, “fair market value” of the Company’s Common Stock means the last reported closing price of such Common Stock as of any date of determination.
Securities Laws Matters. Applicable federal and state securities laws govern the disposition by you of shares purchased through the exercise of your options. You may sell such shares only (1) pursuant to an effective registration statement under the Securities Act of 1933, as amended (“Act”), or (2) in a transaction which is exempt from registration under the Act, such as a sale which fully complies with Rule 144 under the Act.
Non-Transferability. Your options may not be sold or transferred other than by will or under the laws of descent and distribution, except that an option may be transferred to the extent allowed by the Board or the Plan administrator. The designation of a beneficiary will not constitute a transfer.
Conformity with Plan. Your options are intended to conform in all respects with, and are subject to all applicable provisions of, the Plan. Inconsistencies between this letter and the Plan will be resolved in accordance with the terms of the Plan.
Please execute and return the enclosed copy of this letter to the Company. By doing so, you agree to be bound by all of the terms of this letter and of the Plan.
Very truly yours,
NATIONAL RESEARCH CORPORATION
By: [Authorized Officer]
Accepted on this _____ day of _______________, [yyyy].
[Director name], Director
Exhibit 31.1
Certification of Chief Executive Officer
Pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934
I, Michael D. Hays, certify that:
|
1. |
I have reviewed this Quarterly Report on Form 10-Q of National Research Corporation; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|
Date: November 5, 2021 |
/s/ Michael D. Hays |
|
|
Michael D. Hays Chief Executive Officer |
Exhibit 31.2
Certification of Chief Financial Officer
Pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934
I, Kevin R. Karas, certify that:
|
1. |
I have reviewed this Quarterly Report on Form 10-Q of National Research Corporation; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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Date: November 5, 2021 |
/s/ Kevin R. Karas |
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Kevin R. Karas Chief Financial Officer |
Exhibit 32
Certification Pursuant to 18 U.S.C. Section 1350
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the accompanying Quarterly Report on Form 10-Q of National Research Corporation (the “Company”) for the three-month period ended September 30, 2021 (the “Report”), I, Michael D. Hays, Chief Executive Officer of the Company, and I, Kevin R. Karas, Chief Financial Officer, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, based on my knowledge, that:
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1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
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2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
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/s/ Michael D. Hays |
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Michael D. Hays Chief Executive Officer |
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/s/ Kevin R. Karas |
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Kevin R. Karas Chief Financial Officer |
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Date: November 5, 2021 |
A signed original of this written statement required by Section 906 has been provided to National Research Corporation and will be retained by National Research Corporation and furnished to the Securities and Exchange Commission or its staff upon request.