Quarterly Report




UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 

For the quarterly period ended   September 30, 2014
 
Commission file number 000-26621
 
LOGO
 
NIC INC.
(Exact name of registrant as specified in its charter)
 
Delaware
52-2077581
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
25501 West Valley Parkway, Suite 300, Olathe, Kansas 66061
(Address of principal executive offices, including Zip Code)

Registrant's telephone number, including area code:   (877) 234-3468


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. Yes   x   No    o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes   x   No   o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 
Large accelerated filer   x
Accelerated filer  o
 
Non-accelerated filer  o
Smaller reporting company  o
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes   o   No   x

As of October 23, 2014, the number of shares outstanding of the registrant’s common stock, $0.0001 par value per share, was 65,298,342.
 
 
 

 
 
PART I - FINANCIAL INFORMATION
ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS
 
NIC INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
thousands except par value amount
 
 
   
September 30, 2014
   
December 31, 2013
 
ASSETS  
Current assets:
           
Cash   $ 105,955     $ 74,245  
Cash restricted for payment of dividend
    -       22,982  
Trade accounts receivable, net (Note 1)
    61,898       52,818  
Deferred income taxes, net
    1,012       1,038  
Prepaid expenses & other current assets
    10,796       11,569  
Total current assets
    179,661       162,652  
Property and equipment, net
    12,959       15,167  
Intangible assets, net
    2,240       1,864  
Other assets     352       290  
Total assets
  $ 195,212     $ 179,973  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY  
Current liabilities:
               
Accounts payable
  $ 41,514     $ 39,112  
Accrued expenses
    19,337       20,822  
Dividend payable
    -       22,982  
Other current liabilities
    2,752       348  
Total current liabilities
    63,603       83,264  
                 
Deferred income taxes, net
    1,466       2,432  
Other long-term liabilities
    2,943       2,341  
Total liabilities
    68,012       88,037  
                 
Commitments and contingencies (Notes 1, 2 and 8)
    -       -  
                 
Stockholders' equity:
               
Common stock, $0.0001 par, 200,000 shares authorized,
               
    65,299 and 64,993 shares issued and outstanding
    6       6  
Additional paid-in capital
    92,895       88,397  
Retained earnings
    34,299       3,533  
Total stockholders' equity
    127,200       91,936  
Total liabilities and stockholders' equity
  $ 195,212     $ 179,973  
 
The accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.
 
 
 

 
 
NIC INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
thousands except per share amounts
 
 
   
Three months ended
   
Nine months ended
 
   
September 30,
   
September 30,
 
Revenues:
 
2014
   
2013
   
2014
   
2013
 
Portal revenues
  $ 65,304     $ 57,721     $ 193,595     $ 177,857  
Software & services revenues
    4,223       3,609       12,484       10,635  
Total revenues
    69,527       61,330       206,079       188,492  
Operating expenses:
                               
Cost of portal revenues, exclusive of depreciation & amortization (Note 1)
    38,071       39,755       113,001       107,416  
Cost of software & services revenues, exclusive of depreciation & amortization
    1,246       928       3,420       3,220  
Selling & administrative
    11,439       10,387       32,604       30,054  
Depreciation & amortization
    2,292       2,145       6,819       6,221  
Total operating expenses
    53,048       53,215       155,844       146,911  
Operating income
    16,479       8,115       50,235       41,581  
Other income (expense), net
    (19 )     4       (147 )     (17 )
Income before income taxes
    16,460       8,119       50,088       41,564  
Income tax provision
    6,099       3,026       19,322       15,707  
Net income
  $ 10,361     $ 5,093     $ 30,766     $ 25,857  
                                 
Basic net income per share (Note 1)
  $ 0.16     $ 0.08     $ 0.47     $ 0.39  
Diluted net income per share (Note 1)
  $ 0.16     $ 0.08     $ 0.47     $ 0.39  
                                 
Weighted average shares outstanding:
                               
Basic
    65,288       64,961       65,197       64,854  
Diluted
    65,288       64,969       65,197       64,861  
 
The accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.
 
 
 

 
 
NIC INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
thousands
 
 
               
Additional
             
   
Common Stock
   
Paid-in
             
   
Shares
   
Amount
   
Capital
   
Retained Earnings
   
Total
 
Balance, January 1, 2014
    64,993     $ 6     $ 88,397     $ 3,533     $ 91,936  
Net income
    -       -       -       30,766       30,766  
Restricted stock vestings
    351       -       73       -       73  
Dividend equivalents cancelled upon forfeiture of
                                       
performance-based restricted stock awards
    -       -       35       -       35  
Shares surrendered and cancelled upon vesting of
                                       
restricted stock to satisfy tax withholdings
    (113 )     -       (2,242 )     -       (2,242 )
Stock-based compensation
    -       -       4,568       -       4,568  
Tax deductions relating to stock-based compensation
    -       -       1,065       -       1,065  
Shares issuable in lieu of dividend payments on unvested
   
 
                                 
performance-based restricted stock awards
    -       -       (108 )     -       (108 )
Issuance of common stock under employee stock purchase plan
    68       -       1,107       -       1,107  
Balance, September 30, 2014
    65,299     $ 6     $ 92,895     $ 34,299     $ 127,200  
 
The accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.
 
 
 

 
 
NIC INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
thousands
 
 
   
Nine months ended
 
   
September 30,
 
   
2014
   
2013
 
Cash flows from operating activities:
           
Net income
  $ 30,766     $ 25,857  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation & amortization
    6,819       6,221  
Provision for losses on accounts receivable (Note 1)
    266       5,125  
Stock-based compensation expense
    4,568       3,267  
Deferred income taxes
    (2,463 )     (1,142 )
Loss on disposal of property and equipment
    147       17  
Changes in operating assets and liabilities:
               
(Increase) in trade accounts receivable, net
    (9,346 )     (10,909 )
(Increase) decrease in prepaid expenses & other current assets
    2,296       (1,541 )
(Increase) in other assets
    (62 )     (6 )
Increase in accounts payable
    2,402       2,183  
Increase (decrease) in accrued expenses
    (3,802 )     1,303  
Increase in other current liabilities
    2,404       119  
Increase in other long-term liabilities
    602       862  
Net cash provided by operating activities
    34,597       31,356  
                 
Cash flows from investing activities:
               
Purchases of property and equipment
    (3,988 )     (3,945 )
Capitalized internal use software development costs
    (1,071 )     (1,079 )
Net cash used in investing activities
    (5,059 )     (5,024 )
                 
Cash flows from financing activities:
               
Proceeds from employee common stock purchases
    1,107       904  
Tax deductions related to stock-based compensation
    1,065       1,335  
Net cash provided by financing activities
    2,172       2,239  
                 
Net increase in cash
    31,710       28,571  
Cash, beginning of period
    74,245       62,358  
Cash, end of period
  $ 105,955     $ 90,929  
                 
Other cash flow information:
               
Non-cash investing activities:
               
Capital expenditures accrued but not yet paid
  $ 75     $ 5  
Cash payments:
               
Income taxes paid
  $ 20,664     $ 12,744  
Cash dividends on common stock previously restricted for payment of dividend
  $ 22,982     $ -  
 
The accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.
 
 
 

 
 
NIC INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
The Unaudited Consolidated Financial Statements of NIC Inc. and its subsidiaries (“NIC” or the “Company”) included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In management’s opinion, the Unaudited Consolidated Financial Statements reflect all adjustments (which include only normal recurring adjustments, except as disclosed) necessary to present fairly the consolidated financial position, results of operations and cash flows of the Company and its subsidiaries as of the dates and for the interim periods presented. These Unaudited Consolidated Financial Statements and Notes should be read in conjunction with the Audited Consolidated Financial Statements and related Notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 27, 2014, and Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this Form 10-Q. The consolidated balance sheet data included herein as of December 31, 2013 was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.
 
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying Notes. Actual results could differ from those estimates. The results of operations for the three- and nine-month periods ended September 30, 2014 are not necessarily indicative of the results to be expected for the full year ending December 31, 2014.

1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company
NIC is a leading provider of eGovernment services that helps governments use the Internet to reduce internal costs, increase efficiencies and provide a higher level of service to businesses and citizens. The Company accomplishes this currently through two channels: its primary outsourced portal businesses and its software & services businesses.
 
In its primary outsourced portal businesses, the Company generally designs, builds, and operates Internet-based portals on an enterprise-wide basis on behalf of state and local governments desiring to provide access to government information and to complete secure government-based transactions through multiple online channels, including mobile devices. These portals consist of websites and applications the Company has built that allow businesses and citizens to access government information online and complete transactions, such as applying for a permit, retrieving government records, or filing a government-mandated form or report. Operating under multiple-year contracts (see Note 2), NIC markets the services and solicits users to complete government-based transactions and to enter into subscriber contracts permitting users to access the portal and the government information contained therein in exchange for transactional and/or subscription user fees. The Company typically manages operations for each contractual relationship through separate local subsidiaries that operate as decentralized businesses with a high degree of autonomy. NIC’s self-funded business model allows the Company to generate revenues by sharing in the fees the Company collects from eGovernment transactions. The Company’s government partners benefit through reducing their financial and technology risks, increasing their operational efficiencies, and gaining a centralized, customer-focused presence on the Internet, while businesses and citizens receive a faster, more convenient, and more cost-effective means to interact with governments. The Company is typically responsible for funding up-front investment and ongoing operations and maintenance costs of the outsourced government portals.
 
The Company’s software & services businesses primarily include its subsidiaries that provide software development and services, other than enterprise-wide outsourced portal services, to state and local governments as well as federal agencies (see Note 2).

Basis of presentation

The Company classifies its revenues and cost of revenues into two categories: (1) portal and (2) software & services. The portal category generally includes revenues and cost of revenues from the Company’s subsidiaries operating enterprise-wide outsourced portals on behalf of state and local governments. The software & services category primarily includes revenues and cost of revenues from the Company’s subsidiaries that provide software development and services, other than enterprise-wide outsourced portal services, to state and local governments as well as federal agencies. The primary categories of operating expenses include: cost of portal revenues, cost of software & services revenues, selling & administrative and depreciation & amortization. Cost of portal revenues consists of all direct costs associated with operating government portals on an outsourced basis including employee compensation (including stock-based compensation), subcontractor labor costs, telecommunications, fees required to process credit/debit card and automated clearinghouse transactions, and all other costs associated with the provision of dedicated client service such as dedicated facilities. For the three- and nine-month periods ended September 30, 2013, cost of portal revenues also includes a non-cash pre-tax charge of approximately $5.1 million (approximately $0.05 per share on an after-tax basis) to write-off accounts receivable due from the Commonwealth of Pennsylvania for eGovernment services provided from January 1, 2013 through June 30, 2013, as further discussed below. Cost of software & services revenues consists of all direct project costs to provide software development and services such as employee compensation (including stock-based compensation), subcontractor labor costs, and all other direct project costs including hardware, software, materials, travel and other out-of-pocket expenses. Selling & administrative expenses consist primarily of corporate-level expenses relating to human resource management, administration, information technology, security, legal, finance and accounting, internal audit and all costs of non-customer service personnel from the Company’s software & services businesses, including information systems and office rent. Selling & administrative expenses also consist of stock-based compensation and corporate-level expenses for market development and public relations. For the three- and nine-month periods ended September 30, 2013, selling & administrative expenses also include $0.7 million and $1.5 million, respectively, in legal fees and other third-party costs, net of directors’ and officers’ liability insurance received, incurred in connection with the previously disclosed SEC matter, which was successfully concluded in December 2013 (see Item 3, Legal Proceedings, and Note 7 in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 27, 2014). 

 
 

 
 
Trade accounts receivable
 
The Company records trade accounts receivable at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts. The Company calculates this allowance based on its history of write-offs, the level of past-due accounts, and its relationship with, and the economic status of, its customers. Trade accounts receivable are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received.

As disclosed in prior filings with the SEC, the Company elected not to pursue collection of outstanding accounts receivable from the Commonwealth of Pennsylvania (the “Commonwealth”) for eGovernment services provided from January 1, 2013 through June 30, 2013 and recorded a non-cash pre-tax charge of approximately $5.1 million (approximately $0.05 per share on an after-tax basis) in the third quarter of 2013 to write-off amounts due from the Commonwealth through June 30, 2013. The charge is included in cost of portal revenues in the Company’s unaudited consolidated statements of income for the three- and nine-month periods ended September 30, 2013. The Company did not recognize revenues under the contract subsequent to June 30, 2013 until the contract became self-funded, which occurred in the fourth quarter of 2013.

The Company’s allowance for doubtful accounts at September 30, 2014 and December 31, 2013 was approximately $0.5 million and $0.6 million, respectively.
 
Earnings per share

Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are considered participating securities and are included in the computation of earnings per share pursuant to the two-class method for all periods presented. The two-class method is an earnings allocation formula that treats a participating security as having rights to undistributed earnings that would otherwise have been available to common stockholders. The Company’s service-based restricted stock awards contain non-forfeitable rights to dividends and are considered participating securities. Accordingly, service-based restricted stock awards were included in the calculation of earnings per share using the two-class method for all periods presented. Unvested service-based restricted shares totaled approximately 0.7 million at both September 30, 2014 and 2013. Basic earnings per share is calculated by first allocating earnings between common stockholders and participating securities. Earnings attributable to common stockholders are divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by giving effect to dilutive potential common shares outstanding during the period. The dilutive effect of shares related to the Company’s employee stock purchase plan is determined based on the treasury stock method. The dilutive effect of service-based restricted stock awards is based on the more dilutive of the treasury stock method or the two-class method assuming a reallocation of undistributed earnings to common stockholders after considering the dilutive effect of potential common shares other than the participating unvested restricted stock awards. The dilutive effect of performance-based restricted stock awards is based on the treasury stock method.

 
 

 

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts):
 
   
Three months ended
   
Nine months ended
 
   
September 30,
   
September 30,
 
   
2014
   
2013
   
2014
   
2013
 
Numerator:
                       
Net income
  $ 10,361     $ 5,093     $ 30,766     $ 25,857  
Less: Income allocated to participating securities
    (94 )     (47 )     (297 )     (271 )
Net income available to common stockholders
  $ 10,267     $ 5,046     $ 30,469     $ 25,586  
Denominator:
                               
Weighted average shares - basic
    65,288       64,961       65,197       64,854  
Performance-based restricted stock awards
    -       8       -       7  
Weighted average shares - diluted
    65,288       64,969       65,197       64,861  
                                 
Basic net income per share:
                               
Net income
  $ 0.16     $ 0.08     $ 0.47     $ 0.39  
                                 
Diluted net income per share:
                               
Net income
  $ 0.16     $ 0.08     $ 0.47     $ 0.39  
 
Concentration of credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and accounts receivable. The Company limits its exposure to credit loss by depositing its cash with high credit quality financial institutions. The Federal Deposit Insurance Corporation (“FDIC”) provides deposit insurance coverage up to $250,000 per depositor for deposit accounts at each FDIC-insured depository institution. At September 30, 2014, the amount of cash covered by FDIC deposit insurance was approximately $10.7 million, and approximately $95.3 million of cash was above the FDIC deposit insurance limit. The Company performs ongoing credit evaluations of its customers and generally requires no collateral to secure accounts receivable.

Recent accounting pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued new authoritative literature, Revenue from Contracts with Customers, as part of a joint effort by FASB and the International Accounting Standards Board to enhance financial reporting by creating common revenue recognition guidance and thereby improve the consistency of requirements, comparability of practices and usefulness of disclosures. The new standard will supersede much of the existing authoritative literature for revenue recognition. The standard and related amendments will be effective for the Company for its annual reporting period beginning January 1, 2017, including interim periods within that reporting period. Early application is not permitted. Entities are allowed to transition to the new standard by either recasting prior periods presented or recognizing the cumulative effect of the change in accounting principle in beginning stockholders’ equity. The Company is currently evaluating the newly issued guidance, including which transition approach will be applied and the estimated impact it will have on the Company’s consolidated financial statements.

2. OUTSOURCED GOVERNMENT CONTRACTS

Outsourced State Portal Contracts

The Company’s outsourced state government portal contracts generally have an initial multi-year term with provisions for renewals for various periods at the option of the government. The Company’s primary business obligation under these contracts is generally to design, build, and operate Internet-based portals on an enterprise-wide basis on behalf of governments desiring to provide access to government information and to complete government-based transactions online. NIC typically markets the services and solicits users to complete government-based transactions and to enter into subscriber contracts permitting the user to access the portal and the government information contained therein in exchange for transactional and/or subscription user fees. The Company enters into separate agreements with various agencies and divisions of the government to provide specific services and to conduct specific transactions. These agreements preliminarily establish the pricing of the electronic transactions and data access services the Company provides and the division of revenues between the Company and the government agency. The government oversight authority must approve prices and revenue sharing agreements. The Company has limited control over the level of fees it is permitted to retain. Any changes made to the amount or percentage of fees retained by NIC, or to the amounts charged for the services offered, could materially affect the profitability of the respective contract to NIC.

 
 

 
 
The Company is typically responsible for funding up-front investment and ongoing operations and maintenance costs of the government portals, and generally owns all of the intellectual property in connection with the applications developed under these contracts. After completion of a defined contract term, the government partner typically receives a perpetual, royalty-free license to use the software only in its own portal. However, certain customer management, billing and payment processing software applications that the Company has developed and standardized centrally and that are utilized by the Company’s portal businesses, are being provided to an increasing number of government partners on a software-as-a-service, or “SaaS,” basis, and thus would not be included in any royalty-free license. If the Company’s contract were not to be renewed after a defined term or if the contract was terminated by the government partner for cause, the government agency would be entitled to take over the portal in place with no future obligation of the Company, except as otherwise provided in the contract and except for services provided by the Company on a SaaS basis, which would be available to the partners on a fee-for-service basis.

Any renewal of these contracts beyond the initial term by the government is optional and a government may terminate its contract prior to the expiration date if the Company breaches a material contractual obligation and fails to cure such breach within a specified period or upon the occurrence of other events or circumstances specified in the contract. In addition, 17 contracts under which the Company provides outsourced state portal services can be terminated by the other party without cause on a specified period of notice. Collectively, revenues generated from these contracts represented 59% of the Company’s total consolidated revenues for each of the three- and nine-month periods ended September 30, 2014. In the event that any of these contracts is terminated without cause, the terms of the respective contract may require the government to pay a fee to the Company in order to continue to use the Company’s software in its portal. In addition, the loss of one or more of the Company’s larger state portal partners, such as Alabama, Arkansas, Colorado, Indiana, Montana, New Jersey, Pennsylvania, Tennessee, Texas, or Utah, as a result of the expiration, termination or failure to renew the respective contract, if such partner is not replaced, could significantly reduce the Company’s revenues and profitability. See the discussion below under “Expiring Contracts” regarding the expiration of the Company’s contracts with the states of Arizona and Delaware.

At September 30, 2014, the Company was bound by performance bond commitments totaling approximately $6.6 million on certain outsourced portal contracts. Under a typical portal contract, the Company is required to fully indemnify its government clients against claims that the Company’s services infringe upon the intellectual property rights of others and against claims arising from the Company’s performance or the performance of the Company’s subcontractors under the contract. The Company has never had any defaults resulting in draws on performance bonds.
 
 
 

 

The following is a summary of the portals in each state through which the Company provides enterprise-wide outsourced portal services to multiple government agencies:

 
NIC Portal Entity
 
Portal Website (State)
Year Services
Commenced
Contract Expiration Date
(Renewal Options Through)
Connecticut Interactive, LLC
www.ct.gov (Connecticut)
2014
1/9/2017 (1/9/2020)
Wisconsin Interactive Network, LLC
www.wisconsin.gov (Wisconsin)
2013
5/13/2018 (5/13/2023)
Pennsylvania Interactive, LLC
www.pa.gov (Pennsylvania)
2012
11/30/2017 (11/30/2022)
NICUSA, OR Division
www.oregon.gov (Oregon)
2011
11/22/2021
NICUSA, MD Division 
www.maryland.gov (Maryland)
2011
8/10/2016 (8/10/2019)
Delaware Interactive, LLC
www.delaware.gov (Delaware)
2011
3/31/2015 (in transition period)
Mississippi Interactive, LLC
www.ms.gov (Mississippi)
2011
12/31/2015 (12/31/2021)
New Jersey Interactive, LLC
www.nj.gov (New Jersey)
2009
2/28/2015
Texas NICUSA, LLC
www.Texas.gov (Texas)
2009
8/31/2016 (8/31/2018)
West Virginia Interactive, LLC
 
 
www.WV.gov (West Virginia)
 
 
2007
 
 
6/30/2014 (services continue to be
provided under the terms and
conditions of the prior contract)
Vermont Information Consortium, LLC
www.Vermont.gov (Vermont)
2006
6/8/2016 (6/8/2019)
Colorado Interactive, LLC
www.Colorado.gov (Colorado)
2005
4/30/2019 (4/30/2023)
South Carolina Interactive, LLC
www.SC.gov (South Carolina)
2005
7/15/2019 (7/15/2021)
Kentucky Interactive, LLC
www.Kentucky.gov (Kentucky)
2003
8/31/2015
Alabama Interactive, LLC
www.Alabama.gov (Alabama)
2002
2/28/2015 (2/28/2017)
Rhode Island Interactive, LLC
www.RI.gov (Rhode Island)
2001
7/1/2017 (7/1/2019)
Oklahoma Interactive, LLC
www.OK.gov (Oklahoma)
2001
3/31/2015
Montana Interactive, LLC
www.MT.gov (Montana)
2001
12/31/2015 (12/31/2020)
NICUSA, TN Division
www.TN.gov (Tennessee)
2000
3/31/2016
Hawaii Information Consortium, LLC
www.eHawaii.gov (Hawaii)
2000
1/3/2016 (3-year renewal
options)
Idaho Information Consortium, LLC
www.Idaho.gov (Idaho)
2000
6/30/2015
Utah Interactive, LLC
www.Utah.gov (Utah)
1999
6/5/2016 (6/5/2019)
Maine Information Network, LLC
www.Maine.gov (Maine)
1999
7/1/2016 (7/1/2018)
Arkansas Information Consortium, LLC
www.Arkansas.gov (Arkansas)
1997
6/30/2018
Iowa Interactive, LLC
www.Iowa.gov (Iowa)
1997
6/30/2016 (6/30/2020)
Indiana Interactive, LLC
www.IN.gov (Indiana)
1995
7/31/2016
Nebraska Interactive, LLC
www.Nebraska.gov (Nebraska)
1995
1/31/2016
Kansas Information Consortium, Inc.
www.Kansas.gov (Kansas)
1992
12/31/2021 (annual 1-year
renewal options)
 
During the first quarter of 2014, the Company was awarded a three-year contract by the state of Connecticut to manage its government portal, which includes renewal options for the government to extend the contract up to an additional three years. In addition, the Company was awarded a new five-year contract from the state of Colorado, which includes an option for the government to extend the contract up to an additional four years.

During the second quarter of 2014, the Company was awarded a new three-year contract by the state of Rhode Island, which includes renewal options for the government to extend the contract for two additional one-year periods. In addition, the Company was awarded a new two-year contract by the state of Iowa, which includes renewal options for the government to extend the contract for four additional one-year periods. The Company also received a one-year contract extension from the Commonwealth of Kentucky.

During the third quarter of 2014, the Company was awarded a new seven-year contract by the state of Kansas, which includes annual renewal options for the government to extend the contract for additional one-year periods. In addition, the Company executed a two-year contract extension with the state of Indiana. The Company was also awarded a new five-year contract by the state of South Carolina, which includes renewal options for the government to extend the contract up to an additional two years. The Company also executed an 18-month contract extension with the state of Tennessee.

Other Outsourced State Contracts

During the third quarter of 2014, the Company’s subsidiary signed a master contract with the state of Louisiana Division of Administration, Office of Technology Services (“Louisiana Division”) that creates a framework to provide certain eGovernment services for a pilot period. The Company anticipates the pilot period will commence when statements of work currently in negotiation are signed and will conclude approximately 12 months later. Subsequent to the pilot period, the Louisiana Division has the option to receive enterprise-wide eGovernment services pursuant to the master contract.

 
 

 
 
The Company’s subsidiary, New Mexico Interactive, LLC, has a contract to manage eGovernment services for the New Mexico Motor Vehicle Division (“MVD”) and its parent, the New Mexico Taxation and Revenue Department. During the third quarter of 2014, the Company was awarded a new two-year contract by the MVD to manage eGovernment services through June 30, 2016. The contract includes a renewal option for the government to extend the contract for two additional one-year periods.

During the third quarter of 2014, the Company’s subsidiary, Virginia Interactive, LLC (“VI”), extended its agreement with the Virginia Department of Game and Inland Fisheries to provide eGovernment services from March 1, 2015 through August 31, 2015. During the third quarter of 2014, VI extended its agreement with the Office of the Executive Secretary of the Supreme Court of Virginia to provide eGovernment services from September 1, 2014 through August 31, 2015.

Outsourced Federal Contracts

The Company’s subsidiary, NIC Technologies, LLC (“NIC Technologies”) has a contract with the Federal Motor Carrier Safety Administration (“FMCSA”) to develop and manage the FMCSA’s Pre-Employment Screening Program (“PSP”) for motor carriers nationwide, using the self-funded, transaction-based business model. During the first quarter of 2014, the FMCSA exercised the fourth of its four one-year renewal options for the PSP contract, extending its term through February 16, 2015. During the third quarter of 2014, the Company received a six-month contract extension from the FMCSA, extending the term of the PSP contract through August 16, 2015.

The PSP contract can be terminated by the FMCSA without cause prior to expiration on a specified period of notice. The loss of the contract as a result of the expiration, termination or failure to renew the contract, if not replaced, could significantly reduce the Company’s revenues and profitability. In addition, the Company has limited control over the level of fees it is permitted to retain under the contract with the FMCSA. Any changes made to the amount or percentage of fees retained by the Company, or to the amounts charged for the services offered, could materially affect the profitability of this contract.

Expiring Contracts

As of September 30, 2014, there were nine contracts under which the Company provides outsourced portal services or software development and services that have expiration dates within the 12-month period following September 30, 2014. Collectively, revenues generated from these contracts represented 20% of the Company’s total consolidated revenues for each of the three- and nine-month periods ended September 30, 2014. As described above, if a contract is not renewed after a defined term, the government partner would be entitled to take over the portal in place with no future obligation of the Company, except as otherwise provided in the contract and except for the services the Company provides on a SaaS basis, which would be available to the government agency on a fee-for-service basis.

During the first quarter of 2013, the Company’s subsidiary, NICUSA, Inc. (“NICUSA”), chose not to respond to a request for proposal issued by the state of Arizona for a new contract. NICUSA provided transition services as required by the contract through March 26, 2014. The costs incurred in transitioning out of NICUSA’s contract with the state of Arizona, including employee retention bonuses, operating lease termination costs, and fixed asset impairment, did not have a material impact on the Company’s consolidated results of operations, cash flows, or financial condition. For the three- and nine-months ended September 30, 2014, revenues from the legacy Arizona portal contract were $0 and approximately $0.8 million, respectively. For the three- and nine-months ended September 30, 2013, revenues from the legacy Arizona portal contract were approximately $0.8 million and $2.8 million, respectively.

The Company’s subsidiary, Delaware Interactive, LLC (“DI”), has a contract with the state of Delaware to manage the state’s official government portal. Currently, the primary revenue source for DI under the contract is an annual portal management fee of approximately $2.2 million paid to DI by the state. During the second quarter of 2014, the state informed DI that due to fiscal constraints, it did not intend to renew its contact with DI when the contract term expired on September 30, 2014. However, during the third quarter of 2014, the Company received a six-month contract extension from the state of Delaware to provide transition services through March 31, 2015, which includes options for the government to extend the contract for additional three-month periods. The Company does not believe the expiration of its contract with the state of Delaware will have a material impact on the Company’s consolidated results of operations, cash flows or financial condition.

3.  STOCKHOLDERS’ EQUITY

On October 28, 2013, the Company’s Board of Directors declared a special cash dividend of $0.35 per share, payable to stockholders of record as of November 8, 2013. The dividend, totaling approximately $23.0 million, was paid on January 2, 2014 on 64,987,854 outstanding shares of common stock. A dividend equivalent of $0.35 per share was also paid simultaneously on 676,281 unvested shares of service-based restricted stock granted under the Company’s 2006 Amended and Restated Stock Option and Incentive Plan. The dividend was paid out of the Company’s available cash. In addition, holders of performance-based restricted stock granted under the Company’s 2006 Amended and Restated Stock Option and Incentive Plan accrued dividend equivalents for the dividends declared, that could be earned and become payable in the form of shares of common stock at the end of the respective performance period to the extent that the underlying shares of performance-based restricted stock were earned.

 
 

 
 
4. STOCK BASED COMPENSATION

During the three- and nine-month periods ended September 30, 2014, the Board of Directors of the Company granted to certain management-level employees and executive officers, service-based restricted stock awards totaling 1,842 shares and 235,308 shares, respectively, with a grant-date fair value totaling approximately $0.1 million and $4.6 million, respectively. Such restricted stock awards vest beginning one year from the date of grant in cumulative annual installments of 25%. In addition, during the second quarter of 2014, non-employee directors of the Company were granted service-based restricted stock awards totaling 39,560 shares with a grant-date fair value totaling approximately $0.7 million. Such restricted stock awards vest one year from the date of grant. Restricted stock is valued at the date of grant, based on the closing market price of the Company’s common stock, and expensed using the straight-line method over the requisite service period (generally the vesting period of the award). The Company excludes compensation cost related to awards not expected to vest based upon estimated forfeitures.

During the first quarter of 2014, the Board of Directors of the Company also granted to certain executive officers performance-based restricted stock awards pursuant to the terms of the Company’s executive compensation program totaling 96,706 shares, with a grant-date fair value of $19.41 per share, totaling approximately $1.9 million, which represents the maximum number of shares able to be earned by the executive officers at the end of a three-year performance period ending December 31, 2016. The actual number of shares earned will be based on the Company’s performance related to the following performance criteria over the performance period:
Operating income growth (three-year compound annual growth rate);
 
Total consolidated revenue growth (three-year compound annual growth rate); and
 
Cash flow return on invested capital (three-year average).

At the end of the three-year period, the executive officers are eligible to receive up to a specified number of shares based upon the Company’s performance relative to these performance criteria over the performance period. In addition, the executive officers will accrue dividend equivalents for any cash dividend declared during the performance period, payable in the form of shares of Company common stock, based upon the maximum number of shares to be earned by the executive officers for each performance-based restricted stock award. Such hypothetical cash dividend payment shall be divided by the fair value of the Company’s common stock on the dividend payment date to determine the maximum number of notional shares to be awarded. At the end of the three-year performance period and on the date some or all of the shares are paid under the agreement, a pro rata number of notional dividend shares will be converted into an equivalent number of dividend shares paid and granted to the executive officers based upon the actual number of underlying shares earned during the performance period.

At December 31, 2013, the three-year performance period related to the performance-based restricted stock awards granted to certain executive officers on March 7, 2011 ended. Based on the Company’s actual financial results from 2011 through 2013, 85,365 of the shares subject to the awards and 4,350 dividend shares were earned and vested on March 7, 2014.

Stock-based compensation cost for performance-based restricted stock awards is measured at the grant date based on the fair value of shares expected to be earned at the end of the performance period, and is recognized as expense over the performance period based upon the probable number of shares expected to vest. The Company estimates and excludes compensation cost related to awards not expected to vest based upon estimated forfeitures.

The following table presents stock-based compensation expense included in the Company’s unaudited consolidated statements of income (in thousands):
 
   
Three months ended
   
Nine months ended
 
   
September 30,
   
September 30,
 
   
2014
   
2013
   
2014
   
2013
 
Cost of portal revenues, exclusive of depreciation & amortization
  $ 430     $ 282     $ 1,032     $ 845  
Cost of software & services revenues, exclusive of depreciation & amortization
    13       13       39       48  
Selling & administrative
    1,711       895       3,497       2,374  
Stock-based compensation expense before income taxes
    2,154       1,190       4,568       3,267  
Income tax benefit
    (798 )     (444 )     (1,762 )     (1,235 )
Net stock-based compensation expense
  $ 1,356     $ 746     $ 2,806     $ 2,032  
 
 
 

 
 
5. DEBT OBLIGATIONS AND COLLATERAL REQUIREMENTS

On August 6, 2014, the Company entered into an amendment to extend its $10 million unsecured revolving credit agreement with a bank to May 1, 2016. This revolving credit facility is available to finance working capital, issue letters of credit and finance general corporate purposes. The Company can obtain letters of credit in an aggregate amount of $5 million, which reduces the maximum amount available for borrowing under the facility. Interest on amounts borrowed is payable at the bank’s prime rate or a LIBOR rate plus a margin (as selected by the Company), in each case as defined in the agreement. That margin, and the fees on outstanding letters of credit are either 1.50% (if the Company’s consolidated leverage ratio is less than or equal to 1.25:1) or 1.75% (if the Company’s consolidated leverage ratio is greater than 1.25:1) of face value per annum.

The terms of the agreement provide for customary representations and warranties, affirmative and negative covenants and events of default. The amendment also continues to require the Company to maintain compliance with the following financial covenants (in each case, as defined in the agreement):

Consolidated tangible net worth of at least $36 million (plus the amount of net proceeds from equity issued, or debt converted to equity, in each case after the date of the credit agreement); and
 
Consolidated maximum leverage ratio of 1.5:1 (the ratio of total funded debt to EBITDA).
 
The Company was in compliance with each of the covenants listed above at September 30, 2014. The Company issues letters of credit as collateral for certain office leases, and to a lesser extent, as collateral for performance on certain of its outsourced government portal contracts. These irrevocable letters of credit are generally in force for one year. In total, the Company and its subsidiaries had unused outstanding letters of credit of approximately $1.4 million and $1.6 million, respectively, at September 30, 2014 and December 31, 2013. The Company is not currently required to cash collateralize these letters of credit. The Company had $3.6 million in available capacity to issue additional letters of credit and $8.6 million of unused borrowing capacity at September 30, 2014 under the facility. Letters of credit may have an expiration date of up to one year beyond the expiration date of the credit agreement. The credit agreement also includes an accordion feature that will allow the Company to increase the available capacity under the credit agreement by an additional $40.0 million, for a total of up to $50.0 million, subject to securing additional commitments from the bank.

6. INCOME TAXES

The Company’s effective tax rate was approximately 37% and 39%, respectively, for the three- and nine-month periods ended September 30, 2014, compared to 37% and 38%, respectively, in the corresponding prior year periods. The Company’s effective tax rate for the nine-month period ended September 30, 2014 was higher than in the prior year period, mainly due to the expiration of the federal research and development tax credit on December 31, 2013. For the nine-month period ended September 30, 2013, the Company recognized a favorable benefit related to the federal research and development tax credit totaling approximately $0.8 million. Legislation extending the research and development tax credit beyond December 31, 2013 has not been enacted.

7. SEGMENTS AND RELATED INFORMATION

The Outsourced Portals segment is the Company’s only reportable segment and includes the Company’s subsidiaries operating outsourced state and local government portals and the corporate divisions that directly support portal operations. The Other Software & Services category primarily includes the Company’s subsidiaries that provide software development and services, other than enterprise-wide outsourced portal services, to state and local governments as well as federal agencies. Each of the Company’s businesses within the Other Software & Services category is an operating segment and has been grouped together to form the Other Software & Services category, as none of the operating segments meets the quantitative threshold of a separately reportable segment. Unallocated corporate-level expenses are reported in the reconciliation of the segment totals to the related consolidated totals as “Other Reconciling Items.” There have been no significant intersegment transactions for the periods reported. The summary of significant accounting policies applies to all reportable and operating segments.
 
The measure of profitability by which management, including the Company’s chief operating decision maker, evaluates the performance of its segments and allocates resources to them is operating income (loss). Segment assets or other segment balance sheet information is not presented to the Company’s chief operating decision maker. Accordingly, the Company has not presented information relating to segment assets.
 
 
 

 

The table below reflects summarized financial information for the Company’s reportable and operating segments for the three-month period ended September 30 (in thousands):
 
   
Outsourced
Portals
   
Other
Software &
Services
   
Other
Reconciling
Items
   
Consolidated
Total
 
2014
                       
Revenues
  $ 65,304     $ 4,223     $ -     $ 69,527  
Costs & expenses
    41,571       1,275       7,910       50,756  
Depreciation & amortization
    2,201       8       83       2,292  
Operating income (loss)
  $ 21,532     $ 2,940     $ (7,993 )   $ 16,479  
                                 
2013
                               
Revenues
  $ 57,721     $ 3,609     $ -     $ 61,330  
Costs & expenses
    42,577       1,057       7,436       51,070  
Depreciation & amortization
    2,052       13       80       2,145  
Operating income (loss)
  $ 13,092     $ 2,539     $ (7,516 )   $ 8,115  
 
The following is a reconciliation of total segment operating income to total consolidated income before income taxes for the three-month period ended September 30 (in thousands):
 
   
2014
   
2013
 
Total segment operating income
  $ 24,472     $ 15,631  
Other reconciling items
    (7,993 )     (7,516 )
Other income (expense), net
    (19 )     4  
Consolidated income before income taxes
  $ 16,460     $ 8,119  
 
 The table below reflects summarized financial information for the Company’s reportable segments for the nine-month period ended September 30 (in thousands):
 
   
Outsourced
Portals
   
Other
Software &
Services
   
Other
Reconciling
Items
   
Consolidated
Total
 
2014
                       
Revenues
  $ 193,595     $ 12,484     $ -     $ 206,079  
Costs & expenses
    122,901       3,490       22,634       149,025  
Depreciation & amortization
    6,568       29       222       6,819  
Operating income (loss)
  $ 64,126     $ 8,965     $ (22,856 )   $ 50,235  
                                 
2013
                               
Revenues
  $ 177,857     $ 10,635     $ -     $ 188,492  
Costs & expenses
    114,915       3,583       22,192       140,690  
Depreciation & amortization
    5,969       41       211       6,221  
Operating income (loss)
  $ 56,973     $ 7,011     $ (22,403 )   $ 41,581  
 
The following is a reconciliation of total segment operating income to total consolidated income before income taxes for the nine-month period ended September 30 (in thousands):
 
   
2014
   
2013
 
Total segment operating income
  $ 73,091     $ 63,984  
Other reconciling items
    (22,856 )     (22,403 )
Other expense, net
    (147 )     (17 )
Consolidated income before income taxes
  $ 50,088     $ 41,564  
 
 
 

 

For both the three- and nine-month periods ended September 30, 2014, the Company’s Texas portal contract accounted for approximately 22% of the Company’s total consolidated revenues. For the three- and nine-month periods ended September 30, 2013, the Company’s Texas portal contract accounted for approximately 24% and 23%, respectively, of the Company’s total consolidated revenues. No other state portal contract accounted for more than 10% of the Company’s total consolidated revenues for the three- and nine-month periods ended September 30, 2014 or 2013.
8. SUBSEQUENT EVENT

On October 27, 2014, the Company’s Board of Directors declared a special cash dividend of $0.50 per share, payable to stockholders of record as of November 7, 2014. The dividend, which is expected to total approximately $33.0 million based on the current number of shares outstanding, will be paid on November 20, 2014, out of the Company’s available cash. In addition, holders of performance-based restricted stock on the record date will accrue dividend equivalents that may be earned and become payable in the form of shares of common stock at the end of the respective performance period to the extent that the underlying shares of restricted stock are earned.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTION ABOUT FORWARD-LOOKING STATEMENTS

Statements in this Quarterly Report on Form 10-Q regarding NIC Inc. and its subsidiaries (the “Company”, “NIC”, “we” or “us”) and its business, which are not current or historical facts, are “forward-looking statements” that involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements of plans and objectives, statements of future economic performance or financial projections, statements regarding the planned implementation of new portal contracts, statements of assumptions underlying such statements, and statements of the Company’s or management’s intentions, hopes, beliefs, expectations, or predictions of the future. For example, statements like we “expect,” we “believe,” we “plan,” we “intend,” or we “anticipate” are forward-looking statements. Investors should be aware that our actual operating results and financial performance may differ materially from our expressed expectations because of risks and uncertainties about the future including those risks discussed in this Quarterly Report on Form 10-Q and in our 2013 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 27, 2014.

There are a number of important factors that could cause actual results to differ materially from those suggested or indicated by such forward-looking statements. These include, among others, NIC’s ability to successfully integrate into its operations recently awarded eGovernment contracts; NIC’s ability to implement its new portal contracts and new projects under existing portal contracts in a timely and cost-effective manner; NIC’s ability to successfully increase the adoption and use of eGovernment services; the possibility of reductions in fees or revenues as a result of budget deficits, government shutdowns, or changes in government policy; the success of the Company in renewing existing contracts and in signing contracts with new states and federal government agencies; continued favorable government legislation; NIC’s ability to develop new services; existing states and agencies adopting those new services; acceptance of eGovernment services by businesses and citizens; competition; the possibility of security breaches through cyber-attacks and any resulting liability; and general economic conditions and the other factors discussed under “CAUTIONS ABOUT FORWARD LOOKING STATEMENTS” in Part I and “RISK FACTORS” in Part I, Item 1A of NIC’s 2013 Annual Report on Form 10-K filed on February 27, 2014 with the SEC. Investors should read all of these discussions of risks carefully.

All forward-looking statements made in this Form 10-Q speak only as of the date of this report. We will not necessarily update the information in this Form 10-Q if any forward-looking statement later turns out to be inaccurate. Investors are cautioned not to put undue reliance on any forward-looking statement.

WHAT WE DO – AN EXECUTIVE SUMMARY

We are a leading provider of eGovernment services that help governments use the Internet to reduce internal costs, increase efficiencies, and provide a higher level of service to businesses and citizens. We accomplish this currently through two channels: our primary outsourced portal businesses and our software & services businesses.

In our primary outsourced portal businesses, we generally enter into contracts primarily with state and local governments to design, build, and operate Internet-based enterprise-wide portals on their behalf. We typically enter into multi-year contracts and manage operations for each government partner through separate local subsidiaries that operate as decentralized businesses with a high degree of autonomy. Our portals consist of websites and applications that we build, which allow businesses and citizens to access government information through multiple online channels, including mobile, and complete secure transactions, including applying for a permit, retrieving government records, or filing a government-mandated form or report. We help increase our government partners’ revenues by expanding the distribution of their information assets and increasing the number of financial transactions conducted with governments. We do this by marketing portal services and soliciting users to complete government-based transactions and to enter into subscriber contracts that permit users to access the portal and the government information contained therein in exchange for transactional and/or subscription user fees. We are typically responsible for funding up-front investment and ongoing operations and maintenance costs of the government portals. Our unique self-funded business model allows us to generate revenues by sharing in the fees collected from eGovernment transactions. Our partners benefit because they reduce their financial and technology risks, increase their operational efficiencies, and gain a centralized, customer-focused presence on the Internet, while businesses and citizens gain a faster, more convenient, and more cost-effective means to interact with governments.

 
 

 
 
On behalf of our government partners, we enter into separate agreements with various agencies and divisions of the government to provide specific services and to conduct specific transactions. These agreements preliminarily establish the pricing of the electronic transactions and data access services we provide and the division of revenues between the Company and the government agency. The government oversight authority must approve prices and revenue sharing agreements. We have limited control over the level of fees we are permitted to retain. Any changes made to the amount or percentage of fees retained by us, or to the amounts charged for the services offered, could materially affect the profitability of the respective contract to us. We typically own all the intellectual property in connection with the applications developed under these contracts. After completion of a defined contract term, the government partner typically receives a perpetual, royalty-free license to use the software only in its own portal. However, certain customer management, billing and payment processing software applications that we have developed and standardized centrally and that are utilized by our portal businesses, are being provided to an increasing number of our government partners on a software-as-a-service, or “SaaS,” basis, and thus would not be included in any royalty-free license. If our contract was not renewed after a defined term or if our contract was terminated by our government partner for cause, the government agency would be entitled to take over the portal in place with no future obligation of the Company, except as otherwise provided in the contract and except for the services we provide on a SaaS basis, which would be available to our partners on a fee-for-service basis. We also provide certain payment processing services on a SaaS basis to a few private sector companies and non-NIC portal states, and may continue to market these services to other entities in the future. Historically, however, revenues from these services have not been significant. In some cases, we enter into contracts to provide consulting, application development and portal management services to governments in exchange for an agreed-upon fee.

Any renewal of the outsourced portal contracts beyond the initial term is optional and a government may terminate its contract prior to the expiration date if we breach a material contractual obligation and fail to cure such breach within a specified period or upon the occurrence of other events or circumstances specified in the contract. In addition, 17 contracts under which we provide outsourced state portal services can be terminated without cause on a specified period of notice. Collectively, revenues generated from these contracts represented 59% of our total consolidated revenues for both the current quarter and year-to-date periods ended September 30, 2014. In the event that any of these contracts is terminated without cause, the terms of the respective contract may require the government to pay a fee to us in order to continue to use our software in its portal. In addition, the loss of one or more of our larger state portal partners, such as Alabama, Arkansas, Colorado, Indiana, Montana, New Jersey, Pennsylvania, Tennessee, Texas, or Utah, as a result of the expiration, termination or failure to renew the respective contract, if such partner is not replaced, could significantly reduce our revenues and profitability. See the discussion below regarding the expiration of contracts with the Commonwealth of Virginia and the states of Arizona and Delaware.

In our software & services businesses, the majority of our revenues are generated from a contract with a federal agency, the Federal Motor Carrier Safety Administration (“FMCSA”), to provide outsourced services through our NIC Technologies subsidiary. NIC Technologies has a contract with the FMCSA to develop and manage the FMCSA’s Pre-Employment Screening Program (“PSP”) for motor carriers nationwide, using the self-funded, transaction-based business model. During the first quarter of 2014, the FMCSA exercised the fourth of its four one-year contract renewal options, extending the term through February 16, 2015. During the third quarter of 2014, we received a six-month contract extension with the FMCSA, extending the term through August 16, 2015. NIC Technologies also designs and develops online campaign expenditure and ethics compliance systems for the state of Michigan.

Any renewal of these software & services contracts beyond the initial term is optional and a government agency may terminate its contract prior to the expiration date if we breach a material contractual obligation and fail to cure such breach within a specified period or upon the occurrence of other events or circumstances specified in the contract. The contract with the FMCSA expires on August 16, 2015 and can be terminated by the other party without cause prior to expiration on a specified period of notice. The loss of the contract with the FMCSA, as a result of the expiration, termination or failure to renew the contract, if not replaced, could significantly reduce our revenues and profitability. In addition, we have limited control over the level of fees we are permitted to retain under the contract with the FMCSA. Any changes made to the amount or percentage of fees retained by us, or to the amounts charged for the services offered, could materially affect the profitability of this contract to us.

As of September 30, 2014, there were nine contracts under which we provide outsourced portal services or software development and services that have expiration dates within the 12-month period following September 30, 2014. Collectively, revenues generated from these contracts represented 20% of our total consolidated revenues for both the current quarter and year-to-date periods ended September 30, 2014. As described above, if a contract is not renewed after a defined term, the government partner would be entitled to take over the portal in place with no future obligation on our part, except as otherwise provided in the contract and except for the services we provide on a SaaS basis, which would be available to the government agency on a fee-for-service basis.

The contract under which our subsidiary, Virginia Interactive, LLC (“VI”), provided outsourced portal services to agencies of the Commonwealth of Virginia, expired on August 31, 2012. As more fully disclosed in a Form 8-K filed by us with the SEC on April 18, 2012, VI chose not to agree to terms mandated by the Commonwealth of Virginia for a new contract. VI provided transition services as required by the contract through August 31, 2013. We continue to provide eGovernment services to certain agencies of the Commonwealth of Virginia, as further discussed in Note 2 in the Notes to Unaudited Consolidated Financial Statements included in this Form 10-Q. Revenues from operations in Virginia for the current quarter and year-to-date periods were approximately $0.8 million and $2.1 million, respectively, compared to approximately $1.3 million and $4.3 million, respectively, in the corresponding prior year periods.

 
 

 
 
During the first quarter of 2013, our subsidiary, NICUSA, Inc. (“NICUSA”), chose not to respond to a request for proposal issued by the state of Arizona for a new contract. NICUSA provided transition services as required by the contract through March 26, 2014. The costs incurred in transitioning out of NICUSA’s contract with the state of Arizona, including employee retention bonuses, operating lease termination costs, and fixed asset impairment, did not have a material impact on our consolidated results of operations, cash flows, or financial condition. Revenues from our legacy Arizona portal contract for the current quarter and year-to-date periods were $0 and approximately $0.8 million, respectively, compared to approximately $0.8 million and $2.8 million, respectively, in the corresponding prior year periods.

Our subsidiary, Delaware Interactive, LLC (“DI”), has a contract with the state of Delaware to manage the state’s official government portal. Currently, the primary revenue source for DI under the contract is an annual portal management fee of approximately $2.2 million paid to DI by the state. During the second quarter of 2014, the state informed DI, that due to fiscal constraints, it did not intend to renew its contract with DI when the contract term expired on September 30, 2014. However, during the third quarter of 2014, we received a six-month contract extension from the state of Delaware to provide transition services through March 31, 2015, which includes options for the government to extend the contract for additional three-month periods. We do not believe the expiration of our contract with the state of Delaware will have a material impact on our consolidated results of operations, cash flows or financial condition.

REVENUE RECOGNITION

We classify our revenues and cost of revenues into two categories: (1) portal and (2) software & services. The portal category includes revenues and cost of revenues primarily from our subsidiaries operating state and local government portals on an enterprise-wide outsourced basis. The software & services category primarily includes revenues and cost of revenues from our subsidiaries that provide software development and services, other than enterprise-wide outsourced portal services, to state and local governments as well as federal agencies. We currently earn revenues from three main sources: transaction-based fees, time and materials-based fees for application development, and fixed fees for portal management services. Each of these revenue types and the corresponding business models are further described below. As further discussed in Note 1 of the Notes to Unaudited Consolidated Financial Statements, we did not recognize revenues under the contract with the Commonwealth of Pennsylvania subsequent to June 30, 2013 until the contract became self-funded in the fourth quarter of 2013.

Our outsourced portal businesses

We categorize our portal revenues according to the underlying source of revenue. A brief description of each category follows:

IGS transaction-based : these are transaction fees from sources other than electronic access to motor vehicle driver history records, for transactions conducted by business users and consumer users through our portals referred to as IGS or Interactive Government Services (previously referred to as non-DMV), and are generally recurring. For a representative listing of the IGS transactions we currently offer through our portals, refer to Part I, Item 1 in our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 27, 2014.

DHR transaction-based : these are transaction fees for providing electronic access to motor vehicle driver history records, referred to as DHR (previously referred to as DMV), from our state portals to data resellers, insurance companies, and other pre-authorized customers on behalf of our state partners, and are generally recurring.

Portal software development : these are revenues from the performance of application development projects and other time and materials services for our government partners. While we actively market these services, they do not have the same degree of predictability as our transaction-based or portal management revenues. As a result, these revenues are excluded from our recurring portal revenue percentage.
 
Portal management : these are revenues from the performance of fixed fee portal management services for our government partners in the states of Indiana, Delaware and Arizona and are generally recurring. As further discussed above, the Arizona portal contract expired on March 26, 2014 and the Delaware contract was scheduled to expire on September 30, 2014 but has been extended for a transition period ending March 31, 2015, which includes options for the government to extend the contract for additional three-month periods.
 
 
 

 

Our software & services businesses

NIC Technologies currently earns a significant portion of its revenues from its contract with the FMCSA to develop and manage the PSP for motor carriers nationwide, using a self-funded, transaction-based business model. NIC Technologies recognizes revenues from this contract (primarily transaction-based information access fees) when the services are provided. NIC Technologies also earns a portion of its revenues from fixed fee and time and materials application development and outsourced maintenance contracts with other government agencies and recognizes revenues as services are provided.

CRITICAL ACCOUNTING POLICIES

There have been no material changes in our critical accounting policies from the information provided under “Critical Accounting Policies” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 27, 2014.

RESULTS OF OPERATIONS

The following discussion summarizes the significant factors affecting operating results for the three- and nine-month periods ended September 30, 2014 and 2013. This discussion and analysis should be read in conjunction with our Unaudited Consolidated Financial Statements and the related Notes included in this Form 10-Q.

Due to the expiration of VI’s legacy contract with the Commonwealth of Virginia on August 31, 2013 and the expiration of NICUSA’s contract with the state of Arizona on March 26, 2014, the operating results for our legacy Virginia and Arizona portals have been removed from the same state category for the three and nine months ended September 30, 2014 as the portals no longer meet the definition of a same state portal (portals in operation and generating self-funded revenues for two full periods). Furthermore, our newer portal contracts with the states of Pennsylvania, Wisconsin and Connecticut have been excluded from the same state category for the current quarter and year-to-date periods ended September 30, 2014, because they had not generated self-funded revenues for two full periods.
 
   
Three months ended
 
Nine months ended
   
September 30,
 
September 30,
Key Financial Metrics
 
2014
 
2013
 
2014
 
2013
Revenue growth - outsourced portals
    13 %     15 %     9 %     23 %
Same state revenue growth - outsourced portals
    9 %     15 %     8 %     17 %
Recurring portal revenue as a % of total portal revenues
    95 %     93 %     95 %     94 %
Gross profit % - outsourced portals
    42 %     31 %     42 %     40 %
Revenue growth - software & services
    17 %     20 %     17 %     18 %
Gross profit % - software & services
    70 %     74 %     73 %     70 %
Selling & administrative expenses as a % of total revenues
    16 %     17 %     16 %     16 %
Operating income margin % (operating income as a % of total revenues)
    24 %     13 %     24 %     22 %
 
PORTAL REVENUES. In the analysis below, we have categorized our portal revenues according to the underlying source of revenue (in thousands), with the corresponding percentage increase or decrease from the prior year period.
 
   
Three months ended September 30,
   
Nine months ended September 30,
 
Portal Revenue Analysis
 
2014
   
% Change
 
2013
   
2014
   
% Change
 
2013
 
IGS transaction-based (formerly, Non-DMV)
 
35,688
      11 %   $ 32,197     $ 104,741       9 %   $ 96,372  
DHR transaction-based (formerly, DMV)
 
24,695
      30 %     19,037       73,188       15 %     63,829  
Portal software development
    3,101       (21 %)     3,922       9,416       (5 %)     9,961  
Portal management
    1,820       (29 %)     2,565       6,250       (19 %)     7,695  
Total
  $ 65,304       13 %   $ 57,721     $ 193,595       9 %   $ 177,857  
 
Portal revenues in the current quarter increased 13%, or approximately $7.6 million, over the prior year quarter. The increase was driven by a 9%, or approximately $4.9 million, increase in same state portal revenues (portals in operation and generating self-funded revenues for two full periods); and a 7%, or approximately $4.0 million, increase from our newer portals in Pennsylvania ($2.3 million), which began generating revenues under the self-funded model in October 2013, Connecticut ($1.1 million), which began generating revenues in April 2014 and Wisconsin ($0.6 million), which began generating revenues in September 2013. These increases were partially offset by a decrease in revenues of 3%, or approximately $1.3 million, from our legacy Virginia and Arizona portals due to contract expirations, as further discussed above. Our 13% portal revenue growth in the current quarter was lower than the 15% portal revenue growth we achieved in the prior year quarter primarily due to IGS revenues from the motor vehicle inspection service with the Texas Department of Public Safety (“DPS”) being included in both the current and prior year quarter results. A full quarter of revenues from the motor vehicle inspection service for the Texas DPS was not included in our results for the third quarter of 2012, as the Texas DPS service launched in September 2012.
 
 
 

 
 
Same state portal revenues in the current quarter increased 9% over the prior year quarter primarily due to higher revenues across several portals. Our same state revenue growth in the current quarter was lower than the 15% revenue growth we achieved in the prior year quarter due mainly to lower growth in same state IGS transaction-based revenues in the current quarter. Same state IGS transaction-based revenues increased 11% in the current quarter due mainly to higher revenues from our Arkansas, Texas and Colorado portals, which were driven by several key services, including payment processing in Arkansas, vital record searches and professional license renewals in Texas and motor vehicle registrations in Colorado. Same state IGS transaction-based revenue growth was 28% in the prior year quarter due mainly to the motor vehicle inspection service with the Texas DPS, as further discussed above, and to a lesser extent the deployment and increased adoption of key revenue generating services in other state portals. Same state DHR revenues grew 9% in the current quarter compared to 5% in the prior year quarter. The increase in same state DHR revenues in the current quarter was mainly due to a price increase in one state portal in the third quarter of 2013 and price increases in two other state portals in the second quarter of 2014, and to higher transaction volumes across various portals. Same state portal software development revenues decreased 11% in the current quarter, primarily due to higher project-based revenues in the prior year quarter from our Texas and Montana portals, among others.
 
Portal revenues in the current year-to-date period increased 9%, or approximately $15.7 million, over the prior year-to-date period. The increase was driven by an 8%, or approximately $12.8 million, increase in same state portal revenues; and a 4%, or approximately $7.1 million, increase from our newer portals in Wisconsin ($3.0 million), Connecticut ($2.2 million) and Pennsylvania ($1.9 million). These increases were partially offset by a decrease in revenues of 3%, or approximately $4.2 million, from our legacy Virginia and Arizona portals due to contract expirations, as further discussed above.

Same state portal revenues in the current year-to-date period increased 8% over the prior year period, primarily due to higher revenues across several portals. Our same state revenue growth in the current year-to-date period was lower than the 17% revenue growth we achieved in the prior year period due mainly to lower growth in same state IGS transaction-based revenues in the current year-to-date period. Same state IGS transaction-based revenues increased 9% in the current year-to-date period due mainly to higher revenues from our Arkansas, Colorado and Hawaii portals, which were driven by several key services, including payment processing in Arkansas, motor vehicle registrations and court record searches in Colorado and tax filings and professional license renewals in Hawaii. Same state IGS transaction-based revenue growth was 35% in the prior year-to-date period due mainly to the motor vehicle inspection service with the Texas DPS, as further discussed above, and to a lesser extent the deployment and increased adoption of key revenue generating services in other state portals. Same state DHR revenues grew 7% in the current year-to-date period compared to 5% in the prior year-to-date period. The increase in same state DHR revenues in the current year-to-date period was mainly due to a price increase in one state portal that became effective in the third quarter of 2013, price increases at two other state portals that became effective in the second quarter of 2014, and to higher transaction volumes across various portals. Same state portal software development revenues increased 2% in the current year-to-date period due to higher project-based revenues from our Indiana, Hawaii and Arkansas portals, among others. Same state portal software development revenues decreased 19% in the prior year-to-date period, primarily due to the expiration of certain Master Work Order projects in Texas on August 31, 2012, as previously disclosed.

COST OF PORTAL REVENUES. In the analysis below, we have categorized our cost of portal revenues between fixed and variable costs (in thousands), with the corresponding percentage increase or decrease from the prior year period. Fixed costs include costs such as employee compensation (including stock-based compensation), subcontractor labor costs, telecommunications, and all other costs associated with the provision of dedicated client service such as dedicated facilities. Variable costs consist of costs that vary with our level of portal revenues and primarily include bank fees required to process credit/debit card and automated clearinghouse transactions and, to a lesser extent, costs associated with revenue share arrangements with our state partners.

   
Three months ended September 30,
   
Nine months ended September 30,
 
Cost of Portal Revenue Analysis
 
2014
   
% Change
 
2013
   
2014
   
% Change
 
2013
 
Fixed costs
  $ 24,273       (13 %)   $ 28,031     $ 71,822       1 %   $ 71,086  
Variable costs
    13,798       18 %     11,724       41,179       13 %     36,330  
Total
  $ 38,071       (4 %)   $ 39,755     $ 113,001       5 %   $ 107,416  
 
Cost of portal revenues in the current quarter decreased 4%, or approximately $1.7 million, from the prior year quarter mainly due to the $5.1 million accounts receivable write-off recorded in the prior year quarter for amounts we elected not to pursue from the Commonwealth of Pennsylvania, as further discussed in Note 1 of the Notes to Unaudited Consolidated Financial Statements in this Form 10-Q and, to a lesser extent, a $0.8 million decrease in cost of portal revenues from our legacy Virginia and Arizona portals due to contract expirations, as further discussed above. These decreases were partially offset by a $3.1 million increase in same state cost of portal revenues.

The increase in same state cost of portal revenues in the current quarter was partially attributable to higher variable fees to process credit/debit card transactions due to a change in the mix of payment card types for certain services in our Texas portal and higher IGS transaction volumes across several other portals, in addition to higher employee compensation and benefit costs, as well as development subcontracting and software maintenance costs across various portals. A significant percentage of our IGS transaction-based revenues are generated from online applications whereby users pay for information or transactions via credit/debit cards. We typically earn a percentage of the credit/debit card transaction amount, but also must pay an associated interchange fee to the bank that processes the credit/debit card transaction. We generally earn a lower incremental gross profit percentage on these transactions as compared to our DHR and other IGS transactions. However, we plan to continue to implement these services as they contribute favorably to our operating income growth.

 
 

 
 
Our portal gross profit percentage was 42% in the current quarter, up from 31% in the prior year quarter, due mainly to the $5.1 million accounts receivable write-off recorded in the prior year quarter for amounts we elected not to pursue from the Commonwealth of Pennsylvania, as discussed above; and, to a lesser extent, start-up losses in the prior year quarter from our newer Pennsylvania and Wisconsin portals (collectively, $1.7 million). We carefully monitor our portal gross profit percentage to strike the balance between generating a solid return for our stockholders and delivering value to our government partners through reinvestment in our portal operations (which we believe also benefits our stockholders).

Cost of portal revenues for the current year-to-date period increased 5%, or approximately $5.6 million, over the prior year-to-date period due mainly to a $7.8 million increase in same state cost of portal revenues which was partially offset by a $2.2 million decrease in cost of portal revenues at our legacy Virginia and Arizona portals due to contract expirations, as further discussed above.

The increase in same state cost of portal revenues in the current year-to-date period was partially attributable to higher variable fees to process credit/debit card transactions due to a change in the mix of payment card types for certain services in our Texas portal and higher IGS transaction volumes across several other portals, as further discussed above, in addition to higher employee compensation and benefit costs, as well as development subcontracting and software maintenance costs across various portals.

Our portal gross profit percentage was 42% for the current year-to-date period, up from 40% in the prior year-to-date period, due mainly to (i) the $5.1 million accounts receivable write-off recorded in the prior year-to-date period for amounts we elected not to pursue from the Commonwealth of Pennsylvania, as discussed above; and (ii) higher same state portal revenues and higher revenues from our newer portals in Wisconsin and Pennsylvania in the current year-to-date period, and was partially offset by a decrease in revenues in the current year-to-date period from our legacy Virginia and Arizona portal contracts, as further discussed above.

SOFTWARE & SERVICES REVENUES. In the analysis below, we have categorized our software & services revenues by business (in thousands), with the corresponding percentage increase or decrease from the prior year period.

   
Three months ended September 30,
   
Nine months ended September 30,
 
Software & Services Revenue Analysis
 
2014
 
% Change
 
2013
   
2014
   
% Change
 
2013
 
NIC Technologies
  $ 2,843       7 %   $ 2,657     $ 8,301       0 %   $ 8,280  
Other
    1,380       45 %     952       4,183       78 %     2,355  
Total
  $ 4,223       17 %   $ 3,609     $ 12,484       17 %   $ 10,635  
 
Software & services revenues in the current quarter and year-to-date periods increased 17%, or approximately $0.6 million and $1.8 million, respectively, over the corresponding prior year periods. The increases were primarily due to (i) higher revenues in the current quarter and year-to-date periods from our contract with the FMCSA ($0.3 million and $0.8 million, respectively), as a result of increased adoption of the PSP; and (ii) higher revenues in the current quarter and year-to-date periods from various other software & services businesses, including the North Carolina construction lien service that commenced in April 2013 (revenues from this service were flat compared to the prior year quarter and increased $0.3 million over the prior year-to-date period).

COST OF SOFTWARE & SERVICES REVENUES. Cost of software & services revenues in the current quarter and year-to-date periods increased approximately $0.3 million and $0.2 million, respectively, over the corresponding prior year periods due mainly to higher variable fees to process credit/debit card transactions for certain software & services businesses.

Our software & services gross profit percentage in the current quarter and year-to-date periods was 70% and 73%, respectively, compared to 74% and 70%, respectively, in the corresponding prior year periods. The decrease in the gross profit percentage in the current quarter was primarily due to higher variable fees to process credit/debit card transactions for certain software and services businesses. The increase in the gross profit percentage in the current year-to-date period was primarily due to higher revenues from the PSP and North Carolina construction lien service and was partially offset by higher variable fees to process credit/debit card transactions for certain software and services businesses.

SELLING & ADMINISTRATIVE. Selling & administrative expenses in the current quarter and year-to-date periods increased 10% and 8%, or approximately $1.1 million and $2.5 million, respectively, over the corresponding prior year periods mainly due to higher personnel and software maintenance costs to support and enhance corporate-wide information technology, security and portal operations, partially offset by lower net costs related to the SEC matter, which was successfully concluded in December 2013, as further discussed in Item 3, Legal Proceedings, and Note 7 in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 27, 2014. In the prior year quarter and year-to-date periods, we incurred approximately $3.5 million and $7.2 million, respectively, in legal fees and other third-party costs related to the SEC matter. These expenses were reduced by approximately $2.8 million and $5.7 million, respectively, of reimbursement from our directors’ and officers’ liability insurance carrier, resulting in a net expense of approximately $0.7 million and $1.5 million related to the SEC matter in the prior year periods. We did not incur any costs related to the SEC matter in the current quarter or year-to-date periods, and we do not currently expect to incur any additional costs related to the SEC matter going forward. As a percentage of total consolidated revenues, selling & administrative expenses were 16% for both the current quarter and year-to-date periods, compared to 17% and 16%, respectively, in the corresponding prior year periods.

 
 

 
 
DEPRECIATION & AMORTIZATION. Depreciation & amortization expense in the current quarter and year-to-date periods increased 7% and 10%, or approximately $0.1 million and $0.6 million, respectively, over the corresponding prior year periods. These increases were primarily attributable to (i) capital expenditures for our centralized hosting environment to support and enhance corporate-wide information technology and security infrastructure; and (ii) capital expenditures for new services across various portals, including our newer portals in Connecticut, Wisconsin and Pennsylvania. As a percentage of total consolidated revenues, depreciation & amortization was 3% for all periods presented.

INCOME TAXES. Our effective tax rate for the current quarter and year-to-date periods was approximately 37% and 39%, respectively, compared to 37% and 38%, respectively, in the corresponding prior year periods. Our effective tax rate in the current year-to-date period was higher than in the prior year-to-date period mainly due to the expiration of the federal research and development tax credit on December 31, 2013. In the prior year-to-date period, we recognized a favorable benefit related to the federal research and development tax credit totaling approximately $0.8 million. Legislation extending the research and development tax credit beyond December 31, 2013 has not been enacted.

Liquidity and Capital Resources

Operating Activities

Net cash provided by operating activities was approximately $34.6 million in the current year-to-date period as compared to $31.4 million in the prior year-to-date period. The increase in cash flow from operations in the current period was primarily the result of (i) a smaller increase in accounts receivable in the current period, due to lower revenue growth in the current period compared to the prior year period and to the timing of accounts receivable collections; and (ii) an increase in other current liabilities and accounts payable in the current period due to the timing of payments to our government partners. These increases were partially offset by a decrease in accrued expenses in the current period, mainly due to higher payments for executive and non-executive management incentive compensation as well as 401(k) match contributions for all employees.

Investing Activities
 
Net cash used in investing activities was approximately $5.1 million and $5.0 million, respectively, in the current and prior year-to-date periods. Investing activities in the current and prior year periods primarily reflect $4.0 million and $3.9 million, respectively, of capital expenditures, which were for fixed asset additions in our outsourced portal businesses including additional capital expenditures in our new state portals and in our centralized hosting environment to support and enhance corporate-wide information technology and security infrastructure, including Web servers, purchased software and office equipment. Furthermore, in both the current and prior year-to-date periods, we capitalized approximately $1.1 million of internal-use software development costs primarily related to the standardization of centralized customer management, billing and payment processing systems that support our portal operations and accounting systems.
 
Financing Activities
 
Net cash provided by financing activities was approximately $2.2 million in both the current and prior year-to-date periods, primarily reflecting the receipt of approximately $1.1 million and $0.9 million, respectively, in proceeds from our employee stock purchase program and tax deductions of approximately $1.1 million and $1.3 million, respectively, related to stock-based compensation.

Liquidity

We recognize revenues primarily from providing outsourced government portal services net of the transaction fees due to the government when the services are provided. We recognize accounts receivable at the time these services are provided, and also accrue the related fees that we must remit to the government as accounts payable at such time. As a result, trade accounts receivable and accounts payable reflect the gross amounts outstanding at the balance sheet dates. Gross billings for the three-months ended September 30, 2014 and December 31, 2013 were approximately $1.1 billion and $833.4 million, respectively. We calculate days sales outstanding by dividing trade accounts receivable at the balance sheet date by gross billings for the period and multiplying the resulting quotient by the number of days in that period. Days sales outstanding for the three-month periods ended September 30, 2014 and December 31, 2013 were five days and six days, respectively.

 
 

 
 
We believe our working capital and current ratio are important measures of our short-term liquidity. Working capital, defined as current assets minus current liabilities, increased to $116.1 million at September 30, 2014, from $79.4 million at December 31, 2013. The increase in our working capital is primarily due to cash flows from operating activities during the current period, as further described above. Our current ratio, defined as current assets divided by current liabilities, was 2.8 and 2.0 at September 30, 2014 and December 31, 2013, respectively.
 
At September 30, 2014, our unrestricted cash balance was $106.0 million compared to $74.2 million at December 31, 2013. We believe that our currently available liquid resources and cash generated from operations will be sufficient to meet our operating requirements, capital expenditure requirements, current growth initiatives, and dividend payments (if any) for at least the next 12 months without the need of additional capital. We have a $10.0 million unsecured revolving credit facility with a bank that is available to finance working capital, issue letters of credit and finance general corporate purposes. The credit agreement also includes an accordion feature that allows us to increase the available capacity under the credit facility by an additional $40.0 million, for a total of up to $50.0 million, subject to securing additional commitments from the bank. We can obtain letters of credit in an aggregate amount of $5.0 million, which reduces the maximum amount available for borrowing under the facility. In total, we had $3.6 million in available capacity to issue additional letters of credit and $8.6 million of unused borrowing capacity at September 30, 2014 under the facility. We were in compliance with all of the financial covenants under the revolving credit facility at September 30, 2014.

We issue letters of credit as collateral for certain office leases, and to a lesser extent, as collateral for performance on certain of our outsourced government portal contracts. These irrevocable letters of credit are generally in force for one year. Letters of credit may have an expiration date of up to one year beyond the expiration date of the credit agreement. We had unused outstanding letters of credit totaling approximately $1.4 million at September 30, 2014. We are not currently required to cash collateralize these letters of credit.

At September 30, 2014, we were bound by performance bond commitments totaling approximately $6.6 million on certain outsourced government portal contracts. We have never had any defaults resulting in draws on performance bonds. Had we been required to post 100% cash collateral at September 30, 2014 for the face value of all performance bonds, letters of credit, and our line of credit in conjunction with a corporate credit card agreement, unrestricted cash would have decreased by approximately $9.0 million and would have been classified as restricted cash.
 
We currently expect our capital expenditures to be approximately $6.5 million to $7.0 million in fiscal 2014, which we intend to fund from our cash flows from operations and existing cash reserves. This estimate includes capital expenditures for normal fixed asset additions in our outsourced portal businesses and in our centralized hosting environment to support and enhance corporate-wide information technology and security infrastructure, including Web servers, purchased software, and office equipment.

On October 28, 2013, we declared a $0.35 per share special cash dividend totaling approximately $23.0 million that was paid out of our available cash on January 2, 2014. On October 27, 2014, our Board of Directors declared a special cash dividend of $0.50 per share, payable to stockholders of record as of November 7, 2014. The dividend, which is expected to total approximately $33.0 million based on the current number of shares outstanding, will be paid on November 20, 2014, out of our available cash. We do not believe these dividends will have a significant effect on our future liquidity needs.
 
We may need to raise additional capital within the next 12 months to further:
 
fund operations if unforeseen costs arise;
 
support our expansion into other states and government agencies beyond what is contemplated if unforeseen opportunities arise;

expand our product and service offerings beyond what is contemplated if unforeseen opportunities arise;

respond to unforeseen competitive pressures; and

acquire technologies beyond what is contemplated.
 
Any projections of future earnings and cash flows are subject to substantial uncertainty. If our cash generated from operations and the unused portion of our line of credit are insufficient to satisfy our liquidity requirements, we may seek to sell additional equity securities or issue debt securities. The sale of additional equity securities could result in dilution to our stockholders. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all.

Off-Balance Sheet Arrangements and Contractual Obligations

We do not have off-balance sheet arrangements that are not recorded or disclosed in our financial statements. As of September 30, 2014, there have been no material changes outside the ordinary course of business from the disclosures relating to contractual obligations contained under “Off-Balance Sheet Arrangements and Contractual Obligations” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 27, 2014. While we have significant operating lease commitments for office space, except for our headquarters, those commitments are generally tied to the period of performance under related portal contracts. We have income tax uncertainties of approximately $2.4 million at September 30, 2014. These obligations are classified as non-current on our consolidated balance sheet, as resolution is expected to take more than a year. We estimate that these matters could be resolved in one to three years. However, the ultimate timing of resolution is uncertain.

 
 

 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
INTEREST RATE RISK. Our cash is held entirely in domestic non-interest bearing transaction accounts.
 
We currently have no principal amounts of indebtedness outstanding under our line of credit. Borrowings under our line of credit bear interest at a floating rate. Interest on amounts borrowed is payable at a base rate equal to the higher of the Federal Funds Rate plus 0.5% or the bank’s prime rate.
 
We do not use derivative financial instruments.

ITEM 4. CONTROLS AND PROCEDURES
 
a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
 
The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that material information required to be disclosed in its filings under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of such date.
     
b) CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
 
There have been no changes in our internal control over financial reporting that occurred during our third quarter of 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
 

 
 
PART II. OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Share Repurchases

During the third quarter of 2014, we acquired and cancelled shares of common stock surrendered by employees to pay income taxes due upon the vesting of restricted stock as follows:

Period
 
Total Number of
Shares Purchased
   
Average Price
Paid per share
   
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
   
Maximum Number (or
Approximate Dollar
Value) of Shares that May
Yet Be Purchased Under
the Plans or Programs
 
July 17, 2014
    827     $ 16.27       N/A       N/A  
July 26, 2014
    17,556       16.49       N/A       N/A  
August 1, 2014
    697       16.60       N/A       N/A  

ITEM 6. EXHIBITS
 
 
10.1
Amended and Restated Credit Agreement dated as of August 6, 2014 between NIC Inc. as Borrower, and Bank of America, N.A., as lender and L/C Issuer (incorporated by reference from Exhibit 10.2 to the Form 10-Q filed with the SEC on August 7, 2014)
     
 
10.2
NIC Inc. Management Annual Incentive Plan for Senior Executives, as amended October 9, 2014 ** (incorporated by reference from Exhibit 10.1 to the Form 8-K filed with the SEC on October 14, 2014)
     
 
10.3
NIC Profit Sharing and Incentive Program, Senior Vice President of Business Development, as amended October 9, 2014 ** (incorporated by reference from Exhibit 10.2 to the Form 8-K filed with the SEC on October 14, 2014)
     
 
10.4
Form of Restricted Stock Agreement for NIC Inc. 2014 Amended and Restated Stock Compensation Plan ** (incorporated by reference from Exhibit 10.3 to the Form 8-K filed with the SEC on October 14, 2014)
     
 
10.5
Form of Performance-Based Restricted Stock Agreement for NIC Inc. 2014 Amended and Restated Stock Compensation Plan ** (incorporated by reference from Exhibit 10.4 to the Form 8-K filed with the SEC on October 14, 2014)
     
 
10.6
Form of Stock Option Agreement for NIC Inc. 2014 Amended and Restated Stock Compensation Plan ** (incorporated by reference from Exhibit 10.5 to the Form 8-K filed with the SEC on October 14, 2014)
     
 
31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
 
31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
 
32.1
Section 906 Certifications of Chief Executive Officer and Chief Financial Officer
     
 
101
The following financial information from NIC’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, formatted in XBRL (Extensible Business Reporting Language) includes (i) Unaudited Consolidated Balance Sheets at September 30, 2014 and December 31, 2013, (ii) Unaudited Consolidated Statements of Income for the three- and nine-months ended September 30, 2014 and 2013, (iii) Unaudited Consolidated Statement of Changes in Stockholders’ Equity for the nine-months ended September 30, 2014, (iv) Unaudited Consolidated Statements of Cash Flows for the nine-months ended September 30, 2014 and 2013, and (v) the Notes to Unaudited Consolidated Financial Statements (submitted electronically herewith).
     
 
**
Management contract and compensatory plan and arrangement required to be filed as an Exhibit pursuant to Item 6 of this report.
 
 
 

 
 
  SIGNATURES
 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
NIC INC.
   
Dated:  November 6, 2014
/s/ Stephen M. Kovzan
 
Stephen M. Kovzan
 
Chief Financial Officer

 
 
 

 

NIC Inc.
EXHIBIT INDEX

Exhibit
Number
 
Description of Exhibit
10.1
 
Amended and Restated Credit Agreement dated as of August 6, 2014 between NIC Inc. as Borrower, and Bank of America, N.A., as lender and L/C Issuer (incorporated by reference from Exhibit 10.2 to the Form 10-Q filed with the SEC on August 7, 2014)
     
10.2
 
NIC Inc. Management Annual Incentive Plan for Senior Executives, as amended October 9, 2014 ** (incorporated by reference from Exhibit 10.1 to the Form 8-K filed with the SEC on October 14, 2014)
     
10.3
 
NIC Profit Sharing and Incentive Program, Senior Vice President of Business Development, as amended October 9, 2014 ** (incorporated by reference from Exhibit 10.2 to the Form 8-K filed with the SEC on October 14, 2014)
     
10.4
 
Form of Restricted Stock Agreement for NIC Inc. 2014 Amended and Restated Stock Compensation Plan ** (incorporated by reference from Exhibit 10.3 to the Form 8-K filed with the SEC on October 14, 2014)
     
10.5
 
Form of Performance-Based Restricted Stock Agreement for NIC Inc. 2014 Amended and Restated Stock Compensation Plan ** (incorporated by reference from Exhibit 10.4 to the Form 8-K filed with the SEC on October 14, 2014)
     
10.6
 
Form of Stock Option Agreement for NIC Inc. 2014 Amended and Restated Stock Compensation Plan ** (incorporated by reference from Exhibit 10.5 to the Form 8-K filed with the SEC on October 14, 2014)
     
31.1
 
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.2
 
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1
 
Section 906 Certifications of Chief Executive Officer and Chief Financial Officer
     
101
 
The following financial information from NIC’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, formatted in XBRL (Extensible Business Reporting Language) includes (i) Unaudited Consolidated Balance Sheets at September 30, 2014 and December 31, 2013, (ii) Unaudited Consolidated Statements of Income for the three and nine-months ended September 30, 2014 and 2013, (iii) Unaudited Consolidated Statement of Changes in Stockholders’ Equity for the nine-months ended September 30, 2014, (iv) Unaudited Consolidated Statements of Cash Flows for the nine-months ended September 30, 2014 and 2013, and (v) the Notes to Unaudited Consolidated Financial Statements (submitted electronically herewith).
     
**
 
Management contract and compensatory plan and arrangement required to be filed as an Exhibit pursuant to Item 6 of this report.
Exhibit 31.1
 
CERTIFICATION

I, Harry Herington, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of NIC Inc.;

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 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 subsidiaries, 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 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 6, 2014

/s/ Harry Herington
Harry Herington
Chief Executive Officer
Exhibit 31.2
 
CERTIFICATION

I, Stephen M. Kovzan, certify that

1. I have reviewed this Quarterly Report on Form 10-Q of NIC Inc.;

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 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 subsidiaries, 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 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 6, 2014

/s/ Stephen M. Kovzan
Stephen M. Kovzan
Chief Financial Officer
 
 

 
Exhibit 32.1
 
Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002

The undersigned Chief Executive Officer and Chief Financial Officer of NIC Inc. (the “Company”) each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2014 (the “Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 
Dated: November 6, 2014

/s/ Harry Herington
Harry Herington
Chief Executive Officer

/s/ Stephen M. Kovzan
Stephen M. Kovzan
Chief Financial Officer