Price Graph
Price
Yield
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x
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
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|
For
the quarterly period ended June 30,
2010
|
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or
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o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
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For
the transition period from ________ to
________
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National Research
Corporation
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|
(Exact
name of Registrant as specified in its
charter)
|
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Wisconsin
|
47-0634000
|
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(I.R.S.
Employer
|
|
|
incorporation
or organization)
|
Identification
No.)
|
|
1245 “Q” Street,
Lincoln,
Nebraska 68508
|
|
(Address
of principal executive offices) (Zip
Code)
|
|
(402)
475-2525
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(Registrant’s
telephone number, including area
code)
|
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Page No.
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|||
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PART
I.
|
FINANCIAL
INFORMATION
|
||
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Item
1.
|
Financial
Statements
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||
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Condensed
Consolidated Balance Sheets
|
4
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||
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Condensed
Consolidated Statements of Income
|
5
|
||
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Condensed
Consolidated Statements of Cash Flows
|
6
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||
|
Condensed
Notes to Consolidated Financial Statements
|
7-13
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||
|
Item
2.
|
Management’s
Discussion and Analysis of
Financial
Condition and Results of Operations
|
13-18
|
|
|
Item
3.
|
Quantitative
and Qualitative Disclosures About
Market
Risk
|
18
|
|
|
Item
4.
|
Controls
and Procedures
|
18
|
|
|
PART
II.
|
OTHER
INFORMATION
|
||
|
Item
1A.
|
Risk
Factors
|
18
|
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and
Use
of Proceeds
|
18
|
|
|
Item
6.
|
Exhibits
|
19
|
|
|
Signatures
|
20
|
||
|
Exhibit
Index
|
21
|
||
|
|
·
|
The
possibility of non-renewal of the Company’s performance tracking
contracts;
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|
|
·
|
The
Company’s ability to compete in its markets, which are highly competitive,
and the possibility of increased price pressure and
expenses;
|
|
|
·
|
The
effects of the economic downturn;
|
|
|
·
|
The
possibility of consolidation in the healthcare
industry;
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|
|
·
|
The
impact of federal healthcare reform legislation or other regulatory
changes;
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|
|
·
|
The
Company’s ability to retain its limited number of key
clients;
|
|
|
·
|
The
Company’s ability to manage its growth, including identifying acquisition
candidates and effectively integrating acquired
companies;
|
|
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·
|
The
Company’s ability to collect the data on which its business
relies;
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|
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·
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The
Company’s ability to attract and retain key managers and other
personnel;
|
|
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·
|
The
possibility that the Company’s intellectual property and other proprietary
information technology could be copied or independently developed by its
competitors;
|
|
|
·
|
Errors
in, or dissatisfaction with, performance tracking and other surveys
provided by the Company;
|
|
|
·
|
Regulatory
developments; and
|
|
|
·
|
The
factors set forth under the caption “Risk Factors” in Part I, Item 1A of
the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2009, as such section may be updated by Part II,
Item 1A of the Company’s subsequently filed Quarterly Reports on Form 10-Q
(including this Report).
|
|
|
June
30,
2010
(Unaudited)
|
December
31,
2009
|
||||||
|
Assets
|
||||||||
|
Current
assets:
|
||||||||
|
Cash
and cash equivalents
|
$ | 7,236 | $ | 2,512 | ||||
|
Trade
accounts receivable, less allowance for doubtful accounts of $310 and $279
in 2010 and 2009, respectively
|
7,902 | 5,214 | ||||||
|
Unbilled
revenue
|
1,248 | 1,173 | ||||||
|
Prepaid
expenses and other
|
1,451 | 1,864 | ||||||
|
Recoverable
income taxes
|
1,325 | 803 | ||||||
|
Deferred
income taxes
|
201 | 98 | ||||||
|
Total
current assets
|
19,363 | 11,664 | ||||||
|
Property
and equipment, net
|
13,031 | 13,975 | ||||||
|
Intangible
assets, net
|
6,307 | 6,883 | ||||||
|
Goodwill
|
39,927 | 39,924 | ||||||
|
Other
|
196 | 53 | ||||||
|
Total
assets
|
$ | 78,824 | $ | 72,499 | ||||
|
Liabilities and
Shareholders’ Equity
|
||||||||
|
Current
liabilities:
|
||||||||
|
Current
portion of note payable
|
$ | 819 | $ | 816 | ||||
|
Accounts
payable
|
564 | 598 | ||||||
|
Accrued
wages, bonus and profit sharing
|
2,281 | 1,926 | ||||||
|
Accrued
expenses
|
1,166 | 848 | ||||||
|
Deferred
revenue
|
15,909 | 11,907 | ||||||
|
Total
current liabilities
|
20,739 | 16,095 | ||||||
|
Note
payable, net of current portion
|
6,149 | 6,903 | ||||||
|
Deferred
income taxes
|
5,306 | 5,126 | ||||||
|
Deferred
revenue
|
253 | 204 | ||||||
|
Other
long term liabilities
|
9 | -- | ||||||
|
Total
liabilities
|
32,456 | 28,328 | ||||||
|
Shareholders’
equity:
|
||||||||
|
Common
stock, $.001 par value; authorized 20,000,000 shares, issued 8,029,282 in
2010 and 8,018,044 in 2009, outstanding 6,653,001 in 2010 and 6,662,111 in
2009
|
8 | 8 | ||||||
|
Additional
paid-in capital
|
28,274 | 27,871 | ||||||
|
Retained
earnings
|
40,165 | 37,905 | ||||||
|
Accumulated
other comprehensive income
|
766 | 769 | ||||||
|
Treasury
stock, at cost; 1,376,281 shares in 2010 and 1,355,933 shares in
2009
|
(22,845 | ) | (22,382 | ) | ||||
|
Total
shareholders’ equity
|
46,368 | 44,171 | ||||||
|
Total
liabilities and shareholders’ equity
|
$ | 78,824 | $ | 72,499 | ||||
|
Three
months ended
June 30,
|
Six
months ended
June 30, |
|||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
Revenue
|
$ | 14,139 | $ | 13,594 | $ | 31,509 | $ | 30,334 | ||||||||
|
Operating
expenses:
|
||||||||||||||||
|
Direct
expenses
|
5,877 | 6,114 | 12,333 | 13,242 | ||||||||||||
|
Selling,
general and administrative
|
4,545 | 3,887 | 9,014 | 8,016 | ||||||||||||
|
Depreciation
and amortization
|
1,059 | 891 | 2,157 | 2,001 | ||||||||||||
|
Total operating
expenses
|
11,481 | 10,892 | 23,504 | 23,259 | ||||||||||||
|
Operating income
|
2,658 | 2,702 | 8,005 | 7,075 | ||||||||||||
|
Other
income (expense):
|
||||||||||||||||
|
Interest
income
|
2 | - | 3 | 1 | ||||||||||||
|
Interest
expense
|
(93 | ) | (85 | ) | (191 | ) | (223 | ) | ||||||||
|
Other, net
|
49 | (98 | ) | 6 | (57 | ) | ||||||||||
|
Total other income
(expense)
|
(42 | ) | (183 | ) | (182 | ) | (279 | ) | ||||||||
|
Income before income
taxes
|
2,616 | 2,519 | 7,823 | 6,796 | ||||||||||||
|
Provision
for income taxes
|
956 | 910 | 3,034 | 2,537 | ||||||||||||
|
Net income
|
$ | 1,660 | $ | 1,609 | $ | 4,789 | $ | 4,259 | ||||||||
|
Net
income per share – basic
|
$ | .25 | $ | .24 | $ | .72 | $ | .64 | ||||||||
|
Net
income per share – diluted
|
$ | .25 | $ | .24 | $ | .71 | $ | .63 | ||||||||
|
Weighted
average shares and share equivalents outstanding – basic
|
6,634 | 6,637 | 6,637 | 6,635 | ||||||||||||
|
Weighted
average shares and share equivalents outstanding – diluted
|
6,732 | 6,734 | 6,724 | 6,720 | ||||||||||||
|
Six
months ended
|
||||||||
|
June
30,
|
||||||||
|
2010
|
2009
|
|||||||
|
Cash
flows from operating activities:
|
||||||||
|
Net
income
|
$ | 4,789 | $ | 4,259 | ||||
|
Adjustments
to reconcile net income to net cash
|
||||||||
|
provided
by operating activities:
|
||||||||
|
Depreciation
and amortization
|
2,157 | 2,001 | ||||||
|
Deferred
income taxes
|
73 | 539 | ||||||
|
Loss
(gain) on disposal of property and equipment
|
1 | -- | ||||||
|
Non-cash
share-based compensation expense
|
368 | 384 | ||||||
|
Tax
benefit from exercise of stock options
|
4 | -- | ||||||
|
Net
changes in assets and liabilities:
|
||||||||
|
Trade
accounts receivable
|
(2,686 | ) | (855 | ) | ||||
|
Unbilled
revenue
|
(74 | ) | (310 | ) | ||||
|
Prepaid
expenses and other
|
221 | 123 | ||||||
|
Accounts
payable
|
(57 | ) | 187 | |||||
|
Accrued
expenses, wages, bonuses and profit sharing
|
830 | 233 | ||||||
|
Income
taxes recoverable and payable
|
(522 | ) | (115 | ) | ||||
|
Deferred
revenue
|
4,050 | 1,198 | ||||||
|
Net
cash provided by operating activities
|
9,154 | 7,644 | ||||||
|
Cash
flows from investing activities:
|
||||||||
|
Purchases
of property and equipment
|
(588 | ) | (2,083 | ) | ||||
|
Payment
of acquisition earn-out obligation
|
(172 | ) | -- | |||||
|
Net
cash used in investing activities
|
(760 | ) | (2,083 | ) | ||||
|
Cash
flows from financing activities:
|
||||||||
|
Proceeds
from notes payable
|
-- | 3,741 | ||||||
|
Payments
on notes payable
|
(690 | ) | (7,887 | ) | ||||
|
Payments
on other long term liabilities
|
(17 | ) | -- | |||||
|
Purchases
of treasury stock
|
(399 | ) | -- | |||||
|
Proceeds
from exercise of stock options
|
31 | -- | ||||||
|
Common
stock withheld from vested restricted shares for payroll
tax withholdings
|
(64 | ) | (73 | ) | ||||
|
Excess
tax benefit from share-based compensation
|
5 | 4 | ||||||
|
Payment
of dividends on common stock
|
(2,529 | ) | (2,131 | ) | ||||
|
Net
cash used in financing activities
|
(3,663 | ) | (6,346 | ) | ||||
|
Effect
of exchange rate changes on cash
|
(7 | ) | 80 | |||||
|
Increase
(decrease) in cash and cash equivalents
|
4,724 | (705 | ) | |||||
|
Cash
and cash equivalents at beginning of period
|
2,512 | 1,109 | ||||||
|
Cash
and cash equivalents at end of period
|
$ | 7,236 | $ | 404 | ||||
|
Supplemental
disclosure of cash paid for:
|
||||||||
|
Interest
expense
|
$ | 191 | $ | 258 | ||||
|
Income
taxes
|
$ | 4,158 | $ | 2,053 | ||||
|
1.
|
BASIS
OF CONSOLIDATION AND PRESENTATION
|
|
Level 1
|
Level 2
|
Level 3
|
||||||||||
|
(In
thousands)
|
||||||||||||
|
Money
Market Funds
|
$ | 237 | $ | -- | $ | -- | ||||||
|
Three
months ended
June 30,
|
Six
months ended
June
30,
|
|||||||||||||||
|
(in
thousands)
|
(in
thousands)
|
|||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
Net
income
|
$ | 1,660 | $ | 1,609 | $ | 4,789 | $ | 4,259 | ||||||||
|
Other
comprehensive income (loss):
|
||||||||||||||||
|
Foreign
currency translation
|
(187 | ) | 350 | (3 | ) | 259 | ||||||||||
|
Total
other comprehensive income (loss)
|
(187 | ) | 350 | (3 | ) | 259 | ||||||||||
|
Comprehensive
income
|
$ | 1,473 | $ | 1,959 | $ | 4,786 | $ | 4,518 | ||||||||
|
Number
of
Options
|
Weighted
Average Exercise
Price
|
Weighted
Average Remaining Contractual
Terms
Years
|
Aggregate
Intrinsic
Value
|
|||||||||||||
|
Outstanding
at December 31, 2009
|
577,822 | $ | 22.06 | |||||||||||||
|
Granted
|
122,647 | $ | 23.58 | |||||||||||||
|
Exercised
|
(2,000 | ) | $ | 15.46 | ||||||||||||
|
Outstanding
at June 30, 2010
|
698,469 | $ | 22.34 | 5.96 | $ | 15,603,797 | ||||||||||
|
Exercisable
at June 30, 2010
|
349,319 | $ | 20.73 | 6.13 | $ | 7,241,383 | ||||||||||
|
2010
|
2009
|
||
|
Expected
dividend yield at date of grant
|
2.86
to 3.09%
|
1.93
to 2.35%
|
|
|
Expected
stock price volatility
|
31.20
to 27.00%
|
24.20
to 30.20%
|
|
|
Risk-free
interest rate
|
2.13
to 2.56%
|
1.55
to 2.15%
|
|
|
Expected
life of options (in years)
|
4.00
to 6.00
|
4.00
to 6.00
|
|
Shares
Outstanding
|
Weighted
Average Grant Date Fair
Value Per
Share
|
|||||||
|
Outstanding
at December 31, 2009
|
21,956 | $ | 21.68 | |||||
|
Granted
|
9,238 | $ | 21.65 | |||||
|
Vested
|
(8,558 | ) | $ | 23.37 | ||||
|
Forfeited
|
-- | -- | ||||||
|
Outstanding
at June 30, 2010
|
22,636 | $ | 21.03 | |||||
|
(In
thousands)
|
||||
|
Balance
as of December 31, 2009
|
$ | 39,924 | ||
|
Foreign
currency translation
|
3 | |||
|
Balance
as of June 30, 2010
|
$ | 39,927 | ||
|
June 30, 2010
|
December 31, 2009
|
|||||||
|
(In
thousands)
|
||||||||
|
Non-amortizing
other intangible assets:
|
||||||||
|
Trade
name
|
1,191 | 1,191 | ||||||
|
Amortizing
other intangible assets:
|
||||||||
|
Customer
related intangibles
|
8,174 | 8,174 | ||||||
|
Trade
name
|
1,572 | 1,572 | ||||||
|
Total
other intangible assets
|
10,937 | 10,937 | ||||||
|
Less
accumulated amortization
|
(4,630 | ) | (4,054 | ) | ||||
|
Other
intangible assets, net
|
$ | 6,307 | $ | 6,883 | ||||
|
June 30, 2010
|
December 31, 2009
|
|||||||
|
(In
thousands)
|
||||||||
|
Property
and equipment
|
$ | 25,514 | $ | 29,105 | ||||
|
Accumulated
depreciation
|
(12,483 | ) | (15,130 | ) | ||||
|
Property
and equipment, net
|
$ | 13,031 | $ | 13,975 | ||||
|
Three
months ended
|
Six
months ended
|
|||||||||||||||
|
June 30,
(in
thousands)
|
June 30,
(in
thousands)
|
|||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
Weighted
average shares and share equivalents - basic
|
6,634 | 6,637 | 6,637 | 6,635 | ||||||||||||
|
Weighted
average dilutive effect of options
|
86 | 84 | 74 | 74 | ||||||||||||
|
Weighted
average dilutive effect of restricted stock
|
12 | 13 | 13 | 11 | ||||||||||||
|
Weighted
average shares and share equivalents - dilutive
|
6,732 | 6,734 | 6,724 | 6,720 | ||||||||||||
|
Three
months ended
|
Six
months ended
|
|||||||||||||||
|
June 30,
|
June 30,
|
|||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
Revenue:
|
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
|
Operating
expenses:
|
||||||||||||||||
|
Direct
expenses
|
41.6 | 45.0 | 39.1 | 43.7 | ||||||||||||
|
Selling,
general and administrative
|
32.1 | 28.6 | 28.6 | 26.4 | ||||||||||||
|
Depreciation
and amortization
|
7.5 | 6.5 | 6.9 | 6.6 | ||||||||||||
|
Total
operating expenses
|
81.2 | 80.1 | 74.6 | 76.7 | ||||||||||||
|
Operating
income
|
18.8 | % | 19.9 | % | 25.4 | % | 23.3 | % | ||||||||
|
Period
|
Total
Number of Shares
Purchased
|
Average
Price
Paid
per
Share
|
Total
Number of Shares Purchased as Part of Publicly Announced
Plans or Programs
|
Maximum
Number of Shares that May Yet Be Purchased Under the
Plans or Programs
|
||||||||||||
|
April
1 – April 30, 2010
|
0 | $ | 0.00 | 0 | 275,317 | |||||||||||
|
May
1 – May 31, 2010
|
6,600 | $ | 24.65 | 6,600 | 268,717 | |||||||||||
|
June
1 – June 30, 2010
|
0 | $ | 0.00 | 0 | 268,717 | |||||||||||
| NATIONAL RESEARCH CORPORATION | |||
| Date: August 13, 2010 |
By:
|
/s/ Michael D. Hays | |
| Michael D. Hays | |||
| President and Chief Executive Officer (Principal Executive Officer) | |||
|
Date:
August 13, 2010
|
By:
|
/s/ Patrick E. Beans | |
|
Patrick
E. Beans
Vice
President, Treasurer, Secretary and
Chief
Financial Officer (Principal
Financial
and Accounting Officer)
|
|||
|
(10)
|
National
Research Corporation 2004 Director Stock Plan, as
amended.
|
|
(31.1)
|
Certification
by the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a)
under the Securities Exchange Act of
1934.
|
|
(31.2)
|
Certification
by the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a)
under the Securities Exchange Act of
1934.
|
|
(32)
|
Written
Statement of the Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350.
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No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
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| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
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No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
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