Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 26, 2020 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0000070487 | |
Entity Registrant Name | National Research Corporation | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-35929 | |
Entity Incorporation, State or Country Code | WI | |
Entity Tax Identification Number | 47-0634000 | |
Entity Address, Address Line One | 1245 Q Street | |
Entity Address, City or Town | Lincoln | |
Entity Address, State or Province | NE | |
Entity Address, Postal Zip Code | 68508 | |
City Area Code | 402 | |
Local Phone Number | 475-2525 | |
Title of 12(b) Security | Common Stock, $.001 par value | |
Trading Symbol | NRC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 25,302,917 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 21,855 | $ 13,517 |
Trade accounts receivable, less allowance for doubtful accounts of $126 and $144, respectively | 17,426 | 11,639 |
Prepaid expenses | 2,598 | 2,038 |
Income taxes receivable | 2,673 | 69 |
Insurance recoverable | 913 | 0 |
Other current assets | 1,901 | 1,894 |
Total current assets | 47,366 | 29,157 |
Net property and equipment | 12,267 | 13,530 |
Intangible assets, net | 1,462 | 1,728 |
Goodwill | 57,875 | 57,935 |
Deferred contract costs, net | 4,542 | 4,204 |
Operating lease right-of-use assets | 1,213 | 1,628 |
Other | 2,521 | 2,503 |
Total assets | 127,246 | 110,685 |
Current liabilities: | ||
Current portion of notes payable | 4,008 | 4,378 |
Accounts payable | 725 | 1,279 |
Accrued wages, bonus and profit sharing | 6,155 | 6,086 |
Accrued expenses | 2,616 | 3,408 |
Income taxes payable | 0 | 366 |
Dividends payable | 5,239 | |
Deferred revenue | 17,328 | 16,354 |
Other current liabilities | 1,241 | 1,045 |
Total current liabilities | 32,073 | 38,155 |
Notes payable, net of current portion and unamortized debt issuance costs | 27,583 | 29,795 |
Deferred income taxes | 7,265 | 7,399 |
Other long term liabilities | 3,596 | 2,444 |
Total liabilities | 70,517 | 77,793 |
Shareholders’ equity: | ||
Preferred stock, $0.01 par value, authorized 2,000,000 shares, none issued | 0 | 0 |
Common stock, $0.001 par value; authorized 60,000,000 shares, issued 30,657,154 in 2020 and 30,151,574 in 2019, outstanding 25,321,141 in 2020 and 24,947,500 in 2019 | 31 | 30 |
Additional paid-in capital | 170,052 | 162,154 |
Retained earnings (accumulated deficit) | (69,587) | (93,357) |
Accumulated other comprehensive loss, foreign currency translation adjustment | (2,623) | (2,209) |
Treasury stock, at cost; 5,336,013, Common shares in 2020 and 5,204,074 shares in 2019 | (41,144) | (33,726) |
Total shareholders’ equity | 56,729 | 32,892 |
Total liabilities and shareholders’ equity | $ 127,246 | $ 110,685 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Allowance for doubtful accounts | $ 126 | $ 144 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 60,000,000 | 60,000,000 |
Common stock, shares issued (in shares) | 30,657,154 | 30,151,574 |
Common stock, shares outstanding (in shares) | 25,321,141 | 24,947,500 |
Treasury stock, shares (in shares) | 5,336,013 | 5,204,074 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue | $ 33,477 | $ 32,465 | $ 98,503 | $ 95,359 |
Insurance Recoveries | 533 | 533 | ||
Operating expenses: | ||||
Direct | 12,189 | 12,109 | 36,369 | 35,269 |
Selling, general and administrative | 7,953 | 8,706 | 25,554 | 24,732 |
Depreciation and amortization | 1,847 | 1,430 | 4,623 | 4,285 |
Total operating expenses | 21,989 | 22,245 | 66,546 | 64,286 |
Operating income | 12,021 | 10,220 | 32,490 | 31,073 |
Other income (expense): | ||||
Interest income | 2 | 10 | 15 | 24 |
Interest expense | (451) | (510) | (1,366) | (1,613) |
Other, net | 94 | 89 | 454 | (330) |
Total other income (expense) | (355) | (411) | (897) | (1,919) |
Income before income taxes | 11,666 | 9,809 | 31,593 | 29,154 |
Provision for income taxes | 2,088 | 1,690 | 2,545 | 5,446 |
Net income | $ 9,578 | $ 8,119 | $ 29,048 | $ 23,708 |
Earnings Per Share of Common Stock: | ||||
Basic Earnings Per Share (in dollars per share) | $ 0.38 | $ 0.33 | $ 1.15 | $ 0.95 |
Diluted Earnings Per Share (in dollars per share) | $ 0.37 | $ 0.31 | $ 1.13 | $ 0.92 |
Weighted average shares and share equivalents outstanding: | ||||
Basic (in shares) | 25,219 | 24,827 | 25,113 | 24,794 |
Diluted (in shares) | 25,704 | 25,741 | 25,701 | 25,624 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Net income | $ 9,578 | $ 8,119 | $ 29,048 | $ 23,708 |
Other comprehensive income: | ||||
Foreign currency translation adjustment | 249 | (146) | (414) | 474 |
Other comprehensive income | 249 | (146) | (414) | 474 |
Comprehensive Income | $ 9,827 | $ 7,973 | $ 28,634 | $ 24,182 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Treasury Stock [Member] | Total |
Balances at Dec. 31, 2018 | $ 30 | $ 157,312 | $ (106,339) | $ (2,916) | $ (29,004) | $ 19,083 |
Purchase of shares treasury stock | (1,116) | (1,116) | ||||
Issuance of common shares for the exercise of stock options | 633 | 633 | ||||
Non-cash stock compensation expense | 302 | 302 | ||||
Dividends declared | (4,724) | (4,724) | ||||
Other comprehensive loss, foreign currency translation adjustment | 365 | 365 | ||||
Net income | 8,196 | 8,196 | ||||
Balances at Mar. 31, 2019 | 30 | 158,247 | (102,867) | (2,551) | (30,120) | 22,739 |
Balances at Dec. 31, 2018 | 30 | 157,312 | (106,339) | (2,916) | (29,004) | 19,083 |
Other comprehensive loss, foreign currency translation adjustment | 474 | |||||
Net income | 23,708 | |||||
Balances at Sep. 30, 2019 | 30 | 160,524 | (96,817) | (2,442) | (32,320) | 28,975 |
Balances at Mar. 31, 2019 | 30 | 158,247 | (102,867) | (2,551) | (30,120) | 22,739 |
Purchase of shares treasury stock | (137) | (137) | ||||
Issuance of common shares for the exercise of stock options | 137 | 137 | ||||
Non-cash stock compensation expense | 307 | 307 | ||||
Dividends declared | (4,727) | (4,727) | ||||
Other comprehensive loss, foreign currency translation adjustment | 255 | 255 | ||||
Net income | 7,393 | 7,393 | ||||
Balances at Jun. 30, 2019 | 30 | 158,691 | (100,201) | (2,296) | (30,257) | 25,967 |
Purchase of shares treasury stock | (2,063) | (2,063) | ||||
Issuance of common shares for the exercise of stock options | 1,525 | 1,525 | ||||
Non-cash stock compensation expense | 308 | 308 | ||||
Dividends declared | (4,735) | (4,735) | ||||
Other comprehensive loss, foreign currency translation adjustment | (146) | (146) | ||||
Net income | 8,119 | 8,119 | ||||
Balances at Sep. 30, 2019 | 30 | 160,524 | (96,817) | (2,442) | (32,320) | 28,975 |
Balances at Dec. 31, 2019 | 30 | 162,154 | (93,357) | (2,209) | (33,726) | 32,892 |
Purchase of shares treasury stock | (4,425) | (4,425) | ||||
Issuance of common shares for the exercise of stock options | 3,145 | 3,145 | ||||
Non-cash stock compensation expense | 332 | 332 | ||||
Dividends declared | (5,278) | (5,278) | ||||
Other comprehensive loss, foreign currency translation adjustment | (1,124) | (1,124) | ||||
Net income | 11,755 | 11,755 | ||||
Balances at Mar. 31, 2020 | 30 | 165,631 | (86,880) | (3,333) | (38,151) | 37,297 |
Balances at Dec. 31, 2019 | 30 | 162,154 | (93,357) | (2,209) | (33,726) | 32,892 |
Other comprehensive loss, foreign currency translation adjustment | (414) | |||||
Net income | 29,048 | |||||
Balances at Sep. 30, 2020 | 31 | 170,052 | (69,587) | (2,623) | (41,144) | 56,729 |
Balances at Mar. 31, 2020 | 30 | 165,631 | (86,880) | (3,333) | (38,151) | 37,297 |
Purchase of shares treasury stock | (2,077) | (2,077) | ||||
Issuance of common shares for the exercise of stock options | 1 | 2,036 | 2,037 | |||
Non-cash stock compensation expense | 141 | 141 | ||||
Other comprehensive loss, foreign currency translation adjustment | 461 | 461 | ||||
Net income | 7,715 | 7,715 | ||||
Balances at Jun. 30, 2020 | 31 | 167,808 | (79,165) | (2,872) | (40,228) | 45,574 |
Purchase of shares treasury stock | (916) | (916) | ||||
Issuance of common shares for the exercise of stock options | 1,970 | 1,970 | ||||
Non-cash stock compensation expense | 274 | 274 | ||||
Other comprehensive loss, foreign currency translation adjustment | 249 | 249 | ||||
Net income | 9,578 | 9,578 | ||||
Balances at Sep. 30, 2020 | $ 31 | $ 170,052 | $ (69,587) | $ (2,623) | $ (41,144) | $ 56,729 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | |||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | |
Shares of stock (in shares) | 17,590 | 38,369 | 75,980 | 32,207 | 2,977 | 28,657 |
Shares of common stock for the exercise of stock options (in shares) | 103,608 | 148,284 | 260,481 | 72,843 | 18,000 | 86,247 |
Dividends declared per common share (in dollars per share) | $ 0.21 | $ 0.19 | $ 0.19 | $ 0.19 | ||
Forfeitures of restricted common shares (in shares) | 6,793 | |||||
Shares of restricted common shares, net of (forfeitures) (in shares) | 6,005 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net income | $ 29,048 | $ 23,708 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 4,623 | 4,285 |
Deferred income taxes | (134) | 919 |
Reserve for uncertain tax positions | 150 | (262) |
Non-cash share-based compensation expense | 747 | 917 |
Gain on insurance recoveries for damaged property | (260) | 0 |
Loss on disposal of property and equipment | 40 | |
Net changes in assets and liabilities: | ||
Trade accounts receivable | (5,830) | (3,343) |
Prepaid expenses and other current assets | (478) | 978 |
Insurance recoverable | (913) | 0 |
Deferred contract costs, net | (339) | (508) |
Operating lease assets and liabilities, net | (5) | (10) |
Accounts payable | (681) | 69 |
Accrued expenses, wages, bonuses and profit sharing | 473 | 138 |
Income taxes receivable and payable | (2,974) | (829) |
Deferred revenue | 992 | 2,872 |
Net cash provided by operating activities | 24,419 | 28,974 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (2,435) | (3,429) |
Insurance proceeds for damaged property | 260 | 0 |
Net cash used in investing activities | (2,175) | (3,429) |
Cash flows from financing activities: | ||
Borrowings on line of credit | 21,000 | |
Payments on line of credit | (21,000) | |
Payments on notes payable | (2,575) | (2,767) |
Payment of debt issuance costs | (36) | 0 |
Payments on finance lease obligations | (187) | (223) |
Proceeds from the exercise of stock options | 1,592 | 0 |
Payment of employee payroll tax withholdings on share-based awards exercised | (1,859) | (1,021) |
Payment of dividends on common stock | (10,517) | (26,564) |
Net cash used in financing activities | (13,582) | (30,575) |
Effect of exchange rate changes on cash | (324) | 397 |
Change in cash and cash equivalents | 8,338 | (4,633) |
Cash and cash equivalents at beginning of period | 13,517 | 12,991 |
Cash and cash equivalents at end of period | 21,855 | 8,358 |
Supplemental disclosure of cash paid for: | ||
Interest, net of capitalized amounts | 1,315 | 1,558 |
Income taxes | 5,034 | 5,607 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Finance lease obligations originated for property and equipment | 771 | 206 |
Stock tendered to the Company for cashless exercise of stock options in connection with equity incentive plans | $ 5,560 | $ 2,295 |
Note 1 - Summary of Significant
Note 1 - Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | ( 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of business and basis of presentation National Research Corporation, doing business as NRC Health (“NRC Health,” the “Company,” “we,” “our,” “us” or similar terms), is a leading provider of analytics and insights that facilitate measurement and improvement of the patient and employee experience while also increasing patient engagement and customer loyalty for healthcare organizations in the United States and Canada. Our portfolio of solutions represents a unique set of capabilities that individually and collectively provide value to our clients. The solutions are offered at an enterprise level through the Voice of the Customer ("VoC") platform, The Governance Institute, and legacy Experience solutions. Our six one six Our condensed consolidated balance sheet at December 31, 2019 Information and footnote disclosures included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto that are included in our Form 10 December 31, 2019, March 6, 2020. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The consolidated financial statements include the accounts of the Company and our wholly-owned subsidiary, National Research Corporation Canada. All significant intercompany transactions and balances have been eliminated. Our Canadian subsidiary uses Canadian dollars as its functional currency. It translates its assets and liabilities into U.S. dollars at the exchange rate in effect at the balance sheet date. It translates its revenue and expenses at the average exchange rate during the period. We include translation gains and losses in accumulated other comprehensive income (loss), a component of shareholders’ equity. Gains and losses related to transactions denominated in a currency other than the functional currency of the country in which we operate and short-term intercompany accounts are included in other income (expense) in the condensed consolidated statements of income. Revenue Recognition We derive a majority of our revenues from our annually renewable subscription-based service agreements with our clients, which include performance measurement and improvement services, healthcare analytics and governance education services. Such agreements are generally cancelable on short or no 2 ● Identify the contract, or contracts, with a client; ● Identify the performance obligations in the contract; ● Determine the transaction price; ● Allocate the transaction price to the identified performance obligations; and ● Recognize revenue when, or as, we satisfy the performance obligations. Our revenue arrangements with a client may one may one one one one not not Our arrangements with clients consist principally of four 1 2 one 3 4 Subscription-based services – twelve may One-time services – one Fixed, non-subscription services – Unit-price services – Revenue is presented net of any sales tax charged to our clients that we are required to remit to taxing authorities. We recognize contract assets or unbilled receivables related to revenue recognized for services completed but not Deferred Contract Costs Deferred contract costs, net is stated at gross deferred costs less accumulated amortization. We defer commissions and incentives, including payroll taxes, if they are incremental and recoverable costs of obtaining a renewable client contract. Deferred contract costs are amortized over the estimated term of the contract, including renewals, which generally ranges from three five one three September 30, 2020 2019, nine September 30, 2020 2019, September 30, 2020 December 31, 2019, three nine September 30, 2020 2019 Three months ended Nine months ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 (In thousands) Direct Expenses $ 43 $ 10 $ 221 $ 26 Selling, general and administrative expenses 693 738 2,317 2,072 Total amortization $ 736 $ 748 $ 2,538 $ 2,098 Additional expense included in selling, general and administrative expenses for impairment of costs capitalized due to lost clients was $20,000 and $1,000 for the three September 30, 2020 2019, nine September 30, 2020 2019, Trade Accounts Receivable Trade accounts receivable are recorded at the invoiced amount. Effective January 1, 2020, 2016 13, Measurement of Credit Losses on Financial Instruments. not 19 The following table provides the activity in the allowance for doubtful accounts for the nine September 30, 2020 2019 Balance at Beginning of Period Bad Debt Expense (Benefit) Write-offs Recoveries Balance at End of Period Nine months ended September 30, 2020 $ 144 $ 41 $ 80 $ 21 $ 126 Nine months ended September 30, 2019 $ 176 $ 40 $ 91 $ 13 $ 138 Leases We determine whether a lease is included in an agreement at inception. Operating lease ROU assets are included in operating lease right-of-use assets in our consolidated balance sheet. Finance lease assets are included in property and equipment. Operating and finance lease liabilities are included in other current liabilities and other long term liabilities. Certain lease arrangements may not ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments during the lease term. ROU assets and lease liabilities are recorded at lease commencement based on the estimated present value of lease payments. Because the rate of interest implicit in each lease is not We elected the practical expedient to account for lease and non-lease components as a single lease component for all asset classifications. We have also made a policy election to not 12 Implementation Costs of Hosting Arrangements When a software license is included in a cloud computing arrangement and we have the legal right, ability and feasibility to download the software, it is accounted for as software, included in property and equipment, and amortized. If a software license is not not January 1, 2020, 2018 15, 350 40 not Fair Value Measurements Our valuation techniques are based on maximizing observable inputs and minimizing the use of unobservable inputs when measuring fair value. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. The inputs are then classified into the following hierarchy: ( 1 1 2 2 1 not 3 3 The following details our financial assets within the fair value hierarchy at September 30, 2020 December 31, 2019: Level 1 Level 2 Level 3 Total (In thousands) As of September 30, 2020 Money Market Funds $ 3,732 $ - $ - $ 3,732 Total Cash Equivalents $ 3,732 $ - $ - $ 3,732 As of December 31, 2019 Money Market Funds $ 3,662 $ - $ - $ 3,662 Total Cash Equivalents $ 3,662 $ - $ - $ 3,662 There were no three September 30, 2020. Our long-term debt described in Note 4 2 September 30, 2020 December 31, 2019 (In thousands) Total carrying amount of long-term debt $ 31,706 $ 34,281 Estimated fair value of long-term debt $ 34,158 $ 35,205 The carrying amounts of accounts receivable, accounts payable, and accrued expenses approximate their fair value. All non-financial assets that are not September 30, 2020, December 31, 2019, no Annually, we consider whether the recorded goodwill and indefinite lived intangibles have been impaired. However, goodwill and intangibles must be tested between annual tests if an event occurs or circumstances change to indicate that it is more likely than not 19 not not not September 30, 2020. Our Canadian reporting unit generates service revenue from a relatively small number of clients with approximately 65.7% of its annual revenue concentrated in one March 2021. not September 30, 2020 Commitments and Contingencies no September 30, 2020. A sales tax accrual of $775,000 was recorded in 2019 2019 not third 2020. September 30, 2020, no may We received $2.4 million in insurance recoveries in the nine September 30, 2020, February three September 30, 2020, February three December 31, 2020. February not Recent Accounting Pronouncements Not In December 2019, 2019 12, 740 December 15, 2020 not In March 2020, No. 2020 04, 848 March 12, 2020 December 31, 2022. |
Note 2 - Contracts With Clients
Note 2 - Contracts With Clients | 9 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | ( 2 CONTRACTS WITH C LIENTS The following table disaggregates revenue for the three nine September 30, 2020 2019 Three months ended Nine months ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Subscription services recognized ratably over time $ 30,712 $ 28,629 $ 90,101 $ 84,460 Services recognized at a point in time 1,170 1,606 2,456 4,231 Fixed, non-subscription recognized over time 460 1,043 1,740 2,083 Unit price services recognized over time 1,135 1,187 4,206 4,585 Total revenue $ 33,477 $ 32,465 $ 98,503 $ 95,359 Our solutions within the digital VoC platform accounted for 74.0% and 63.8% of total revenue, in the three September 30, 2020 2019, nine September 30, 2020 2019, The following table provides information about receivables, contract assets, and contract liabilities from contracts with clients (In thousands): September 30, 2020 December 31, 2019 Accounts receivables $ 17,426 $ 11,639 Contract assets included in other current assets $ 241 $ 103 Deferred Revenue $ (17,328 ) $ (16,354 ) Significant changes in contract assets and contract liabilities during the nine September 30, 2020 2019 Nine months ended Nine months ended Contract Asset Deferred Revenue Contract Asset Deferred Revenue Increase (Decrease) Revenue recognized that was included in deferred revenue at beginning of year due to completion of services $ - $ (15,366 ) $ - $ (15,214 ) Increases due to invoicing of client, net of amounts recognized as revenue - 16,352 - 17,829 Decreases due to completion of services (or portion of services) and transferred to accounts receivable (100 ) - (51 ) - Change due to cumulative catch-up adjustments arising from changes in expected contract consideration (12 ) 274 Decreases due to impairment - - - - Increases due to revenue recognized in the period with additional performance obligations before invoicing 238 - 131 - We applied the practical expedient to not one one September 30, 2020 2020 2021, |
Note 3 - Income Taxes
Note 3 - Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | ( 3 INCOME TAXES The effective tax rate for the three September 30, 2020 2019 nine September 30, 2020 2019 In March 27, 2020, no |
Note 4 - Notes Payable
Note 4 - Notes Payable | 9 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | ( 4 NOTES PAYABLE Our long-term debt consists of the following: September 30, 2020 December 31, 2019 (In thousands) Term Loans $ 31,706 $ 34,281 Less: current portion (4,008 ) (4,378 ) Less: unamortized debt issuance costs (115 ) (108 ) Notes payable, net of current portion $ 27,583 $ 29,795 Our credit agreement (the “Credit Agreement”) with First National Bank of Omaha (“FNB”) was amended and restated on May 28, 2020 may The amended Term Loan revised the remaining payments for the existing balance outstanding of $33,002,069 to monthly installments of $462,988 through May 2025, May 2025. Borrowings under the Line of Credit and the Delayed Draw Term Loan, if any, bear interest at a floating rate equal to the 30 September 30, 2020). May 2023. September 30, 2020, December 31, 2019, not no three nine September 30, 2020. We are obligated to pay ongoing unused commitment fees quarterly in arrears pursuant to the Line of Credit and the Delayed Draw Term Loan facility at a rate of 0.20% per annum based on the actual daily unused portions of the Line of Credit and the Delayed Draw Term Loan facility, respectively. The Credit Agreement is collateralized by substantially all of our assets, subject to permitted liens and other agreed exceptions, and contains customary representations, warranties, affirmative and negative covenants (including financial covenants) and events of default. The negative covenants include, among other things, restrictions regarding the incurrence of indebtedness and liens, repurchases of our Common Stock and acquisitions, subject in each case to certain exceptions. Pursuant to the Credit Agreement, we are required to maintain a minimum fixed charge coverage ratio of 1.10x 3.00x September 30, 2020, |
Note 5 - Share-based Compensati
Note 5 - Share-based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Share-based Payment Arrangement [Text Block] | ( 5 SHARE-BASED COMPENSATION We measure and recognize compensation expense for all share-based payments based on the grant-date fair value of those awards. All of our existing stock option awards and unvested stock awards have been determined to be equity-classified awards. We account for forfeitures as they occur. Our 2001 one five five ten 2001 December 31, 2015, Our 2004 “2004 2004 not 2018, one ten three Our 2006 “2006 may five ten During the nine September 30, 2020 2019, 2020 2019 Expected dividend yield at date of grant 1.84 % 2.60 % Expected stock price volatility 33.62 % 34.01 % Risk-free interest rate 1.35 % 2.38 % Expected life of options (in years) 7.4 7.5 The risk-free interest rate assumptions were based on the U.S. Treasury yield curve in effect at the time of the grant. The expected volatility was based on historical monthly price changes of our stock based on the expected life of the options at the date of grant. The expected life of options is the average number of years we estimate that options will be outstanding. We consider groups of associates that have similar historical exercise behavior separately for valuation purposes. The following table summarizes stock option activity under the 2001 2006 2004 nine September 30, 2020: Number of Weighted Average Exercise Price Weighted Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value (In thousands) Outstanding at December 31, 2019 1,245,922 $ 18.08 4.45 $ 59,631 Granted 70,471 $ 62.23 Exercised (512,373 ) $ 13.96 $ 21,247 Forfeited (15,490 ) $ 48.42 Outstanding at September 30, 2020 788,530 $ 24.11 5.64 $ 20,637 Exercisable at September 30, 2020 388,876 $ 17.17 4.27 $ 12,480 As of September 30, 2020, There was $1.1 million and $1.6 million of cash received from stock options exercised for the three nine September 30, 2020, no 2019. three September 30, 2020 2019, nine September 30, 2020 2019, During the nine September 30, 2019, 2006 No nine September 30, 2020. September 30, 2020, 2006 five not three September 30, 2020 2019, nine September 30, 2020 2019, nine September 30 2020, The following table summarizes information regarding non-vested stock granted to associates under the 2006 nine September 30, 2020: Common Shares Outstanding Weighted Average Grant Date Fair Value Per Share Outstanding at December 31, 2019 84,176 $ 17.23 Granted - - Vested (34,622 ) 13.17 Forfeited (6,793 ) $ 36.80 Outstanding at September 30, 2020 42,761 $ 17.40 As of September 30, 2020, |
Note 6 - Goodwill and Other Int
Note 6 - Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | ( 6 GOODWILL AND OTHER INTANGIBLE ASSETS The following represents a summary of changes in the carrying amount of goodwill for the nine September 30, 2020: (In thousands) Balance as of December 31, 2019 $ 57,935 Foreign currency translation (60 ) Balance as of September 30, 2020 $ 57,875 Intangible assets consisted of the following: September 30, 2020 December 31, 2019 (In thousands) Non-amortizing intangible assets: Indefinite trade name $ 1,191 $ 1,191 Amortizing intangible assets: Client related 9,332 9,338 Technology 1,360 1,360 Trade names 1,572 1,572 Total amortizing intangible assets 12,264 12,270 Accumulated amortization (11,993 ) (11,733 ) Other intangible assets, net $ 1,462 $ 1,728 |
Note 7 - Property and Equipment
Note 7 - Property and Equipment | 9 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | ( 7 PROPERTY AND EQUIPMENT September 30, 2020 December 31, 2019 (In thousands) Property and equipment $ 45,143 $ 42,078 Accumulated depreciation (32,876 ) (28,548 ) Property and equipment, net $ 12,267 $ 13,530 |
Note 8 - Earnings Per Share
Note 8 - Earnings Per Share | 9 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | ( 8 EARNINGS PER SHARE Basic net income per share was computed using the weighted-average number of common shares outstanding during the period. Diluted net income per share was computed using the weighted-average number of common shares and, if dilutive, the potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and vesting of restricted stock. The dilutive effect of outstanding stock options is reflected in diluted earnings per share by application of the treasury stock method. We had 64,772 and 27,284 options of Common Stock for the three September 30, 2020 2019, nine September 30, 2020 2019, For the Three Months Ended September 30 For the Nine Months Ended September 30 2020 2019 2020 2019 (In thousands, except per share data) Numerator for net income per share – basic: $ 9,578 $ 8,119 $ 29,048 $ 23,708 Net income Allocation of distributed and undistributed income to unvested restricted stock shareholders (17 ) (27 ) (55 ) (80 ) Net income attributable to common shareholders 9,561 8,092 28,993 23,628 Denominator for net income per share – basic: Weighted average common shares outstanding – basic 25,219 24,827 25,113 24,794 Net income per share – basic $ 0.38 $ 0.33 $ 1.15 $ 0.95 Numerator for net income per share – diluted: Net income attributable to common shareholders for basic computation 9,561 8,092 28,993 23,628 Denominator for net income per share – diluted: Weighted average common shares outstanding – basic 25,219 24,827 25,113 24,794 Weighted average effect of dilutive securities – stock options 485 914 588 830 Denominator for diluted earnings per share – adjusted weighted average shares 25,704 25,741 25,701 25,624 Net income per share - diluted $ 0.37 $ 0.31 $ 1.13 $ 0.92 |
Note 9 - Related Party
Note 9 - Related Party | 9 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | ( 9 RELATED PARTY Until January 2020, one three September 30, 2020 2019, nine September 30, 2020 2019, A director, who served on our board through May 2020, 2020 nine September 30, 2020. three September 30, 2020. During 2017, 2016 three September 30, 2020 2019, nine September 30, 2020 2019, no September 30, 2021 |
Note 10 - Segment Information
Note 10 - Segment Information | 9 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | ( 10 SEGMENT INFORMATION The Company’s six one six September 30, 2020 December 31, 2019 (In thousands) Long-lived assets: United States $ 77,381 $ 78,906 Canada 2,499 2,622 Total $ 79,880 $ 81,528 Total assets: United States $ 118,536 $ 95,668 Canada 8,710 15,017 Total $ 127,246 $ 110,685 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Revenue from Contract with Customer [Policy Text Block] | Revenue Recognition We derive a majority of our revenues from our annually renewable subscription-based service agreements with our clients, which include performance measurement and improvement services, healthcare analytics and governance education services. Such agreements are generally cancelable on short or no 2 ● Identify the contract, or contracts, with a client; ● Identify the performance obligations in the contract; ● Determine the transaction price; ● Allocate the transaction price to the identified performance obligations; and ● Recognize revenue when, or as, we satisfy the performance obligations. Our revenue arrangements with a client may one may one one one one not not Our arrangements with clients consist principally of four 1 2 one 3 4 Subscription-based services – twelve may One-time services – one Fixed, non-subscription services – Unit-price services – Revenue is presented net of any sales tax charged to our clients that we are required to remit to taxing authorities. We recognize contract assets or unbilled receivables related to revenue recognized for services completed but not |
Deferred Charges, Policy [Policy Text Block] | Deferred Contract Costs Deferred contract costs, net is stated at gross deferred costs less accumulated amortization. We defer commissions and incentives, including payroll taxes, if they are incremental and recoverable costs of obtaining a renewable client contract. Deferred contract costs are amortized over the estimated term of the contract, including renewals, which generally ranges from three five one three September 30, 2020 2019, nine September 30, 2020 2019, September 30, 2020 December 31, 2019, three nine September 30, 2020 2019 Three months ended Nine months ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 (In thousands) Direct Expenses $ 43 $ 10 $ 221 $ 26 Selling, general and administrative expenses 693 738 2,317 2,072 Total amortization $ 736 $ 748 $ 2,538 $ 2,098 Additional expense included in selling, general and administrative expenses for impairment of costs capitalized due to lost clients was $20,000 and $1,000 for the three September 30, 2020 2019, nine September 30, 2020 2019, |
Accounts Receivable [Policy Text Block] | Trade Accounts Receivable Trade accounts receivable are recorded at the invoiced amount. Effective January 1, 2020, 2016 13, Measurement of Credit Losses on Financial Instruments. not 19 The following table provides the activity in the allowance for doubtful accounts for the nine September 30, 2020 2019 Balance at Beginning of Period Bad Debt Expense (Benefit) Write-offs Recoveries Balance at End of Period Nine months ended September 30, 2020 $ 144 $ 41 $ 80 $ 21 $ 126 Nine months ended September 30, 2019 $ 176 $ 40 $ 91 $ 13 $ 138 |
Lessee, Leases [Policy Text Block] | Leases We determine whether a lease is included in an agreement at inception. Operating lease ROU assets are included in operating lease right-of-use assets in our consolidated balance sheet. Finance lease assets are included in property and equipment. Operating and finance lease liabilities are included in other current liabilities and other long term liabilities. Certain lease arrangements may not ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments during the lease term. ROU assets and lease liabilities are recorded at lease commencement based on the estimated present value of lease payments. Because the rate of interest implicit in each lease is not We elected the practical expedient to account for lease and non-lease components as a single lease component for all asset classifications. We have also made a policy election to not 12 |
Hosting Arrangement Implementation Costs [Policy Text Block] | Implementation Costs of Hosting Arrangements When a software license is included in a cloud computing arrangement and we have the legal right, ability and feasibility to download the software, it is accounted for as software, included in property and equipment, and amortized. If a software license is not not January 1, 2020, 2018 15, 350 40 not |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements Our valuation techniques are based on maximizing observable inputs and minimizing the use of unobservable inputs when measuring fair value. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. The inputs are then classified into the following hierarchy: ( 1 1 2 2 1 not 3 3 The following details our financial assets within the fair value hierarchy at September 30, 2020 December 31, 2019: Level 1 Level 2 Level 3 Total (In thousands) As of September 30, 2020 Money Market Funds $ 3,732 $ - $ - $ 3,732 Total Cash Equivalents $ 3,732 $ - $ - $ 3,732 As of December 31, 2019 Money Market Funds $ 3,662 $ - $ - $ 3,662 Total Cash Equivalents $ 3,662 $ - $ - $ 3,662 There were no three September 30, 2020. Our long-term debt described in Note 4 2 September 30, 2020 December 31, 2019 (In thousands) Total carrying amount of long-term debt $ 31,706 $ 34,281 Estimated fair value of long-term debt $ 34,158 $ 35,205 The carrying amounts of accounts receivable, accounts payable, and accrued expenses approximate their fair value. All non-financial assets that are not September 30, 2020, December 31, 2019, no Annually, we consider whether the recorded goodwill and indefinite lived intangibles have been impaired. However, goodwill and intangibles must be tested between annual tests if an event occurs or circumstances change to indicate that it is more likely than not 19 not not not September 30, 2020. Our Canadian reporting unit generates service revenue from a relatively small number of clients with approximately 65.7% of its annual revenue concentrated in one March 2021. not September 30, 2020 |
Commitments and Contingencies, Policy [Policy Text Block] | Commitments and Contingencies no September 30, 2020. A sales tax accrual of $775,000 was recorded in 2019 2019 not third 2020. September 30, 2020, no may We received $2.4 million in insurance recoveries in the nine September 30, 2020, February three September 30, 2020, February three December 31, 2020. February not |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements Not In December 2019, 2019 12, 740 December 15, 2020 not In March 2020, No. 2020 04, 848 March 12, 2020 December 31, 2022. |
Note 1 - Summary of Significa_2
Note 1 - Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Notes Tables | |
Amortization of Capitalized Contract Cost [Table Text Block] | Three months ended Nine months ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 (In thousands) Direct Expenses $ 43 $ 10 $ 221 $ 26 Selling, general and administrative expenses 693 738 2,317 2,072 Total amortization $ 736 $ 748 $ 2,538 $ 2,098 |
Financing Receivable, Allowance for Credit Loss [Table Text Block] | Balance at Beginning of Period Bad Debt Expense (Benefit) Write-offs Recoveries Balance at End of Period Nine months ended September 30, 2020 $ 144 $ 41 $ 80 $ 21 $ 126 Nine months ended September 30, 2019 $ 176 $ 40 $ 91 $ 13 $ 138 |
Fair Value, by Balance Sheet Grouping [Table Text Block] | Level 1 Level 2 Level 3 Total (In thousands) As of September 30, 2020 Money Market Funds $ 3,732 $ - $ - $ 3,732 Total Cash Equivalents $ 3,732 $ - $ - $ 3,732 As of December 31, 2019 Money Market Funds $ 3,662 $ - $ - $ 3,662 Total Cash Equivalents $ 3,662 $ - $ - $ 3,662 September 30, 2020 December 31, 2019 (In thousands) Total carrying amount of long-term debt $ 31,706 $ 34,281 Estimated fair value of long-term debt $ 34,158 $ 35,205 |
Note 2 - Contracts With Clien_2
Note 2 - Contracts With Clients (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | Three months ended Nine months ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Subscription services recognized ratably over time $ 30,712 $ 28,629 $ 90,101 $ 84,460 Services recognized at a point in time 1,170 1,606 2,456 4,231 Fixed, non-subscription recognized over time 460 1,043 1,740 2,083 Unit price services recognized over time 1,135 1,187 4,206 4,585 Total revenue $ 33,477 $ 32,465 $ 98,503 $ 95,359 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block] | September 30, 2020 December 31, 2019 Accounts receivables $ 17,426 $ 11,639 Contract assets included in other current assets $ 241 $ 103 Deferred Revenue $ (17,328 ) $ (16,354 ) Nine months ended Nine months ended Contract Asset Deferred Revenue Contract Asset Deferred Revenue Increase (Decrease) Revenue recognized that was included in deferred revenue at beginning of year due to completion of services $ - $ (15,366 ) $ - $ (15,214 ) Increases due to invoicing of client, net of amounts recognized as revenue - 16,352 - 17,829 Decreases due to completion of services (or portion of services) and transferred to accounts receivable (100 ) - (51 ) - Change due to cumulative catch-up adjustments arising from changes in expected contract consideration (12 ) 274 Decreases due to impairment - - - - Increases due to revenue recognized in the period with additional performance obligations before invoicing 238 - 131 - |
Note 4 - Notes Payable (Tables)
Note 4 - Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | September 30, 2020 December 31, 2019 (In thousands) Term Loans $ 31,706 $ 34,281 Less: current portion (4,008 ) (4,378 ) Less: unamortized debt issuance costs (115 ) (108 ) Notes payable, net of current portion $ 27,583 $ 29,795 |
Note 5 - Share-based Compensa_2
Note 5 - Share-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Notes Tables | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2020 2019 Expected dividend yield at date of grant 1.84 % 2.60 % Expected stock price volatility 33.62 % 34.01 % Risk-free interest rate 1.35 % 2.38 % Expected life of options (in years) 7.4 7.5 |
Share-based Payment Arrangement, Activity [Table Text Block] | Number of Weighted Average Exercise Price Weighted Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value (In thousands) Outstanding at December 31, 2019 1,245,922 $ 18.08 4.45 $ 59,631 Granted 70,471 $ 62.23 Exercised (512,373 ) $ 13.96 $ 21,247 Forfeited (15,490 ) $ 48.42 Outstanding at September 30, 2020 788,530 $ 24.11 5.64 $ 20,637 Exercisable at September 30, 2020 388,876 $ 17.17 4.27 $ 12,480 |
Schedule of Nonvested Share Activity [Table Text Block] | Common Shares Outstanding Weighted Average Grant Date Fair Value Per Share Outstanding at December 31, 2019 84,176 $ 17.23 Granted - - Vested (34,622 ) 13.17 Forfeited (6,793 ) $ 36.80 Outstanding at September 30, 2020 42,761 $ 17.40 |
Note 6 - Goodwill and Other I_2
Note 6 - Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | (In thousands) Balance as of December 31, 2019 $ 57,935 Foreign currency translation (60 ) Balance as of September 30, 2020 $ 57,875 |
Schedule of Intangible Assets [Table Text Block] | September 30, 2020 December 31, 2019 (In thousands) Non-amortizing intangible assets: Indefinite trade name $ 1,191 $ 1,191 Amortizing intangible assets: Client related 9,332 9,338 Technology 1,360 1,360 Trade names 1,572 1,572 Total amortizing intangible assets 12,264 12,270 Accumulated amortization (11,993 ) (11,733 ) Other intangible assets, net $ 1,462 $ 1,728 |
Note 7 - Property and Equipme_2
Note 7 - Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | September 30, 2020 December 31, 2019 (In thousands) Property and equipment $ 45,143 $ 42,078 Accumulated depreciation (32,876 ) (28,548 ) Property and equipment, net $ 12,267 $ 13,530 |
Note 8 - Earnings Per Share (Ta
Note 8 - Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | For the Three Months Ended September 30 For the Nine Months Ended September 30 2020 2019 2020 2019 (In thousands, except per share data) Numerator for net income per share – basic: $ 9,578 $ 8,119 $ 29,048 $ 23,708 Net income Allocation of distributed and undistributed income to unvested restricted stock shareholders (17 ) (27 ) (55 ) (80 ) Net income attributable to common shareholders 9,561 8,092 28,993 23,628 Denominator for net income per share – basic: Weighted average common shares outstanding – basic 25,219 24,827 25,113 24,794 Net income per share – basic $ 0.38 $ 0.33 $ 1.15 $ 0.95 Numerator for net income per share – diluted: Net income attributable to common shareholders for basic computation 9,561 8,092 28,993 23,628 Denominator for net income per share – diluted: Weighted average common shares outstanding – basic 25,219 24,827 25,113 24,794 Weighted average effect of dilutive securities – stock options 485 914 588 830 Denominator for diluted earnings per share – adjusted weighted average shares 25,704 25,741 25,701 25,624 Net income per share - diluted $ 0.37 $ 0.31 $ 1.13 $ 0.92 |
Note 10 - Segment Information (
Note 10 - Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Notes Tables | |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] | September 30, 2020 December 31, 2019 (In thousands) Long-lived assets: United States $ 77,381 $ 78,906 Canada 2,499 2,622 Total $ 79,880 $ 81,528 Total assets: United States $ 118,536 $ 95,668 Canada 8,710 15,017 Total $ 127,246 $ 110,685 |
Note 1 - Summary of Significa_3
Note 1 - Summary of Significant Accounting Policies (Details Textual) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Jul. 31, 2020USD ($) | |
Number of Operating Segments | 6 | |||||
Number of Reportable Segments | 1 | |||||
Incremental Costs of Obtaining a Contract, Deferred During Period | $ 717,000 | $ 1,000,000 | $ 2,900,000 | $ 1,800,000 | ||
Capitalized Contract Cost, Net, Noncurrent | 4,542,000 | 4,542,000 | $ 4,204,000 | |||
Asset Impairment Charges, Total | 0 | 0 | ||||
Goodwill, Ending Balance | 57,875,000 | 57,875,000 | 57,935,000 | |||
Sales and Excise Tax Payable | $ 775,000 | |||||
Increase (Decrease) in Insurance Settlements Receivable | 913,000 | 0 | ||||
Cyber Attack [Member] | ||||||
Proceeds from Insurance Settlement, Operating Activities | 2,400,000 | |||||
Increase (Decrease) in Insurance Settlements Receivable | 913,000 | |||||
Insurance Settlements Receivable to Be Reimbursed Directly to the Company | 866,000 | 866,000 | ||||
Insurance Recoveries | $ 533,000 | |||||
Cyber Attack [Member] | The Insurer [Member] | ||||||
Payments for Insurance Settlement, Paid Directly to Vendors | $ 400,000 | |||||
WASHINGTON | ||||||
Sales and Excise Tax Payable (Reversal of Liability) | $ (268,000) | |||||
Canadian Subsidiary [Member] | ||||||
Number of Customers | 1 | 1 | ||||
Goodwill, Ending Balance | $ 2,300,000 | $ 2,300,000 | ||||
Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | ||||||
Concentration Risk, Percentage | 65.70% | |||||
Selling, General and Administrative Expenses [Member] | ||||||
Capitalized Contract Cost, Impairment Loss | $ 20,000 | $ 1,000 | $ 25,000 | $ 22,000 | ||
Minimum [Member] | ||||||
Capitalized Contract Cost, Amortization Period (Year) | 3 years | 3 years | ||||
Maximum [Member] | ||||||
Capitalized Contract Cost, Amortization Period (Year) | 5 years | 5 years |
Note 1 - Summary of Significa_4
Note 1 - Summary of Significant Accounting Policies - Amortization Expense Classification (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Capitalized contract cost | $ 736 | $ 748 | $ 2,538 | $ 2,098 |
Direct Expenses [Member] | ||||
Capitalized contract cost | 43 | 10 | 221 | 26 |
Selling, General and Administrative Expenses [Member] | ||||
Capitalized contract cost | $ 693 | $ 738 | $ 2,317 | $ 2,072 |
Note 1 - Summary of Significa_5
Note 1 - Summary of Significant Accounting Policies - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Balance | $ 144 | $ 176 |
Bad Debt Expense (Benefit) | 41 | 40 |
Write-offs | 80 | 91 |
Recoveries | 21 | 13 |
Balance | $ 126 | $ 138 |
Note 1 - Summary of Significa_6
Note 1 - Summary of Significant Accounting Policies - Fair Value of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Total carrying amount of long-term debt | $ 31,706 | $ 34,281 |
Estimated fair value of long-term debt | 34,158 | 35,205 |
Fair Value, Recurring [Member] | ||
Assets, fair value | 3,732 | 3,662 |
Money Market Funds [Member] | Fair Value, Recurring [Member] | ||
Assets, fair value | 3,732 | 3,662 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | ||
Assets, fair value | 3,732 | 3,662 |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | Fair Value, Recurring [Member] | ||
Assets, fair value | $ 3,732 | $ 3,662 |
Note 2 - Contracts With Clien_3
Note 2 - Contracts With Clients 1 (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Long-term Contract with Customer [Member] | ||||
Revenue, Remaining Performance Obligation, Amount | $ 124,000 | $ 124,000 | ||
VoC Platform [Member] | ||||
Revenue from Contract with Customer, Percent of Total Revenue | 74.00% | 63.80% | 72.00% | 61.30% |
Note 2 - Contracts With Clien_4
Note 2 - Contracts With Clients 2 (Details Textual) - Long-term Contract with Customer [Member] | Sep. 30, 2020USD ($) |
Revenue, Remaining Performance Obligation, Amount | $ 124,000 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year) | 3 months |
Revenue, Remaining Performance Obligation, Amount | $ 51,000 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year) | 1 year |
Revenue, Remaining Performance Obligation, Amount | $ 73,000 |
Note 2 - Contracts With Clien_5
Note 2 - Contracts With Clients - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue | $ 33,477 | $ 32,465 | $ 98,503 | $ 95,359 |
Transferred over Time [Member] | Subscription Services [Member] | ||||
Revenue | 30,712 | 28,629 | 90,101 | 84,460 |
Transferred over Time [Member] | Fixed, Non-subscription Services [Member] | ||||
Revenue | 460 | 1,043 | 1,740 | 2,083 |
Transferred over Time [Member] | Unit Price Services [Member] | ||||
Revenue | 1,135 | 1,187 | 4,206 | 4,585 |
Transferred at Point in Time [Member] | Service [Member] | ||||
Revenue | $ 1,170 | $ 1,606 | $ 2,456 | $ 4,231 |
Note 2 - Contracts With Clien_6
Note 2 - Contracts With Clients - Information About Receivables, Contract Assets, and Contract Liabilities From Contracts With Customers (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Accounts receivables | $ 17,426 | $ 11,639 | |
Deferred Revenue | (17,328) | (16,354) | |
Revenue recognized that was included in deferred revenue at beginning of year due to completion of services | (15,366) | $ (15,214) | |
Increases due to invoicing of client, net of amounts recognized as revenue | 16,352 | 17,829 | |
Decreases due to completion of services (or portion of services) and transferred to accounts receivable | (100) | (51) | |
Change due to cumulative catch-up adjustments arising from changes in expected contract consideration | (12) | 274 | |
Increases due to revenue recognized in the period with additional performance obligations before invoicing | 238 | $ 131 | |
Other Current Assets [Member] | |||
Contract assets included in other current assets | $ 241 | $ 103 |
Note 3 - Income Taxes (Details
Note 3 - Income Taxes (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Effective Income Tax Rate Reconciliation, Percent, Total | 17.90% | 17.20% | 8.10% | 18.70% |
Deferred Tax Liabilities, Employer Social Security Tax Break Under CARES Act | $ 800,000 | $ 800,000 |
Note 4 - Notes Payable (Details
Note 4 - Notes Payable (Details Textual) | 9 Months Ended | ||||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2020USD ($) | May 28, 2020USD ($) | Dec. 31, 2019USD ($) | |
Long-term Debt, Total | $ 31,706,000 | $ 34,281,000 | |||
Proceeds from Lines of Credit, Total | $ 21,000,000 | ||||
Credit Agreement [Member] | First National Bank of Omaha [Member] | |||||
Debt Instrument, Covenant, Minimum Fixed Charge Coverage Ratio | 1.10 | ||||
Debt Instrument, Covenant, Exception, Fixed Charge Coverage Ratio, Dividend Threshold | $ 5,500,000 | ||||
Debt Instrument, Covenant, Maximum Cash Flow Leverage Ratio | 3 | ||||
Credit Agreement [Member] | First National Bank of Omaha [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||||
Debt Instrument, Percentage Bearing Variable Interest, Percentage Rate | 2.41% | ||||
Credit Agreement [Member] | First National Bank of Omaha [Member] | Term Loan [Member] | |||||
Debt Instrument, Face Amount | $ 33,002,069 | ||||
Long-term Debt, Total | $ 33,002,069 | ||||
Debt Instrument, Periodic Payment, Total | $ 462,988 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||
Credit Agreement [Member] | First National Bank of Omaha [Member] | Delayed Draw Term Loan [Member] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 15,000,000 | ||||
Proceeds from Lines of Credit, Total | 0 | ||||
Credit Agreement [Member] | First National Bank of Omaha [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 30,000,000 | $ 15,000,000 | |||
Long-term Line of Credit, Total | $ 0 | $ 0 | |||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.20% |
Note 4 - Notes Payable - Summar
Note 4 - Notes Payable - Summary of Notes Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Less: current portion | $ (4,008) | $ (4,378) |
Less: unamortized debt issuance costs | (115) | (108) |
Notes payable, net of current portion | 27,583 | 29,795 |
Term Loan [Member] | ||
Term Loans | $ 31,706 | $ 34,281 |
Note 5 - Share-based Compensa_3
Note 5 - Share-based Compensation (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2015 | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 3 years 1 month 6 days | |||||
Proceeds from Stock Options Exercised | $ 1,100,000 | $ 0 | $ 1,592,000 | $ 0 | ||
Share-based Payment Arrangement, Option [Member] | ||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | 1,900,000 | 1,900,000 | ||||
Share-based Payment Arrangement, Option [Member] | Direct Fixed and Selling, General and Administrative Expense [Member] | ||||||
Share-based Payment Arrangement, Expense | 237,000 | 235,000 | $ 736,000 | $ 699,000 | ||
Common Stock Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) | 70,471 | 100,615 | ||||
Nonvested [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 5 years | |||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | 150,000 | $ 150,000 | ||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 3 years 3 months | |||||
Nonvested [Member] | Direct Fixed and Selling, General and Administrative Expense [Member] | ||||||
Share-based Payment Arrangement, Expense | $ 37,000 | $ 73,000 | $ 12,000 | $ 218,000 | ||
Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares) | 34,622 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period (in shares) | 6,793 | |||||
The 2001 Equity Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares) | 0 | |||||
The 2001 Equity Incentive Plan [Member] | Share-based Payment Arrangement, Option [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 1 year | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 5 years | |||||
The 2001 Equity Incentive Plan [Member] | Share-based Payment Arrangement, Option [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 5 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 10 years | |||||
Director Plan 2004 [Member] | Nonqualified Stock Options [Member] | Director [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 1 year | |||||
Share Based Compensation Arrangement By Share Based Payment Award, Award Annual Options Grant Amount | $ 100,000 | |||||
Director Plan 2004 [Member] | Nonqualified Stock Options [Member] | Minimum [Member] | Director [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 3 years | |||||
Director Plan 2004 [Member] | Nonqualified Stock Options [Member] | Maximum [Member] | Director [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 10 years | |||||
The 2006 Equity Incentive Plan [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 5 years | |||||
The 2006 Equity Incentive Plan [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 10 years | |||||
The 2006 Equity Incentive Plan [Member] | Nonvested [Member] | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in shares) | 0 | 6,005 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Nonvested Restricted Stock, Outstanding Number (in shares) | 42,761 | 42,761 | ||||
Common Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares) | 34,622 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period (in shares) | 6,793 | |||||
Common Stock [Member] | The 2001 Equity Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 1,800,000 | 1,800,000 | ||||
Common Stock [Member] | Director Plan 2004 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 3,000,000 | 3,000,000 | ||||
Common Stock [Member] | The 2006 Equity Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 1,800,000 | 1,800,000 |
Note 5 - Share-based Compensa_4
Note 5 - Share-based Compensation - Stock Options Valuation Assumptions (Details) - Common Stock [Member] | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Expected dividend yield at date of grant | 1.84% | 2.60% |
Expected stock price volatility | 33.62% | 34.01% |
Risk-free interest rate | 1.35% | 2.38% |
Expected life of options (in years) (Year) | 7 years 4 months 24 days | 7 years 6 months |
Note 5 - Share-based Compensa_5
Note 5 - Share-based Compensation - Stock Option Activity Under Equity Incentive Plans and Director Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Exercised, number of options (in shares) | (103,608) | (148,284) | (260,481) | (72,843) | (18,000) | (86,247) | |||
Common Stock Options [Member] | |||||||||
Outstanding, number of options (in shares) | 1,245,922 | 1,245,922 | |||||||
Outstanding, weighted average exercise price (in dollars per share) | $ 18.08 | $ 18.08 | |||||||
Outstanding, weighted average remaining contractual term (Year) | 5 years 7 months 20 days | 4 years 5 months 12 days | |||||||
Granted, number of options (in shares) | 70,471 | 100,615 | |||||||
Granted, weighted average exercise price (in dollars per share) | $ 62.23 | ||||||||
Exercised, number of options (in shares) | (512,373) | ||||||||
Exercised, weighted average exercise price (in dollars per share) | $ 13.96 | ||||||||
Forfeited, number of options (in shares) | (15,490) | ||||||||
Forfeited, weighted average exercise price (in dollars per share) | $ 48.42 | ||||||||
Outstanding, number of options (in shares) | 788,530 | 1,245,922 | 1,245,922 | 1,245,922 | |||||
Outstanding, weighted average exercise price (in dollars per share) | $ 24.11 | $ 18.08 | $ 18.08 | $ 18.08 | |||||
Exercisable, number of options (in shares) | 388,876 | 388,876 | |||||||
Weighted average exercise price (in dollars per share) | $ 17.17 | $ 17.17 | |||||||
Exercisable, weighted average remaining contractual term (Year) | 4 years 3 months 7 days | ||||||||
Common Stock Options [Member] | Common Stock [Member] | |||||||||
Outstanding, aggregate intrinsic value | $ 20,637 | $ 59,631 | |||||||
Exercised, aggregate intrinsic value | $ 21,247 | ||||||||
Exercisable, aggregate intrinsic value | $ 12,480 |
Note 5 - Share-based Compensa_6
Note 5 - Share-based Compensation - Non-vested Stock (Details) - Common Stock [Member] | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Outstanding (in shares) | shares | 84,176 |
Outstanding (in dollars per share) | $ / shares | $ 17.23 |
Vested (in shares) | shares | (34,622) |
Vested (in dollars per share) | $ / shares | $ 13.17 |
Forfeited (in shares) | shares | (6,793) |
Forfeited (in dollars per share) | $ / shares | $ 36.80 |
Outstanding (in shares) | shares | 42,761 |
Outstanding (in dollars per share) | $ / shares | $ 17.40 |
Note 6 - Goodwill and Other I_3
Note 6 - Goodwill and Other Intangible Assets - Summary of Changes in the Carrying Amount of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Balance | $ 57,935 |
Foreign currency translation | (60) |
Balance | $ 57,875 |
Note 6 - Goodwill and Other I_4
Note 6 - Goodwill and Other Intangible Assets - Summary of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Amortizing intangible assets | $ 12,264 | $ 12,270 |
Accumulated amortization | (11,993) | (11,733) |
Other intangible assets, net | 1,462 | 1,728 |
Customer Relationships [Member] | ||
Amortizing intangible assets | 9,332 | 9,338 |
Technology-Based Intangible Assets [Member] | ||
Amortizing intangible assets | 1,360 | 1,360 |
Trade Names [Member] | ||
Amortizing intangible assets | 1,572 | 1,572 |
Trade Names 1 [Member] | ||
Indefinite trade name | $ 1,191 | $ 1,191 |
Note 7 - Property and Equipme_3
Note 7 - Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Property and equipment | $ 45,143 | $ 42,078 |
Accumulated depreciation | (32,876) | (28,548) |
Property and equipment, net | $ 12,267 | $ 13,530 |
Note 8 - Earnings Per Share (De
Note 8 - Earnings Per Share (Details Textual) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Payment Arrangement, Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 64,772 | 27,284 | 56,812 | 12,493 |
Note 8 - Earnings Per Share - N
Note 8 - Earnings Per Share - Net Income Per Share Computation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Net income | $ 9,578 | $ 7,715 | $ 11,755 | $ 8,119 | $ 7,393 | $ 8,196 | $ 29,048 | $ 23,708 |
Allocation of distributed and undistributed income to unvested restricted stock shareholders | (17) | (27) | (55) | (80) | ||||
Net income attributable to common shareholders | $ 9,561 | $ 8,092 | $ 28,993 | $ 23,628 | ||||
Weighted average common shares outstanding – basic (in shares) | 25,219 | 24,827 | 25,113 | 24,794 | ||||
Net income per share – basic (in dollars per share) | $ 0.38 | $ 0.33 | $ 1.15 | $ 0.95 | ||||
Net income attributable to common shareholders for basic computation | $ 9,561 | $ 8,092 | $ 28,993 | $ 23,628 | ||||
Weighted average effect of dilutive securities – stock options (in shares) | 485 | 914 | 588 | 830 | ||||
Denominator for diluted earnings per share – adjusted weighted average shares (in shares) | 25,704 | 25,741 | 25,701 | 25,624 | ||||
Net income per share - diluted (in dollars per share) | $ 0.37 | $ 0.31 | $ 1.13 | $ 0.92 |
Note 9 - Related Party (Details
Note 9 - Related Party (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 15 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | |
Ameritas Life Insurance Corp [Member] | |||||
Related Party Transaction, Amounts of Transaction | $ 67,000 | $ 61,000 | $ 181,000 | $ 187,000 | |
IMA Financial Group [Member] | Purchasing Directors and Officers and Employment Practices Liability Insurance [Member] | |||||
Related Party Transaction, Amounts of Transaction | 478,000 | $ 0 | |||
PracticingExcellence.com [Member] | |||||
Revenue from Related Parties | $ 84,000 | $ 170,000 | $ 251,000 | $ 493,000 |
Note 10 - Segment Information_2
Note 10 - Segment Information (Details Textual) | 9 Months Ended |
Sep. 30, 2020 | |
Number of Operating Segments | 6 |
Number of Reportable Segments | 1 |
Note 10 - Segment Information -
Note 10 - Segment Information - Assets by Geographic Area (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Long-lived assets | $ 79,880 | $ 81,528 |
Total assets | 127,246 | 110,685 |
UNITED STATES | ||
Long-lived assets | 77,381 | 78,906 |
Total assets | 118,536 | 95,668 |
CANADA | ||
Long-lived assets | 2,499 | 2,622 |
Total assets | $ 8,710 | $ 15,017 |