UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________
FORM 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of Earliest Event Reported): August
1, 2013
NIC INC.
(Exact
name of registrant as specified in its charter)
Delaware |
000-26621 |
52-2077581 |
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
25501 West Valley Parkway, Suite 300
Olathe, Kansas 66061
(Address
of principal executive offices, including zip code)
(877) 234-3468
(Registrant's telephone number,
including area code)
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On August 1, 2013, NIC Inc. (the “Company”) issued a press release
announcing its 2013 second quarter financial results. A copy of the
press release is furnished with this report on Form 8-K as Exhibit 99,
and is incorporated by reference herein.
ITEM
7.01 REGULATION FD DISCLOSURE
The Company will host a conference call, which will also be available by webcast, to discuss its second quarter financial results at 4:30 p.m. EDT on August 1, 2013. The call may also include discussion of company developments, and forward-looking and other material information about business and financial matters.
The information in this Form 8-K and Exhibit 99 is being furnished and
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933 or the Exchange
Act, except as shall be expressly set forth in such filing.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
99 - Press release issued by NIC Inc. dated August 1, 2013, announcing its second quarter financial results is being furnished as part of this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NIC Inc. |
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|
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Date: | August 1, 2013 |
/s/ Stephen M. Kovzan |
Stephen M. Kovzan |
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Chief Financial Officer |
Exhibit 99
NIC Earns 16 Cents Per Share in Second Quarter 2013; Total Revenues Increase 27 Percent, Contributing to 67 Percent Rise in Operating Income
Strong performance by several non-DMV services, plus revenue contributions from newer portals drive record quarterly results
OLATHE, Kan.--(BUSINESS WIRE)--August 1, 2013--NIC Inc. (NASDAQ: EGOV), the leading provider of eGovernment services, today announced net income of $10.8 million and earnings per share of 16 cents on total revenues of $65.9 million for the three months ended June 30, 2013. Operating income increased 67 percent to $17.7 million for the quarter. In the second quarter of 2012, the company reported net income of $6.1 million and earnings per share of 9 cents on total revenues of $52.0 million.
Quarterly portal revenues were a record $62.1 million, a 27 percent increase over second quarter 2012. On a same-state basis, portal revenues were up 19 percent in the current quarter. Same-state, transaction-based revenues from non-driver record (non-DMV) services rose 40 percent over second quarter 2012 through strong performance from several key services, including a new court fee payment service launched in Colorado, the Texas motor vehicle inspection service as part of the DPS Direct suite of services, and from several eGovernment services in New Jersey. Same-state DMV revenues increased 5 percent in the second quarter of 2013.
Current quarter revenues from the Company’s newer portals in Maryland, Oregon, and Pennsylvania totaled $5.2 million compared to $1.3 million in revenues from the Maryland and Oregon portals in the prior year quarter.
As previously disclosed by the Company, the Pennsylvania Treasury issued a press release stating that it had rejected four invoices, totaling approximately $3.5 million, for eGovernment services provided to the Commonwealth through April 30, 2013 by the Company’s subsidiary, Pennsylvania Interactive, LLC (PI), because the administration had not obtained approvals from the Attorney General for what the Treasurer characterized as “amendments” to the Commonwealth’s Master Contract with PI, insufficient justification of the specific payment amounts requested, and an inadequate basis for granting a no-bid contract if cash payments from the Commonwealth were to be included. Accounts receivable totaled $5.1 million for revenues earned since the commencement of the contract with the Commonwealth on January 1, 2013 through June 30, 2013.
“NIC continues to operate in good faith under the contract and is in the early stages of discussing this matter with Commonwealth administration officials,” said Harry Herington, NIC Chief Executive Officer and Chairman of the Board.
Portal gross profits increased to $27.2 million, a 47 percent increase over the prior year quarter. NIC’s portal gross profit percentage was 44 percent in the current quarter, up from 38 percent in the prior year quarter, driven mainly by strong same-state revenue growth and meaningful revenue contributions from newer portals in the current quarter, and by start-up dilution from the Oregon portal in the prior year quarter. Cost of portal revenues in the current quarter included approximately $0.2 million of costs related to the Company’s new Wisconsin portal.
“The core of our business is delivering services that make interacting with government secure and efficient,” added Herington. “Launching new services in both current and newer states and driving adoption of existing services resulted in strong growth this quarter.”
Selling & administrative expenses in the current quarter increased 20 percent, or $1.7 million, from the second quarter of 2012. However, as a percentage of total revenues, selling & administrative expenses were 15 percent in the current quarter, down from 16 percent in the prior year quarter. The current quarter increase in selling & administrative expenses was primarily attributable to higher costs to enhance corporate-wide information technology and security infrastructure as a result of the Company’s growth and higher executive and non-executive management incentive compensation and benefit costs.
In addition, the Company incurred approximately $1.9 million in legal fees and other third-party costs in the second quarter of 2013 in connection with the previously disclosed SEC investigation and related matters. These expenses were reduced by approximately $1.5 million of reimbursement by the Company’s directors’ and officers’ liability insurance carrier. Selling & administrative expenses in the prior year quarter included approximately $1.5 million of expense related to the SEC matter, which were reduced by approximately $1.4 million of insurance reimbursement by the Company’s insurance carrier.
“Our second quarter results exemplified the key growth drivers of NIC’s business, from the newest portals to long-established services,” said Steve Kovzan, NIC’s Chief Financial Officer. “Our strong year-to-date results have exceeded our expectations, putting us currently on pace to comfortably meet or exceed the high end of our previously issued total revenue and earnings estimates for the year.”
Operational Highlights
As previously announced, during the second quarter of 2013, Wisconsin became the Company’s newest state partner. The Company’s wholly owned subsidiary, Wisconsin Interactive Network, LLC, will provide self-funded eGovernment services for the state and manage its official web portal, http://www.wisconsin.gov. The five-year agreement extends through 2018, and includes five, one-year renewals that the state can exercise to extend the contract to 2023.
Also during the second quarter, the states of New Jersey and New Mexico signed one-year renewal extensions, taking their contracts through June 2014. Idaho signed a two-year renewal extension, taking its contract through June 2015. Vermont signed a new three-year contract resulting from Vermont Interactive’s win of the state’s re-bid RFP. The new contract includes a three-year renewal extension that can be exercised at the option of the state.
Second Quarter Earnings Call and Webcast Details
On the call, the Company will discuss its 2013 second quarter, and answer questions from the investment community. The call may also include discussion of company developments, and forward-looking and other material information about business and financial matters.
Dial-In Information |
||||
Thursday, August 1, 2013 | ||||
4:30 p.m. (EDT) | ||||
Call bridge: | 800-762-8779 (U.S. callers) or 480-629-9818 (international callers) | |||
Call leaders: | Harry Herington, Chief Executive Officer and Chairman of the Board | |||
Steve Kovzan, Chief Financial Officer | ||||
Robert Knapp, Chief Operating Officer | ||||
Webcast Information
To sign in and listen: The Webcast system is available at http://www.egov.com/investors. A replay of the Webcast will be available until 11 p.m. (EDT) on February 3, 2014, by visiting http://www.egov.com/investors.
About NIC
NIC Inc. (NASDAQ: EGOV) is the leading provider of enterprise-wide, official state eGovernment services and secure government payment processing solutions. The Company's innovative eGovernment services help reduce costs and increase efficiencies for government agencies, citizens, and businesses across the country. The NIC family of companies provides eGovernment solutions for more than 3,500 federal, state, and local agencies across the United States. Additional information is available at http://www.egov.com.
Cautionary Statement Regarding Forward-Looking Information
Any statements contained in this release that do not relate to historical or current facts constitute forward-looking statements. These statements include statements regarding the company’s potential financial performance for the current fiscal year, statements regarding the planned implementation of new portal contracts and statements regarding continued implementation of NIC’s business model and its development of new products and services. Forward-looking statements are subject to inherent risks and uncertainties and there can be no assurance that such statements will prove to be correct. 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 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; NIC’s ability to collect outstanding accounts receivable from the Commonwealth of Pennsylvania; 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; general economic conditions; and the other important cautionary statements and risk factors described in NIC's 2012 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2013. Any forward-looking statements made in this release speak only as of the date of this release. NIC does not intend to update these forward-looking statements and undertakes no duty to any person to provide any such update under any circumstances.
NIC INC. | |||||||||||||||||||||
FINANCIAL SUMMARY | |||||||||||||||||||||
(UNAUDITED) | |||||||||||||||||||||
Thousands except per share amounts and percentages | |||||||||||||||||||||
Three months ended | Six months ended | ||||||||||||||||||||
June 30, | June 30, | ||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||
Revenues: | |||||||||||||||||||||
Portal revenues | $ | 62,094 | $ | 49,042 | $ | 120,136 | $ | 94,754 | |||||||||||||
Software & services revenues | 3,844 | 2,940 | 7,026 | 5,971 | |||||||||||||||||
Total revenues | 65,938 | 51,982 | 127,162 | 100,725 | |||||||||||||||||
Operating expenses: | |||||||||||||||||||||
Cost of portal revenues, exclusive of depreciation & amortization | 34,899 | 30,550 | 67,661 | 59,301 | |||||||||||||||||
Cost of software & services revenues, exclusive of depreciation & amortization |
1,189 | 1,008 | 2,292 | 1,966 | |||||||||||||||||
Selling & administrative | 10,058 | 8,383 | 19,667 | 16,318 | |||||||||||||||||
Amortization of acquisition-related intangible assets | - | 81 | - | 161 | |||||||||||||||||
Depreciation & amortization | 2,049 | 1,319 | 4,076 | 2,630 | |||||||||||||||||
Total operating expenses | 48,195 | 41,341 | 93,696 | 80,376 | |||||||||||||||||
Operating income | 17,743 | 10,641 | 33,466 | 20,349 | |||||||||||||||||
Other expense, net | (2 | ) | - | (21 | ) | (1 | ) | ||||||||||||||
Income before income taxes | 17,741 | 10,641 | 33,445 | 20,348 | |||||||||||||||||
Income tax provision | 6,933 | 4,548 | 12,681 | 8,627 | |||||||||||||||||
Net income | $ | 10,808 | $ | 6,093 | $ | 20,764 | $ | 11,721 | |||||||||||||
Basic net income per share | $ | 0.16 | $ | 0.09 | $ | 0.32 | $ | 0.18 | |||||||||||||
Diluted net income per share | $ | 0.16 | $ | 0.09 | $ | 0.32 | $ | 0.18 | |||||||||||||
Weighted average shares outstanding: | |||||||||||||||||||||
Basic | 64,890 | 64,489 | 64,800 | 64,393 | |||||||||||||||||
Diluted | 64,890 | 64,489 | 64,800 | 64,393 | |||||||||||||||||
Key Financial Metrics: | |||||||||||||||||||||
Revenue growth - outsourced portals | 27 | % | 12 | % | 27 | % | 13 | % | |||||||||||||
Same state revenue growth - outsourced portals | 19 | % | 6 | % | 18 | % | 8 | % | |||||||||||||
Recurring portal revenue as a % of total portal revenues | 94 | % | 90 | % | 95 | % | 91 | % | |||||||||||||
Gross profit % - outsourced portals | 44 | % | 38 | % | 44 | % | 37 | % | |||||||||||||
Revenue growth - software & services | 31 | % | 11 | % | 18 | % | 19 | % | |||||||||||||
Gross profit % - software & services | 69 | % | 66 | % | 67 | % | 67 | % | |||||||||||||
Selling & administrative expenses as a % of total revenues | 15 | % | 16 | % | 15 | % | 16 | % | |||||||||||||
Operating income as a % of total revenue | 27 | % | 20 | % | 26 | % | 20 | % | |||||||||||||
Portal Revenue Analysis: | |||||||||||||||||||||
DMV transaction-based | $ | 22,030 | $ | 17,697 | $ | 44,792 | $ | 35,116 | |||||||||||||
Non-DMV transaction-based | 34,005 | 24,298 | 64,175 | 46,610 | |||||||||||||||||
Portal software development | 3,494 | 4,697 | 6,039 | 8,328 | |||||||||||||||||
Portal management | 2,565 | 2,350 | 5,130 | 4,700 | |||||||||||||||||
Total portal revenues | $ | 62,094 | $ | 49,042 | $ | 120,136 | $ | 94,754 | |||||||||||||
NIC INC. | |||||||||||
CONSOLIDATED BALANCE SHEETS | |||||||||||
(UNAUDITED) | |||||||||||
Thousands except par value amount | |||||||||||
June 30, 2013 |
December 31, 2012 | ||||||||||
ASSETS | |||||||||||
Current assets: | |||||||||||
Cash | $ | 80,688 | $ | 62,358 | |||||||
Trade accounts receivable, net | 69,610 | 55,261 | |||||||||
Deferred income taxes, net | 956 | 887 | |||||||||
Prepaid expenses & other current assets | 7,185 | 9,340 | |||||||||
Total current assets | 158,439 | 127,846 | |||||||||
Property and equipment, net | 14,548 | 16,025 | |||||||||
Intangible assets, net | 1,470 | 1,016 | |||||||||
Other assets | 255 | 253 | |||||||||
Total assets | $ | 174,712 | $ | 145,140 | |||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
Current liabilities: | |||||||||||
Accounts payable | $ | 48,220 | $ | 43,664 | |||||||
Accrued expenses | 18,771 | 18,948 | |||||||||
Other current liabilities | 1,388 | 208 | |||||||||
Total current liabilities | 68,379 | 62,820 | |||||||||
Deferred income taxes, net | 2,277 | 2,050 | |||||||||
Other long-term liabilities | 2,060 | 1,346 | |||||||||
Total liabilities | 72,716 | 66,216 | |||||||||
Commitments and contingencies | - | - | |||||||||
Stockholders' equity: | |||||||||||
Common stock, $0.0001 par, 200,000 shares authorized, 64,908 and 64,628 shares issued and outstanding |
6 | 6 | |||||||||
Additional paid-in capital | 86,616 | 84,308 | |||||||||
Retained earnings (accumulated deficit) | 15,374 | (5,390 | ) | ||||||||
Total stockholders' equity | 101,996 | 78,924 | |||||||||
Total liabilities and stockholders' equity | $ | 174,712 | $ | 145,140 | |||||||
NIC INC. | ||||||||||||||||||||||||
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY | ||||||||||||||||||||||||
(UNAUDITED) | ||||||||||||||||||||||||
Thousands | ||||||||||||||||||||||||
Additional | ||||||||||||||||||||||||
Common Stock | Paid-in | Retained Earnings | ||||||||||||||||||||||
Shares | Amount | Capital | (Accumulated Deficit) | Total | ||||||||||||||||||||
Balance, January 1, 2013 | 64,628 | $ | 6 | $ | 84,308 | $ | (5,390 | ) | $ | 78,924 | ||||||||||||||
Net income | - | - | - | 20,764 | 20,764 | |||||||||||||||||||
Restricted stock vestings | 275 | - | 83 | - | 83 | |||||||||||||||||||
Dividend equivalents cancelled upon forfeiture of performance-based restricted stock awards |
- | - | 50 | - | 50 | |||||||||||||||||||
Shares surrendered and cancelled upon vesting of restricted stock to satisfy tax withholdings |
(83 | ) | - | (1,409 | ) | - | (1,409 | ) | ||||||||||||||||
Stock-based compensation | - | - | 2,077 | - | 2,077 | |||||||||||||||||||
Tax deductions relating to stock-based compensation | - | - | 736 | - | 736 | |||||||||||||||||||
Shares issuable in lieu of dividend payments on unvested performance-based restricted stock awards |
- | - | (133 | ) | - | (133 | ) | |||||||||||||||||
Issuance of common stock under employee stock purchase plan | 88 | - | 904 | - | 904 | |||||||||||||||||||
Balance, June 30, 2013 | 64,908 | $ | 6 | $ | 86,616 | $ | 15,374 | $ | 101,996 | |||||||||||||||
NIC INC. | |||||||||||||||||||||
CASH FLOW SUMMARY | |||||||||||||||||||||
(UNAUDITED) | |||||||||||||||||||||
Thousands | |||||||||||||||||||||
Three months ended | Six months ended | ||||||||||||||||||||
June 30, | June 30, | ||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||
Net income | $ | 10,807 | $ | 6,093 | $ | 20,764 | $ | 11,721 | |||||||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||||||||||
Amortization of acquisition-related intangible assets | - | 81 | - | 161 | |||||||||||||||||
Depreciation & amortization | 2,049 | 1,319 | 4,076 | 2,630 | |||||||||||||||||
Stock-based compensation expense | 1,199 | 1,134 | 2,077 | 1,857 | |||||||||||||||||
Deferred income taxes | (282 | ) | (334 | ) | (820 | ) | (464 | ) | |||||||||||||
Loss on disposal of property and equipment | 2 | - | 21 | 1 | |||||||||||||||||
Changes in operating assets and liabilities: | |||||||||||||||||||||
(Increase) in trade accounts receivable, net | (3,666 | ) | (6,924 | ) | (14,349 | ) | (5,823 | ) | |||||||||||||
(Increase) decrease in prepaid expenses & other current assets | 1,973 | (1,049 | ) | 3,133 | (2,586 | ) | |||||||||||||||
(Increase) in other assets | (1 | ) | (1 | ) | (2 | ) | (2 | ) | |||||||||||||
Increase in accounts payable | 3,718 | 5,105 | 4,556 | 3,153 | |||||||||||||||||
Increase (decrease) in accrued expenses | 1,229 | 1,605 | (1,672 | ) | (502 | ) | |||||||||||||||
Increase (decrease) in other current liabilities | 1,165 | (138 | ) | 1,180 | (100 | ) | |||||||||||||||
Increase (decrease) in other long-term liabilities | 229 | (23 | ) | 714 | (73 | ) | |||||||||||||||
Net cash provided by operating activities |
18,422 | 6,868 | 19,678 | 9,973 | |||||||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Purchases of property and equipment | (1,256 | ) | (1,452 | ) | (2,258 | ) | (2,664 | ) | |||||||||||||
Capitalized internal use software development costs | (350 | ) | (212 | ) | (730 | ) | (349 | ) | |||||||||||||
Net cash used in investing activities | (1,606 | ) | (1,664 | ) | (2,988 | ) | (3,013 | ) | |||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from employee common stock purchases | - | - | 904 | 806 | |||||||||||||||||
Tax deductions related to stock-based compensation | 155 | 73 | 736 | 770 | |||||||||||||||||
Net cash provided by financing activities | 155 | 73 | 1,640 | 1,576 | |||||||||||||||||
Net increase in cash | 16,971 | 5,277 | 18,330 | 8,536 | |||||||||||||||||
Cash, beginning of period | 63,717 | 64,898 | 62,358 | 61,639 | |||||||||||||||||
Cash, end of period | $ | 80,688 | $ | 70,175 | $ | 80,688 | $ | 70,175 | |||||||||||||
Other cash flow information: | |||||||||||||||||||||
Non-cash investing activities: | |||||||||||||||||||||
Capital expenditures accrued but not yet paid | $ | 86 | $ | 2,964 | $ | 86 | $ | 2,964 | |||||||||||||
Cash payments: | |||||||||||||||||||||
Income taxes paid | $ |
3,193 |
$ | 4,617 | $ | 6,194 | $ | 8,649 | |||||||||||||
Cash dividends on common stock previously restricted for payment of dividend | $ | - | $ | - | $ | - | $ | 16,231 |
CONTACT:
NIC Inc.
Angela Davied, 913-754-7054
adavied@egov.com