OUTSOURCED GOVERNMENT CONTRACTS |
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OUTSOURCED GOVERNMENT CONTRACTS |
3. OUTSOURCED GOVERNMENT CONTRACTS
Outsourced portal contracts
The Company’s outsourced government portal contracts
generally have an initial multi-year term with provisions for
renewals for various periods at the option of the government. The
Company’s primary business obligation under these contracts
is generally to design, build, and operate internet-based portals
on an enterprise-wide basis on behalf of governments desiring to
provide access to government information and to complete
government-based transactions online. NIC typically markets the
services and solicits users to complete government-based
transactions and to enter into subscriber contracts permitting the
user to access the portal and the government information contained
therein in exchange for transactional and/or subscription user
fees. The Company enters into statements of work with various
agencies and divisions of the government to provide specific
services and to conduct specific transactions. These statements of
work preliminarily establish the pricing of the online transactions
and data access services the Company provides and the division of
revenues between the Company and the government agency. The
government oversight authority must approve prices and revenue
sharing agreements. The Company has limited control over the level
of fees it is permitted to retain.
The Company is typically responsible for funding the up-front
investments and ongoing operations and maintenance costs of the
government portals, and generally owns all of the intellectual
property in connection with the applications developed under these
contracts. After completion of a defined contract term, the
government partner typically receives a perpetual, royalty-free
license to use the applications and digital government services
built by the Company only in its own state. However, certain
proprietary customer management, billing and payment processing
software applications that the Company has developed and
standardized centrally and that are utilized by the Company’s
portal businesses, are being provided to a number of government
partners on a SaaS basis, and thus would not be included in any
royalty-free license. If the Company’s contract expires after
a defined term or if its contract is terminated by a government
partner for cause, the government agency would be entitled to take
over the portal in place, and NIC would have no future revenue
from, or obligation to, such former government partner, except as
otherwise provided in the contract.
Any renewal of these contracts beyond the initial term by the
government is optional and a government may terminate its contract
prior to the expiration date if the Company breaches a material
contractual obligation and fails to cure such breach within a
specified period or upon the occurrence of other events or
circumstances specified in the contract. In addition, 15 contracts
under which the Company provides enterprise-wide outsourced portal
and digital government services, as well as the Company’s
contract with the FMCSA can be terminated by the other party
without cause on a specified period of notice. Collectively,
revenues generated from these contracts represented approximately
63% of the Company’s total consolidated revenues for the year
ended December 31, 2016. In the event that any of these contracts
is terminated without cause, the terms of the respective contract
may require the government to pay the Company a fee in order to
continue to use the Company’s applications in its
portal.
Under a typical portal contract, the Company is required to fully
indemnify its government clients against claims that the
Company’s services infringe upon the intellectual property
rights of others and against claims arising from the
Company’s performance or the performance of the
Company’s subcontractors under the contract. At December 31,
2016, the Company was bound by performance bond commitments
totaling approximately $6.3 million on certain outsourced portal
contracts (See Note 6).
The following is a summary of the portals in each state through
which the Company provides enterprise-wide outsourced portal and
digital government services to multiple government agencies:
Outsourced federal contract
The Company’s subsidiary NIC Federal has a contract with the
FMCSA to develop and manage the FMCSA’s PSP for motor
carriers nationwide, using the Company’s transaction-based
business model. During the third quarter of 2016, the FMCSA
exercised the first of its two one-year renewal options, extending
the current contract through August 31, 2017, with one remaining
one-year renewal option.
Any renewal of the contract with the FMCSA beyond the current term
is at the option of the FMCSA and the contract can be terminated by
the FMCSA without cause on a specified period of notice.
Expiring contracts
There are currently 8 contracts under which the Company provides
enterprise-wide outsourced portal and digital government services,
as well as the Company’s contract with the FMCSA, that have
expiration dates within the 12-month period following December 31,
2016. Collectively, revenues generated from these contracts
represented approximately 23% of the Company’s total
consolidated revenues for the year ended December 31, 2016.
Although certain of these contracts have renewal provisions, any
renewal is at the option of the Company’s government partner.
As described above, if a contract is not renewed after a defined
term, the government partner would be entitled to take over the
portal in place, and NIC would have no future revenue from, or
obligation to, such former government partner, except as otherwise
provided in the contract.
The contract under which the Company’s subsidiary, NICUSA
Inc. (“NICUSA”), manages the state of Tennessee’s
official government portal expires on March 31, 2017. During the
third quarter of 2016, the state informed NICUSA that it will let
its contract with NICUSA expire and intends to transition services
in-house. As a result, NICUSA has been providing transition
services as required by the contract, and may do so for a period of
time following contract expiration to the extent requested by
agencies of the state. For the years ended December 31, 2016, 2015
and 2014, revenues from the Tennessee portal contract were
approximately $7.5 million, $9.0 million and $8.9 million,
respectively.
The contract under which the Company’s subsidiary, Iowa
Interactive, LLC (“II”), managed the state of
Iowa’s official government portal expired on June 30, 2016.
II provided transition services as required by the contract through
November 30, 2016. For the years ended December 31, 2016, 2015 and
2014, revenues from the Iowa portal contract were approximately
$1.6 million, $1.8 million and $2.0 million, respectively.
As previously disclosed, the contract under which the
Company’s subsidiary, Delaware Interactive, LLC
(“DI”), managed the state of Delaware’s official
government portal expired on March 31, 2015. For the years ended
December 31, 2015 and 2014, revenues from the Delaware portal
contract were approximately $0.6 million and $2.4 million,
respectively.
As previously disclosed, the Company’s subsidiary, NICUSA,
chose not to respond to a request for proposal issued by the state
of Arizona for a new contract. NICUSA provided transition services
as required by the contract through the March 26, 2014 final
expiration date of the contract. For the year ended December 31,
2014, revenues from the Arizona portal contract were approximately
$0.8 million.
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