NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of NCI, Inc. and its subsidiaries (NCI or the Company)
have been prepared in accordance with generally accepted accounting principles in the U. S. (GAAP) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC).
As a result, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, the accompanying unaudited interim condensed
consolidated financial statements reflect all adjustments necessary to fairly present the Companys financial position as of March 31, 2017 and its results of operations and cash flows for the three months ended March 31, 2017 and
2016, which consist of normal and recurring adjustments. The information disclosed in the notes to the financial statements for these periods is unaudited. The current periods results of operations are not necessarily indicative of results
that may be achieved for any future period. All numbers in tables are presented in thousands except share and per share numbers. For further information, refer to the financial statements and footnotes included in NCIs Annual Report on Form
10-K
for the year ended December 31, 2016, as filed with the SEC
.
Recently Issued Accounting
Pronouncements
In March 2016, the FASB issued ASU
2016-09,
which simplifies several aspects of the accounting
for share-based payments, including immediate recognition of all excess tax benefits and deficiencies in the income statement, changing the threshold to qualify for equity classification up to the employees maximum statutory tax rates,
allowing an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur, and clarifying the classification on the statement of cash flows for the excess tax
benefit and employee taxes paid when an employer withholds shares for
tax-withholding
purposes. The Company adopted ASU
2016-09
effective January 1, 2017 on a
prospective basis. The Company elected to continue to estimate the number of awards that are expected to vest.
2. Business Overview
NCI is a leading provider of enterprise solutions and services to U.S. defense, intelligence, health care and civilian government agencies. We have the
expertise and proven track record to solve our customers most important and complex mission challenges through technology and innovation. Our team of highly skilled professionals focuses on delivering cost-effective solutions and services in
the areas of agile software application and systems development/integration; cybersecurity and information assurance; engineering and logistics support; enterprise information management and advanced analytics; cloud computing and IT infrastructure
optimization; health IT and medical support; IT service management; and modeling, simulation and training. Headquartered in Reston, Virginia, we have approximately 2,000 employees operating at more than 100 locations worldwide. The majority of the
Companys revenue was derived from contracts with the U.S. Federal Government, directly as a prime contractor or as a subcontractor. NCI primarily conducts business throughout the U. S. The Company reports operating results and financial data
as one reportable segment.
For the three months ended March 31, 2017, the Company generated approximately 61% of revenue from the Department of
Defense, including agencies within the intelligence community, and approximately 39% of revenue from federal civilian agencies. For the three months ended March 31, 2016, the Company generated approximately 63% of revenue from the Department of
Defense, including agencies within the intelligence community, and approximately 37% of revenue from federal civilian agencies.
NCIs Program
Executive Office Soldier (PEO Soldier) contract is the Companys largest revenue-generating contract and accounted for approximately 16% of revenue for the three months ended March 31, 2017 and 2016, respectively. The
Companys PEO Soldier program is a cost-plus fee contract consisting of a base period and four option periods for a total term of five years, which commenced in October 1, 2015. NCIs Cyber Network Operations and Security Support
(CNOSS) program, supporting the U.S. Army Network Enterprise Technology Command accounted for approximately 12% and 10% of revenue for the three months ended March 31, 2017 and 2016, respectively. This
cost-plus-fixed-fee,
single award indefinite delivery indefinite quantity contract consists of a
12-month
base period with two
one-year
option periods and one
six-month
option period, and commenced in October 2014.
4
3. Misappropriation Loss and Related Expenses
As previously disclosed, in January 2017, the Company identified a misappropriation of Company funds by its former controller. An internal investigation of the
matter was completed in March 2017, and revealed that the former controller had embezzled $19.4 million through a circumvention of controls, which included transfers from the payroll account to his personal account, creating fictitious invoices, and
altering bank account statements to conceal the misappropriations. Misappropriation loss and related expenses totaled approximately $6.6 million and $1.5 million for the quarter ended March 31, 2017 and 2016, respectively.
Misappropriation loss and related expenses includes the loss due to embezzled funds as well as external professional service fees including legal, forensic accounting, audit and other consulting fees.
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|
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|
|
|
|
|
|
Three months ended March 31,
|
|
|
|
2017
|
|
|
2016
|
|
Misappropriation loss
|
|
$
|
380
|
|
|
$
|
1,541
|
|
Expenses related to the misappropriation loss
|
|
|
6,237
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6,617
|
|
|
$
|
1,541
|
|
4. (Loss) Earnings Per Share
Basic (loss) earnings per share exclude dilution and are computed by dividing net income by the weighted average number of common shares outstanding for the
period. Diluted (loss) earnings per share reflect potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Diluted (loss) earnings per share include the incremental
effect of stock options calculated using the treasury stock method. Shares that are anti-dilutive are not included in the computation of diluted (loss) earnings per share. For the three months ended March 31, 2017 and 2016, approximately
820,000 and 30,000 shares, respectively, were not included in the computation of diluted (loss) earnings per share, because to do so would have been anti-dilutive. The following details the computation of basic and diluted (loss) earnings per common
share (Class A and Class B) for the three months ended March 31, 2017 and 2016.
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|
|
Three months ended March 31,
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|
|
|
2017
|
|
|
2016
|
|
Net (loss) income
|
|
$
|
(807
|
)
|
|
$
|
2,589
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of basic shares outstanding during the period
|
|
|
13,277
|
|
|
|
13,153
|
|
Effect of dilutive potential common shares
|
|
|
|
|
|
|
714
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of diluted shares outstanding during the period
|
|
|
13,277
|
|
|
|
13,867
|
|
|
|
|
|
|
|
|
|
|
Basic (loss) earnings per share
|
|
$
|
(0.06
|
)
|
|
$
|
0.20
|
|
|
|
|
|
|
|
|
|
|
Diluted (loss) earnings per share
|
|
$
|
(0.06
|
)
|
|
$
|
0.19
|
|
|
|
|
|
|
|
|
|
|
5. Accounts Receivable
Accounts receivable consists of billed and unbilled amounts. The following table details accounts receivable at the end of each period:
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|
As of
|
|
|
|
March 31,
2017
|
|
|
December 31,
2016
|
|
Billed receivables
|
|
$
|
24,827
|
|
|
$
|
19,367
|
|
Unbilled receivables:
|
|
|
|
|
|
|
|
|
Amounts billable at end of period
|
|
|
24,541
|
|
|
|
25,484
|
|
Other
|
|
|
5,231
|
|
|
|
7,003
|
|
|
|
|
|
|
|
|
|
|
Total unbilled receivables
|
|
|
29,772
|
|
|
|
32,487
|
|
|
|
|
|
|
|
|
|
|
Total accounts receivable
|
|
|
54,599
|
|
|
|
51,854
|
|
Less: Allowance for doubtful accounts
|
|
|
742
|
|
|
|
742
|
|
|
|
|
|
|
|
|
|
|
Total accounts receivable, net
|
|
$
|
53,857
|
|
|
$
|
51,112
|
|
|
|
|
|
|
|
|
|
|
5
Other unbilled receivables primarily consist of amounts that will be billed upon milestone completions and other
accrued amounts that cannot be billed as of the end of the period. Substantially all unbilled receivables are expected to be billed and collected within the next 12 months.
6. Property and Equipment
The following table details
property and equipment at the end of each period:
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As of
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|
|
|
March 31,
2017
|
|
|
December 31,
2016
|
|
Property and equipment
|
|
|
|
|
|
|
|
|
Furniture and equipment
|
|
$
|
21,939
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|
|
$
|
21,799
|
|
Leasehold improvements
|
|
|
7,450
|
|
|
|
7,450
|
|
Real property
|
|
|
549
|
|
|
|
549
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,938
|
|
|
|
29,798
|
|
Less: Accumulated depreciation and amortization
|
|
|
24,347
|
|
|
|
23,466
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
$
|
5,591
|
|
|
$
|
6,332
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense for the three months ended March 31, 2017 and 2016 was $0.9 million.
7. Intangible Assets
The following table details
intangible assets at the end of each period:
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|
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As of
|
|
|
|
March 31,
2017
|
|
|
December 31,
2016
|
|
Contract and customer relationships
|
|
$
|
33,284
|
|
|
$
|
33,284
|
|
Developed software
|
|
|
1,113
|
|
|
|
1,113
|
|
Less: Accumulated amortization
|
|
|
(19,719
|
)
|
|
|
(18,811
|
)
|
|
|
|
|
|
|
|
|
|
Intangible assets, net
|
|
$
|
14,678
|
|
|
$
|
15,586
|
|
|
|
|
|
|
|
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Amortization expense of intangible assets for the three months ended March 31, 2017 and 2016 was $0.9 million.
Intangible assets are primarily amortized on a straight line basis over periods ranging from seven to 11 years. Expected amortization expense for the remainder of the fiscal year ending December 31, 2017, and for each of the fiscal years
thereafter, is as follows:
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For the year ending December 31,
|
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|
|
2017 (remaining nine months)
|
|
|
2,724
|
|
2018
|
|
|
3,150
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|
2019
|
|
|
3,049
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|
2020
|
|
|
3,027
|
|
2021
|
|
|
2,728
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|
|
|
|
|
|
|
|
$
|
14,678
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|
|
|
|
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|
8. Share-Based Payments
During the three months ended March 31, 2017, the Company did not grant any stock options to purchase shares of common stock. During the three months
ended March 31, 2017, 12,500 stock options were exercised at a weighted-average price of $10.13. As of March 31, 2017, there were approximately 1,000,000 stock options outstanding. During the three months ended March 31, 2017, no
restricted shares were granted, and 21,253 restricted shares vested. As of March 31, 2017, there were 236,167 shares of restricted stock outstanding.
6
The following table summarizes stock compensation expense allocated to cost of revenue and general and
administrative costs for the three months ended March 31, 2017 and 2016:
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Three months ended March 31,
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|
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2017
|
|
|
2016
|
|
Cost of revenue
|
|
$
|
36
|
|
|
$
|
79
|
|
General and administrative
|
|
|
325
|
|
|
|
250
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
361
|
|
|
$
|
329
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2017, there was approximately $3.0 million of total unrecognized compensation cost related to
unvested stock compensation arrangements. This cost is expected to be fully amortized over the next five years, with approximately $0.8 million, $0.9 million, $0.6 million, $0.5 million and $0.2 million amortized during the
remainder of 2017, and the full years of 2018, 2019, 2020, and 2021, respectively. The cost of stock compensation is included in the Companys Condensed Consolidated Statements of Operations and expensed over the service period of the equity
awards.
On January 6, 2017, pursuant to the terms of the Separation Agreement entered into on November 29, 2016 between the Company and Marco de Vito,
our former Chief Operating Officer, the Company paid Mr. de Vito $2.1 million for the repurchase of 272,000 vested stock options, which repurchase represents the difference between the closing price on the date of the agreement and the exercise
price of the vested options. The Company recorded the payment as a reduction to additional paid-in capital in the Condensed Consolidated Balance Sheet.
9. Debt
On January 31, 2017, the Company entered
into the Fourth Amendment (the Amendment) to the Amended and Restated Loan and Security Agreement, dated December 13, 2010, as amended by and among the Company and its subsidiaries, SunTrust Bank, which acted as administrative agent
for the lenders, the lenders named therein and the other parties thereto (the Credit Agreement). The Amendment modifies certain provisions of the Credit Agreement to, among other things:
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|
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decrease the Borrowing capacity under the revolving line of credit from $80.0 million to $50.0 million;
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|
extend the commitment termination date from January 31, 2017 to May 31, 2017;
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|
amend the definition of Required Lenders to include all lenders which means, among other things, that amendments to and waivers of the terms of the Credit Agreement, as amended, will require the consent and
approval of all lenders; and
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|
|
|
include additional restrictions with respect to certain acquisitions and restricted payments, including certain acquisitions, dividends, and repurchase or redemption of our capital stock.
|
The outstanding borrowings are collateralized by a security interest in substantially all of the Companys assets. The lenders also require a direct
assignment of all contracts at the lenders discretion. The outstanding balance under the Credit Agreement accrues interest based on
one-month
LIBOR plus an applicable margin, ranging from 210 to 310
basis points, based on the ratio of our outstanding senior funded debt to Earnings before Interest, Taxes, Depreciation, and Amortization (EBITDA) as defined in the Credit Agreement.
Our Credit Agreement (i) restricts our ability to repurchase or redeem our capital stock, or merge or consolidate with another entity; (ii) limits
our ability to borrow additional funds or to obtain other financing in the future for working capital, capital expenditures, acquisitions, investments and general corporate purposes; and (iii) limits our ability to dispose of our assets, to
create liens on our assets, to extend credit or to issue dividends to our stockholders.
For the first quarter of 2017 and 2016, the Company had a
weighted average outstanding loan balance of $2.9 million and $16.5 million, respectively, and a weighted average borrowing rate of 2.9% and 2.5%, respectively.
As of March 31, 2017, the outstanding balance under the credit facility was $2.0 million and interest accrued at a rate of
one-month
LIBOR plus 210 basis points, or 2.9%.
As of March 31, 2017, the Company was in compliance with all our loan
covenants.
10. Income Taxes
As of March 31,
2017, the Company accrued interest expense related to uncertain tax positions totaling $0.7 million. During the three months ended March 31, 2017, the Company recorded $0.1 million in interest expense related to its uncertain tax
positions in Interest Expense in the Consolidated Statements of Operations.
7
11. Leases
In March 2017, the Company executed the sixth amendment to the corporate office lease agreement (the Lease Amendment). The Lease Amendment extended
the termination date to October 31, 2027 and provided certain rent abatement, tenant allowances, and adjustments to base rent. Minimum lease payments under the Lease Amendment are as follows:
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
For the year ending December 31,
|
|
|
|
|
|
|
|
|
2017 (remaining nine months)
|
|
|
|
|
|
$
|
1,671
|
|
2018
|
|
|
|
|
|
|
1,967
|
|
2019
|
|
|
|
|
|
|
2,022
|
|
2020
|
|
|
|
|
|
|
2,077
|
|
2021
|
|
|
|
|
|
|
2,135
|
|
Thereafter
|
|
|
|
|
|
|
13,674
|
|
|
|
|
|
|
|
|
|
|
Total minimum lease payments
|
|
|
|
|
|
$
|
23,546
|
|
|
|
|
|
|
|
|
|
|
12. Dividends
The
Companys Board of Directors declared and the Company paid the following dividends during the periods presented:
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|
|
|
|
|
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|
|
|
|
|
|
Declaration Date
|
|
Dividend
Per Share
|
|
|
Record Date
|
|
|
Total Amount
|
|
|
Payment Date
|
|
February 8, 2016
|
|
$
|
0.15
|
|
|
|
February 26, 2016
|
|
|
$
|
2,020
|
|
|
|
March 18, 2016
|
|
13. Related Party Transactions
The Company purchased services under a subcontract from Renegade Technology Systems, Inc., which is a government contractor wholly-owned by Rajiv Narang, the
son of Charles K. Narang, Chairman of the Board of Directors. For the three months ended March 31, 2017 and 2016, the expense incurred under this agreement was approximately $0.4 million and $0.2 million, respectively. As of
March 31, 2017 and 2016, outstanding amounts due to Renegade Technology Systems, Inc. under this agreement were $0.3 million and $0.1 million, respectively.
14. Contingencies
Government Audits
Payments to the Company on U.S. Federal Government contracts are subject to adjustment upon audit by various agencies of the U.S. Federal Government.
Audits of costs and the related payments have been performed through 2009 for NCI Information Systems, Inc., the Companys primary corporate vehicle for government contracting. In the opinion of management, the final determination of costs and
related payments for unaudited years will not have a material effect on the Companys financial position, results of operations, or liquidity.
Litigation
Civil Suit Against Former
Controller
As previously disclosed on January 23, 2017, the Company commenced an internal investigation upon discovering that its former
controller, Jon Frank, had been embezzling money from the Company. Upon completion of the internal investigation, the Company determined that the actual amount of the embezzlement by Mr. Frank during the period from January 2010 through 2017
was approximately $19.4 million. The Company believes that Mr. Frank acted alone and found no evidence that any other NCI employee was aware of or colluded in the embezzlement of Company funds and found no evidence of any unlawful activity
apart from that associated with Mr. Franks embezzlement of Company funds.
On January 23, 2017, the Company filed a lawsuit against
Mr. Frank in the Circuit Court of Fairfax County in the State of Virginia to recover the embezzled funds.
8
On February 2, 2017, the Honorable Chief Judge White entered an Order for Preliminary Injunction and Asset
Freeze (the Preliminary Injunction) against Mr. Frank. Among other things, the Preliminary Injunction placed an immediate freeze on all monies and assets of Mr. Frank and ordered Mr. Frank to prepare and deliver to the
Company an accounting of his personal assets. In addition, pursuant to the Preliminary Injunction, Mr. Frank agreed to cooperate with the Company to identify, recover and return to the Company all assets that he obtained wrongfully or acquired
with wrongfully-obtained funds.
Government Agency Investigations
In connection with the discovery of Mr. Franks embezzlement of money from the Company, the Company self-reported such matter to the U.S. Securities
and Exchange Commission (SEC) and the civil and criminal divisions of the U.S. Department of Justice (DOJ).
By letter to the
Company dated February 1, 2017, the DOJ has identified the Company as a possible victim of Mr. Franks conduct. On February 8, 2017, the SEC commenced a formal investigation and has served the Company with a subpoena requesting
certain documents and information relevant to the embezzlement of Company funds by Mr. Frank. The Company is cooperating fully with the DOJ and the SEC in connection with their respective investigations, which are ongoing.
The United States Attorneys Office for the Eastern District of Virginia (USAO EDVA) has opened a civil fraud investigation into the impact
of Mr. Franks conduct on the Companys government contracts. The Company is cooperating fully with the USAO EDVA and the Inspectors General of relevant government agencies in connection with this investigation, which is ongoing. At
this time, we do not have an estimate of the financial impact on the Company, if any, of the investigation being conducted by the USAO EDVA.
Other
Legal Proceedings
The Company is party to various legal actions, claims, government inquiries, and audits resulting from the normal course of
business. The Company believes that the probability is remote that any resulting liability will have a material effect on the Companys financial position, results of operations, or liquidity.