8-K

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): April 27, 2020

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)

Not Applicable

(Former name or former address, if changed since last report)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	EGOV	The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On April 27, 2020, NIC Inc. (the “Company”) issued a press release announcing its 2020 first quarter financial results. A copy of the press release is furnished with this report on Form 8-K as Exhibit 99.1, and is incorporated by reference herein.

ITEM 7.01 REGULATION FD DISCLOSURE

On April 23, 2020, the Company’s Board of Directors declared a regular quarterly cash dividend of 9 cents per share, payable to stockholders of record as of June 11, 2020. The dividend, which is expected to total approximately $6.1 million based on the current number of shares outstanding, will be paid on June 25, 2020 out of the Company’s available cash.

The information in Items 2.02 and 7.01 to this Current Report, including without limitation Exhibit 99.1, is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 or incorporated by reference into any document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934 except as shall be expressly set forth by specific reference in such filing.

ITEM 8.01 OTHER EVENTS

The Company is supplementing the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 with the following risk factor:

The continued spread of novel coronavirus disease 19 (“COVID-19"), or any similar widespread infectious disease outbreak, could harm our operations.

In January 2020, the World Health Organization (“WHO”) declared COVID-19 a Public Health Emergency of International Concern. On February 28, 2020, the WHO raised its assessment of the COVID-19 threat from high to very high at a global level due to the continued increase in the number of cases and affected countries, and on March 11, 2020, the WHO characterized COVID-19 as a pandemic. An outbreak and spread of COVID-19, or any similar widespread infectious disease outbreak, could harm our operations in a variety of ways, which may include the following, without limitation:

•While historically our revenues and earnings have been relatively predictable as a result of our recurring transaction-based business model, we anticipate the effect of the COVID-19 pandemic will not be fully reflected in our results of operations and overall financial performance until future periods.

•As the COVID-19 pandemic progresses in the United States and negatively affects business and citizen consumers who use the digital services we operate on behalf of our government partners, we have experienced a decrease in volumes for certain services. If certain of our high volume, commercially valuable services we operate on behalf of our government partners experience a further decrease in volumes, such as the driver history record service we operate in the vast majority of our enterprise states and the federal Pre-Employment Screening Program we operate on behalf of the Department of Transportation Federal Motor Carrier Safety Administration, our revenues and profits could decline.

•Several government agency partners are allowing citizens 60 to 90 day extensions for certain required filings and renewals. The actions have impacted the amount and timing of the revenues we recognize for these services, and we expect these trends to continue for at least the next several months. If our government partners were to reduce fees for digital services to its citizens, or allow for citizens to further defer the payment for licenses, permits or registrations, it may reduce or defer the portion of fees we earn for providing digital government services.

•We generate a portion of our revenue from in-person transactions at brick-and-mortar government agency offices (over-the-counter or “OTC”), many of which are currently closed. To the extent the locations where these OTC transactions take place remain closed, we would not be able to be able to execute transactions in this way. There can be no assurance that a decrease in OTC transactions would result in a proportional increase in online digital transactions for the same service, and thus our revenues and profits could decline.

•To the extent that transactions from digital sources increase as fewer citizens and businesses chose in-person transactions, it may strain our technological resources, which may require us to make additional IT infrastructure and bandwidth investments, which may require substantial financial resources and require significant management attention.

•The closing of local, state or national parks and recreation areas has reduced the fees we earn for providing digital reservations, permits, park entrance fees or other authorizations for park or recreation experiences. To the extent local, state or national parks and recreation areas remain closed or the threat of COVID-19 reduces demand for future travel,

the fees we earn on such digital reservations, permits, park entrance fees and other authorizations may continue to decline.

•In response to COVID-19 concerns, we have imposed strict travel restrictions, temporarily closed all our offices and shifted to remote operations to ensure social distancing and the health and safety of our employees which may have negative impacts on our business development efforts. Most of our government partners and potential government partners have implemented similar measures, which may limit our ability to provide or sell our services to them. Our government partners may also delay or cancel purchasing decisions or projects in light of uncertainties arising from the COVID-19 outbreak.

•Remote work-from-home restrictions makes us more dependent on certain technologies that allow us to operate our business remotely and collaborate without face-to-face meetings both internally and with our customers. To the extent we may experience a technological disruption in our work-from-home capabilities, we would anticipate a negative impact on our business operations. Further, to the extent supply chains are disrupted, it may become more difficult to provide necessary technology to our employees working from remote locations.

•If one of our key employees or executive officers were to contract an infectious disease that impacted their ability to work for an extended period, even with an adequate succession plan, it could harm our business until that employee or executive officer recovers or until a permanent replacement is found. Hiring and training new employees may require substantial resources and management attention, particularly in a remote workforce situation. Further, because we are self-insured for healthcare, the medical costs associated with treating our employees that contract an infectious disease such as COVID-19 could be significant.

•To the extent a widespread infectious disease outbreak such as COVID-19 impacts the economic conditions in the United States, our partners could have less funding for digital government services, which may reduce the revenues we recognize for those services.

•COVID-19 has negatively affected the economic conditions in the United States and resulted in the Federal Reserve lowering interest rates to near zero, which has reduced the interest income we earn on our investable cash and increased the amount of fees we pay for commercial banking services. Any reduction in the earnings credit rate set by our commercial banking partners, which a bank calculates on non-interest bearing customer deposits and uses to offset service charges, could further increase fees we pay for commercial banking services.

•The stock market has been unusually volatile during the COVID-19 outbreak and such volatility may continue, which may negatively affect our stock price.

The duration and extent of the impact from the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of the virus, the extent and effectiveness of containment actions, whether the virus recurs seasonally, and the impact of these and other factors on our employees, government partners and vendors. If we are not able to respond to and manage the impact of such events effectively, our business will be harmed.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Number	Description
99.1	Press release issued by NIC Inc. dated April 27, 2020
104	Cover Page Interactive Data File (embedded within Inline XBRL document)

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.
Dated:	April 27, 2020	/s/ Stephen M. Kovzan
		Stephen M. Kovzan
		Chief Financial Officer

EX-99.1

Exhibit 99.1

1Q 2020 EARNINGS

Contact: Angie Davids

Senior VP, Marketing and Communications

(913) 754-7054

angie.davids@egov.com

NIC Reports First Quarter 2020 Results

OLATHE, Kan. - April 27, 2020 - NIC Inc. (Nasdaq: EGOV), the leading provider of digital government services, announced results for the first quarter of 2020 that ended March 31, 2020, as compared to the first quarter of 2019.

•Total revenues of $91.1 million, a 7% increase.

•Operating income of $15.3 million, a 2% increase.

•Net income of $11.9 million, a 3% increase.

•Diluted earnings per share of 18 cents, a 6% increase.

•Adjusted EBITDA of $20.1 million, a 5% decrease.

Additional Financial Highlights:

•Same state revenues of $74.2 million, a 7% increase.

◦Same state transaction-based revenues from Interactive Government Services (IGS) increased 13%.

◦Same state transaction-based revenues from Driver History Records (DHR) decreased 4%.

◦Same state revenues from other services (development services & fixed fee management services) decreased 1%.

◦Revenues from the Company's operations in the state of Illinois were excluded from same state revenues in the current quarter because it did not generate comparable revenues for two full comparable periods.

•Financial results from the Company’s Texas payment processing contract previously included in the State Enterprise category were included in the Software & Services category beginning in the first quarter of 2020. Financial results in the prior year quarter were reclassified to match the current quarter presentation.

•Software & Services revenues of $16.7 million, a 9% increase, driven by revenue growth from the Texas payment processing contract and by higher revenues from the Company’s RxGov prescription drug monitoring business and recently acquired NIC Licensing Solutions business.

•During the first quarter of 2020, the Company purchased 241,180 shares of common stock under its $25 million repurchase program at a weighted average purchase price per share of $16.33 for a total purchase price of $3.9 million. The remaining $21.1 million authorized under the repurchase program is available for future share repurchases.

•On April 23, 2020, the Company’s Board of Directors declared a regular quarterly cash dividend of 9 cents per share, payable to stockholders of record as of June 11, 2020. The dividend, which is expected to total approximately $6.1 million based on the current number of shares outstanding, will be paid on June 25, 2020 out of the Company’s available cash.

“I commend our government partners and 1,000 employees across the country for the tremendous job they are doing to support the needs of citizens and businesses during a time when government offices are closed for the first time ever,” said Harry Herington, NIC’s Chief Executive Officer and Chairman of the Board. “Together, our teams have been working 24/7 to proactively address and respond to the onslaught of needs brought on by this pandemic and keep government open for business online. Since the beginning of the COVID-19 outbreak, we have launched more than 130 digital services in addition to dozens of cloud-based informational sites that connect government, citizens and businesses and address mission-critical areas such as unemployment filings, COVID-19 testing, nurse licensing and the procurement of personal protection equipment.”

Operational Highlights:

Several of the Company’s long-term government partners recently extended their relationships with the Company:

•Alabama extended its contract with the Company for one year.

•Kentucky extended its contract with the Company for two years. The extension includes four one-year renewal options, for a possible total of six years.

•The Company signed a new contract with the state of Louisiana Division of Administration, which allows the Company to continue providing digital services to the state for the next six years.

•New Jersey extended its contract with the Company for one year.

•Following a competitive rebid, the Company signed a new five-year contract with the state of New Mexico, which includes one five-year renewal term, which can be exercised at the state's option, for a possible total of ten years.

•The Federal Motor Carrier Safety Administration extended its contract with the Company to provide the Pre-Employment Screening Program for an additional six months through August 27, 2020. The contract has one sixth-month renewal option remaining.

The Company was also recently awarded a five-year contract with the state of Maine to provide RxGov as the state’s prescription drug monitoring platform.

The Company recently finalized the implementation of its cannabis licensing solution for the State of Missouri and the state has contracted for an additional module, which NIC will be deploying over the next several months. The Company’s contract in Missouri runs through mid-2024 with renewal options the state may exercise through mid-2026.

COVID-19 and Updated Full-Year 2020 Outlook:

NIC is evaluating the impact the COVID-19 pandemic will have on its business for the remainder of the year. Based on this ongoing evaluation, the Company currently expects to come in near the low end of its previously issued guidance for total revenues, which was $380.5 million, adjusted EBITDA, which was $88.5 million, and earnings per share, which was 76 cents. The Company's previous guidance for capital expenditures and capitalized software development costs for 2020 remains unchanged.

“Despite some unprecedented revenue softness resulting from the COVID-19 pandemic in the latter part of March, NIC is a stable, essential company helping government remain open for business. Furthermore, NIC is in a unique position of strength during these uncertain times with no debt, considerable cash in the bank and a resilient business model that is providing immense value to our government partners at a time when they need it the most,” said Steve Kovzan, NIC's Chief Financial Officer.

First Quarter Earnings Call and Webcast Details

On April 27, 2020, the Company will host a call to discuss its 2020 first quarter financial and operational results, its updated full-year 2020 guidance, and to answer questions from the investment community. The call may also include a discussion of Company developments, and forward-looking and other material information about business and financial matters.

Dial-In Information

Monday, April 27, 2020 at 8:30 a.m. (EDT)

Call bridge:  1-888-394-8218 (U.S. callers) or 1-646-828-8193 (international callers)

Conference ID:  8211581

Call leaders:  Harry Herington, Chief Executive Officer and Chairman of the Board

Steve Kovzan, Chief Financial Officer

Webcast Information

To sign in and listen: The Webcast system is available at https://www.egov.com/investor-relations.html

A replay of NIC’s first quarter earnings call will be available by visiting https://www.egov.com/investor-relations.html

About NIC

NIC Inc. (Nasdaq: EGOV) launched the digital government industry in 1992, and continues to lead it, providing a secure payment platform and thousands of digital government solutions across a network of more than 6,000 federal, state, and local government agencies. In addition, NIC is a leading provider of outdoor recreation solutions, with 1 out of 6 hunting and fishing licenses in the United States sold using an NIC service. The Company launched the nation's first personal assistant for government and comprehensive mobile device platform, Gov2Go^®, as well as

the innovative, data-driven prescription drug monitoring platform, RxGov^®. More information is available at www.egov.com.

Non-GAAP Measures

In addition to the results presented in accordance with U.S. GAAP, the Company presents non-GAAP financial measures, such as adjusted EBITDA and adjusted EBITDA margin. Adjusted EBITDA is defined as net income excluding interest, income tax expense, depreciation & amortization, stock-based compensation and other significant non-operating or non-recurring items that are considered expenses or income under U.S. GAAP. Adjusted EBITDA margin is defined as adjusted EBITDA divided by total revenues. These measures should be used in addition to, and not as a substitute for, revenues, operating income, operating income margin, net income, earnings per share or other measures of profitability, liquidity or other performance measures computed in accordance with U.S. GAAP. The Company believes the presentation of adjusted EBITDA and adjusted EBITDA margin is useful to investors and other users as these measures represent key supplemental information to compare and evaluate the Company's core underlying business results over time and with other companies. The non-GAAP measures used by the Company may not be comparable to similarly titled non-GAAP measures used by other companies. The attached schedule provides a full reconciliation of these non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures. Adjusted EBITDA and adjusted EBITDA margin represent performance measures and are not intended to represent liquidity measures.

Cautionary Statement Regarding Forward-Looking Information

Any statements made in this release that do not relate to historical or current facts constitute forward-looking statements. These statements often address the Company’s potential financial performance for the 2020 fiscal year or future fiscal years, estimates, projections, the expected length of contract terms, statements relating to the Company’s business plans, objectives and expected operating results, statements relating to potential new contracts or renewals, statements relating to the Company’s expected effective tax rate, statements relating to possible future dividends and share repurchases, statements related to the ongoing impact of the COVID-19 pandemic, and other possible future events, including potential acquisitions, and the assumptions upon which those statements are based. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. These risks include regional or national business, political, economic, competitive, social and market conditions, including various termination rights of the Company and its partners, the ability of the Company to renew existing contracts – in whole or in part, and to sign contracts with new federal, state, and local government agencies, the impact of potential information technology, cybersecurity or data security breaches or incidents, the Company’s ability to identify and acquire suitable acquisition candidates and to successfully integrate any acquired businesses, and the impact the COVID-19 pandemic may have on demand for the Company's services, as well as its government agency partners, its workforce and the broader economy. You should not rely on any forward-looking statement as a prediction or guarantee about the future. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the sections titled "Risk Factors" and Cautions About Forward-Looking Statements" of the Company’s most recent Forms 10-K and subsequent reports filed with the SEC. These filings are available at the SEC's website at www.sec.gov. Any forward-looking statements included in this release speak only as of the date of this release. Except as may be required by applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

NIC INC.

CONSOLIDATED STATEMENTS OF INCOME AND FINANCIAL SUMMARY

(In thousands, except per share amounts and percentages)

(Unaudited)

	Three Months Ended March 31,
	2020			2019
Revenues:
State enterprise revenues	$	74,411		$	69,853
Software & services revenues	16,708			15,327
Total revenues	91,119			85,180
Operating expenses:
State enterprise cost of revenues, exclusive of depreciation & amortization	46,271			41,978
Software & services cost of revenues, exclusive of depreciation & amortization	10,724			9,397
Selling & administrative	8,064			9,964
Enterprise technology & product support	7,254			6,445
Depreciation & amortization	3,482			2,421
Total operating expenses	75,795			70,205
Operating income	15,324			14,975
Other income:
Interest income	389			604
Income before income taxes	15,713			15,579
Income tax provision	3,850			4,077
Net income	$	11,863		$	11,502
Basic net income per share	$	0.18		$	0.17
Diluted net income per share	$	0.18		$	0.17
Weighted average shares outstanding:
Basic	66,987			66,670
Diluted	66,987			66,670
Key financial metrics:
Total revenue growth	7		%	(2)		%
Recurring revenues as a % of total revenues	98		%	97		%
State enterprise revenue growth	7		%	(14)		%
Same state revenue growth	7		%	10		%
Gross profit % - state enterprise	38		%	40		%
Software & services revenue growth	9		%	158		%
Gross profit % - software & services	36		%	39		%
Selling & administrative as a % of total revenues	9		%	12		%
Enterprise technology & product support as a % of total revenues	8		%	8		%
Operating income as a % of total revenue ("operating margin")	17		%	18		%
State enterprise revenue analysis:
IGS	$	48,187		$	42,751
DHR	22,849			23,685
Development services	2,137			2,179
Fixed-fee management services	1,238			1,238
Total state enterprise revenues	$	74,411		$	69,853

NIC INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value amount)

(Unaudited)

	March 31, 2020		December 31, 2019
ASSETS
Current assets:
Cash	$	217,587	$	214,380
Trade accounts receivable, net	101,814		85,399
Prepaid expenses & other current assets	18,375		12,944
Total current assets	337,776		312,723
Property and equipment, net	10,150		10,091
Right of use lease assets, net	9,901		10,778
Intangible assets, net	22,109		22,398
Goodwill	5,965		5,965
Other assets	794		404
Total assets	$	386,695	$	362,359
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	88,056	$	63,685
Accrued expenses	21,118		25,940
Lease liabilities	3,642		3,776
Other current liabilities	8,951		7,191
Total current liabilities	121,767		100,592
Deferred income taxes, net	3,183		2,463
Lease liabilities	6,607		7,373
Other long-term liabilities	6,094		6,003
Total liabilities	137,651		116,431
Commitments and contingencies	—		—
Stockholders' equity:
Common stock, $0.0001 par, 200,000 shares authorized, 66,968 and 66,968 shares issued and outstanding	7		7
Additional paid-in capital	123,683		123,208
Retained earnings	125,354		122,713
Total stockholders' equity	249,044		245,928
Total liabilities and stockholders' equity	$	386,695	$	362,359

NIC INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2020		2019
Cash flows from operating activities:
Net income	$	11,863	$	11,502
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation & amortization	3,482		2,421
Stock-based compensation expense	1,319		2,272
Deferred income taxes	603		1,076
Provision (recoveries) for losses on accounts receivable	347		(186)
Changes in operating assets and liabilities:
Trade accounts receivable, net	(16,306)		(32,464)
Prepaid expenses & other current assets	(5,431)		(1,205)
Other assets	697		1,069
Accounts payable	24,371		20,008
Accrued expenses	(4,822)		(3,183)
Other current liabilities	1,416		422
Other long-term liabilities	(675)		(664)
Net cash provided by operating activities	16,864		1,068
Cash flows from investing activities:
Purchases of property and equipment	(1,060)		(1,484)
Asset acquisition	—		(1,743)
Capitalized software development costs	(2,192)		(2,417)
Net cash used in investing activities	(3,252)		(5,644)
Cash flows from financing activities:
Cash dividends on common stock	(6,105)		(5,402)
Proceeds from employee common stock purchases	1,509		1,443
Shares surrendered upon vesting of restricted stock to satisfy tax withholdings	(1,865)		(2,609)
Repurchase of shares	(3,944)		—
Net cash used in financing activities	(10,405)		(6,568)
Net increase (decrease) in cash	3,207		(11,144)
Cash, beginning of period	214,380		191,700
Cash, end of period	217,587		180,556
Other cash flow information:
Cash payments:
Income taxes paid, net	$	4,391	$	3,637

NIC INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(In thousands)

(Unaudited)

	Three Months Ended March 31,
Reconciliation of net income to Adjusted EBITDA	2020			2019
Net income	$	11,863		$	11,502
Add: Income tax expense	3,850			4,077
Less: Interest income	389			604
Operating income	15,324			14,975
Add: Depreciation & amortization expense	3,482			2,421
Add: Stock-based compensation expense, inclusive of executive severance (1)	1,319			2,272
Add: Executive severance payments (1)	—			1,526
Adjusted EBITDA	$	20,125		$	21,194
Total Revenues	$	91,119		$	85,180
Net income as a % of total revenues ("net profit margin")	13		%	14		%
Adjusted EBITDA as a % of total revenues ("Adjusted EBITDA margin")	22		%	25		%
Detail of stock-based compensation expense
State enterprise cost of revenues, exclusive of depreciation & amortization	$	358		$	361
Software & services cost of revenues, exclusive of depreciation & amortization	28			35
Selling & administrative	768			1,716
Enterprise technology & product support	165			160
Total stock-based compensation expense	$	1,319		$	2,272

(1)Executive severance expense of $2.6 million related to the departure of the Company's former Chief Operating Officer is included in selling & administrative expense in the consolidated statements of income and financial summary for the three months ended March 31, 2019. These costs consisted of a one-time cash payment of $1.5 million and $1.1 million of stock-based compensation expense associated with the accelerated vesting of certain restricted stock awards. These costs were excluded from Adjusted EBITDA because the Company does not regard these costs as reflective of normal recurring costs to operate its business.

XML

Cover Page	Apr. 27, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 27, 2020
Entity Registrant Name	NIC INC
Entity Incorporation, State or Country Code	DE
Entity File Number	000-26621
Entity Tax Identification Number	52-2077581
Entity Address, Address Line One	25501 West Valley Parkway
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Olathe
Entity Address, State or Province	KS
Entity Address, Postal Zip Code	66061
City Area Code	877
Local Phone Number	234-3468
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	EGOV
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Central Index Key	0001065332
Amendment Flag	false