Note 2 - Acquisitions

12 Months Ended

Dec. 31, 2015

Notes to Financial Statements

Business Combination Disclosure [Text Block]

(2) Acquisitions

On October 28, 2014, the Company acquired Digital Assent, LLC (“Digital Assent”), a company with a healthcare technology platform. The acquisition created a Center of Excellence in Atlanta, Georgia, responsible for developing novel solutions to enhance consumer decision-making in the selection of healthcare providers. The all-cash consideration paid at closing was $2.6 million.

The following table summarizes the fair value of assets acquired and liabilities assumed at the acquisition date, and the weighted average life of the long-lived assets.

Amount of Identified Assets Acquired and Liabilities Assumed
($ in thousands)
Current Assets	$	36
Property and equipment		16
Customer relationships		382
Technology		1,110
Goodwill		1,124
Other Long Term Assets		23
Total acquired assets		2,691
Current liabilities		(117	)
Net assets acquired	$	2,574

The identifiable intangible assets are being amortized over their estimated useful lives and have a total weighted average amortization period of 7.26 years. The goodwill and identifiable intangible assets are deductible for tax purposes. Goodwill related to the acquisition was primarily attributable to anticipated synergies and other intangibles that do not qualify for separate recognition.  

The consolidated financial statements as of December 31, 2015 and 2014 and for the years then ended include amounts acquired from, as well as the results of operations of the acquired entity from October 28, 2014 forward. Results of operations for the year ended December 31, 2014 include revenue of $95,000 and an operating loss of $548,000 attributable to the acquired entity since acquisition. Acquisition-related costs of $52,000 are included in selling, general and administrative expenses for the year ended December 31, 2014.

The following unaudited pro forma information for the Company has been prepared as if the acquisition had occurred on January 1, 2013. The information is based on the historical results of the separate companies and may not necessarily be indicative of the results that could have been achieved or of results that may occur in the future. The pro forma adjustments include the impact of depreciation and amortization of property and equipment and intangible assets acquired, interest expense of debt not assumed in the acquisition and income tax benefits of the acquired entity.

	Year Ended December 31,
	2014
	(In thousands, except per share data)
Revenue	$	99,266
Net income	$	17,642
Basic Earnings per share – Class A	$	0.42
Basic Earnings per share – Class B	$	2.54
Diluted Earnings per share – Class A	$	0.42
Diluted earnings per share – Class B	$	2.50

During October 2014, the Company also made an investment which included an option for a potential acquisition of a partner company that had developed a talent-matching solution to accelerate the formation of high-performing teams.  The cash consideration paid was $800,000, of which $657,000 was allocated to the purchase option and the remaining $143,000 to a license and work to be performed. The option provided NRC with the right to acquire the partner company for $4.1 million on or before March 31, 2015.

The option was extended until June 30, 2015. NRC did not exercise the option and, accordingly, it expired in June 2015. The $657,000 option was written off in 2015.